EX-10.1






Exhibit 10.1




EXECUTION COPY





     FIRST AMENDMENT dated as of July 18, 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, 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 Schedule 1.01(d) of the Credit Agreement. Schedule 1.01(d) of the
Credit Agreement is hereby amended by inserting immediately following the words “(including all
Equity Interests in Goodyear Dunlop Tires Ireland
Limited)”: “, excluding bank accounts and accounts receivable included in or subject to a
Qualified Receivables Transaction, and also excluding bank accounts and accounts receivable
intended to be included in or subject to a Qualified Receivables Transaction. For the avoidance of
doubt, any or all bank accounts and accounts receivable of any Grantor organized under the laws of
the United Kingdom (the “UK Grantor”) may be included in a Qualified Receivables Transaction; in
determining whether a transaction involving bank accounts and accounts receivable of any UK
Grantor constitutes a




 









 




Qualified Receivables Transaction the further proviso of the definition of “Qualified Receivables
Transaction” shall be disregarded.” The Collateral Agent is hereby authorized and directed to
grant all necessary releases of any Liens on any such bank accounts or accounts receivable
pursuant to any Security Document and to take any other action it may deem advisable in order to
facilitate the inclusion of bank accounts and accounts receivable of any UK Grantor in any
Qualified Receivables Transaction.




          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 and each 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. 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 counterparts hereof duly executed and delivered by Goodyear, each Borrower and the
Majority Lenders.




          SECTION 5. 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.




          SECTION 6. 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 7. 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 8. 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.




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          SECTION 9. 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/ W. Schiemichen	 	 
	 

	 	 	 	 	 	 

Name: Wolfgang Schiemichen
	 	 
	 

	 	 	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ D. Golsong	 	 
	 

	 	 	 	 	 	 

Name: Dominique Golsong
	 	 
	 

	 	 	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	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: Managing Director	 	 






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	 	 	GOODYEAR GMBH & CO. KG,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Klaus Romanus	 	 
	 

	 	 	 	 	 	 

Name: Klaus Romanus
	 	 
	 

	 	 	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Michael Kuhn	 	 
	 

	 	 	 	 	 	 

Name: Michael Kuhn
	 	 
	 

	 	 	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DUNLOP GMBH & CO. KG,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Klaus Romanus	 	 
	 

	 	 	 	 	 	 

Name: Klaus Romanus
	 	 
	 

	 	 	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Michael Kuhn	 	 
	 

	 	 	 	 	 	 

Name: Michael Kuhn
	 	 
	 

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

	 	 	 	by	 	/s/ H. Lange	 	 
	 

	 	 	 	 	 	 

Name: H. Lange
	 	 
	 
	 	 	 	 	 	Title: Director	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ T. Sirchepakshev	 	 
	 

	 	 	 	 	 	 

Name: T. Sirchepakshev
	 	 
	 

	 	 	 	 	 	Title: Manager Finance operations	 	 
	 

	 	 	 	 	 	 	 	 






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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 First Amendment dated as of July 18, 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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