EX-4.4



 




EXHIBIT 4.4


EXECUTION COPY




 





AMENDED AND RESTATED

TERM LOAN AND REVOLVING CREDIT AGREEMENT




dated as of




April 8, 2005




among




THE GOODYEAR TIRE & RUBBER COMPANY

GOODYEAR DUNLOP TIRES EUROPE B.V.

GOODYEAR DUNLOP TIRES GERMANY GMBH

GOODYEAR GMBH & CO. KG

DUNLOP GMBH & CO. KG

GOODYEAR LUXEMBOURG TIRES S.A.




The Lenders Party Hereto,




J.P. MORGAN EUROPE LIMITED,

as Administrative Agent




JPMORGAN CHASE BANK, N.A.,

as Collateral Agent




CITIBANK, N.A.,

CREDIT SUISSE FIRST BOSTON

DEUTSCHE BANK AG

GE FINANCE PARTICIPATIONS SAS

GOLDMAN SACHS CREDIT PARTNERS L.P.

KBC BANK NV

NATEXIS BANQUES POPULAIRES

as Mandated Lead Arrangers




	 	 	 
	J.P. MORGAN PLC,
	 	BNP PARIBAS,
	as Joint Bookrunner
	 	as Joint Bookrunner
	and Mandated Lead Arranger
	 	and Mandated Lead Arranger






 

[CS&M 6701-315]






 









 












TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	 
	 	 	 	 
	Definitions

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

	 
	 	 	 	 
	The Credits

	 
	 	 	 	 
	SECTION 2.01. Commitments
	 	 	36	 
	SECTION 2.02. Loans and Borrowings
	 	 	36	 
	SECTION 2.03. Requests for Borrowings
	 	 	37	 
	SECTION 2.04. Letters of Credit
	 	 	37	 
	SECTION 2.05. Swingline Loans
	 	 	44	 
	SECTION 2.06. Funding of Borrowings
	 	 	45	 
	SECTION 2.07. Continuation of Borrowings
	 	 	46	 
	SECTION 2.08. Termination of Commitments; Reductions of Commitments
	 	 	47	 
	SECTION 2.09. Repayment of Loans; Evidence of Debt
	 	 	48	 
	SECTION 2.10. Amortization of Term Loans
	 	 	49	 
	SECTION 2.11. Prepayment of Loans
	 	 	49	 
	SECTION 2.12. Fees
	 	 	51	 
	SECTION 2.13. Interest
	 	 	52	 
	SECTION 2.14. Alternate Rate of Interest
	 	 	53	 
	SECTION 2.15. Increased Costs
	 	 	53	 
	SECTION 2.16. Break Funding Payments
	 	 	54	 
	SECTION 2.17. Taxes
	 	 	55	 
	SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Setoffs
	 	 	56	 
	SECTION 2.19. Mitigation Obligations; Replacement of Lenders
	 	 	58	 
	SECTION 2.20. Additional Reserve Costs
	 	 	59	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	Representations and Warranties

	 
	 	 	 	 
	SECTION 3.01. Organization; Powers
	 	 	60	 
	SECTION 3.02. Authorization; Enforceability
	 	 	60	 






i









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 3.03. Governmental Approvals; No Conflicts
	 	 	61	 
	SECTION 3.04. Financial Statements; No Material Adverse Change
	 	 	61	 
	SECTION 3.05. Litigation and Environmental Matters
	 	 	62	 
	SECTION 3.06. Compliance with Laws and Agreements
	 	 	62	 
	SECTION 3.07. Investment and Holding Company Status
	 	 	62	 
	SECTION 3.08. ERISA
	 	 	62	 
	SECTION 3.09. Disclosure
	 	 	62	 
	SECTION 3.10. Subsidiaries
	 	 	63	 
	SECTION 3.11. Security Interests
	 	 	63	 
	SECTION 3.12. Use of Proceeds
	 	 	63	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	Conditions

	 
	 	 	 	 
	SECTION 4.01. Effective Date
	 	 	63	 
	SECTION 4.02. Each Credit Event
	 	 	66	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	Affirmative Covenants

	 
	 	 	 	 
	SECTION 5.01. Financial Statements and Other Information
	 	 	67	 
	SECTION 5.02. Notices of Defaults
	 	 	69	 
	SECTION 5.03. Existence; Conduct of Business
	 	 	69	 
	SECTION 5.04. Maintenance of Properties
	 	 	70	 
	SECTION 5.05. Books and Records; Inspection and Audit Rights
	 	 	70	 
	SECTION 5.06. Compliance with Laws
	 	 	70	 
	SECTION 5.07. Insurance
	 	 	70	 
	SECTION 5.08. Guarantees and Collateral
	 	 	70	 
	 
	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 
	Negative Covenants

	 
	 	 	 	 
	SECTION 6.01. Indebtedness and Preferred Equity Interests
	 	 	73	 
	SECTION 6.02. Liens
	 	 	77	 
	SECTION 6.03. Sale and Leaseback Transactions
	 	 	79	 
	SECTION 6.04. Fundamental Changes
	 	 	79	 
	SECTION 6.05. Investments, Loans, Advances and Guarantees
	 	 	80	 
	SECTION 6.06. Asset Dispositions
	 	 	83	 
	SECTION 6.07. Restricted Payments
	 	 	85	 
	SECTION 6.08. Transactions with Affiliates
	 	 	86	 
	SECTION 6.09. Capital Expenditures
	 	 	86	 
	SECTION 6.10. Interest Expense Coverage Ratio
	 	 	87	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 6.11. European J.V. Leverage Ratio
	 	 	87	 
	SECTION 6.12. Senior Secured Indebtedness Ratio
	 	 	87	 
	SECTION 6.13. Sumitomo Ownership
	 	 	87	 
	SECTION 6.14. German Subsidiary Matters
	 	 	87	 
	 
	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 
	Events of Default and CAM Exchange

	 
	 	 	 	 
	SECTION 7.01. Event of Default
	 	 	88	 
	SECTION 7.02. CAM Exchange
	 	 	91	 
	SECTION 7.03. Letters of Credit
	 	 	92	 
	 
	 	 	 	 
	ARTICLE VIII

	 
	 	 	 	 
	The Agents

	 
	 	 	 	 
	ARTICLE IX

	 
	 	 	 	 
	Miscellaneous

	 
	 	 	 	 
	SECTION 9.01. Notices
	 	 	97	 
	SECTION 9.02. Waivers; Amendments
	 	 	98	 
	SECTION 9.03. Expenses; Indemnity; Damage Waiver
	 	 	101	 
	SECTION 9.04. Successors and Assigns
	 	 	103	 
	SECTION 9.05. Survival
	 	 	107	 
	SECTION 9.06. Counterparts; Integration; Effectiveness
	 	 	107	 
	SECTION 9.07. Severability
	 	 	108	 
	SECTION 9.08. Right of Setoff
	 	 	108	 
	SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process
	 	 	108	 
	SECTION 9.10. WAIVER OF JURY TRIAL
	 	 	109	 
	SECTION 9.11. Headings
	 	 	109	 
	SECTION 9.12. Confidentiality
	 	 	109	 
	SECTION 9.13. Interest Rate Limitation
	 	 	110	 
	SECTION 9.14. Security Documents
	 	 	110	 
	SECTION 9.15. Collateral Agent as Joint and Several Creditor
	 	 	111	 
	SECTION 9.16. Conversion of Currencies
	 	 	111	 
	SECTION 9.17. Dutch Banking Act
	 	 	112	 
	SECTION 9.18. Power of Attorney
	 	 	113	 
	SECTION 9.19. USA Patriot Act Notice
	 	 	114	 






iii









 






SCHEDULES:




	 	 	 
	Schedule 1.01(a)

	 	— Applicable Assets of the European J.V.
	Schedule 1.01(b)

	 	— Applicable Assets of German Grantors
	Schedule 1.01(c)

	 	— Applicable Assets of Luxembourg Grantors
	Schedule 1.01(d)

	 	— Applicable Assets of UK Grantors
	Schedule 1.01(e)

	 	— Applicable Assets of French Grantors
	Schedule 1.01A

	 	— US Consent Subsidiaries
	Schedule 1.01B

	 	— Senior Subordinated-Lien Indebtedness
	Schedule 2.01

	 	— Commitments
	Schedule 3.10

	 	— Subsidiaries
	Schedule 4.01

	 	— Post-Effective Date Delivery Requirements
	Schedule 4.01(b)

	 	— Required Opinions
	Schedule 4.01(i)

	 	— Pledged J.V. Subsidiaries
	Schedule 6.01

	 	— Existing Indebtedness
	Schedule 6.02

	 	— Existing Liens
	Schedule 6.05(j)

	 	— Additional Equity Interests
	Schedule 6.06

	 	— Asset Dispositions
	Schedule 6.09

	 	— Customer Capital Expenditures
	 
	 	 
	EXHIBITS:
	 	 
	 
	 	 
	Exhibit A

	 	— Form of Borrowing Request
	Exhibit B

	 	— Form of Continuation Request
	Exhibit C-1

	 	— Form of Promissory Note for ABT Loans
	Exhibit C-2

	 	— Form of Promissory Note for GDTG Loans
	Exhibit C-3

	 	— Form of Promissory Note for Term Loans
	Exhibit D

	 	— Form of Assignment and Assumption
	Exhibit E-1

	 	— Form of Opinion of Goodyear’s Outside Counsel
	Exhibit E-2

	 	— Form of Opinion of the General Counsel, the Associate General Counsel or an
Assistant General Counsel of Goodyear

	Exhibit F

	 	— Form of Guarantee and Collateral Agreement
	Exhibit G

	 	— Form of First Lien Guarantee and Collateral Agreement
	Exhibit H

	 	— Form of Second Lien Guarantee and Collateral Agreement
	Exhibit I

	 	— Third Lien Collateral Agreement
	Exhibit J

	 	— Form of Verification Letter
	Exhibit K

	 	— Form of Affiliate Authorization
	Exhibit L

	 	— Mandatory Costs Rate







iv









 







     AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENT
dated as of April 8, 2005, among THE GOODYEAR TIRE & RUBBER COMPANY;
GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH;
GOODYEAR GMBH & CO. KG; DUNLOP GMBH & CO. KG; GOODYEAR LUXEMBOURG TIRES
S.A.; the LENDERS party hereto; J.P. MORGAN EUROPE LIMITED, as
Administrative Agent; and JPMORGAN CHASE BANK, N.A., as Collateral Agent.



          Goodyear and the Borrowers have requested the Lenders, and the Lenders are willing, to amend
and restate the Existing Credit Agreement to continue and modify the credit facilities provided for
herein to enable the Borrowers to (a) borrow ABT Loans at any time and from time to time during the
ABT Availability Period in an aggregate principal amount not in excess of €195,000,000 at any time
outstanding, (b) borrow GDTG Loans at any time and from time to time during the GDTG Availability
Period in an aggregate principal amount not in excess of €155,000,000 at any time outstanding, (c)
borrow Term Loans on the Effective Date in an aggregate principal amount not in excess of
€155,000,000, (d) obtain Letters of Credit under the ABT Commitments at any time and from time to
time during the ABT Availability Period in an aggregate stated amount not in excess of €50,000,000
at any time outstanding and (e) borrow Swingline Loans under the ABT Commitments at any time and
from time to time during the ABT Availability Period in an aggregate principal amount not in excess
of €25,000,000. The Lenders are willing to extend such credit to the Borrowers on the terms and
subject to the conditions herein set forth. Letters of Credit and the proceeds of the Loans will
be used for general corporate purposes of the European J.V. and the J.V. 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:




          “ABT 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 all ABT
Commitments.




          “ABT Commitment” means, with respect to each ABT Lender, the commitment of such Lender
to make ABT Loans and to acquire participation in Letters of Credit and Swingline Loans hereunder,
expressed as an amount representing the maximum permitted aggregate amount of such Lender’s ABT
Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.08 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 ABT Lender’s ABT




 









 



2




Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which
such Lender shall have assumed its ABT Commitment, as applicable. The initial aggregate amount of
the ABT Lenders’ ABT Commitments after giving effect to the transactions to be effected on the
Effective Date is €195,000,000.




          “ABT Credit Exposure” means, with respect to any ABT Lender at any time, the sum of
(a) the aggregate of the Euro Equivalents of the outstanding principal amounts of such Lender’s ABT
Loans at such time, (b) such Lender’s LC Exposure and (c) such Lender’s Swingline Exposure.




          “ABT Lender” means a Lender with an ABT Commitment or, if the ABT Commitments have
terminated or expired, a Lender with ABT Credit Exposure.




          “ABT Loan” means a Loan made pursuant to clause (a) of Section 2.01.




          “ABT 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 ABT Loans and the Swingline Loans, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, (ii) all payments required to
be made by each Borrower hereunder in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursements of LC Disbursements, interest thereon and obligations to
provide cash collateral and (iii) all other monetary obligations of the Credit Parties to any of
the Secured Parties (including to the Collateral Agent under Section 9.15) 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), save in each case insofar as the
same relate to, or to any Guarantee of, the GDTG Loans or the Term Loans or any amount payable in
respect thereof, (b) the due and punctual performance of all other nonmonetary obligations of the
Credit Parties to any of the Secured Parties under this Agreement and the other Credit Documents
(other than the performance of obligations in respect of, or under any Guarantee in respect of, the
GDTG Loans or the Term Loans or any amount payable in respect thereof), (c) the due and punctual
payment and performance of all obligations of the European J.V. or any J.V. Subsidiary that is not
organized under the laws of the Federal Republic of Germany under each Swap Agreement that shall at
any time have been specified in a written notice to the Administrative Agent from the European J.V.
as being included in the ABT Obligations, if such Swap Agreement (i) shall have been in effect on
the Effective Date with a counterparty that shall have been a Lender or an Affiliate of a Lender
immediately prior to the effectiveness of the amendment and restatement hereof as of the Effective
Date or (ii) shall have been entered into after the Effective Date with any counterparty that shall
have been a Lender or an Affiliate of a Lender at the time such Swap Agreement was entered into and
(d) the due and punctual payment and performance of all obligations of the European J.V. or any
J.V. Subsidiary that is not organized under the laws of the Federal Republic of Germany arising out
of or in




 









 



3





connection with cash management or similar services that shall at any time have been
designated in a written notice to the Administrative Agent from the European J.V. as being included
in the ABT Obligations and that are provided by a Person that shall have been a Lender or an
Affiliate of a Lender at the time of such designation.




          “ABT Percentage” means, with respect to any ABT Lender, the percentage of the total
ABT Commitments represented by such Lender’s ABT Commitment. If the ABT Commitments have been
terminated or expired, the ABT Percentages shall be determined based upon the ABT Commitments most
recently in effect, after giving effect to any assignments.




          “Adjusted Eurocurrency Rate” means, with respect to any Eurocurrency 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 any Eurocurrency Borrowing denominated in US Dollars or Pounds
Sterling, or the EURIBO Rate for any Eurocurrency Borrowing denominated in Euros, for such Interest
Period divided by (b) 1.00 minus the Statutory Reserves applicable to such Eurocurrency Borrowing.




          “Administrative Agent” means JPMEL, 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.




          “Affiliate Authorization” means each Affiliate Authorization delivered by any
Affiliate of a Lender to the Collateral Agent substantially in the form of Exhibit K hereto.




          “Agents” means the Administrative Agent and the Collateral Agent.




          “Amendment and Restatement Agreement” shall mean the Amendment and Restatement
Agreement dated as of the date hereof among the Borrowers, the lenders party thereto and the
Administrative Agent.




          “Applicable Assets” means (a) with respect to the European J.V., all the assets and
rights of the European J.V. listed on Schedule 1.01(a), (b) with respect to any Grantor organized
under the laws of the Federal Republic of Germany, all the assets and rights of such Grantor listed
on Schedule 1.01(b), (c) with respect to any Grantor organized under the laws of Luxembourg, all
the assets and rights of such Grantor listed on Schedule 1.01(c), (d) with respect to any Grantor
organized under the laws of the United Kingdom, all the assets and rights of such Grantor listed on
Schedule 1.01(d), and (e) with respect to any Grantor organized under the laws of the Republic of
France, all the assets and rights of such Grantor listed on Schedule 1.01(e).




 









 



4







          “Applicable Rating” shall mean, at any time, each of (a) the public corporate credit
rating assigned to Goodyear at such time by Standard & Poor’s and (b) the public senior implied
rating assigned to Goodyear at such time by Moody’s.




          “Applicable Secured Obligations” means (a) with respect to each Grantor organized
under the laws of any jurisdiction other than the Federal Republic of Germany, (i) the ABT
Obligations and (ii) the Guarantees of the ABT Obligations by each such Grantor under the Guarantee
and Collateral Agreement, and (b) with respect to each Grantor organized under the laws of the
Federal Republic of Germany, (i) the Obligations and (ii) the Guarantees by each such Grantor of
the Obligations under the Guarantee and Collateral Agreement.




          “Applicable Term Percentage” means, with respect to any Lender, the percentage of the
total Term Loan Commitments represented by such Lender’s Term Loan Commitment.




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




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




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




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




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




 









 



5







          “Borrowers” means the European J.V., GDTG, Goodyear KG, Dunlop KG, and Lux Tires.




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




          “Borrowing Minimum” means (a) in the case of a Borrowing denominated in US Dollars,
$5,000,000, (b) in the case of a Borrowing denominated in Pounds Sterling, £5,000,000, (c) in the
case of a Borrowing denominated in Euros (other than a Swingline Borrowing), €5,000,000, and (d) in
the case of a Swingline Borrowing, €500,000.




          “Borrowing Multiple” means (a) in the case of a Borrowing denominated in US Dollars,
$1,000,000, (b) in the case of a Borrowing denominated in Pounds Sterling, £1,000,000, (c) in the
case of a Borrowing denominated in Euros (other than a Swingline Borrowing), €1,000,000, and (d) in
the case of a Swingline Borrowing, €100,000.




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




          “Business Day” means a day (other than a Saturday or Sunday) on which banks are open
for general business in London, New York, Frankfurt, Amsterdam, Luxembourg and (a) in relation to
any date for payment or purchase of a currency other than Euros, on which banks are open for
business in the principal financial center of the country of that currency, and (b) in relation to
any date for payment or purchase of Euros, on which the TARGET payment system is open for the
settlement of payments in Euros.




          “CAM Exchange” means the exchange of the Lenders’ interests provided for in Section
7.02.




          “CAM Exchange Date” means the date on which any event referred to in paragraph (h) or
(i) of Section 7.01 shall occur in respect of any Borrower.




          “CAM Percentage” means, with respect to each Lender, a fraction, expressed as a
decimal, of which (a) the numerator shall be the aggregate Designated Obligations owed to such
Lender (whether or not at the time due and payable) and (b) the denominator shall be the aggregate
Designated Obligations owed to all the Lenders (whether or not at the time due and payable).




          “Capital Expenditures” of any Person means, for any period, (a) the additions to
property, plant and equipment and other capital expenditures of such Person and its subsidiaries
that are (or would be) set forth in a statement of cash flows of such Person and its Consolidated
Subsidiaries for such period prepared in accordance with GAAP, excluding capitalized software
expenses, and (b) Capital Lease Obligations incurred by such Person 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,




 









 



6







(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, (ii) acquisitions permitted by Section 6.05(e) shall
be excluded and (iii) “Capital Expenditures” in respect of any period shall be reduced by the
amount of Customer Capital Expenditures that are directly paid by customers during such period and
by the amount of reimbursements Goodyear or any Subsidiary shall have received during such period
from customers in respect of Customer Capital Expenditures; provided that (A) the aggregate
amount of such reductions in respect of Customer Capital Expenditures under the programs specified
in Schedule 6.09 shall not exceed $160,000,000 during the term of this Agreement and (B) the
aggregate amount of such reductions in respect of Customer Capital Expenditures made other than
under the program specified in Schedule 6.09 shall not exceed $50,000,000 in any fiscal year.
“Capital Expenditures” shall also include all Investments made under Section 6.05(k)(ii).




          “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.




          “Cash Equivalent” means, at any time, a financial instrument issued by any permitted
issuer of a Permitted Investment that at such time is immediately convertible to cash at face value
without any penalty, premium or loss of discount.




          “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
Goodyear, (b) occupation of a majority of the seats (other than vacant seats) on the board of
directors of Goodyear by Persons who were neither (i) directors on the date hereof or nominated by
the board of directors of Goodyear nor (ii) appointed by directors so nominated, (c) the failure of
Goodyear to own directly or indirectly, beneficially and of record, free and clear of all Liens
(other than Permitted Encumbrances), more than 50% of the issued and outstanding capital stock of,
and to Control, the European J.V., or (d) the failure of Goodyear to own directly or indirectly,
beneficially and of record, more than 50% of the issued and outstanding capital stock of, and to
Control, any of GDTG, Goodyear KG, Dunlop KG or Lux Tires.




          “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




 









 



7




Agreement or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section
2.15(b), by any lending office of such Lender or by such Lender’s or such Issuing Bank’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.




          “Class” when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are ABT Loans, GDTG Loans, Term Loans or Swingline Loans
and, when used in reference to any Commitment, refers to whether such Commitment is an ABT
Commitment, GDTG 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 all the assets and rights that secure any of the Obligations
pursuant to the Security Documents.




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




          “Commitment” means an ABT Commitment, a GDTG Commitment or a Term Loan Commitment, or
any combination thereof (as the context requires).




          “Consent Assets” has the meaning assigned to such term in the Guarantee and Collateral
Agreement.




          “Consent Subsidiary” means (i) with respect to Goodyear or any US Subsidiary, (a) any
Subsidiary listed on Part I or Part II of Schedule 1.01A and (b) any Subsidiary not on Schedule
1.01A or formed or acquired after the Effective Date in respect of which (A) the consent of any
Person other than Goodyear or any Wholly Owned Subsidiary of Goodyear is required by applicable law
or the terms of any organizational document of such Subsidiary or other agreement of such
Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiary to execute the
Guarantee and Collateral Agreement as a US Guarantor (as defined under the Guarantee and Collateral
Agreement) and perform its obligations thereunder and (B) Goodyear endeavored in good faith to
obtain such consents and such consents shall not have been obtained, and (ii) with respect to the
European J.V. or a J.V. Subsidiary, any J.V. Subsidiary formed or acquired after the Effective Date
in respect of which (A) the consent of any Person other than Goodyear, the European J.V. or any
Wholly Owned Subsidiary of Goodyear or the European J.V. is required by applicable law or the terms
of any organizational document of such J.V. Subsidiary or other agreement of such J.V. Subsidiary
or any Affiliate of




 









 


8




such J.V. Subsidiary in order for such J.V. Subsidiary to execute the Guarantee and Collateral
Agreement as a European Facilities Guarantor and perform its obligations thereunder, or in order
for Equity Interests of such J.V. Subsidiary to be pledged under a Security Agreement, as the case
may be, and (B) Goodyear and the European J.V. 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 Goodyear or any Borrower, and any Consent Subsidiary
(including a Consent Subsidiary listed in Part I or Part II of Schedule 1.01A) that at any time
ceases to meet the test set forth in clause (A) shall cease to be a Consent Subsidiary. No
Subsidiary shall be a Consent Subsidiary if it is a Guarantor or a Grantor under the First Lien
Guarantee and Collateral Agreement, the Second Lien Guarantee and Collateral Agreement or the Third
Lien Collateral Agreement or a Subsidiary Guarantor or Grantor Subsidiary Guarantor under the
Junior Lien Indenture.




          “Consolidated EBITDA” of any Person means, for any period, Consolidated Net Income of
such Person for such period plus (a) without duplication and to the extent deducted in determining
such Consolidated Net Income, the sum for such Person and its Consolidated Subsidiaries 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 March 31, 2005, (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 European J.V. EBITDA” means, for the European J.V. and its Consolidated
Subsidiaries for any period, Consolidated Net Income of the European J.V. for such period plus (a)
without duplication and to the extent deducted in determining such Consolidated Net Income, the sum
for the European J.V. and its Consolidated Subsidiaries 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 taken by the European J.V. and its Consolidated
Subsidiaries 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




 









 



9




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 March 31, 2003, (iii) Excess J.V. 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. For purposes of Section 6.11, Consolidated European J.V. EBITDA for
any period of four consecutive fiscal quarters will be determined in Euros based upon the Exchange
Rate in effect on the last day of the applicable period.




          “Consolidated Interest Expense” of any Person means, for any period the sum of,
without duplication, (a) the consolidated interest expense (including imputed interest expense in
respect of Capital Lease Obligations and excluding fees and other origination costs included in
interest expense and arising from Indebtedness incurred at any time) of such Person 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 of such Person and its Consolidated Subsidiaries and (c) all finance expense of
such Person and its Consolidated Subsidiaries related to Securitization Transactions, excluding
amortization of origination and other fees.




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




          “Consolidated Net J.V. Indebtedness” means, at any date, (a) the sum for the European
J.V. and its Consolidated Subsidiaries at such date, without duplication, of (i) all Indebtedness
(other than obligations in respect of Swap Agreements) that is included on the European
J.V.=s consolidated balance sheet, (ii) all Capital Lease Obligations, (iii) all synthetic
lease financings and (iv) all Securitization Transactions, minus (b) the aggregate amount of cash,
cash equivalents and Permitted Investments in excess of $100,000,000 held at such time by the
European J.V. and its Consolidated Subsidiaries, all determined in accordance with GAAP. For
purposes of computing Consolidated Net J.V. Indebtedness, (A) the amount of any synthetic lease
financing shall equal the amount that would be capitalized in respect of such lease if it were a
Capital Lease Obligation, and (B) Indebtedness owing by the European J.V. or any of its
Consolidated Subsidiaries to Goodyear or any of its Consolidated Subsidiaries shall be disregarded.
For purposes of Section 6.11, Consolidated Net J.V. Indebtedness will be determined in Euros based
upon the Exchange Rate in effect on the last day of the applicable period.




          “Consolidated Net Secured Indebtedness” means, at any date, (a) the sum for Goodyear
and its Consolidated Subsidiaries for such period, without duplication, of




 









 



10







(i) all Indebtedness (other than obligations in respect of Swap Agreements) that is included
on Goodyear’s consolidated balance sheet and is secured by any assets of Goodyear or a Consolidated
Subsidiary, (ii) all Capital Lease Obligations, (iii) all synthetic lease financings, (iv) all
Indebtedness of South Pacific Tyres that is secured by any of its assets or assets of Goodyear or a
Consolidated Subsidiary and (v) all Securitization Transactions, minus (b) the aggregate amount of
cash, cash equivalents and Permitted Investments in excess of $400,000,000 held at such time by
Goodyear and the Consolidated Subsidiaries, all determined in accordance with GAAP. For purposes
of computing Consolidated Net 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 Revenue” means, for any period, the revenues of Goodyear and its
Consolidated Subsidiaries for such period, determined in accordance with GAAP.




          “Consolidated Subsidiary” means with respect to any Person, at any date, each
Subsidiary of such Person the accounts of which would be consolidated with those of such Person in
such Person’s consolidated financial statements prepared in accordance with GAAP.




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




          “Continuation Request” means a request by any Borrower to continue a Revolving
Borrowing or Term Borrowing in accordance with Section 2.07 in substantially the form of Exhibit B
hereto.




          “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, the Amendment and Restatement Agreement, the
Issuing Bank Agreements, any letter of credit applications referred to in Section 2.04(a) or (b),
any promissory notes delivered pursuant to Section 2.09(e) and the Security Documents.




          “Credit Facilities Agreements” means the First Lien Agreement, the Second Lien
Agreement and the European Facilities Agreement.




          “Credit Facilities Documents” means the Credit Facilities Agreements, the Guarantee
and Collateral Agreement, the First Lien Guarantee and Collateral Agreement, the Second Lien
Guarantee and Collateral Agreement and the other Security Documents (as such term is defined in any
Credit Facilities Agreement).




          “Credit Parties” means the J.V. Loan Parties, Goodyear and the US Subsidiary
Guarantors.




 









 



11







          “Customer Capital Expenditures” shall mean all or any portion of the purchase price of
equipment or other fixed assets purchased for use in the business of Goodyear or any Subsidiary
that is paid directly, or reimbursed to Goodyear or any Subsidiary, by customers of Goodyear or any
of the Subsidiaries that are not Affiliates of Goodyear.




          “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.




          “Designated Debt” means Indebtedness of Goodyear that matures during any of the
calendar years 2005, 2006, 2007 and 2008.




          “Designated Obligations” means (a) with respect to ABT Loans, the Euro Equivalent of
all ABT Obligations of the Credit Parties in respect of (i) the principal of and interest on the
ABT Loans and (ii) commitment fees in respect of unused ABT Commitments described in Section
2.12(a), in each case regardless of whether then due and payable, (b) with respect to LC Exposures,
(i) the Euro Equivalent of the participations of the Lenders in the Letters of Credit and (ii) the
Euro Equivalent of all ABT Obligations of the Credit Parties in respect of (A) the principal of and
interest on unreimbursed LC Disbursements and (B) participation fees in respect of Letters of
Credit described in Section 2.12(b), in each case regardless of whether then due and payable, (c)
with respect to Swingline Exposures, (i) the ABT Obligations of the Credit Parties to the Swingline
Lender in respect of interest on the Swingline Loans accrued prior to the acquisition of
participations in the Swingline Loans pursuant to Section 7.02 and (ii) the participations of the
Lenders in the principal of and interest on the Swingline Loans, (d) with respect to GDTG Loans,
the Euro Equivalent of all GDTG/Term Obligations of the Credit Parties in respect of (i) the
principal of and interest on the GDTG Loans, and (ii) commitment fees in respect of unused GDTG
Commitments described in Section 2.12(a), in each case regardless of whether then due and payable,
and (e) with respect to Term Loans, all GDTG/Term Obligations of the Credit Parties in respect of
the principal of and interest on the Term Loans, regardless of whether then due and payable.




          “Disclosure Documents” means (a) the Information Memorandum, (b) reports of Goodyear
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 24, 2005, or (ii) filed with the Securities
and Exchange Commission after such date and prior to the Effective Date and delivered to the
Administrative Agent.




          “Dividend Availability Period” means a period commencing on the first date that the
Applicable Ratings are Ba2 or better and BB or better, respectively, and ending on the first date
thereafter that either Applicable Rating has for a consecutive 12-month period been lower than Ba3
or BB-. If at any time either, but not both, of the Applicable Ratings is not so maintained as a
public rating, the Applicable Rating that is not maintained shall be disregarded and the
commencement, continuance or termination of any Dividend Availability Period shall be based solely
on the Applicable Rating that is maintained as a public rating (i.e., as if the Applicable
Rating not so maintained were Ba2




 









 



12




or better or BB or better, as applicable). At any time that each of the Applicable Ratings is
not maintained as a public rating, each shall be deemed to be lower than Ba3 or BB-, as applicable.




          “Dunlop KG” means Dunlop GmbH & Co. KG, a partnership organized under the laws of the
Federal Republic of Germany.




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




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




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




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




          “Equity Proceeds” means Net Cash Proceeds from issuances or sales of Equity Interests
(other than to directors, officers or employees of Goodyear or any Subsidiary in connection with
compensation or incentive arrangements) of Goodyear after the Effective Date.




          “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 Goodyear 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




 









 



13




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 Goodyear, 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 Goodyear, 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 Goodyear, 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 Goodyear, any Subsidiary or
any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Goodyear, 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.




          “EURIBO Rate” means, with respect to any Eurocurrency Borrowing denominated in Euros
for any Interest Period, the rate sponsored by the Banking Federation of the European Union and the
Financial Markets Association and appearing on page 248 of Dow Jones Markets 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 Euro deposits in the Euro interbank market) at approximately 11:00
a.m., Brussels time, two Business Days prior to the commencement of such Interest Period, as the
rate for deposits in Euros with a maturity comparable to such Interest Period; provided
that in the event that such rate is not available at such time for any reason with respect to such
Eurocurrency Borrowing, then the “EURIBO Rate” with respect to such Eurocurrency Borrowing for such
Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which
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.




          “Euro” or “€” means the lawful currency of the member states of the European
Union that has adopted a single currency in accordance with applicable law or treaty.




          “Euro Equivalent” means, on any date of determination, (a) with respect to any amount
in Euros, such amount, and (b) with respect to any amount in US Dollars or Pounds Sterling, the
equivalent in Euros of such amount, determined by the Administrative Agent using the Exchange Rate
or the LC Exchange Rate, as applicable,




 









 



14




with respect to US Dollars or Pounds Sterling, as the case may be, in effect for such amount
on such date. The Euro Equivalent at any time of the amount of any Letter of Credit, LC
Disbursement or Loan denominated in US Dollars or Pounds Sterling shall be the amount most recently
determined as provided in Section 1.05(b).




          “Eurocurrency”, 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 Eurocurrency Rate.




          “European Facilities Agreement” means this Agreement, the Amended and Restated Term
Loan and Revolving Credit Agreement dated as of March 31, 2003, as amended and restated as of the
Effective Date, among the European J.V., the other borrowers thereunder, certain lenders, certain
issuing banks, JPMEL, as administrative agent, and JPMCB, as collateral agent.




          “European J.V.” means Goodyear Dunlop Tires Europe B.V., a corporation organized under
the laws of The Netherlands.




          “Event of Default” has the meaning assigned to such term in Section 7.01.




          “Excess Cash Rationalization Charges” means, for any period, cash expenditures of
Goodyear and its Consolidated Subsidiaries in such period with respect to Rationalization Charges
recorded on Goodyear’s consolidated income statement after March 31, 2005; provided,
however, that for such cash expenditures incurred after March 31, 2005, Excess Cash
Rationalization Charges shall only include the aggregate amount of such cash expenditures which
exceed the sum of $150,000,000 plus 50% of Equity Proceeds received after the Effective Date.




          “Excess J.V. Cash Rationalization Charges” means, for any period, cash expenditures of
the European J.V. and its Consolidated Subsidiaries in such period with respect to Rationalization
Charges recorded on the European J.V.’s consolidated income statement after March 31, 2005;
provided, however, that for such cash expenditures incurred after March 31, 2005,
Excess Cash Rationalization Charges shall only include the aggregate amount of such cash
expenditures which exceed the sum of $75,000,000 plus 50% of J.V. Equity Proceeds received by the
European J.V. after the Effective Date.




          “Exchange Rate” means, on any day, with respect to US Dollars, Pounds Sterling or any
other currency in relation to Euros, the rate at which such currency may be exchanged into Euros,
as set forth at approximately 12:00 noon, London time, on such day on the Reuters World Currency
Page for US Dollars, Pounds Sterling or such other currency, as applicable. In the event that any
such rate does not appear on the applicable Reuters World Currency Page, the Exchange Rate shall be
determined by reference to such other publicly available service for displaying exchange rates as
may be agreed upon by the Administrative Agent and the European J.V. or, in the absence of such
agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange
of the Administrative Agent, at or about 11:00 a.m., London time, on such date for the purchase of
Euros for delivery two Business Days later; provided that if at the




 









 



15




time of any such determination, for any reason, no such spot rate is being quoted, the
Administrative Agent, after consultation with the European J.V., may use any reasonable method it
deems appropriate to determine such rate, and such determination shall be conclusive absent
manifest error.




          “Excluded Subsidiary” means any Subsidiary with only nominal assets and no operations.
No Subsidiary shall be an Excluded Subsidiary if it is a Guarantor or a Grantor under the First
Lien Guarantee and Collateral Agreement, the Second Lien Guarantee and Collateral Agreement or the
Third Lien Collateral Agreement or a Subsidiary Guarantor or Grantor Subsidiary Guarantor under the
Junior Lien Indenture.




          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
any Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income
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 or any similar tax imposed by any 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 Section 7.02 or an assignee pursuant to a
request by the European J.V. under Section 2.19(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 such Borrower with respect to such
withholding tax pursuant to Section 2.17(a) or (ii) any withholding tax that is imposed by the
United States on amounts payable to a Foreign Lender that is attributable to such Foreign Lender’s
failure to comply with Section 2.17(e).




          “Existing Credit Agreement” means the Term Loan and Revolving Credit Agreement dated
as of March 31, 2003, as amended, among Goodyear, the European J.V., GDTG, Goodyear KG, Dunlop KG,
Lux Tires, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent for the Lenders, as in effect immediately prior to the effectiveness of
Transactions to occur on the Effective Date and prior to its amendment and restatement in the form
hereof.




          “Financial Officer” of any Person means the chief financial officer, principal
accounting officer, treasurer or any assistant treasurer of such Person.




          “First Lien Agreement” means the First Lien Credit Agreement dated as of the date
hereof, among Goodyear, certain lenders, certain issuing banks, Citicorp USA, Inc., as syndication
agent, and JPMCB, as administrative agent.




          “First Lien Guarantee and Collateral Agreement” means the Guarantee and Collateral
Agreement among Goodyear, the Subsidiary Guarantors thereunder, the grantors thereunder, certain
other Subsidiaries and JPMCB, as collateral agent, substantially in the form of Exhibit G, as from
time to time amended, supplemented or




 









 



16




otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein).




          “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than the United States or any political subdivision thereof.




          “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 or, when
reference is made to financial statements of a Person organized under the laws of a jurisdiction
outside of the United States, generally accepted accounting principles in such jurisdiction, except
that all determinations made under Section 6.11 shall be made in accordance with generally accepted
accounting principles in the United States.




          “GDTG” means Goodyear Dunlop Tires Germany GmbH, a company organized under the laws of
the Federal Republic of Germany.




          “GDTG 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 all GDTG
Commitments.




          “GDTG Commitment” means, with respect to each GDTG Lender, the commitment of such
Lender to make GDTG Loans hereunder, expressed as an amount representing the maximum permitted
aggregate amount of such Lender’s GDTG Credit Exposure hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.08 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
GDTG Lender’s GDTG Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its GDTG Commitment, as applicable. The initial
aggregate amount of the GDTG Lenders’ GDTG Commitments is €155,000,000.




          “GDTG Credit Exposure” means, with respect to any GDTG Lender at any time, the sum of
the Euro Equivalents of such Lender’s GDTG Loans at such time.




          “GDTG Lender” means a Lender with a GDTG Commitment or, if the GDTG Commitments have
terminated or expired, a Lender with GDTG Credit Exposure.




          “GDTG Loan” means a Loan made pursuant to clause (b) of Section 2.01.




          “GDTG Percentage” means, with respect to any GDTG Lender, the percentage of the total
GDTG Commitments represented by such Lender’s GDTG Commitment. If the GDTG Commitments have been
terminated or expired, the GDTG Percentages shall be determined based upon the GDTG Commitments
most recently in effect, after giving effect to any assignments.




 









 



17







          “GDTG/Term 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 GDTG Loans and the Term 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 (including the Collateral Agent
under Section 9.15) 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), save in each case insofar as the same relate to, or to any Guarantee of, the ABT Loans
or any amount payable in respect thereof, (b) the due and punctual performance of all other
nonmonetary obligations of the Credit Parties to any of the Secured Parties under this Agreement
and the other Credit Documents (other than the performance of obligations in respect of, or under
any Guarantee in respect of, the ABT Loans or any amount payable in respect thereof), (c) the due
and punctual payment and performance of all obligations of any J.V. Subsidiary organized under the
laws of the Federal Republic of Germany under each Swap Agreement that shall at any time have been
specified in a written notice to the Administrative Agent from the European J.V. as being included
in the GDTG/Term Obligations if such Swap Agreement (i) shall have been in effect on the Effective
Date with a counterparty that shall have been a Lender or an Affiliate of a Lender immediately
prior to the effectiveness of the amendment and restatement hereof as of the Effective Date or (ii)
shall have been entered into after the Effective Date with any counterparty that shall have been a
Lender or an Affiliate of a Lender at the time such Swap Agreement was entered into and (d) the due
and punctual payment and performance of all obligations of any J.V. Subsidiary organized under the
laws of the Federal Republic of Germany arising out of or in connection with cash management or
similar services that shall at any time have been designated in a written notice to the
Administrative Agent from the European J.V. as being included in the GDTG/Term Obligations and that
are provided by a Person that shall have been a Lender or an Affiliate of a Lender at the time of
such designation; provided that any amount or obligation that is an ABT Obligation shall
not be a GDTG/Term Obligation.




          “GmbH” has the meaning set forth in Section 5.08(c).




          “Goodyear” means The Goodyear Tire & Rubber Company, an Ohio corporation.




          “Goodyear KG” means Goodyear GmbH & Co. KG, a partnership organized under the laws of
the Federal Republic of Germany.




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




 









 



18







          “Grantors” means the European J.V. and each J.V. Subsidiary that has become, or is
required to become, a Grantor (as defined in the Guarantee and Collateral Agreement) pursuant to
Section 4.01(h) or Section 5.08.




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




          “Guarantee and Collateral Agreement” means the Guarantee and Collateral Agreement
among Goodyear, the Subsidiary Guarantors, the Grantors, certain other Subsidiaries, the Lenders
and the Collateral Agent substantially in the form of Exhibit F hereto, as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein).




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




          “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes
or similar instruments, (c) all obligations of such Person under conditional sale or other title
retention agreements relating to property acquired by such Person, (d) all obligations of such
Person in respect of the deferred purchase price of property or services (excluding accounts
payable incurred in the




 









 



19




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, (i) all Securitization Transactions of such Person
and (j) all obligations of such Person in respect of Swap Agreements 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
2005 relating to Goodyear and the Transactions.




          “Intellectual Property” has the meaning set forth in the Guarantee and Collateral
Agreement.




          “Intercompany Items” means obligations owed by the Borrower or any Subsidiary to the
Borrower or any other Subsidiary.




          “Interest Payment Date” means (a) with respect to any Eurocurrency 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 Eurocurrency 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 and (b) with respect to any Swingline Loan, the day
that such Loan is required to be repaid.




          “Interest Period” means, with respect to any Eurocurrency 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 (or, in the case of Revolving
Loans, one or two weeks), as any 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 Eurocurrency Borrowing that commences on the last Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially
shall be the date on which such Borrowing is made and, in the case of a




 









 



20




Borrowing, thereafter shall be the effective date of the most recent continuation of such
Borrowing.




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




          “ Issuing Bank” shall mean JPMCB and BNP Paribas, and each other financial
institution that has entered into an Issuing Bank Agreement, each in its capacity as an issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.04(i).
Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by
Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include
any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.




          “Issuing Bank Agreement” means an agreement in form reasonably satisfactory to the
European J.V., the Administrative Agent and a financial institution pursuant to which such
financial institution agrees to act as an Issuing Bank hereunder.




          “JPMCB” means JPMorgan Chase Bank, N.A., and its successors.




          “JPMEL” means J.P. Morgan Europe Limited, and its successors.




          “Junior Lien Indenture” means the Indenture dated as of March 12, 2004, among the
Borrower, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as trustee.




          “Junior Securities” means, collectively, any Senior Subordinated-Lien Indebtedness and
any Indebtedness or preferred Equity Interests issued under Section 6.01(q).




          “J.V. Equity Proceeds” means Net Cash Proceeds from issuances or sales of Equity
Interests (other than to directors, officers or employees of the European J.V. or any J.V.
Subsidiary in connection with compensation or incentive arrangements) of the European J.V. after
the Effective Date.




          “J.V. Loan Parties” means the European J.V. and the Subsidiary Guarantors.




          “J.V. Subsidiary” means any subsidiary of the European J.V.




          “KG” has the meaning set forth in Section 5.08(c).




          “LC Commitment” means, as to any Issuing Bank, the maximum permitted amount of the LC
Exposure that may be attributable to Letters of Credit issued by such Issuing Bank, as set forth in
such Issuing Bank’s Issuing Bank Agreement.




          “LC Disbursement” shall mean a payment made by an Issuing Bank in respect of a Letter
of Credit. The amount of any LC Disbursement made by an Issuing




 









 



21




Bank in US Dollars or Pounds Sterling and not reimbursed by the applicable Borrower shall be
determined as set forth in paragraph (e) or (l) of Section 2.04, as applicable.




          “LC Exchange Rate” means, on any day, with respect to Euros in relation to US Dollars
or Pounds Sterling, the rate at which Euros may be exchanged into such currency, as set forth at
approximately 12:00 noon, New York City time, on such day on the applicable Reuters World Currency
Page. In the event that any such rate does not appear on the applicable Reuters World Currency
Page, the LC Exchange Rate shall be determined by reference to such other publicly available
service for displaying exchange rates as may be agreed upon by the Administrative Agent and the
Borrower or, in the absence of such agreement, such LC Exchange Rate shall instead be the
arithmetic average of the spot rates of exchange of the Administrative Agent, at or about 11:00
a.m., London time, on such date for the purchase of US Dollars or Pounds Sterling, as the case may
be, with Euros for delivery two Business Days later; provided that if at the time of any
such determination, for any reason, no such spot rate is being quoted, the Administrative Agent,
after consultation with the European J.V., may use any reasonable method it deems appropriate to
determine such rate, and such determination shall be conclusive absent manifest error.




          “LC Exposure” shall mean, at any time, the sum of (a) the aggregate of the Euro
Equivalents of the undrawn amounts of all outstanding Letters of Credit and (b) the aggregate of
the Euro Equivalents of the amounts of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrowers at such time. The LC Exposure of any ABT Lender at any time shall be
such Lender’s ABT Percentage of the aggregate LC Exposure.




          “LC Participation Calculation Date” means, with respect to any LC Disbursement made in
a currency other than Euros, (a) the date on which the Issuing Bank shall advise the Administrative
Agent that it purchased with Euros the currency used to make such LC Disbursement, or (b) if the
Issuing Bank shall not advise the Administrative Agent that it made such a purchase, the date on
which such LC Disbursement is made.




          “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. Unless the context
otherwise requires, the term “Lender” includes the Swingline Lender.




          “Letter of Credit” shall mean any letter of credit issued pursuant to this Agreement.




          “LIBO Rate” means, with respect to any Eurocurrency Borrowing denominated in US
Dollars or in Pounds Sterling for any Interest Period, the rate appearing on the applicable page of
the Dow Jones Market Service for such currency (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




 









 



22





page of such Service, as determined by the Administrative Agent from time to time for purposes
of providing quotations of interest rates applicable to 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 deposits in the applicable currency 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 such Eurocurrency Borrowing, then the “LIBO Rate” with respect to such
Eurocurrency Borrowing for such Interest Period shall be the rate (rounded upwards, if necessary,
to the next 1/100 of 1%) at which deposits of US$5,000,000 or £5,000,000, as the case may be, 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, lien, French
delegation of claims, 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 Subordination and Intercreditor Agreement” means the Lien Subordination and
Intercreditor Agreement dated as of March 12, 2004, among the Collateral Agent, Wilmington Trust
Company, Goodyear and the Subsidiary Guarantors.




          “Loans” means (a) the loans made by the Lenders to any Borrower pursuant to this
Agreement and (b) Swingline Loans.




          “Lux Tires” means Goodyear Luxembourg Tires S.A., a société anonyme organized under
the laws of Luxembourg.




          “Majority Lenders” means, 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 Goodyear 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 or the Issuing Banks under this
Agreement and the other Credit Documents that are material to the interests of the Lenders or the
Issuing Banks.




 









 



23







          “Material Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Swap Agreements, of any one or more of Goodyear
and the Subsidiaries in an aggregate principal amount exceeding $50,000,000. For purposes of
determining Material Indebtedness, the “principal amount” of the obligations of Goodyear 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 Goodyear 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 2.5% for any such individual Subsidiary, or more than 5% in the
aggregate for all such Subsidiaries, of either (a) Consolidated Total Assets or (b) Consolidated
Revenue for the period of four fiscal quarters most recently ended.




          “Maturity Date” means April 30, 2010.




          “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” means, with respect to any Prepayment Event, (a) the cash proceeds
received in respect of such event including (i) any cash received in respect of any non-cash
proceeds (including as a result of any monetization of non-cash proceeds), but only as and when
received, (ii) in the case of a casualty, insurance proceeds received, and (iii) in the case of a
condemnation or similar event, condemnation awards and similar payments received, net of (b) the
sum of (A) all reasonable fees, discounts, commissions and out-of-pocket expenses (including any
legal, title and recording tax expenses) paid by the European J.V. and the J.V. Subsidiaries to
third parties (other than Affiliates) in connection with such event, (B) in the case of a sale,
transfer or other disposition of any property or asset (including pursuant to a Sale and Leaseback
Transaction or a casualty or a condemnation or similar proceeding), the amount of all payments
required to be made by the European J.V. and the J.V. Subsidiaries as a result of such event to
repay Indebtedness (other than the Loans) secured by such asset or otherwise subject to mandatory
prepayment as a result of such event, and (C) the amount of all taxes paid (or reasonably estimated
to be payable) by the European J.V. and the J.V. Subsidiaries (including taxes required to be paid
or withheld in respect of the transfer of amounts from the recipient thereof to a Borrower), and
the amount of any reserves established by the European J.V. and the J.V. Subsidiaries to fund
contingent liabilities reasonably estimated to be payable, in each case during the year that such
event occurred or the next succeeding year and that are directly attributable to such event (as
determined reasonably and in good faith by a Financial Officer of the European




 









 



24




J.V. or Goodyear); provided that, to the extent and at the time any such amounts are
released to the European J.V. or any J.V. Subsidiary from such reserve, such amounts shall
constitute Net Cash Proceeds. Notwithstanding the foregoing, amounts that would otherwise
constitute Net Cash Proceeds shall not constitute Net Cash Proceeds to the extent that (x) currency
or foreign exchange controls prevent the repatriation of such amounts to the Term Borrowers, (y)
the recipient of such amounts is not a Wholly Owned Subsidiary and (1) the consent of any Person
other than Goodyear or any Wholly Owned Subsidiary is required by applicable law or the terms of
any organizational document of such non-Wholly Owned Subsidiary or other agreement of such
Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiary to transfer such
amounts to a Term Borrower (whether by distribution, loan or advance, repayment of intercompany
Indebtedness or other commercially reasonable means) and (2) Goodyear and the European J.V.
endeavored in good faith to obtain such consents and such consents shall not have been obtained (to
permit the transfer of such proceeds by any of such means) or (z) capital maintenance, corporate
benefit or over collateralization rules prevent the repayment of such amounts by, or repatriation
of such amounts for repayment to, the Term Borrowers. The Net Cash Proceeds received by any
non-Wholly Owned Subsidiary shall be deemed to equal the amount determined as set forth above
multiplied by the European J.V.’s aggregate direct or indirect percentage ownership of such
Subsidiary. The Net Cash Proceeds of any event that is not a Prepayment Event shall be determined
as if such event were a Prepayment Event.




          “Net Intercompany Items” means, in the case of any Subsidiary, (a) the aggregate
amount of the Intercompany Items owed by the Borrower or any other Subsidiary to such Subsidiary
minus (b) the aggregate amount of the Intercompany Items owed by such Subsidiary to the Borrower or
any other Subsidiary.




          “Obligations” means the ABT Obligations and the GDTG/Term Obligations.




          “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.




          “Permitted Encumbrances” means:





     (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;



 









 



25





     (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 (including cash deposits to secure
obligations in respect of letters of credit provided) 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 March 31, 2003, in the ordinary course of business to
secure the performance of surety bonds;




     (e) judgment liens;




     (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 Goodyear and the
Subsidiaries or of the Collateral, in each case taken as a whole, or materially interfere
with the ordinary conduct of business of Goodyear and the Subsidiaries, taken as a whole,
or otherwise adversely affect in any material respect the rights or interests of the
Lenders;



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




          “Permitted Investments” means:





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




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



 









 



26





     (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 US 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, (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, (iii) investments of the type and maturity described in clause (c)
in any obligor organized under the laws of a jurisdiction other than the United States that
(A) is a branch or subsidiary of a Lender or the ultimate parent company of a Lender under
one of the Credit Facilities Agreements (but only if such Lender meets the ratings and
capital, surplus and undivided profits requirements of such clause (c)) or (B) carries a
rating at least equivalent to the rating of the sovereign nation in which it is located,
and (iv) other investments of the type and maturity described in clause (c) in obligors
organized under the laws of a jurisdiction other than the United States in any country in
which such Subsidiary is located; provided, that the investments permitted under
this subclause (iv) shall be made in amounts and jurisdictions consistent with Goodyear’s
policies governing short-term investments.



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




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




 









 



27







          “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 Goodyear, 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.




          “Pounds Sterling” or “£” means the lawful currency of the United Kingdom.




          “Prepayment Event” means:





     (a) any sale, transfer, lease or other disposition (including pursuant to a Sale and
Leaseback Transaction other than a Sale and Leaseback Transaction consummated not more than
180 days after the acquisition or completion of construction of the assets subject thereto)
of any property or assets of the European J.V. or any J.V. Subsidiary to any Person other
than the European J.V. or any J.V. Subsidiary, other than dispositions (i) described in
clauses (a), (b), (c) or (h) of Section 6.06 or in Part III of Schedule 6.06 or in
subclause (ii) of clause (e) of Section 6.06, (ii) that result in Net Cash Proceeds not
exceeding $15,000,000 or (iii) of assets that do not constitute Collateral and are not
owned by J.V. Subsidiaries, the Equity Interests of which constitute Collateral; or




     (b) any casualty or other insured damage to, or any taking under power of eminent
domain or by condemnation or similar proceeding of, any property or asset of the European
J.V. or any J.V. Subsidiary, but only to the extent that the Net Cash Proceeds from such
event exceed $15,000,000 and then, if the European J.V. shall notify the Administrative
Agent that it or the applicable J.V. Subsidiary intends to apply such Net Cash Proceeds to
repair, restore or replace the property or asset that shall have been damaged or taken,
such event shall constitute a Prepayment Event only if such repair, restoration or
replacement shall not have commenced within 180 days after such event and the Net Cash
Proceeds of such event will be deemed for purposes of Section 2.11 to equal the amount not
so applied.



          “Principal European Subsidiary” means, any J.V. Subsidiary (other than a Borrower)
organized under the laws of the Federal Republic of Germany, Luxembourg, the Republic of France or
the United Kingdom with Total Assets having a book value in excess of $10,000,000 as of December
31, 2004, 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) (other than any Special Excluded
Subsidiary).




          “Priority Payables Reserve” means, at any time, the sum, without duplication, of any
deductions made pursuant to the definitions contained in the First Lien Agreement of “Additional
Inventory Reserves”, “Inventory Reserves”, “Eligible Inventory” and “Inventory Value”, and 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




 









 



28




created under the Security Documents (as defined in the First Lien Agreement) under Canadian
federal, provincial, territorial, 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.




          “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.




          “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in Goodyear 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.




          “Revolving Borrowing” shall mean a Borrowing comprising Revolving Loans.




          “Revolving Commitment” means an ABT Commitment or a GDTG Commitment.




          “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of
such Lender’s ABT Credit Exposure and GDTG Credit Exposure at such time.




          “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 an ABT Loan or a GDTG Loan.




          “Revolving Obligations” means the ABT Obligations.




          “Sale and Leaseback Transaction” means any arrangement whereby Goodyear 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




 









 



29




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.




          “SAVA” means Sava Tires, d.o.o., a corporation organized under the laws of the
Republic of Slovenia.




          “Second Lien Agreement” means the Second Lien Credit Agreement dated as of the date
hereof, among Goodyear, certain lenders and JPMCB, as administrative agent.




          “Second Lien Guarantee and Collateral Agreement” means the Guarantee and Collateral
Agreement among Goodyear, the Subsidiary Guarantors thereunder, the Grantors thereunder, certain
other Subsidiaries and the collateral agent under the Second Lien Agreement substantially in the
form of Exhibit H, as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein).




          “Secured Parties” means the Administrative Agent, the Collateral Agent, each Issuing
Bank and each Lender. For purposes of Section 9.15 and each Security Document, “Secured Parties”
shall also include each other Person to which is owed, as applicable, GDTG/Term Obligations or ABT
Obligations, and which has signed an Affiliate Authorization or the Amendment and Restatement
Agreement.




          “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; provided that
“Securitization Transaction” shall not include (A) the sale by any Foreign Subsidiary, in the
ordinary course of its business, of drafts with a bank or other financial institution as the maker
(or otherwise primarily responsible for the payment thereof), bankers acceptances or similar
instruments received by such Foreign Subsidiary from a customer operating in a jurisdiction other
than the United States or any of its territories or possessions or any political subdivision
thereof in satisfaction of accounts receivable or otherwise as consideration for goods sold or
services provided to such customer, (B) the sale, in the ordinary course of business, of drafts not
payable on demand received by Goodyear or any Subsidiary from a customer in satisfaction of
accounts receivable or otherwise as consideration for goods sold or services provided to such
customer pursuant to an arrangement (1) initiated by and entered into at the request of such
customer, and




 









 



30







(2) under which a financial institution has agreed as part of a financing program established
for and at the request of such customer to buy such drafts from such customer’s vendors (which
arrangements may be modified by Goodyear or any Subsidiary to contemplate the repurchase of such
drafts by such customer, or other actions by such customer to reinstate or to pay receivables in
respect of which such drafts were created, in the event of any failure by such financial
institution to buy such drafts) or (C) the sale of accounts receivable or proceeds thereof from
customers of Goodyear and its Affiliates to the extent such sale (x) is initiated by and entered
into at the request of such customers, and (y) involves the sale of such accounts receivable to
financial institutions as part of financing programs established for and at the request of such
customers. 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 Agreement” means any security agreement, pledge agreement, charge agreement,
mortgage, debenture or similar agreement, instrument or security document, or any supplement
thereto creating a Lien on any assets or rights to secure any of the Obligations.




          “Security Documents” means the Guarantee and Collateral Agreement, the German security
trust agreement in respect of the German Security Agreements, the Security Agreements and each
other instrument or document delivered in connection with the cash collateralization of Letters of
Credit or pursuant to Section 5.08 to secure any of the Obligations.




          “Senior Subordinated-Lien Collateral Agent” means, as to any Senior Subordinated-Lien
Indebtedness, the collateral agent under the applicable Senior Subordinated-Lien Indebtedness
Security Documents.




          “Senior Subordinated-Lien Governing Documents” means each Indenture or other agreement
or instrument providing for the issuance or setting forth the terms of any Senior Subordinated-Lien
Indebtedness.




          “Senior Subordinated-Lien Indebtedness” means Indebtedness of Goodyear that (a) is
secured by Liens permitted under Section 6.02(m), but that is not secured by Liens on any
additional assets, (b) constitutes Initial Junior Indebtedness or Designated Junior Obligations
under the Lien Subordination and Intercreditor Agreement, and the Liens securing which are
subordinated under the Lien Subordination and Intercreditor Agreement to the Liens securing the
obligations under the First Lien Agreement and the Second Lien Agreement and (c) does not contain
provisions inconsistent with the restrictions of Schedule 1.01B. Each of Goodyear’s 11% Senior
Secured Notes due 2011 and its Senior Secured Floating Rate Notes due 2011 issued on March 12,
2004, and the Indebtedness under the Third Lien Agreement are Senior Subordinated-Lien
Indebtedness.





 









 





31


          “Senior Subordinated-Lien Obligations” means, as to any Senior Subordinated-Lien
Indebtedness, (a) the principal of and all premium or make-whole amounts, if any, and interest
payable in respect of such Senior Subordinated-Lien Indebtedness, (b) any amounts payable under
Guarantees of such Senior Subordinated-Lien Indebtedness by Subsidiaries and (c) all other amounts
payable by Goodyear or any Subsidiary under such Senior Subordinated-Lien Indebtedness, the
applicable Senior Subordinated-Lien Security Documents (to the extent such amounts relate to such
Senior Subordinated-Lien Indebtedness) or the applicable Senior Subordinated-Lien Governing
Documents.




          “Senior Subordinated-Lien Security Documents” means, as to any Senior
Subordinated-Lien Indebtedness, the security agreements, pledge agreements, mortgages and other
documents creating Liens on assets of Goodyear and the US Subsidiary Guarantors to secure the
applicable Senior Subordinated-Lien Obligations.




          “Special Excluded Subsidiaries” means KDIS Distribution, Vulco France and Pneus
Holding.




          “Specified Jurisdiction” means The United States of America, Canada, the Federal
Republic of Germany, Luxembourg, the Netherlands, the Republic of France and the United Kingdom.




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




          “Statutory Reserves” means, with respect to any currency, the aggregate of the maximum
reserve, liquid asset, fees or similar requirements (including any marginal, special, emergency or
supplemental reserves or other requirements) established by any central bank, monetary authority,
the Board or other Governmental Authority for any category of deposits or liabilities customarily
used to fund loans in such currency, expressed in the case of each such requirement as a decimal,
provided that Statutory Reserves shall not include any such requirements of the Bank of
England, the European Central Bank, the European System of Central Banks or any other monetary or
other authority to the extent covered by Section 2.20. Such reserve percentages shall, in the case
of US Dollar denominated Loans, include those imposed pursuant to Regulation D of the Board.
Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset or similar
requirements without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under any applicable law, rule or regulation, including
Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date
of any change in any reserve, liquid asset or similar requirement.




          “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












 





32




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 Goodyear (other than Tire & Wheel Assemblies,
Inc. at any time when not more than 50% of the Equity Interests or 50% of the voting power are, as
of such date, owned or Controlled by Goodyear).




          “Subsidiary Guarantors” means (a) each Borrower (other than the European J.V.), and
(b) each J.V. Subsidiary (other than a Borrower) that is, or is required to be, a party to the
Guarantee and Collateral Agreement.




          “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.




          “Swingline Exposure” shall mean, at any time, the sum of the amounts of Swingline
Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be such
Lender’s ABT Percentage of the total Swingline Exposure at such time.




          “Swingline Lender” shall mean JPMCB, in its capacity as lender of Swingline Loans
hereunder.




          “Swingline Loan” shall mean a Loan made by the Swingline Lender pursuant to Section
2.05.




          “Swingline Rate” means, with respect to any Swingline Loan, (a) the rate at which Euro
deposits with interest periods of one day are offered by JPMCB in the London interbank market at
the time the Administrative Agent determines such rate on such day, divided by (b) 1.00 minus the
Statutory Reserves applicable to such Swingline Loan.




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




          “Term Borrower” means Goodyear KG or Dunlop KG.




          “Term Lender” means a Lender with a Term Loan Commitment or any outstanding Term Loan.




          “Term Loan” means a Loan made pursuant to clause (c) of Section 2.01.












 





33





          “Term Loan Commitment” means, with respect to each Lender, the commitment, if any, of
such Lender to make Term Loans hereunder on the Effective Date, expressed as amount representing
the maximum aggregate principal amount of the Term Loans to be made by such Lender hereunder, as
such commitment may be (a) reduced from time to time pursuant to Section 2.08 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
€155,000,000.




          “Third Lien Agreement” means the Third Lien Credit Agreement dated as of the date
hereof, among Goodyear, certain Subsidiaries of Goodyear party thereto, certain lenders and JPMCB,
as administrative agent.




          “Third Lien Collateral Agreement” means the Collateral Agreement dated as of March 12,
2004, among the Borrower, the Subsidiary of the Borrower identified therein and Wilmington Trust
Company, as collateral agent, attached as Exhibit I hereto.




          “Total Assets” of any Subsidiary means (a) in the case of any Subsidiary organized in
a Specified Jurisdiction, (i) the total assets of such Subsidiary, excluding Intercompany Items,
plus (ii) if the Net Intercompany Items of such Subsidiary shall be positive, the amount of such
Net Intercompany Items; and (b) in the case of any other Subsidiary, the total assets of such
Subsidiary, excluding Intercompany Items.




          “Tranche” shall mean a category of Revolving Commitments and extensions of credit
thereunder. For purposes hereof, each of the following composes a separate Tranche: (a) the ABT
Commitments, the ABT Loans, the Letters of Credit and the Swingline Loans, taken together, and (b)
the GDTG Commitments and the GDTG Loans.




          “Transactions” means the amendment and restatement of the Existing Credit Agreement in
the form of this Agreement, the execution, delivery and performance by Goodyear and the Borrowers
of this Agreement and by Goodyear, the European J.V., the Subsidiary Guarantors, the US Subsidiary
Guarantors and the Grantors, as applicable, of the other Credit Documents, the borrowing of the
Loans, the obtaining and use of the Letters of Credit, the creation or continuation 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 the basis upon
which the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined.
Subject to Section 2.14, the Loans and Borrowings hereunder will be “Eurocurrency” Loans and
“Eurocurrency” Borrowings, as the rate of interest thereon will be determined by reference to the
Adjusted Eurocurrency Rate.




          “US Dollars” or “$” refers to lawful money of the United States of America.












 





34




          “US Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.




          “US Subsidiary Guarantors” means each US Subsidiary (other than the Excluded
Subsidiaries and the Consent Subsidiaries).




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




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




          SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Class (e.g., an “ABT Loan”) or by Type
(e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency ABT
Loan”). Borrowings also may be classified and referred to by Class (e.g., an “ABT
Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type
(e.g., a “Eurocurrency ABT Borrowing”).




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




          SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided that, if the












 





35



European J.V. notifies the Administrative Agent that the European J.V. 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 European J.V. and Goodyear 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.




          SECTION 1.05. Currency Translation. (a) 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 US Dollars shall be translated into US 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
Goodyear. No Default or Event of Default shall arise as a result of any limitation set forth in US
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. For purposes of
determining compliance as of any date with Section 6.09, amounts incurred in Euros during 2005
shall be translated into US Dollars at the exchange rate of $1.25 to €1.00, and amounts incurred
in Euros during any subsequent year shall be translated into US Dollars at the exchange rate
determined by Goodyear and used in its Annual Operating Plan for such year (which exchange rate
shall be determined reasonably and set forth in the first certificate delivered pursuant to Section
5.01(c) during such year).




          (b) (i) The Administrative Agent shall determine the Euro Equivalent of any Letter of Credit
denominated in US Dollars or Pounds Sterling as of the date of the issuance thereof and as of each
subsequent date on which such Letter of Credit shall be renewed or extended or the stated amount of
such Letter of Credit shall be increased, in each case using the Exchange Rate for the applicable
currency in relation to Euros in effect on the date of determination, and each such amount shall be
the Euro Equivalent of such Letter of Credit until the next required calculation thereof pursuant
to this Section 1.05(b)(i). The Administrative Agent shall in addition determine the Euro
Equivalent of any Letter of Credit denominated in US Dollars or Pounds Sterling as of the CAM

Exchange Date as set forth in Section 7.03.




          (ii) The Administrative Agent shall determine the Euro Equivalent of any Borrowing
denominated in US Dollars or Pounds Sterling as of the date of the commencement of the initial
Interest Period therefor and as of the date of the commencement of each subsequent Interest Period
therefor, in each case using the Exchange Rate for the applicable currency in relation to Euros in
effect on the date that is three Business Days prior to the date on which the applicable Interest
Period shall commence, and each such amount shall be the Euro Equivalent of such Borrowing until
the next required calculation thereof pursuant to this Section 1.05(b)(ii). The Administrative
Agent shall in addition determine the Euro Equivalent of any Borrowing













 





36



denominated in US Dollars or Pounds Sterling as of the CAM Exchange Date as set forth in Section
7.02.




          (iii) The Euro Equivalent of any LC Disbursement made by any Issuing Bank in US Dollars or
Pounds Sterling and not reimbursed by the Borrower shall be determined as set forth in paragraphs
(e) or (l) of Section 2.04, as applicable. In addition, the Euro Equivalent of the LC Exposures
shall be determined as set forth in paragraph (j) of Section 2.04, at the time and in the
circumstances specified therein.




          (iv) The Administrative Agent shall notify the Borrowers, the applicable Lenders and the
applicable Issuing Bank of each calculation of the Euro Equivalent of each Letter of Credit,
Borrowing and LC Disbursement.




ARTICLE II




The Credits




          SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, (a)
each ABT Lender agrees to make ABT Loans to any Borrower from time to time during the ABT
Availability Period in Euros, US Dollars or Pounds Sterling in an aggregate principal amount that
will not result in (i) such Lender’s ABT Credit Exposure exceeding such Lender’s ABT Commitment or
(ii) the aggregate of the Euro Equivalents of the principal amounts of ABT Borrowings denominated
in Pounds Sterling exceeding €50,000,000, (b) each GDTG Lender agrees to make GDTG Loans to GDTG
from time to time during the GDTG Availability Period in Euros or US Dollars in an aggregate
principal amount that will not result in such Lender’s GDTG Credit Exposure exceeding such Lender’s
GDTG Commitment and (c) each Term Loan Lender agrees (i) to make a Term Loan to Goodyear KG on the
Effective Date in Euros in a principal amount not exceeding its Applicable Term Percentage of
€40,000,000 and (ii) to make a Term Loan to Dunlop KG on the Effective Date in Euros in a
principal amount not exceeding its Applicable Term Percentage of €115,000,000. Within the
foregoing limits and subject to the terms and conditions set forth herein, the Borrowers 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 (other than a Swingline Loan)
shall be made as part of a Borrowing consisting of Loans of the same Class 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 2.14, each Revolving Borrowing and Term Borrowing shall be comprised
entirely of Eurocurrency Loans. Each Lender at its option may make any Eurocurrency 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













 





37



affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms
of this Agreement.




          (c) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing
shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less
than the Borrowing Minimum. Borrowings of more than one Class may be outstanding at the same time;
provided that there shall not at any time be more than a total of 20 Eurocurrency
Borrowings outstanding.




          (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to
request, or to elect to continue, any Borrowing if the Interest Period requested with respect
thereto would end after the Maturity Date.




          SECTION 2.03. Requests for Borrowings. To request a Borrowing, the applicable
Borrower, or the European J.V. on behalf of such Borrower, shall notify the Administrative Agent of
such request by telecopy (promptly followed by telephonic confirmation of such request) not later
than 2:00 p.m., London time, three Business Days before the date of the proposed Borrowing. Each
such telephonic and written Borrowing Request shall specify the following information in compliance
with Section 2.02:





     (i) the Borrower requesting such Borrowing (or on whose behalf the European
J.V. is requesting such Borrowing);




     (ii) whether the requested Borrowing is to be an ABT Borrowing, a GDTG
Borrowing or a Term Borrowing;




     (iii) the aggregate amount and currency of the requested Borrowing;




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




     (v) 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 2.06.


If no currency is specified with respect to any requested Borrowing, then the requested Borrower
shall be deemed to have selected Euros. If no Interest Period is specified with respect to any
requested Borrowing, then the relevant 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. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, each of the Borrowers may request the issuance (or the amendment,
renewal or extension) of Letters of Credit denominated in US Dollars, Euros or Pounds Sterling for
its own account, in a form reasonably acceptable to the













 





38



Administrative Agent and the applicable Issuing Bank, at any time and from time to time during
the ABT Availability Period. In the event of any inconsistency between the terms and conditions of
this Agreement and the terms and conditions of any form of letter of credit application or other
agreement submitted by any Borrower to, or entered into by any Borrower with, any Issuing Bank
relating to any Letter of Credit, the terms and conditions of this Agreement shall control.




          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), the applicable Borrower, or the European J.V. on behalf of such Borrower, shall hand
deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have
been approved by the applicable Issuing Bank) to an Issuing Bank and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply
with paragraph (c) of this Section), the amount and currency of such Letter of Credit, the name and
address of the beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by any Issuing Bank, the applicable
Borrower, or the European J.V. on behalf of such Borrower, also shall submit a letter of credit
application on such Issuing Bank’s standard form in connection with any request for a Letter of
Credit; provided that any provisions in any such letter of credit application that create
Liens securing the obligations of the Borrower thereunder or that are inconsistent with the
provisions of this Agreement shall be of no force or effect. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the applicable Borrower and the European J.V. shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the
aggregate amount of the ABT Credit Exposures shall not exceed the aggregate amount of the ABT
Commitments, (ii) the LC Exposure shall not exceed €50,000,000, and (iii) the portion of the LC
Exposure attributable to Letters of Credit issued by any Issuing Bank shall not exceed the LC
Commitment of such Issuing Bank. The Administrative Agent agrees, at the request of any Issuing
Bank, to provide information to such Issuing Bank as to the aggregate amount of the ABT Credit
Exposures, the LC Exposures and the ABT Commitments.




          (c) Expiration Date. Each Letter of Credit shall have an expiration date at or prior
to the close of business on the earlier of (i) the date one year after the date of the issuance of
such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such
renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date. Any
Letter of Credit may provide by its terms that it may be extended for additional successive
one-year periods on terms reasonably acceptable to the applicable Issuing Bank (but subject to the
proviso in the next sentence). Any Letter of Credit providing for automatic extension shall be
extended upon the then current expiration date without any further action by any Person unless the
applicable Issuing Bank shall have given notice to the applicable beneficiary (with a copy to the
applicable













 





39



Borrower) of the election by such Issuing Bank not to extend such Letter of Credit, such
notice to be given not fewer than 60 days prior to the then current expiration date of such Letter
of Credit, provided that no Letter of Credit may be extended automatically or otherwise
beyond the date that is five Business Days prior to the Maturity Date.




          (d) Participations. Effective with respect to each Letter of Credit (and each
amendment to a Letter of Credit increasing the amount thereof) upon the issuance (or increase)
thereof, and without any further action on the part of the applicable Issuing Bank or the Lenders,
each Issuing Bank hereby grants to each ABT Lender, and each ABT Lender hereby acquires from such
Issuing Bank, a participation in each Letter of Credit equal to such Lender’s ABT Applicable
Percentage of the aggregate amount available to be drawn under such Letter of Credit. In
consideration and in furtherance of the foregoing, each ABT Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of the applicable
Issuing Bank, such Lender’s ABT Applicable Percentage of each LC Disbursement made by such Issuing
Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of
this Section, or such Lender’s ABT Applicable Percentage of any reimbursement payment in respect of
an LC Disbursement required to be refunded to any Borrower for any reason (or if such LC
Disbursement or reimbursement payment was made in US Dollars or Pounds Sterling, the Euro
Equivalent thereof using the LC Exchange Rate in effect on the applicable LC Participation
Calculation Date). Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any
reduction of its ABT Commitment or the aggregate amount of the ABT Commitments.




          (e) Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement, in the currency in which such LC
Disbursement is made, not later than 1:30 p.m., London time, on the second Business Day following
the date on which such Borrower or the European J.V. shall have received notice of such LC
Disbursement; provided that, if such LC Disbursement is denominated in Euros and is at
least equal to the Borrowing Minimum for Swingline Loans but not greater than the amount then
available to be borrowed as a Swingline Borrowing for the purposes of this Section 2.04(e), unless
the applicable Borrower, or the European J.V. on its behalf, shall have notified the Administrative
Agent to the contrary not later than 10:00 a.m., London time, on the Business Day next following
the date on which such Borrower or the European J.V. shall have been notified of such LC
Disbursement, the Borrower will be deemed to have requested in accordance with Section 2.05 that
such payment be financed with a Swingline Borrowing on such Business Day in an equivalent amount
and, to the extent the condition precedent to such Swingline Borrowing set forth in Section 4.02(B)
is satisfied, such Borrower’s obligation to make such payment shall be discharged with the proceeds
of the requested Swingline Borrowing. If the applicable Borrower fails to make such payment when
due and such Borrower is not entitled to make a Swingline Borrowing in the amount of such payment,
(A) if such payment relates to a Letter of













 





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Credit denominated in US Dollars or Pounds Sterling, automatically and with no further action
required, the obligation of such Borrower to reimburse the applicable LC Disbursement shall be
permanently converted into an obligation to reimburse the Euro Equivalent, calculated using the LC
Exchange Rates on the applicable LC Participation Calculation Date, of such LC Disbursement and (B)
in the case of each LC Disbursement, the Administrative Agent shall notify each ABT Lender of such
LC Disbursement, the Euro Equivalent of the payment then due from such Borrower in respect thereof
and such Lender’s ABT Applicable Percentage thereof, and each ABT Lender shall pay to the
Administrative Agent on the date such notice is received its ABT Applicable Percentage of the
payment then due from such Borrower, in the same manner as provided in Section 2.06 with respect to
ABT Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to
the payment obligations of the ABT Lenders), and the Administrative Agent shall promptly pay to the
applicable Issuing Bank the amounts so received by it from the ABT Lenders. Promptly following
receipt by the Administrative Agent of any payment from a Borrower pursuant to this paragraph, the
Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent
that ABT Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then
to such Lenders and such Issuing Bank as their interests may appear. Neither any payment made by
an ABT Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement
(other than the funding of Swingline Loans as contemplated above) shall constitute a Loan or
relieve the applicable Borrower of its obligation to reimburse such LC Disbursement. If the
reimbursement by a Borrower of, or obligation to reimburse, any amounts in US Dollars or Pounds
Sterling would subject the Administrative Agent, the applicable Issuing Bank or any Lender to any
stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were
made or required to be made in Euros, such Borrower shall, at its option, either (x) pay the amount
of any such tax requested by the Administrative Agent, the applicable Issuing Bank or Lender or (y)
reimburse in Euros each LC Disbursement made in US Dollars or Pounds Sterling, in an amount equal
to the Euro Equivalent, calculated using the applicable LC Exchange Rate on the date such LC
Disbursement is reimbursed (or on the applicable LC Participation Calculation Date, if such date
shall have occurred), of such LC Disbursement.




          (f) Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as
provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, (iv) any claim or defense against the
beneficiary of any Letter of Credit, any transferee of any Letter of Credit, the Administrative
Agent, any Lender or any other Person, whether in connection with this Agreement, any Letter of
Credit, the transactions contemplated hereby or any unrelated transactions (including the
underlying transaction between any Borrower or any J.V. Subsidiary and the













 




41




beneficiary of any Letter of Credit), (v) the occurrence of any Default or (vi) any other
event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but
for the provisions of this Section, constitute a legal or equitable discharge of or defense
against, or provide a right of setoff against, any Borrower’s obligations hereunder. None of the
Administrative Agent, the Lenders or the Issuing Banks, or any of their Related Parties, shall have
any liability or responsibility by reason of or in connection with the issuance or transfer of any
Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from causes beyond the
control of the Issuing Banks; provided that the foregoing shall not be construed to excuse
any Issuing Bank from liability to a Borrower to the extent of any damages suffered by such
Borrower or any Lender that are caused by such Issuing Bank’s gross negligence or willful
misconduct. In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may,
acting in good faith, either accept and make payment upon such documents without responsibility for
further investigation or refuse to accept and make payment upon such documents if such documents
are not in strict compliance with the terms of such Letter of Credit.




          (g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the applicable
Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing
Bank has made or will make an LC Disbursement thereunder; provided that any failure to give
or delay in giving such notice shall not (i) relieve such Borrower of its obligation to reimburse
such Issuing Bank and the Lenders with respect to any such LC Disbursement or (ii) relieve any
Lender’s obligation to acquire participations as required pursuant to paragraph (d) of this Section
2.04.




          (h) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then,
unless the applicable Borrower shall reimburse such LC Disbursement in full on the date such LC
Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and
including the date such LC Disbursement is made to but excluding the date that the applicable
Borrower reimburses such LC Disbursement, (i) in the case of any LC Disbursement denominated in
Euros, and at all times following the conversion to Euros of an LC Disbursement made in US Dollars
or Pounds Sterling pursuant to paragraph (e) or (l) of this Section, at the Swingline Rate plus
2.75% per annum, (ii) in the case of any LC Disbursement denominated in US Dollars, at all times
prior to its conversion to Euros pursuant to paragraph (e) or (l) of this Section, at the Alternate
Base Rate (as defined in the First Lien Agreement) plus 2.75% per annum, and (iii) in the case of
any LC Disbursement denominated in Pounds Sterling, at all times prior to its conversion to Euros
pursuant to













 





42



paragraph (e) or (l) of this Section, a rate per annum reasonably determined by the applicable
Issuing Bank (which determination will be conclusive absent manifest error) to represent its cost
of funds plus 2.75% per annum; provided that, if the applicable Borrower fails to reimburse
such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall
apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank,
except that interest accrued on and after the date of payment pursuant to paragraph (e) of this
Section to reimburse such Issuing Bank shall be for the accounts of the ABT Lenders to the extent
of such payment.




          (i) Replacement of the Issuing Bank. Each Issuing Bank may be replaced at any time by
written agreement among the European J.V., the Administrative Agent, the replaced Issuing Bank and
the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such
replacement of such Issuing Bank. At the time any such replacement shall become effective, the
applicable Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank
pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the
successor Issuing Bank shall have all the rights and obligations of such Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to
the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank,
or to such successor and all previous Issuing Banks, as the context shall require. After the
replacement of any Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto
and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement
with respect to Letters of Credit issued by it prior to such replacement, but shall not be required
to issue additional Letters of Credit.




          (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on
the earlier of (i) the third Business Day after the European J.V. shall receive notice from the
Administrative Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to
this paragraph and (ii) the date on which the maturity of the Loans shall be accelerated or the ABT
Commitments terminated, the Borrowers shall deposit in an account or accounts with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders,
an amount in cash equal to the sum of (i) the aggregate undrawn amount of all outstanding Letters
of Credit and (ii) the aggregate amount of all unreimbursed LC Disbursements and all interest
accrued and unpaid thereon. Amounts payable under the preceding sentence in respect of any Letter
of Credit or LC Disbursement shall be payable in the currency of such Letter of Credit or LC
Disbursement, except that LC Disbursements in US Dollars or Pounds Sterling in respect of which the
applicable Borrower’s reimbursement obligations have been converted to obligations in Euros as
provided in paragraph (e) above and interest accrued thereon shall be payable in Euros. The
obligation to deposit such cash collateral shall become effective immediately, and such deposit
shall become immediately due and payable, without demand or other notice of any kind, upon the
occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of
Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment
and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of withdrawal, over such
account or accounts. Other than any interest earned on the













 





43



investment of such deposits, which investment shall be in Permitted Investments and shall be
made in the discretion of the Administrative Agent and at the Borrowers’ risk and expense, such
deposits shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account or accounts. Moneys in such account or accounts shall be applied by the
Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of
the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures
representing more than 50% of the LC Exposures and the Issuing Banks with outstanding Letters of
Credit), be applied to satisfy other obligations of the Borrowers under this Agreement. If the
Borrowers are required to provide an amount of cash collateral under this paragraph, then (1) if
the maturity of the Loans has not been accelerated and the LC Exposure shall be reduced to an
amount below the amount so deposited, the Administrative Agent will return to the Borrowers any
excess of the amount so deposited over the LC Exposure and (2) such amount (to the extent not
applied as provided above in this paragraph) shall be returned to the Borrowers within three
Business Days after all Events of Default have been cured or waived.




          (k) Issuing Bank Reports. Unless otherwise agreed by the Administrative Agent, each
Issuing Bank shall report in writing to the Administrative Agent (i) on or prior to each Business
Day on which such Issuing Bank issues, amends, renews or extends any Letter of Credit, the date of
such issuance, amendment, renewal or extension, and the currency and aggregate face amount of the
Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to
such issuance, amendment, renewal or extension (and whether the amount thereof shall have changed),
it being understood that such Issuing Bank shall not effect any issuance, renewal, extension or
amendment resulting in an increase in the amount of any Letter of Credit without first obtaining
written confirmation from the Administrative Agent that such increase is then permitted under this
Agreement, (ii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the
date, currency and amount of such LC Disbursement, (iii) on any Business Day on which any Borrower
fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day,
the date of such failure and the currency and amount of such LC Disbursement and (iv) on any other
Business Day, such other information as the Administrative Agent shall reasonably request as to the
Letters of Credit issued by such Issuing Bank.




          (l) Conversion. In the event that the Loans become immediately due and payable on any
date pursuant to Article VII, all amounts (i) that the Borrowers are at the time or become
thereafter required to reimburse or otherwise pay to the Administrative Agent in respect of LC
Disbursements made under any Letter of Credit denominated in US Dollars or Pounds Sterling (other
than amounts in respect of which the Borrowers have deposited cash collateral, if such cash
collateral was deposited in the applicable currency), (ii) that the Lenders are at the time or
become thereafter required to pay to the Administrative Agent (and the Administrative Agent is at
the time or becomes thereafter required to distribute to the applicable Issuing Bank) pursuant to
paragraph (e) of this Section in respect of unreimbursed LC Disbursements made under any Letter of
Credit













 





44



denominated in US Dollars or Pounds Sterling and (iii) of each Lender’s participation in any
Letter of Credit denominated in US Dollars or Pounds Sterling under which an LC Disbursement has
been made shall, automatically and with no further action required, be converted into the Euro
Equivalent, calculated using the LC Exchange Rates on such date (or in the case of any LC
Disbursement made after such date, on the date such LC Disbursement is made), of such amounts. On
and after such conversion, all amounts accruing and owed to the Administrative Agent, any Issuing
Bank or any Lender in respect of the obligations described in this paragraph shall accrue and be
payable in Euros at the rates otherwise applicable hereunder.




          SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time
during the ABT Availability Period in Euros in an aggregate principal amount at any time
outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline
Loans exceeding €25,000,000, or, for the purposes of a Swingline Borrowing to reimburse an LC
Disbursement as contemplated by Section 2.04(e), exceeding €50,000,000, or (ii) the aggregate
amount of the ABT Credit Exposures exceeding the aggregate amount of the ABT Commitments,
provided that the Swingline Lender shall not be required to make a Swingline Loan to
refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.




          (b) To request a Swingline Loan, a Borrower shall notify the Administrative Agent and the
Swingline Lender of such request by telephone (confirmed by telecopy), not later than 11:00 a.m.,
London time, on the day of such proposed Swingline Loan; provided that if at any time an LC
Disbursement denominated in Euros shall be made in an amount at least equal to the Borrowing
Minimum for Swingline Loans but not greater than the amount then available to be borrowed as a
Swingline Borrowing for purposes of Section 2.04(e), a notice of a Swingline Borrowing to finance
the reimbursement of such LC Disbursement shall be deemed to have been timely given as contemplated
by Section 2.04(e) unless the applicable Borrower, or the European J.V. on behalf of such Borrower,
shall have given notice to the contrary to the Administrative Agent, or shall have repaid such LC
Disbursement, not later than 10:00 a.m., London time, on the Business Day next following the date
on which such Borrower or the European J.V. shall have been notified of such LC Disbursement. 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
applicable Borrower or by the European J.V. on behalf of such Borrower. Each such notice shall be
irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of
the requested Swingline Loan, which shall be in an integral multiple of the Borrowing Multiple and
not less than the Borrowing Minimum. The Administrative Agent will promptly advise the Swingline
Lender of any such notice received from a Borrower. The Swingline Lender shall make each Swingline
Loan to be made by it available to the applicable Borrower by means of a credit to an account of
such Borrower maintained with the Swingline Lender by 3:00 p.m., London time, on the requested date
of such Swingline Loan.












 





45




          (c) The Swingline Lender may, by written notice given to the Administrative Agent not later
than 12:00 noon, London time, on any Business Day (each date on which such notice is given, a
“Notice Date”) require the ABT Lenders to acquire participations on the second Business Day
after the Notice Date in all or a portion of the outstanding Swingline Loans, and such Swingline
Loans shall be continued on the second Business Day after the Notice Date as a Eurocurrency
Borrowing having an Interest Period of one week’s duration; provided that the Swingline
Lender shall not give such notice to the Administrative Agent unless it shall have first given the
applicable Borrower notice by 2:00 p.m., London time, on the Business Day immediately preceding the
Notice Date of its intent to give such notice to the Administrative Agent and the Borrower shall
not have given the Swingline Lender notice by 9:00 a.m., London time, on the Notice Date that it
agrees to repay such Swingline Loans on or prior to the second Business Day after the Notice Date.
Such notice shall specify the aggregate amount of Swingline Loans in which ABT Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will give notice
thereof to each ABT Lender, specifying in such notice such Lender’s ABT Percentage of such
Swingline Loan or Swingline Loans. Each ABT Lender hereby absolutely and unconditionally agrees,
upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of
the Swingline Lender, such Lender’s ABT Percentage of such Swingline Loan or Swingline Loans. Each
ABT Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans
pursuant to this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each ABT Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the same manner as
provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply,
mutatis mutandis, to the payment obligations of the ABT Lenders), and the
Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from
the ABT Lenders. The Administrative Agent shall notify the applicable Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments
in respect of such Swingline Loan shall be made to the Administrative Agent and not to the
Swingline Lender. Any amounts received by the Swingline Lender from the applicable Borrower (or
other party on behalf of such Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to
the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly
remitted by the Administrative Agent to the ABT Lenders that shall have made their payments
pursuant to this paragraph and to the Swingline Lender, as their interests may appear,
provided that any such payment so remitted shall be repaid to the Swingline Lender or the
Administrative Agent, as the case may be, if and to the extent such payment is required to be
refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the
payment thereof.




          SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan (other
than a Swingline Loan) to be made by it hereunder on the proposed date













 





46



thereof by wire transfer of immediately available funds by 12:30 p.m., London 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 relevant Borrower by
promptly crediting the amounts so received, in like funds, to an account designated by such
Borrower in the applicable Borrowing Request (which account, in the case of Lux Tires, shall be an
account held by Lux Tires outside of the Grand Duchy of Luxembourg); provided that
Swingline Loans made to finance the reimbursement of an LC Disbursement as provided in Section
2.04(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank. The
Administrative Agent will transfer the applicable funds to the applicable Borrower by 2:00 p.m.,
London time, that have been transferred by Lenders to the Administrative Agent in respect of Loans
made by such Lenders on the proposed date of a Borrowing.




          (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 relevant 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 such 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 such Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of such Lender, the rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation or
(ii) in the case of such Borrower, the interest rate applicable to the subject Loan. 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 any Borrower under this
paragraph will be subject to any break-funding payment under Section 2.16.




          SECTION 2.07. Continuation of Borrowings. (a) Each Revolving Borrowing and Term
Borrowing shall have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the relevant Borrower may elect to continue such Borrowing, and may elect Interest
Periods therefor, all as provided in this Section. The relevant Borrower may elect different
options with respect to different portions of the affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate Borrowing.




          (b) To make a continuation pursuant to this Section, the European J.V. on behalf of the
applicable Borrower, shall notify the Administrative Agent of such continuation by telephone by the
time that a Borrowing Request would be required under Section 2.03. Each such telephonic
Continuation Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Continuation Request signed by the European J.V.
on behalf of the applicable Borrower.












 





47




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





     (i) the Borrowing to which such Continuation 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) below shall be specified for each resulting
Borrowing);




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




     (iii) 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 Continuation Request does not specify an Interest Period, then the relevant Borrower
shall be deemed to have selected an Interest Period of one month’s duration.




          (d) Promptly following receipt of a Continuation 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 relevant Borrower fails to deliver a timely Continuation Request with respect to a
Eurocurrency Borrowing on or prior to the third Business Day preceding the end of the Interest
Period applicable thereto (and does not by such time notify the Administrative Agent that it
intends to prepay such Eurocurrency Borrowing at the end of such Interest Period), (i) if such
Borrowing is a Term Borrowing, then such Borrowing shall continue as a Eurocurrency Borrowing with
an Interest Period of one month, and (ii) if such Borrowing is a Revolving Borrowing, then such
Borrowing shall be repaid at the end of the Interest Period applicable thereto. Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Majority Lenders, so notifies the European J.V., then,
so long as an Event of Default is continuing each Eurocurrency Borrowing shall be continued at the
end of the Interest Period applicable thereto as a Eurocurrency Borrowing with an Interest Period
of one month’s duration.




          SECTION 2.08. Termination of Commitments; Reductions of Commitments. (a) Unless
previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., London time, on
the Effective Date and (ii) the Revolving Commitments and each LC Commitment shall terminate on the
Maturity Date.




          (b) The European J.V. may at any time terminate, or from time to time reduce, the Revolving
Commitments of any Tranche; provided that (i) each reduction of such Commitments shall be
in an amount that is an integral multiple of €1,000,000 and not less than €5,000,000, (ii)
the European J.V. shall not terminate or reduce the ABT Commitments if, after giving effect to any
concurrent prepayment of the ABT Loans in accordance with Section 2.11, the aggregate amount of the
ABT Credit Exposures would













 





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exceed the aggregate amount of the ABT Commitments and (iii) the European J.V. shall not
terminate or reduce the GDTG Commitment if, after giving effect to any concurrent prepayment of the
GDTG Loans in accordance with Section 2.11, the aggregate amount of the GDTG Credit Exposures would
exceed the aggregate amount of the GDTG Commitments.




          (c) The European J.V. shall notify the Administrative Agent of any election to terminate or
reduce the Commitments of any Tranche 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 applicable Lenders of the contents thereof. Each notice delivered by the European J.V.
pursuant to this Section shall be irrevocable; provided that a notice of termination of all
the Revolving Commitments under any Tranche delivered by the European J.V. may state that such
notice is conditioned upon the effectiveness of other credit facilities or financings, in which
case such notice may be revoked by the European J.V. (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 Tranche shall be permanent. Each reduction of the Commitments
of any Tranche shall be made ratably among the applicable Lenders in accordance with their
respective Commitments of such Tranche.




          SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the
then unpaid principal amount of each Borrowing of such Borrower on the Maturity Date and (ii) to
the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the
Maturity Date and the 10th Business Day after such Swingline Loan is made; provided,
however, that on each date that an ABT Borrowing is made, the Borrowers shall repay all
Swingline Loans that are outstanding on the date such ABT Borrowing is made. The Borrowers will
repay the principal amount of each Loan and the accrued interest thereon in the currency of such
Loan.




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




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













 





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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 any
Borrower to repay the Loans in accordance with the terms of this Agreement or prevent any
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, each 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-1 hereto, in the case of ABT
Loans, Exhibit C-2 hereto, in the case of GDTG Loans, or Exhibit C-3 hereto, in the case of Term
Loans. 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 2.10. Amortization of Term Loans. The Term Borrowers shall repay Term
Borrowings in the amount of €1,550,000 on April 30 of each year, beginning on April 30, 2006 and
in a final installment on the Maturity Date equal to the principal amount of the Term Loans
remaining outstanding on such date. Each payment of Term Loans pursuant to this Section 2.10 shall
be accompanied by accrued interest on the principal amount paid to but excluding the date of
payment.




          SECTION 2.11. Prepayment of Loans. (a) Any Borrower shall have the right at any time
and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to
prior notice in accordance with paragraph (e) of this Section.




          (b) In the event and on each occasion that the sum of the Revolving Credit Exposures exceeds
the total Revolving Commitments, or the sum of the Revolving Credit Exposures under any Tranche
exceeds the sum of the Commitments under such Tranche, the European J.V. shall (and/or shall cause
other Borrowers to) prepay Revolving Borrowings, or Revolving Borrowings of the applicable Tranche,
in an aggregate amount equal to such excess, and in the event that after such prepayment of
Borrowings any such excess shall remain, the European J.V. shall (and/or shall cause other
Borrowers to) deposit cash in an amount equal to such excess as collateral for the reimbursement
obligations of the Borrowers in respect of Letters of Credit. Any cash so deposited (and any cash
previously deposited pursuant to this paragraph) with the Administrative Agent shall be held in an
account over which the Administrative Agent shall have dominion and control to the exclusion of the
Borrowers and their Subsidiaries, including the exclusive right of withdrawal. Other than any
interest earned on the investment of such deposits, which investment shall be in Permitted
Investments and shall be made in the discretion of the Administrative Agent (or, at any time when
no Default or Event of Default has occurred and is continuing, shall be made at the direction of
the European J.V.) and at the Borrowers’ risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such account.













 





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Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for
which it has not been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or,
if the maturity of the Loans has been accelerated (but subject to the consent of the Majority
Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement. If the
Borrowers have provided cash collateral to secure the reimbursement obligations of the Borrowers in
respect of Letters of Credit, then, so long as no Event of Default shall exist, such cash
collateral shall be released to the Borrowers if so requested by the European J.V. at any time if
and to the extent that, after giving effect to such release, the aggregate amount of the ABT Credit
Exposures would not exceed the aggregate amount of the ABT Commitments.




          (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf
of the European J.V. or any J.V. Subsidiary in respect of any Prepayment Event, the Term Borrowers
shall, not later than the fifth Business Day after such Net Cash Proceeds are received, prepay Term
Borrowings in an aggregate principal amount equal to 75% such Net Cash Proceeds; provided
that, if on the day such Net Cash Proceeds are received no Event of Default shall have occurred and
be continuing under clause (a), (b), (h), (i), (l) or (m) of Section 7.01 or as a result of a
breach of Section 5.06, 6.10, 6.11 or 6.12, then no prepayment shall be required pursuant to this
paragraph in respect of such Net Cash Proceeds at such time. To the extent that the European J.V.
and the J.V. Subsidiaries do not apply all such Net Cash Proceeds on or prior to the day (the
“Application Date”) that is 365 days after receipt of such Net Cash Proceeds to acquire
assets that constitute Collateral at the time of such acquisition or will be owned by a J.V.
Subsidiary, the Equity Interests of which constitute Collateral at the time of such acquisition,
the Term Borrowers shall prepay Loans on or prior to the fifth Business Day after the Application
Date in an amount equal to 75% of such Net Cash Proceeds that have not been so applied.




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




          (e) The European J.V. shall notify the Administrative Agent by telephone (confirmed by
telecopy) of any prepayment hereunder not later than 3:00 p.m., London time, three Business Days
before the date of prepayment; provided that (i) if the Borrowers shall be required to make
any prepayment hereunder by reason of Section 2.11(b), such notice shall be delivered not later
than the time at which such prepayment is made and (ii) in the case of a prepayment of a Swingline
Loan, such notice shall be delivered not later than 12:00 noon, London time, on 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 under any Tranche as contemplated by Section 2.08, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance with













 





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Section 2.08. 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 2.11(b) or (c)) shall be in an amount
that would be permitted in the case of an advance of a Borrowing as provided in Section 2.02. Each
prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.
Each prepayment of Term Loans under this Section 2.11 shall be applied to the amortization payments
required to be made under Section 2.10 in the direct order of such amortization payments.
Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.




          SECTION 2.12. Fees. (a) The European J.V. 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 each 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 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). For purposes of computing commitment fees with respect
to Revolving Commitments, an ABT Commitment of a Lender shall be deemed to be used to the extent of
the outstanding ABT Loans and LC Exposure of such Lender (but not the Swingline Exposure of such
Lender, which shall be disregarded for such purpose prior to the acquisition by such Lender of a
participation therein pursuant to Section 2.05(c)).




          (b) The European J.V. agrees to pay (i) to the Administrative Agent, for the account of each
ABT Lender, a participation fee with respect to its participations in Letters of Credit, which
shall accrue at the rate of 2.75% per annum on the average daily amount of such Lender’s LC
Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the
period from and including the Effective Date to but excluding the later of the date on which such
Lender’s ABT Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per
annum separately agreed upon between Goodyear and such Issuing Bank on the average daily amount of
the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements)
attributable to Letters of Credit issued by such Issuing Bank during the period from and including
the Effective Date to but excluding the later of the date each LC Commitment of such Issuing Bank
is reduced to zero and the date on which there ceases to be any LC Exposure attributable to Letters
of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees with respect to
the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings
thereunder. Participation fees and fronting fees accrued through and including the last day of
March, June, September and December of each year shall be payable on the third Business Day
following such last day, commencing on the first such date to occur after the Effective Date;
provided that all such fees shall be payable on the date on which the ABT Commitments
terminate and any such fees accruing after the date on which the













 





52



ABT Commitments terminate shall be
payable on demand. Any other fees payable to
any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All
participation fees and fronting fees shall be computed on the basis of a year of 360 days (or, in
the case of Letters of Credit denominated in Pounds Sterling, 365 days) and shall be payable for
the actual number of days elapsed (including the first day but excluding the last day).




          (c) Goodyear agrees to pay (or to cause the European J.V. to pay) to the Administrative Agent,
for its own account, fees in the amounts and at the times separately agreed upon between Goodyear
and the Administrative Agent.




          (d) All fees and other amounts payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Issuing Banks, in the case of
fees payable to them) for distribution, where applicable, to the Lenders. Fees paid shall not be
refundable under any circumstances.




          SECTION 2.13. Interest. (a) The Revolving Loans comprising each Revolving Borrowing
shall bear interest at the applicable Adjusted Eurocurrency Rate plus 2.75% per annum. Swingline
Loans shall bear interest at the Swingline Rate plus 2.75% per annum.




          (b) The Term Loans comprising each Term Borrowing shall bear interest at the applicable
Adjusted Eurocurrency Rate plus 2.375% per annum.




          (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by any 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 interest rate that would have applied had
such amount, during the period of non-payment, constituted a Loan in the currency of the overdue
amount for successive Interest Periods of one month’s duration.




          (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 of
the applicable Tranche; provided that (i) interest accrued pursuant to paragraph (c) of
this Section shall be payable on demand, and (ii) in the event of any repayment or prepayment of
any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment.




          (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest on Loans denominated in Pounds Sterling shall be computed on the basis of a year of 365
days, 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 Adjusted













 





53




Eurocurrency Rate shall be determined by
the Administrative Agent, and such determination shall be conclusive absent manifest error.




          SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any
Interest Period for a Eurocurrency Borrowing:





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




     (b) the Administrative Agent is advised by the Majority Lenders that the
applicable Adjusted Eurocurrency Rate for such Interest Period will not adequately and
fairly reflect the cost to such Lenders (or any 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 (an “Unavailability Notice”) to the
European J.V. and the Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the European J.V. and the Lenders that the circumstances
giving rise to such notice no longer exist, the rate of interest that shall apply to such Borrowing
shall be such rate as the Administrative Agent shall determine adequately and fairly reflects the
cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in
such Borrowing for such Interest Period plus 2.75%. If an Unavailability Notice is delivered in
respect of any Borrowing, the applicable Borrower may elect by notice to the Administrative Agent
to revoke its request that such Borrowing be made or continued, in which event Section 2.16 shall
not apply (except that Lenders shall be entitled to receive their actual out-of pocket losses,
costs and expenses, if any, in connection with such Borrowing not being made or continued).




          SECTION 2.15. 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
Eurocurrency Rate) or any Issuing Bank; or




     (ii) impose on any Lender or any Issuing Bank or the London interbank market
any other condition (other than Taxes) affecting this Agreement or Eurocurrency Loans made
by such Lender or any Letter of Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to
increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining
any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or
such Issuing Bank hereunder (whether













 





54




of principal, interest or otherwise) in each case by an amount
deemed by such Lender or Issuing Bank, as the case may be, to be material, then the applicable
Borrower (being the
Borrower in respect of the affected Commitments, Loans or Letters of Credit) will pay to such
Lender or such Issuing Bank such additional amount or amounts as will compensate such Lender or
such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.




          (b) If any Lender or any Issuing Bank 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 or
such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding
company, if any, in each case by an amount deemed by such Lender or such Issuing Bank to be
material as a consequence of this Agreement or the Commitment of such Lender or the Loans or
participations in Letters of Credit held by such Lender, or the Letters of Credit issued by such
Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or
such Issuing Bank’s holding company would have achieved but for such Change in Law (taking into
consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or
such Issuing Bank’s holding company with respect to capital adequacy), then from time to time the
applicable Borrower (being the Borrower in respect of the affected Commitments, Loans or Letters of
Credit) will pay to such Lender or such Issuing Bank such additional amount or amounts as will
compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company
for any such reduction suffered.




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




          (d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant
to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to
demand such compensation; provided that the Borrowers shall not be required to compensate a
Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or Issuing Bank notifies the European J.V. of
the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such
Issuing Bank’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 2.16. Break Funding Payments. In the event of (a) the payment of any
principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any













 





55



notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.11(e) and is revoked in
accordance therewith), or (c) the assignment of any
Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by the European J.V. pursuant to Section 2.19 or the CAM Exchange, then, in any
such event, the Borrower of such Loan shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurocurrency 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 Eurocurrency 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 deposits in the applicable currency and of a
comparable amount and period from other banks in the London interbank 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 European J.V. The applicable 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 European J.V. in good faith.




          SECTION 2.17. Taxes. (a) Any and all payments by or on account of any obligation of
any 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 any 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, Issuing Bank, Swingline Lender 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 such Borrower or such Credit Party shall pay or Goodyear shall cause such
Credit Party to pay such increased amount), (ii) such Borrower or such other Credit Party shall
make such deductions and (iii) such 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 Borrowers shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.




          (c) The relevant Borrower shall indemnify the Administrative Agent, each Issuing Bank,
Swingline Lender 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, such Issuing Bank,
Swingline Lender or such Lender, as the case may be, on or with respect to any payment by or on
account of any obligation of such 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













 





56



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 European J.V. by a Lender, or Issuing Bank or the Swingline Lender, or by the Administrative
Agent on its own behalf or on behalf of a Lender or Issuing Bank or the Swingline Lender shall be
conclusive absent manifest error.




          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any
Borrower or any other Credit Party to a Governmental Authority, such 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 United States
withholding tax under any treaty to which the United States is a party with respect to payments
under this Agreement shall deliver to the European J.V. (with a copy to the Administrative Agent),
at the time such Foreign Lender first becomes a party to this Agreement and at the time or times
prescribed by applicable law, such properly completed and executed documentation prescribed by
applicable law or reasonably requested by the European J.V. 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 European J.V. advising it of the availability of such exemption or
reduction and supplying all applicable documentation.




          (f) Any Lender that is entitled to an exemption from withholding tax under the law of any
jurisdiction in which a Borrower is located, or under any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement shall deliver to the European J.V. for the
account of the relevant Borrower (with a copy to the Administrative Agent), at the time such Lender
first becomes a party to this Agreement and at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or reasonably requested
by the European J.V. as will permit such payments to be made without withholding or at a reduced
rate; provided that such Lender has received written notice from the European J.V. advising
it of the availability of such exemption or reduction and supplying all applicable documentation.




          SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) Except
as required or permitted under Section 2.06, 2.15, 2.16, 2.17, 2.19 or 9.03, each Borrowing, each
payment or prepayment of principal of any Borrowing or of any LC Disbursement, each payment of
interest on the Loans, each payment of fees (other than fees payable to the Issuing Banks), 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 or LC Exposures). Each Lender agrees that













 





57



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 Euro amount.




          (b) The relevant Borrower shall make each payment required to be made by it hereunder (whether
of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Section 2.15, 2.16 or 2.17 or otherwise) prior to 1:00 p.m., London 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 to the applicable account specified by
the Administrative Agent for the account of the applicable Lenders or, in any such case, to such
other account as the Administrative Agent shall from time to time specify in a notice delivered to
the European J.V., except payments to be made directly to an Issuing Bank or the Swingline Lender
as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17, 2.19
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 or recipients 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 Euros, except as otherwise expressly provided. Any payment required to be made by the
Administrative Agent hereunder shall be deemed to have been made by the time required if the
Administrative Agent shall, at or before such time, have taken the necessary steps to make such
payment in accordance with the regulations or operating procedures of the clearing or settlement
system used by the Administrative Agent to make such payment.




          (c) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, 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 and unreimbursed
LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and unreimbursed LC Disbursements then due to such parties.




          (d) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in
LC Disbursements resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans or participations in LC Disbursements or Swingline 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 and
participations in LC













 





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Disbursements and Swingline 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 and participations
in LC Disbursements and Swingline Loans. If any such participations are purchased pursuant to the
preceding sentence and all or any portion of the payments giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery,
without interest. The provisions of this paragraph shall not be construed to apply to any payment
made by any 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
its Commitment or any of its Loans or participations in LC Disbursements or Swingline Loans to any
assignee or participant, other than to the European J.V. or any Affiliate thereof (as to which the
provisions of this paragraph shall apply). Each 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 such Borrower
rights of setoff and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of such Borrower in the amount of such participation.




          (e) Unless the Administrative Agent shall have received notice from the European J.V. prior to
the date on which any payment is due to the Administrative Agent for the account of the Lenders or
any Issuing Bank hereunder that the relevant Borrower will not make such payment, the
Administrative Agent may assume that such Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks,
as the case may be, the amount due. In such event, if such Borrower has not in fact made such
payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to
repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or
such Issuing Bank, and to pay interest thereon, for each day from and including the date such
amount shall have been distributed to it to but excluding the date of payment to or recovery by the
Administrative Agent, at 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, any Issuing Bank 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 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender
requests compensation under Section 2.15 or if any Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.17, 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













 





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reduce amounts payable pursuant to Section 2.15 or
2.17, 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 European J.V. 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 2.15, or if any Credit Party is required
to pay any additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.17, or if any Lender shall become the subject of any insolvency or
similar proceeding or filing or default in its obligation to fund Loans hereunder, then the
European J.V. 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 European
J.V. 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, participations in LC Disbursements and Swingline Loans,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee or the Borrowers, as the case may be and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant
to Section 2.17, such assignment will result in a reduction in such compensation or payments. If
any Lender shall become the subject of any insolvency or similar proceeding or filing, then the
European J.V., if requested to do so by any Issuing Bank, shall use commercially reasonable efforts
(which shall not include the payment of any compensation) to identify an assignee willing to
purchase and assume the interests, rights and obligations of such Lender under this Agreement and
to require such Lender to assign and delegate all such interests, rights and obligations to such
assignee in accordance with the preceding sentence.




          SECTION 2.20. Additional Reserve Costs. (a) If and so long as any Lender is required
to make special deposits with the Bank of England, to maintain reserve asset ratios or to pay fees,
in each case in respect of such Lender’s Loans, such Lender may require the relevant Borrower to
pay, contemporaneously with each payment of interest on each of such Loans, additional interest on
such Loans at a rate per annum equal to the Mandatory Costs Rate calculated in accordance with the
formula and in the manner set forth in Exhibit L hereto, provided that no Lender may
request the payment of any amount under this paragraph to the extent resulting from a requirement
imposed (other than as provided in Section 2.15) on such Lender by any Governmental Authority (and
not on Lenders or any class of Lenders generally) in respect of a concern expressed by such
Governmental Authority with such Lender specifically, including with respect to its financial
health.




          (b) If and so long as any Lender is required to comply with reserve assets, liquidity, cash
margin or other requirements of any monetary or other authority (including any such requirement
imposed by the European Central Bank or the European













 





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System of Central Banks, but excluding
requirements reflected in the Mandatory Costs
Rate) in respect of any of such Lender’s Loans such Lender may require the relevant Borrower
to pay, contemporaneously with each payment of interest on each of such Lender’s Loans subject to
such requirements, additional interest on such Loans at a rate per annum specified by such Lender
to be the cost to such Lender of complying with such requirements in relation to such Loans,
provided that no Lender may request the payment of any amount under this paragraph to the
extent resulting from a requirement imposed (other than as provided in Section 2.15) on such Lender
by any Governmental Authority (and not on Lenders or any class of Lenders generally) in respect of
a concern expressed by such Governmental Authority with such Lender specifically, including with
respect to its financial health.




          (c) Any additional interest owed pursuant to paragraph (a) or (b) above shall be determined by
the relevant Lender, acting in good faith, which determination shall be conclusive absent manifest
error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least
five Business Days before each date on which interest is payable for the relevant Loans, and such
additional interest so notified to the relevant Borrower by such Lender shall be payable to such
Lender on each date on which interest is payable for such Loans.




ARTICLE III




Representations and Warranties




          Goodyear represents and warrants to the Lenders as to itself and the Subsidiaries, the
European J.V. represents and warrants to the Lenders as to itself and the J.V. Subsidiaries and
each other Borrower represents and warrants to the Lenders as to itself and its subsidiaries that:




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




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













 





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delivered by such Credit Party, will constitute, a legal, valid and
binding obligation of
Goodyear, such 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. (a) 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 Goodyear
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 Goodyear 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 Goodyear or any of the Subsidiaries, except Liens created under the Credit
Documents.




          (b) The incurrence of each Loan, Letter of Credit and LC Disbursement, each Guarantee thereof
under the Credit Documents and each Lien securing any of the Obligations, is permitted under the
Junior Lien Indenture and each other indenture or other agreement governing any Senior
Subordinated-Lien Indebtedness in effect at the time of such incurrence.




          SECTION 3.04. Financial Statements; No Material Adverse Change. (a) The European
J.V. has heretofore furnished to the Lenders its consolidated balance sheet and statements of
income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2004,
reported on by PricewaterhouseCoopers, independent public accountants. Goodyear has heretofore
furnished to the Lenders its consolidated balance sheet and statements of income, stockholders’
equity and cash flows as of and for the fiscal year ended December 31, 2004. Such financial
statements of the European J.V. and Goodyear present fairly, in all material respects, the
consolidated financial position and consolidated results of operations and cash flows of the
European J.V. and its Consolidated Subsidiaries and Goodyear and its Consolidated Subsidiaries,
respectively, as of such dates and for such fiscal year in accordance with GAAP.




          (b) Except as disclosed in the Disclosure Documents, since December 31, 2004, 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 Goodyear 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).




          (c) Except as disclosed in the Disclosure Documents, since December 31, 2004, there has been
no event or condition that constitutes or would be materially likely













 





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to result in a material
adverse change in or effect on the business, operations, properties,
assets or financial condition (including as a result of the effects of any contingent
liabilities thereon) of the European J.V. and the J.V. Subsidiaries, taken as a whole.




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




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




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




          SECTION 3.09. Disclosure. Neither the Information Memorandum nor the reports,
financial statements, certificates or other written information referred to in Section 3.04 or
delivered after the date hereof by or on behalf of any Credit Party to the Administrative Agent,
the Collateral Agent or any Lender pursuant to Section 5.01 (taken together with all other
information so furnished and as modified or supplemented by other information so furnished)
contained or will contain, in each case as of the date delivered, any material misstatement of fact
or omitted or will omit to state in each case













 





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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, Goodyear, the
European J.V. and the other Borrowers represent only that such information was prepared in good
faith based upon assumptions believed to be reasonable at the time.




          SECTION 3.10. Subsidiaries. Schedule 3.10 sets forth (a) the name and jurisdiction of
organization of, and the ownership interest of the European J.V. and its Subsidiaries in, each J.V.
Subsidiary, and (b) identifies each J.V. Subsidiary that is a Principal European Subsidiary or a
J.V. Loan Party or both, in each case as of the Effective Date. Each J.V. Subsidiary with Total
Assets greater than $10,000,000 as of December 31, 2004, is set forth on Schedule 4.01(i).




          SECTION 3.11. Security Interests. (a) The Security Agreements executed and delivered
on the Effective Date, together with (i) the actions taken on the Effective Date pursuant to
Section 4.01 and (ii) the actions required to be taken after the Effective Date pursuant to
Schedule 4.01 will, subject only to filings and similar actions that may be taken by the Collateral
Agent without the delivery of any further documents or the taking of any further actions by any
Credit Party, be effective under applicable law to create in favor of the Collateral Agent for the
benefit of the Secured Parties (or in favor of the Secured Parties, as the case may be), to the
extent contemplated by the Security Agreements, a valid and enforceable security interest in all
the Applicable Assets of each Grantor (other than Consent Assets of the J.V. Subsidiaries). The
exclusion of the Consent Assets of the J.V. Subsidiaries from the Collateral does not materially
reduce the aggregate value of the Collateral.




          (b) None of the written information relating to the Collateral delivered 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 3.12. Use of Proceeds. The proceeds of the Loans and the Letters of Credit
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).












 





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




     (b) The Administrative Agent shall have received favorable written
opinions (addressed to the Administrative Agent, the Collateral Agent, the Issuing Banks
and the Lenders and dated the Effective Date) of (i) Covington & Burling, counsel for
Goodyear, substantially in the form of Exhibit E-1, (ii) the General Counsel, the
Associate General Counsel or an Assistant General Counsel of Goodyear, substantially in
the form of Exhibit E-2, and (iii) each of the counsel set forth in Schedule 4.01(b), in
each case in a form satisfactory to the Administrative Agent, and, in the case of each
opinion referred to in this paragraph (b), 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
Goodyear, the Borrowers, the other Credit Parties, the Credit Documents or the
Transactions, all in form and substance reasonably satisfactory to the Administrative
Agent and its counsel.




     (d) 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 of each of Goodyear
and the European J.V. to that effect.




     (e) Goodyear, the Borrowers 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 of each of Goodyear and the European J.V. to that effect.




     (f) 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 European J.V. or Goodyear hereunder.











 





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     (g) Each Term Lender under the Existing Credit Agreement shall have
received payment in full of the principal of and interest accrued on each Term Loan held
by it under the Existing Credit Agreement and all other amounts owing to it or accrued
for its account under the Existing Credit Agreement.




     (h) The Administrative Agent shall have received from each Borrower, each
Principal European Subsidiary (other than the Special Excluded Subsidiaries), Goodyear
and each US Subsidiary Guarantor a counterpart of the Guarantee and Collateral Agreement
duly executed and delivered on behalf of such Person.




     (i) All outstanding Equity Interests of any J.V. Subsidiary directly owned
by any Grantor at such time (other than Equity Interests in any Subsidiary with Total
Assets not greater than $10,000,000 as of December 31, 2004), which J.V. Subsidiaries are
set forth on Schedule 4.01(i), shall have been pledged or otherwise encumbered pursuant
to Security Agreements to secure the Applicable Secured Obligations of such Grantor.




     (j) All Security Agreements referred to in the final closing checklist
distributed by counsel for the Agents prior to the execution of this Agreement shall have
been executed and delivered, all other actions referred to in such closing checklist
shall have been taken, and the Collateral Agent shall have received all documents
referred to in such closing checklist.



          The Collateral Agent may enter into agreements with the European J.V. to grant extensions of
time for the creation or perfection of security interests in or the delivery of surveys, title
insurance, legal opinions or other documents with respect to particular assets (including
extensions beyond the Effective Date for the creation and perfection of security interests in the
assets of the Grantors on such date) where it determines that creation or perfection cannot be
accomplished or such documents cannot be delivered without undue effort or expense by the Effective
Date or any later date on which they are required to be accomplished or delivered under this
Agreement or the Security Documents. Any failure of the European J.V. to satisfy a requirement of
any such agreement by the date specified therein (or any later date to which the Collateral Agent
may agree) shall constitute a breach of the provision of this Agreement or the Security Document
under which the original requirement was applicable. Without limiting the foregoing, it is
anticipated that the actions listed on Schedule 4.01 will not have been completed by the Effective
Date, and the European J.V. covenants and agrees that each of such actions will be completed by the
date specified for such action in such Schedule 4.01 (or any later date to which the Collateral
Agent may agree) and that the European J.V. will comply with all of the undertakings set forth in
Schedule 4.01.




          The Loans made, the application of the proceeds thereof and the termination of existing
Indebtedness on the Effective Date shall be deemed to occur as set forth in the Amendment and
Restatement Agreement.












 





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          The Administrative Agent shall notify the European J.V. 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 and the Issuing Banks to issue Letters of Credit 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., London time, on April 30, 2005 (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. (A) 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
and other than a Swingline Borrowing to reimburse an LC Disbursement made pursuant to Section
2.04(e)) and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit), shall be
subject to the satisfaction of the following conditions:





     (a) The representations and warranties of Goodyear, the European J.V. and
each other Borrower set forth in this Agreement and in the other Credit Documents
(insofar as the representations and warranties in such other Credit Documents 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 or
the Issuing Banks under the Credit Documents on and as of the date of such Borrowing or
the date of issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, 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) At the time of and immediately after giving effect to such Borrowing
no 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.



          (B) The obligation of the Swingline Lender to make a Swingline Loan on the occasion of any
Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e) shall be subject to the
satisfaction of the condition that at the time of and immediately after giving effect to such
Borrowing, no Event of Default shall have occurred and be continuing.




          (C) Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit
shall be deemed to constitute a representation and warranty by Goodyear, the European J.V. and each
other Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of
subsection (A) above or in subsection (B) above, as the case may be.












 





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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 and all Letters of Credit
shall have expired or terminated and all LC Disbursements shall have been reimbursed, each of
Goodyear and the European J.V. and each other Borrower covenants and agrees with the Lenders that:




          SECTION 5.01. Financial Statements and Other Information. Each of Goodyear and the
European J.V. will furnish to the Administrative Agent and each Lender:





     (a) (i) as soon as available and in any event within 110 days after the
end of each fiscal year (or in the case of the European J.V. for its fiscal year ended
December 31, 2004, on or before July 31, 2005), 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 international 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 Goodyear and its Consolidated Subsidiaries or of the European J.V. and its
Consolidated Subsidiaries, as the case may be, in accordance with GAAP consistently
applied; and (ii) as soon as available and in any event on or before April 30 in each
fiscal year, an annual operating plan for such fiscal year prepared by management of
Goodyear in a manner consistent with past practice, which annual operating plan shall
include, for such fiscal year, (A) 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 Goodyear and its
Consolidated Subsidiaries, and (B) 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 (or in the case of the
European J.V. for the fiscal period ended March 31, 2005, on or before July 31, 2005),
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 Goodyear and its Consolidated Subsidiaries or the European J.V. and its
consolidated J.V.











 





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Subsidiaries, as the case may be, on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the absence of
footnotes;




     (c) other than in connection with the delivery of financial statements for
the fiscal period ended March 31, 2005, not later than one Business Day after each
delivery of financial statements under clause (a) or (b) above, a certificate of a
Financial Officer of Goodyear or the European J.V., as the case may be, (i) certifying as
to whether a Default has occurred and, if a Default has occurred, specifying the details
thereof and any action taken or proposed to be taken with respect thereto, (ii)
demonstrating compliance with Sections 6.09, 6.10, 6.11 and 6.12 at the end of the period
to which such financial statements relate and for each applicable period then ended,
(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, 2004)
and, if any such change has occurred, specifying the effect of such change on the
financial statements accompanying such certificate and (iv) specifying the exchange rate
determined by Goodyear and used in the annual operating plan delivered under clause (a)
above for the then current fiscal year (which rate Goodyear agrees to determine
reasonably);




     (d) in the case of Goodyear, promptly after the same become publicly
available, copies of all periodic and other reports, proxy statements and other materials
filed by Goodyear 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 Goodyear to
its shareholders generally, as the case may be;




     (e) other than in connection with the delivery of financial statements for
the fiscal period ended March 31, 2005, not later than one Business Day after each
delivery of financial statements under clause (a) or (b) above, and at such other times
as Goodyear may determine, a certificate of a Financial Officer of Goodyear identifying
each US Subsidiary and each J.V. Subsidiary formed or acquired after the Effective Date
and not previously identified in a certificate delivered pursuant to this paragraph,
stating (i) whether each such US Subsidiary is a Consent Subsidiary and describing the
factors that shall have led to the identification of any such US Subsidiary as a Consent
Subsidiary, and (ii) whether each such J.V. Subsidiary is a Principal European Subsidiary
and, if so, whether such Principal European Subsidiary is a Consent Subsidiary and
describing the factors that shall have led to the identification of any such Principal
European 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 or any provision
of any Security Agreement and each year, at the time of delivery of











 





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annual financial statements under Section 5.01(a), a certificate executed on behalf
of the European J.V. by a Financial Officer and the chief legal officer of the European
J.V. setting forth information sufficient to enable the Lenders to determine whether the
requirements of Section 5.08 have been met at such time;




     (g) other than in connection with the delivery of financial statements for
the fiscal period ended March 31, 2005, not later than one Business Day after each
delivery of financial statements under clause (a) or (b) above, a certificate of a
Financial Officer of each of Goodyear and the European J.V. certifying that the
requirements of Section 5.08 have been satisfied in all material respects;




     (h) promptly upon becoming available, quarterly and annual financial
statements for GDTG prepared in the ordinary course of business; and




     (i) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of Goodyear, the
European J.V. or any other 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 Goodyear shall deliver paper
copies of such information to any Lender that requests such delivery. Information required to be
delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant
to procedures approved by the Administrative Agent.




          SECTION 5.02. Notices of Defaults. Goodyear will furnish to the Administrative Agent,
each Issuing Bank 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 Goodyear 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. Each of Goodyear and the European J.V.
and each other Borrower will, and will cause each of its respective 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.












 





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          SECTION 5.04. Maintenance of Properties. Each of Goodyear and the European J.V. and
each other Borrower will, and will cause each of its respective 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. Each of Goodyear and
the European J.V. and each other Borrower will, and will cause each of its respective Subsidiaries
to, keep books of record and account sufficient to enable each of Goodyear and the European J.V. to
prepare the financial statements and other information required to be delivered under Section 5.01.
Each of Goodyear, the European J.V. and each other Borrower will, and will cause each of its
respective 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 Goodyear or the European J.V.) and to
discuss its affairs, finances and condition with its officers, all at such reasonable times and as
often as reasonably requested.




          SECTION 5.06. Compliance with Laws. Each of Goodyear and the European J.V. and each
other Borrower will, and will cause each of its respective 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. Each of Goodyear and the European J.V. and each other
Borrower will, and will cause each of its respective 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. Goodyear will furnish to the
Administrative Agent or any Lender, upon request, information in reasonable detail as to the
insurance so maintained.




          SECTION 5.08. Guarantees and Collateral. (a) In the event that there shall at any
time exist any Principal European Subsidiary (other than a Consent Subsidiary) or any US Subsidiary
(other than an Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the
Guarantee and Collateral Agreement, Goodyear will promptly notify the Collateral Agent and will,
within 30 days (or such longer period as may be reasonable under the circumstances) after such
notification, deliver to the Collateral Agent such information as the Collateral Agent shall have
reasonably requested and a supplement to the Guarantee and Collateral Agreement, in substantially
the form specified therein, duly executed and delivered on behalf of such Principal European
Subsidiary or US Subsidiary, as the case may be, pursuant to which such Principal European
Subsidiary or such US Subsidiary, as the case may be, will












 





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become a party to the Guarantee and Collateral Agreement and, in the case of a Principal
European Subsidiary, a European Facilities Guarantor and European Facilities Grantor, or in the
case of such US Subsidiary, a US Guarantor, in each case as defined in the Guarantee and Collateral
Agreement; provided that if a Financial Officer of Goodyear shall have delivered a
certificate to the Administrative Agent certifying that Goodyear has determined (i) based upon the
advice of French counsel, that the corporate benefit principles or other applicable law of the
Republic of France would prohibit any Principal European Subsidiary organized under the laws of the
Republic of France from duly authorizing a Guarantee of any of the Obligations, or (ii) based upon
the advice of German counsel, that the applicable law of Germany would prohibit any Principal
European Subsidiary formed or acquired after the Effective Date and organized under the laws of the
Germany from duly authorizing a Guarantee of any of the Obligations, such Principal European
Subsidiary shall not be required to become a party to the Guarantee and Collateral Agreement.
Notwithstanding the foregoing, no Subsidiary will be required to take any action pursuant to this
paragraph (a) if (i) such Subsidiary shall have received an opinion of counsel in the applicable
jurisdiction that, under circumstances referred to in such opinion, such action would subject its
officers or directors to a material risk of personal liability and (ii) there shall be a material
risk that the circumstances referred to in such opinion will occur.




          (b) In the event that any Grantor shall at any time directly own any Equity Interests of any
J.V. Subsidiary (in each case other than (i) Equity Interests in any Subsidiary with Total Assets
not greater than $10,000,000 as of December 31, 2004, or if later, as of the end of the most recent
fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or
(b), (ii) Equity Interests in any Special Excluded Subsidiary or Consent Subsidiary and (iii)
Equity Interests already pledged in accordance with this paragraph or Section 4.01), Goodyear will
promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be
reasonable under the circumstances) after such notification, cause such Equity Interests to be
pledged under a Security Agreement and, to the extent that the Collateral Agent determines that
possession of any certificates representing any such Equity Interests would provide any benefit in
respect of priority or otherwise under applicable law and requests delivery, cause to be delivered
to the Collateral Agent any certificates representing such Equity Interests, together with undated
stock powers or other instruments of transfer with respect thereto endorsed in blank;
provided, that no Grantor shall be required to pledge any Equity Interests in any
Subsidiary organized under the laws of a jurisdiction other than the Federal Republic of Germany,
the Netherlands, Luxembourg, the Republic of France, the United Kingdom or the Republic of Slovenia
if a Financial Officer of Goodyear shall have delivered a certificate to the Administrative Agent
certifying that Goodyear has determined, on the basis of reasonable inquiries in the jurisdiction
of such Person, that such pledge would affect materially and adversely the ability of such Person
to conduct its business in such jurisdiction. In the event that the tire manufacturing facilities
of SAVA shall at any time be held by any Person other than SAVA, all the Equity Interests in such
other Person shall be pledged under a Security Agreement.












 





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          (c) In the event that any Grantor shall at any time own any Applicable Assets (other than
Consent Assets and Applicable Assets already pledged, mortgaged or otherwise encumbered pursuant to
any Security Agreement) consisting of real property with a book value of $10,000,000 or more, the
European J.V. will promptly notify the Collateral Agent and will, within 30 days (or such longer
period as may be reasonable under the circumstances) after such notification, cause such Applicable
Assets to be mortgaged or otherwise encumbered pursuant to one or more Security Agreements
reasonably acceptable to the Collateral Agent and such Grantor to secure the Applicable Secured
Obligations of such Grantor. In the event that, at the end of any fiscal quarter, the Grantors,
taken together, shall own any Applicable Assets (other than Consent Assets, Equity Interests in
Subsidiaries and Applicable Assets already pledged, mortgaged or otherwise encumbered pursuant to
any Security Agreement) with an aggregate book value greater than $50,000,000 that shall not have
been pledged, mortgaged or otherwise encumbered pursuant to the Security Agreements, the European
J.V. will, promptly after the delivery of financial statements under Section 5.01(a) or (b) with
respect to such fiscal quarter, notify the Collateral Agent and will, within 30 days, (or such
longer period as may be reasonable under the circumstances) after such notification, cause such
Applicable Assets (other than assets that in the aggregate are not material) to be pledged,
mortgaged or otherwise encumbered by the Grantors pursuant to one or more Security Agreements
reasonably acceptable to the Collateral Agent and each applicable Grantor to secure the Applicable
Secured Obligations of the respective Grantors; provided, that if a Financial Officer of
Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear
has determined (i) based upon the advice of French counsel, that the corporate benefit principles
or other applicable law of the Republic of France would prohibit any Principal European Subsidiary
organized under the laws of the Republic of France from duly authorizing the creation or perfection
of any such security interest, or (ii) based upon the advice of German counsel, that the applicable
law of Germany would prohibit any Principal European Subsidiary formed or acquired after the
Effective Date and organized under the laws of the Germany from duly authorizing the creation or
perfection of any such security interest, such Principal European Subsidiary shall not be required
to create or perfect such security interest. Notwithstanding the foregoing, no Grantor will be
required to take any action pursuant to this paragraph (c) if (i) such Grantor shall have received
an opinion of counsel in the applicable jurisdiction that, under circumstances referred to in such
opinion, such action would subject its officers or directors to a material risk of personal
liability and (ii) there shall be a material risk that the circumstances referred to in such
opinion will occur. In the event that any Grantor that is organized under German law as a
Kommanditgesellschaft (a “KG”) shall, at any time, be party to or enter into any kind of
lease arrangement pursuant to which it leases PP&E with a value of more than $10,000,000 to one of
its Affiliates that is organized under German law as a Gesellschaft mit beschraenkter Haftung (a
“GmbH”), such KG will promptly notify the Collateral Agent and will, within 30 days (or
such longer period as may be reasonable under the circumstances) after such notification, assign
all rights that it has to terminate such lease arrangement (and, if such right does not exist in
such lease, amend such lease so that it shall be terminable at the election of the lessor at any
time upon
and during the continuance of an Event of Default) to the













 





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Collateral Agent under a Security Agreement reasonably acceptable to the Collateral Agent to
secure the Applicable Secured Obligations of such Grantor.




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




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 and all Letters of Credit
shall have expired or terminated and all LC Disbursements shall have been reimbursed, each of
Goodyear and the European J.V. and each other Borrower covenants and agrees with the Lenders that:




          SECTION 6.01. Indebtedness and Preferred Equity Interests. Each of Goodyear and the
European J.V. and each other Borrower will not, and will not permit any of its respective
Consolidated Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, or issue
any preferred stock or other preferred Equity Interests, except:





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




     (b) Indebtedness under the First Lien Agreement and the Second Lien
Agreement (and related Indebtedness under the “Security Documents” as defined in such
Agreements) in an amount for each such Agreement not greater than the aggregate amount of
the outstanding loans and unfunded commitments of the lenders thereunder on the Effective
Date, and additional Indebtedness that may be incurred under the First Lien Agreement
that does not result in the aggregate principal amount of Indebtedness under the First
Lien Agreement exceeding $1,750,000,000;




     (c) other Indebtedness existing (or incurred pursuant to commitments to
lend existing) on the date hereof, substantially all of which is set forth or described
in Schedule 6.01 (which Schedule 6.01 (i) sets forth substantially all such Indebtedness
and commitments outstanding on December 31, 2004, and (ii) shall be modified and
delivered to the Administrative Agent within 60 days after the date hereof to reflect
substantially all of the Indebtedness and commitments outstanding on the date hereof);




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











 





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     (e) Guarantees expressly permitted under Section 6.05;




     (f) Indebtedness (including Securitization Transactions) of Foreign
Subsidiaries 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 $600,000,000 outstanding at any time; provided that (i) the
aggregate principal amount of Indebtedness incurred under this clause (f) after December
31, 2004, by the European J.V. and the J.V. Subsidiaries shall not exceed $350,000,000,
and (ii) of the Indebtedness incurred under clause (i) of this proviso, the aggregate
principal amount of such Indebtedness incurred by J.V. Subsidiaries that are not
Subsidiary Guarantors shall not exceed $50,000,000; and provided further
that the maximum aggregate amount of all the Indebtedness of J.V. Subsidiaries that are
organized under the laws of Slovenia outstanding at any time under this clause (f) or
under any other clause of this Section 6.01 shall not exceed $75,000,000;




     (g) Securitization Transactions (other than those permitted by paragraphs
(f), (j), (l), (r) and (t) of this Section) in an aggregate amount not greater than
€300,000,000 outstanding at any time, including Securitization Transactions of the
European J.V. and the J.V. Subsidiaries;




     (h) Indebtedness of Goodyear 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 Goodyear or any Subsidiary incurred pursuant to
Sale and Leaseback Transactions permitted by Section 6.03;




     (j) Indebtedness of any Person that shall have become a Subsidiary after
the date hereof; provided that such Indebtedness shall have existed at the time
such Person becomes a Subsidiary and shall not have been created in contemplation of or
in connection with such Person becoming a Subsidiary;




     (k) obligations of Goodyear 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 Goodyear 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
of Goodyear or the European J.V. under GAAP as in effect on the date hereof











 





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(and in the event that any such Subsidiary shall become a Consolidated Subsidiary of
Goodyear or the European J.V., Indebtedness of such Subsidiary existing at the time it
becomes such 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 being refinanced or replaced;
(ii) (A) 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 and (B) any extension, renewal, refinancing or replacement of
Indebtedness under any revolving credit or similar facility may be in an aggregate
principal amount equal to the commitments under such facility at the time of such
extension, renewal, refinancing or replacement, whether or not such commitments have been
drawn at the time of such extension, renewal, refinancing or replacement; (iii) in the
case of the refinancing of any Indebtedness that is not permitted to be prepaid,
redeemed, defeased or otherwise discharged prior to its maturity, or in respect of which
Goodyear determines in its sole discretion that the costs or difficulty of extinguishing
such Indebtedness at the time such refinancing Indebtedness is incurred outweigh the
advantages to Goodyear of such extinguishment, any such refinancing Indebtedness may be
incurred up to one year in advance of the maturity of such Indebtedness to be refinanced
and the proceeds thereof may, in lieu of being applied to refinance such Indebtedness,
be used for any purpose permitted under this Agreement prior to the refinancing of such
Indebtedness; and (iv) any such refinancing Indebtedness may be incurred up to six months
after the extinguishment of the Indebtedness being refinanced;




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




     (o) Indebtedness pursuant to any Swap Agreement entered into to hedge
against risks to which the businesses of Goodyear and the Subsidiaries are exposed, and
not for speculative purposes, or in order to effectively cap, collar or exchange interest
rates (from fixed to floating rates, from one floating rate to another floating rate or
otherwise) with respect to any interest-bearing liability or investment of Goodyear or
any Subsidiary;











 





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




     (q) other unsecured Indebtedness for borrowed money of Goodyear, or
preferred Equity Interests of Goodyear (“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, taken together with the aggregate principal amount of Indebtedness outstanding
under clause (s) below, exceed $2,400,000,000; 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 unsecured Indebtedness or preferred Equity Interests of Goodyear meeting the
requirements of this paragraph will be deemed to be a preferred Equity Interest of
Goodyear;




     (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;




     (s) Senior Subordinated-Lien Indebtedness for borrowed money of Goodyear
in an aggregate principal amount outstanding not to exceed $1,400,000,000 at any time, in
each case not maturing or required to be prepaid, redeemed, repurchased or defeased prior
to the Commitment Termination Date, whether on one or more scheduled dates or upon the
happening of one or more events (other than as a result of events of default or change of
control events or pursuant to customary provisions requiring that Goodyear offer to
purchase such Senior Subordinated-Lien Indebtedness with the proceeds of asset sales to
the extent such proceeds have not been invested in assets used in Goodyear’s business or
used to prepay, redeem or purchase other Indebtedness or to provide cash collateral for
reimbursement obligations in respect of letters of credit) (it being agreed that
provisions comparable to those set forth in the Junior Lien Indenture or the Third Lien
Agreement are customary), and related Guarantees by the US Subsidiary Guarantors;
provided that the Senior Subordinated-Lien Collateral Agent for such Senior
Subordinated-Lien Indebtedness shall have executed and delivered (with a copy to the
Administrative Agent), on its own behalf and on behalf of the obligees on such Senior
Subordinated-Lien Indebtedness, an Accession Agreement under the Lien Subordination and











 





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Intercreditor Agreement pursuant to which the obligations of Goodyear and the
Subsidiaries in respect of such Senior Subordinated-Lien Indebtedness shall have become
Designated Junior Obligations under the Lien Subordination and Intercreditor Agreement;




     (t) Securitization Transactions of Foreign Subsidiaries (other than those
permitted by paragraphs (f), (g), (j), (l) and (r) of this Section) in an aggregate
amount not greater than $15,000,000 outstanding at any time, including Securitization
Transactions of the European J.V. and the J.V. Subsidiaries; and




     (u) other Indebtedness in an aggregate amount at any time outstanding not
in excess of $50,000,000, of which no more than $25,000,000 may be Indebtedness of the
European J.V. and the J.V. Subsidiaries.



          SECTION 6.02. Liens. Each of Goodyear and the European J.V. and each other Borrower
will not, and will not permit any of its respective Consolidated Subsidiaries 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 or doubtful receivables and other than any transaction
excluded from the definition of “Securitization Transaction” under the proviso thereto), except:





     (a) Liens created under the Credit Facilities Documents or the Credit
Documents;




     (b) Permitted Encumbrances;




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




     (d) any Lien existing on any property or asset prior to the acquisition
thereof by Goodyear or any Subsidiary or existing on any property or asset of any Person
that shall have become a Subsidiary after the date hereof prior to the time such Person
became a Subsidiary; provided that (i) such Lien secures Indebtedness permitted
by clause (h) or (j) of Section 6.01, (ii) such Lien shall not have been 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 Goodyear or any Subsidiary and (iv) such Lien shall secure only those
obligations which it shall have secured on the date of such acquisition or the date such
Person shall have become a Subsidiary, as the case may be, and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount thereof;











 





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     (e) Liens on assets acquired, constructed or improved by Goodyear 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 Goodyear or any Subsidiary;




     (f) (i) Liens on assets of Foreign Subsidiaries securing Indebtedness
incurred under Section 6.01(f) or in connection with Securitization Transactions of
Foreign Subsidiaries permitted under Section 6.01(f), and (ii) in connection with
Securitization Transactions permitted under Section 6.01(t); provided that no
Lien described in clause (i) shall be permitted in respect of any asset of the European
J.V. or any the J.V. Subsidiary other than Liens (A) on assets not constituting
Collateral and (B) securing Indebtedness or in connection with Securitization
Transactions of the European J.V. and the J.V. Subsidiaries in an aggregate principal
amount not to exceed $10,000,000 for all J.V. Subsidiaries organized under the laws of
Slovenia or $50,000,000 for the European J.V. and all the J.V. Subsidiaries taken
together;




     (g) 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 Goodyear or a Subsidiary to facilitate the purchase, shipment or storage of such items
of inventory or other goods;




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




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




     (l) Liens referred to in policies of title insurance with respect to
Mortgaged Property (as defined in the First Lien Agreement) delivered to the
Administrative Agent prior to the Effective Date;




     (m) Liens on assets constituting Collateral under the First Lien Agreement
(other than any such Collateral constituting Indenture Properties (as defined in the
First Lien Guarantee and Collateral Agreement) or “manufacturing facilities” (as defined
in the Swiss Franc Note Agreement), including Liens on Goodyear’s headquarters facilities
in Akron, Ohio, created











 





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under any Senior Subordinated-Lien Indebtedness Security Documents to secure any
Senior Subordinated-Lien Indebtedness incurred under Section 6.01(s);




     (n) Liens on assets constituting Collateral under the First Lien Agreement
securing Indebtedness incurred under Section 6.01(m) to refinance Indebtedness under the
First Lien Agreement;




     (o) Liens on assets constituting Collateral under the Second Lien
Agreement securing Indebtedness incurred under Section 6.01(m) to refinance the
Indebtedness under the Second Lien Agreement;




     (p) 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 $50,000,000, of which no more than $25,000,000 shall be
Indebtedness of the European J.V. and the J.V. Subsidiaries.



          SECTION 6.03. Sale and Leaseback Transactions. Each of Goodyear and the European J.V.
and each other Borrower will not, and will not permit any of its respective 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; provided that the aggregate outstanding Attributable Debt in
respect of Sale and Leaseback Transactions of the European J.V. and the J.V. Subsidiaries pursuant
to the foregoing clause (b) shall not exceed $50,000,000.




          SECTION 6.04. Fundamental Changes. (a) Each of Goodyear and the European J.V. and
each other Borrower will not, and will not permit any of its respective Consolidated Subsidiaries
to, merge into, amalgamate or consolidate with any other Person, or permit any other Person to
merge into, amalgamate 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 Goodyear and its Consolidated Subsidiaries,
taken as a whole, or all or substantially all the assets of the European J.V. and its Consolidated
Subsidiaries, taken as a whole, or, in the case of Goodyear or any 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 that is not a J.V. Loan Party may merge into
Goodyear in a transaction in which Goodyear 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 (A) no US Subsidiary may merge into a Foreign Subsidiary, (B) neither the European J.V.
nor any J.V. Subsidiary may merge into a Subsidiary that is not the European J.V. or a J.V.
Subsidiary (other than a merger of a J.V. Subsidiary into a Subsidiary that will become a J.V.
Subsidiary upon the consummation of such merger) and (C) no J.V. Loan Party may merge into a
Subsidiary













 





80



that is not a J.V. Loan Party (other than a Subsidiary that will become a J.V. Loan Party upon
the consummation of such merger), (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 Goodyear or to another Subsidiary; provided
that any Investment that takes the form of a merger, amalgamation or consolidation (other than any
merger, amalgamation or consolidation involving Goodyear) expressly permitted by Section 6.05 shall
be permitted by this Section 6.04.




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





     (a) Permitted Investments;




     (b) Investments by Goodyear and the Subsidiaries in Subsidiaries or
Goodyear; provided that no Investment shall be made by any Credit Party in a
Subsidiary that is not a Credit Party or by a J.V. Loan Party in Goodyear or a Subsidiary
that is not a J.V. Loan Party pursuant to this clause (b) except 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 J.V. or any J.V. Subsidiary may not be transferred
to any Subsidiary that is not the European J.V. or a J.V. Subsidiary;




     (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 (i) after giving effect to any such transfer or related series of
transfers of assets having an aggregate book value in excess of $5,000,000, the aggregate
book value of all assets subject to all such transfers involving assets having an
aggregate book value in excess of $5,000,000 after the Effective Date shall not exceed
$250,000,000 and (ii) after giving effect to any such transfer or related series of
transfers of assets having an aggregate book value in excess of $5,000,000, the aggregate
book value of all assets of the European J.V. and the J.V. Subsidiaries subject to all
such transfers










 





 81



involving assets having an aggregate book value in excess of $5,000,000 from and
after the Effective Date shall not exceed $100,000,000; and any Investment by Goodyear
Dunlop Tires NA in a Consolidated Subsidiary;




     (d) Guarantees expressly permitted under Section 6.01;




     (e) the acquisition of any Equity Interest; provided that the
aggregate consideration paid by Goodyear and the Subsidiaries in all such acquisitions
(including Indebtedness assumed by Goodyear or any Subsidiary) shall not exceed
$400,000,000 plus the aggregate amount of Equity Proceeds received after the Effective
Date that shall not have been used (i) to make Capital Expenditures under clause (a)(ii)
of Section 6.09 or (ii) to make other Investments under this clause (e); provided
further that the aggregate consideration paid by the European J.V. and the J.V.
Subsidiaries in all such acquisitions (including Indebtedness assumed by the European
J.V. or any J.V. Subsidiary) shall not exceed $200,000,000 plus the aggregate amount of
J.V. Equity Proceeds received after the Effective Date that shall not have been used to
make other Investments of the European J.V. and the J.V. Subsidiaries under this clause
(e);




     (f) Guarantees not permitted by any other clause of this Section 6.05
incurred in the ordinary course of business and consistent with past practices in an
aggregate amount for all such Guarantees at any time outstanding not exceeding
$50,000,000; provided that the aggregate amount of all such Guarantees by the
European J.V. and the J.V. Subsidiaries shall not exceed $25,000,000 at any time
outstanding;




     (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
Goodyear;




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




     (j) Investments in an aggregate amount not greater than $150,000,000
during the term of this Agreement in Persons in which Goodyear or any Subsidiary had an
Equity Interest on the date hereof that are (A) required to be made as a result of the
exercise by other holders of Equity Interests in such Persons of put options or (B)
required to avoid dilution of Goodyear’s or such Subsidiary’s percentage ownership
interest therein; provided that (A) the aggregate amount of all such Investments
by the European J.V. and the J.V. Subsidiaries shall not exceed $35,000,000 and (B) each
such Investment by the European J.V. or any J.V. Subsidiary shall be in a J.V.
Subsidiary; (ii) Investments in an aggregate amount not greater than $150,000,000 during
the



 









 





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term of this Agreement consisting of the purchase of Equity Interests in or any
business unit owned by or comprising part of the Person specified on Schedule 6.05(j);
provided that the European J.V. and the J.V. Subsidiaries shall not make any
Investment under this clause (ii); and (iii) Investments in Subsidiaries in which Persons
other than Goodyear or any Subsidiary have minority Equity Interests at the time such
Investments are made consisting of purchases of such minority interests in an aggregate
amount not greater than $100,000,000 during the term of this Agreement; provided
that (A) the aggregate amount of all such Investments by the European J.V. and the J.V.
Subsidiaries shall not exceed $50,000,000 and (B) each such Investment by the European
J.V. or any J.V. Subsidiary shall be in a J.V. Subsidiary;




     (k) any Investment that (i) is included in Capital Expenditures for the
period during which such Investment is made and that is permitted under Section 6.09 or
(ii) consists of the acquisition of all the Equity Interests in a Person (other than such
portion of the Equity Interests in any Foreign Subsidiary as may be required by local law
to be or pursuant to local market practice is customarily owned by a Person other than
Goodyear or a Subsidiary) not less than 90% of the assets of which are capital assets and
that is permitted under Section 6.09 (the amount of the Capital Expenditure in respect
thereof for purposes of determining compliance with Section 6.09 being deemed to be the
consideration paid in respect of such acquisition plus the aggregate amount of the
Indebtedness of such Person outstanding immediately after such acquisition);




     (l) Investments in Tire & Wheel Assemblies, Inc. in an aggregate amount
at any time outstanding not greater than $50,000,000; provided that the European
J.V. and the J.V. Subsidiaries shall not make any Investment under this clause (l);




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




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




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




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




     (q) Investments constituting loans or advances by the European J.V. or
any J.V. Subsidiary to Goodyear or any of its Subsidiaries (other than the



 









 






 83




European J.V., and the J.V. Subsidiaries) 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;




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




     (s) Investments not permitted by any other clause of this Section in an
aggregate amount at any time outstanding not greater than $50,000,000; provided
that the aggregate amount of all such Investments by the European J.V. and the J.V.
Subsidiaries shall not exceed $25,000,000;



          SECTION 6.06. Asset Dispositions. Each of Goodyear and the European J.V. and each
other Borrower will not, and will not permit any of its respective Consolidated Subsidiaries to,
sell, transfer or otherwise dispose of, including by means of any lease or license that is in
effect a disposition (each, a “Sale”, which term shall include any transfer designated by
the Borrower as a Sale under Section 12.13(e) of the Guarantee and Collateral Agreement) of any
asset, including any Equity Interest, owned by it, nor will Goodyear or the European J.V. or any
other Borrower permit any of its respective 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 Goodyear or a Subsidiary; provided that any such
sale, transfer or disposition by a Credit Party to a Subsidiary that is not a Credit
Party or by a J.V. Loan Party to a Subsidiary that is not a J.V. Loan Party shall be made
in compliance with Section 6.05;




     (c) Sales of accounts receivable or interests therein in Securitization
Transactions permitted under Sections 6.01(f), (g), (j), (l), (r) and (t) or in
transactions excluded from the definition of “Securitization Transaction” under the
proviso thereto;




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




     (e) (i) Sales of any Equity Interests in any Person that is not a
Subsidiary and (ii) Sales, for tax planning or other business purposes, consistent with
Goodyear’s past practices, of any Equity Interests in Foreign Subsidiaries to any Foreign
Subsidiary whose Equity Interests have been pledged under any of the Security Documents;
provided in the case of any Sale under this clause (ii) that the Collateral Agent
is hereby authorized and directed to release any security interest under any Security
Document in any Equity Interest subject to



 









 







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such Sale if (A) the seller thereof is Goodyear or a US Subsidiary and such release
is required in order to obtain the desired amount of consideration from such Sale or (B)
after giving effect to such Sale the aggregate fair value of all Equity Interests subject
to Sales under this clause (ii), other than those referred to in clause (A), when taken
together with all Sales under clause (i)(1)(B) below, shall not (1) in the case of Sales
by the European J.V. and the J.V. Subsidiaries, exceed $50,000,000, and (2) for all such
Sales, exceed $100,000,000;




     (f) Sales to Persons other than Goodyear 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, (ii) at least 75% of the consideration received in each such Sale listed on Part
II of Schedule 6.06 shall consist of cash, and (iii) the Sale listed on Part III of
Schedule 6.06 shall be effected in a manner substantially consistent with one of the
transactions in respect thereof described on Part III;




     (g) 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;




     (h) Investments expressly permitted by Section 6.05; and




     (i) Sales (other than Sales of accounts receivable or inventory that are
not sold in connection with the Sale of a business or line of business) that are not
permitted by any other clause of this Section 6.06; provided that (1) the
aggregate consideration received in respect of all such Sales in reliance upon this
clause (i) shall not exceed (A) $600,000,000 in the aggregate or (B) when taken together
with all Sales under clause (e)(ii)(B) above, $100,000,000 in the aggregate with respect
to (x) Sales of Equity Interests in Foreign Subsidiaries pledged pursuant to the Security
Documents under the First Lien Agreement and (y) Sales of all or substantially all of the
assets of Foreign Subsidiaries whose Equity Interests have been pledged pursuant to the
Security Documents under the First Lien Agreement, or (C) when taken together with all
Sales under clause (e)(ii)(B) above, $50,000,000 in the aggregate with respect to (x)
Sales of Equity Interests in Foreign Subsidiaries pledged pursuant to the Security
Documents and (y) Sales of all or substantially all of the assets of Foreign Subsidiaries
whose Equity Interests have been pledged pursuant to the Security Documents, (2) the
aggregate consideration received in respect of all such Sales by the European J.V. and
the J.V. Subsidiaries shall not exceed $250,000,000 in the aggregate, (3) all Sales
permitted pursuant to this clause (i) shall be made for fair value, as reasonably
determined by Goodyear, and (4) except with respect to $100,000,000 (determined net of
any cash or Cash Equivalents subsequently realized on the Sale, or the repayment of any
portion of non-cash consideration received in connection with a Sale that represented
non-cash consideration in excess of 25% of the total consideration received in such Sale)
of consideration (of which no more than $50,000,000 shall be in respect of Sales by the
European J.V. or the J.V. Subsidiaries) for all such Sales in the



 









 





 85





aggregate, at least 75% of the consideration received in each such Sale shall
consist of cash.



          SECTION 6.07. Restricted Payments. (a) Each of Goodyear and the European J.V. and
each other Borrower will not, and will not permit any of its respective Consolidated Subsidiaries
to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment,
except that (i) Goodyear may declare and pay dividends payable solely in additional shares of its
common stock, (ii) so long as no Event of Default shall exist, Goodyear may declare and pay cash
dividends and other regularly scheduled distributions on shares of its Permitted Preferred Stock,
(iii) the European J.V. may declare and pay cash dividends ratably with respect to its Equity
Interests in an aggregate amount not to exceed 100% of cumulative Consolidated Net Income of the
European J.V. after January 1, 2003, (iv) Subsidiaries (other than the European J.V.) may make
Restricted Payments with respect to their Equity Interests so long as such Restricted Payments are
made ratably or on a basis more favorable to Goodyear and its Affiliates than ratably, (v) Goodyear
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 Goodyear or any
Subsidiary, (vi) Goodyear and its Subsidiaries may make Investments in Subsidiaries expressly
permitted by Section 6.05(b), Section 6.05(e) or Section 6.05(s) and Investments expressly
permitted under Section 6.05(j), (vii) Goodyear may declare, so long as no Event of Default shall
exist, and pay previously declared, cash dividends on its common stock in an aggregate amount
during any fiscal year not to exceed $10,000,000 and (viii) Goodyear may during any Dividend
Availability Period declare, so long as no Event of Default shall exist, and pay previously
declared, cash dividends on its common stock in an aggregate amount during any fiscal year not to
exceed $50,000,000.



          (b) Each of Goodyear and the European J.V. and each other Borrower will not, nor will it
permit any of its respective Consolidated 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 Goodyear to any Person other than Goodyear
or a Subsidiary in respect of principal of or interest on any Indebtedness the maturity of which is
one year or more thereafter, 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
Goodyear or any Subsidiary the maturity of which is one year or more thereafter, except:




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



 









 




  86



     (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;




     (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;




     (v) if no Event of Default shall exist or would exist after giving effect
thereto, repurchases, repayments or prepayments of Designated Debt;




     (vi) if no Event of Default shall exist or would exist after giving effect
thereto, repurchases, repayments or prepayments of Indebtedness of Foreign Subsidiaries in
an aggregate amount not greater than $100,000,000 during the term of this Agreement, of
which no more than $75,000,000 may be Indebtedness of the European J.V. and the J.V.
Subsidiaries; and




     (vii) if no Event of Default shall exist, other repurchases, repayments or
prepayments of Indebtedness in an aggregate amount not greater than $25,000,000 in any
calendar year.



          SECTION 6.08. Transactions with Affiliates. The European J.V. will not, nor will it
permit any J.V. Subsidiary to, sell, lease or otherwise transfer any property or assets to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions in the ordinary course of
business that are consistent with past practices or are at prices and on terms and conditions no
less favorable to the European J.V. or such J.V. Subsidiary than could be obtained on an
arm’s-length basis from unrelated third parties in the reasonable judgment of the European J.V.,
(b) transactions between or among the European J.V. and the J.V. Subsidiaries not involving any
other Affiliate and (c) any Restricted Payment permitted by Section 6.07.



          SECTION 6.09. Capital Expenditures. (a) Goodyear and the Subsidiaries will not make
Capital Expenditures in any fiscal year in an amount greater than the sum of (i) $700,000,000;
provided that to the extent that Capital Expenditures in any fiscal year are less than
$700,000,000 plus any additional amount carried forward to such fiscal year pursuant to this
proviso, such unused amount may be carried forward to the following fiscal year, plus (ii) the
aggregate amount of Equity Proceeds received after the Effective Date that shall not have been used
(A) to make Capital Expenditures under this clause (iii) or (B) to make Investments under Section
6.05(e).



          (b) The European J.V. and the J.V. Subsidiaries will not make Capital Expenditures in any
fiscal year in an amount greater than (i) in fiscal year 2005, $200,000,000, (ii) in fiscal year
2006, $250,000,000 and (iii) in each year thereafter, $300,000,000; provided that to the
extent that Capital Expenditures in any fiscal year are less than the amount
specified in clause (i), (ii) or (iii), as applicable, plus any
additional



 









 




  87


amount carried forward to such fiscal year pursuant to this proviso, such unused amount
may be carried forward to the following fiscal year.




          SECTION 6.10. Interest Expense Coverage Ratio. Goodyear will not permit the ratio of
(a) Consolidated EBITDA of Goodyear and its Consolidated Subsidiaries to (b) Consolidated Interest
Expense of Goodyear and its Consolidated Subsidiaries for any period of four consecutive fiscal
quarters to be less than 2.00 to 1.00.



          SECTION 6.11. European J.V. Leverage Ratio. The European J.V. will not permit the
ratio at the end of any fiscal quarter of (a) Consolidated Net J.V. Indebtedness at such date to
(b) Consolidated European J.V. EBITDA for the period of four consecutive fiscal quarters ended at
such date, to be greater than 2.75 to 1.00.



          SECTION 6.12. Senior Secured Indebtedness Ratio. Goodyear will not permit the ratio
at the end of any fiscal quarter of (a) Consolidated Net Secured Indebtedness of Goodyear and its
Consolidated Subsidiaries at such date to (b) Consolidated EBITDA of Goodyear and its Consolidated
Subsidiaries for the period of four consecutive fiscal quarters ended at such date, to be greater
than 3.50 to 1.00.



          SECTION 6.13. Sumitomo Ownership. Goodyear will not enter into any agreement, or
agree to amend, modify or waive any existing agreement, between it and Sumitomo Rubber Industries
or any organizational document of the European J.V., if the effect thereof is to permit Sumitomo
Rubber Industries to sell, transfer or otherwise dispose of any of the issued and outstanding
capital stock of the European J.V. owned by Sumitomo Rubber Industries to any Person other than
Goodyear or a Wholly Owned Subsidiary of Goodyear



          SECTION 6.14. German Subsidiary Matters. Notwithstanding any provision to the
contrary contained in this Agreement, Goodyear and the Borrowers shall comply with the following
provisions and cause their Subsidiaries to so comply:



          (a) Each of RVM Reifen Vertriebsmanagement GmbH (“RVM”) and each other general
partner in a KG Grantor that is organized as a GmbH under German law (collectively, the “KG
General Partners”) shall not make any advance to, or otherwise hold any Indebtedness of, any of
its Affiliates, other than advances to, or Indebtedness of, any of its Subsidiaries or any KG in
which it is a general partner; provided that this restriction shall not apply with respect
to any advance or Indebtedness if there is a change in applicable law or the interpretation thereof
and Goodyear shall have delivered a legal opinion in form and substance reasonably satisfactory to
the Administrative Agent to the effect that the claims against the recipients or borrowers of such
advance or Indebtedness may be taken into account in the calculation of Net Assets provided in
Section 3.03(d) of the Guarantee and Collateral Agreement; provided further that in such
event, the provisions of such Section 3.03(d) shall be amended to provide that such advance or
Indebtedness will be taken into account in such calculation and the Lenders hereby authorize the
Agents and the Agents hereby agree to amend such Section 3.03(d) to effect such result.



 









 





 88


          (b) None of Goodyear, the European J.V. or the other Borrowers shall cause to occur, or
permit any Subsidiary to cause to occur, any Dilutive Act (i) at any time prior to January 1, 2008,
(ii) at any time when any Event of Default shall have occurred and be continuing under clause (a),
(b), (h), (i), (l) or (m) of Section 7.01 or as a result of a breach of Section 5.06, 6.10, 6.11 or
6.12, or (iii) if after giving effect to such Dilutive Act the aggregate PP&E of all KG Grantors at
the time of such Dilutive Act shall be less than 80% of the aggregate PP&E of all KG Grantors as
of December 31, 2004.




     (i) “Dilutive Act” means (A) any contribution, Sale or other
transfer of PP&E of any KG Grantor (other than to another KG Grantor), other than the sale
in the ordinary course of business of worn out or surplus PP&E and (B) any change of legal
form, merger, consolidation or amalgamation involving, or any Sale of all or substantially
all the assets of, any KG Grantor in which the surviving company or transferee is not a KG
Grantor.




     (ii) “KG Grantor” means each of Fulda Reifen GmbH & Co. KG, M-Plus
Multimarkenmanagement & GmbH & Co. KG, GD Handelssysteme GmbH & Co. KG, Goodyear KG or
Dunlop KG, and any other Grantor organized as a KG.




     (iii) “PP&E” means property, plant & equipment.




     (iv) Actions required to be taken in order to comply with applicable law
shall not constitute voluntary acts and shall not violate this Section 6.14 unless
Goodyear, the European J.V. or any Borrower shall have voluntarily taken actions with
knowledge that such actions would give rise to requirements of law, the compliance with
which would cause a breach of this Section 6.14.




     (v) The European J.V. shall deliver to the Administrative Agent not later
than the time that audited financial statements of GTDG are delivered pursuant to Section
5.01(h), a computation in detail reasonably satisfactory to the Administrative Agent of the
PP&E as of December 31, 2004, of each of the KGs.



ARTICLE VII




Events of Default and CAM Exchange




          SECTION 7.01. Event of Default. If any of the following events (“Events of
Default”) shall occur:




     (a) any Borrower shall fail to pay any principal of any Loan or any
reimbursement obligation in respect of any LC Disbursement 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) any 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 Section)
payable under this Agreement or any other Credit Document, when and as the



 









 






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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 2.12 and 2.13, 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 of Goodyear or the European J.V.
first obtains knowledge of such failure and (B) the day on which written notice of such
failure shall have been given to the European J.V. by the Administrative Agent or any
Lender or Issuing Bank;




     (c) any representation or warranty made or deemed made by or on behalf of
Goodyear or the European J.V. or any other Borrower or any J.V. Loan 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) Goodyear or the European J.V. or any other Borrower shall fail to
observe or perform any covenant, condition or agreement contained in Section 5.01(a)
(solely with respect to the European J.V.’s fiscal year ended December 31, 2004), 5.02,
5.03 (with respect to any 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 Section), and such failure shall continue unremedied for
a period of 30 days after written notice thereof from the Administrative Agent to the
European J.V. (which notice will be given at the request of any Lender);
provided, that the failure of any Credit Party to perform any covenant, condition
or agreement made in any Credit Document (other than this Agreement (except the
agreements under Section 5.01(f)) 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) Goodyear or any Consolidated Subsidiary of Goodyear 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 March 31, 2003) becoming due or being required to
be prepaid, repurchased, redeemed, defeased or terminated prior to its scheduled maturity
(other than, in the case of any Securitization Transaction, any event or condition not
caused by an act or omission of Goodyear or any Subsidiary, if Goodyear shall furnish to
the Administrative Agent a certificate to the effect that after the termination of such
Securitization Transaction Goodyear and the Subsidiaries that are a party thereto have
sufficient liquidity to operate their businesses in the ordinary course);
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



 









 





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assets securing such Indebtedness in accordance with the terms and conditions of this
Agreement or (ii) Material Indebtedness of any Foreign Subsidiary if Goodyear 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 any Securitization Transaction existing on March 31, 2003) or any trustee or
agent on its or their behalf to cause such Material Indebtedness to become due, or to
require the prepayment, repurchase, redemption, defeasance or termination thereof, prior
to its scheduled maturity; provided that (i) no Event of Default shall occur
under this paragraph (g) as a result of any event or condition relating to the First Lien
Agreement or any Securitization Transaction, other than any default in the payment of
principal or interest thereunder that does not result from a change in borrowing base
eligibility criteria or reserves made by the administrative agent thereunder as to which
there is good faith disagreement and (ii) this clause (g) shall not apply to (i) secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of the
property or assets securing such Indebtedness in accordance with the terms and conditions
of this Agreement or (ii) Material Indebtedness of any Foreign Subsidiary if Goodyear 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, bankruptcy, moratorium,
suspension of payment or other relief in respect of Goodyear, any 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 in bankruptcy,
custodian, sequestrator, conservator or similar official for Goodyear, any Borrower or
any Material Subsidiary or for a substantial part of its assets, and, in any such case,
such proceeding or petition shall continue undismissed for 90 days or an order or decree
approving or ordering any of the foregoing shall be entered;




     (i) Goodyear, any Borrower or any Material Subsidiary shall (i)
voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization, bankruptcy, moratorium, suspension of payment 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
Section, (iii) apply for or consent to the appointment of a receiver, trustee in
bankruptcy, custodian, sequestrator, conservator or similar official for Goodyear, any
Borrower or any
Material Subsidiary or for a substantial part of its assets, (iv) make a general



 









 





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assignment for the benefit of creditors or (v) take any action for the purpose of
effecting any of the foregoing;




     (j) Goodyear, any 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 any Borrower described in clause
(h) or (i) of this Section), 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
European J.V., take any or all of the following actions, at the same or different times: (i)
terminate the Commitments, and thereupon the Commitments and each LC Commitment shall terminate
immediately, (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 European J.V. and the other
Borrowers 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 Goodyear and each Borrower
and (iii) demand cash collateral with respect to any Letter of Credit pursuant to Section 2.04(j)
(it being agreed that such demand will be deemed to have been made with respect to all Letters of
Credit if any Loans are declared to be due and payable as provided in the preceding clause (ii));
and in case of any event with respect to any Borrower described in clause (h) or (i) of this
Section, 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
Borrowers accrued hereunder, shall automatically become due and payable, and the Borrowers’
obligation to provide cash collateral for Letters of Credit shall become effective, in each case
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by
Goodyear and each Borrower.




          SECTION 7.02. CAM Exchange. On the CAM Exchange Date, (i) the Commitments shall
automatically and without further act be terminated as provided in
Section 7.01, (ii) each ABT Lender shall immediately be deemed to have acquired (and



 









 





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shall
promptly make payment therefor to the Administrative Agent in accordance with Section 2.05(c))
participations in the Swingline Loans in an amount equal to such Lender’s ABT Percentage of each
such Swingline Loan outstanding on such date, (iii) simultaneously with the automatic conversions
pursuant to clause (iv) below, the Lenders shall automatically and without further act be deemed to
have exchanged interests in the Designated Obligations under each Class of Loans and in respect of
the LC Exposures and the Swingline Exposures such that, in lieu of the interests of each Lender in
the Designated Obligations under each Class of Loans and in respect of the LC Exposures and the
Swingline Exposures in which it shall participate as of such date (including the principal,
interest and fee obligations of each Borrower in respect of the Loans and LC Disbursements within
each such Class), such Lender shall own an interest equal to such Lender’s CAM Percentage in the
Designated Obligations under each Class of Loans and in respect of the LC Exposures and the
Swingline Exposures (including the principal, interest and fee obligations of each Borrower in
respect of the Loans and LC Disbursements within each such Class), and (iv) simultaneously with the
deemed exchange of interests pursuant to clause (iii) above, the interests in the Loans to be
received in such deemed exchange shall, automatically and with no further action required, be
converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date,
of such amount and on and after such date all amounts accruing and owed to the Lenders in respect
of the Designated Obligations shall accrue and be payable in Euro at the rates otherwise applicable
hereunder. Each Lender, each Person acquiring a participation from any Lender as contemplated by
Section 9.04, Goodyear and each Borrower hereby consents and agrees to the CAM Exchange. After the
CAM Exchange Date, Goodyear, each Borrower, each Issuing Bank and each Lender agrees from time to
time to execute and deliver to the Agents all such promissory notes and other instruments and
documents as the Agents shall reasonably request to evidence and confirm the respective interests
and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to
surrender any promissory notes originally received by it in connection with its Loans hereunder to
the Administrative Agent against delivery of any promissory notes so executed and delivered;
provided that the failure of Goodyear, any Borrower or any Issuing Bank to execute or
deliver or of any Issuing Bank or Lender to accept any such promissory note, instrument or document
shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM
Exchange, upon and after the CAM Exchange Date, each payment received by the Administrative Agent
pursuant to any Credit Document in respect of the Designated Obligations, and each distribution
made by the Administrative Agent pursuant to any Security Document in respect of the Designated
Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM
Percentages. Any direct payment received by a Lender on or after the CAM Exchange Date, including
by way of set-off, in respect of a Designated Obligation shall be paid over to the Administrative
Agent for distribution to the Lenders in accordance herewith.




     SECTION 7.03. Letters of Credit. (a) In the event that on the CAM Exchange Date any
Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall
not have been reimbursed by the applicable Borrower or with the proceeds of a Borrowing, each ABT
Lender shall promptly pay over to the
Administrative Agent, in immediately available funds, an amount in Euro equal to such



 









 





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Lender’s
ABT Percentage of the Euro Equivalent of such Lender’s participation in the undrawn face amount of
each Letter of Credit and (to the extent it has not already done so) such Lender’s participation in
such unreimbursed LC Disbursement, as applicable, together with interest thereon from the CAM
Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the
rate that would be applicable at the time to an unreimbursed LC Disbursement. The Administrative
Agent shall establish a separate account (each, a “Reserve Account”) or accounts for each
Lender for the amounts received with respect to each such Letter of Credit pursuant to the
preceding sentence. The Administrative Agent shall deposit in each Lender’s Reserve Account such
Lender’s CAM Percentage of the amounts received from the ABT Lenders as provided above. For the
purposes of this paragraph, the Euro Equivalent of each Lender’s participation in each Letter of
Credit shall be the amount in Euros determined by the Administrative Agent to be required in order
for the Administrative Agent to purchase currency in the currency in which such Letter of Credit is
denominated in an amount sufficient to enable it to deposit the actual amount of such participation
in such undrawn Letter of Credit in such currency in such Lender’s Reserve Account. The
Administrative Agent shall have sole dominion and control over each Reserve Account for the benefit
of the Issuing Banks, and the amounts deposited in each Reserve Account shall be held in such
Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The
Administrative Agent shall maintain records enabling it to determine the amounts paid over to it
and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on
deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The
amounts held in each Lender’s Reserve Account shall be held as a reserve against the LC Exposures,
shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or
against any Credit Party and shall not give rise to any obligation on the part of any Borrower to
pay interest to such Lender, it being agreed that the reimbursement obligations in respect of
Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in
Section 2.04.




          (b) In the event that after the CAM Exchange Date any drawing shall be made in respect of a
Letter of Credit, the Administrative Agent shall, at the request of the applicable Issuing Bank,
withdraw from the Reserve Account of each Lender any amounts, up to the amount of such Lender’s CAM
Percentage of such drawing or payment, deposited in respect of such Letter of Credit and remaining
on deposit and deliver such amounts to such Issuing Bank in satisfaction of the reimbursement
obligations of the Lenders under Section 2.05(d) (but not of the applicable Borrower under Section
2.05(e)). In the event that any Lender shall default on its obligation to pay over any amount to
the Administrative Agent as provided in this Section 7.03, the applicable Issuing Bank shall have a
claim against such Lender to the same extent as if such Lender had defaulted on its obligations
under Section 2.05(d), but shall have no claim against any other Lender in respect of such
defaulted amount, notwithstanding the exchange of interests in the applicable Borrower’s
reimbursement obligations pursuant to Section 7.02. Each other Lender shall have a claim against
such defaulting Lender for any damages sustained by it as a result of such default, including, in
the event that such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted
amount.



 









 





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          (c) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn,
the Administrative Agent shall withdraw from the Reserve Account of each Lender the amount
remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such
Lender.



          (d) With the prior written approval of each applicable Issuing Bank (not to be unreasonably
withheld), any Lender may withdraw the amount held in its Reserve Account in respect of the undrawn
amount of any Letter of Credit. Any Lender making such a withdrawal shall be unconditionally
obligated, in the event there shall subsequently be a drawing under such Letter of Credit, to pay
over to the Administrative Agent, in the currency in which such drawing is denominated, for the
account of the applicable Issuing Bank, on demand, its CAM Percentage of such drawing or payment.



          (e) Pending the withdrawal by any Lender of any amounts from its Reserve Account as
contemplated by the above paragraphs, the Administrative Agent will, at the direction of such
Lender and subject to such rules as the Administrative Agent may prescribe for the avoidance of
inconvenience, invest such amounts in Permitted Investments. Each Lender that has not withdrawn
its amounts in its Reserve Account as provided in paragraph (d) above shall have the right, at
intervals reasonably specified by the Administrative Agent, to withdraw the earnings on investments
so made by the Administrative Agent with amounts in its Reserve Account and to retain such earnings
for its own account.



ARTICLE VIII




The Agents




          Each of the Lenders and Issuing Banks 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 or Issuing Banks as any other Lender or Issuing Bank 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 Goodyear 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 (save as expressly set
out in any Credit Document) 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



 









 





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(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 Goodyear 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 Goodyear, the European J.V. or a Lender or Issuing Bank, 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 any Credit Document, (ii) the
contents of any certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein, (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 IV or elsewhere herein
or therein, 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, 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 Goodyear or the European J.V.), 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 European J.V. Upon any such resignation,
the Majority Lenders shall have the right to appoint a successor with the European J.V.’s written
consent (which shall not be unreasonably withheld or delayed and shall not be required from the
European J.V. 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 European J.V.’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



 









 





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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 and Issuing Bank acknowledges that it has, independently and without reliance upon
the Agents or any other Lender or Issuing Bank 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 and Issuing Bank also acknowledges that it will, independently and without reliance
upon the Agents or any other Lender or Issuing Bank 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, each Lender and each Issuing Bank (a)
acknowledges that the Administrative Agent is not acting as an agent of Goodyear or any Borrower
and that neither Goodyear nor any Borrower will be responsible for acts or failures to act on the
part of the Administrative Agent and (b) exempts each Agent from the restrictions set forth in
Section 181 of the German Civil Code (Burgerliches Gesetzbuch).



          Without prejudice to the provisions of this Article VIII, each Lender and Issuing Bank hereby
irrevocably appoints and authorizes the Collateral Agent (and any successor acting as Collateral
Agent) to act as the person holding the power of attorney (in such capacity, the “fondé de
pouvoir”) of the Lenders and Issuing Banks as contemplated under Article 2692 of the Civil Code
of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, any
hypothec, and to exercise such powers and duties which are conferred upon the fondé de pouvoir
under any hypothec. Moreover, without prejudice to such appointment and authorization to act as
the person holding the power of attorney as aforesaid, each Lender and Issuing Bank hereby
irrevocably appoints and authorizes the Collateral Agent (and any successor acting as Collateral
Agent) (in such capacity, the “Custodian”) to act as agent and custodian for and on behalf
of the Lenders and the Issuing Banks to hold and to be the sole registered holder of any debenture
which may be issued under any hypothec, the whole notwithstanding Section 32 of the Act respecting
the special powers of legal persons (Quebec) or any other applicable law. In this respect, (i) the
Custodian shall keep a record indicating the names and addresses of, and the pro rata portion of
the obligations and indebtedness secured by any pledge of any such debenture and owing to each
Lender and Issuing Bank, and (ii) each Lender and Issuing Bank will be entitled to the benefits of
any charged property covered by any hypothec and will participate in the proceeds of realization of
any such charged property, the whole in accordance with the terms hereof.



 









 





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          Each of the fondé de pouvoir and the Custodian shall (a) have the sole and exclusive right and
authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all
rights and remedies given to fondé de pouvoir and the Custodian (as applicable) with respect to the
charged property under any hypothec, any debenture or pledge thereof relating to any hypothec,
applicable laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect
to the Collateral Agent mutatis mutandis, including, without limitation, all such provisions with
respect to the liability or responsibility to and indemnification by the Lenders or the Issuing
Banks, and (c) be entitled to delegate from time to time any of its powers or duties under any
hypothec, any debenture or pledge thereof relating to any hypothec, applicable laws or otherwise
and on such terms and conditions as it may determine from time to time. Any person who becomes a
Lender or an Issuing Bank shall be deemed to have consented to and confirmed: (y) the fondé de
pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the
date it becomes a Lender or Issuing Bank, all actions taken by the fondé de pouvoir in such
capacity, (z) the Custodian as the agent and custodian as aforesaid and to have ratified, as of the
date it becomes a Lender or Issuing Bank, all actions taken by the Custodian in such capacity.



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 Goodyear, to it at 1144 East Market Street, Akron, Ohio,
44316-0001, Attention of the Treasurer (Telecopy No. (330) 796-1021 or (330) 796-8836);




     (ii) if to the European J.V., to it, or if to any other Borrower to it in
care of the European J.V., in each case at Park Lane Cullinganlaan 2A, 1831 Diegem,
Belgium, Attention of Chief Financial Officer (Telecopy No. (32)-276-11873), in each case
with a copy to Goodyear as described in clause (i) above and with a copy to Goodyear
Finance Holding, avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg, Attention: European
Treasury (Telecopy No. 00352 8199 2330);




     (iii) if to the Administrative Agent, to J.P. Morgan Europe Limited, 125
London Wall, London EC2Y 5AJ, Attention of the Manager (Telecopy No. 00-44-20-7777-2360),
with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, NY 10017, Attention of
Robert Kellas (Telecopy No. (212) 270-5100);




     (iv) if to JPMCB, as Issuing Bank, to it at JPMorgan Chase Bank, N.A.,
London, Chaseside-Dorset Building, Floor 1, Bournemouth BH77DA, United



 









 





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Kingdom, Attention
of Global Trade Solutions (365/B) (Telecopy No. 44-120-2343730), with a copy to J.P. Morgan
Europe Limited, 125 London Wall, London EC2Y 5AJ, Attention of the Manager (Telecopy No.
00-44-20-7777-2360);




     (v) if to JPMCB, as Swingline Lender, to it at JPMorgan Chase Bank, N.A.,
London, 125 London Wall, London EC2Y 5AJ, Attention of European Loans (Telecopy No.
00-1-713-750-2129), with a copy to J.P. Morgan Europe Limited, 125 London Wall, London EC2Y
5AJ, Attention of the Manager (Telecopy No. 00-44-20-7777-2360);




     (vi) if to BNP, as Issuing Bank, to it at 919 Third Avenue, Third Floor,
New York, NY 10022, Attention of Trade Finance Services (Telecopy No. (212) 471-6996); and




     (vii) 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,
Goodyear, the European J.V. or any Borrower may, in its discretion, agree to accept notices and
other communications to it hereunder by electronic communications pursuant to procedures approved
by it; provided that approval of such procedures may be limited to particular notices or
communications.



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



          SECTION 9.02. Waivers; Amendments. (a) No failure or delay by any of the Agents,
any Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Agents, the
Issuing Banks 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 Goodyear, the European J.V. or any 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 or
the issuing of a Letter of Credit shall not be construed as a waiver of any Default,
regardless of whether any Agent, any Issuing Bank or any Lender may have had notice or knowledge of
such Default at the time.



 









 





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          (b) Neither this Agreement nor any other Credit Document nor any provision hereof or thereof
may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement
or agreements in writing entered into by Goodyear, the Borrowers and the Majority Lenders or, in
the case of any other Credit Document, pursuant to an agreement or agreements in writing entered
into by the Administrative Agent or the Collateral Agent and the Credit Party or Credit Parties
that are parties thereto, in each case with the consent of the Majority Lenders (except, in the
case of any Security Document, as provided in the next sentence or in the last paragraph of Section
9.14); provided that no such agreement shall (i) increase the Commitment of any Lender 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 LC Disbursement
or reduce the rate of interest thereon, or reduce any fee payable hereunder, without the prior
written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of
the principal amount of any Loan, or the required date of reimbursement of any LC Disbursement, or
date for the payment of any interest on any Loan or any 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 Credit Parties 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) release any Credit
Party from its Guarantee under the Guarantee and Collateral Agreement, or release any material
Collateral from the Liens of the Security Documents, without the written consent of Lenders having
aggregate Revolving Credit Exposures, Term Loans and unused Commitments representing at least a
66-2/3% of the sum of the total Revolving Credit Exposures, Term Loans and unused Commitments at
such time, (vi) change any provision of the Guarantee and Collateral Agreement or any other
Security Document to alter the amount or allocation of any payment to be made to the Secured
Parties without the consent of each adversely affected Lender, (vii) 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, (viii) 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 or (ix) 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; provided further,
however, that no such agreement shall amend, modify or otherwise affect the rights or
duties of any Agent or Issuing Bank or the Swingline Lender under any Credit Document, or any
provision of any Credit Document providing for payments by or to the Administrative Agent, any
Issuing Bank or the Swingline Lender (or, in the case of any Issuing Bank, any provision of Section
2.04 affecting such Issuing Bank or
any provision relating to the purchase of participations in Letters of Credit, or, in the case
of the Swingline Lender, any provision of Section 2.05 affecting the Swingline Lender or any
provision relating to the purchase of participations in Swingline Loans), in each case



 









 





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without the
prior written consent of such Agent or Issuing Bank or the Swingline Lender, as the case may be.
Notwithstanding the foregoing, so long as the rights or interests of any Lender shall not be
adversely affected in any material respect, the Guarantee and Collateral Agreement or any other
Security Document may be amended without the consent of the Majority Lenders (A) to cure any
ambiguity, omission, defect or inconsistency, or (B) to provide for the addition of any assets or
classes of assets to the Collateral. Any amendment, modification or waiver or modification of this
Agreement that by its terms affects the rights or duties under this Agreement of the ABT Lenders
(but not the GDTG Lenders or Term Lenders), the GDTG Lenders (but not the ABT Lenders or the Term
Lenders) or the Term Lenders (but not the ABT Lenders or the GDTG Lenders) may be effected by an
agreement or agreements in writing entered into by Goodyear, the Borrowers 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 the time.
Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in
writing entered into by Goodyear, the Borrowers, the Administrative Agent (and, if their rights or
obligations are affected thereby or if their consent would be required under the preceding
provisions of this paragraph, the Issuing Banks and the Swingline Lender) and the Lenders that will
remain parties hereto after giving effect to such amendment if (1) by the terms of such agreement
the Commitments of each Lender not consenting to the amendment provided for therein shall terminate
upon the effectiveness of such amendment and (2) in connection with the effectiveness of such
amendment, each Lender not consenting thereto shall receive payment in full of the principal of and
interest accrued on each Loan made by it and all other amounts owing to it or accrued for its
account under this Agreement (it being understood that such non-consenting Lenders shall cease to
be Lenders upon the termination of any such Commitments and the making of such payment in full).




          (c) Notwithstanding anything in paragraph (b) of this Section to the contrary, this Agreement
and the other Credit Documents may be amended on one occasion to establish one or more new Classes
of Term Loans and/or Revolving Commitments by converting the currency in which existing Term Loans
or existing Revolving Commitments are denominated from Euros to like amounts of US Dollars (based
on exchange rates prevailing at or about the date of such conversion, as determined based on a
reference page to be agreed upon), by an agreement in writing entered into by each applicable
Borrower, the Administrative Agent, the Collateral Agent and each Lender that shall agree to such
conversion of all or part of its Revolving Commitment or Term Loans and treating such converted
Term Loans and/or Revolving Commitments, as applicable, as one or more new Classes. Any such
agreement shall amend the provisions of this Agreement and the other Credit Documents to set forth
the terms of each Class of Term Loans or Revolving Commitments established thereby and to effect
such other changes (including changes to the provisions of this Section, Section 2.18 and the
definition of “Majority Lenders”) as the Borrowers and the Administrative Agent shall deem
necessary or advisable in connection with the establishment of any
such Class; provided that no such agreement shall (i) effect any change described in
any of clauses (i), (ii), (iv), (v), (vi) or (viii) of paragraph (b) of this Section without the
onsent of each Person required to consent to such change under such clause (it being



 









 


 
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agreed,
however, that any conversion of the currency in which Revolving Commitments or Term Loans are
denominated or the establishment of any new Class of Revolving Commitments or Term Loans in
connection therewith and the amendments in connection therewith that are referred to in this
paragraph will not, of themselves, be deemed to effect any of the changes described in clauses (i)
through (vii) of such paragraph (b)), (ii) amend Article V, VI or VII to establish any affirmative
or negative covenant, Event of Default or remedy that by its terms benefits one or more Classes,
but not all Classes, of Loans or Borrowings without the prior written consent of Lenders holding a
majority in interest of the Loans and Commitments of each Class not so benefited or (iii) change
any other provision of this Agreement or any other Credit Document that creates rights in favor of
Lenders holding Loans or Commitments of any existing Class, other than as necessary or advisable in
the judgment of the Administrative Agent to cause such provision to take into account, or to make
the benefits of such provision available to, Lenders holding Term Loans of such new Class or such
new Class of Revolving Commitments. The Loans, Commitments and Borrowings of any Class established
pursuant to this paragraph shall constitute Loans, Commitments and Borrowings under, and shall be
entitled to all the benefits afforded by, this Agreement 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 supporting
the respective Classes of Loans of the applicable Borrower or Borrowers, as the case may be, and
the European J.V. and the Borrowers shall cause the Grantors to take all such actions as shall be
required to ensure that they do so benefit. At any time the Borrowers wish to establish a new
Class of Term Loans or Revolving Commitments pursuant to this paragraph, the Borrowers shall offer
each Lender the opportunity to convert its Term Loans or Revolving Commitments, as applicable. If
a greater amount is tendered for conversion than the Borrowers wish to convert, the Term Loans or
Revolving Commitments, as applicable, of each tendering Lender shall be accepted for conversion on
a pro rata basis based on the percentage of all the Term Loans or Revolving Commitments, as
applicable, tendered by all Lenders represented by the amount tendered by such Lender.




          SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The European J.V. 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
LLP, counsel for the Agents and the Arrangers, and Allen & Overy and other local and foreign
counsel for the Agents and the 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), (ii)
all reasonable out-of-pocket expenses incurred by each Issuing Bank in connection with the
issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all reasonable
out-of-pocket expenses incurred by the Agents, any Issuing Bank or any Lender, including the fees,
charges and disbursements of any counsel for the Agents, any Issuing Bank or any



 









 





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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 or Letters of Credit
issued hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or similar negotiations in respect of such Loans or Letter of Credit. The European
J.V. shall pay all out-of-pocket expenses incurred by the Collateral Agent in connection with the
creation and perfection of the security interests contemplated by this Agreement, including all
filing, recording and similar fees and, as more specifically set forth above, the reasonable fees
and disbursements of counsel (including local counsel in each relevant jurisdiction).




          (b) The European J.V. shall indemnify the Administrative Agent, the Arrangers, each Issuing
Bank 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 syndication and arrangement of
the credit facilities provided for herein, the performance by the parties hereto of their
respective obligations or the exercise by the parties hereto of their rights hereunder or
thereunder or the consummation of the Transactions or any other transactions contemplated hereby or
thereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereof (including any
refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any
property currently or formerly owned or operated by the European J.V. or any of its Subsidiaries,
or any Environmental Liability related in any way to the European J.V. or any of its Subsidiaries,
or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, liabilities or related expenses shall have
resulted from the gross negligence or wilful misconduct of such Indemnitee or the breach by such
Indemnitee of obligations set forth herein or in any other Credit Document.



          (c) To the extent that the European J.V. fails to pay any amount required to be paid by it to
any Agent, any Arranger, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of
this Section, each Lender severally agrees to pay to such Agent, Arranger, Issuing Bank or
Swingline Lender, as the case may be, such Lender’s percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought based on the outstanding Loans and
LC Exposures and unused Commitments of such Lender and the other Lenders (or, if the Commitments of
any Class shall have terminated or the Term Loans of any Class shall have been repaid in
full and there shall be no outstanding Loans or LC Exposures of such Class, based on the Loans
and LC Exposures and unused Commitments of such Class most recently in effect)) of such unpaid
amount; provided that the unreimbursed expense or indemnified



 









 





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loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted against such Agent,
Arranger, Issuing Bank or Swingline Lender, as the case may be 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 (including any Affiliate of an Issuing Bank that issues any
Letter of Credit), except that (i) no Borrower may 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 any 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 (including any Affiliate of any Issuing Bank that issues any Letter of
Credit), 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, the
Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.



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




     (A) the European J.V.; provided that no consent of the European
J.V. shall be required for an assignment to a Lender, an Affiliate of a Lender, 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 European J.V. shall be required
for an assignment by any Revolving Lender to any Person (other than a Revolving Lender or a
Federal Reserve Bank);




     (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; provided
further that the consent of the Administrative Agent shall be required for an
assignment by any Revolving Lender to any Person (other than a Revolving Lender or a
Federal Reserve Bank); and




     (C) in the case of any assignment of an ABT Commitment or any interests in
a Letter of Credit or LC Disbursement, the Swingline Lender and each Issuing Bank;
provided that no consent of the Swingline Lender or any Issuing Bank shall be
required for an assignment to an assignee that is a Federal Reserve Bank.




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



 









 






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     (A) except in the case of an assignment to a Lender or an Affiliate of a
Lender, the amount of the Commitment or Term Loans 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 or Term
Loans in the applicable Class unless each of the European J.V. and the Administrative Agent
shall otherwise consent, provided (i) that no such consent of the European J.V.
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 €2,000; 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
(including those specified under Section 9.15), 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 2.15, 2.16, 2.17 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 and each other
applicable Security Document.



 









 





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          (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 and LC
Disbursements 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 Borrowers, the
Administrative Agent, the Issuing Banks 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 any Borrower, any Issuing Bank 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
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;
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



 









 





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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.




          (vii) Upon any assignment pursuant to this Section 9.04(b), the European J.V. (or
the Administrative Agent, at the expense of the European J.V.) shall promptly notify each
Subsidiary Guarantor organized under the laws of the Republic of France of such assignment by
bailiff (hussier) in accordance with Article 1690 of the French Civil Code. If such assignment is
made without the European J.V.’s consent, the Administrative Agent shall provide prompt written
notice of such assignment to the European J.V.



          (viii) For the purposes of Article 1278 et seq. of the French Civil Code, each
party hereto agrees that upon any novation under this Section 9.04(b), the security interests
created and Guarantees made pursuant to the Security Documents shall be preserved for the benefit
of the assignee and the other Secured Parties.



          (ix) For the purposes of Italian law only, any assignment made under an Assignment
and Assumption shall be deemed to constitute a cessione del contratto. Furthermore, the
European J.V. hereby expressly consents to any assignment pursuant to this Section 9.04(b) by any
Revolving Lender to any other Revolving Lender.



          (c) (i) Any Lender may, without the consent of Goodyear, the European J.V., any other
Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender, 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 Borrowers, the Administrative
Agent, each Issuing Bank, the Swingline Lender 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, each Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.15, 2.16 and 2.17 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 2.18(d) as though it were a
Lender.



 









 





 107



          (ii) A Participant shall not be entitled to receive any greater payment under
Section 2.15 or 2.17 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 European J.V.’s prior written consent, which consent shall
specifically refer to this exception.



          (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 Goodyear, the European J.V. and each other 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, the making of any Loans and the issuance of any Letter of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding that any Agent, any
Issuing Bank 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 or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The provisions of
Sections 2.15, 2.16, 2.17 and 9.03 and Article IX 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 Letters of Credit or the Commitments or the termination of
this Agreement or any provision hereof.



          SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement, the other
Credit Documents, the Issuing Bank Agreements and any separate letter agreements with respect to
fees payable to the Administrative Agent or the Arrangers 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. Except as provided in
Section 4.01, the amendment and restatement of this Agreement contemplated by the Amendment and
Restatement Agreement shall become effective as provided in the Amendment and Restatement
Agreement, and thereafter shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. The Amendment and
Restatement 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. Each financial institution that shall be party to an
Issuing Bank Agreement executed by the European J.V. and the Administrative Agent shall be a party
to and an Issuing Bank under this Agreement, and



 









 





 108



shall have all the rights and duties of an Issuing
Bank hereunder and under its Issuing Bank Agreement. Each Lender hereby authorizes the
Administrative Agent to enter into Issuing Bank Agreements.




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



          SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be
continuing and the Loans shall have become due and payable pursuant to Article VII, each Lender,
each Issuing Bank and each Affiliate of any of the foregoing 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, Issuing Bank or Affiliate to or for the credit or the
account of any Borrower against any of and all the obligations of such Borrower now or hereafter
existing under this Agreement held by such Lender or such Issuing Bank, irrespective of whether or
not such Lender or such Issuing Bank shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each of the Lenders and the Issuing Banks under
this Section are in addition to other rights and remedies (including other rights of setoff) which
such Person 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) Goodyear, the European J.V. and each other Borrower 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.



 









 





 109



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



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



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



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



          SECTION 9.12. Confidentiality. Each of the Agents, the Issuing Banks 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 Goodyear or any Borrower and its obligations, (g) with



 









 





 110



the
written consent of Goodyear 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, any
Issuing Bank or any Lender on a nonconfidential basis from a source other than Goodyear. For the
purposes of this Section, “Information” means all information received from Goodyear or
Persons acting on its behalf relating to Goodyear or its business, other than any such information
that is available to any Agent, any Issuing Bank or any Lender prior to disclosure by Goodyear on a
nonconfidential basis from a source other than Goodyear that is not known by the recipient to be
bound by a confidentiality agreement or other obligation of confidentiality with respect to such
information.




          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. (a) Each Secured Party 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, without limitation, (i) the provisions of
Section 5.03 of the Guarantee and Collateral Agreement (governing the distribution of proceeds
realized from the exercise of remedies under the Security Documents), (ii) the provisions of
Article VI of the Guarantee and Collateral Agreement (governing the manner in which the amounts of
the Obligations (as defined in the Guarantee and Collateral Agreement) are to be determined at any
time), (iii) the provisions of Articles VIII and IX 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), and (iv)
the provisions of Section 11.13 of the Guarantee and Collateral Agreement (providing for releases
of Guarantees of and Collateral securing the Obligations). Each party hereto
further agrees that the parties to the other Security Documents shall perform their
obligations thereunder in accordance with the foregoing provisions of the Guarantee and Collateral
Agreement.



 









 





 111



          (b) In addition, each Lender and Issuing Bank hereby consents to, and directs the
Administrative Agent and the Collateral Agent on its behalf to enter into, any amendment of the
Credit Documents that provides for the Collateral to secure, with a priority not greater than that
of the Liens securing the Obligations, Swap Agreements entered into with any Lender or with any
lender under any Credit Facilities Agreement and any refinancings thereof and for Guarantees by the
Guarantors of such Swap Agreements, provided that the applicable approvals for such
amendments have been obtained under each applicable Credit Facilities Agreement (other than this
Agreement) and the documentation governing any such refinancing.



          SECTION 9.15. Collateral Agent as Joint and Several Creditor. (a) Each Secured
Party and each Credit Party agrees that the Collateral Agent shall be the joint and several
creditor (together with the relevant other Secured Parties) of each and every payment obligation of
each Credit Party towards each of the Secured Parties under the Credit Documents or, to the extent
included in the Obligations, under any Swap Agreement or arising out of or in connection with cash
management or other similar services provided by any Secured Party and that accordingly the
Collateral Agent will have its own independent rights to demand from each Credit Party in
satisfaction of those obligations and shall hold any security interest created pursuant to any
Security Document to secure those obligations in its own name, and not solely as agent or mandatory
(lasthebber) for the Secured Parties, with full and unrestricted entitlement to and authority in
respect of such security interest; provided that it is expressly acknowledged that any
discharge of any payment obligation to either of the Collateral Agent or the relevant Secured
Parties shall to the same extent discharge the corresponding obligation owing to the other.



          (b) Without limiting or affecting the Collateral Agent’s rights against each Credit Party
(whether under this Section 9.15 or on any other provisions of the Credit Documents), the
Collateral Agent agrees with each Secured Party that it will not exercise its right as joint and
several creditor with such Secured Party except with the prior written consent of such Secured
Party; provided, however, that for the avoidance of doubt, nothing in this sentence
in any way limits the Collateral Agent’s rights to act in the protection or preservation of rights
under or to enforce any Security Document as contemplated by this Agreement and the relevant
Security Documents. Any amounts recovered by the Collateral Agent as a result of the operation of
this Section 9.15 shall be held for the benefit of the applicable Secured Party or Secured Parties
to be applied in accordance with the provisions hereof and of the Security Documents.



          SECTION 9.16. Conversion of Currencies. (a) If, for the purpose of obtaining
judgment in any court, it is necessary to convert a sum owing hereunder in one currency into
another currency, each party hereto agrees, to the fullest extent that it may effectively do so,
that the rate of exchange used shall be that at which in accordance with normal banking procedures
in the relevant jurisdiction the first currency could be
purchased with such other currency on the Business Day immediately preceding the day on which
final judgment is given.



 









 





 112


          (b) The obligations of Goodyear or any Borrower in respect of any sum due to any party hereto
or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall,
notwithstanding any judgment in a currency (the “Judgment Currency”) other than the
currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be
discharged only to the extent that, on the Business Day following receipt by the Applicable
Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement
Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less
than the sum originally due to the Applicable Creditor in the Agreement Currency, each of Goodyear
and each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Applicable Creditor against such loss. The obligations of Goodyear and the Borrowers
contained in this Section 9.15 shall survive the termination of this Agreement and the payment of
all other amounts owing hereunder.



          SECTION 9.17. Dutch Banking Act. (a) On the date of this Agreement (i) if the
European J.V. is a credit institution (kredietinstelling) under the Dutch Banking Act, it
is in compliance with the applicable provisions of the Dutch Banking Act and any implementing
regulations including, but not limited to, the Dutch Exemption Regulation; and (ii) each Person
which is a Lender under this Agreement is either (A) a Professional Market Party under the Dutch
Exemption Regulation or (B) exempted from the requirement to be a Professional Market Party because
it forms part of a closed circle (besloten kring) with the European J.V.



          (b) At the time of each assignment under Section 9.04, if at the time thereof it is a
requirement of Dutch law, the assignee shall be a Professional Market Party. If on the date of an
assignment, it is a requirement of Dutch law that a assignee must be a Professional Market Party,
the European J.V. must make the representation that it has verified the status of each person which
is a Lender under this Agreement either as (i) a Professional Market Party under the Dutch
Exemption Regulation; or (ii) exempted from the requirement to be a Professional Market Party
because it forms part of a closed circle (besloten kring) with the European J.V. On the
date that an assignee becomes party to this Agreement as a Lender that Lender hereby represents and
warrants that on that date it is either (A) a Professional Market Party under the Dutch Exemption
Regulation; or (B) exempted from the requirement to be a Professional Market Party because it forms
part of a closed circle (besloten kring) with the European J.V., as evidenced by a
verification letter delivered to the European J.V. in substantially the form attached hereto as
Exhibit J



          (c) For purposes of this Section 9.17:




     (i) “Professional Market Party” means a professional market party
(professionele marktpartij) under the Dutch Exemption Regulation which includes
only (a) banks, insurance companies, securities firms, investment institutions and
pension funds that are (i) supervised or licensed under Dutch law or (ii) established
and acting under supervision in a European Union member state (other than the Netherlands),
Hungary, Monaco, Poland, Puerto Rico, Saudi



 









 






 113



Arabia, Slovakia, Czech Republic, Turkey, South
Korea, the United States of America, Japan, Australia, Canada, Mexico, New Zealand or
Switzerland; (b) investment institutions which offer their participation rights exclusively
to professional market parties and are not required to be supervised or licensed under
Dutch law; (c) the State of the Netherlands, the Dutch Central Bank, a foreign central
government body, a foreign central bank, Dutch regional and local governments and
comparable foreign de-centralised government bodies, international treaty organisations and
supranational organisations; (d) enterprises or entities with total assets of at least
€500,000,000 (or the equivalent thereof in another currency) as per the balance sheet as of
the year end preceding the obtaining of the repayable funds; (e) enterprises, entities or
individuals with net assets (eigen vermogen) of at least €10,000,000 (or the
equivalent thereof in another currency) as of the year end preceding the obtaining of the
repayable funds who or which have been active in the financial markets on average twice a
month over a period of at least two consecutive years preceding the obtaining of the
repayable funds; (f) subsidiaries of the entities referred to under (a) above
provided such subsidiaries are subject to supervision; and (g) an enterprise or
institution that has a rating from a rating agency that in the opinion of the Dutch Central
Bank is an expert or that issues securities that have a rating from a rating agency that in
the opinion of the Dutch Central Bank is an expert.




     (ii) “Dutch Banking Act” means the Dutch Act on the Supervision of
the Credit System 1992 (Wet Toezicht Kredietwezen 1992), as amended from time to
time.




     (iii) “Dutch Exemption Regulation” means the Exemption Regulation
of the Minister of Finance of June 26, 2002 (Vrijstellingsregeling WtK 1992), as
amended from time to time.



          SECTION 9.18. Power of Attorney. Each Lender, the Administrative Agent and each
Issuing Bank hereby (and each Affiliate of a Lender by entering into an Affiliate Authorization
thereby) (i) authorizes the Collateral Agent as its agent and attorney to execute and deliver, on
behalf of and in the name of such Lender, the Administrative Agent or Issuing Bank (or Affiliate),
all and any Credit Documents (including without limitation Security Documents) and related
documentation, (ii) authorizes the Collateral Agent to appoint any further agents or attorneys to
execute and deliver, or otherwise to act, on behalf of and in the name of the Collateral Agent for
any such purpose, (iii) authorizes the Collateral Agent to do any and all acts and to make and
receive all declarations which are deemed necessary or appropriate to the Collateral Agent. The
Lenders and the Issuing Banks hereby (and each Affiliate of a Lender by entering into an Affiliate
Authorization thereby) relieve the Collateral Agent from the self-dealing restrictions imposed by
Section 181 of the German Civil Code and the Collateral Agent may also relieve agents and attorneys
appointed pursuant to the powers granted under this Section 9.18 from the restrictions imposed by
Section 181 of the
German Civil Code. For the purposes of Italian law, each Lender and each Issuing Bank (and
each Affiliate of a Lender by entering into an Affiliate Authorization thereby) expressly
authorizes the Collateral Agent (and any agents and attorneys appointed under




 









 






114



this Section 9.18) to act under a conflict of interest and self-dealing (including, but not
limited to, a situation in which the Collateral Agent acts simultaneously in the name and/or on
behalf (a) of any Secured Party, on the one hand, and (b) of any Credit Party, on the other hand)
solely in relation to this Agreement, the Guarantee and Collateral Agreement and the other Security
Documents. Any attorney appointed by the Collateral Agent pursuant to this Section 9.18 may grant
sub-power to a sub-attorney in the same scope.




          SECTION 9.19. USA Patriot Act Notice. Each Lender and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies each Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information that identifies
each Borrower, which information includes the name and address of such Borrower and other
information that will allow such Lender or the Administrative Agent, as applicable, to identify
such Borrower in accordance with the Act.




 









 








115




          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	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:	 	 
	

	 	 	 	 	 	Title:	 	 






	 	 	 	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TIRES EUROPE B.V.,
	 
	 	 	 	 	 	 	 	 
	

	 	by	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:	 	 
	

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	by	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:	 	 
	

	 	 	 	 	 	Title:	 	 






	 	 	 	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TIRES GERMANY GMBH
	 
	 	 	 	 	 	 	 	 
	

	 	by	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:	 	 
	

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	by	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:	 	 
	

	 	 	 	 	 	Title:	 	 






 









 






116




	 	 	 	 	 	 	 	 	 
	 	 	GOODYEAR GMBH & CO. KG,
	 
	 	 	 	 	 	 	 	 
	

	 	by	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:	 	 
	

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	by	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:	 	 
	

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DUNLOP GMBH & CO. KG,
	 
	 	 	 	 	 	 	 	 
	

	 	by	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:	 	 
	

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	by	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:	 	 
	

	 	 	 	 	 	Title:	 	 






	 	 	 	 	 	 	 	 	 
	 	 	GOODYEAR LUXEMBOURG TIRES S.A.,
	 
	 	 	 	 	 	 	 	 
	

	 	by	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	executed in the form of a
notarial deed	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	J.P. MORGAN EUROPE LIMITED, as
Administrative Agent,	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	by	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:	 	 
	

	 	 	 	 	 	Title:	 	 






 









 






117




	 	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK,
N.A., individually
and as
collateral agent, Issuing
Bank and
 Swingline
Lender,
	 
	 	 	 	 	 	 	 	 
	

	 	by	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:	 	 
	

	 	 	 	 	 	Title:	 	 






 









 







     AMENDMENT AND RESTATEMENT AGREEMENT dated as of April 8, 2005 (this
“Amendment Agreement”), in respect of (a) the TERM LOAN AND
REVOLVING CREDIT AGREEMENT (the “Credit Agreement”) dated as of
March 31, 2003, as amended by the First Amendment dated as of February 19,
2004, the Second Amendment dated as of April 16, 2004, the Third Amendment
dated as of April 16, 2004, and the Fourth Amendment dated as of May 27,
2004, among THE GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR DUNLOP TIRES
EUROPE B.V., GOODYEAR DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH & CO KG,
DUNLOP GMBH & CO KG, GOODYEAR LUXEMBOURG TIRES S.A., the Lenders parties
thereto and JPMORGAN CHASE BANK, N.A., as administrative agent and
collateral agent and (b) the MASTER GUARANTEE AND COLLATERAL AGREEMENT
(the “Master Guarantee and Collateral Agreement”) dated as of
March 31, 2003, as Amended and Restated as of February 20, 2004, among THE
GOODYEAR TIRE & RUBBER COMPANY, the Subsidiaries of THE GOODYEAR TIRE &
RUBBER COMPANY, identified therein and JPMORGAN CHASE BANK, N.A. as
collateral agent.



          Goodyear and the Borrowers have requested that each of the Credit Agreement and the Master
Guarantee and Collateral Agreement be amended and restated as set forth in Section 4 below and the
parties hereto are willing so to amend the Credit Agreement and the Master Guarantee and Collateral
Agreement.




          In consideration of the premises and the agreements, provisions and covenants herein
contained, the parties hereto hereby agree, on the terms and subject to the conditions set forth
herein, as follows:



SECTION 1. Defined Terms. (a) As used in this Amendment Agreement, the following terms have
the meanings specified below:







          “Assigned Interest” shall have the meaning assigned to such term in Section 4(a)(ii).




          “Daylight Commitment” shall mean, (i) for each Daylight GDTG Lender party hereto on
the Effective Date, the obligation of such Lender to make loans (“Daylight GDTG Loans”) on
the Effective Date in an amount equal to the amount set forth opposite the name of such Daylight
GDTG Lender on Schedule 1(a) to this Amendment Agreement under the caption “Daylight GDTG Loans”
and (ii) for each Daylight Term Loan Lender party hereto on the Effective Date, the obligation of
such Daylight Term Loan Lender to make loans (“Daylight Term Loans”) on the Effective Date
in an amount equal to the amount set opposite the name of such Daylight Term Loan Lender on
Schedule 1(b) to this Amendment Agreement under the caption “Daylight Term Loans”.




 









 








 2




          “Daylight GDTG Lender” shall mean a lender that will become on the Effective Date a
GDTG Lender under the Restated Credit Agreement.




          “Daylight Term Loan Lender” shall mean a lender that will become on the Effective Date
a Term Lender under the Restated Credit Agreement.




          “Effective Date” shall have the meaning assigned to such term in Section 2.




          “Existing Administrative Agent” shall mean JPMCB, as administrative agent under the
Pre-Restatement Credit Agreement.




          “JPMCB” shall mean JPMorgan Chase Bank, N.A.




          “JPMEL” means J.P. Morgan Europe Limited.




          “New Administrative Agent” shall mean JPMEL, as administrative agent under the
Restated Credit Agreement.




          “Pre-Restatement Credit Agreement” shall mean the Credit Agreement immediately before
its amendment or restatement in accordance with Section 4(a)(i)(A).




          “Restated Credit Agreement” shall mean the Credit Agreement, as amended and restated
in accordance with Section 4(a)(i)(A).




          “Restated MGCA” shall mean the Master Guarantee and Collateral Agreement, as amended
and restated in accordance with Section 4(a)(i)(B).




          (b) On the Effective Date, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”,
“hereto”, “hereof” and words of similar import, as used (i) in the Restated Credit Agreement,
shall, unless the context otherwise requires, refer to the Credit Agreement as amended and restated
in the form of the Restated Credit Agreement, and the term “Credit Agreement”, as used in the
Credit Documents, shall mean the Restated Credit Agreement and (ii) in the Restated MGCA, shall,
unless the context otherwise requires, refer to the Master Guarantee and Collateral Agreement as
amended and restated in the form of the Restated MGCA, and the terms “Master Guarantee and
Collateral Agreement” or “Guarantee and Collateral Agreement”, as used in the Credit Documents,
shall mean the Restated MGCA. Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Restated Credit Agreement or, if not defined therein, the
Pre-Restatement Credit Agreement.



SECTION 2. Conditions to Effectiveness. The transactions provided for in Section 3 and 4
hereof and the obligations of the Lenders to make Loans and issue Letters of Credit under the
Restated Credit Agreement shall become effective on the date (the “Effective Date”) on which all
the conditions specified in Section 4.01 of the Restated Credit Agreement are satisfied (or waived
in accordance with Section 9.02 of the Restated Credit Agreement).




 









 








 3



SECTION 3. Daylight Financing. (a) On the Effective Date, immediately preceding the
effectiveness of the amendment and restatement provided for in Section 4, each of the parties
hereto irrevocably agrees that each of the following shall occur without any additional conditions
or actions of any party hereto:





     (i) (A) Each Daylight GDTG Lender shall extend credit to GDTG and GDTG shall
borrow and (B) each Daylight Term Loan Lender shall extend credit to Goodyear KG
and Dunlop KG, and Goodyear KG and Dunlop KG shall borrow, in each case, one or
more Daylight GDTG Loans or Daylight Term Loans, as applicable, denominated in Euro
in aggregate principal amounts equal to such Lender’s Daylight Commitments. The
proceeds of such Daylight GDTG Loans and Daylight Term Loans shall be payable to
JPMCB, which shall convert such proceeds into US Dollars at prevailing Exchange
Rates (pursuant to arrangements agreed with Goodyear and the European J.V.) and
then pay such proceeds to the accounts set forth on Schedule 1(a) and Schedule
1(b), respectively. Each of GDTG, Goodyear KG and Dunlop KG irrevocably directs
the Existing Administrative Agent to deliver all the proceeds of the borrowings
under the foregoing clauses (A) and (B) to JPMCB, and hereby irrevocably directs
JPMCB to apply such proceeds to prepay in full all the outstanding principal of any
Term Loans (as defined in the Pre-Restatement Credit Agreement) that remain
outstanding at such time, together with all accrued interest thereon and any
accrued commitment fees with respect to the Revolving Commitments (as defined in
the Pre-Restatement Credit Agreement).




     (ii) Immediately following the transactions provided for in paragraph (i)
above, all Revolving Lenders under the Pre-Restatement Credit Agreement shall
transfer their Revolving Commitments (as such term is defined in the
Pre-Restatement Credit Agreement) to JPMCB (which shall assume such commitments)
pursuant to the Master Assignment and Assumption to be executed in the form
attached hereto as Exhibit A.




     (iii) Immediately following the transactions provided for in paragraphs (i)
and (ii) above, JPMCB, as Majority Lender, irrevocably authorizes the Collateral
Agent to release the Collateral set forth in Schedule 2.




     (a) The Credit Parties hereby covenant and agree that no Revolving Loans shall be
outstanding under the Pre-Restatement Credit Agreement at any time on the Effective Date.


SECTION 4. Amendment and Restatement; Borrowings on Effective Date. (a) Each of the
parties hereto irrevocably agrees that each of the following shall occur on the Effective Date,
immediately after the effectiveness of the transactions described in Section 3, without the
satisfaction of any additional conditions or any further actions of




 









 








 4



any party hereto; provided that for the purposes of Section 4(a)(i)(A), only the parties to the
Credit Agreement (including the Term Lenders) shall agree to such amendment and restatement and,
for the purposes of Section 4(a)(i)(B) only the Collateral Agent and each Credit Party shall agree
to such amendment and restatement:





     (i) (A) The Credit Agreement (including the Schedules and Exhibits thereto)
shall be amended and restated to read as set forth in Exhibit B attached hereto
(including the Schedules and Exhibits attached to such Exhibit B) and (B) the
Master Guarantee and Collateral Agreement (including the Schedules and Exhibits
thereto) shall be amended and restated to read as set forth in Exhibit C attached
hereto (including the Schedules and Exhibits attached to such Exhibit C), and the
New Administrative Agent is hereby directed to enter into such Credit Documents and
to take such other actions as may be required to give effect to the transactions
contemplated hereby.




     (ii) On the Effective Date and immediately following the effectiveness of the
Restated Credit Agreement, JPMCB shall sell and assign, without recourse and
without any further action required on the part of any party, to each lender set
forth in Schedule 3 hereto (each, an “Assignee”), and each Assignee shall purchase
and assume, without recourse and without any further action required on its part,
from JPMCB effective as of the Effective Date, the amounts of JPMCB’s ABT
Commitment set forth in Schedule 3 and all related rights, interests and
obligations under the Restated Credit Agreement, the Restated MGCA (including,
without limitation, the rights, interests and obligations under Section 9.15 of the
Restated Credit Agreement and Section 11.16 of the Restated MGCA) and any other
documents or instruments delivered pursuant thereto (the rights and obligations
sold and assigned pursuant hereto being referred to herein collectively as the
“Assigned Interest”). Each Assignee hereby acknowledges receipt of a copy of the
Restated Credit Agreement. From and after the Effective Date (A) each Assignee
shall be a party to and be bound by the provisions of the Restated Credit Agreement
and, to the extent of the interests assigned by this paragraph (a)(ii), have the
rights and obligations of an ABT Lender thereunder and (B) JPMCB shall, to the
extent of the interests assigned by this Section, relinquish its rights and be
released from its obligations under the Restated Credit Agreement. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Amendment Agreement as if
set forth herein in full. The Credit Parties consent to each assignment pursuant
to this paragraph (iii). The parties agree that (A) no recordation fee shall be
payable with respect to the foregoing assignments and (B) this Amendment Agreement
shall be an approved form of Assignment and Acceptance for purposes of the Restated
Credit Agreement.



 









 





 5





     (iii) Notwithstanding any provision of this Amendment Agreement, the
provisions of Sections 2.12, 2.13, 2.14 and 9.03 of the Pre-Restatement Credit
Agreement, as in effect immediately prior to the Effective Date, will continue to
be effective as to all matters arising out of or in any way related to facts or
events existing or occurring prior to the Effective Date for the benefit of the
Lenders, including each Lender under the Pre-Restatement Credit Agreement that will
not be a Lender under the Restated Credit Agreement.




     (iv) Immediately following the transactions provided for in paragraph (ii)
above, (A) each GDTG Lender shall extend credit to GDTG and GDTG shall borrow, one
or more GDTG Loans denominated in Euro in an aggregate principal amount equal to
the aggregate principal amount of Daylight GDTG Loans provided to GDTG by such GDTG
Lender in its capacity as a Daylight GDTG Lender and (B) each Term Lender shall
extend credit to each of Goodyear KG and Dunlop KG and each of Goodyear KG and
Dunlop KG shall borrow, one or more Term Loans denominated in Euro in an aggregate
principal amount equal to the aggregate principal amount of Daylight Term Loans
provided to each of Goodyear KG and Dunlop KG by such Term Lender in its capacity
as a Daylight Term Loan Lender. Such Revolving Loans and such Term Loans shall
have the initial Interest Periods and be of the Types set forth in Schedule 4.
Each of GDTG, Goodyear KG and Dunlop KG irrevocably directs that the borrowings set
forth in paragraphs (a)(iv)(A) and (B) be applied directly to prepay in full (and
be netted against) Daylight GDTG Loans and Daylight Term Loans, as applicable,
extended to it.


SECTION 5. Continuing Security. On the Effective Date, each Borrower, Grantor and
Guarantor (a) confirms its acceptance of the Credit Documents to which it is a party (as each such
Credit Document is amended and restated by this Amendment Agreement), (b) agrees that it is bound
by the terms of the Credit Documents to which it is a party (as each such Credit Document is
amended and restated by this Amendment Agreement), (c) confirms that its obligations under the
Master Guarantee and Collateral Agreement remain in full force and effect and (d) confirms that the
security created under the Security Documents (i) continues in full force and effect on the terms
of the respective Security Documents and (ii) extends to the obligations of the Borrowers under the
Restated Credit Agreement (subject to any limitation set out in the Security Documents) and that
the obligations of the Borrowers arising under the Restated Credit Agreement are included as
Obligations under the Master Guarantee and Collateral Agreement and as “secured obligations”
(however defined) in the Security Documents (subject to any limitations set forth in such Security
Documents). Each party hereto confirms that the intention of the parties is that each of the
Credit Agreement and the Master Guarantee and Collateral Agreement shall not terminate on the
Effective Date and shall continue in full force and effect as amended and restated hereby.





 









 








 6



SECTION 6. Applicable Law. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



SECTION 7. Counterparts. This Amendment Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when taken together shall
constitute but one contract. Delivery of an executed counterpart of a signature page of this
Amendment Agreement by telecopy shall be effective as delivery of a manually executed counterpart
of this Amendment Agreement. This Amendment Agreement shall constitute a “Credit Document” for all
purposes of the Restated Credit Agreement and the other Credit Documents.



SECTION 8. Expenses. Goodyear and each Borrower agrees to reimburse the Existing
Administrative Agent and the New Administrative Agent for all reasonable out-of-pocket expenses
incurred by it in connection with this Amendment Agreement, including the reasonable fees, charges
and disbursements of Cravath, Swaine & Moore LLP, Allen & Overy LLP and other counsel for the
Existing Administrative Agent and the New Administrative Agent.



SECTION 9. Headings. The headings of this Amendment Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.





 









 








 7




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




          PARTIES TO THE CREDIT AGREEMENT AND MASTER GUARANTEE AND COLLATERAL AGREEMENT




	 	 	 	 	 	 	 	 	 
	 	 	THE GOODYEAR TIRE & RUBBER COMPANY,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Darren R. Wells	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Darren R. Wells	 	 
	

	 	 	 	 	 	Title: Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TIRES EUROPE BV,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ R.M. Archer	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: R.M. Archer	 	 
	

	 	 	 	 	 	Title: Vice President Finance	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ D. Golsong	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: D. Golsong	 	 
	

	 	 	 	 	 	Title: Chief Legal Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TIRES GERMANY GMBH,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ T. Koerner	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: T. Koerner	 	 
	

	 	 	 	 	 	Title: Proxyholder	 	 






 









 






 8




	 	 	 	 	 	 	 	 	 
	 	 	GOODYEAR GMBH & CO. KG,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ T. Koerner	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: T. Koerner	 	 
	

	 	 	 	 	 	Title: Proxyholder	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DUNLOP GMBH & CO. KG,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by
	 	     /s/ T. Koerner	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: T. Koerner	 	 
	

	 	 	 	 	 	Title: Proxyholder	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR LUXEMBOURG TIRES S.A.,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     executed in the form of a notarial deed	 	 
	

	 	 	 	 	 	 	 	 






 









 






 9




	 	 	 	 	 	 	 	 	 
	 	 	J.P. MORGAN EUROPE LIMITED, as
Administrative Agent under the
Restated Credit Agreement,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Nigel Marlow	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Nigel Marlow	 	 
	

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., individually, as Collateral
Agent, Issuing Bank and Swingline Lender and as
Administrative Agent under the Pre-Restatement Credit
Agreement,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     executed in the form of a notarial deed	 	 
	

	 	 	 	 	 	 	 	 






 









 






10




PARTIES TO THE MASTER GUARANTEE AND COLLATERAL

AGREEMENT (AND NOT PARTY TO THE CREDIT AGREEMENT)




	 	 	 	 	 	 	 	 	 
	 	 	RVM REIFEN 
VERTRIEBSMANAGEMENT GMBH,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ T. Koerner	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: T. Koerner	 	 
	

	 	 	 	 	 	Title: Proxyholder	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	FULDA REIFEN GMBH & CO. KG,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ T. Koerner	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: T. Koerner	 	 
	

	 	 	 	 	 	Title: Proxyholder	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	M-PLUS 
MULTIMARKENMANAGEMENT & GMBH
& CO. KG,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ T. Koerner	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: T. Koerner	 	 
	

	 	 	 	 	 	Title: Proxyholder	 	 






 









 






11




	 	 	 	 	 	 	 	 	 
	 	 	GD HANDELSSYSTEME GMBH & CO. KG,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ T. Koerner	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: T. Koerner	 	 
	

	 	 	 	 	 	Title: Proxyholder	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TIRES OE GMBH,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ T. Koerner	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: T. Koerner	 	 
	

	 	 	 	 	 	Title: Proxyholder	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TIRE FRANCE S.A.,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ R.M. Archer	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: R.M. Archer	 	 
	

	 	 	 	 	 	Title: Attorney	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ D. Golsong	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: D. Golsong	 	 
	

	 	 	 	 	 	Title: Attorney	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TYRES UK LTD,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ J. Robinson	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: J. Robinson	 	 
	

	 	 	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ R. Whitehurst	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: R. Whitehurst	 	 
	

	 	 	 	 	 	Title: Secretary	 	 






 









 






12




	 	 	 	 	 	 	 	 	 
	 	 	DUNLOP TYRES LTD,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	     /s/ J. Robinson	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: J. Robinson	 	 
	

	 	 	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ R. Whitehurst	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: R. Whitehurst	 	 
	

	 	 	 	 	 	Title: Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BELT CONCEPTS OF AMERICA, INC.,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Darren R. Wells	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Darren R. Wells	 	 
	

	 	 	 	 	 	Title: Vice President	 	 






 









 






13




	 	 	 	 	 	 	 	 	 
	 	 	CELERON CORPORATION,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Darren R. Wells	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Darren R. Wells	 	 
	

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	COSMOFLEX, INC.,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Darren R. Wells	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Darren R. Wells	 	 
	

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DAPPER TIRE CO, INC.,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Darren R. Wells	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Darren R. Wells	 	 
	

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVESTED COMPANIES HOLDING COMPANY,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Randall M. Loyd	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Randall M. Loyd	 	 
	

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Ronald J. Carr	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Ronald J. Carr	 	 
	

	 	 	 	 	 	Title: Vice President	 	 






 









 






14




	 	 	 	 	 	 	 	 	 
	 	 	DIVESTED LITCHFIELD PARK PROPERTIES, INC.,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Randall M. Loyd	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Randall M. Loyd	 	 
	

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Ronald J. Carr	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Ronald J. Carr	 	 
	

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR FARMS, INC.,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Darren R. Wells	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Darren R. Wells	 	 
	

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR INTERNATIONAL CORPORATION,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Bertram Bell	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Bertram Bell	 	 
	

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR WESTERN HEMISPHERE CORPORATION,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by
	 	     /s/ Darren R. Wells	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Darren R. Wells	 	 
	

	 	 	 	 	 	Title: Vice President	 	 






 









 






15




	 	 	 	 	 	 	 	 	 
	 	 	THE KELLY-SPRINGFIELD TIRE CORPORATION,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Darren R. Wells	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Darren R. Wells	 	 
	

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WHEEL ASSEMBLIES INC.,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Darren R. Wells	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Darren R. Wells	 	 
	

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WINGFOOT COMMERCIAL TIRE SYSTEMS, LLC,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Darren R. Wells	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Darren R. Wells	 	 
	

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WINGFOOT VENTURES EIGHT INC.,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Randall M. Loyd	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Randall M. Loyd	 	 
	

	 	 	 	 	 	Title: Vice President	 	 






 









 






16




	 	 	 	 	 	 	 	 	 
	 	 	GOODYEAR CANADA INC.,
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ Linda Alexander	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Linda Alexander	 	 
	

	 	 	 	 	 	Title: Vice President Finance	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	

	 	 	 	 	 	     /s/ D.S. Hamilton	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name: D.S. Hamilton	 	 
	

	 	 	 	 	 	Title: Secretary	 	 






 









 






17




Signature Page to be executed by Lenders

under the Restated Credit Agreement





SIGNATURE PAGE to the AMENDMENT AND RESTATEMENT
AGREEMENT dated as of April 8, 2005, in respect of (A)
the TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as of
March 31, 2003, as amended by the First Amendment dated
as of February 19, 2004, the Second Amendment dated as
of April 16, 2004, the Third Amendment dated as of April
16, 2004 and the Fourth Amendment dated as of May 27,
2004, among THE GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR
DUNLOP TIRES EUROPE B.V., GOODYEAR DUNLOP TIRES GERMANY
GMBH, GOODYEAR GMBH & CO KG, DUNLOP GMBH & CO KG,
GOODYEAR LUXEMBOURG TIRES S.A., the Lenders parties
thereto and JPMORGAN CHASE BANK, N.A., as Administrative
Agent and Collateral Agent and (B) the MASTER GUARANTEE
AND COLLATERAL AGREEMENT dated as of March 31, 2003, as
Amended and Restated as of February 20, 2004, among THE
GOODYEAR TIRE & RUBBER COMPANY, the Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY identified therein and
JPMORGAN CHASE BANK, N.A. as Collateral Agent.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lender:	 	  BNP Paribas
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	 /s/ Gayne C. Plunkett	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: Gayne C. Plunkett	 	 	 	 
	

	 	 	 	 	 	 Title: Vice President	 	 	 	 
	 
	

	 	 	 	By:
	 	 /s/ Wendy Breuder	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: Wendy Breuder	 	 	 	 
	

	 	 	 	 	 	 Title: Managing Director	 	 	 	 






 









 






18




Signature Page to be executed by Lenders

under the Restated Credit Agreement





SIGNATURE PAGE to the AMENDMENT AND RESTATEMENT AGREEMENT
dated as of April 8, 2005, in respect of (A) the TERM LOAN
AND REVOLVING CREDIT AGREEMENT dated as of March 31, 2003, as
amended by the First Amendment dated as of February 19, 2004,
the Second Amendment dated as of April 16, 2004, the Third
Amendment dated as of April 16, 2004 and the Fourth Amendment
dated as of May 27, 2004, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V., GOODYEAR DUNLOP
TIRES GERMANY GMBH, GOODYEAR GMBH & CO KG, DUNLOP GMBH & CO
KG, GOODYEAR LUXEMBOURG TIRES S.A., the Lenders parties
thereto and JPMORGAN CHASE BANK, N.A., as Administrative
Agent and Collateral Agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March 31, 2003, as Amended
and Restated as of February 20, 2004, among THE GOODYEAR TIRE
& RUBBER COMPANY, the Subsidiaries of THE GOODYEAR TIRE &
RUBBER COMPANY identified therein and JPMORGAN CHASE BANK,
N.A. as Collateral Agent.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lender:	 	  Calyon New York Branch
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	 /s/ Lee E. Greve	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: Lee E. Greve	 	 	 	 
	

	 	 	 	 	 	 Title: Managing Director	 	 	 	 
	 
	

	 	 	 	By:
	 	 /s/ Corey Billups	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: Corey Billups	 	 	 	 
	

	 	 	 	 	 	 Title: Director	 	 	 	 






 









 






19




Signature Page to be executed by Lenders

under the Restated Credit Agreement





SIGNATURE PAGE to the AMENDMENT AND RESTATEMENT
AGREEMENT dated as of April 8, 2005, in respect
of (A) the TERM LOAN AND REVOLVING CREDIT
AGREEMENT dated as of March 31, 2003, as amended
by the First Amendment dated as of February 19,
2004, the Second Amendment dated as of April 16,
2004, the Third Amendment dated as of April 16,
2004 and the Fourth Amendment dated as of May
27, 2004, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V.,
GOODYEAR DUNLOP TIRES GERMANY GMBH, GOODYEAR
GMBH & CO KG, DUNLOP GMBH & CO KG, GOODYEAR
LUXEMBOURG TIRES S.A., the Lenders parties
thereto and JPMORGAN CHASE BANK, N.A., as
Administrative Agent and Collateral Agent and
(B) the MASTER GUARANTEE AND COLLATERAL
AGREEMENT dated as of March 31, 2003, as Amended
and Restated as of February 20, 2004, among THE
GOODYEAR TIRE & RUBBER COMPANY, the Subsidiaries
of THE GOODYEAR TIRE & RUBBER COMPANY identified
therein and JPMORGAN CHASE BANK, N.A. as
Collateral Agent.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lender:	 	  Citibank N.A.
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	 /s/ Brian Ike	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: Brian Ike	 	 	 	 
	

	 	 	 	 	 	 Title: Director	 	 	 	 






 









 






20




Signature Page to be executed by Lenders

under the Restated Credit Agreement





SIGNATURE PAGE to the AMENDMENT AND RESTATEMENT AGREEMENT dated as of April 8,
2005, in respect of (A) the TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as
of March 31, 2003, as amended by the First Amendment dated as of February 19,
2004, the Second Amendment dated as of April 16, 2004, the Third Amendment
dated as of April 16, 2004 and the Fourth Amendment dated as of May 27, 2004,
among THE GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V.,
GOODYEAR DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH & CO KG, DUNLOP GMBH & CO KG,
GOODYEAR LUXEMBOURG TIRES S.A., the Lenders parties thereto and JPMORGAN CHASE
BANK, N.A., as Administrative Agent and Collateral Agent and (B) the MASTER
GUARANTEE AND COLLATERAL AGREEMENT dated as of March 31, 2003, as Amended and
Restated as of February 20, 2004, among THE GOODYEAR TIRE & RUBBER COMPANY, the
Subsidiaries of THE GOODYEAR TIRE & RUBBER COMPANY identified therein and
JPMORGAN CHASE BANK, N.A. as Collateral Agent.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lender:	 	  Commerzbank Aktiengesellschaft	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 /s/ Dr. Konrad Noltenhaus
	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	 	Dr. Konrad Noltenhaus	 	 	 	 
	

	 	 	 	 	 	 Title:
	 	Senior Vice President	 	 	 	 
	

	 	 	 	 	 	 	 	Regional Center Frankfurt	 	 	 	 
	 
	 	 	 	 	By:	 	 /s/ Hans-Friedrich Jenetzky
	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	 	Hans-Friedrich Jenetzky	 	 	 	 
	

	 	 	 	 	 	 Title:
	 	Senior Vice President	 	 	 	 
	

	 	 	 	 	 	 	 	Regional Center Frankfurt	 	 	 	 






 









 






21




Signature Page to be executed by Lenders

under the Restated Credit Agreement





SIGNATURE PAGE to the AMENDMENT AND RESTATEMENT AGREEMENT
dated as of April 8, 2005, in respect of (A) the TERM LOAN
AND REVOLVING CREDIT AGREEMENT dated as of March 31, 2003, as
amended by the First Amendment dated as of February 19, 2004,
the Second Amendment dated as of April 16, 2004, the Third
Amendment dated as of April 16, 2004 and the Fourth Amendment
dated as of May 27, 2004, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V., GOODYEAR DUNLOP
TIRES GERMANY GMBH, GOODYEAR GMBH & CO KG, DUNLOP GMBH & CO
KG, GOODYEAR LUXEMBOURG TIRES S.A., the Lenders parties
thereto and JPMORGAN CHASE BANK, N.A., as Administrative
Agent and Collateral Agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March 31, 2003, as Amended
and Restated as of February 20, 2004, among THE GOODYEAR TIRE
& RUBBER COMPANY, the Subsidiaries of THE GOODYEAR TIRE &
RUBBER COMPANY identified therein and JPMORGAN CHASE BANK,
N.A. as Collateral Agent.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lender:	 	  Credit Suisse First Boston, acting

  through its Cayman Islands Branch
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	 /s/ Mark Gleason	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: Mark Gleason	 	 	 	 
	

	 	 	 	 	 	 Title: Director	 	 	 	 
	 
	

	 	 	 	By:
	 	 /s/ Mikhail Faybusovich	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: Mikhail Faybusovich	 	 	 	 
	

	 	 	 	 	 	 Title: Associate	 	 	 	 






 









 






22




Signature Page to be executed by Lenders

under the Restated Credit Agreement





SIGNATURE PAGE to the AMENDMENT AND RESTATEMENT AGREEMENT dated
as of April 8, 2005, in respect of (A) the TERM LOAN AND
REVOLVING CREDIT AGREEMENT dated as of March 31, 2003, as
amended by the First Amendment dated as of February 19, 2004,
the Second Amendment dated as of April 16, 2004, the Third
Amendment dated as of April 16, 2004 and the Fourth Amendment
dated as of May 27, 2004, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V., GOODYEAR DUNLOP
TIRES GERMANY GMBH, GOODYEAR GMBH & CO KG, DUNLOP GMBH & CO KG,
GOODYEAR LUXEMBOURG TIRES S.A., the Lenders parties thereto and
JPMORGAN CHASE BANK, N.A., as Administrative Agent and
Collateral Agent and (B) the MASTER GUARANTEE AND COLLATERAL
AGREEMENT dated as of March 31, 2003, as Amended and Restated as
of February 20, 2004, among THE GOODYEAR TIRE & RUBBER COMPANY,
the Subsidiaries of THE GOODYEAR TIRE & RUBBER COMPANY
identified therein and JPMORGAN CHASE BANK, N.A. as Collateral
Agent.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lender:	 	  Deutsche Bank AG, NY Branch
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	 /s/ David Mayhew	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: David Mayhew	 	 	 	 
	

	 	 	 	 	 	 Title: Managing Director	 	 	 	 
	 
	

	 	 	 	By:
	 	 /s/ Stephen Cayer	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: Stephen Cayer	 	 	 	 
	

	 	 	 	 	 	 Title: Director	 	 	 	 






 









 






23




Signature Page to be executed by Lenders

under the Restated Credit Agreement





SIGNATURE PAGE to the AMENDMENT AND RESTATEMENT AGREEMENT dated as of April 8,
2005, in respect of (A) the TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as
of March 31, 2003, as amended by the First Amendment dated as of February 19,
2004, the Second Amendment dated as of April 16, 2004, the Third Amendment
dated as of April 16, 2004 and the Fourth Amendment dated as of May 27, 2004,
among THE GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V.,
GOODYEAR DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH & CO KG, DUNLOP GMBH & CO KG,
GOODYEAR LUXEMBOURG TIRES S.A., the Lenders parties thereto and JPMORGAN CHASE
BANK, N.A., as Administrative Agent and Collateral Agent and (B) the MASTER
GUARANTEE AND COLLATERAL AGREEMENT dated as of March 31, 2003, as Amended and
Restated as of February 20, 2004, among THE GOODYEAR TIRE & RUBBER COMPANY, the
Subsidiaries of THE GOODYEAR TIRE & RUBBER COMPANY identified therein and
JPMORGAN CHASE BANK, N.A. as Collateral Agent.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lender:	 	  GE Finance Participants SAS
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	 /s/ Hugh A. Fitzpatrick	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: Hugh A. Fitzpatrick	 	 	 	 
	

	 	 	 	 	 	 Title: Duly Authorized Signatory	 	 	 	 






 









 






24




Signature Page to be executed by Lenders

under the Restated Credit Agreement





SIGNATURE PAGE to the AMENDMENT AND RESTATEMENT AGREEMENT dated as
of April 8, 2005, in respect of (A) the TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of March 31, 2003, as amended by the First
Amendment dated as of February 19, 2004, the Second Amendment dated
as of April 16, 2004, the Third Amendment dated as of April 16, 2004
and the Fourth Amendment dated as of May 27, 2004, among THE
GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V.,
GOODYEAR DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH & CO KG, DUNLOP
GMBH & CO KG, GOODYEAR LUXEMBOURG TIRES S.A., the Lenders parties
thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and
Collateral Agent and (B) the MASTER GUARANTEE AND COLLATERAL
AGREEMENT dated as of March 31, 2003, as Amended and Restated as of
February 20, 2004, among THE GOODYEAR TIRE & RUBBER COMPANY, the
Subsidiaries of THE GOODYEAR TIRE & RUBBER COMPANY identified
therein and JPMORGAN CHASE BANK, N.A. as Collateral Agent.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lender:	 	  Goldman Sachs Credit Partners, L.P.
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	 /s/ Thomas Connolly	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: Thomas Connolly	 	 	 	 
	

	 	 	 	 	 	 Title: Managing Director	 	 	 	 






 









 






25




Signature Page to be executed by Lenders

under the Restated Credit Agreement





SIGNATURE PAGE to the AMENDMENT AND RESTATEMENT AGREEMENT dated as of April 8,
2005, in respect of (A) the TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as
of March 31, 2003, as amended by the First Amendment dated as of February 19,
2004, the Second Amendment dated as of April 16, 2004, the Third Amendment
dated as of April 16, 2004 and the Fourth Amendment dated as of May 27, 2004,
among THE GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V.,
GOODYEAR DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH & CO KG, DUNLOP GMBH & CO KG,
GOODYEAR LUXEMBOURG TIRES S.A., the Lenders parties thereto and JPMORGAN CHASE
BANK, N.A., as Administrative Agent and Collateral Agent and (B) the MASTER
GUARANTEE AND COLLATERAL AGREEMENT dated as of March 31, 2003, as Amended and
Restated as of February 20, 2004, among THE GOODYEAR TIRE & RUBBER COMPANY, the
Subsidiaries of THE GOODYEAR TIRE & RUBBER COMPANY identified therein and
JPMORGAN CHASE BANK, N.A. as Collateral Agent.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lender:	 	  KBC Bank NV	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 /s/ Dirk Witters
	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	 	Dirk Witters	 	 	 	 	 	 
	

	 	 	 	 	 	 Title:
	 	Global Relationship	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Manager Multinationals	 	 	 	 
	 
	 	 	 	 	By:	 	 /s/ Adriaan Loeff
	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	 	Adriaan Loeff	 	 	 	 	 	 
	

	 	 	 	 	 	 Title:
	 	General Manager Multinationals	 	 	 	 






 









 






26




Signature Page to be executed by Lenders

under the Restated Credit Agreement





SIGNATURE PAGE to the AMENDMENT AND RESTATEMENT
AGREEMENT dated as of April 8, 2005, in respect of (A)
the TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as
of March 31, 2003, as amended by the First Amendment
dated as of February 19, 2004, the Second Amendment
dated as of April 16, 2004, the Third Amendment dated
as of April 16, 2004 and the Fourth Amendment dated as
of May 27, 2004, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V., GOODYEAR
DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH & CO KG,
DUNLOP GMBH & CO KG, GOODYEAR LUXEMBOURG TIRES S.A.,
the Lenders parties thereto and JPMORGAN CHASE BANK,
N.A., as Administrative Agent and Collateral Agent and
(B) the MASTER GUARANTEE AND COLLATERAL AGREEMENT dated
as of March 31, 2003, as Amended and Restated as of
February 20, 2004, among THE GOODYEAR TIRE & RUBBER
COMPANY, the Subsidiaries of THE GOODYEAR TIRE & RUBBER
COMPANY identified therein and JPMORGAN CHASE BANK,
N.A. as Collateral Agent.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lender:	 	  Mashreq Bank PSC
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	 /s/ Abbas Hagan	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: Abbas Hagan	 	 	 	 
	

	 	 	 	 	 	 Title: Division Head	 	 	 	 






 









 






27




Signature Page to be executed by Lenders

under the Restated Credit Agreement





SIGNATURE PAGE to the AMENDMENT AND RESTATEMENT AGREEMENT
dated as of April 8, 2005, in respect of (A) the TERM LOAN
AND REVOLVING CREDIT AGREEMENT dated as of March 31, 2003, as
amended by the First Amendment dated as of February 19, 2004,
the Second Amendment dated as of April 16, 2004, the Third
Amendment dated as of April 16, 2004 and the Fourth Amendment
dated as of May 27, 2004, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V., GOODYEAR DUNLOP
TIRES GERMANY GMBH, GOODYEAR GMBH & CO KG, DUNLOP GMBH & CO
KG, GOODYEAR LUXEMBOURG TIRES S.A., the Lenders parties
thereto and JPMORGAN CHASE BANK, N.A., as Administrative
Agent and Collateral Agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March 31, 2003, as Amended
and Restated as of February 20, 2004, among THE GOODYEAR TIRE
& RUBBER COMPANY, the Subsidiaries of THE GOODYEAR TIRE &
RUBBER COMPANY identified therein and JPMORGAN CHASE BANK,
N.A. as Collateral Agent.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lender:	 	  N. M.
Rothschild & Sons Limited
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	 /s/ Adam Greenbiry	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: Adam Greenbiry	 	 	 	 
	

	 	 	 	 	 	 Title: Director	 	 	 	 
	 
	

	 	 	 	By:
	 	 /s/ John Sealy	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: John Sealy	 	 	 	 
	

	 	 	 	 	 	 Title: Director	 	 	 	 






 









 






28




Signature Page to be executed by Lenders

under the Restated Credit Agreement





SIGNATURE PAGE to the AMENDMENT AND RESTATEMENT AGREEMENT dated as of April 8,
2005, in respect of (A) the TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as
of March 31, 2003, as amended by the First Amendment dated as of February 19,
2004, the Second Amendment dated as of April 16, 2004, the Third Amendment
dated as of April 16, 2004 and the Fourth Amendment dated as of May 27, 2004,
among THE GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V.,
GOODYEAR DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH & CO KG, DUNLOP GMBH & CO KG,
GOODYEAR LUXEMBOURG TIRES S.A., the Lenders parties thereto and JPMORGAN CHASE
BANK, N.A., as Administrative Agent and Collateral Agent and (B) the MASTER
GUARANTEE AND COLLATERAL AGREEMENT dated as of March 31, 2003, as Amended and
Restated as of February 20, 2004, among THE GOODYEAR TIRE & RUBBER COMPANY, the
Subsidiaries of THE GOODYEAR TIRE & RUBBER COMPANY identified therein and
JPMORGAN CHASE BANK, N.A. as Collateral Agent.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lender:	 	  Natexis Banques Populaires
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	 /s/ Patrick Senderens	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: Patrick Senderens	 	 	 	 
	

	 	 	 	 	 	 Title: Global Relationship Manager	 	 	 	 
	 
	

	 	 	 	By:
	 	 /s/ Christopher Labaune	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: Christopher Labaune	 	 	 	 
	

	 	 	 	 	 	 Title: Relationship Manager	 	 	 	 






 









 






29




Signature Page to be executed by Lenders

under the Restated Credit Agreement





SIGNATURE PAGE to the AMENDMENT AND RESTATEMENT AGREEMENT dated as
of April 8, 2005, in respect of (A) the TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of March 31, 2003, as amended by the
First Amendment dated as of February 19, 2004, the Second
Amendment dated as of April 16, 2004, the Third Amendment dated as
of April 16, 2004 and the Fourth Amendment dated as of May 27,
2004, among THE GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR DUNLOP
TIRES EUROPE B.V., GOODYEAR DUNLOP TIRES GERMANY GMBH, GOODYEAR
GMBH & CO KG, DUNLOP GMBH & CO KG, GOODYEAR LUXEMBOURG TIRES S.A.,
the Lenders parties thereto and JPMORGAN CHASE BANK, N.A., as
Administrative Agent and Collateral Agent and (B) the MASTER
GUARANTEE AND COLLATERAL AGREEMENT dated as of March 31, 2003, as
Amended and Restated as of February 20, 2004, among THE GOODYEAR
TIRE & RUBBER COMPANY, the Subsidiaries of THE GOODYEAR TIRE &
RUBBER COMPANY identified therein and JPMORGAN CHASE BANK, N.A. as
Collateral Agent.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lender:	 	  The Northern Trust Company
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	 /s/ Christopher L. McKean	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 Name: Christopher L. McKean	 	 	 	 
	

	 	 	 	 	 	 Title: Vice President	 	 	 	 






 









 






30




Annex 1




THE GOODYEAR TIRE & RUBBER COMPANY

GOODYEAR DUNLOP TIRES EUROPE B.V.

GOODYEAR DUNLOP TIRES GERMANY GMBH

GOODYEAR GMBH & CO KG

DUNLOP GMBH & CO KG

GOODYEAR LUXEMBOURG TIRES S.A.

CREDIT AGREEMENT

DATED AS OF MARCH 30,

AS AMENDED AND RESTATED AS OF APRIL 8, 2005





STANDARD TERMS AND CONDITIONS




          1. Representations and Warranties.




          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Amendment Agreement and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Restated Credit
Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the
financial condition of any Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or (iv) the performance or observance by any Borrower,
any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Credit Document.




          1.2. Assignees. Each Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement
and to consummate the transactions contemplated hereby and to become a Lender under the Restated
Credit Agreement and the Restated MGCA, (ii) it satisfies the requirements, if any, specified in
the Restated Credit Agreement that are required to be satisfied by it in order to acquire the
Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound
by the provisions each of the Restated Credit Agreement and the Restated MGCA as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Restated Credit Agreement, together with copies of
the most recent financial statements delivered pursuant to Section 5.01 thereto, as applicable, the
Restated MGCA and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Amendment Agreement and to purchase the Assigned
Interest on the basis of which it has made such analysis and decision independently and without
reliance on the New Administrative Agent or any other Lender, and (v) attached to this Amendment
Agreement is (i) any documentation






 









 








31



required to be delivered by it pursuant to the terms of Sections 2.17 and 9.17 of the Restated
Credit Agreement and (ii) a “New Secured Party’s Accession Agreement” in the form of Schedule 3 to
the German Security Trust Agreement, duly completed and executed by such Assignee; and (b) agrees
that (i) it will, independently and without reliance on the New Administrative Agent, the Assignor
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 the Credit
Documents, and (ii) it will perform in accordance with their terms all of the obligations which by
the terms of the Credit Documents are required to be performed by it as a Lender.




          2. Restated MGCA. Each Assignee, by executing and delivering this Amendment
Agreement, acknowledges receipt of a copy of the Restated MGCA and approves and agrees to be bound
by and to act in accordance with the terms and conditions of the Restated MGCA and each other
Security Document, specifically including (i) the provisions of Section 5.03 of the Restated MGCA
(governing the distribution of proceeds realized from the exercise of remedies under the Security
Documents), (ii) the provisions of Article VI of the Restated MGCA (governing the manner in which
the amounts of the Obligations (as defined in the Restated MGCA) are to be determined at any time),
(iii) the provisions of Articles VIII and IX of the Restated MGCA (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) and (iv) the provisions of
Section 11.13 of the Restated MGCA (providing for releases of Guarantees of and Collateral securing
the Obligations).




          3. Payments. From and after the Effective Date, the New Administrative Agent shall
make all payments in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but excluding the
Effective Date and to each Assignee for amounts which have accrued from and after the Effective
Date.




          4. Foreign Law Provisions. 




          4.1. France. An assignment of rights will only be effective vis-à-vis the Subsidiary
Guarantors incorporated in France if the assignment if such assignment is notified in France by
bailiff (huissier) in accordance with Article 1690 of the French Civil Code. Pursuant to
clause 9.04(b)(vii) of the Restated Credit Agreement (i) the European J.V. (or the New
Administrative Agent, at the expense of the European J.V.) shall carry out such notification and
(ii) if the assignment provided for in this Amendment Agreement is made without the European J.V.’s
consent the New Administrative Agent shall provide prompt written notice of the assignment to the
European J.V.




          4.2. Italy. For the purposes of Italian law only, the assignment made under this
Amendment Agreement shall be deemed to constitute a cessione del contratto, although it
will not constitute a termination or a novation of the Credit Agreement for purposes of New York
law.





 









 








32




          5. Affiliates. Each Assignee acknowledges that any Obligations in respect of any Swap
Agreement or cash management services, in each case provided by an Affiliate of a Lender, will only
constitute Obligations for the purpose of any Security Document governed by the laws of a country
other than the United States of America if such Affiliate executes and delivers to the New
Administrative Agent an Affiliate Authorization in the form of Exhibit H to the Restated Credit
Agreement or any other form approved by the New Administrative Agent.