EX-10.2






Exhibit 10.2





     SECOND AMENDMENT dated as of August 22, 2008 (this
“Amendment”), to the AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT dated as of April 20, 2007 (the “Credit Agreement”),
among THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation
(“Goodyear”); GOODYEAR DUNLOP TIRES EUROPE B.V., a corporation
organized under the laws of the Netherlands; GOODYEAR DUNLOP TIRES GERMANY
GMBH, a company organized under the laws of the Federal Republic of
Germany; GOODYEAR GMBH & CO KG, a partnership organized under the laws of
the Federal Republic of Germany; DUNLOP GMBH & CO KG, a partnership
organized under the laws of the Federal Republic of Germany; GOODYEAR
LUXEMBOURG TIRES S.A., a société anonyme organized under the laws of
Luxembourg; the lenders party thereto (together with their successors and
permitted assigns thereunder, the “Lenders”); J.P. MORGAN EUROPE
LIMITED, as Administrative Agent (in such capacity, the
“Administrative Agent”); and JPMORGAN CHASE BANK, N.A., as
Collateral Agent.



          WHEREAS, on the terms and conditions set forth in the Credit Agreement, the Lenders have
extended and agreed to extend credit to the Borrowers; and




          WHEREAS Goodyear and the Borrowers have requested that the Lenders amend, and the Lenders
under the Credit Agreement whose signatures appear below, constituting at least the Majority
Lenders, are willing to amend, certain provisions of the Credit Agreement on the terms and subject
to the conditions set forth herein.




          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:




          SECTION 1. Defined Terms. Capitalized terms used and not defined herein shall have
the meanings given to them in the Credit Agreement or, if not defined therein, in the Guarantee and
Collateral Agreement, each as amended hereby or pursuant hereto.




          SECTION 2. Amendment of the Credit Agreement. Upon the effectiveness of this
Amendment as provided in Section 5 below: (a) Section 1.01 of the Credit Agreement is hereby
amended by inserting in the appropriate alphabetical positions the following new definitions:





     “German Reorganization” means the reorganization of the J.V.
Subsidiaries organized under the laws of the Federal Republic



 









 







of Germany as described in Schedule 1 to the Second Amendment to this
Agreement dated as of August 22, 2008.




     “German Reorganization Date” means the date on which a
Financial Officer shall have delivered a certificate to the Administrative
Agent stating that on such date (a) the German Reorganization has been
consummated, (b) the portion of the aggregate outstanding ABT Credit
Exposures represented by ABT Loans and Swingline Loans to, Letters of
Credit for the account of, and LC Disbursements owing by the European J.V.
and Lux Tires do not, after giving effect to the German Reorganization,
exceed €125,000,000 and (c) as of such date, before and after giving
effect to the German Reorganization, (i) no Default or Event of Default
has occurred and is continuing, and (ii) the representations and
warranties of Goodyear, the European J.V. and each other Borrower set
forth herein and in the Second Amendment to this Agreement are true and
correct in all material respects, except to the extent such
representations and warranties relate to an earlier date (in which case
they were true and correct as of such earlier date).



          (b) Section 2.01 of the Credit Agreement is hereby amended by replacing subclause (iii) of
clause (a) thereof with the following: “(iii) the portion of the aggregate outstanding ABT Credit
Exposures represented by ABT Loans and Swingline Loans to, Letters of Credit for the account of,
and LC Disbursements owing by the European J.V. and Lux Tires exceeding (A) at any time prior to
the German Reorganization Date, €195,000,000, and (B) at any time on or after the German
Reorganization Date, €125,000,000”.




          (c) Section 6.11 of the Credit Agreement is hereby amended by replacing the first word
thereof with the following phrase: “At all times prior to the German Reorganization Date (on and
after which date the provisions of this Section 6.11 shall have no further effect),
notwithstanding”.




          (d) The Credit Agreement is hereby amended by inserting immediately after Section 6.11
thereof the following new Section 6.12:





     “SECTION 6.12. German Subsidiary Matters. Notwithstanding
any other provision of this Agreement, the German Reorganization may be
consummated on the German Reorganization Date. On and after the German
Reorganization Date, notwithstanding any provision to the contrary
contained in this Agreement, GDTG shall at all times hold directly (and
not through subsidiaries) not less than 80% of all the PP&E of all the
J.V. Subsidiaries organized under the laws of the Federal Republic of
Germany as of the end of the then most recently ended period for which
financial statements have been delivered under Section



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5.01(a) or (b). For purposes of this Section, “PP&E” means
property, plant & equipment.



          (e) The Credit Agreement is hereby amended by inserting immediately after Section 7.03
thereof the following new Section 7.04:





     “SECTION 7.04. Collections. On and after the German
Reorganization Date, if, following the occurrence and during the
continuance of an Event of Default and the decision of the Required
Lenders to exercise remedies under the guarantees and security documents,
any proceeds are received in respect of any Guarantee of the Obligations
or any Collateral securing the Obligations, in each case of any J.V. Loan
Party, Goodyear or any US Subsidiary Guarantor other than the J.V.
Subsidiaries organized under the laws of the Federal Republic of Germany,
such proceeds shall be deposited in a collateral account in the name of
and under the exclusive dominion and control of the Collateral Agent and
shall be held by the Collateral Agent until such time as the Collateral
Agent determines that either (i) all proceeds that are reasonably likely
to be realized from GDTG and its subsidiaries organized under the laws of
the Federal Republic of Germany or from their respective assets have been
realized or (ii) the application of such funds held in such account to pay
the Obligations shall result in the payment in full of all the
Obligations, at which time such funds held in such account shall be
applied as set forth in Section 5.03 of the Guarantee and Collateral
Agreement.



          SECTION 3. Representations and Warranties. Each of Goodyear and each Borrower
represents and warrants to the Administrative Agent and the Lenders that:





          (a) On the date hereof, after giving effect to this Amendment, no Default has occurred
and is continuing.




          (b) All representations and warranties of Goodyear, the European J.V. and each other
Borrower set forth herein and in the Credit Agreement are true and correct in all material
respects on and as of the date hereof, except to the extent such representations and
warranties relate to an earlier date (in which case they were true and correct as of such
earlier date).



          SECTION 4. Fees. Goodyear agrees to pay on the Amendment Effective Date to the
Administrative Agent, for the account of each Lender that executes and delivers a counterpart of
this Amendment to the Administrative Agent (or its counsel) at or prior to noon, New York City
time, on August 22, 2008, a work fee (the “Work Fee”) in an amount equal to 0.05% of the
aggregate amount of such Lender’s Commitments. All such fees shall be payable in immediately
available funds and shall not be refundable.




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          SECTION 5. Conditions Precedent to Effectiveness. This Amendment shall become
effective as of the date (the “Amendment Effective Date”) on which the Administrative Agent
shall have received (a) counterparts hereof duly executed and delivered by Goodyear, each Borrower
and the Majority Lenders, (b) a certificate of an Financial Officer of Goodyear stating that on the
Amendment Effective Date (i) no Default or Event of Default has occurred and is continuing, and
(ii) the representations and warranties of Goodyear, the European J.V. and each other Borrower set
forth herein and in the Credit Agreement are true and correct in all material respects on and as of
the date hereof, except to the extent such representations and warranties relate to an earlier date
(in which case they were true and correct as of such earlier date), and (c) the Work Fees payable
to the Lenders that delivered counterparts of this Amendment on or prior to the time specified in
Section 3.




          SECTION 6. No Other Amendments or Waivers; Confirmation. Except as expressly amended
hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.
Nothing herein shall be deemed to entitle Goodyear or the Borrowers to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement in similar or different circumstances. This Amendment
shall be a Credit Document for all purposes of the Credit Agreement. On and after the Amendment
Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as modified
hereby.




          SECTION 7. Expenses. Goodyear agrees to pay or reimburse the Administrative Agent
for its reasonable out-of-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP and Allen & Overy LLP,
counsel for the Administrative Agent.




          SECTION 8. Governing Law. This Amendment and the rights and obligations of the
parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of
the State of New York.




          SECTION 9. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. This Amendment may be delivered by
facsimile transmission of the signature pages hereof.




          SECTION 10. Austrian Matters. Each party hereto is reminded of its obligations under
Section 9.20 of the Credit Agreement and confirms that it will execute this Amendment outside the
Republic of Austria, it will not send any notice or other communication in respect of this
Amendment into or from the Republic of Austriabring and it will not send to or otherwise produce in
Austria an original copy, notarised copy or certified copy of this Amendment.




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          SECTION 11. Headings. The section headings used herein are for convenience of
reference only, are not part of this Amendment and are not to affect the construction of, or to be
taken into consideration in interpreting, this Amendment.




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




	 	 	 	 	 	 	 	 	 
	 	 	THE GOODYEAR TIRE & RUBBER COMPANY,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Damon Audia	 	 
	 

	 	 	 	 	 	 

Name: Damon Audia
	 	 
	 

	 	 	 	 	 	Title: Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TIRES EUROPE B.V.,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ D. Golsong	 	 
	 

	 	 	 	 	 	 

Name: Dominique Golsong
	 	 
	 

	 	 	 	 	 	Title: Director and Chief Legal
Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ W. Schiemichen	 	 
	 

	 	 	 	 	 	 

Name: Wolfgang Schiemichen
	 	 
	 

	 	 	 	 	 	Title: Vice President Finance EMEA	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TIRES GERMANY GMBH,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ R. Landwehr	 	 
	 

	 	 	 	 	 	 

Name: Dr. Rainer Landwehr
	 	 
	 

	 	 	 	 	 	Title: Group Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Luca Crepaccioli	 	 
	 

	 	 	 	 	 	 

Name: Luca Crepaccioli
	 	 
	 

	 	 	 	 	 	Title: Finance Director	 	 






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	 	 	GOODYEAR GMBH & CO. KG,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Frank Titz 	 	 
	 

	 	 	 	 	 	 

Name: Frank Titz
	 	 
	 

	 	 	 	 	 	Title: Managing Director	 	
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Dieter Scholling 	 	 
	 

	 	 	 	 	 	 

Name: Dieter Scholling
	 	 
	 

	 	 	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DUNLOP GMBH & CO. KG,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Jean-Jacques Wiroth	 	 
	 

	 	 	 	 	 	 

Name: Jean-Jacques Wiroth
	 	 
	 

	 	 	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Michael Kuhn 	 	 
	 

	 	 	 	 	 	 

Name: Michael Kuhn
	 	 
	 

	 	 	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR LUXEMBOURG TIRES S.A.,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Hymann Lange 	 	 
	 

	 	 	 	 	 	 

Name: Hymann Lange
	 	 
	 

	 	 	 	 	 	Title: Finance Director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ M. Stephany	 	 
	 

	 	 	 	 	 	 

Name: Monique Stephany
	 	 
	 

	 	 	 	 	 	Title: Authorized Signature	 	 






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	 	 	J.P. MORGAN EUROPE LIMITED, individually and as
Administrative Agent,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Ching Loh	 	 
	 

	 	 	 	 	 	 

Name: Ching Loh
	 	 
	 

	 	 	 	 	 	Title: Associate	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A. individually
and as Collateral Agent,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Robert P. Kellas	 	 
	 

	 	 	 	 	 	 

Name: Robert P. Kellas
	 	 
	 

	 	 	 	 	 	Title: Executive Director	 	 






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	 	 	     The undersigned institution hereby approves and becomes
a party to the Second Amendment dated as of August 22, 2008,
to the Amended and Restated Revolving Credit Agreement dated
as of April 30, 2007, of The Goodyear Tire & Rubber Company;
Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires
Germany GmbH, Goodyear GmbH & CO. KG, Dunlop GmbH & CO. KG
and Goodyear Luxembourg Tires S.A.:
	 
	 	 	 	 	 	 	 	 
	 	 	     NAME OF INSTITUTION:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	For any institution requiring a second signature line:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 





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Schedule
1


German
Reorganization


RVM
Reifen Vertriebsmananagement GmbH will be merged into Goodyear Dunlop
Tires Germany (“GDTG”), with GDTG being the surviving
entity. As a consequence of such merger, each of Goodyear GmbH &
Co. KG, Dunlop GmbH & Co. KG, Fulda Reifen GmbH  & Co. KG
and M-Plus Multimarkenmanagement GmbH & Co. KG ceases to exist
without liquidation and all of their assets and liabilities pass to
GDTG (so-called collapse merger - Anwachsung) by operation of law
with legal effect as of the registration of such merger with the
commercial register.


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