EX-4.7



 




EXHIBIT 4.7


EXECUTION COPY





 




MASTER GUARANTEE AND COLLATERAL AGREEMENT




dated as of

March 31, 2003,




as AMENDED AND RESTATED




as of February 20, 2004,




and as further AMENDED AND RESTATED




as of




April 8, 2005,




among




THE GOODYEAR TIRE & RUBBER COMPANY,




GOODYEAR DUNLOP TIRES EUROPE B.V.




THE OTHER SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY




identified as Grantors
and Guarantors herein,




and




JPMORGAN CHASE BANK, N.A.




as Collateral Agent



 




[CS&M # 6701-315]


 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	Definitions
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01. Certain Defined Terms

	 	 	2	 
	 
	 	 	 	 
	ARTICLE II Modification and Continuation of Liens on US Assets

	 	 	5	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	Guarantees
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Guarantees

	 	 	5	 
	SECTION 3.02. Guarantee of Payment

	 	 	5	 
	SECTION 3.03. No Limitations

	 	 	5	 
	SECTION 3.04. Reinstatement

	 	 	8	 
	SECTION 3.05. Agreement To Pay; Subrogation

	 	 	8	 
	SECTION 3.06. Information

	 	 	8	 
	SECTION 3.07. Indemnity and Subrogation

	 	 	8	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	Security Documents Subject to this Agreement
	 	 	 	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	Remedies
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Remedies Upon Default

	 	 	10	 
	SECTION 5.02. Exercise of Remedies under Security Documents

	 	 	10	 
	SECTION 5.03. Application of Proceeds

	 	 	10	 
	SECTION 5.04. Registration

	 	 	11	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	Amounts of Obligations
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Acts of Secured Parties and Administrative Agent

	 	 	12	 
	SECTION 6.02. Amounts of Obligations

	 	 	13	 






  ii




 









 








	 	 	 	 	 
	 
	 	 	Page	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	Indemnity, Subrogation and Subordination
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.01. Indemnity and Subrogation

	 	 	13	 
	SECTION 7.02. Subordination

	 	 	13	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	Duties of Collateral Agent
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.01. Actions Under This Agreement 
	 	 	14	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 
	Concerning the Collateral Agent
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.01. Limitations on Responsibility of Collateral Agent

	 	 	15	 
	SECTION 9.02. Reliance by Collateral Agent; Indemnity Against Liabilities, etc.

	 	 	16	 
	SECTION 9.03. Resignation and Removal of the Collateral Agent

	 	 	17	 
	SECTION 9.04. Expenses and Indemnification

	 	 	17	 
	 
	 	 	 	 
	ARTICLE X
	 	 	 	 
	 
	 	 	 	 
	Subordination of Intercompany Indebtedness
	 	 	 	 
	 
	 	 	 	 
	SECTION 10.01. Subordination

	 	 	18	 
	SECTION 10.02. Dissolution or Insolvency

	 	 	18	 
	SECTION 10.03. Subrogation

	 	 	18	 
	SECTION 10.04. Other Creditors

	 	 	19	 
	SECTION 10.05. No Waiver

	 	 	19	 
	SECTION 10.06. Obligations Hereunder Not Affected

	 	 	19	 
	 
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	 
	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	SECTION 11.01. Notices

	 	 	20	 
	SECTION 11.02. Waivers; Amendment

	 	 	20	 
	SECTION 11.03. Collateral Agent’s Fees and Expenses; Indemnification

	 	 	21	 
	SECTION 11.04. Benefit of Agreement; Successors and Assigns

	 	 	21	 
	SECTION 11.05. Survival of Agreement

	 	 	22	 
	SECTION 11.06. Counterparts; Effectiveness; Several Agreement

	 	 	22	 
	SECTION 11.07. Severability

	 	 	22	 
	SECTION 11.08. Right of Set-Off

	 	 	23	 
	SECTION 11.09. Governing Law; Jurisdiction; Consent to Service of Process

	 	 	23	 






 









 






	 	 	 	 	 
	 
	 	 	Page	 
	SECTION 11.10. WAIVER OF JURY TRIAL

	 	 	23	 
	SECTION 11.11. Headings

	 	 	24	 
	SECTION 11.12. Security Interest Absolute

	 	 	24	 
	SECTION 11.13. Termination or Release

	 	 	24	 
	SECTION 11.14. Additional Grantors and Guarantors

	 	 	25	 
	SECTION 11.15. Collateral Agent Appointed Attorney-in-Fact

	 	 	25	 
	SECTION 11.16. Collateral Agent as Joint and Several Creditor

	 	 	26	 
	SECTION 11.17. Post-Closing Letter Agreements

	 	 	26	 
	SECTION 11.18. Credit Party Obligations

	 	 	26	 






 









 







            MASTER GUARANTEE AND COLLATERAL AGREEMENT dated as of March 31, 2003,
as AMENDED AND RESTATED as of February 20, 2004, and as further AMENDED
AND RESTATED as of April 8, 2005, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V., the other Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY identified herein and JPMORGAN CHASE BANK,
N.A., as Collateral Agent.



          The Company (such term and each other capitalized term used and not otherwise defined herein
having the meaning assigned to it in Article I), the Subsidiaries of the Company party hereto, the
Lenders party hereto, certain other financial institutions and the Collateral Agent are parties to
the Master Guarantee and Collateral Agreement dated as of March 31, 2003 (as amended and restated
as of February 20, 2004, the “Original MGCA”), under which the Company and such Subsidiaries have
guaranteed and created security interests in certain of their assets to secure the “Obligations”
under and as defined in the 2003 Credit Agreements, as well as the “US Miscellaneous Obligations”
and the “Swiss Franc Obligations”, as such terms are defined in the Original MGCA. The Original
Credit Agreement, which is one of the 2003 Credit Agreements, is being amended and restated on the
date hereof in the form of the Credit Agreement. The commitments of the lenders under the other
2003 Credit Agreements have been or are on the date hereof being terminated, and all loans and
other obligations outstanding, accrued or otherwise owing under such other 2003 Credit Agreements
have been or are on the date hereof being paid in full.




          Under the terms of the Credit Agreement, the Obligations will be secured by certain assets of
the JV and its subsidiaries, but not by any US Assets. The Liens created by the Original MGCA on
US Assets, insofar as they secure the US Miscellaneous Obligations, are being continued under a
First Lien Guarantee and Collateral Agreement being entered into on the date hereof by the Company,
certain US Subsidiaries and the Collateral Agent. The Swiss Franc Obligations, which were secured
under the Original MGCA in compliance with the requirements of the bond agreement under which such
obligations are outstanding, are not required to be secured by any assets of the JV or its
subsidiaries.




          The Lenders have extended and agreed to extend credit to the JV and the other Borrowers on the
terms and subject to the conditions set forth in the Credit Agreement. The obligations of the
Lenders under the Credit Agreement are conditioned upon, among other things, the execution and
delivery of this Agreement by the Company and the other Guarantors and by the Grantors. Each
Lender, by executing and delivering the Credit Agreement, has authorized the Collateral Agent to
execute and deliver this amended and restated Master Guarantee and Collateral Agreement on its
behalf and has agreed to be bound by the provisions hereof. The European Subsidiary Guarantors are
subsidiaries of the JV and subsidiaries or affiliates of the other Borrowers, will derive
substantial benefits from the extension of credit to the Borrowers pursuant to the Credit




1









 








  2




Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders
to extend such credit.




          Accordingly, the parties hereto agree as follows:




ARTICLE I




Definitions




          SECTION 1.01. Certain Defined Terms. (a) All terms defined in the Credit Agreement and not
defined in this Agreement, including, without limitation, the terms “Administrative Agent”,
“Borrowers”, “Credit Document”, “Issuing Bank”, “Majority Lenders”, “Obligations” and “Secured
Parties”, have the meanings specified therein. The rules of construction specified in Section 1.03
of the Credit Agreement shall also apply to this Agreement.




          As used in this Agreement, the following terms have the meanings specified below:




          “Additional Subsidiary Agreement” has the meaning assigned to such term in Section 11.14.




          “Claiming Party” has the meaning assigned to such term in Section 3.07.




          “Collateral” means all the assets and rights subject to Liens created under the Security
Documents to secure the Obligations or any of them.




          “Company” means The Goodyear Tire & Rubber Company.




          “Contributing Party” has the meaning assigned to such term in Section 3.07.




          “Credit Agreement” means the Amended and Restated Term Loan and Revolving Credit Agreement
dated as of April 8, 2005, among the Company, the JV, Goodyear Dunlop Tires Germany GmbH, Goodyear
GmbH & Co. KG, Goodyear Luxembourg Tires S.A., the Lenders party thereto, JPMorgan Europe Limited,
as Administrative Agent, and the Collateral Agent, as amended from time to time.




          “Credit Parties” means the Company and each other Borrower, Grantor and Guarantor.




          “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.




 









 








  3




          “European Guarantors” means the JV and the European Subsidiary Guarantors.




          “European Subsidiary Guarantors” means each Subsidiary that is listed under the heading
“European Guarantor” on the signature pages hereto or that becomes a European Guarantor pursuant to
Section 11.14.




          “First Lien Credit Agreement” means the First Lien Credit Agreement dated as of the date
hereof among the Company, certain lenders and issuing banks, Citicorp USA, Inc., as Syndication
Agent, and JPMorgan Chase Bank, N.A., as administrative agent, as amended from time to time.




          “First Lien Guarantee and Collateral Agreement” means the First Lien Guarantee and Collateral
Agreement dated as of the date hereof among the Company, certain Subsidiaries and JPMorgan Chase
Bank, N.A., as collateral agent, as amended from time to time.




          “Grantors” means the JV, each Subsidiary that is listed under the heading “Grantor” on the
signature pages hereto or that becomes a Grantor pursuant to Section 11.14.




          “Guarantees” means the guarantees of the Obligations under Article III.




          “Guarantors” means the US Guarantors and the European Guarantors.




          “Indemnified Party” has the meaning assigned to such term in Section 9.04.




          “Intellectual Property” means all intellectual and similar property of every kind and nature
now owned or hereafter acquired by such Grantor, including inventions, designs, patents,
copyrights, licenses, trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and databases and all
embodiments or fixations thereof and related documentation, registrations and franchises, and all
additions, improvements and accessions to, and books and records describing or used in connection
with, any of the foregoing.




          “Intercompany Indebtedness” means any Indebtedness of the Company or any Subsidiary, or any
obligations owed by the Company or any Subsidiary under Article VII, to the Company or any other
Subsidiary.




          “Intercompany Obligor” means, with respect to any Intercompany Indebtedness, the obligor in
respect of such Intercompany Indebtedness.




          “JV” means Goodyear Dunlop Tires Europe B.V., a Subsidiary organized in The Netherlands and a
joint venture of the Company and Sumitomo Rubber Industries.




 









 








  4




          “Lenders” means, collectively, the “Lenders” under and as defined in the Credit Agreement.




          “Miscellaneous Obligations” means Obligations referred to in clauses (c) and (d) of the
definitions of ABT Obligations and GDTG/Term Obligations in the Credit Agreement.




          “Original Credit Agreement” means the $650,000,000 Term Loan and Revolving Credit Agreement
dated as of March 31, 2003, among the JV, the other borrowers thereunder, certain lenders, JPMCB,
as administrative agent and collateral agent, and Deutsche Bank AG, as syndication agent.




          “Original MGCA” has the meaning assigned to such term in the recitals hereto.




          “Pledged Collateral” means any Equity Interests or Indebtedness pledged under the Security
Documents (and all stock certificates, promissory notes or other securities evidencing any of such
Equity Interests or Indebtedness).




          “Security Documents” means the “Security Documents” under and as defined in the Credit
Agreement, other than this Agreement.




          “2003 Lenders” means, collectively, the “Lenders” under and as defined in the 2003 Credit
Agreements.




          “2003 Credit Agreements” means (a) the $750,000,000 Amended and Restated Revolving Credit
Agreement dated as of March 31, 2003, among the Company, certain lenders and JPMCB, as
administrative agent, (b) the $645,454,545 Term Loan Agreement dated as of March 31, 2003, among
the Company, certain lenders, JPMCB, as administrative agent, and BNP Paribas, as syndication
agent, (c) the Term Loan and Revolving Credit Agreement dated as of March 31, 2003, and amended and
restated as of February 19, 2004, among the Company, certain lenders, JPMCB, as administrative
agent, Citicorp USA Inc., as syndication agent, and Bank of America, N.A. and The CIT
Group/Business Credit, Inc., as documentation agents and (d) the Original Credit Agreement.




          “US Assets” means assets directly owned by the Company or any US Subsidiary.




          “US Guarantors” means the Company and the US Subsidiary Guarantors.




          “US Subsidiary” means a Subsidiary organized under the laws of The United States of America or
any state or political subdivision thereof.




          “US Subsidiary Guarantors” means each Subsidiary that is listed under the heading “US
Guarantor” on the signature pages hereto or that becomes a US Guarantor pursuant to Section 11.14.




 









 








  5




ARTICLE II




Modification and Continuation of Liens on US Assets




          Notwithstanding any provision to the contrary in Section 13.13 of the Original MGCA or
otherwise, from and after the date hereof, the Liens on US Assets created under the Original MGCA
will secure the “US Miscellaneous Obligations” and the “Obligations”, in each case, under and as
defined in the First Lien Credit Agreement, but will not secure the Obligations. The terms and
conditions of such Liens and the related rights and obligations of the holders of the obligations
secured thereby and of the Company and the Subsidiaries shall be as set forth in the First Lien
Guarantee and Collateral Agreement.




ARTICLE III




Guarantees




          SECTION 3.01. Guarantees. Each Guarantor irrevocably and unconditionally guarantees, as a
primary obligor and not merely as a surety, the due and punctual payment and performance of the
Obligations, jointly with the other Guarantors and severally. Each of the Guarantors further
agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or
further assent from it, and that it will remain bound upon its guarantee notwithstanding any
extension or renewal of any such Obligation. Each of the Guarantors waives presentment to, demand
of payment from and protest to any Borrower or any other Credit Party of any of the Obligations,
and also waives notice of acceptance of its guarantee, notice of protest for nonpayment and all
similar formalities.




          SECTION 3.02. Guarantee of Payment. Each of the Guarantors further agrees that its guarantee
hereunder constitutes a guarantee of payment when due and not of collection, and waives any right
to require that any resort be had by the Collateral Agent or any other Secured Party to any
security held for the payment of the Obligations or to any balance of any deposit account or credit
on the books of the Collateral Agent or any other Secured Party in favor of any Borrower or any
other Person.




          SECTION 3.03. No Limitations. (a) Except for termination of a Guarantor’s obligations
hereunder as expressly provided in Section 11.13, the obligations of each Guarantor hereunder shall
not be subject to any reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any
defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of
the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert
any claim or demand or to enforce any right or remedy under the provisions of any Credit Document
or otherwise; (ii) any rescission, waiver, amendment




 









 








  6




or modification of, or any release from any of the terms or provisions of, any Credit Document
or any other agreement, including with respect to any other Guarantor under this Agreement; (iii)
the release of any security held by the Collateral Agent or any other Secured Party for the
Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of the
Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary
the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law
or equity (other than the indefeasible payment in full in cash of all the Obligations). Each
Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and
performance of the Obligations, to exchange, waive or release any or all such security (with or
without consideration), to enforce or apply such security and direct the order and manner of any
sale thereof in their sole discretion or to release or substitute any one or more other guarantors
or obligors upon or in respect of the Obligations, all without affecting the obligations of such
Guarantor hereunder.




          (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based
on or arising out of any defense of any Borrower or any other Credit Party or the unenforceability
of the Obligations or any part thereof from any cause, or the cessation from any cause of the
liability of any Borrower or any other Credit Party, other than the indefeasible payment in full in
cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their
election, foreclose on any security held by one or more of them by one or more judicial or
nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or
adjust any part of the Obligations, make any other accommodation with any Borrower or any other
Credit Party or exercise any other right or remedy available to them against any Borrower or any
other Credit Party, in each case without affecting or impairing in any way the liability of any
Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in
full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense
arising out of any such election even though such election operates, pursuant to applicable law, to
impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such
Guarantor against any Borrower or any other Credit Party, as the case may be, or any security.




          (c) Notwithstanding any provisions to the contrary contained in this Agreement, in respect of
the obligations and liabilities of the Guarantors incorporated under the laws of France (the
“French Guarantors”) under this Article III, it is understood that: (i) the obligations and
liabilities of French Guarantors in respect of the Obligations shall be limited in accordance with
their respective financial resources in the following manner: (A) the obligations and liabilities
of Goodyear Dunlop Tires France S.A. in respect of the Obligations shall be limited to an aggregate
amount not exceeding €155,000,000 and (B) the obligations and liabilities of any other Person
becoming a French Guarantor in respect of the Obligations shall be limited to an aggregate amount
not exceeding the amount indicated as such maximum amount in the agreement pursuant to which such
Person shall become a French Guarantor.




          (d) In the case of a Guarantor established in Germany as a limited liability company
(Gesellschaft mit beschränkter Haftung) (a “German GmbH Guarantor”), or as




 









 








  7




a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft
mit beschränkter Haftung) as sole general partner (a “German GmbH & Co. KG Guarantor” and, together
with any “German GmbH Guarantor”, a “German Guarantor”), the enforcement against such German
Guarantor of any and all claims arising under this Article III shall be excluded, if and to the
extent that under this Article III the relevant German Guarantor guarantees obligations of any of
the German Guarantor’s affiliated companies (verbundenes Unternehmen) within the meaning of Section
15 of the German Stock Corporation Act (Aktiengesetz) (other than any of the German Guarantor’s
subsidiaries), and if and to the extent that (i) the enforcement of the Guarantee would cause the
German Guarantor’s, or, where the Guarantor is a German GmbH & Co. KG Guarantor, its general
partner’s, assets (the calculation of which shall include all items set forth in §266(2) A
(provided that (subject to the below) claims of a German GmbH Guarantor, or in the case of a German
GmbH & Co. KG Guarantor, the claims of its general partner, against any of its affiliated companies
referred to above (other than any of the German GmbH Guarantor’s, or in the case of a German GmbH &
Co. KG Guarantor its general partner’s, subsidiaries; provided that for that purpose any of
the German limited partnerships organized in the form of a GmbH & Co. KG, including without
limitation any of the German GmbH & Co. KG Guarantors shall be treated as a subsidiary of the
relevant general partner) shall only be taken into account (aktiviert) if and to the extent this is
permitted pursuant to the jurisprudence from time to time of the German Federal Supreme Court
(Bundesgerichtshof) relating to protection of liable capital of German limited liability companies
under §§ 30, 31 of the German Limited Liability Companies Act (GmbH-Gesetz)), B and C of the German
Commercial Code (Handelsgesetzbuch)) less the German GmbH Guarantor’s, or in the case of a German
GmbH & Co. KG Guarantor its general partner’s, liabilities (the calculation of which shall include
all items set forth in §266(3) B, C and D of the German Commercial Code) (the “Net Assets”) being
less than its respective registered share capital (Stammkapital) (Begründung einer Unterbilanz) or
(ii) (if the German Guarantor’s, or in the case of a German GmbH & Co. KG Guarantor, its general
partner’s, Net Assets are already less than its respective registered share capital), causing such
amount to be further reduced (Vertiefung einer Unterbilanz). For the purposes of the calculation
of the Net Assets, (i) loans and other contractual liabilities incurred in negligent or wilful
violation of the provisions of the Credit Documents shall be disregarded and (ii) claims of a
German GmbH Guarantor and/or the general partner of a German GmbH & Co. KG Guarantor against any of
its affiliated companies referred to above resulting from a transaction entered into between the
relevant General GmbH Guarantor and/or the general partner of the German GmbH & Co. KG Guarantor
and the relevant affiliated company in negligent or wilful violation of the provisions of the
Credit Documents shall be taken into account (aktiviert). In addition, in case of an enforcement
of the guarantee granted under this Article III, the German GmbH Guarantor or, in the case of a
German GmbH & Co. KG Guarantor, its general partner and the German GmbH & Co. KG Guarantor, shall
realize, to the extent legally permitted and, in respect of the German GmbH Guarantor’s, or in the
case of a German GmbH & Co. KG Guarantor its general partner’s and the German GmbH & Co. KG
Guarantor’s, business, commercially justifiable, in a situation where the German GmbH Guarantor, or
in the case of
a German GmbH & Co. KG Guarantor its general partner and the German GmbH & Co. KG




 









 








  8




Guarantor, does not have sufficient Net Assets to maintain its registered share capital, any
and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is
significantly lower than the market value of the assets if such asset is not necessary for the
German GmbH Guarantor’s, or in the case of a German GmbH & Co. KG Guarantor its general partner’s
and the German GmbH & Co. KG Guarantor’s, business (betriebsnotwendig).




          SECTION 3.04. Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall
continue to be effective or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any Obligation is rescinded or must otherwise be restored by the Collateral Agent or
any other Secured Party upon the bankruptcy or reorganization of any Borrower, any other Credit
Party or otherwise.




          SECTION 3.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in
limitation of any other right that the Collateral Agent or any other Secured Party has at law or in
equity against any Guarantor by virtue hereof, upon the failure of any Borrower or any other Credit
Party to pay any Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will
forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable
Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any
sums to the Collateral Agent as provided above, all rights of such Guarantor against any Borrower
or any other Credit Party arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subordinate to the Obligations of
such Borrower or Credit Party on the terms set forth in Article IX.




          SECTION 3.06. Information. Each Guarantor assumes all responsibility for being and keeping
itself informed of each relevant Borrower’s and each other relevant Credit Party’s financial
condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the
Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs
hereunder, and agrees that none of the Collateral Agent or the other Secured Parties will have any
duty to advise such Guarantor of information known to it or any of them regarding such
circumstances or risks.




          SECTION 3.07. Indemnity and Subrogation. (a) In addition to all such rights of indemnity and
subrogation as the US Guarantors may have under applicable law (but subject to paragraph (c)
below), the Company and each Borrower agrees that in the event a payment shall be made by any US
Guarantor under this Agreement in respect of an Obligation of any Borrower, the Company and such
Borrower shall indemnify such US Guarantor for the full amount of such payment and such US
Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made
to the extent of such payment.




          (b) Each US Guarantor, other than the Company, that has guaranteed the Obligations (a
“Contributing Party”) agrees (subject to paragraph (c) below) that, in the event a payment shall be
made by any other US Guarantor (other than the Company) hereunder in respect of the Obligations and
such other US Guarantor (the “Claiming





 









 








  9




Party”) shall not have been fully indemnified by the Company or the applicable Borrower as
provided in paragraph (a) above, the Contributing Party shall indemnify the Claiming Party in an
amount equal to the amount of such payment multiplied by a fraction of which the numerator shall be
the net worth of the Contributing Party and the denominator shall be the aggregate net worth of all
the US Guarantors, other than the Company. For the purposes of the previous sentence, the net
worth of each US Guarantor shall be determined on the Effective Date (or, in the case of any US
Guarantor becoming a US Guarantor after the date hereof, the date on which such US Guarantor shall
have become a US Guarantor). Any Contributing Party making any payment to a Claiming Party
pursuant to this Section shall be subrogated to the rights of such Claiming Party under paragraph
(a) above to the extent of such payment.




          (c) Notwithstanding any provision of this Agreement to the contrary, all rights of the US
Guarantors under paragraphs (a) and (b) above and all other rights of indemnity, contribution or
subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible
payment in full in cash of the Obligations, and no US Guarantor shall seek to enforce any of such
rights until the Obligations have been paid in full. No failure on the part of the Company, any
Borrower or any US Guarantor to make the payments required by paragraphs (a) and (b) above (or any
other payments required under applicable law or otherwise) shall in any respect limit the
obligations and liabilities of any US Guarantor with respect to its obligations hereunder, and each
US Guarantor shall remain liable for the full amount of the obligations of such US Guarantor
hereunder.




ARTICLE IV




Security Documents Subject to this Agreement




          The Grantors have entered into or are entering into the Security Documents, and may in the
future enter into additional Security Documents, under which they have pledged or are pledging and
creating security interests in Equity Interests and other assets owned by them to secure the
obligations and other liabilities referred to in the relevant Security Documents. The parties to
the Security Documents agree to observe and be bound by the following provisions: (i) the
provisions of Section 5.03 (governing the distribution of the proceeds realized from the exercise
of remedies under the Security Documents); (ii) the provisions of Article VI (governing the manner
in which Acts of the Secured Parties are to be evidenced and the manner in which the amounts of the
Obligations at any time are to be determined); (iii) the provisions of Articles VIII and IX
(relating to the duties and responsibilities of the Collateral Agent); and (iv) the provisions of
Section 11.13 (providing for releases of Guarantees of and Collateral securing the Obligations).




 









 








  10




ARTICLE V




Remedies




          SECTION 5.01. Remedies Upon Default. Upon the occurrence and during the continuance of an
Event of Default and the receipt by the Collateral Agent of instructions from the Majority Lenders
instructing it to exercise remedies, to the extent permitted by law (a) the Collateral Agent may
demand that each Grantor deliver each item of Collateral owned or held by it to the Collateral
Agent, and each Grantor agrees so to deliver all such Collateral, and (b) the Collateral Agent
shall have the right to take any of or all the following actions at the same or different times
with respect to any Collateral: (i) with respect to any Collateral consisting of Intellectual
Property, on demand, to cause its security interest in such Collateral to become an assignment,
transfer and conveyance of any of or all such Collateral by the applicable Grantors on such terms
and conditions and in such manner as the Collateral Agent shall determine (other than in violation
of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and
(ii) with or without legal process and with or without prior notice or demand for performance, to
take possession of the Collateral and without liability for trespass to enter any premises where
the Collateral may be located for the purpose of taking possession of or removing the Collateral
and, generally, to exercise any and all rights afforded to a secured party under any applicable
law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral
Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or
otherwise dispose of all or any part of the Collateral at a public or private sale or at any
broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale
of securities (if it deems it advisable to do so), to the extent permitted by law, to restrict the
prospective bidders or purchasers to Persons who will represent and agree that they are purchasing
the Collateral for their own account for investment and not with a view to the distribution or sale
thereof, and upon consummation of any such sale the Collateral Agent shall have the right to
assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each
such purchaser at any sale of Collateral shall (to the extent permitted by law) hold the property
sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby
waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such
Grantor now has or may at any time in the future have under any rule of law or statute now existing
or hereafter enacted.




          SECTION 5.02. Exercise of Remedies under Security Documents. The Collateral Agent shall also
have the right to exercise remedies provided for in each Security Document upon the occurrence and
during the continuance of an Event of Default and the receipt by the Collateral Agent of
instructions from the Majority Lenders instructing it to exercise remedies.




          SECTION 5.03. Application of Proceeds. Unless otherwise required by applicable law, the
Collateral Agent shall apply the proceeds of the collection or sale of




 









 








  11




any Collateral securing any Obligations, including any Collateral consisting of cash, as
follows:





            FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in
connection with such collection or sale or otherwise in connection with this Agreement or
any other Credit Document (in each case, insofar as they evidence, govern, secure or
otherwise relate to such Obligations), or otherwise in connection with any of such
Obligations, including all court costs and the fees and expenses of its agents and legal
counsel, the repayment of all advances made by the Collateral Agent hereunder or under any
other Credit Document (in each case, insofar as they relate to such Obligations) on behalf
of any Grantor and any other costs or expenses incurred in connection with the exercise of
any right or remedy hereunder or under any other Credit Document (in each case, insofar as
they relate to such Obligations) at the direction or for the benefit of holders of such
Obligations;




            SECOND, to the payment of all such Obligations as shall be owed to the Administrative
Agent or any Issuing Bank;




            THIRD, to the payment in full of the other Obligations secured by such Collateral in
accordance with the relative priorities of the Liens on such Collateral securing such
Obligations as set forth herein and in the Security Documents, with Obligations secured by
Liens of a higher priority being paid in full before any distribution is made in respect of
Obligations secured by Liens of a lower priority (and, as between Obligations secured by
Liens of the same priority, ratably in accordance with the amounts of such Obligations on
the date of such application); and




            FOURTH, to the applicable Grantors, their successors or assigns, or as a court of
competent jurisdiction may otherwise direct.



          The Collateral Agent shall have absolute discretion as to the time of application of any such
proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the
Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of the purchase money paid
over to the Collateral Agent or such officer or be answerable in any way for the misapplication
thereof. Notwithstanding the provisions of clause THIRD above, any Collateral consisting of cash
deposited to collateralize Letter of Credit reimbursement obligations pursuant to the Credit
Agreement will be applied first against such reimbursement obligations, except as otherwise
provided in the Credit Agreement.




          SECTION 5.04. Registration. Each Grantor agrees that, upon the occurrence and during the
continuance of an Event of Default, if for any reason the Collateral Agent desires to sell any of
the Pledged Collateral at a public sale, to the extent




 









 








  12




permitted by applicable law it will, at any time and from time to time, to the extent
permitted by law, upon the written request of the Collateral Agent, use its best efforts to take or
to cause the issuer of such Pledged Collateral to take such action and prepare, distribute and/or
file such documents, as are required or advisable in the reasonable opinion of counsel for the
Collateral Agent to permit the public sale of such Pledged Collateral under applicable law. Each
Grantor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other
Secured Party, any underwriter and their respective officers, directors, affiliates and controlling
persons from and against all loss, liability, expenses, costs of counsel (including, without
limitation, reasonable fees and expenses of the Collateral Agent’s legal counsel), and claims
(including the costs of investigation) that they may incur insofar as such loss, liability, expense
or claim arises out of or is based upon any alleged untrue statement of a material fact contained
in any prospectus (or any amendment or supplement thereto) or in any notification or offering
circular relating to the offering for sale of any Pledged Collateral, or arises out of or is based
upon any alleged omission to state a material fact required to be stated therein or necessary to
make the statements in any thereof not misleading, except insofar as the same may have been caused
by any untrue statement or omission based upon information furnished in writing to such Grantor or
the issuer of such Pledged Collateral by the Collateral Agent or any other Secured Party expressly
for use therein. Each Grantor further agrees, upon such written request referred to above, to use
its best efforts to qualify, file or register, or cause the issuer of such Pledged Collateral to
qualify, file or register, any of the Pledged Collateral under the securities laws of such
jurisdictions as may be requested by the Collateral Agent and keep effective, or cause to be kept
effective, all such qualifications, filings or registrations. Each Grantor will bear all costs and
expenses of carrying out its obligations under this Section. Each Grantor acknowledges that there
is no adequate remedy at law for failure by it to comply with the provisions of this Section and
that such failure would not be adequately compensable in damages, and therefore agrees that its
agreements contained in this Section may be specifically enforced.




ARTICLE VI




Amounts of Obligations




          SECTION 6.01. Acts of Secured Parties and Administrative Agent. Any request, demand,
authorization, direction, notice, consent, waiver or other action permitted or required by this
Agreement to be given or taken by any Secured Party may be, and at the request of the Collateral
Agent shall be, embodied in and evidenced by one or more instruments reasonably satisfactory in
form to the Collateral Agent and signed by such Secured Party or Administrative Agent, acting
individually or on behalf of the applicable Secured Parties, as the case may be, and, except as
otherwise expressly provided in any such instrument, any such action shall become effective when
such instrument or instruments shall have been delivered to the Collateral Agent as provided
herein. The instrument or instruments evidencing any action (and the action embodied therein and
evidenced thereby) are sometimes referred to herein as an “Act” of the persons signing such
instrument or instruments. All Acts hereunder on the part of any




 









 








  13




Secured Parties shall be taken on their behalf by the Administrative Agent. The Collateral
Agent shall be entitled to rely absolutely upon an Act of an Administrative Agent if such Act
purports to be taken by or on behalf of the Secured Parties, and nothing in this Section or
elsewhere in this Agreement shall be construed to require such Administrative Agent to demonstrate
that it has been authorized by the Secured Parties thereunder to take any action that it purports
to be taking, the Collateral Agent being entitled to rely conclusively without any independent
investigation whatsoever, and being fully protected in so relying, on any Act of such
Administrative Agent.




          SECTION 6.02. Amounts of Obligations. Whenever the Collateral Agent is required to determine
the existence or amount of any of the Obligations for any purposes of this Agreement, it shall
request written certification of such existence or amount from the Administrative Agent, and shall
be entitled to make such determination on the basis of such certification; provided, however, that
if, notwithstanding the request of the Collateral Agent, the Administrative Agent shall fail or
refuse reasonably promptly to certify as to the existence or amount of any Obligation or the
existence of any Event of Default, the Collateral Agent shall be entitled to determine such
existence or amount by such method as the Collateral Agent may, in the exercise of its good faith
judgment, determine, including by reliance upon a certificate of the Company. The Collateral Agent
may rely conclusively, and shall be fully protected in so relying, on any determination made by it
in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of
competent jurisdiction) and shall have no liability to the Company, any other Borrower, Guarantor
or Grantor, any holder of any Secured Obligation or any other person as a result of such
determination.




ARTICLE VII




Indemnity, Subrogation and Subordination




          SECTION 7.01. Indemnity and Subrogation. In addition to all such rights of indemnity and
subrogation as the Grantors and Guarantors may have under applicable law (but subject to Section
7.02), the Company and each other Borrower agrees that (a) in the event a payment shall be made by
any Guarantor under this Agreement in respect of an Obligation of any Borrower, the Company and
such Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor
shall be subrogated to the rights of the Person to whom such payment shall have been made to the
extent of such payment and (b) in the event any assets of any Grantor shall be sold pursuant to
this Agreement or any Security Document to satisfy in whole or in part an Obligation of any
Borrower, the Company and such Borrower shall indemnify such Grantor in an amount equal to the
greater of the book value or the fair market value of the assets so sold.




          SECTION 7.02. Subordination. Notwithstanding any provision of this Agreement to the contrary,
all rights of the Guarantors and Grantors under Section 7.01 and all other rights of indemnity,
contribution or subrogation under applicable law or otherwise shall be fully subordinated to the
indefeasible payment in full in cash of the




 









 








  14




Obligations, and no Guarantor or Grantor shall seek to enforce any of such rights until the
Obligations have been paid in full. No failure on the part of any Borrower or any Guarantor or
Grantor to make the payments required by Section 7.01 (or any other payments required under
applicable law or otherwise) shall in any respect limit the obligations and liabilities of any
Guarantor or Grantor with respect to its obligations hereunder, and each Guarantor and Grantor
shall remain liable for the full amount of the obligations of such Guarantor or Grantor hereunder.




ARTICLE VIII




Duties of Collateral Agent




          SECTION 8.01. Actions Under This Agreement. (a) The Collateral Agent shall not be obligated
to take any action under this Agreement or any Security Document except for the performance of such
duties as are specifically set forth herein and therein. Subject to the provisions of Article IX
of this Agreement and to the succeeding provisions of this Section, the Collateral Agent shall take
such actions, and only such actions, under this Agreement and the Security Documents with respect
to any Collateral as are requested by the Administrative Agent, on behalf of the Majority Lenders,
under the Credit Agreement and as are not inconsistent with or contrary to the provisions of this
Agreement, any Security Document or the Credit Agreement, as well as ministerial and/or
administrative actions required or permitted by this Agreement and the Security Documents.




          (b) The holders of the Miscellaneous Obligations shall not be entitled to, and shall not, (i)
direct the actions of the Collateral Agent hereunder, (ii) take any action, or commence any legal
proceeding seeking, to require, compel or cause the Collateral Agent to enforce any provisions of
this Agreement against any Guarantor or Grantor or to exercise any remedy hereunder, (iii) take any
action, or commence any legal proceeding seeking, to prevent or enjoin the Collateral Agent from
taking any action (including, without limitation, the enforcement of any provisions of this
Agreement against any Guarantor or Grantor, the exercise of any remedy hereunder, the release of
any Guarantee or Collateral hereunder or the consent to any amendment or modification of this
Agreement or the grant of any waiver hereunder), or refraining from taking any such action, in
accordance with this Agreement or (iv) take any action, or commence any legal proceeding seeking,
to delay, hinder or otherwise impair the Collateral Agent in taking any such action in accordance
with this Agreement. By their acceptance of the benefits of this Agreement and the Security
Documents, the holders of the Miscellaneous Obligations will be deemed to have acknowledged and
agreed to the provisions of the preceding sentence, and to have acknowledged that such provisions
are being relied upon by the other Secured Parties.




          (c) THE COLLATERAL AGENT HAS CONSENTED TO SERVE AS COLLATERAL AGENT HEREUNDER ON THE EXPRESS
UNDERSTANDING, AND THE HOLDERS OF THE OBLIGATIONS, BY ACCEPTING THE BENEFITS OF THIS AGREEMENT,
SHALL BE DEEMED TO HAVE AGREED, THAT THE




 









 








  15




COLLATERAL AGENT SHALL HAVE NO DUTY AND SHALL OWE NO OBLIGATION OR RESPONSIBILITY (FIDUCIARY
OR OTHERWISE) TO THE HOLDERS OF ANY OBLIGATIONS, OTHER THAN THE DUTY TO PERFORM ITS EXPRESS
OBLIGATIONS UNDER THIS AGREEMENT IN ACCORDANCE WITH THEIR TERMS, SUBJECT IN ALL EVENTS TO THE
PROVISIONS OF ARTICLE VIII AND THE OTHER PROVISIONS OF THIS AGREEMENT LIMITING THE RESPONSIBILITY
OR LIABILITY OF THE COLLATERAL AGENT HEREUNDER. WITHOUT LIMITING THE FOREGOING, THE HOLDERS OF THE
MISCELLANEOUS OBLIGATIONS, BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE SECURITY DOCUMENTS,
SHALL BE DEEMED TO HAVE WAIVED ANY RIGHT THEY MIGHT HAVE, UNDER APPLICABLE LAW OR OTHERWISE, TO
COMPEL THE SALE OR OTHER DISPOSITION OF ANY COLLATERAL, AND ANY OBLIGATION THE COLLATERAL AGENT
MIGHT HAVE, UNDER APPLICABLE LAW OR OTHERWISE, TO OBTAIN ANY MINIMUM PRICE FOR ANY COLLATERAL UPON
THE SALE THEREOF, IT BEING EXPRESSLY UNDERSTOOD, AND THE AVAILABILITY OF THE BENEFITS OF THIS
AGREEMENT TO THE HOLDERS OF THE MISCELLANEOUS OBLIGATIONS BEING CONDITIONED UPON THE
UNDERSTANDING, THAT THE SOLE RIGHT OF THE HOLDERS OF THE MISCELLANEOUS OBLIGATIONS SHALL BE TO
RECEIVE THEIR RATABLE SHARE OF ANY PROCEEDS OF COLLATERAL IN ACCORDANCE WITH AND SUBJECT TO THE
PROVISIONS OF THIS AGREEMENT.




ARTICLE IX




Concerning the Collateral Agent




          SECTION 9.01. Limitations on Responsibility of Collateral Agent. The Collateral Agent shall
not be responsible in any manner whatsoever for the correctness of any recitals, statements,
representations or warranties contained herein or in any Security Document. The Collateral Agent
makes no representation as to the value or condition of the Collateral or any part thereof, as to
the title of any Grantor to the Collateral, as to the security afforded by this Agreement or any
Security Document or as to the validity, execution, enforceability, legality or sufficiency of this
Agreement or any Security Document, and the Collateral Agent shall incur no liability or
responsibility in respect of any such matters. The Collateral Agent shall not be responsible for
insuring the Collateral, for the payment of taxes, charges, assessments or Liens upon the
Collateral or otherwise for the maintenance of the Collateral, except as provided in the
immediately following sentence when the Collateral Agent has possession or control of the
Collateral. Except as otherwise provided herein, the Collateral Agent shall have no duty to the
Grantors or to the holders of the Obligations as to any Collateral in its possession or control or
in the possession or control of any agent or nominee of the Collateral Agent or any income thereon
or as to the preservation of rights against prior parties or any other rights pertaining thereto,
except the duty to accord such Collateral the same care that it normally accords to its own assets
and the duty to account for moneys received by it. The Collateral Agent shall not be required to
ascertain or inquire as to the performance




 









 








  16




by any Borrower, Guarantor or Grantor of any of the covenants or agreements contained herein
or in any other agreement. Neither the Collateral Agent nor any officer, agent or representative
thereof shall be personally liable for any action taken or omitted to be taken by any such person
in connection with this Agreement or any Security Document except for such Person’s own gross
negligence or wilful misconduct (it being understood that any action taken in accordance with the
terms of this Agreement or any Security Document by the Collateral Agent or any such officer, agent
or representative at the direction or instruction of the Administrative Agent or the Majority
Lenders under the Credit Agreement (or not taken, in the absence of any such directions or
instructions) shall not constitute gross negligence or wilful misconduct). Neither the Collateral
Agent nor any officer, agent or representative thereof shall be personally liable for any action
taken by any such Person in accordance with any notice given by the Administrative Agent or the
Majority Lenders under the Credit Agreement hereunder or under any Security Document even if, at
the time such action is taken by any such Person, the Administrative Agent or the Lenders which
gave the notice to take such action shall no longer be the Administrative Agent or the Majority
Lenders under the Credit Agreement or the Secured Parties on behalf of which such notice was given
are no longer the Secured Parties. The Collateral Agent may execute any of the powers granted
under this Agreement and perform any duty hereunder either directly or by or through agents or
attorneys-in-fact.




          SECTION 9.02. Reliance by Collateral Agent; Indemnity Against Liabilities, etc. (a) Whenever
in the performance of its duties under this Agreement or any Security Document the Collateral Agent
shall deem it necessary or desirable that a matter be proved or established with respect to any
Grantor or any other person in connection with the taking, suffering or omitting of any action
hereunder by the Collateral Agent, such matter may be conclusively deemed to be proved or
established by a certificate executed by an officer of such Person which is believed by the
Collateral Agent to be genuine and to have been signed or sent by the proper Person, and the
Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in
reliance thereon.




          (b) The Collateral Agent may consult with counsel and shall not incur any liability in taking
any action hereunder or under any Security Document in good faith in accordance with any advice of
such counsel. The Collateral Agent shall have the right but not the obligation at any time to seek
instructions concerning the administration of this Agreement or any Security Document, the duties
created hereunder or the Collateral from any court of competent jurisdiction.




          (c) The Collateral Agent shall not incur any liability in relying upon any resolution,
statement, certificate, instrument, opinion, report, notice, request, consent, order or other paper
or document which it in good faith believes to be genuine and to have been signed or presented by
the proper party. The Collateral Agent may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any certificate or opinions that are
believed by the Collateral Agent to be genuine and signed or furnished by the proper Person
furnished to the Collateral Agent in connection with this Agreement or any Security Document.




 









 








  17




          (d) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect
notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Agent
shall have received written notice thereof from the Administrative Agent. The Collateral Agent
shall have no obligation whatsoever either prior to or after receiving such a notice that is
believed by the Collateral Agent to be genuine and to have been signed or sent by the proper Person
to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely
conclusively, and shall be fully protected in so relying, on any such notice so furnished to it.




          (e) If the Collateral Agent has been requested to take any specific action by the
Administrative Agent pursuant to any provision of this Agreement or any Security Document, the
Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested
in it by this Agreement or such Security Document in the manner so requested unless it shall have
been provided indemnity by the Secured Parties on whose behalf such request shall have been made
reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by
it in compliance with such request or direction.




          SECTION 9.03. Resignation and Removal of the Collateral Agent. The Collateral Agent may at
any time, by giving 30 days’ prior written notice to the Company and the Administrative Agent,
resign and be discharged from the responsibilities hereby created, such resignation to become
effective upon the appointment of a successor by the Administrative Agent with, so long as no Event
of Default has occurred and is continuing, the consent of the Company (such consent not to be
unreasonably withheld) and the acceptance of such appointment by such successor. If no successor
shall be appointed and approved within 30 days after the date of any such resignation, the
Collateral Agent may apply to any court of competent jurisdiction to appoint a successor to act
until a successor shall have been appointed as above provided or may, on behalf of the Secured
Parties, appoint a successor Collateral Agent which shall be a bank with an office in New York, New
York having a combined capital and surplus of at least $500,000,000.




          SECTION 9.04. Expenses and Indemnification. By accepting the benefits of this Agreement, each
of the Lenders severally agrees (i) to reimburse the Collateral Agent, on demand, in the amount of
its pro rata share from time to time (based on the amount of the Loans, LC Exposures and unused
Commitments of such Lender), of any expenses referred to in this Agreement or in any Security
Document securing Obligations owed to such Lender and/or any other expenses incurred by the
Collateral Agent in connection with the enforcement and protection of the rights of the Collateral
Agent and the Secured Parties which shall not have been paid or reimbursed by the Company or any
other Borrower, Grantor or Guarantor or paid from the proceeds of Collateral as provided herein and
(ii) to indemnify and hold harmless the Collateral Agent and its Affiliates and its and their
respective directors, officers, employees, agents and attorneys (each, an “Indemnified Party”), on
demand, in the amount of such pro rata share, from and against any and all liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements referred to in this Agreement and/or incurred by the Collateral Agent in connection
with this Agreement or the Security Documents or the





 









 








  18




enforcement and protection of the rights of the Secured Parties, to the extent the same shall
not have been reimbursed by the Company or any other Borrower, Grantor or Guarantor or paid from
the proceeds of Collateral as provided herein; provided, in each case, that no Secured Party shall
be liable to any Indemnified Party for any portion of such expenses, liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the gross negligence or wilful misconduct of such Person.




ARTICLE X




Subordination of Intercompany Indebtedness




          SECTION 10.01. Subordination. To the fullest extent permitted under law, the Company and each
other Grantor and Guarantor hereby agrees that all Intercompany Indebtedness owed to it by any
Intercompany Obligor is hereby expressly subordinated, to the extent and in the manner set forth in
this Article IX, to the payment in full in cash of all Obligations of such Intercompany Obligor.




          SECTION 10.02. Dissolution or Insolvency. Upon any dissolution, winding up, liquidation or
reorganization of any Intercompany Obligor, whether in bankruptcy, insolvency, reorganization,
arrangement or receivership proceedings or otherwise, or upon any assignment for the benefit of
creditors or any other marshalling of the assets and liabilities of any Intercompany Obligor, or
otherwise, to the extent permitted by applicable law:




          (a) the applicable Secured Parties shall, as between such Secured Parties and the Company or
any other Grantor or Guarantor, first be entitled to receive payment in full in cash of the
Obligations of such Intercompany Obligor in accordance with the terms of such Obligations before
the Company or such Grantor or Guarantor shall be entitled to receive any payment on account of the
Intercompany Indebtedness of such Intercompany Obligor, whether as principal, interest or
otherwise; and




          (b) any payment by, or distribution of the assets of, such Intercompany Obligor of any kind or
character, whether in cash, property or securities, to which the Company or any other Grantor or
Guarantor would be entitled except for the provisions of clause (a) above shall, upon receipt by
the Company or such Grantor or Guarantor, be held in trust (or in a compte de sequestre, if
applicable) for the applicable Secured Parties and promptly paid or delivered directly to the
Collateral Agent for the benefit of such Secured Parties to the extent necessary to make payment in
full in cash of all such Obligations remaining unpaid, after giving effect to any concurrent
payment or distribution to such Secured Parties in respect of such Obligations.




          SECTION 10.03. Subrogation. Subject to (and only upon) the prior indefeasible payment in full
in cash of all the Obligations, the Company or any other Grantor or Guarantor holding Intercompany
Indebtedness of such Intercompany Obligor shall be subrogated to the rights of the applicable
Secured Parties to receive payments or






 









 








  19




distributions in cash, property or securities applicable to such Obligations until all amounts
owing on the Intercompany Indebtedness of such Intercompany Obligor shall be paid in full, and as
between and among such Intercompany Obligor, its creditors (other than its Secured Parties) and the
Company or any other Grantor or Guarantor holding Intercompany Indebtedness of such Intercompany
Obligor, no such payment or distribution made to the Secured Parties by virtue of this Agreement
that otherwise would have been made to the Company or any other Grantor or Guarantor in respect of
such Intercompany Indebtedness shall be deemed to be a payment by such Intercompany Obligor on
account of such Intercompany Indebtedness.




          SECTION 10.04. Other Creditors. Nothing contained in this Article is intended to or shall
impair, as between and among any Intercompany Obligor, its creditors (other than the Secured
Parties) and the Company or any other Grantor or Guarantor holding Intercompany Indebtedness of
such Intercompany Obligor, the obligations of such Intercompany Obligor to pay its Intercompany
Indebtedness as and when the same shall become due and payable in accordance with the terms
thereof, or affect the relative rights of the Company or any other Grantor or Guarantor holding
Intercompany Indebtedness of such Intercompany Obligor and the creditors of such Intercompany
Obligor (other than the Secured Parties).




          SECTION 10.05. No Waiver. No right of any Secured Party to enforce this Article shall at any
time or in any way be prejudiced or impaired by any act or failure to act on the part of any of the
Collateral Agent, the other Secured Parties, or any Intercompany Obligor, or by any noncompliance
by any Intercompany Obligor with the terms, provisions and covenants contained in this Agreement,
any Security Document or the Credit Agreement, and the Secured Parties are hereby expressly
authorized to extend, renew, increase, decrease, modify or amend the terms of the Obligations or
any security therefor, and to release, sell or exchange any such security and otherwise deal freely
with any Intercompany Obligor, all without notice to or consent of the Company or any other Grantor
or Guarantor and without affecting the liabilities and obligations of the parties hereto.




          SECTION 10.06. Obligations Hereunder Not Affected. (a) All rights and interests of the
Secured Parties under this Article, and all agreements and obligations of the Company and each
other Grantor or Guarantor under this Article, shall remain in full force and effect irrespective
of:





            (i) any lack of validity or enforceability of the Credit Agreement;




            (ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or
consent to departure from the Credit Agreement;




            (iii) any exchange, release or nonperfection of any security interest in any
Collateral, or any release or amendment or waiver of or consent to departure from
any Guarantee, in respect of all or any of the Obligations; or



 









 





  20





            (iv) any other circumstance that might otherwise constitute a defense
available to, or a discharge of, any Intercompany Obligor in respect of Obligations
or of the Company or any Grantor or Guarantor in respect of the agreements
contained in this Article.



          (b) The agreements contained in this Article shall continue to be effective or be reinstated,
as the case may be, if at any time any payment of the Obligations or any part thereof is rescinded
or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or
reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been
made.




          (c) The Company and each Grantor and Guarantor hereby agree that the Secured Parties may,
without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor
hereunder, from time to time to (i) renew, compromise, extend, increase, accelerate or otherwise
change the time for payment of, or otherwise change the terms of, the Obligations or any part
thereof and (ii) exercise or refrain from exercising any rights against any Intercompany Obligor or
any other Person.




ARTICLE XI




Miscellaneous




          SECTION 11.01. Notices. All communications and notices hereunder shall (except as otherwise
expressly permitted herein) be given as provided in the Credit Agreement. All communications and
notices hereunder to any Grantor or Guarantor other than the Company shall be given to it in care
of the Company as provided in the Credit Agreement.




          SECTION 11.02. Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any
Secured Party in exercising any right or power hereunder or under any other Credit Document 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 Collateral Agent and the Secured Parties hereunder and under the other Credit Documents 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 any Credit Party therefrom
shall in any event be effective unless the same shall be permitted by paragraph (b) of this
Section, 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, no extension of
credit by any Secured Party under the Credit Agreement or otherwise shall be construed as a waiver
of any default hereunder, regardless of whether the Collateral Agent or any Secured Party may have
had notice or knowledge of such default at the time. No notice or demand on any Credit Party in
any case shall




 









 








  21




entitle such Credit Party to any other or further notice or demand in similar or other
circumstances.




          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the
Credit Party or Credit Parties with respect to which such waiver, amendment or modification is to
apply, subject to any consent required under the Credit Agreement.




          SECTION 11.03. Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto
agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred
hereunder as provided in the Credit Agreement.




          (b) Without limitation of its indemnification obligations under the other Credit Documents,
each Grantor and each Guarantor, to the fullest extent permitted under law, jointly and severally
agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in the Credit
Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable fees, charges and disbursements of any
counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of the
execution, delivery or performance of this Agreement or any agreement or instrument contemplated
hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing or to
the Collateral, whether or not 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 from the breach of any of its obligations set forth in any Credit Document.




          (c) The provisions of this Section shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Credit Document, the consummation of
the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Credit Document, or any
investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts
due under this Section shall be payable promptly after written demand therefor.




          SECTION 11.04. Benefit of Agreement; Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto (as well as of the Lenders
from time to time under the Credit Agreement and any Affiliates of Lenders, former Lenders or
Affiliates of former Lenders that shall hold Miscellaneous Obligations, all of which Affiliates of
Lenders, former Lenders or Affiliates of former Lenders are intended to be third party
beneficiaries of this Agreement) and the respective successors and assigns of all the foregoing
Persons. All covenants, promises and agreements by or on behalf of any Guarantor or Grantor or the
Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns.




 









 








  22




          SECTION 11.05. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Credit Parties in the Credit Documents and in the certificates or other
instruments prepared or delivered in connection with or pursuant to this Agreement or any other
Credit Document shall be considered to have been relied upon by the Lenders and shall survive the
execution and delivery of the Credit Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any Lender or on its behalf and
notwithstanding that the Collateral Agent or any Secured Party may have had notice or knowledge of
any Default or incorrect representation or warranty at the time any credit is extended under the
Credit Agreement or otherwise, and shall, subject to Section 11.13, 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 any Credit Document is outstanding and unpaid or any Letter of Credit is
outstanding or any Swap Agreement under which Miscellaneous Obligations are outstanding remains in
effect (unless the Miscellaneous Obligations under such Swap Agreement shall have been guaranteed
and secured or the applicable counterparty shall have agreed otherwise as provided in Section
11.13(a)(v)), and so long as the Commitments under the Credit Agreement have not expired or
terminated.




          SECTION 11.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed
in counterparts, each of which shall constitute an original but all of which when taken together
shall constitute a single contract, and shall become effective as provided in this Section.
Delivery of an executed signature page to this Agreement by facsimile transmission shall be as
effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall
become effective as to any Credit Party when a counterpart hereof executed on behalf of such Credit
Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been
executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Credit Party
and the Collateral Agent and their respective permitted successors and assigns, and shall inure to
the benefit of such Credit Party, the Collateral Agent and the other Secured Parties and their
respective successors and assigns, except that no Credit Party shall have the right to assign or
transfer its rights or obligations hereunder (and any such assignment or transfer shall be void)
except as expressly contemplated by this Agreement. This Agreement shall be construed as a
separate agreement with respect to each Credit Party and may be amended, modified, supplemented,
waived or released with respect to any Credit Party without the approval of any other Credit Party
and without affecting the obligations of any other Credit Party hereunder.




          SECTION 11.07. 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. The
parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.




 









 








  23




          SECTION 11.08. Right of Set-Off. If an Event of Default shall have occurred and be continuing
and the Loans shall have become due and payable pursuant to Article VII of the Credit Agreement,
each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at any time owing by
such Lender or Affiliate to or for the credit or the account of any Credit Party against any of and
all the obligations of such Credit Party now or hereafter existing under this Agreement or any
other Credit Document and owed to such Lender, irrespective of whether or not such Lender shall
have made any demand under this Agreement and although such obligations may be unmatured. The
rights of each Lender under this Section are in addition to other rights and remedies (including
other rights of set-off) that such Lender may have.




          SECTION 11.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This
Agreement shall be construed in accordance with and governed by the law of the State of New York.




          (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in
New York County and of the United States District Court of the Southern District of New York, and
any appellate court from any thereof, in any action or proceeding arising out of or relating to
this Agreement or any other Credit Document, 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 or any other Credit Document shall affect any right that any party hereto may otherwise
have to bring any action or proceeding relating to this Agreement or any other Credit Document in
the courts of any jurisdiction.




          (c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement or any
other Credit Document 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 11.01. Nothing in this Agreement or any other Credit Document will
affect the right of any party to this Agreement to serve process in any other manner permitted by
law.




          SECTION 11.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY




 









 








  24




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, ANY OTHER CREDIT DOCUMENT 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 11.11. 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 are not to affect the
construction of, or to be taken into consideration in interpreting, this Agreement.




          SECTION 11.12. Security Interest Absolute. The pledges and security interests created by the
Security Documents shall be absolute and unconditional irrespective of (a) any lack of validity or
enforceability of the Credit Agreement, any other Credit Document, any agreement with respect to
any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b)
any change in the time, manner or place of payment of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure from the Credit
Agreement, any other Credit Document or any other agreement or instrument, (c) any exchange,
release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of
or consent under or departure from any guarantee, securing or guaranteeing all or any of the
Obligations, or (d) any other circumstance that might otherwise constitute a defense available to,
or a discharge of, any Grantor or Guarantor in respect of the Obligations or this Agreement.




          SECTION 11.13. Termination or Release. (a) All pledges, security interests and Liens created
under the Security Documents shall be automatically released when (i) the principal of all Loans,
all accrued interest and fees and all other Obligations (other than Miscellaneous Obligations) due
and owing under the Credit Agreement have been paid in full, (ii) the Lenders have no further
commitment to lend under the Credit Agreement, (iii) the LC Exposure has been reduced to zero and
(iv) the Issuing Banks have no further obligation to issue Letters of Credit; provided that all
pledges, security interests and Liens created hereunder and under the Security Documents for the
benefit of each Miscellaneous Obligation shall remain in effect or, if the Credit Agreement is
refinanced or replaced, shall be secured on a ratable basis with the obligations under such
refinancing or replacement of the Credit Agreement, until such time as such Miscellaneous
Obligation has been terminated or expired and all obligations in respect thereof paid in full
unless the counterparty in respect of such Miscellaneous Obligation shall have expressly agreed
under the governing documentation therefor or otherwise in writing that such pledges, security
interests and Liens shall be released prior to such time.




 









 








  25




          (b) Subject to paragraph (d) below, a Subsidiary shall automatically be released from its
obligations as a Grantor or Guarantor hereunder and under each Security Document, and all pledges
under any Security Document of and security interests created under any Security Document in the
Collateral of such Subsidiary shall be automatically released, upon the consummation of any
transaction permitted by this Agreement and the Credit Agreement as a result of which such
Subsidiary ceases to be a Subsidiary; provided that any consent to such transaction
required by the Credit Agreement shall have been obtained and the terms of such consent shall not
provide otherwise.




          (c) Subject to paragraph (d) below, upon any sale or other transfer of any Collateral
permitted under this Agreement and the Credit Agreement by any Grantor to any Person other than the
Company or a Subsidiary, or upon the effectiveness of any written consent to the release of any
pledge or security interest created by any Security Document in respect of any Collateral pursuant
to and in accordance with the requirements of the Credit Agreement, all pledges, security interests
and Liens created under any Security Document of, in or on such Collateral shall be automatically
released.




          (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the
Collateral Agent shall execute and deliver to each applicable Grantor, at such Grantor’s expense,
all documents that such Grantor shall reasonably request to evidence such termination or release.
Any execution and delivery of documents pursuant to this Section shall be without recourse to or
representation or warranty by the Collateral Agent. Notwithstanding paragraph (b) or (c) above, in
the case of any Lien on any Equity Interests or the grant of any Lien on real property, such Lien
shall not be released until the Collateral Agent executes and delivers to the applicable Grantor a
written consent to such release. The Collateral Agent agrees to execute and deliver any such
written consent required by the immediately preceding sentence that is requested by the applicable
Grantor in accordance with the provisions of this Section in connection with the consummation of
any transaction permitted by this Agreement and the Credit Agreement.




          SECTION 11.14. Additional Grantors and Guarantors. (a) Upon execution and delivery by the
Collateral Agent and a Subsidiary of an instrument in a form agreed to by the Collateral Agent and
Goodyear (an “Additional Subsidiary Agreement”), such Subsidiary shall become a party hereto and a
Grantor and a Guarantor hereunder to the extent set forth in such Additional Subsidiary Agreement
and shall, to the extent applicable, guarantee and create pledges of and security interests in its
assets to secure the Obligations set forth in such Additional Subsidiary Agreement with the same
force and effect as if originally named as a Grantor or Guarantor herein. The execution and
delivery of any Additional Subsidiary Agreement shall not require the consent of any other Credit
Party. The rights and obligations of each Credit Party shall remain in full force and effect
notwithstanding the addition of any new Credit Party as a party to this Agreement.




          SECTION 11.15. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the
Collateral Agent the attorney-in-fact of such Grantor for the




 









 








  26




purpose of carrying out the provisions of this Agreement and the Security Documents and taking
any action and executing any instrument that the Collateral Agent may deem necessary or advisable
to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest,
in each case upon the occurrence and during the continuance of an Event of Default. The Collateral
Agent and the other Secured Parties shall be accountable only for amounts actually received as a
result of the exercise of the powers granted to them herein, and neither they nor their officers,
directors, employees or agents shall be responsible to any Grantor for any act or failure to act
hereunder, except for their own gross negligence, wilful misconduct or breach of their obligations
set forth herein. For the purposes of Italian law, each Grantor expressly authorizes the
Collateral Agent (and any agents or attorneys appointed under this Agreement) 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
other Security Documents and the Credit Agreement.




          SECTION 11.16. Collateral Agent as Joint and Several Creditor. Section 9.15 of the Credit
Agreement is hereby incorporated by reference and shall be effective as if set forth in full
herein.




          SECTION 11.17. Post-Closing Letter Agreements. Each party hereto agrees to complete the
actions and perform the obligations applicable to it under each of the post-closing letter
agreements dated the Effective Date between the Collateral Agent and the Company relating to the
Credit Agreement.




          SECTION 11.18. Credit Party Obligations. Each Credit Party will perform its obligations and
pay all amounts owed by it under each Credit Document in accordance with the terms thereof.




 









 








  27




          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement 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:
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,
 individually and as COLLATERAL
AGENT
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	  Name:
	

	 	 	 	 	 	  Title:






 









 






  28




	 	 	 	 	 	 	 
	 	 	BELT CONCEPTS OF AMERICA, INC.,

as a US GUARANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:
	 
	 	 	 	 	 	 
	 	 	CELERON CORPORATION, as a US
 GUARANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:
	 
	 	 	 	 	 	 
	 	 	COSMOFLEX, INC., as a US
 GUARANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:
	 
	 	 	 	 	 	 
	 	 	DAPPER TIRE CO., INC., as a US
GUARANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:






 









 






  29




	 	 	 	 	 	 	 
	 	 	DIVESTED COMPANIES HOLDING
COMPANY, as a US GUARANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:
	 
	 	 	 	 	 	 
	 	 	DIVESTED LITCHFIELD PARK
PROPERTIES, INC., as a US
GUARANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:
	 
	 	 	 	 	 	 





 









 






  30




	 	 	 	 	 	 	 
	 	 	GOODYEAR FARMS, INC., as
a US GUARANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:
	 
	 	 	 	 	 	 
	 	 	GOODYEAR INTERNATIONAL
CORPORATION, as a US GUARANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:
	 
	 	 	 	 	 	 
	 	 	GOODYEAR WESTERN HEMISPHERE
CORPORATION, as a US GUARANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:
	 
	 	 	 	 	 	 





 









 






  31




	 	 	 	 	 	 	 
	 	 	THE KELLY-SPRINGFIELD TIRE
CORPORATION, as a US GUARANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:
	 
	 	 	 	 	 	 
	 	 	WHEEL ASSEMBLIES INC., as a US
GUARANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:
	 
	 	 	 	 	 	 
	 	 	WINGFOOT COMMERCIAL TIRE
 SYSTEMS, LLC, as a US GUARANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:
	 
	 	 	 	 	 	 
	 	 	WINGFOOT VENTURES EIGHT INC.,
 as a US GUARANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:






 









 






  32




	 	 	 	 	 	 	 
	 	 	GOODYEAR CANADA INC., as a US GUARANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	 Name:
	

	 	 	 	 	 	 Title:






 









 






  33




	 	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TIRES
GERMANY GMBH, as a EUROPEAN
 GUARANTOR and a GRANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	GOODYEAR GMBH & CO. KG, as
 a EUROPEAN GUARANTOR and a
GRANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	DUNLOP GMBH & CO. KG, as a
EUROPEAN GUARANTOR and a
 GRANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	RVM REIFEN
 VERTRIEBSMANAGEMENT GMBH, as a
 EUROPEAN GUARANTOR and a
 GRANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:






 









 






  34




	 	 	 	 	 	 	 
	 	 	FULDA REIFEN GMBH & CO. KG, as
 a EUROPEAN GUARANTOR and a
 GRANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	M-PLUS
 MULTIMARKENMANAGEMENT GMBH
 & CO. KG, as a EUROPEAN
 GUARANTOR and a GRANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	GD HANDELSSYSTEME GMBH & CO.
 KG, as a EUROPEAN GUARANTOR and a
 GRANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TIRES OE
 GMBH, as a EUROPEAN GUARANTOR
 and a GRANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:






 









 






  35




	 	 	 	 	 	 	 
	 	 	GOODYEAR LUXEMBOURG TIRES
 S.A., as a EUROPEAN GUARANTOR and
 a GRANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TIRES FRANCE
 S.A., as a EUROPEAN GUARANTOR and
 a GRANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TYRES LTD, as a
 EUROPEAN GUARANTOR and a
 GRANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	DUNLOP TYRES LTD, as a EUROPEAN
 GUARANTOR and a GRANTOR
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	

	 	 	 	by	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:






 









 






  36




	 	 	 	 	 	 	 
	 	 	COLLATERAL AGENT
	 
	 	 	 	 	 	 
	 	 	 	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 	 	 
	

	 	 	 	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.



          (b) 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 Authorised
	

	 	 	 	 	 	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.