exv10w1








Exhibit 10.1




					
	 
	 	 	 	EXECUTION VERSION






 




AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


dated as of April 20, 2011 among




THE GOODYEAR TIRE & RUBBER COMPANY


GOODYEAR DUNLOP TIRES EUROPE B.V.


GOODYEAR DUNLOP TIRES GERMANY GMBH


GOODYEAR DUNLOP TIRES OPERATIONS S.A.




The Lenders Party Hereto,




J.P. MORGAN EUROPE LIMITED,


as Administrative Agent




JPMORGAN CHASE BANK, N.A.,


as Collateral Agent




BNP PARIBAS,


as Syndication Agent




BARCLAYS BANK PLC


CITICORP USA INC.


CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK


DEUTSCHE BANK SECURITIES INC.


GOLDMAN SACHS CREDIT PARTNERS L.P.


MORGAN STANLEY BANK, N.A.




NATIXIS


as Mandated Lead Arrangers




	 	 	 

	J.P. MORGAN PLC, 

as Joint Bookrunner 

and Mandated Lead Arranger
	 	BNP PARIBAS SECURITIES CORP.,

as Joint Bookrunner

and Mandated Lead Arranger






IMPORTANT NOTE: 




EACH PARTY HERETO MUST EXECUTE THIS CREDIT AGREEMENT OUTSIDE THE REPUBLIC OF AUSTRIA AND EACH

LENDER MUST BOOK ITS LOAN AND RECEIVE ALL PAYMENTS OUTSIDE THE REPUBLIC OF AUSTRIA. TRANSPORTING

OR SENDING THE ORIGINAL OR ANY CERTIFIED COPY OF THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT

OR ANY NOTICE OR OTHER COMMUNICATION (INCLUDING BY EMAIL OR OTHER ELECTRONIC TRANSMISSION) INTO OR

FROM THE REPUBLIC OF AUSTRIA MAY RESULT IN THE IMPOSITION OF AN AUSTRIAN STAMP DUTY ON THE CREDIT

FACILITY PROVIDED FOR HEREIN, WHICH MAY BE FOR THE ACCOUNT OF THE PARTY WHOSE ACTIONS RESULT IN

SUCH IMPOSITION. COMMUNICATIONS REFERENCING THIS CREDIT AGREEMENT SHOULD NOT BE ADDRESSED TO

RECIPIENTS IN, OR SENT BY PERSONS LOCATED IN, THE REPUBLIC OF AUSTRIA AND PAYMENTS SHOULD NOT BE

MADE TO BANK ACCOUNTS IN THE REPUBLIC OF AUSTRIA. SEE ALSO SECTION 9.20 AND A MEMORANDUM FROM

AUSTRIAN COUNSEL FOR THE GOODYEAR TIRE & RUBBER COMPANY WHICH IS AVAILABLE UPON REQUEST FROM THE ADMINISTRATIVE AGENT. 



 


[CS&M 6701-315]














 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I	 	 	 
	 
	 	 	 	 
	Definitions	 	 	 
	 
	 	 	 	 
	SECTION 1.01. Defined Terms
	 	 	1	 
	SECTION 1.02. Classification of Loans and Borrowings
	 	 	56	 
	SECTION 1.03. Terms Generally
	 	 	56	 
	SECTION 1.04. Accounting Terms; GAAP
	 	 	56	 
	SECTION 1.05. Currency Translation
	 	 	57	 
	 
	 	 	 	 
	ARTICLE II	 	 	 	 
	 
	 	 	 	 
	The Credits	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01. Commitments
	 	 	58	 
	SECTION 2.02. Loans and Borrowings
	 	 	58	 
	SECTION 2.03. Requests for Borrowings
	 	 	58	 
	SECTION 2.04. Letters of Credit
	 	 	59	 
	SECTION 2.05. Swingline Loans
	 	 	65	 
	SECTION 2.06. Funding of Borrowings
	 	 	67	 
	SECTION 2.07. Continuation of Borrowings
	 	 	68	 
	SECTION 2.08. Termination of Commitments; Reductions of Commitments
	 	 	69	 
	SECTION 2.09. Repayment of Loans; Evidence of Debt
	 	 	70	 
	SECTION 2.10. [intentionally omitted]
	 	 	71	 
	SECTION 2.11. Prepayment of Loans
	 	 	71	 
	SECTION 2.12. Fees
	 	 	72	 
	SECTION 2.13. Interest
	 	 	73	 
	SECTION 2.14. Alternate Rate of Interest
	 	 	74	 
	SECTION 2.15. Increased Costs
	 	 	74	 
	SECTION 2.16. Break Funding Payments
	 	 	76	 
	SECTION 2.17. Taxes
	 	 	76	 
	SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Setoffs
	 	 	78	 
	SECTION 2.19. Mitigation Obligations; Replacement of Lenders
	 	 	80	 
	SECTION 2.20. Additional Reserve Costs
	 	 	81	 
	SECTION 2.21. Defaulting Lenders
	 	 	82	 
	 
	 	 	 	 
	ARTICLE III	 	 	 	 
	 
	 	 	 	 
	Representations and Warranties	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Organization; Powers
	 	 	84	 






i









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 3.02. Authorization; Enforceability
	 	 	84	 
	SECTION 3.03. Governmental Approvals; No Conflicts
	 	 	84	 
	SECTION 3.04. Financial Statements; No Material Adverse Change
	 	 	85	 
	SECTION 3.05. Litigation and Environmental Matters
	 	 	85	 
	SECTION 3.06. Compliance with Laws and Agreements
	 	 	86	 
	SECTION 3.07. Investment Company Status
	 	 	86	 
	SECTION 3.08. ERISA
	 	 	86	 
	SECTION 3.09. Disclosure
	 	 	86	 
	SECTION 3.10. Subsidiaries
	 	 	86	 
	SECTION 3.11. Security Interests
	 	 	87	 
	SECTION 3.12. Use of Proceeds
	 	 	87	 
	 
	 	 	 	 
	ARTICLE IV	 	 	 	 
	 
	 	 	 	 
	Conditions	 	 	 	 
	SECTION 4.01. Effective Date
	 	 	87	 
	SECTION 4.02. Each Credit Event
	 	 	90	 
	 
	 	 	 	 
	ARTICLE V	 	 	 	 
	 
	 	 	 	 
	Affirmative Covenants	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Financial Statements and Other Information
	 	 	91	 
	SECTION 5.02. Notices of Defaults
	 	 	93	 
	SECTION 5.03. Existence; Conduct of Business
	 	 	93	 
	SECTION 5.04. Maintenance of Properties
	 	 	93	 
	SECTION 5.05. Books and Records; Inspection and Audit Rights
	 	 	93	 
	SECTION 5.06. Compliance with Laws
	 	 	94	 
	SECTION 5.07. Insurance
	 	 	94	 
	SECTION 5.08. Guarantees and Collateral
	 	 	94	 
	 
	 	 	 	 
	ARTICLE VI	 	 	 	 
	 
	 	 	 	 
	Negative Covenants	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Limitation on Indebtedness
	 	 	97	 
	SECTION 6.02. Limitation on Restricted Payments
	 	 	102	 
	SECTION 6.03. Limitation on Restrictions on Distributions from Restricted Subsidiaries
	 	 	107	 
	SECTION 6.04. Limitation on Sales of Assets and Subsidiary Stock
	 	 	109	 
	SECTION 6.05. Limitation on Transactions with Affiliates
	 	 	111	 
	SECTION 6.06. Limitation on Liens
	 	 	113	 
	SECTION 6.07. Limitation on Sale/Leaseback Transactions
	 	 	117	 
	SECTION 6.08. Fundamental Changes
	 	 	118	 
	SECTION 6.09. European J.V. Leverage Ratio
	 	 	119	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 6.10. Sumitomo Ownership
	 	 	119	 
	SECTION 6.11. German Subsidiary Matters
	 	 	119	 
	ARTICLE VII	 	 	 	 
	 
	 	 	 	 
	Events of Default and CAM Exchange	 	 	 	 
	 
	 	 	 	 
	SECTION 7.01. Event of Default
	 	 	119	 
	SECTION 7.02. CAM Exchange
	 	 	122	 
	SECTION 7.03. Letters of Credit
	 	 	123	 
	SECTION 7.04. Collections
	 	 	125	 
	 
	 	 	 	 
	ARTICLE VIII	 	 	 	 
	 
	 	 	 	 
	The Agents	 	 	 	 
	 
	 	 	 	 
	ARTICLE IX	 	 	 	 
	 
	 	 	 	 
	Miscellaneous	 	 	 	 
	 
	 	 	 	 
	SECTION 9.01. Notices
	 	 	128	 
	SECTION 9.02. Waivers; Amendments
	 	 	129	 
	SECTION 9.03. Expenses; Indemnity; Damage Waiver
	 	 	132	 
	SECTION 9.04. Successors and Assigns
	 	 	134	 
	SECTION 9.05. Survival
	 	 	138	 
	SECTION 9.06. Counterparts; Integration; Effectiveness
	 	 	139	 
	SECTION 9.07. Severability
	 	 	139	 
	SECTION 9.08. Right of Setoff
	 	 	139	 
	SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process
	 	 	140	 
	SECTION 9.10. WAIVER OF JURY TRIAL
	 	 	140	 
	SECTION 9.11. Headings
	 	 	141	 
	SECTION 9.12. Confidentiality
	 	 	141	 
	SECTION 9.13. Interest Rate Limitation
	 	 	141	 
	SECTION 9.14. Security Documents
	 	 	142	 
	SECTION 9.15. Collateral Agent as Joint and Several Creditor
	 	 	142	 
	SECTION 9.16. Conversion of Currencies
	 	 	143	 
	SECTION 9.17. Dutch Act on Financial Supervision
	 	 	144	 
	SECTION 9.18. Power of Attorney
	 	 	147	 
	SECTION 9.19. USA Patriot Act Notice
	 	 	147	 
	SECTION 9.20. Austrian Matters
	 	 	147	 
	SECTION 9.21. German thin capitalisation certificates
	 	 	149	 






iii









 






SCHEDULES:




	 	 	 	 	 

	Schedule 1.01(a)
	 	—	 	Applicable Assets of the European J.V.
	Schedule 1.01(b)
	 	—	 	Applicable Assets of German Grantors
	Schedule 1.01(c)
	 	—	 	Applicable Assets of Luxembourg Grantors
	Schedule 1.01(d)
	 	—	 	Applicable Assets of UK Grantors
	Schedule 1.01(e)
	 	—	 	Applicable Assets of French Grantors
	Schedule 1.01A
	 	—	 	US Consent Subsidiaries
	Schedule 1.01B
	 	—	 	Senior Subordinated-Lien Indebtedness
	Schedule 2.01
	 	—	 	Commitments Schedule 3.10 --Subsidiaries
	Schedule 4.01(b)
	 	—	 	Required Opinions
	Schedule 4.01(i)
	 	—	 	Pledged J.V. Subsidiaries






EXHIBITS:




	 	 	 	 	 

	Exhibit A
	 	—	 	Form of Borrowing Request
	Exhibit B
	 	—	 	Form of Continuation Request
	Exhibit C-1
	 	—	 	Form of Promissory Note for ABT Loans
	Exhibit C-2
	 	—	 	Form of Promissory Note for German Loans
	Exhibit D
	 	—	 	Form of Assignment and Assumption
	Exhibit E-1
	 	—	 	Form of Opinion of Goodyear’s Outside Counsel 
	Exhibit E-2
	 	—	 	Form of Opinion of the General Counsel, the Associate General Counsel or an Assistant General Counsel of Goodyear
	Exhibit F
	 	—	 	Form of Verification Letter
	Exhibit G
	 	—	 	Form of Affiliate Authorization
	Exhibit H
	 	—	 	Mandatory Costs Rate
	Exhibit I
	 	—	 	Form of Tax Certificate






iv









 







     AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of April 20, 2011, among THE GOODYEAR TIRE
& RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR
DUNLOP TIRES OPERATIONS S.A.; the LENDERS party hereto; J.P. MORGAN EUROPE LIMITED, as
Administrative Agent; and JPMORGAN CHASE BANK, N.A., as Collateral Agent.


          Goodyear and the Borrowers have requested the Lenders, and the Lenders are willing, to amend and
restate the Existing Credit Agreement to continue and modify the revolving credit facilities
provided for therein to enable the Borrowers to (a) borrow ABT Loans at any time and from time to
time during the ABT Availability Period in an aggregate principal amount not in excess of
€300,000,000 at any time outstanding, (b) borrow German Loans at any time and from time to time
during the German Availability Period in an aggregate principal amount not in excess of
€100,000,000 at any time outstanding, (c) obtain Letters of Credit under the ABT Commitments at any
time and from time to time during the ABT Availability Period in an aggregate stated amount not in
excess of €50,000,000 at any time outstanding and (d) borrow Swingline Loans under the ABT
Commitments at any time and from time to time during the ABT Availability Period in an aggregate
principal amount not in excess of €25,000,000. The Lenders are willing to extend such credit to
the Borrowers on the terms and subject to the conditions herein set forth. Letters of Credit and
the proceeds of the Loans will be used for general corporate purposes of the European J.V. and the
J.V. Subsidiaries.


          Accordingly, the parties hereto agree as follows:



ARTICLE I




Definitions



          SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have
the meanings specified below:


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


          “ABT Commitment” means, with respect to each ABT Lender, the commitment of such Lender to
make ABT Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder,
expressed as an amount representing the maximum permitted aggregate amount of such Lender’s ABT
Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each ABT Lender’s ABT Commitment as of the
Effective Date is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which
such Lender shall have assumed its ABT













 







Commitment, as applicable. The initial aggregate amount of the ABT Lenders’ ABT Commitments after
giving effect to the transactions to be effected on the Effective Date is €300,000,000.


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


          (c) such Lender’s Swingline Exposure.


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


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


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



2









 







Administrative Agent from the European J.V. as being included in the ABT Obligations and that are
provided by a Person that shall have been a Lender or an Affiliate of a Lender at the time of such
designation.


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


          “Additional Assets” means:


          (a) any property or assets (other than Indebtedness and Capital Stock) to be used by Goodyear or a
Restricted Subsidiary;


          (b) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the
acquisition of such Capital Stock by Goodyear or another Restricted Subsidiary; or


          (c) Capital Stock constituting a minority interest in any Person that at such time is a Restricted
Subsidiary;


          provided, however, that any such Restricted Subsidiary described in clauses (b) or
(c) above is primarily engaged in a Permitted Business.


          “Adjusted Eurocurrency Rate” means, with respect to any Eurocurrency Borrowing for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of
1%) equal to (a) the LIBO Rate for any Eurocurrency Borrowing denominated in US Dollars or Pounds
Sterling, or the EURIBO Rate for any Eurocurrency Borrowing denominated in Euros, for such Interest
Period divided by (b) 1.00 minus the Statutory Reserves applicable to such Eurocurrency Borrowing.


          “Administrative Agent” means JPMEL, in its capacity as administrative agent for the Lenders
hereunder, and its successors in such capacity.


          “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by
the Administrative Agent.


          “Affiliate” means, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.


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


          “Affiliate Transaction” has the meaning set forth in Section 6.05(a).




3











 






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



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



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



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



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



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



          “Asset Disposition” means any sale, lease, transfer or other disposition (or series of
sales, leases, transfers or dispositions that are part of a common plan) by Goodyear or any
Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar
transaction (each referred to for the purposes of this definition as a “disposition”), of:




     (a) any shares of Capital Stock of a Restricted Subsidiary (other than directors’
qualifying shares or shares required by applicable law to be held by a Person other than
Goodyear or a Restricted Subsidiary);




     (b) all or substantially all the assets of any division or line of business of
Goodyear or any Restricted Subsidiary; or



4









 






     (c) any other assets of Goodyear or any Restricted Subsidiary outside of the
ordinary course of business of Goodyear or such Restricted Subsidiary;


other than, in the case of clauses (a), (b) and (c) above,





     (1) (A) a disposition by a Restricted Subsidiary other than the
European J.V. or any Restricted J.V. Subsidiary to Goodyear or by Goodyear or a
Restricted Subsidiary other than the European J.V. or any Restricted J.V.
Subsidiary to a Restricted Subsidiary or (B) a disposition by a Restricted J.V.
Subsidiary to the European J.V. or any Restricted J.V. Subsidiary or by the
European J.V. or any Restricted J.V. Subsidiary to the European J.V. or any
Restricted J.V. Subsidiary;




     (2) for purposes of Section 6.04 only, a disposition
subject to Section 6.02;




     (3) a disposition of assets with a Fair Market Value of less
than $10,000,000;




     (4) a sale of accounts receivable and related assets of the
type specified in the definition of “Qualified Receivables Transaction” to a
Receivables Entity;




     (5) a transfer of accounts receivable and related assets of the
type specified in the definition of “Qualified Receivables Transaction” (or a
fractional undivided interest therein) by a Receivables Entity in a Qualified
Receivables Transaction; and




     (6) any Specified Asset Sale.



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



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



5









 





          “Average Life” means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing (a) the sum of the products of
the number of years from the date of determination to the dates of each successive scheduled
principal payment of such Indebtedness or scheduled redemption or similar payment with respect to
such Preferred Stock multiplied by the amount of such payment by (b) the sum of all such payments.



          “Bank Indebtedness” means all obligations under the U.S. Bank Indebtedness
and European Bank Indebtedness.



          ”Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator,
custodian, assignee for the benefit of creditors or similar Person charged with the reorganization
or liquidation of its business appointed for it, or, in the good faith determination of the
Administrative Agent, has taken any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy
Event shall not result solely by virtue of any ownership interest, or the acquisition of any
ownership interest, in such Person by a Governmental Authority or instrumentality thereof,
provided, further, that such ownership interest does not result in or provide such Person with
immunity from the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Person (or such Governmental
Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or
agreements made by such Person.



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



          “Board of Directors” means the board of directors of Goodyear or any committee
thereof duly authorized to act on behalf of the board of directors of Goodyear.




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



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



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



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



6









 





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



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



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



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



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



          “Capitalized Lease Obligations” means an obligation that is required to be classified
and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP,
and the amount of Indebtedness represented by such obligation shall be the capitalized amount of
such obligation determined in accordance with GAAP.



          “Capital Stock” of any Person means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated)
equity of such Person, including any Preferred Stock, but excluding any debt securities convertible
into such entity.



          “Change in Control” means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934, as amended, and the rules of the United States Securities and Exchange Commission
thereunder as in effect on the date hereof), of Capital Stock representing more than 50% of the
aggregate ordinary voting power represented by the issued and outstanding Capital Stock of
Goodyear, (b) occupation of a majority of the seats (other than vacant seats) on the board of
directors of Goodyear by Persons who were neither (i) directors on the date hereof or nominated by
the board of directors of Goodyear nor (ii) appointed by directors so nominated, (c) the failure of
Goodyear to own directly or indirectly, beneficially and of record, free and clear of all Liens
(other than Permitted Encumbrances), more than 50% of the issued and outstanding Capital Stock of,
and to Control, the European J.V., or (d) the failure of Goodyear to own directly or indirectly,
beneficially and of record, more than 50% of the issued and outstanding Capital Stock of, and to
Control, either GDTG or Lux Tires.



7









 





          “Change in Law” means (a) the adoption of any law, rule or regulation after the date
of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending
office of such Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement; provided that for purposes of this
definition, (x) the FDIC rule reported at 76 Fed. Reg. 10672 (Feb. 25, 2011) (amending 12 CFR part
327), shall be deemed to have been adopted after the date of this Agreement and (y) with respect to
all requests, rules, guidelines or directives adopted or issued pursuant to or in connection with
the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III, the date of this
Agreement shall be deemed to be April 10, 2011; provided further, that no act, event or
circumstance referred to in clause (a), (b) or (c) of this definition shall be deemed to have
occurred prior to the date of this Agreement as a result of the applicable law, rule, regulation,
interpretation, application, request, guideline or directive having been adopted, made or issued
under the general authority of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Basel
III or any other law or multinational supervisory agreement in effect prior to the date hereof.



          “Class” when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are ABT Loans, German Loans or Swingline Loans
and, when used in reference to any Commitment, refers to whether such Commitment is an ABT
Commitment or German Commitment.



          “CLO” means any entity (whether a corporation, partnership, trust or otherwise) that
is engaged in making, purchasing, holding or otherwise investing in bank loans and similar
extensions of credit in the ordinary course of its business and is administered or managed by a
Lender or an Affiliate of such Lender.



          “Code” means the Internal Revenue Code of 1986, as amended from time to time.



          “Collateral” means all the assets and rights that secure any of the
Obligations pursuant to the Security Documents.



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



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



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



          “Consent Subsidiary” means (i) with respect to Goodyear or any US Subsidiary, (a) any
Subsidiary listed on Schedule 1.01A and (b) any Subsidiary not on



8









 




Schedule 1.01A or formed or acquired after the Effective Date in respect of which (A) the consent
of any Person other than Goodyear or any Wholly Owned Subsidiary of Goodyear is required by
applicable law or the terms of any organizational document of such Subsidiary or other agreement of
such Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiary to execute the
Guarantee and Collateral Agreement as a US Guarantor (as defined under the Guarantee and Collateral
Agreement) and perform its obligations thereunder and (B) Goodyear endeavored in good faith to
obtain such consents and such consents shall not have been obtained, and (ii) with respect to the
European J.V. or a J.V. Subsidiary, any J.V. Subsidiary formed or acquired after the Effective Date
in respect of which (A) the consent of any Person other than Goodyear, the European J.V. or any
Wholly Owned Subsidiary of Goodyear or the European J.V. is required by applicable law or the terms
of any organizational document of such J.V. Subsidiary or other agreement of such J.V. Subsidiary
or any Affiliate of such J.V. Subsidiary in order for such J.V. Subsidiary to execute the Guarantee
and Collateral Agreement as a European Facilities Guarantor and perform its obligations thereunder,
or in order for Capital Stock of such J.V. Subsidiary to be pledged under a Security Agreement, as
the case may be, and (B) Goodyear and the European J.V. endeavored in good faith to obtain such
consents and such consents shall not have been obtained. Notwithstanding the foregoing, no
Subsidiary shall be a Consent Subsidiary at any time that it is a guarantor of, or has provided any
collateral to secure, Indebtedness for borrowed money of Goodyear or any Borrower, and any Consent
Subsidiary (including a Consent Subsidiary listed on Schedule 1.01A) that at any time ceases to
meet the test set forth in clause (A) shall cease to be a Consent Subsidiary. No Subsidiary shall
be a Consent Subsidiary if it is a Guarantor or a Grantor under the First Lien Guarantee and
Collateral Agreement or the Second Lien Guarantee and Collateral Agreement or a Subsidiary
Guarantor under the 2009 Indenture, the 2010 Indenture or the J.V. Notes Indenture.




          “Consolidated Coverage Ratio” as of any date of determination means the ratio of:




     (1) the aggregate amount of EBITDA for the period of the most recent
four consecutive fiscal quarters ending prior to the date of such determination for
which financial statements have been filed with the SEC to




     (2) Consolidated Interest Expense for such four fiscal quarters;




provided, however, that:




     (A) if Goodyear or any Restricted Subsidiary has Incurred any
Indebtedness since the beginning of such period that remains outstanding on
such date of determination or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness,
EBITDA and Consolidated Interest
Expense for such period shall be calculated after giving effect on a pro
forma basis to such Indebtedness as if such Indebtedness had been



9









 






Incurred on the first day of such period and the discharge of any other
Indebtedness repaid, repurchased, defeased or otherwise discharged with the
proceeds of such new Indebtedness as if such discharge had occurred on the
first day of such period,




     (B) if Goodyear or any Restricted Subsidiary has repaid,
repurchased, defeased or otherwise discharged any Indebtedness since the
beginning of such period or if any Indebtedness is to be repaid, repurchased,
defeased or otherwise discharged (in each case other than Indebtedness
Incurred under any revolving credit facility unless such Indebtedness has been
permanently repaid and has not been replaced) on the date of the transaction
giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA
and Consolidated Interest Expense for such period shall be calculated on a pro
forma basis as if such discharge had occurred on the first day of such period
and as if Goodyear or such Restricted Subsidiary had not earned the interest
income actually earned during such period in respect of cash or Temporary Cash
Investments used to repay, repurchase, defease or otherwise discharge such
Indebtedness,




     (C) if since the beginning of such period Goodyear or any
Restricted Subsidiary shall have made any Asset Disposition, the EBITDA for
such period shall be reduced by an amount equal to the EBITDA (if positive)
directly attributable to the assets that are the subject of such Asset
Disposition for such period or increased by an amount equal to the EBITDA (if
negative) directly attributable thereto for such period and Consolidated
Interest Expense for such period shall be reduced by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness of
Goodyear or any Restricted Subsidiary repaid, repurchased, defeased or
otherwise discharged with respect to Goodyear and its Restricted Subsidiaries
in connection with such Asset Disposition for such period (or, if the Capital
Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense
for such period directly attributable to the Indebtedness of such Restricted
Subsidiary to the extent Goodyear and its continuing Restricted Subsidiaries
are no longer liable for such Indebtedness after such sale),




     (D) if since the beginning of such period Goodyear or any
Restricted Subsidiary (by merger or otherwise) shall have made an Investment
in any Restricted Subsidiary (or any Person that becomes a Restricted
Subsidiary) or an acquisition of assets, including any acquisition of assets
occurring in connection with a transaction causing a calculation to be made
hereunder, which constitutes all or substantially all of an operating unit,
division or line of a business,
EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma effect thereto (including the



10









 







Incurrence of any Indebtedness) as if such Investment or acquisition
occurred on the first day of such period, and




     (E) if since the beginning of such period any Person that
subsequently became a Restricted Subsidiary or was merged with or into
Goodyear or any Restricted Subsidiary since the beginning of such period
shall have made any Asset Disposition or any Investment or acquisition of
assets that would have required an adjustment pursuant to clause (C) or (D)
above if made by Goodyear or a Restricted Subsidiary during such period,
EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto as if such Asset Disposition,
Investment or acquisition of assets occurred on the first day of such period.



          For purposes of this definition, whenever pro forma effect is to be given to an acquisition of
assets, Asset Disposition or other Investment, the amount of income, EBITDA or earnings relating
thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred
in connection therewith, the pro forma calculations shall be determined in good faith by a
responsible Financial Officer of Goodyear and shall comply with the requirements of Rule 11-02 of
Regulation S-X, as it may be amended or replaced from time to time, promulgated by the SEC.



          If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the
interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period (taking into account any Interest
Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term
as at the date of determination in excess of 12 months). If any Indebtedness is Incurred or repaid
under a revolving credit facility and is being given pro forma effect, the interest on such
Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the
four fiscal quarters subject to the pro forma calculation.



          “Consolidated European J.V. EBITDA” means, for any period, the Consolidated J.V. Net
Income for such period, minus, to the extent included in calculating such Consolidated J.V. Net
Income, foreign exchange currency gains for such period, and plus, without duplication, the
following, to the extent deducted in calculating such Consolidated J.V. Net Income:




     (a) income tax expense of the European J.V. and the Consolidated Restricted
J.V. Subsidiaries;




(b) Consolidated J.V. Interest Expense;




     (c) depreciation expense of the European J.V. and the Consolidated Restricted
J.V. Subsidiaries;



11









 






     (d) amortization expense of the European J.V. and the Consolidated Restricted
J.V. Subsidiaries (excluding amortization expense attributable to a prepaid cash item
that was paid in a prior period);




     (e) cash restructuring charges relating to the Amiens North restructuring; provided
that the aggregate amount of such cash restructuring charges that may be added back in
determining Consolidated European J.V. EBITDA pursuant to this clause (e) for all periods
reported on during the term of this Agreement shall not exceed €90,000,000;




(f) foreign exchange currency losses for such period; and




     (g) all other noncash charges of the European J.V. and the Consolidated Restricted
J.V. Subsidiaries (excluding any such noncash charge to the extent it represents an
accrual of or reserve for cash expenditures in any future period) less all noncash items
of income of the European J.V. and the Consolidated Restricted J.V. Subsidiaries, in each
case for such period (other than normal accruals in the ordinary course of business).



          Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and
the depreciation and amortization and noncash charges of, a Restricted J.V. Subsidiary shall be
added to Consolidated J.V. Net Income to compute Consolidated European J.V. EBITDA only to the
extent (and in the same proportion) that the net income of such Restricted J.V. Subsidiary was
included in calculating Consolidated J.V. Net Income and only if (A) a corresponding amount would
be permitted at the date of determination to be dividended to the European J.V. by such Restricted
J.V. Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its
charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Restricted J.V. Subsidiary or its shareholders or (B)
in the case of any Foreign Restricted J.V. Subsidiary, a corresponding amount of cash is readily
procurable by the European J.V. from such Foreign Restricted J.V. Subsidiary (as determined in
good faith by a Financial Officer of the European J.V.) pursuant to intercompany loans,
repurchases of Capital Stock or otherwise, provided that to the extent cash of such Foreign
Restricted J.V. Subsidiary provided the basis for including the net income of such subsidiary in
Consolidated J.V. Net Income pursuant to clause (c) of the definition of “Consolidated J.V. Net
Income,” such cash shall not be taken into account for the purposes of determining readily
procurable cash under this clause (B). Consolidated European J.V. EBITDA for any period of four
consecutive fiscal quarters will be determined in Euros based upon the Exchange Rate in effect on
the last day of the applicable period.



          “Consolidated Interest Expense” means, for any period, the total interest expense of
Goodyear and its Consolidated Restricted Subsidiaries, plus, to the extent Incurred by Goodyear
and its Consolidated Restricted Subsidiaries in such period but not included in such interest
expense, without duplication:



12









 






     (1) interest expense attributable to Capitalized Lease Obligations
and the interest expense attributable to leases constituting part of a
Sale/Leaseback Transaction that does not result in a Capitalized Lease Obligation;




     (2) amortization of debt discount and debt issuance
costs;





     (3) capitalized interest;



     (4) noncash interest expense;



     (5) commissions, discounts and other fees and charges attributable
to letters of credit and bankers’ acceptance financing,




     (6) interest accruing on any Indebtedness of any other Person to the
extent such Indebtedness is Guaranteed by (or secured by the assets of) Goodyear or
any Restricted Subsidiary and such Indebtedness is in default under its terms or
any payment is actually made in respect of such Guarantee;




     (7) net payments made pursuant to Hedging Obligations in respect of
interest expense (including amortization of fees);




     (8) dividends paid in cash or Disqualified Stock in respect of (A)
all Preferred Stock of Restricted Subsidiaries and (B) all Disqualified Stock of
Goodyear, in each case held by Persons other than Goodyear or a Restricted
Subsidiary;




     (9) interest Incurred in connection with investments in
discontinued operations; and




     (10) the cash contributions to any employee stock ownership plan or
similar trust to the extent such contributions are used by such plan or trust to
pay interest or fees to any Person (other than Goodyear) in connection with
Indebtedness Incurred by such plan or trust;


and less, to the extent included in such total interest expense, (A) any breakage costs of Hedging
Obligations terminated in connection with the Incurrence of Indebtedness on the 2010 Indenture
Closing Date and the application of the net proceeds therefrom and (B) the amortization during such
period of capitalized financing costs; provided, however, that for any financing
consummated after the 2010 Indenture Closing Date, the aggregate amount of amortization relating to
any such capitalized financing costs deducted in calculating Consolidated Interest Expense shall
not exceed 5% of the aggregate amount of the financing giving rise to such capitalized financing
costs.




          “Consolidated J.V. Interest Expense” means, for any period, the total interest
expense of the European J.V. and the Consolidated Restricted J.V. Subsidiaries,



13









 




plus, to the extent Incurred by the European J.V. and the Consolidated Restricted J.V. Subsidiaries
in such period but not included in such interest expense, without duplication:





     (1) interest expense attributable to Capitalized Lease Obligations
and the interest expense attributable to leases constituting part of a
Sale/Leaseback Transaction that does not result in a Capitalized Lease Obligation;




     (2) amortization of debt discount and debt issuance
costs;





     (3) capitalized interest;




     (4) noncash
interest expense;




     (5) commissions, discounts and other fees and charges attributable
to letters of credit and bankers’ acceptance financing,




     (6) interest accruing on any Indebtedness of any other Person to the
extent such Indebtedness is Guaranteed by (or secured by the assets of) the
European J.V. or any Restricted J.V. Subsidiary and such Indebtedness is in default
under its terms or any payment is actually made in respect of such Guarantee;




     (7) net payments made pursuant to Hedging Obligations in respect of
interest expense (including amortization of fees);




     (8) dividends paid in cash or Disqualified Stock in respect of (A)
all Preferred Stock of Restricted J.V. Subsidiaries and (B) all Disqualified
Stock of the European J.V., in each case held by Persons other than the European
J.V. or a Restricted J.V. Subsidiary;




     (9) interest Incurred in connection with investments in
discontinued operations; and




     (10) the cash contributions to any employee stock ownership plan or
similar trust to the extent such contributions are used by such plan or trust to
pay interest or fees to any Person (other than the European J.V.) in connection
with Indebtedness Incurred by such plan or trust;


and less, to the extent included in such total interest expense, (A) any breakage costs of Hedging
Obligations terminated in connection with the Incurrence of Indebtedness on the 2010 Indenture
Closing Date and the application of the net proceeds therefrom and (B) the amortization during such
period of capitalized financing costs; provided, however, that for any financing consummated after
the 2010 Indenture Closing Date, the aggregate amount of amortization relating to any such
capitalized financing costs deducted in calculating Consolidated Interest Expense shall not exceed
5% of the aggregate amount of the financing giving rise to such capitalized financing costs.





14












 





          “Consolidated J.V. Net Income” means, for any period, the net income of the European
J.V. and the Consolidated J.V. Subsidiaries for such period; provided, however, that there shall
not be included in such Consolidated Net Income:




     (a) any net income of any Person (other than the European J.V.) if such Person is
not a Restricted J.V. Subsidiary, except that:




     (1) subject to the limitations contained in clause (d) below, the
European J.V.’s equity in the net income of any such Person for such period shall
be included in such Consolidated J.V. Net Income up to the aggregate amount of cash
actually distributed by such Person during such period to the European J.V. or a
Restricted J.V. Subsidiary as a dividend or other distribution (subject, in the
case of a dividend or other distribution made to a Restricted J.V. Subsidiary, to
the limitations contained in clause (c) below);




     (2) the European J.V.’s equity in a net loss of any such Person
for such period shall be included in determining such Consolidated J.V. Net
Income to the extent such loss has been funded with cash from the European J.V.
or a Restricted J.V. Subsidiary;




     (b) any net income (or loss) of any Person acquired by the European J.V. or a J.V.
Subsidiary in a pooling of interests transaction for any period prior to the date of such
acquisition;




     (c) any net income of any Restricted J.V. Subsidiary if such Restricted J.V.
Subsidiary is subject to restrictions on the payment of dividends or the making of
distributions by such Restricted J.V. Subsidiary, directly or indirectly, to the European
J.V. (but, in the case of any Foreign Restricted J.V. Subsidiary, only to the extent cash
equal to such net income (or a portion thereof) for such period is not readily procurable
by the European J.V. from such Foreign Restricted J.V. Subsidiary (with the amount of cash
readily procurable from such Foreign Restricted J.V. Subsidiary being determined in good
faith by a Financial Officer of the European J.V.) pursuant to intercompany loans,
repurchases of Capital Stock or otherwise), except that:




     (1) subject to the limitations contained in clause (d) below, the
European J.V.’s equity in the net income of any such Restricted J.V. Subsidiary for
such period shall be included in such Consolidated J.V. Net Income up to the
aggregate amount of cash actually distributed by such Restricted J.V. Subsidiary
during such period to the European J.V. or another Restricted J.V. Subsidiary as a
dividend or other distribution (subject, in the case of a dividend or other
distribution made to another Restricted J.V. Subsidiary, to the limitation
contained in this clause); and




     (2) the net loss of any such Restricted J.V. Subsidiary for such
period shall not be excluded in determining such Consolidated J.V. Net Income;



15









 






     (d) any gain (or loss) realized upon the sale or other disposition of any asset of the
European J.V. or the Consolidated J.V. Subsidiaries (including pursuant to any
Sale/Leaseback Transaction) that is not sold or otherwise
disposed of in the ordinary course of business and any gain (or loss) realized upon
the sale or other disposition of any Capital Stock of any Person;




(e) any extraordinary gain or loss; and




(f) the cumulative effect of a change in accounting principles.



          “Consolidated Net Income” means, for any period, the net income of Goodyear and its
Consolidated Subsidiaries for such period; provided, however, that there shall not be
included in such Consolidated Net Income:




     (a) any net income of any Person (other than Goodyear) if such Person is not a
Restricted Subsidiary, except that:




     (1) subject to the limitations contained in clause (d) below,
Goodyear’s equity in the net income of any such Person for such period shall be
included in such Consolidated Net Income up to the aggregate amount of cash
actually distributed by such Person during such period to Goodyear or a
Restricted Subsidiary as a dividend or other distribution (subject, in the case
of a dividend or other distribution made to a Restricted Subsidiary, to the
limitations contained in clause (c) below);




     (2) Goodyear’s equity in a net loss of any such Person for such
period shall be included in determining such Consolidated Net Income to the extent
such loss has been funded with cash from Goodyear or a Restricted Subsidiary;




     (b) any net income (or loss) of any Person acquired by Goodyear or a Subsidiary of
Goodyear in a pooling of interests transaction for any period prior to the date of such
acquisition;




     (c) any net income of any Restricted Subsidiary if such Restricted Subsidiary is
subject to restrictions on the payment of dividends or the making of distributions by such
Restricted Subsidiary, directly or indirectly, to Goodyear (but, in the case of any
Foreign Restricted Subsidiary, only to the extent cash equal to such net income (or a
portion thereof) for such period is not readily procurable by Goodyear from such Foreign
Restricted Subsidiary (with the amount of cash readily procurable from such Foreign
Restricted Subsidiary being determined in good faith by a Financial Officer of Goodyear)
pursuant to intercompany loans, repurchases of Capital Stock or otherwise), except that:




     (1) subject to the limitations contained in clause (d) below,
Goodyear’s equity in the net income of any such Restricted Subsidiary for such
period shall be included in such Consolidated Net Income up to the aggregate
amount of cash actually distributed by such Restricted



16









 






Subsidiary during such period to Goodyear or another Restricted Subsidiary as a
dividend or other distribution (subject, in the case of a dividend or other
distribution made to another Restricted Subsidiary, to the limitation contained
in this clause); and




     (2) the net loss of any such Restricted Subsidiary for such period
shall not be excluded in determining such Consolidated Net Income;




     (d) any gain (or loss) realized upon the sale or other disposition of any asset of
Goodyear or its Consolidated Subsidiaries (including pursuant to any Sale/Leaseback
Transaction) that is not sold or otherwise disposed of in the ordinary course of business
and any gain (or loss) realized upon the sale or other disposition of any Capital Stock
of any Person;




(e) any extraordinary gain or loss;




(f) [intentionally omitted]; and




(g) the cumulative effect of a change in accounting principles.


Notwithstanding the foregoing, for the purpose of Section 6.02 only, there shall be excluded from
Consolidated Net Income any dividends, repayments of loans or advances or other transfers of
assets from Unrestricted Subsidiaries to Goodyear or a Restricted Subsidiary to the extent such
dividends, repayments or transfers increase the amount of Restricted Payments permitted under
Section 6.02(a)(3)(iv).




          “Consolidated Net J.V. Indebtedness” means, at any date, (a) the sum for the European
J.V. and its Consolidated Subsidiaries at such date, without duplication, of (i) all
Indebtedness (other than obligations in respect of Swap Agreements) that is included on
the European J.V.’s consolidated balance sheet, (ii) all Capitalized Lease Obligations,
(iii) all synthetic lease financings and (iv) all Qualified Receivables Transactions,
minus (b) the Cash Amount, all determined in accordance with GAAP. For purposes of
computing Consolidated Net J.V. Indebtedness, (A) the amount of any synthetic lease
financing shall equal the amount that would be capitalized in respect of such lease if it
were a Capitalized Lease Obligation, (B) Indebtedness owing by the European J.V. or any of
its Consolidated Subsidiaries to Goodyear or any of its Consolidated Subsidiaries shall be
disregarded, and (C) the “Cash Amount” shall mean the sum of (i) the aggregate amount of
cash and Temporary Cash Investments in excess of $100,000,000 held at such time by the
European J.V. and its Consolidated Subsidiaries, (ii) the aggregate amount of cash and
Temporary Cash Investments in excess of $150,000,000 held at such time by Goodyear and its
Consolidated Subsidiaries that are US Subsidiaries and (iii) if at such date the
requirements of Section 6.09 of the First Lien Agreement do not apply and the conditions
to borrowing under the First Lien Agreement are met, the amount equal to the difference
between (1) the lesser of (x) the Borrowing Base (as defined in the First Lien Agreement)
and (y) the aggregate amount of the Commitments (as



17









 




defined in the First Lien Agreement) in effect at such time under the First Lien Agreement
minus (2) the aggregate amount of the Credit Exposures (as defined in the First Lien
Agreement) at such time. For purposes of Section 6.09,
Consolidated Net J.V. Indebtedness will be determined in Euros based upon the Exchange
Rate in effect on the last day of the applicable period.




          “Consolidated Revenue” means, for any period, the revenues for such period, determined
in accordance with GAAP, of Goodyear and the Subsidiaries the accounts of which would be
consolidated with those of Goodyear in Goodyear’s consolidated financial statements in
accordance with GAAP.



          “Consolidated Total Assets” means, at any date, the total assets, determined in accordance
with GAAP, of Goodyear and the Subsidiaries the accounts of which would be consolidated with those
of Goodyear in Goodyear’s consolidated financial statements in accordance with GAAP.



          “Consolidation” means, in the case of Goodyear, unless the context otherwise requires, the
consolidation of (1) in the case of Goodyear, the accounts of each of the Restricted Subsidiaries
with those of Goodyear and (2) in the case of a Restricted Subsidiary, the accounts of each
Subsidiary of such Restricted Subsidiary that is a Restricted Subsidiary with those of such
Restricted Subsidiary, in each case in accordance with GAAP consistently applied; provided,
however, that “Consolidation” will not include consolidation of the accounts of any Unrestricted
Subsidiary, but the interest of Goodyear or any Restricted Subsidiary in an Unrestricted Subsidiary
will be accounted for as an investment. “Consolidation” means, in the case of the European J.V.,
unless the context otherwise requires, the consolidation of (1) in the case of the European J.V.,
the accounts of each of the Restricted J.V. Subsidiaries with those of the European J.V. and (2) in
the case of a Restricted J.V. Subsidiary, the accounts of each Subsidiary of such Restricted J.V.
Subsidiary that is a Restricted J.V. Subsidiary with those of such Restricted J.V. Subsidiary, in
each case in accordance with GAAP consistently applied; provided, however, that “Consolidation”
will not include consolidation of the accounts of any J.V. Subsidiary that is an Unrestricted
Subsidiary, but the interest of the European J.V. or any Restricted J.V. Subsidiary in any such
Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a
correlative meaning.



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



          “Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise
voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative
thereto.



          “Credit Documents” means this Agreement, the Amendment and Restatement Agreement, the
Issuing Bank Agreements, any letter of credit applications



18









 




referred to in Section 2.04(a) or (b), any promissory notes delivered pursuant to Section 2.09(e)
and the Security Documents.




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



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



          “Currency Agreement” means with respect to any Person any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement to which such Person is a party
or of which it is a beneficiary.



          “Default” means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.



          “Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date
required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its
participations in Letters of Credit or Swingline Loans or (iii) pay over to any DL Party any other
amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender
notifies the Administrative Agent in writing that such failure is the result of such Lender’s good
faith determination that a condition precedent to funding (specifically identified and including
the particular default, if any) has not been satisfied, (b) has notified Goodyear or any Borrower
or any DL Party in writing, or has made a public statement to the effect, that it does not intend
or expect to comply with any of its funding obligations under this Agreement (unless such writing
or public statement indicates that such position is based on such Lender’s good faith determination
that a condition precedent (specifically identified and including the particular default, if any)
to funding a loan under this Agreement cannot be satisfied), (c) has failed, within three Business
Days after request by a DL Party, acting in good faith, to provide a certification in writing from
an authorized officer of such Lender that it will comply with its obligations (and is financially
able to meet such obligations) to fund prospective Loans and participations in then outstanding
Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease
to be a Defaulting Lender pursuant to this clause (c) upon such DL Party’s receipt of such
certification in form and substance satisfactory to it and the Administrative Agent, or (d) has
become the subject of a Bankruptcy Event.



          “Designated Noncash Consideration” means noncash consideration received by Goodyear or one
of its Restricted Subsidiaries in connection with an Asset Disposition that is designated by
Goodyear as Designated Noncash Consideration, less the amount of cash or cash equivalents
received in connection with a subsequent sale of such Designated Noncash Consideration, which
cash and cash equivalents shall be considered Net Available Cash received as of such date and
shall be applied pursuant to Section 6.04.



19









 





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



          “Disclosure Documents” means reports of Goodyear on Forms 10-K, 10-Q and 8-K, and any
amendments thereto, that shall have been (i) filed with the SEC on or prior to April 15, 2011, or
(ii) filed with the Securities and Exchange Commission after such date and prior to the Effective
Date and delivered to the Administrative Agent prior to the date hereof.



          “Disclosure Letter” means the letter to the Lenders, JPMCB and JPMEL from Goodyear and the
European J.V. dated the Effective Date which identifies itself as the Disclosure Letter.



          “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms
(or by the terms of any security into which it is convertible or for which it is exchangeable or
exercisable) or upon the happening of any event:




     (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation
or otherwise;




     (b) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding
Capital Stock convertible or exchangeable solely at the option of Goodyear or a Restricted
Subsidiary; provided, however, that any such conversion or exchange shall be deemed an
Incurrence of Indebtedness or Disqualified Stock, as applicable); or




(c) is redeemable at the option of the holder thereof, in whole or in part;


in the case of each of clauses (a), (b) and (c), on or prior to 180 days after the Maturity Date;
provided, however, that any Capital Stock that would not constitute Disqualified Stock but for
provisions thereof giving holders thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of an “asset sale” or




20









 







“change of control” occurring prior to the first anniversary of the Maturity Date shall not
constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to
such Capital Stock are not more favorable in any material respect to the holders of such Capital
Stock than the provisions of Section 4.06 and Section 4.08 of the 2009 Indenture or the 2010
Indenture; provided further, however, that if such Capital Stock is issued to any employee or to
any plan for the benefit of employees of Goodyear or its Subsidiaries or by any such plan to such
employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be
required to be repurchased by Goodyear in order to satisfy applicable statutory or regulatory
obligations or as a result of such employee’s termination, death or disability.



The amount of any Disqualified Stock that does not have a fixed redemption, repayment or
repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if
such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of
such Disqualified Stock is to be determined pursuant to this Agreement; provided, however, that if
such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of
such determination, the redemption, repayment or repurchase price will be the book value of such
Disqualified Stock as reflected in the most recent financial statements of such Person.




          “DL Party” means the Administrative Agent, the Issuing Bank, the Swingline Lender or
any other Lender.



          “EBITDA” means, for any period, the Consolidated Net Income for such period, plus, without
duplication, the following, to the extent deducted in calculating such Consolidated Net Income:




     (a) income tax expense of Goodyear and its Consolidated Restricted
Subsidiaries;




     (b) Consolidated Interest Expense;




     (c) depreciation expense of Goodyear and its Consolidated Restricted
Subsidiaries;




     (d) amortization expense of Goodyear and its Consolidated Restricted Subsidiaries
(excluding amortization expense attributable to a prepaid cash item that was paid in a
prior period);




(e) [intentionally omitted]; and




     (f) all other noncash charges of Goodyear and its Consolidated Restricted
Subsidiaries (excluding any such noncash charge to the extent it represents an accrual of
or reserve for cash expenditures in any future period) less all noncash items of income of
Goodyear and its Restricted Subsidiaries in each case for such period (other than normal
accruals in the ordinary course of business).



21









 




Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the
depreciation and amortization and noncash charges of, a Restricted Subsidiary of Goodyear shall be
added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion)
that the net income of such Restricted Subsidiary was included in calculating Consolidated Net
Income and only if (A) a corresponding amount would be permitted at the date of determination to be
dividended to Goodyear by such Restricted Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements, instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable to such Restricted
Subsidiary or its shareholders or (B) in the case of any Foreign Restricted Subsidiary, a
corresponding amount of cash is readily procurable by Goodyear from such Foreign Restricted
Subsidiary (as determined in good faith by a Financial Officer of Goodyear) pursuant to
intercompany loans, repurchases of Capital Stock or otherwise, provided that to the extent cash of
such Foreign Restricted Subsidiary provided the basis for including the net income of such Foreign
Subsidiary in Consolidated Net Income pursuant to clause (c) of the definition of “Consolidated Net
Income,” such cash shall not be taken into account for the purposes of determining readily
procurable cash under this clause (B).




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



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



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



          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time.



          “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together
with Goodyear or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of
the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated
as a single employer under Section 414 of the Code.




22











 





          “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of
ERISA or the regulations issued thereunder, with respect to any Plan (other than an event for which
the 30 day notice period is waived or an event described in Section 4043.33 of Title 29 of the Code
of Federal Regulations); (b) any failure by any Plan to satisfy the minimum funding standards (as
defined in Section 412 of the Code or Section 302 of ERISA) applicable to such Plan as to which a
waiver has not been obtained; (c) the incurrence by Goodyear, a Subsidiary or any ERISA Affiliate
of any liability under Title IV of ERISA with respect to the termination of any Plan; (d) the
treatment of a Plan amendment as a termination under Section 4041 of ERISA; (e) any event or
condition, other than the Transactions, that would be materially likely to result in the
termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan under
Section 4042 of ERISA; (f) the receipt by Goodyear, a Subsidiary or any ERISA Affiliate from the
PBGC or a plan administrator of any notice of an intention to terminate any Plan or to appoint a
trustee to administer any Plan; (g) the incurrence by Goodyear, any Subsidiary or any ERISA
Affiliate of any liability under Title IV of ERISA with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (h) the receipt by Goodyear, any Subsidiary or
any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Goodyear, any
Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA.



          “EURIBO Rate” means, with respect to any Eurocurrency Borrowing denominated in Euros
for any Interest Period, the rate appearing on the Reuters “EURIBOR 01” screen displaying the
EURIBOR Rate (or any successor or substitute screen provided by Reuters, or any successor to or
substitute for such service, providing rate quotations comparable to those currently provided on
such screen, as determined by the Administrative Agent in consultation with the Borrowers from time
to time for purposes of providing quotations of interest rates applicable to deposits in Euro in
the European interbank market) at approximately 11:00 a.m., Brussels time, two Business Days prior
to the commencement of such Interest Period, as the rate for deposits in Euros with a maturity
comparable to such Interest Period; provided that in the event that such rate is not available at
such time for any reason with respect to such Eurocurrency Borrowing, then the “EURIBO Rate” with
respect to such Eurocurrency Borrowing for such Interest Period shall be the rate (rounded upwards,
if necessary, to the next 1/100 of 1%) at which deposits of €5,000,000 and for a maturity
comparable to such Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest Period.



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



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



23









 




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




          “Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted Eurocurrency Rate.



          “European Bank Indebtedness” means any and all amounts payable under or in respect of
the European Facilities Agreement and any Refinancing Indebtedness with respect thereto or with
respect to such Refinancing Indebtedness, as amended from time to time, including principal,
premium (if any), interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to Goodyear, whether or not a claim for post-filing
interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations and
all other amounts payable thereunder or in respect thereof.



          “European Facilities Agreement” means this Amended and Restated Revolving Credit
Agreement dated as of the date hereof, among the European J.V., the other borrowers thereunder,
certain lenders, certain issuing banks, J.P. Morgan Europe Limited, as administrative agent, and
JPMCB, as collateral agent, as amended, restated, supplemented, waived, replaced (whether or not
upon termination, and whether with the original lenders or otherwise), refinanced, restructured
or otherwise modified from time to time.



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




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



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



24









 





          “Excluded Subsidiary” means any Subsidiary with only nominal assets and no operations.
No Subsidiary shall be an Excluded Subsidiary if it is a Guarantor or a Grantor under the First
Lien Guarantee and Collateral Agreement or the Second Lien Guarantee and Collateral Agreement or a
Subsidiary Guarantor under the 2009 Indenture, the 2010 Indenture or the J.V. Notes Indenture.



          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation
of any Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net
income by the jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its applicable lending office
is located, (b) any branch profits taxes or any similar tax imposed by any jurisdiction described
in clause (a) above and (c) (i) any withholding tax that is imposed by the United States on
amounts payable to a Foreign Lender (other than an assignee pursuant to Section 7.02 or an
assignee pursuant to a request by the European J.V. under Section 2.19(b)) at the time such
Foreign Lender first becomes a party to this Agreement (or designates a new lending office),
except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time
of designation of a new lending office (or assignment), to receive additional amounts from such
Borrower with respect to such withholding tax pursuant to Section 2.17(a) or (ii) any withholding
tax that is imposed by the United States or any jurisdiction in which a Borrower is located on
amounts payable to a Lender that is attributable to such Lender’s failure to comply with Section
2.17(f) or Section 2.17(g).



          “Existing Credit Agreement” means the Amended and Restated Revolving Credit Agreement
dated as of April 20, 2007, as amended, among Goodyear, the European J.V., GDTG, Lux Tires, the
lenders party thereto, J.P. Morgan Europe Limited, as administrative agent for the Lenders, and
JPMorgan Chase Bank, N.A., as collateral agent for the Lenders, as in effect immediately prior to
the effectiveness of Transactions to occur on the Effective Date and prior to its amendment and
restatement in the form hereof.



          “Fair Market Value” means, with respect to any asset or property, the price which
could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller
and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the
transaction, as such price is, unless specified otherwise in this Agreement, determined in good
faith by a Financial Officer of Goodyear or by the Board of Directors.



          “Farm Tires Sale” means the sale of the farm tires business of the European J.V.
and the J.V. Subsidiaries, as described in Goodyear’s Form 10-K for the fiscal year ended
December 31, 2010.



          “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this
Agreement and any regulations or official interpretations thereof.



25









 





          “Financial Officer” means the chief financial officer, principal accounting officer,
treasurer or any assistant treasurer of Goodyear, or any senior vice president or higher ranking
executive to whom any of the foregoing report.



          “First Lien Agreement” means the Amended and Restated First Lien Credit Agreement
dated as of April 20, 2007, among Goodyear, certain lenders, certain issuing banks, Citicorp USA,
Inc., as syndication agent, and JPMCB, as administrative agent, as amended, restated,
supplemented, waived, replaced (whether or not upon termination, and whether with the original
lenders or otherwise), refinanced, restructured or otherwise modified from time to time (except to
the extent that any such amendment, restatement, supplement, waiver, replacement, refinancing,
restructuring or other modification thereto would be prohibited by the terms of this Agreement,
unless otherwise agreed to by the Majority Lenders).



          “First Lien Guarantee and Collateral Agreement” means the Guarantee and Collateral
Agreement among Goodyear, the Subsidiary Guarantors thereunder, the Grantors thereunder, certain
other Subsidiaries and JPMCB, as collateral agent under the First Lien Agreement, dated as of
April 8, 2005, as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein).



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



          “Foreign Restricted J.V. Subsidiary” means any Restricted J.V. Subsidiary that is not
organized under the law of The Netherlands.



          “Foreign Restricted Subsidiary” means any Restricted Subsidiary that is not
organized under the laws of the United States or any State thereof or the District of Columbia,
other than Goodyear Canada.



          “Foreign Subsidiary” means any Subsidiary organized under the laws of a jurisdiction
other than the United States or any of its territories or possessions or any political subdivision
thereof.



          “GAAP” means generally accepted accounting principles in the United States or, when
reference is made to financial statements of a Person organized under the laws of a jurisdiction
outside of the United States, generally accepted accounting principles in such jurisdiction,
except that all determinations made under Section 6.09 shall be made in accordance with generally
accepted accounting principles in the United States.



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



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



26









 





          “German Borrower” means GDTG.



          “German Commitment” means, with respect to each German Lender, the commitment of such
Lender to make German Loans hereunder, expressed as an amount representing the maximum permitted
aggregate amount of such Lender’s German Credit Exposure hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each
German Lender’s German Commitment as of the Effective Date is set forth on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its German Commitment,
as applicable. The initial aggregate amount of the German Lenders’ German Commitments is
€100,000,000.



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



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



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



          “German Obligations” means (a) the due and punctual payment of (i) the principal of and
interest (including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the German Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise and (ii) all other monetary obligations of the Credit
Parties to any of the Secured Parties (including the Collateral Agent under Section 9.15) under
this Agreement and each of the other Credit Documents, including fees, costs, expenses and
indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such proceeding), save in each
case insofar as the same relate to, or to any Guarantee of, the ABT Loans or any amount payable in
respect thereof, (b) the due and punctual performance of all other nonmonetary obligations of the
Credit Parties to any of the Secured Parties under this Agreement and the other Credit Documents
(other than the performance of obligations in respect of, or under any Guarantee in respect of, the
ABT Loans or any amount payable in respect thereof), (c) the due and punctual payment and
performance of all obligations of any J.V. Subsidiary organized under the laws of the Federal
Republic of Germany under each Swap Agreement that shall at any time have been specified in a
written notice to the Administrative Agent from the European J.V. as being included in the German
Obligations if such Swap Agreement (i) shall have been in effect on the Effective Date with a
counterparty that shall have been a Lender or an Affiliate of a Lender immediately
prior to the effectiveness of the amendment and restatement hereof as of the Effective Date or
(ii) shall have been entered into after the Effective Date with any counterparty



27









 




that shall have been a Lender or an Affiliate of a Lender at the time such Swap
Agreement was entered into and (d) the due and punctual payment and performance of all obligations
of any J.V. Subsidiary organized under the laws of the Federal Republic of Germany arising out of
or in connection with cash management or similar services that shall at any time have been
designated in a written notice to the Administrative Agent from the European J.V. as being included
in the German Obligations and that are provided by a Person that shall have been a Lender or an
Affiliate of a Lender at the time of such designation; provided that any amount or
obligation that is an ABT Obligation shall not be a German Obligation.




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




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



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



          “Goodyear Canada” means Goodyear Canada Inc., an Ontario corporation, and its
successors and permitted assigns.



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



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



          “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or
indirect, contingent or otherwise, of such Person:




     (1) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or




     (2) entered into for purposes of assuring in any other manner
the obligee of such Indebtedness of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part);



28









 




provided, however, that the term “Guarantee” shall not include endorsements for
collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has
a corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.




          “Guarantee and Collateral Agreement” means the Master Guarantee and Collateral
Agreement among Goodyear, the Subsidiary Guarantors, the Grantors, certain other Subsidiaries, the
Lenders and the Collateral Agent, dated as of April 8, 2005, as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein).



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



          “Hedging Obligations” of any Person means the obligations of such Person pursuant
to any Interest Rate Agreement, Currency Agreement or raw materials hedge agreement.



          “Incur” means issue, assume, Guarantee, incur or otherwise become liable for;
provided, however, that any Indebtedness or Capital Stock of a Person existing at
the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary. The
term “Incurrence” when used as a noun shall have a correlative meaning. The accretion of principal
of a non-interest bearing or other discount security shall not be deemed the Incurrence of
Indebtedness.



          “Indebtedness” means, with respect to any Person on any date of
determination, without duplication:




     (1) the principal of and premium (if any) in respect of indebtedness
of such Person for borrowed money;




     (2) the principal of and premium (if any) in respect of
obligations of such Person evidenced by bonds, debentures, notes or other similar
instruments;




     (3) all obligations of such Person for the reimbursement of any
obligor on any letter of credit, bank guarantee, bankers’ acceptance or similar
credit transaction (other than obligations with respect to letters of credit,
bank guarantees, Trade Acceptances or similar credit transactions securing
obligations (other than obligations described in clauses (1), (2) and (5))
entered into in the ordinary course of business of such Person to
the extent such letters of credit, bank guarantees, Trade Acceptances or
similar credit transactions are not drawn upon or, if and to the extent



29









 






drawn upon, such drawing is reimbursed no later than the tenth Business Day
following payment on the letter of credit, bank guarantee, Trade Acceptance or
similar credit transaction);




     (4) all obligations of such Person to pay the deferred and unpaid
purchase price of property or services (except Trade Payables), which purchase
price is due more than six months after the date of placing such property in
service or taking delivery and title thereto or the completion of such services;




     (5) all Capitalized Lease Obligations and all Attributable Debt of
such Person;




     (6) the amount of all obligations of such Person with respect to
the redemption, repayment or other repurchase of any Disqualified Stock or, with
respect to any Subsidiary of such Person, any Preferred Stock (but excluding, in
each case, any accrued and unpaid dividends);




     (7) all Indebtedness of other Persons secured by a Lien on any
asset of such Person, whether or not such Indebtedness is assumed by such
Person; provided, however, that the amount of Indebtedness of
such Person shall be the lesser of:




     (A) the Fair Market Value of such asset at such
date of determination and




     (B) the amount of such Indebtedness of such other Persons;




     (8) Hedging Obligations of such Person; and




     (9) all obligations of the type referred to in clauses (1) through
(8) of other Persons for the payment of which such Person is responsible or
liable, directly or indirectly, as obligor, guarantor or otherwise, including by
means of any Guarantee.



          Notwithstanding the foregoing, in connection with the purchase by Goodyear or any Restricted
Subsidiary of any business, the term “Indebtedness” shall exclude post-closing payment adjustments
to which the seller may become entitled to the extent such payment is determined by a final
closing balance sheet or such payment depends on the performance of such business after the
closing; provided, however, that, at the time of closing, the amount of any such
payment is not determinable and, to the extent such payment thereafter becomes fixed and
determined, the amount is paid within 30 days thereafter.



          The amount of Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above;
provided, however, that in the case of Indebtedness sold at a discount, the
amount of such Indebtedness at any time will be the accreted value thereof at such time.



30









 






“Indemnified Taxes” means Taxes other than Excluded Taxes.




“Indemnitee” has the meaning set forth in Section 9.03.




“Information” has the meaning set forth in Section 9.12.



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



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



          “Interest Payment Date” means (a) with respect to any Eurocurrency Loan, the last day
of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of
a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day
prior to the last day of such Interest Period that occurs at intervals of three months’ duration
after the first day of such Interest Period and (b) with respect to any Swingline Loan, the day
that such Loan is required to be repaid.



          “Interest Period” means, with respect to any Eurocurrency Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter or ending on the same day of the
week that is one or two weeks thereafter, as any Borrower may elect; provided that (i) if
any Interest Period would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the next preceding
Business Day and (ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on
the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a
Borrowing initially shall be the date on which such Borrowing is made and, in the case of a
Borrowing, thereafter shall be the effective date of the most recent continuation of such
Borrowing.



          “Interest Rate Agreement” means, with respect to any Person, any interest rate
protection agreement, interest rate future agreement, interest rate option agreement, interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate
hedge agreement or other similar agreement or arrangement to which such Person is a party or of
which it is a beneficiary.



          “Investment” in any Person means any direct or indirect advance, loan or other
extension of credit (including by way of Guarantee or similar arrangement) or capital contribution
to (by means of any transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments issued by, such Person. For purposes of the definition of
“Unrestricted Subsidiary” and Section 6.02:



31









 






     (1)
“Investment” shall include the portion (proportionate to Goodyear’s equity interest in such Subsidiary) of the Fair Market Value of the net
assets of any Subsidiary of Goodyear at the time that such Subsidiary is designated
an Unrestricted Subsidiary; provided, however, that upon a redesignation of such
Subsidiary as a Restricted Subsidiary, Goodyear shall be deemed to continue to have
a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive)
equal to:




     (A) Goodyear’s “Investment” in such Subsidiary at the time
of such redesignation less




     (B) the portion (proportionate to Goodyear’s equity
interest in such Subsidiary) of the Fair Market Value of the net assets of
such Subsidiary at the time of such redesignation; and




     (2) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its Fair Market Value at the time of such
transfer.



          In the event that Goodyear sells Capital Stock of a Restricted Subsidiary such that after
giving effect to such sale, such Restricted Subsidiary would no longer constitute a Restricted
Subsidiary, any Investment in such Person remaining after giving effect to such sale shall be
deemed to constitute an Investment made on the date of such sale of Capital Stock.



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



          “Issuing Bank Agreement” means the issuing bank agreements entered into by JPMCB and
BNP Paribas in connection with the Existing Credit Agreement (each of which agreements shall
continue in respect of this Agreement) and each other agreement in form reasonably satisfactory to
the European J.V., the Administrative Agent and a financial institution pursuant to which such
financial institution agrees to act as an Issuing Bank hereunder.




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




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



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



32









 





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



          “J.V. Notes” means up to €250,000,000 aggregate principal amount of senior
unsecured notes of the European J.V. issued on the Effective Date under the J.V. Notes
Indenture.



          “J.V. Notes Indenture” means the Indenture dated as of April 20, 2011, among Goodyear,
the European J.V., certain Subsidiaries and Deutsche Trustee Company Limited, as Trustee, Deutsche
Bank Luxembourg S.A., as registrar, Deutsche Bank AG, London Branch, as principal paying agent and
transfer agent, and The Bank of New York Mellon (Luxembourg), S.A., as Luxembourg paying agent and
transfer agent.




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




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



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



          “LC Disbursement” shall mean a payment made by an Issuing Bank in respect of a
Letter of Credit. The amount of any LC Disbursement made by an Issuing Bank in US Dollars or
Pounds Sterling and not reimbursed by the applicable Borrower shall be determined as set forth
in paragraph (e) or (l) of Section 2.04, as applicable.



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



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



33









 





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



          “Lender Parent” means, with respect to any Lender, any Person as to which such
Lender is, directly or indirectly, a subsidiary.



          “Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall
have become a party hereto pursuant to an Assignment and Assumption, other than any such Person
that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context
otherwise requires, the term “Lender” includes the Swingline Lender.



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



          “LIBO Rate” means, with respect to any Eurocurrency Borrowing denominated in US
Dollars or in Pounds Sterling for any Interest Period, the rate determined by the Administrative
Agent at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period, by reference to British Bankers’ Association Interest Settlement Rates for
deposits in the applicable currency (as reflected on the applicable Reuters screen) for a period
equal to such Interest Period. In the event that such rate is not available at such time for any
reason with respect to any such Eurocurrency Borrowing, then the “LIBO Rate” with respect
to such Eurocurrency Borrowing for such Interest Period shall be the rate (rounded upwards, if
necessary, to the next 1/100 of 1%) at which deposits of US$5,000,000 or £5,000,000, as the case
may be, and for a maturity comparable to such Interest Period are offered by the principal London
office of the Administrative Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period.



          “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, French
delegation of claims, pledge, hypothecation, encumbrance, charge or security interest in, on or of
such asset, and (b) the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having substantially the same
economic effect as any of the foregoing) relating to such asset.



          “Lien Subordination and Intercreditor Agreement” means the Lien Subordination and
Intercreditor Agreement dated as of March 12, 2004, among the Collateral Agent, Wilmington Trust
Company, Goodyear and the US Subsidiary Guarantors or any agreement containing substantially the
same terms thereof, with any changes approved by the Administrative Agent.



34









 





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



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



          “Majority Lenders” means, at any time, Lenders having aggregate Revolving Credit
Exposures and unused Commitments representing at least a majority of the sum of the total
Revolving Credit Exposures and unused Commitments at such time.



          “Master Assignment Agreement” shall mean the Master Assignment and Acceptance dated
as of the date hereof among the Borrowers, the lenders party thereto and JPMCB.



          “Material Adverse Change” means a material adverse change in or effect on (a) the
business, operations, properties, assets or financial condition (including as a result of the
effects of any contingent liabilities thereon) of Goodyear and the Subsidiaries, taken as a whole,
(b) the ability of the Credit Parties, taken as a whole, to perform obligations under this
Agreement and the other Credit Documents that are material to the rights or interests of the
Lenders or (c) the rights of or benefits available to the Lenders or the Issuing Banks under this
Agreement and the other Credit Documents that are material to the interests of the Lenders or the
Issuing Banks.



          “Material Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Swap Agreements, of any one or more of Goodyear
and the Subsidiaries in an aggregate principal amount exceeding $100,000,000. For purposes of
determining Material Indebtedness, the “principal amount” of the obligations of Goodyear or any
Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that Goodyear or such Subsidiary would be required to
pay if such Swap Agreement were terminated at such time, calculated in accordance with the terms
of such Swap Agreement.



          “Material Subsidiary” means, at any time, each Subsidiary other than Subsidiaries
that do not represent more than 5% for any such individual Subsidiary, or more than 10% in the
aggregate for all such Subsidiaries, of either (a) Consolidated Total Assets or (b) Consolidated
Revenue for the period of four fiscal quarters most recently ended.




“Maturity Date” means April 20, 2016.



          “Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.



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




“NAIC” means the National Association of Insurance Commissioners.



35









 





          “Net Available Cash” from an Asset Disposition means cash payments received
(including any cash payments received by way of deferred payment of principal pursuant to a note
or installment receivable or otherwise and proceeds from the sale or other disposition of any
securities received as consideration, in each case only as and when received, but excluding any
other consideration received in the form of assumption by the acquiring Person of Indebtedness or
other obligations relating to the properties or assets that are the subject of such Asset
Disposition or received in any other noncash form) therefrom, in each case net of:




     (1) all legal, accounting, investment banking, title and
recording tax expenses, commissions and other fees and expenses incurred, and
all Federal, state, provincial, foreign and local taxes required to be paid or
accrued as a liability under GAAP, as a consequence of such Asset Disposition;




     (2) all payments made on any Indebtedness which is secured by any
assets subject to such Asset Disposition, in accordance with the terms of any
Lien upon or other security agreement of any kind with respect to such assets, or
which must by its terms, or in order to obtain a necessary consent to such Asset
Disposition, or by applicable law be repaid out of the proceeds from such Asset
Disposition;




     (3) all distributions and other payments required to be made to
minority interest holders in Subsidiaries or joint ventures as a result of
such Asset Disposition; and




     (4) appropriate amounts to be provided by the seller as a reserve,
in accordance with GAAP, against any liabilities associated with the property or
other assets disposed of in such Asset Disposition and retained by Goodyear or any
Restricted Subsidiary after such Asset Disposition (but only for so long as such
reserve is maintained).



          “Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock,
the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees,
underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage,
consultant and other fees actually incurred in connection with such issuance or sale and net
of taxes paid or payable as a result thereof.



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




“Obligations” means the ABT Obligations and the German Obligations.



          “Other Taxes” means any and all present or future stamp, documentary, excise,
recording, transfer, sales, property or similar taxes, charges or levies arising from



36









 




any payment made under any Credit Document or from the execution, delivery or enforcement
of, or otherwise with respect to, any Credit Document.





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



          “Participant Register” has the meaning assigned to such term in Section 9.04.



          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in
ERISA and any successor entity performing similar functions.



          “Permitted Business” means any business engaged in by Goodyear or any Restricted
Subsidiary on the Effective Date and any Related Business.




“Permitted Encumbrances” means:




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




     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other Liens
imposed by law, arising in the ordinary course of business and securing obligations that
are not overdue by more than 30 days (or any longer grace period available under the terms
of the applicable underlying obligation) or are being contested;




     (c) Liens created and pledges and deposits made (including cash deposits to secure
obligations in respect of letters of credit provided) in the ordinary course of business in
compliance with workers’ compensation, unemployment insurance and other social security
laws or regulations;




     (d) Liens created and deposits made to secure the performance of bids, trade
contracts, leases, statutory obligations, appeal bonds, performance bonds and other
obligations of a like nature, in each case in the ordinary course of business, and
Liens created and deposits made prior to March 31, 2003, in the ordinary course of
business to secure the performance of surety bonds;




(e) judgment liens;




     (f) supplier’s liens in inventory, other assets supplied or accounts receivable that
result from retention of title or extended retention of title arrangements arising in
connection with purchases of goods in the ordinary course of business; and




     (g) easements, zoning restrictions, rights-of-way and similar encumbrances on real
property and other Liens incidental to the conduct of business or ownership of property
that arise automatically by operation of law or



37









 






arise in the ordinary course of business and that do not materially detract from the value
of the property of Goodyear and the Subsidiaries or of the Collateral, in each case taken
as a whole, or materially interfere with the ordinary conduct of business of Goodyear and
the Subsidiaries, taken as a whole, or otherwise adversely affect in any material respect
the rights or interests of the Lenders;


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




          “Permitted Investment” means an Investment by Goodyear or any Restricted
Subsidiary (other than the European J.V. or any J.V. Subsidiary) in:




     (1) Goodyear, a Restricted Subsidiary or a Person that will, upon
the making of such Investment, become a Restricted Subsidiary;




     (2) another Person if as a result of such Investment such other
Person is merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, Goodyear or a Restricted Subsidiary;




     (3) Temporary Cash Investments;




     (4) receivables owing to Goodyear or any Restricted Subsidiary
if created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms; provided,
however, that such trade terms may include such concessionary trade
terms as Goodyear or any such Restricted Subsidiary deems reasonable under the
circumstances;




     (5) payroll, travel and similar advances to cover matters that are
expected at the time of such advances ultimately to be treated as expenses for
accounting purposes and that are made in the ordinary course of business;




     (6) loans or advances to employees made in the ordinary course
of business of Goodyear or such Restricted Subsidiary;




     (7) stock, obligations or securities received in settlement of
disputes with customers or suppliers or debts (including pursuant to any plan of
reorganization or similar arrangement upon insolvency of a debtor) created in the
ordinary course of business and owing to Goodyear or any Restricted Subsidiary or
in satisfaction of judgments;




     (8) any Person to the extent such Investment represents the non
cash portion of the consideration received for an Asset Disposition that was made
pursuant to and in compliance with Section 6.04;




     (9) a Receivables Entity or any Investment by a Receivables Entity
in any other Person in connection with a Qualified Receivables Transaction,



38









 






including Investments of funds held in accounts permitted or required by the
arrangements governing such Qualified Receivables Transaction or any related
Indebtedness; provided, however, that any Investment in a
Receivables Entity is in the form of a Purchase Money Note, contribution of
additional receivables or an equity interest;




     (10) any Person to the extent such Investments consist of prepaid
expenses, negotiable instruments held for collection and lease, utility and
workers’ compensation, performance and other similar deposits made in the ordinary
course of business by Goodyear or any Restricted Subsidiary;




     (11) any Person to the extent such Investments consist of
Hedging Obligations otherwise permitted under Section 6.01;




     (12) any Person to the extent such Investment in such Person
existed on the Effective Date and any Investment that replaces, refinances or
refunds such an Investment, provided that the new Investment is in an
amount that does not exceed that amount replaced, refinanced or refunded and is
made in the same Person as the Investment replaced, refinanced or refunded;




     (13) advances to, and Guarantees for the benefit of, customers,
dealers or suppliers made in the ordinary course of business and consistent with
past practice; and




     (14) any Person to the extent such Investment, when taken together
with all other Investments made pursuant to this clause (14) and then outstanding
on the date such Investment is made, does not exceed the greater of (A) the sum of
(i) $500,000,000 and (ii) any amounts under Section 6.02(a)(3)(iv)(x) that were
excluded by operation of the proviso in Section 6.02(a)(3)(iv) and which excluded
amounts are not otherwise included in Consolidated Net Income or intended to be
permitted under any of clauses (1) through (13) of this definition and (B) 5.0% of
Consolidated assets of Goodyear as of the end of the most recent fiscal quarter for
which financial statements of Goodyear have been filed with the SEC.



          “Permitted J.V. Investment” means an Investment by the European J.V. or a Restricted
J.V. Subsidiary in:




     (1) the European J.V., a Restricted J.V. Subsidiary or a Person
that will, upon the making of such Investment, become a Restricted J.V.
Subsidiary;




     (2) another Person if as a result of such Investment such other
Person is merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, the European J.V. or a Restricted J.V.
Subsidiary;



39









 






     (3) Temporary Cash Investments;




     (4) any Investment in Goodyear or any Subsidiary in the form of a
transfer of assets used in or directly relating to any manufacturing process (but
excluding any cash or financial asset) from a jurisdiction having higher
manufacturing costs to a jurisdiction having lower manufacturing costs;
provided that after giving effect to any such transfer or related series
of transfers of assets having an aggregate book value in excess of $5,000,000, the
aggregate book value of all assets subject to all such transfers involving assets
having an aggregate book value in excess of $5,000,000 after the Effective Date,
shall not exceed $100,000,000;




     (5) the acquisition of any Capital Stock; provided that the
aggregate consideration paid on or after the Effective Date by the European J.V.
and the Restricted J.V. Subsidiaries in all such acquisitions (including
Indebtedness assumed by the European J.V. or any Restricted J.V. Subsidiary) shall
not exceed $200,000,000 plus the aggregate amount of J.V. Equity Proceeds
received after the Effective Date that shall not have been used to make other
Investments of the European J.V. and the Restricted J.V. Subsidiaries under this
clause (5);




     (6) Guarantees not otherwise permitted under Section 6.02(c)
Incurred in the ordinary course of business and consistent with past practices in
an aggregate amount for all such Guarantees by the European J.V. and the
Restricted J.V. Subsidiaries at any time outstanding not exceeding $25,000,000;




     (7) Investments by the European J.V. or any Restricted J.V.
Subsidiary made in Goodyear or any of its Subsidiaries in the form of Indebtedness
which, in the case of any such Indebtedness owed to any Grantor other than any
Grantor that is organized under the laws of France, is pledged pursuant to the
Security Documents to secure the Obligations required to be secured by such
Grantor;




     (8) Investments in Subsidiaries or Goodyear; provided that
no Investment shall be made by any Credit Party in a Subsidiary that is not a
Credit Party or by a J.V. Loan Party in Goodyear or a Subsidiary that is not a
J.V. Loan Party pursuant to this clause (8) except Investments (A) to fund working
capital needs of such Subsidiary, (B) to replace amounts available under credit
facilities or other financings of such Subsidiary existing on the date hereof that
shall have matured or shall have been terminated or reduced, (C) to cover losses
from operations of such Subsidiary and (D) to provide funds for capital
expenditures or acquisitions permitted to be made by such Subsidiary;
provided further, that Capital Stock in any J.V. Subsidiary may
not be transferred to any Subsidiary that is not the European J.V. or a J.V.
Subsidiary;



40









 






     (9) stock, obligations or securities received in settlement of
disputes with customers or suppliers or debts (including pursuant to any plan of
reorganization or similar arrangement upon insolvency of a debtor) created in the
ordinary course of business and owing to the European J.V. or any Restricted J.V.
Subsidiary or in satisfaction of judgments;




     (10) any Person to the extent such Investment represents the non
cash portion of the consideration received for an Asset Disposition that was made
pursuant to and in compliance with Section 6.04;




     (11) loans and advances to officers and employees of the
European J.V. and the Restricted J.V. Subsidiaries in the ordinary course of
business;




     (12) any Person to the extent such Investments consist of prepaid
expenses, negotiable instruments held for collection and lease, utility and
workers’ compensation, performance and other similar deposits made in the
ordinary course of business by the European J.V. or any Restricted J.V.
Subsidiary;




     (13) a Receivables Entity or any Investment by a Receivables
Entity in any other Person in connection with a Qualified Receivables
Transaction in respect of accounts receivable of a Restricted J.V. Subsidiary,
including Investments of funds held in accounts permitted or required by the
arrangements governing such Qualified Receivables Transaction or any related
Indebtedness; provided, however, that any Investment in a
Receivables Entity is in the form of a Purchase Money Note, contribution of
additional receivables or an equity interest;




     (14) receivables owing to the European J.V. or any Restricted J.V.
Subsidiary if created or acquired in the ordinary course of business and payable
or dischargeable in accordance with customary trade terms; provided,
however, that such trade terms may include such concessionary trade terms
as the European J.V. or any such Restricted J.V. Subsidiary deems reasonable
under the circumstances;




     (15) payroll, travel and similar advances to cover matters that
are expected at the time of such advances ultimately to be treated as expenses
for accounting purposes and that are made in the ordinary course of business;




     (16) any Person to the extent such Investments consist of
Hedging Obligations otherwise permitted under Section 6.01;




     (17) any Person to the extent such Investment in such Person
existed on the Effective Date, and any Investment that replaces, refinances or
refunds such an Investment, provided that the new Investment is in an
amount that does not exceed that amount replaced, refinanced or refunded



41









 






and is made in the same Person as the Investment replaced, refinanced or
refunded;




     (18) advances to, and Guarantees for the benefit of, customers,
dealers or suppliers made in the ordinary course of business and consistent with
past practice; and




     (19) Investments not permitted by any other clause of this
definition in an aggregate amount at any time outstanding not greater than
$25,000,000.



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



          “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV or Section 302 of ERISA or Section 412 of the Code
sponsored, maintained or contributed to by Goodyear, any Subsidiary or any ERISA Affiliate.



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



          “Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock
of any class or classes (however designated) that is preferred as to the payment of dividends, or
as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of
such Person, over shares of Capital Stock of any other class of such Person.



          “Principal European Subsidiary” means, any J.V. Subsidiary (other than a Borrower)
organized under the laws of the Federal Republic of Germany, Luxembourg, the Republic of France or
the United Kingdom with Total Assets having a book value in excess of $10,000,000 as of December
31, 2010, or if later, as of the end of the most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 5.01(a) or (b).



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




“Purchase Money Indebtedness” means Indebtedness:



42









 






     (1) consisting of the deferred purchase price of property, plant and
equipment, conditional sale obligations, obligations under any title retention
agreement and other obligations Incurred in connection with the acquisition,
construction or improvement of such asset, in each case where the amount of such
Indebtedness does not exceed the greater of (A) the cost of the asset being
financed and (B) the Fair Market Value of such asset; and




     (2) Incurred to finance such acquisition, construction or
improvement by Goodyear or a Restricted Subsidiary of such asset;


provided, however, that such Indebtedness is Incurred within 180 days
after such acquisition or the completion of such construction or improvement.




          “Purchase Money Note” means a promissory note of a Receivables Entity evidencing a
line of credit, which may be irrevocable, from Goodyear or any Subsidiary of Goodyear to a
Receivables Entity in connection with a Qualified Receivables Transaction, which note:




     (1) shall be repaid from cash available to the Receivables
Entity, other than:




     (A) amounts required to be established as reserves;




     (B) amounts paid to investors in respect of interest;




     (C) principal and other amounts owing to such investors; and




     (D) amounts paid in connection with the purchase of
newly generated receivables; and




     (2) may be subordinated to the payments described in clause (A).



          “Qualified Receivables Transaction” means any transaction or series of transactions
that may be entered into by Goodyear or any of its Subsidiaries pursuant to which Goodyear or any
of its Subsidiaries may sell, convey or otherwise transfer to:




     (1) a Receivables Entity (in the case of a transfer by Goodyear or
any of its Subsidiaries); or




     (2) any other Person (in the case of a transfer by a
Receivables Entity);


or may grant a security interest in, any accounts receivable (whether now existing or arising in
the future) of Goodyear or any of its Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such accounts receivable, all
contracts and all Guarantees or other obligations in respect of such accounts receivable, proceeds
of such accounts receivable and other assets which are customarily transferred











43









 







or in respect of which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable; provided, however,
that the financing terms, covenants, termination events and other provisions thereof shall be
market terms (as determined in good faith by a Financial Officer of Goodyear); and
provided further, however, that no such transaction or series of
transactions shall be a Qualified Receivables Transaction if any of the accounts receivable
subject thereto is or would absent such transaction or series of transactions otherwise be
subject to a Lien securing any European Bank Indebtedness.




          The grant of a security interest in any accounts receivable of Goodyear or any of its
Restricted Subsidiaries to secure Bank Indebtedness shall not be deemed a Qualified Receivables
Transaction.



          “Receivables Entity” means a (a) Wholly Owned Subsidiary of Goodyear which is a
Restricted Subsidiary and which is designated by the Board of Directors (as provided below) as a
Receivables Entity or (b) another Person engaging in a Qualified Receivables Transaction with
Goodyear which Person engages in the business of the financing of accounts receivable, and in
either of clause (a) or (b):




     (1) no portion of the Indebtedness or any other
obligations (contingent or otherwise) of which




     (A) is Guaranteed by Goodyear or any Subsidiary of Goodyear
(excluding Guarantees of obligations (other than the principal of, and
interest on, Indebtedness) pursuant to Standard Securitization Undertakings);




     (B) is recourse to or obligates Goodyear or any Subsidiary of
Goodyear in any way other than pursuant to Standard Securitization
Undertakings; or




     (C) subjects any property or asset of Goodyear or any
Subsidiary of Goodyear, directly or indirectly, contingently or otherwise, to
the satisfaction thereof, other than pursuant to Standard Securitization
Undertakings;




     (2) which is not an Affiliate of Goodyear or with which neither
Goodyear nor any Subsidiary of Goodyear has any material contract, agreement,
arrangement or understanding other than on terms which Goodyear reasonably
believes to be no less favorable to Goodyear or such Subsidiary than those that
might be obtained at the time from Persons that are not Affiliates of Goodyear;
and




     (3) to which neither Goodyear nor any Subsidiary of Goodyear has
any obligation to maintain or preserve such entity’s financial condition or cause
such entity to achieve certain levels of operating results.



44









 





          Any such designation by the Board of Directors shall be evidenced to the Administrative
Agent by filing with the Administrative Agent a certified copy of the resolution of the Board of
Directors giving effect to such designation and a certificate of a Financial Officer certifying
that such designation complied with the foregoing conditions.




“Reference Date” means May 11, 2009.



          “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew,
refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or
replacement for, such Indebtedness, including, in any such case from time to time, after the
discharge of the Indebtedness being Refinanced. “Refinanced” and “Refinancing” shall have
correlative meanings.



          “Refinancing Indebtedness” means Indebtedness that is Incurred to Refinance
(including pursuant to any defeasance or discharge mechanism) any Indebtedness of Goodyear or any
Restricted Subsidiary existing on the Effective Date or Incurred in compliance with this
Agreement (including Indebtedness of Goodyear that Refinances Refinancing Indebtedness);
provided, however, that:




     (1) the Refinancing Indebtedness has a Stated Maturity no earlier
than the Stated Maturity of the Indebtedness being Refinanced;




     (2) the Refinancing Indebtedness has an Average Life at the time
such Refinancing Indebtedness is Incurred that is equal to or greater than the
Average Life of the Indebtedness being refinanced;




     (3) such Refinancing Indebtedness is Incurred in an aggregate
principal amount (or if Incurred with original issue discount, an aggregate issue
price) that is equal to or less than the aggregate principal amount of the
Indebtedness being refinanced (or if issued with original issue discount, the
aggregate accreted value) then outstanding (or that would be outstanding if the
entire committed amount of any credit facility being Refinanced were fully drawn
(other than any such amount that would have been prohibited from being drawn
pursuant to Section 6.01) (plus fees and expenses, including any premium and
defeasance costs);




     (4) if the Indebtedness being Refinanced is subordinated in right
of payment to the Obligations, such Refinancing Indebtedness is subordinated in
right of payment to the Obligations at least to the same extent as the
Indebtedness being Refinanced;




     (5) if Incurred by Goodyear or any US Subsidiary Guarantor, either
(A) such Refinancing Indebtedness is not secured by Liens on any assets other than
the assets that secured the Indebtedness being refinanced or (B)
such Refinancing Indebtedness, taken together with the aggregate outstanding
amount at the time of U.S. Bank Indebtedness and Senior



45









 






Subordinated-Lien Indebtedness that, in each case, constitutes Secured
Indebtedness, shall not exceed $3,900,000,000; and




     (6) if Incurred by the European J.V. or any Restricted J.V.
Subsidiary, the Refinancing Indebtedness is not secured by Liens on any assets
other than the assets that secured the Indebtedness being refinanced, and any such
Liens have no greater priority than the Liens securing the Indebtedness being
refinanced;


provided further, however, that Refinancing Indebtedness shall not include:





     (A) Indebtedness of a Restricted Subsidiary that is not a
US Subsidiary Guarantor that Refinances Indebtedness of Goodyear;




     (B) Indebtedness of Goodyear or a Restricted Subsidiary
that Refinances Indebtedness of an Unrestricted Subsidiary; or




     (C) Indebtedness of the European J.V. or any Restricted J.V.
Subsidiary that Refinances Indebtedness in respect of which it was not an
obligor.




“Register” has the meaning set forth in Section 9.04.



          “Related Business” means any business reasonably related, ancillary or
complementary to the business of Goodyear and its Restricted Subsidiaries on the Effective
Date.



          “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents, counsel and other advisors
of such Person and such Person’s Affiliates.



          “Restricted J.V. Subsidiary” means any J.V. Subsidiary that is a Restricted
Subsidiary.




“Restricted Payment” in respect of any Person means:




     (1) the declaration or payment of any dividend, any distribution on
or in respect of its Capital Stock or any similar payment (including any payment in
connection with any merger or consolidation involving Goodyear or any Restricted
Subsidiary) to the direct or indirect holders of its Capital Stock in their
capacity as such, except (A) dividends or distributions payable solely in its
Capital Stock (other than Disqualified Stock or, in the case of a Restricted
Subsidiary, Preferred Stock), (B) in the case of such payments by Goodyear or any
Restricted Subsidiary other than the European J.V. or any Restricted J.V.
Subsidiary, dividends or
distributions payable to Goodyear or a Restricted Subsidiary (and, if such
Restricted Subsidiary has Capital Stock held by Persons other than Goodyear or
other Restricted Subsidiaries, to such other Persons on no



46









 






more than a pro rata basis), and (C) in the case of such payments by the European
J.V. or any Restricted J.V. Subsidiary, dividends or distributions payable to the
European J.V. or a Restricted J.V. Subsidiary (and, if such Restricted J.V.
Subsidiary has Capital Stock held by Persons other than the European J.V. or other
Restricted J.V. Subsidiaries, to such other Persons on no more than a pro rata
basis);




     (2) the purchase, repurchase, redemption, retirement or other
acquisition (“Purchase”) for value of any Capital Stock of Goodyear held
by any Person (other than (A) in the case of such transactions by Goodyear or a
Restricted Subsidiary other than the European J.V. or any J.V. Subsidiary, such
Capital Stock held by Goodyear or any Restricted Subsidiary, and (B) in the case
of such transactions by the European J.V. or a Restricted J.V. Subsidiary, such
Capital Stock held by the European J.V. or a Restricted J.V. Subsidiary) or any
Capital Stock of a Restricted Subsidiary held by any affiliate of Goodyear (other
than (A) in the case of such transactions by Goodyear or a Restricted Subsidiary
other than the European J.V. or any J.V. Subsidiary, such Capital Stock held by a
Restricted Subsidiary and (B) in the case of such transactions by the European
J.V. or a Restricted J.V. Subsidiary, such Capital Stock held by the European J.V.
or a Restricted J.V. Subsidiary) (other than in exchange for Capital Stock of
Goodyear that is not Disqualified Stock);




     (3) the Purchase for value, prior to scheduled maturity, any
scheduled repayment or any scheduled sinking fund payment, of any Subordinated
Obligations (other than the Purchase for value of Subordinated Obligations acquired
in anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case due within one year of the date of such Purchase;
provided that the exception in this parenthetical clause shall be limited
in the case of payments by the European J.V. or any Restricted J.V. Subsidiary to
payments in respect of Subordinated Obligations of the European J.V. or any
Restricted J.V. Subsidiary); or




     (4) any Investment (other than (A) in the case of Goodyear or any
Restricted Subsidiary other than the European J.V. or any J.V. Subsidiary, a
Permitted Investment, and (B) in the case of the European J.V. or any J.V.
Subsidiary, a Permitted J.V. Investment) in any Person.



          “Restricted Subsidiary” means any Subsidiary of Goodyear other than an Unrestricted
Subsidiary.



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



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



47









 





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



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




“Revolving Loan” means an ABT Loan or a German Loan.



          “Sale/Leaseback Transaction” means an arrangement relating to property, plant and equipment
now owned or hereafter acquired by Goodyear or a Restricted Subsidiary whereby Goodyear or a
Restricted Subsidiary transfers such property to a Person and Goodyear or such Restricted
Subsidiary leases it from such Person, other than (i) leases between Goodyear and a Restricted
Subsidiary or between Restricted Subsidiaries or (ii) any such transaction entered into with
respect to any property, plant and equipment or any improvements thereto at the time of, or within
180 days after, the acquisition or completion of construction of such property, plant and equipment
or such improvements (or, if later, the commencement of commercial operation of any such property,
plant and equipment), as the case may be, to finance the cost of such property, plant and equipment
or such improvements, as the case may be.



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




“SEC” means the Securities and Exchange Commission.



          “Second Lien Agreement” means the Amended and Restated Second Lien Credit Agreement
dated as of April 20, 2007, among Goodyear, certain lenders and JPMCB, as administrative agent, as
amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether
with the original lenders or otherwise), refinanced, restructured or otherwise modified from time
to time (except to the extent that any such amendment, restatement, supplement, waiver,
replacement, refinancing, restructuring or other modification thereto would be prohibited by the
terms of this Agreement, unless otherwise agreed to by the Majority Lenders).



          “Second Lien Guarantee and Collateral Agreement” means the Guarantee and Collateral
Agreement among Goodyear, the Subsidiary Guarantors thereunder, the Grantors thereunder, certain
other Subsidiaries and the collateral agent under the Second Lien Agreement, dated as of April 8,
2005, as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein).



          “Second Lien Indebtedness” means any and all amounts payable under or in respect of
the Second Lien Agreement and any Refinancing Indebtedness with respect thereto or with respect to
such Refinancing Indebtedness, as amended from time to time,
including principal, premium (if any), interest (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to Goodyear whether or



48









 




not a claim for post-filing interest is allowed in such proceedings), fees, charges,
expenses, reimbursement obligations and all other amounts payable thereunder or in respect
thereof.




          “Secured Indebtedness” means any Indebtedness of Goodyear secured by a Lien.
“Secured Indebtedness” of a Subsidiary has a correlative meaning.



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



          “Security Agreement” means any security agreement, pledge agreement, charge agreement,
mortgage, debenture or similar agreement, instrument or security document, or any supplement
thereto creating a Lien on any assets or rights to secure any of the Obligations or any
confirmation or similar instrument in relation to such a Lien.



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



          “Senior Indebtedness” of Goodyear or any US Subsidiary Guarantor, as the case may be,
means the principal of, premium (if any) and accrued and unpaid interest on (including interest
accruing on or after the filing of any petition in bankruptcy or for reorganization of Goodyear or
any US Subsidiary Guarantor, as applicable, regardless of whether or not a claim for post-filing
interest is allowed in such proceedings), and fees and other amounts owing in respect of Bank
Indebtedness, Indebtedness under the 2009 Indenture (in the case of Goodyear) and Guarantees
thereof (in the case of the US Subsidiary Guarantors) and all other Indebtedness of Goodyear or any
US Subsidiary Guarantor, as applicable, whether outstanding on the 2009 Indenture Closing Date or
thereafter Incurred, unless in the instrument creating or evidencing the same or pursuant to which
the same is outstanding it is provided that such obligations are subordinated in right of payment
to the Indebtedness under the 2009 Indenture or such US Subsidiary Guarantor’s Guarantee thereof,
as applicable; provided, however, that Senior Indebtedness of Goodyear or any US
Subsidiary Guarantor shall not include: (a) any obligation of Goodyear to any Subsidiary of
Goodyear or of such US Subsidiary Guarantor to Goodyear or any other Subsidiary of Goodyear; (b)
any liability for Federal, state, local or other taxes owed or owing by Goodyear or such US
Subsidiary Guarantor, as applicable; (c) any accounts payable or other liability to trade creditors
arising in the ordinary course of business (including Guarantees thereof or instruments evidencing
such liabilities); (d) any Indebtedness or obligation of Goodyear (and any accrued and unpaid
interest in respect thereof) that by its terms is subordinate or junior in right of payment to any
other Indebtedness or obligation of Goodyear or such US Subsidiary Guarantor, as
applicable, including any Subordinated Obligations (as defined in the 2009 Indenture) of




49












 




Goodyear or such US Subsidiary Guarantor, as applicable; (e) any obligations with respect to
Capital Stock; or (f) any Indebtedness Incurred in violation of this Agreement.




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



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



          “Senior Subordinated-Lien Indebtedness” means Indebtedness of Goodyear that (a) is
secured by Liens permitted under Section 6.06(b), but that is not secured by Liens on any
additional assets, (b) constitutes Initial Junior Indebtedness or Designated Junior Obligations
under and as defined in the Lien Subordination and Intercreditor Agreement, and the Liens
securing which are subordinated under the Lien Subordination and Intercreditor Agreement to the
Liens securing the obligations under the First Lien Agreement and the Second Lien Agreement and
(c) does not contain provisions inconsistent with the restrictions of Schedule 1.01B.



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



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



          “Specified Asset Sale” means (i) the Farm Tires Sale or (ii) the sale of all or a
portion of Goodyear’s properties in Akron, Summit County, Ohio.



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



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



          “Standard Securitization Undertakings” means representations, warranties, covenants
and indemnities entered into by Goodyear or any Subsidiary of Goodyear which, taken as a whole, are
customary in an accounts receivable transaction.



50









 





          “Stated Maturity” means, with respect to any Indebtedness, the date specified in the
documentation governing such Indebtedness as the fixed date on which the final payment of
principal of such Indebtedness is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such Indebtedness at the
option of the holder thereof upon the happening of any contingency beyond the control of Goodyear
unless such contingency has occurred). The “Stated Maturity” of the Obligations means the Maturity
Date.



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



          “Subordinated Obligation” of Goodyear or any US Subsidiary Guarantor means any
Indebtedness of Goodyear or a US Subsidiary Guarantor (whether outstanding on the Effective Date or
thereafter Incurred) that by its terms is subordinate or junior in right of payment to the
Obligations. “Subordinated Obligation” of the European J.V. or any Subsidiary Guarantor
means any Indebtedness of the European J.V. or such Subsidiary Guarantor (whether outstanding on
the Effective Date or thereafter Incurred) (a) that by its terms is subordinate or junior in right
of payment to the Obligations or (b) that is not Secured Indebtedness or (c) that is secured
subject to an agreement subordinating its Liens to those securing the Obligations.



          “subsidiary” means, with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other entity the accounts
of which are consolidated with those of the parent in the parent’s consolidated financial
statements in accordance with GAAP as of such date, as well as any other corporation, limited
liability company, partnership, association or other entity of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the ordinary voting power
or, in the case of a partnership, more than 50% of the general partnership interests are, as of
such date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by
the parent and one or more subsidiaries of the parent.



          “Subsidiary” means any subsidiary of Goodyear.



51









 





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



          “Swap Agreement” means any agreement in respect of any Hedging Obligations.



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



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



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



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



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



          “Temporary Cash Investments” means any of the following:




     (a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America, the United Kingdom, the
Kingdom of the Netherlands, the French Republic, the Federal Republic of Germany or the
Grand Duchy of Luxembourg (or by any agency thereof to the extent such obligations are
backed by the full faith and credit of such sovereign), in each case maturing within one
year from the date of acquisition thereof;




     (b) investments in commercial paper maturing within 270 days from the date of
acquisition thereof, and having, at such date of acquisition, ratings of A2 or higher
from Standard & Poor’s and P2 or higher from Moody’s;




     (c) investments in certificates of deposit, banker’s acceptances and time deposits
maturing within 180 days from the date of acquisition thereof and issued or guaranteed by
or placed with, and money market deposit accounts issued or offered by any commercial bank
organized under the laws of the United States of America or any state thereof which has a
short-term deposit rating of A1 from
Standard & Poor’s and P1 from Moody’s and has a combined capital and surplus and
undivided profits of not less than $500,000,000;



52









 






     (d) fully collateralized repurchase agreements with a term of not more than 30 days
for securities described in clause (a) above and entered into with a financial
institution described in clause (c) above;




     (e) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7
under the Investment Company Act of 1940, (ii) are rated AAA by Standard & Poor’s and Aaa
by Moody’s and (iii) have portfolio assets of at least $3,000,000,000;




     (f) investments of the type and maturity described in clauses (b) through (e) of
foreign obligors, which investments or obligor have ratings described in such clauses or
equivalent ratings from comparable foreign rating agencies (and with respect to clause
(e), are not required to comply with the Rule 2a-7 criteria);




     (g) investments of the type and maturity described in clause (c) in any obligor
organized under the laws of a jurisdiction other than the United States that (A) is a
branch or subsidiary of a Lender or the ultimate parent company of a Lender under any of
the Credit Facilities Agreements (but only if such Lender meets the ratings and capital,
surplus and undivided profits requirements of such clause (c)) or (B) carries a rating at
least equivalent to the rating of the sovereign nation in which it is located; and




     (h) in the case of any Foreign Subsidiary, (i) marketable direct obligations issued or
unconditionally guaranteed by the sovereign nation in which such Foreign Subsidiary is
organized and is conducting business or issued by an agency of such sovereign nation and
backed by the full faith and credit of such sovereign nation, in each case maturing within
one year from the date of acquisition, so long as the indebtedness of such sovereign nation
is rated at least A by Standard & Poor’s or A2 by Moody’s or carries an equivalent rating
from a comparable foreign rating agency, and (ii) other investments of the type and
maturity described in clause (c) in obligors organized under the laws of a jurisdiction
other than the United States in any country in which such Subsidiary is located,
provided, however, that the investments permitted under this subclause (ii)
shall be made in amounts and jurisdictions consistent with Goodyear’s policies governing
short-term investments.



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



          “Trade Acceptance” means any bankers acceptance provided to trade creditors in the
ordinary course of business in connection with the acquisition of goods or services in order to
assure payment of any Trade Payable.



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          “Trade Payables” means, with respect to any Person, any accounts payable or any
indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such
Person arising in the ordinary course of business in connection with the acquisition of goods or
services.



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



          “Transactions” means the amendment and restatement of the Existing Credit Agreement in
the form of this Agreement, the execution, delivery and performance by Goodyear and the Borrowers
of this Agreement and by Goodyear, the European J.V., the Subsidiary Guarantors, the US Subsidiary
Guarantors and the Grantors, as applicable, of the other Credit Documents, the borrowing of the
Loans, the obtaining and use of the Letters of Credit, the creation or continuation of the Liens
and Guarantees provided for in the Security Documents and the other transactions contemplated
hereby.



          “2009 Indenture” means the Indenture dated as of May 11, 2009, between Goodyear and
Wells Fargo Bank, N.A., as Trustee.



          “2009 Indenture Closing Date” means May 11, 2009.



          “2010 Indenture” means, collectively, the Indenture dated as of August 13, 2010,
between Goodyear and Wells Fargo Bank, N.A., as Trustee, and the First Supplemental Indenture dated
as of August 13, 2010, between Goodyear and Wells Fargo Bank, N.A., as Trustee.



          “2010 Indenture Closing Date” means August 13, 2010.



          “Type”, when used in reference to any Loan or Borrowing, refers to the basis upon
which the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined.
Subject to Section 2.14, the Loans and Borrowings hereunder will be “Eurocurrency” Loans and
“Eurocurrency” Borrowings, as the rate of interest thereon will be determined by reference to the
Adjusted Eurocurrency Rate.



          “Unrestricted Subsidiary” means:




     (a) any Subsidiary of Goodyear that at the time of determination shall be designated
an Unrestricted Subsidiary by the Board of Directors in the manner provided below and




(b) any Subsidiary of an Unrestricted Subsidiary.



          The Board of Directors may designate any Subsidiary of Goodyear (including any newly
acquired or newly formed Subsidiary of Goodyear) to be an Unrestricted Subsidiary unless
such Subsidiary or any of its Subsidiaries owns any



54









 




Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, Goodyear or any
other Subsidiary of Goodyear that is not a Subsidiary of the Subsidiary to be so designated;
provided, however, that either:





     (A) the Subsidiary to be so designated has total
Consolidated assets of $1,000 or less; or




     (B) if such Subsidiary has total Consolidated assets greater
than $1,000, then such designation would be permitted under Section 6.02.


The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided, however, that immediately after giving effect to such designation:




          (x) (1) Goodyear could Incur $1.00 of additional Indebtedness under Section 6.01(a) or (2)
the Consolidated Coverage Ratio for Goodyear and its Restricted Subsidiaries would be greater
after giving effect to such designation than before such designation and



          (y) no Default shall have occurred and be continuing.


Any such designation of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary by the
Board of Directors shall be evidenced to the Administrative Agent by promptly filing the
Administrative Agent a copy of the resolution of the Board of Directors giving effect to such
designation and a certificate of a Financial Officer certifying that such designation complied
with the foregoing provisions.




          “U.S. Bank Indebtedness” means any and all amounts payable under or in respect of the
U.S. Credit Agreements and any Refinancing Indebtedness with respect thereto or with respect to
such Refinancing Indebtedness, as amended from time to time, including principal, premium (if
any), interest (including interest accruing on or after the filing of any petition in bankruptcy
or for reorganization relating to Goodyear whether or not a claim for post-filing interest is
allowed in such proceedings), fees, charges, expenses, reimbursement obligations and all other
amounts payable thereunder or in respect thereof.



          “U.S. Credit Agreements” means (i) the First Lien Agreement and (ii) the Second Lien
Agreement, each as amended, restated, supplemented, waived, replaced (whether or not upon
termination, and whether with the original lenders or otherwise), refinanced, restructured or
otherwise modified from time to time (except to the extent that any such amendment, restatement,
supplement, waiver, replacement, refinancing, restructuring or other modification thereto would be
prohibited by the terms of this Agreement, unless otherwise agreed to by the Majority Lenders).



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



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



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



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



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



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



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



          SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided that, if the European J.V. notifies the Administrative
Agent that the European J.V. requests an amendment to any provision hereof to eliminate the
effect of any change occurring after



56









 




the date hereof in GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the European J.V. and Goodyear that the Majority Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any such notice is given
before or after such change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith.




          SECTION 1.05. Currency Translation. (a) [intentionally omitted]



          (b) (i) The Administrative Agent shall determine the Euro Equivalent of any Letter of Credit
denominated in US Dollars or Pounds Sterling as of the date of the issuance thereof and as of each
subsequent date on which such Letter of Credit shall be renewed or extended or the stated amount of
such Letter of Credit shall be increased, in each case using the Exchange Rate for the applicable
currency in relation to Euros in effect on the date of determination, and each such amount shall be
the Euro Equivalent of such Letter of Credit until the next required calculation thereof pursuant
to this Section 1.05(b)(i). The Administrative Agent shall in addition determine the Euro
Equivalent of any Letter of Credit denominated in US Dollars or Pounds Sterling as of the CAM
Exchange Date as set forth in Section 7.03.



          (ii) The Administrative Agent shall determine the Euro Equivalent of any Borrowing denominated
in US Dollars or Pounds Sterling as of the date of the commencement of the initial Interest Period
therefor and as of the date of the commencement of each subsequent Interest Period therefor, in
each case using the Exchange Rate for the applicable currency in relation to Euros in effect on the
date that is three Business Days prior to the date on which the applicable Interest Period shall
commence, and each such amount shall be the Euro Equivalent of such Borrowing until the next
required calculation thereof pursuant to this Section 1.05(b)(ii). The
Administrative Agent shall in addition determine the Euro Equivalent of any Borrowing denominated
in US Dollars or Pounds Sterling as of the CAM Exchange Date as set forth in Section 7.02.



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



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




57












 





ARTICLE II




The Credits



          SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, (a) each ABT
Lender agrees to make ABT Loans to any Borrower from time to time during the ABT Availability
Period in Euros, US Dollars or Pounds Sterling in an aggregate principal amount that will not
result in (i) such Lender’s ABT Credit Exposure exceeding such Lender’s ABT Commitment or (ii) the
aggregate of the Euro Equivalents of the principal amounts of ABT Borrowings denominated in Pounds
Sterling exceeding €50,000,000, and (b) each German Lender agrees to make German Loans to the
German Borrower from time to time during the German Availability Period in Euros or US Dollars in
an aggregate principal amount that will not result in such Lender’s German Credit Exposure
exceeding such Lender’s German Commitment. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.




          SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made
as part of a Borrowing consisting of Loans of the same Class made by the Lenders ratably in
accordance with their respective Commitments of the applicable Class. The failure of any Lender to
make any Loan required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender’s failure to make Loans as required.




          (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of
Eurocurrency Loans. Each Lender at its option may make any Eurocurrency Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the relevant Borrower to repay such
Loan in accordance with the terms of this Agreement.




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




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




          SECTION 2.03. Requests for Borrowings. To request a Borrowing, the applicable Borrower, or
the European J.V. on behalf of such Borrower, shall notify the Administrative Agent of such
request by telecopy (promptly followed by telephonic confirmation of such request) not later than
2:00 p.m., London time, three Business Days







58









 







before the date of the proposed Borrowing. Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.02:





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




     (ii) whether the requested Borrowing is to be an ABT Borrowing or a
German Borrowing;




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




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




     (v) the initial Interest Period to be applicable thereto, which shall
be a period contemplated by the definition of the term “Interest Period”; and




     (vi) the location and number of the Borrower’s account to which funds are
to be disbursed, which shall comply with the requirements of Section 2.06.


If no currency is specified with respect to any requested Borrowing, then the requested Borrower
shall be deemed to have selected Euros. If no Interest Period is specified with respect to any
requested Borrowing, then the relevant Borrower shall be deemed to have selected an Interest
Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance
with this Section, the Administrative Agent shall advise each Lender of the details thereof and
of the amount of such Lender’s Loan to be made as part of the requested Borrowing.




          SECTION 2.04. Letters of Credit. (a) General. Subject to the terms and conditions set forth
herein, each of the Borrowers may request the issuance (or the amendment, renewal or extension) of
Letters of Credit denominated in US Dollars, Euros or Pounds Sterling for its own account, in a
form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time
and from time to time during the ABT Availability Period. In the event of any inconsistency between
the terms and conditions of this Agreement and the terms and conditions of any form of letter of
credit application or other agreement submitted by any Borrower to, or entered into by any Borrower
with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement
shall control.




          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the
issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of
Credit), the applicable Borrower, or the European J.V. on behalf of such Borrower, shall hand
deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have
been approved by the applicable Issuing Bank) to an Issuing Bank and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire







59









 







(which shall comply with paragraph (c) of this Section), the amount and currency of such Letter of
Credit, the name and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If requested by any Issuing
Bank, the applicable Borrower, or the European J.V. on behalf of such Borrower, also shall submit a
letter of credit application on such Issuing Bank’s standard form in connection with any request
for a Letter of Credit; provided that any provisions in any such letter of credit application that
create Liens securing the obligations of the Borrower thereunder or that are inconsistent with the
provisions of this Agreement shall be of no force or effect. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the applicable Borrower and the European J.V. shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the
aggregate amount of the ABT Credit Exposures shall not exceed the aggregate amount of the ABT
Commitments, (ii) the LC Exposure shall not exceed €50,000,000 and (iii) the portion of the LC
Exposure attributable to Letters of Credit issued by any Issuing Bank shall not exceed the LC
Commitment of such Issuing Bank. The Administrative Agent agrees, at the request of any Issuing
Bank, to provide information to such Issuing Bank as to the aggregate amount of the ABT Credit
Exposures, the LC Exposures and the ABT Commitments.




          (c) Expiration Date. Each Letter of Credit shall have an expiration date at or prior to the
close of business on the earlier of (i) the date one year after the date of the issuance of such
Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal
or extension) and (ii) the date that is five Business Days prior to the Maturity Date. Any Letter
of Credit may provide by its terms that it may be extended for additional successive one-year
periods on terms reasonably acceptable to the applicable Issuing Bank (but subject to the proviso
in the next sentence). Any Letter of Credit providing for automatic extension shall be extended
upon the then current expiration date without any further action by any Person unless the
applicable Issuing Bank shall have given notice to the applicable beneficiary (with a copy to the
applicable Borrower) of the election by such Issuing Bank not to extend such Letter of Credit, such
notice to be given not fewer than 60 days prior to the then current expiration date of such Letter
of Credit, provided that no Letter of Credit may be extended automatically or otherwise beyond the
date that is five Business Days prior to the Maturity Date.




          (d) Participations. Effective with respect to each Letter of Credit (and each amendment to a
Letter of Credit increasing the amount thereof) upon the issuance (or increase) thereof, and
without any further action on the part of the applicable Issuing Bank or the Lenders, each Issuing
Bank hereby grants to each ABT Lender, and each ABT Lender hereby acquires from such Issuing Bank,
a participation in each Letter of Credit equal to such Lender’s ABT Percentage of the aggregate
amount available to be drawn under such Letter of Credit. In consideration and in furtherance of
the foregoing, each ABT Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s ABT Percentage
of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on
the date due as provided in paragraph (e) of this Section, or such Lender’s ABT Percentage of any
reimbursement payment in respect of an LC






60









 







Disbursement required to be refunded to any Borrower for any reason (or if such LC Disbursement or
reimbursement payment was made in US Dollars or Pounds Sterling, the Euro Equivalent thereof using
the LC Exchange Rate in effect on the applicable LC Participation Calculation Date). Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in
respect of Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or
the occurrence and continuance of a Default or any reduction of its ABT Commitment or the aggregate
amount of the ABT Commitments.




          (e) Reimbursement. If any Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the
currency in which such LC Disbursement is made, not later than 1:30 p.m., London time, on the
second Business Day following the date on which such Borrower or the European J.V. shall have
received notice of such LC Disbursement; provided that, if such LC Disbursement is denominated in
Euros and is at least equal to the Borrowing Minimum for Swingline Loans but not greater than the
amount then available to be borrowed as a Swingline Borrowing for the purposes of this Section
2.04(e), unless the applicable Borrower, or the European J.V. on its behalf, shall have notified
the Administrative Agent to the contrary not later than 10:00 a.m., London time, on the Business
Day next following the date on which such Borrower or the European J.V. shall have been notified of
such LC Disbursement, the applicable Borrower will be deemed to have requested in accordance with
Section 2.05 that such payment be financed with a Swingline Borrowing on such Business Day in an
equivalent amount and, to the extent the condition precedent to such Swingline Borrowing set forth
in Section 4.02(b) is satisfied, such Borrower’s obligation to make such payment shall be
discharged with the proceeds of the requested Swingline Borrowing. If the applicable Borrower fails
to make such payment when due and such Borrower is not entitled to make a Swingline Borrowing in
the amount of such payment, (A) if such payment relates to a Letter of Credit denominated in US
Dollars or Pounds Sterling, automatically and with no further action required, the obligation of
such Borrower to reimburse the applicable LC
Disbursement shall be permanently converted into an obligation to reimburse the Euro Equivalent,
calculated using the LC Exchange Rates on the applicable LC Participation Calculation Date, of such
LC Disbursement and (B) in the case of each LC Disbursement, the Administrative Agent shall notify
each ABT Lender of such LC Disbursement, the Euro Equivalent of the payment then due from such
Borrower in respect thereof and such Lender’s ABT Percentage thereof, and each ABT Lender shall pay
to the Administrative Agent on the date such notice is received its ABT Percentage of the payment
then due from such Borrower, in the same manner as provided in Section 2.06 with respect to ABT
Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the ABT Lenders), and the Administrative Agent shall promptly pay to the applicable
Issuing Bank the amounts so received by it from the ABT Lenders. Promptly following receipt by the
Administrative Agent of any payment from a Borrower pursuant to this paragraph, the Administrative
Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that ABT
Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such
Lenders and such Issuing







61









 







Bank as their interests may appear. No payment made by an ABT Lender pursuant to this paragraph to
reimburse any Issuing Bank for any LC Disbursement (other than the funding of Swingline Loans as
contemplated above) shall constitute a Loan or relieve the applicable Borrower of its obligation
to reimburse such LC Disbursement. If the reimbursement by a Borrower of, or obligation to
reimburse, any amounts in US Dollars or Pounds Sterling would subject the Administrative Agent,
the applicable Issuing Bank or any Lender to any stamp duty, ad valorem charge or similar tax that
would not be payable if such reimbursement were made or required to be made in Euros, such
Borrower shall, at its option, either (x) pay the amount of any such tax requested by the
Administrative Agent, the applicable Issuing Bank or Lender or (y) reimburse in Euros each LC
Disbursement made in US Dollars or Pounds Sterling, in an amount equal to the Euro Equivalent,
calculated using the applicable LC Exchange Rate on the date such LC Disbursement is reimbursed
(or on the applicable LC Participation Calculation Date, if such date shall have occurred), of
such LC Disbursement.




          (f) Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided
in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit
or this Agreement, or any term or provision therein, (ii) any draft or other document presented
under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank
under a Letter of Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, (iv) any claim or defense against the beneficiary of any
Letter of Credit, any transferee of any Letter of Credit, the Administrative Agent, any Lender or
any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions
contemplated hereby or any unrelated transactions (including the underlying transaction between any
Borrower or any J.V. Subsidiary and the beneficiary of any Letter of Credit), (v) the occurrence of
any Default or (vi) any other event or circumstance whatsoever, whether or not similar to any of
the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable
discharge of or defense against, or provide a right of setoff against, any Borrower’s obligations
hereunder. None of the Administrative Agent, the Lenders or the Issuing Banks, or any of their
Related Parties, shall have any liability or responsibility by reason of or in connection with the
issuance or transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any
error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or any consequence
arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall not
be construed to excuse any Issuing Bank from liability to a Borrower to the extent of any damages
suffered by such Borrower or any Lender that are caused by such Issuing Bank’s gross negligence or
willful misconduct. In furtherance of the foregoing and without limiting the generality thereof,
the parties agree that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the applicable






62









 







Issuing Bank may, acting in good faith, either accept and make payment upon such documents
without responsibility for further investigation or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such Letter of
Credit.




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




          (h) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the
applicable Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that the applicable Borrower reimburses such
LC Disbursement, (i) in the case of any LC Disbursement denominated in Euros, and at all times
following the conversion to Euros of an LC Disbursement made in US Dollars or Pounds Sterling
pursuant to paragraph (e) or (l) of this Section, at the Swingline Rate plus 2.50% per annum, (ii)
in the case of any LC Disbursement denominated in US Dollars, at all times prior to its conversion
to Euros pursuant to paragraph (e) or (l) of this Section, at the Alternate Base Rate (as defined
in the First Lien Agreement) plus 2.50% per annum, and (iii) in the case of any LC Disbursement
denominated in Pounds Sterling, at all times prior to its conversion to Euros pursuant to paragraph
(e) or (l) of this Section, a rate per annum reasonably determined by the applicable Issuing Bank
(which determination will be conclusive absent manifest error) to represent its cost of funds plus
2.50% per annum; provided that, if the applicable Borrower fails to reimburse such LC Disbursement
when due pursuant to paragraph (e) of this Section, then Section 2.13(b) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that
interest accrued on and after the date of payment pursuant to paragraph (e) of this Section to
reimburse such Issuing Bank shall be for the accounts of the ABT Lenders to the extent of such
payment.




          (i) Replacement of the Issuing Bank. Each Issuing Bank may be replaced at any time by written
agreement among the European J.V., the Administrative Agent, the replaced Issuing Bank and the
successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement
of such Issuing Bank. At the time any such replacement shall become effective, the applicable
Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.12(b). From and after the effective date of any such replacement, (i) the successor
Issuing Bank shall have all the rights and obligations of such Issuing Bank under this Agreement
with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term







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“Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to
such successor and all previous Issuing Banks, as the context shall require. After the
replacement of any Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto
and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement
with respect to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.




          (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the
earlier of (i) the third Business Day after the European J.V. shall receive notice from the
Administrative Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to
this paragraph and (ii) the date on which the maturity of the Loans shall be accelerated or the ABT
Commitments terminated, the Borrowers shall deposit in an account or accounts with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders,
an amount in cash equal to the sum of (i) the aggregate undrawn amount of all outstanding Letters
of Credit and (ii) the aggregate amount of all unreimbursed LC Disbursements and all interest
accrued and unpaid thereon. Amounts payable under the preceding sentence in respect of any Letter
of Credit or LC Disbursement shall be payable in the currency of such Letter of Credit or LC
Disbursement, except that LC Disbursements in US Dollars or Pounds Sterling in respect of which the
applicable Borrower’s reimbursement obligations have been converted to obligations in Euros as
provided in paragraph (e) above and interest accrued thereon shall be payable in Euros. The
obligation to deposit such cash collateral shall become effective immediately, and such deposit
shall become immediately due and payable, without demand or other notice of any kind, upon the
occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of
Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment
and performance of the obligations of the Borrowers under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account or accounts. Other than any interest earned on the investment of such
deposits, which investment shall be in Temporary Cash Investments and shall be made in the
discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall
not bear interest. Interest or profits, if any, on such investments shall accumulate in such
account or accounts. Moneys in such account or accounts shall be applied by the Administrative
Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and,
to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations
of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of
the LC Exposures and the Issuing Banks with outstanding Letters of Credit), be applied to satisfy
other obligations of the Borrowers under this Agreement. If the Borrowers are required to provide
an amount of cash collateral under this paragraph, then (1) if the maturity of the Loans has not
been accelerated and the LC Exposure shall be reduced to an amount below the amount so deposited,
the Administrative Agent will return to the Borrowers any excess of the amount so deposited over
the LC Exposure and (2) such amount (to the extent not applied as provided above in this paragraph)
shall be returned to the Borrowers within three Business Days after all Events of Default have been
cured or waived.





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




          (l) Conversion. In the event that the Loans become immediately due and payable on any date
pursuant to Article VII, all amounts (i) that the Borrowers are at the time or become thereafter
required to reimburse or otherwise pay to the Administrative Agent in respect of LC Disbursements
made under any Letter of Credit denominated in US Dollars or Pounds Sterling (other than amounts in
respect of which the Borrowers have deposited cash collateral, if such cash collateral was
deposited in the applicable currency), (ii) that the Lenders are at the time or become thereafter
required to pay to the Administrative Agent (and the Administrative Agent is at the time or becomes
thereafter required to distribute to the applicable Issuing Bank) pursuant to paragraph (e) of this
Section in respect of unreimbursed LC Disbursements made under any Letter of Credit denominated in
US Dollars or Pounds Sterling and (iii) of each Lender’s participation in any Letter of Credit
denominated in US Dollars or Pounds Sterling under which an LC Disbursement has been made shall,
automatically and with no further action required, be converted into the Euro Equivalent,
calculated using the LC Exchange Rates on such date (or in the case of any LC Disbursement made
after such date, on the date such LC Disbursement is made), of such amounts. On and after such
conversion, all amounts accruing and owed to the Administrative Agent, any Issuing Bank or any
Lender in respect of the obligations described in this paragraph shall accrue and be payable in
Euros at the rates otherwise applicable hereunder.




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






65









 







outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.




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




          (c) The Swingline Lender may, by written notice given to the
Administrative Agent not later than 12:00 noon, London time, on any Business Day (each date on
which such notice is given, a “Notice Date”) require the ABT Lenders to acquire participations on
the second Business Day after the Notice Date in all or a portion of the outstanding Swingline
Loans, and such Swingline Loans shall be continued on the second Business Day after the Notice Date
as a Eurocurrency Borrowing having an Interest Period of one week’s duration; provided that the
Swingline Lender shall not give such notice to the Administrative Agent unless it shall have first
given the applicable Borrower notice by 2:00 p.m., London time, on the Business Day immediately
preceding the Notice Date of its intent to give such notice to the Administrative Agent and the
applicable Borrower shall not have given the Swingline Lender notice by 9:00 a.m., London time, on
the Notice Date that it agrees to repay such Swingline Loans on or prior to the second Business Day
after the Notice Date. Such notice shall specify the aggregate amount of Swingline Loans in which
ABT Lenders will participate. Promptly upon receipt of such








66









 







notice, the Administrative Agent will give notice thereof to each ABT Lender, specifying in such
notice such Lender’s ABT Percentage of such Swingline Loan or Swingline Loans. Each ABT Lender
hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to
the Administrative Agent, for the account of the Swingline Lender, such Lender’s ABT Percentage of
such Swingline Loan or Swingline Loans. Each ABT Lender acknowledges and agrees that its obligation
to acquire participations in Swingline Loans pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each ABT
Lender shall comply with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such
Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the ABT
Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so
received by it from the ABT Lenders. The Administrative Agent shall notify the applicable Borrower
of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter
payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the
Swingline Lender. Any amounts received by the Swingline Lender from the applicable Borrower (or
other party on behalf of such Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to
the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly
remitted by the Administrative Agent to the ABT Lenders that shall have made their payments
pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided
that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative
Agent, as the case may be, if and to the extent such payment is required to be refunded to the
applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to
this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.




          SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan (other than a
Swingline Loan) to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:30 p.m., London time, to the account of the Administrative Agent
most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent
will make such Loans available to the relevant Borrower by promptly crediting the amounts so
received, in like funds, to an account designated by such Borrower in the applicable Borrowing
Request (which account, in the case of Lux Tires, shall be an account held by Lux Tires outside of
the Grand Duchy of Luxembourg); provided that Swingline Loans made to finance the reimbursement of
an LC Disbursement as provided in Section 2.04(e) shall be remitted by the Administrative Agent to
the applicable Issuing Bank. The Administrative Agent will transfer the applicable funds to the
applicable Borrower by 2:00 p.m., London time, that have been transferred by Lenders to the
Administrative Agent in respect of Loans made by such Lenders on the proposed date of a Borrowing.







67









 








          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the relevant Borrower a corresponding amount. In
such event, if a Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and such Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to such Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of such Lender, the rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation or
(ii) in the case of such Borrower, the interest rate applicable to the subject Loan. If such Lender
pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing. It is agreed that no payment by any Borrower under this paragraph will
be subject to any break-funding payment under Section 2.16.




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




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




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





     (i) the Borrowing to which such Continuation Request applies and, if
different options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) below shall be specified for each
resulting Borrowing);




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



68









 







     (iii) the Interest Period to be applicable thereto after giving effect to
such election, which shall be a period contemplated by the definition of the term
“Interest Period”.


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




          (d) Promptly following receipt of a Continuation Request, the
Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion
of each resulting Borrowing.




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




          SECTION 2.08. Termination of Commitments; Reductions of
Commitments. (a) Unless previously terminated, the Revolving Commitments and each LC Commitment
shall terminate on the Maturity Date.




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




          (c) The European J.V. shall notify the Administrative Agent of any election to terminate or
reduce the Commitments of any Tranche under paragraph (b) of this Section at least three Business
Days prior to the effective date of such termination or reduction, specifying such election and
the effective date thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the applicable Lenders of the contents thereof. Each notice delivered by the European
J.V. pursuant to this Section shall be irrevocable; provided that a notice of termination of all
the Revolving Commitments under any Tranche delivered by the European J.V. may state that such





69











 




notice is conditioned upon the effectiveness of other credit facilities or financings, in
which case such notice may be revoked by the European J.V. (by notice to the Administrative Agent
on or prior to the specified effective date) if such condition is not satisfied. Any termination
or reduction of the Commitments of any Tranche shall be permanent. Each reduction of the
Commitments of any Tranche shall be made ratably among the applicable Lenders in accordance with
their respective Commitments of such Tranche.




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



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



          (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto,
(ii) the amount of any principal or interest due and payable or to become due and payable from each
Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.



          (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein (including any failure to record the making or
repayment of any Loan) shall not in any manner affect the obligation of any Borrower to repay the
Loans in accordance with the terms of this Agreement or prevent any Borrower’s obligations in
respect of Loans from being discharged to the extent of amounts actually paid in respect thereof.



          (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory
note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory
note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) in substantially the form set forth in Exhibit C-1 hereto, in the case of ABT
Loans, or Exhibit C-2 hereto, in the case of German Loans. Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after assignment pursuant to
Section 9.04) be



70









 




represented by one or more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its registered
assigns).





SECTION 2.10. [intentionally omitted]



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



          (b) In the event and on each occasion that the sum of the Revolving Credit Exposures exceeds
the total Revolving Commitments, or the sum of the Revolving Credit Exposures under any Tranche
exceeds the sum of the Commitments under such Tranche, the European J.V. shall (and/or shall cause
other Borrowers to) prepay Revolving Borrowings, or Revolving Borrowings of the applicable Tranche,
in an aggregate amount equal to such excess, and in the event that after such prepayment of
Borrowings any such excess shall remain, the European J.V. shall (and/or shall cause other
Borrowers to) deposit cash in an amount equal to such excess as collateral for the reimbursement
obligations of the Borrowers in respect of Letters of Credit. Any cash so deposited (and any cash
previously deposited pursuant to this paragraph) with the Administrative Agent shall be held in an
account over which the Administrative Agent shall have dominion and control to the exclusion of the
Borrowers and their Subsidiaries, including the exclusive right of withdrawal. Other than any
interest earned on the investment of such deposits, which investment shall be in Temporary Cash
Investments and shall be made in the discretion of the Administrative Agent (or, at any time when
no Default or Event of Default has occurred and is continuing, shall be made at the direction of
the European J.V.) and at the Borrowers’ risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held
for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the consent of the
Majority Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement.
If the Borrowers have provided cash collateral to secure the reimbursement obligations of the
Borrowers in respect of Letters of Credit, then, so long as no Event of Default shall exist, such
cash collateral shall be released to the Borrowers if so requested by the European J.V. at any time
if and to the extent that, after giving effect to such release, the aggregate amount of the ABT
Credit Exposures would not exceed the aggregate amount of the ABT
Commitments.



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



71









 





          (d) The European J.V. shall notify the Administrative Agent by telephone (confirmed by
telecopy) of any prepayment hereunder not later than 3:00 p.m., London time, three Business Days
before the date of prepayment; provided that (i) if the Borrowers shall be required to make
any prepayment hereunder by reason of Section 2.11(b), such notice shall be delivered not later
than the time at which such prepayment is made and (ii) in the case of a prepayment of a Swingline
Loan, such notice shall be delivered not later than 12:00 noon, London time, on the date of
prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of the Revolving
Commitments under any Tranche as contemplated by Section 2.08, then such notice of prepayment may
be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly
following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise
the Lenders of the contents thereof. Each partial prepayment of any Borrowing (other than pursuant
to Section 2.11(b)) shall be in an amount that would be permitted in the case of an advance of a
Borrowing as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to
the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest
to the extent required by Section 2.13.



          SECTION 2.12. Fees. (a) The European J.V. agrees to pay to the Administrative Agent
for the account of each Lender a commitment fee, which shall accrue at the rate of 0.50% per annum
on the daily unused amount of each Revolving Commitment of such Lender during the period from and
including the Effective Date to but excluding the date on which such Revolving Commitment
terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which the Revolving Commitments terminate,
commencing on the first such date to occur after the date hereof. All commitment fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). For purposes of computing commitment
fees with respect to Revolving Commitments, an ABT Commitment of a Lender shall be deemed to be
used to the extent of the outstanding ABT Loans and LC Exposure of such Lender (but not the
Swingline Exposure of such Lender, which shall be disregarded for such purpose prior to the
acquisition by such Lender of a participation therein pursuant to Section 2.05(c)).



          (b) The European J.V. agrees to pay (i) to the Administrative Agent, for the account of each
ABT Lender, a participation fee with respect to its participations in Letters of Credit, which
shall accrue at the rate of 2.50% per annum on the average daily amount of such Lender’s LC
Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the
period from and including the Effective Date to but excluding the later of the date on which such
Lender’s ABT Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates
per annum separately agreed upon between Goodyear and such Issuing Bank on the average daily
amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) attributable to Letters of Credit issued by such Issuing Bank during



72









 




the period from and including the Effective Date to but excluding the later of the date the LC
Commitment of such Issuing Bank is reduced to zero and the date on which there ceases to be any LC
Exposure attributable to Letters of Credit issued by such Issuing Bank, as well as such Issuing
Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter
of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued
through and including the last day of March, June, September and December of each year shall be
payable on the third Business Day following such last day, commencing on the first such date to
occur after the Effective Date; provided that all such fees shall be payable on the date
on which the ABT Commitments terminate and any such fees accruing after the date on which the ABT
Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank
pursuant to this paragraph shall be payable within 10 days after demand. All participation fees
and fronting fees shall be computed on the basis of a year of 360 days (or, in the case of Letters
of Credit denominated in Pounds Sterling, 365 days) and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).




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



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



          SECTION 2.13. Interest. (a) The Revolving Loans comprising each Revolving
Borrowing shall bear interest at the applicable Adjusted Eurocurrency Rate plus 2.50% per
annum. Swingline Loans shall bear interest at the Swingline Rate plus 2.50% per annum.



          (b) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00%
plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this
Section or (ii) in the case of any other amount, 2.00% plus the interest rate that would have
applied had such amount, during the period of non-payment, constituted a Loan in the currency of
the overdue amount for successive Interest Periods of one month’s duration.



          (c) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments
of the applicable Tranche; provided that (i) interest accrued pursuant to paragraph (b) of
this Section shall be payable on demand, and (ii) in the event of any repayment or prepayment of
any Loan, accrued interest on the



73









 




principal amount repaid or prepaid shall be payable on the date of such repayment or
prepayment.




          (d) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest on Loans denominated in Pounds Sterling shall be computed on the basis of a year of 365
days, and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Adjusted Eurocurrency Rate shall be determined by
the Administrative Agent, and such determination shall be conclusive absent manifest error.



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




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




     (b) the Administrative Agent is advised by the Majority Lenders that
the applicable Adjusted Eurocurrency Rate for such Interest Period will not
adequately and fairly reflect the cost to such Lenders (or any Lender) of making or
maintaining their Loans (or its Loan) included in such Borrowing for such Interest
Period;


then the Administrative Agent shall give notice thereof (an “Unavailability Notice”) to
the European J.V. and the Lenders by telephone or telecopy as promptly as practicable thereafter
and, until the Administrative Agent notifies the European J.V. and the Lenders that the
circumstances giving rise to such notice no longer exist, the rate of interest that shall apply to
such Borrowing shall be such rate as the Administrative Agent shall determine adequately and
fairly reflects the cost to such Lenders (or Lender) of making or maintaining their Loans (or its
Loan) included in such Borrowing for such Interest Period plus 2.50%. If an Unavailability Notice
is delivered in respect of any Borrowing, the applicable Borrower may elect by notice to the
Administrative Agent to revoke its request that such Borrowing be made or continued, in which
event Section 2.16 shall not apply (except that Lenders shall be entitled to receive their actual
out-of-pocket losses, costs and expenses, if any, in connection with such Borrowing not being made
or continued).





SECTION 2.15. Increased Costs. (a) If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit or
similar requirement against assets of, deposits with or for the account of, or credit
extended by, any Lender (except any such reserve requirement reflected in the Adjusted
Eurocurrency Rate) or any Issuing Bank; or




     (ii) impose on any Lender or any Issuing Bank or the London interbank
market any other condition (other than Taxes) affecting this Agreement or



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Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to
increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining
any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or
such Issuing Bank hereunder (whether of principal, interest or otherwise) in each case by an
amount deemed by such Lender or Issuing Bank, as the case may be, to be material, then the
applicable Borrower (being the Borrower in respect of the affected Commitments, Loans or Letters
of Credit) will pay to such Lender or such Issuing Bank such additional amount or amounts as will
compensate such Lender or such Issuing Bank, as the case may be, for such additional costs
incurred or reduction suffered.




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



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



          (d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s
right to demand such compensation; provided that the Borrowers shall not be required to
compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank notifies
the European J.V. of the Change in Law giving rise to such increased costs or reductions and of
such Lender’s or such Issuing Bank’s



75









 




intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then the 180-day
period referred to above shall be extended to include the period of retroactive effect thereof.




          SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal
of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the failure to borrow, convert, continue or
prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of
whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith),
or (c) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period
applicable thereto as a result of a request by the European J.V. pursuant to Section 2.19 or the
CAM Exchange, then, in any such event, the Borrower of such Loan shall compensate each Lender for
the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such
loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender
to be the excess, if any, of (i) the amount of interest which would have accrued on the principal
amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have
been applicable to such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue,
for the period that would have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the interest rate which
such Lender would bid were it to bid, at the commencement of such period, for deposits in the
applicable currency and of a comparable amount and period from other banks in the London interbank
market. A certificate of any Lender setting forth any amount or amounts that such Lender is
entitled to receive pursuant to this Section shall be delivered to the European J.V. The applicable
Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof, unless such amount is being contested by the European J.V. in good faith.



          SECTION 2.17. Taxes. (a) Any and all payments by or on account of any obligation of
any Borrower or any other Credit Party hereunder or under any other Credit Document shall be made
free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided
that if any Borrower or any other Credit Party shall be required to deduct any Indemnified Taxes or
Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions of such Taxes (including deductions applicable to additional
sums payable under this Section) the Administrative Agent, Issuing Bank, Swingline Lender or Lender
(as the case may be) receives an amount equal to the sum it would have received had no such
deductions been made (and such Borrower or such Credit Party shall pay or Goodyear shall cause such
Credit Party to pay such increased amount), (ii) such Borrower or such other Credit Party shall
make such deductions and (iii) such Borrower or such other Credit Party shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable law.



          (b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.



76









 





          (c) The relevant Borrower shall indemnify the Administrative Agent, each Issuing Bank,
Swingline Lender and each Lender within 10 days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Issuing Bank,
Swingline Lender or such Lender, as the case may be, on or with respect to any payment by or on
account of any obligation of such Borrower or any other Credit Party hereunder or under any other
Credit Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable
to amounts payable under this Section) and any penalties, interest and reasonable out-of-pocket
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the European J.V. by a
Lender, or Issuing Bank or the Swingline Lender, or by the Administrative Agent on its own behalf
or on behalf of a Lender or Issuing Bank or the Swingline Lender shall be conclusive absent
manifest error.



          (d) Each Lender shall severally indemnify the Administrative Agent for any Taxes described in
Section 2.17(a) (but, in the case of any Indemnified Taxes, only to the extent that the Borrower
has not already indemnified the Administrative Agent for such Taxes and without limiting the
obligation of the Borrower to do so) attributable to such Lender that are paid or payable by the
Administrative Agent in connection with any Credit Document and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or
asserted by the relevant taxing or other authority. The indemnity under this Section 2.17(d) shall
be paid within 10 days after the Administrative Agent delivers to the applicable Lender a
certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such
certificate shall be conclusive of the amount so paid or payable absent manifest error.



          (e) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any
Borrower or any other Credit Party to a Governmental Authority, such Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.



          (f) Any Foreign Lender that is entitled to an exemption from or reduction of United States
withholding tax under any treaty to which the United States is a party with respect to payments
under this Agreement shall deliver to the European J.V. (with a copy to the Administrative Agent),
at the time such Foreign Lender first becomes a party to this Agreement and at the time or times
prescribed by applicable law, such properly completed and executed documentation prescribed by
applicable law or reasonably requested by the European J.V. or the Administrative Agent as will
permit such payments to be made without or at a reduced rate of withholding; provided that
such Foreign Lender has received written notice from the European J.V. advising it of the
availability of such exemption or reduction and supplying all applicable documentation; and
provided further that no such written notice shall be required with respect to any documentation
necessary to comply with the applicable reporting requirements of FATCA (solely for the purposes of
this Section 2.17(f), “FATCA” shall include any amendments made to



77









 




FATCA after the date of this Agreement) or the applicable IRS Form W-8 a Foreign Lender is required
to deliver to Goodyear to permit payments to be made without withholding of U.S. Federal income tax
(or at a reduced rate of U.S. withholding tax). In addition, any Lender, if requested by the
Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or
reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to any withholding
(including backup withholding) or information reporting requirements. Upon the reasonable request
of such Borrower or the Administrative Agent, any Lender shall update any form or certification
previously delivered pursuant to this Section 2.17(f). Notwithstanding anything to the contrary in
this Section 2.17(f), the completion, execution and submission of such documentation shall not be
required if in the Lender’s judgment such completion, execution or submission would subject such
Lender to any material unreimbursed cost or expense or would materially prejudice the legal or
commercial position of such Lender.




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



          SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) Except
as required or permitted under Section 2.06, 2.15, 2.16, 2.17, 2.19 or 9.03, each Borrowing, each
payment or prepayment of principal of any Borrowing or of any LC Disbursement, each payment of
interest on the Loans, each payment of fees (other than fees payable to the Issuing Banks), each
reduction of the Commitments and each refinancing of any Borrowing with a Borrowing of any Type,
shall be allocated pro rata among the Lenders in accordance with their respective Commitments (or,
if such Commitments shall have expired or been terminated, in accordance with the respective
principal amounts of their outstanding Loans or LC Exposures). Each Lender agrees that in
computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent
may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or
lower whole Euro amount.



          (b) The relevant Borrower shall make each payment required to be made by it hereunder
(whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17 or otherwise) prior to 1:00
p.m., London time, on the date when due, in immediately available funds, without setoff,
counterclaim or other deduction. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest






78









 







thereon. All such payments shall be made to the Administrative Agent to the applicable account
specified by the Administrative Agent for the account of the applicable Lenders or, in any such
case, to such other account as the Administrative Agent shall from time to time specify in a notice
delivered to the European J.V., except payments to be made directly to an Issuing Bank or the
Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15,
2.16, 2.17, 2.19 and 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the account of any other
Person in appropriate ratable shares to the appropriate recipient or recipients promptly following
receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the
date for payment shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of such extension. All
payments hereunder shall be made in Euros, except as otherwise expressly provided. Any payment
required to be made by the Administrative Agent hereunder shall be deemed to have been made by the
time required if the Administrative Agent shall, at or before such time, have taken the necessary
steps to make such payment in accordance with the regulations or operating procedures of the
clearing or settlement system used by the Administrative Agent to make such payment.




          (c) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and fees then due to such parties, and (ii)
second, towards payment of principal and unreimbursed LC
Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and unreimbursed LC Disbursements then due to such parties.



          (d) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in
LC Disbursements resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans or participations in LC
Disbursements or Swingline Loans and accrued interest thereon than the proportion received by any
other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Loans and participations in LC Disbursements and Swingline Loans of
other Lenders to the extent necessary so that the benefit of all such payments shall be shared by
the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and participations in LC Disbursements and Swingline Loans. If any such
participations are purchased pursuant to the preceding sentence and all or any portion of the
payments giving rise thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest. The provisions of this paragraph
shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance
with the express terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in its Commitment or any of its Loans or
participations in LC Disbursements or Swingline



79









 




Loans to any assignee or participant, other than to the European J.V. or any Affiliate thereof (as
to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing
and agrees, to the extent it may effectively do so under applicable law and under this Agreement,
that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise
against such Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of such Borrower in the amount of such
participation.




          (e) Unless the Administrative Agent shall have received notice from the European J.V. prior
to the date on which any payment is due to the Administrative Agent for the account of the Lenders
or any Issuing Bank hereunder that the relevant Borrower will not make such payment, the
Administrative Agent may assume that such Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the
Issuing Banks, as the case may be, the amount due. In such event, if such Borrower has not in fact
made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such
Lender or such Issuing Bank, and to pay interest thereon, for each day from and including the date
such amount shall have been distributed to it to but excluding the date of payment to or recovery
by the Administrative Agent, at a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.



          (f) If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.04(d) or (e), 2.05(c), 2.06(b), 2.18(e), 9.03(c) or any other provision requiring payment by such
Lender for the account of the Administrative Agent, the Swingline Lender or any Issuing Bank, then
the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof,
(i) apply any amounts thereafter received by the Administrative Agent for the account of such
Lender for the benefit of the Administrative Agent, the Swingline Lender or such Issuing Bank to
satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations
are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for,
and application to, any future funding obligations of such Lender under any such Section, in the
case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent
in its discretion.



          SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender
requests compensation under Section 2.15 or if any Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.17, then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender,
such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The
European J.V. hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.



80









 





          (b) If any Lender requests compensation under Section 2.15, or if any Credit Party is required
to pay any additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.17, or if any Lender shall become a Defaulting Lender, then the
European J.V. may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment);
provided that (i) the European
J.V. shall have received the prior written consent of the Administrative Agent, which consent shall
not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to
the outstanding principal of its Loans, participations in LC Disbursements and Swingline Loans,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee or the Borrowers, as the case may be and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant
to Section 2.17, such assignment will result in a reduction in such compensation or payments. If
any Lender shall become a Defaulting Lender, then the European J.V., if requested to do so by any
Issuing Bank, shall use commercially reasonable efforts (which shall not include the payment of any
compensation) to identify an assignee willing to purchase and assume the interests, rights and
obligations of such Lender under this Agreement and to require such Lender to assign and delegate
all such interests, rights and obligations to such assignee in accordance with the preceding
sentence.



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



          (b) If and so long as any Lender is required to comply with reserve assets, liquidity, cash
margin or other requirements of any monetary or other authority (including any such requirement
imposed by the European Central Bank or the European System of Central Banks, but excluding
requirements reflected in the Mandatory Costs Rate) in respect of any of such Lender’s Loans such
Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on
each of such Lender’s Loans subject to such requirements, additional interest on such Loans at a
rate per annum specified by such Lender to be the cost to such Lender of complying with such
requirements in relation to such Loans, provided that no Lender may request the payment of
any amount under this paragraph to the extent resulting from a requirement imposed



81









 




(other than as provided in Section 2.15) on such Lender by any Governmental Authority (and not on
Lenders or any class of Lenders generally) in respect of a concern expressed by such Governmental
Authority with such Lender specifically, including with respect to its financial health.




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



          SECTION 2.21. Defaulting Lenders. Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall
apply for so long as such Lender is a Defaulting Lender (with each express reference to the term
“ABT Percentage” meaning, with respect to any Lender for purposes of this Section 2.21, the
percentage of the ABT Commitments disregarding any Defaulting Lender’s ABT Commitment represented
by such Lender’s ABT Commitment):



          (a) fees shall cease to accrue on the unfunded portion of the Commitments of
such Defaulting Lender pursuant to Section 2.12(a);



          (b) the Commitments and Revolving Credit Exposure of such Defaulting Lender shall not be
included in determining whether the Required Lenders have taken or may take any action hereunder
(including any consent to any amendment, waiver or other modification pursuant to Section 9.02);
provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the
case of an amendment, waiver or other modification requiring the consent of such Lender or each
Lender affected thereby;



          (c) if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a
Defaulting Lender then:




     (i) all or any part of the Swingline Exposure and LC Exposure of such
Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance
with their respective ABT Percentages but only to the extent the sum of all
non-Defaulting Lenders’ ABT Credit Exposures plus such Defaulting Lender’s Swingline
Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ ABT
Commitments;




     (ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Borrowers shall within one Business Day following notice by
the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash
collateralize for the benefit of the Issuing Banks only the Borrowers’ obligations
corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial
reallocation pursuant to clause (i) above) in



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accordance with the procedures set forth in Section 2.04(j) for so long as such LC
Exposure is outstanding;




     (iii) if the Borrowers cash collateralize any portion of such Defaulting
Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be required
to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to
such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC
Exposure is cash collateralized;




     (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated
pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section
2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting
Lenders’ ABT Percentages; and




     (v) if all or any portion of such Defaulting Lender’s LC Exposure is neither
reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without
prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all
participation fees payable under Section 2.12(b) with respect to such Defaulting Lender’s
LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC
Exposure is reallocated and/or cash collateralized; and



          (d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be
required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or
increase any Letter of Credit, unless it is satisfied that the related exposure and the
Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the ABT Commitments of
the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance
with Section 2.21(c), and participating interests in any newly made Swingline Loan or any newly
issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner
consistent with Section 2.21(c)(i) (and such Defaulting Lender shall not participate therein).



          If (i) a Bankruptcy Event with respect to a Lender Parent shall occur following the date
hereof and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing
Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one
or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall
not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue,
amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as the
case may be, shall have entered into arrangements with the Borrowers or such Lender, satisfactory
to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in
respect of such Lender hereunder.



          In the event that the Administrative Agent, the Borrowers, the Swingline Lender and the
Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused
such Lender to be a Defaulting Lender, then the



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Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion
of such Lender’s ABT Commitment and on such date such Lender shall purchase at par such of the
Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall
determine may be necessary in order for such Lender to hold such Loans in accordance with its
ABT Percentage.




ARTICLE III




Representations and Warranties



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



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



          SECTION 3.02. Authorization; Enforceability. The Transactions to be entered into by
each Borrower and each other Credit Party are within such Borrower’s or such Credit Party’s powers
and have been duly authorized. This Agreement has been duly executed and delivered by Goodyear and
each Borrower and constitutes, and each other Credit Document to which any Credit Party is or is to
be a party constitutes or, when executed and delivered by such Credit Party, will constitute, a
legal, valid and binding obligation of Goodyear, such Borrower or such Credit Party, as the case
may be, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law.



          SECTION 3.03. Governmental Approvals; No Conflicts. (a) Except to the extent that no
Material Adverse Change would be materially likely to result, the Transactions (i) do not require
any consent or approval of, registration or filing with, or any other action by, any Governmental
Authority, except such as are required to perfect Liens created under the Security Documents and
such as have been obtained or made and are in full force and effect, (ii) do not and will not
violate any applicable law or regulation or the charter, by-laws or other organizational documents
of Goodyear or any




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of the Subsidiaries or any order of any Governmental Authority, (iii) do not and will not
violate or result in a default under any indenture, agreement or other instrument binding upon
Goodyear or any of the Subsidiaries or any of their assets and (iv) do not and will not result in
the creation or imposition of any Lien on any asset of Goodyear or any of the Subsidiaries, except
Liens created under the Credit Documents.




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




          SECTION 3.04. Financial Statements; No Material Adverse Change. (a) The European J.V. has
heretofore furnished to the Lenders its consolidated balance sheet and statements of income,
stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2010,
reported on by PricewaterhouseCoopers LLP, independent registered accounting firm. Goodyear has
heretofore furnished to the Lenders its consolidated balance sheet and statements of income,
stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2010,
reported on by PricewaterhouseCoopers LLP, independent registered accounting firm. Such financial
statements of the European J.V. and Goodyear present fairly, in all material respects, the
consolidated financial position and consolidated results of operations and cash flows of the
European J.V. and its Consolidated Subsidiaries and Goodyear and its Consolidated Subsidiaries,
respectively, as of such dates and for such fiscal year in accordance with GAAP.




          (b) Except as disclosed in the Disclosure Documents, since December 31, 2010, there has been
no event or condition that constitutes or would be materially likely to result in a Material
Adverse Change, it being agreed that a reduction in any rating relating to Goodyear issued by any
rating agency shall not, in and of itself, be an event or condition that constitutes or would be
materially likely to result in a Material Adverse Change (but that events or conditions underlying
or resulting from any such reduction may constitute or be materially likely to result in a
Material Adverse Change).




          (c) Except as disclosed in the Disclosure Documents, since December 31, 2010, there has been
no event or condition that constitutes or would be materially likely to result in a material
adverse change in or effect on the business, operations, properties, assets or financial condition
(including as a result of the effects of any contingent liabilities thereon) of the European J.V.
and the J.V. Subsidiaries, taken as a whole.




          SECTION 3.05. Litigation and Environmental Matters. (a) Except as set forth in the Disclosure
Documents, there are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending or, to the knowledge of Goodyear, threatened against or affecting Goodyear or any
of the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination
and that if adversely determined would be materially likely, individually or in the aggregate, to
result in a Material Adverse Change or (ii) as of the Effective Date, that involve the Credit
Documents or the Transactions.







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          (b) Except as set forth in the Disclosure Documents, and except with respect to matters that,
individually or in the aggregate, would not be materially likely to result in a Material Adverse
Change, neither Goodyear nor any of the Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows
of any basis for any Environmental Liability.




          SECTION 3.06. Compliance with Laws and Agreements. Each of Goodyear and the Subsidiaries is in
compliance with all laws, regulations and orders of any Governmental Authority applicable to it or
its property and all indentures, agreements and other instruments binding upon it or its property,
except where the failure to be in compliance, individually or in the aggregate, would not be
materially likely to result in a Material Adverse Change. No Event of Default has occurred and is
continuing.




          SECTION 3.07. Investment Company Status. Neither Goodyear nor any of the Subsidiaries is an
“investment company” as defined in, or subject to regulation under, the Investment Company Act of
1940, as amended.




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




          SECTION 3.09. Disclosure. None of the reports, financial statements, certificates or other
written information referred to in Section 3.04 or delivered after the date hereof by or on behalf
of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to
Section 5.01 (taken together with all other information so furnished and as modified or
supplemented by other information so furnished) contained or will contain, in each case as of the
date delivered, any material misstatement of fact or omitted or will omit to state in each case as
of the date delivered, any material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided that, with respect to
projected financial information or other forward looking information, Goodyear, the European J.V.
and the other Borrowers represent only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.




          SECTION 3.10. Subsidiaries. Schedule 3.10 sets forth (a) the name and jurisdiction of
organization of, and the ownership interest of the European J.V. and its Subsidiaries in, each
J.V. Subsidiary, and (b) identifies each J.V. Subsidiary that is a Principal European Subsidiary
or a J.V. Loan Party or both, in each case as of the Effective Date. Each J.V. Subsidiary with
Total Assets greater than $10,000,000 as of December 31, 2010, is set forth on Schedule 4.01(i).







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




          (b) None of the written information relating to the Collateral delivered by or on behalf of
any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to any
provision of any Credit Document is or will be incorrect when delivered in any respect material to
the rights or interests of the Lenders under the Credit Documents.




          SECTION 3.12. Use of Proceeds. The proceeds of the Loans and the Letters of Credit will be
used only for the purposes referred to in the preamble to this Agreement. No part of the proceeds
of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation
of any of the Regulations of the Board, including Regulations T, U and X.




ARTICLE IV




Conditions



          SECTION 4.01. Effective Date. The amendment and restatement of this Agreement in the form
hereof shall not become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 9.02).





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



87









 






of the Master Assignment Agreement) that each such party has signed a
counterpart of the Master Assignment Agreement.




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




     (c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of each Credit Party, the
authorization by the Credit Parties of the Transactions and any other legal matters
relating to Goodyear, the Borrowers, the other Credit Parties, the Credit Documents
or the Transactions, all in form and substance reasonably satisfactory to the
Administrative Agent and its counsel.




     (d) The representations and warranties set forth in Article III
shall be true and correct in all material respects on the Effective Date and the
Administrative Agent shall have received a certificate signed by a Financial
Officer of each of Goodyear and the European J.V. to that effect.




     (e) Goodyear, the Borrowers and the other Credit Parties shall be in
compliance with all the terms and provisions set forth herein and in the other
Credit Documents in all material respects on their part to be observed or performed,
and at the time of and immediately after the Effective Date, no Default shall have
occurred and be continuing, and the Administrative Agent shall have received a
certificate signed by a Financial Officer of each of Goodyear and the European J.V.
to that effect.




     (f) The Administrative Agent shall have received all fees and other
amounts due and payable or accrued on or prior to the Effective Date hereunder or
under the Existing Credit Agreement, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be reimbursed or
paid by the European J.V. or Goodyear hereunder.




     (g) [intentionally omitted].



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     (h) The Lenders shall have received the financial statements and
opinions referred to in Section 3.04.




     (i) All outstanding Capital Stock of any J.V. Subsidiary directly
owned by any Grantor at such time (other than Capital Stock in any Subsidiary with
Total Assets not greater than $10,000,000 as of December 31, 2010), which J.V.
Subsidiaries are set forth on Schedule 4.01(i), shall have been pledged or
otherwise encumbered pursuant to Security Agreements to secure the Applicable
Secured Obligations of such Grantor.




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



          The collateral requirements set forth above in this Section 4.01 are subject to any
modifications thereto that the Administrative Agent and Goodyear may agree upon in light of general
statutory limitations, “thin capitalization” rules, corporate interest or similar principles or
applicable laws or regulations. In addition, the Collateral Agent may enter into agreements with
the European J.V. to grant extensions of time for the creation or perfection of security interests
in or the delivery of surveys, title insurance, legal opinions or other documents with respect to
particular assets (including extensions beyond the Effective Date for the creation and perfection
of security interests in the assets of the Grantors on such date) where it determines that creation
or perfection cannot be accomplished or such documents cannot be delivered without undue effort or
expense by the Effective Date or any later date on which they are required to be accomplished or
delivered under this Agreement or the Security Documents. Any failure of the European J.V. to
satisfy a requirement of any such agreement by the date specified therein (or any later date to
which the Collateral Agent may agree) shall constitute a breach of the provision of this Agreement
or the Security Document under which the original requirement was applicable. Without limiting the
foregoing, it is anticipated that the actions listed on Annex I to the Disclosure Letter will not
have been completed by the Effective Date, and the European J.V. covenants and agrees that each of
such actions will be completed by the date specified for such action in such Annex I (or any later
date to which the Collateral Agent may agree) and that the European J.V. will comply with all of
the undertakings set forth in such Annex I.




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




          The Administrative Agent shall notify the European J.V. and the Lenders of the Effective Date
in writing, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the
obligations of the Lenders to make Loans and the Issuing Banks to issue Letters of Credit
hereunder shall not become effective unless each







89









 







of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or
prior to 5:00 p.m., London time, on May 3, 2011 (and, in the event such conditions are not so
satisfied or waived, the Commitments shall terminate at such time).




          SECTION 4.02. Each Credit Event. (a) The obligation of each Lender to make a Loan on the
occasion of any Borrowing (other than a conversion or continuation of an outstanding Borrowing and
other than a Swingline Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e))
and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit), shall be subject
to the satisfaction of the following conditions:





     (i) The representations and warranties of Goodyear, the European J.V. and
each other Borrower set forth in this Agreement and of each J.V Loan Party in the other
Credit Documents (insofar as the representations and warranties in such other Credit
Documents relate to the transactions provided for herein or to the Collateral securing the
Obligations) shall be true and correct in all respects material to the rights or interests
of the Lenders or the Issuing Banks under the Credit Documents on and as of the date of
such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, with the same effect as though made on and as of such date, except
to the extent such representations and warranties expressly relate to an earlier date.




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



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




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




ARTICLE V




Affirmative Covenants



          Until the Commitments shall have expired or been terminated and the principal of and interest
on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit
shall have expired or terminated and all LC







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Disbursements shall have been reimbursed, each of Goodyear and the European J.V. and each other
Borrower covenants and agrees with the Lenders that:




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





     (a) as soon as available and in any event within 110 days after the
end of each fiscal year, its audited consolidated balance sheet and related
statements of income, stockholders’ equity and cash flows as of the end of and for
such year, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by PricewaterhouseCoopers or other independent
registered accounting firm of recognized international standing (without any
qualification or exception as to the scope of such audit) to the effect that such
consolidated financial statements present fairly in all material respects the
financial condition and results of operations of Goodyear and its Consolidated
Subsidiaries or of the European J.V. and its Consolidated Subsidiaries, as the case
may be, in accordance with GAAP consistently applied;




     (b) as soon as available and in any event within 60 days after the
end of each of the first three fiscal quarters of each fiscal year, its consolidated
balance sheet and related statements of income, stockholders’ equity and cash flows
as of the end of and for such fiscal quarter and the then elapsed portion of the
fiscal year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of the
end of) the previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results of
operations of Goodyear and its Consolidated Subsidiaries or the European J.V. and
its consolidated J.V. Subsidiaries, as the case may be, on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes;




     (c) not later than one Business Day after each delivery of financial
statements under clause (a) or (b) above, a certificate of a Financial Officer of
Goodyear or the European J.V., as the case may be, (i) certifying as to whether a
Default has occurred and, if a Default has occurred, specifying the details thereof
and any action taken or proposed to be taken with respect thereto, (ii)
demonstrating compliance with Section 6.09 at the end of the period to which such
financial statements relate and for each applicable period then ended, and (iii)
stating whether any change in GAAP or in the application thereof has occurred since
the date of the most recent audited financial statements delivered under clause (a)
above (or, prior to the delivery of any such financial statements, since December
31, 2010) and, if any such change has occurred, specifying the effect of such change
on the financial statements accompanying such certificate;



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     (d) in the case of Goodyear, promptly after the same become publicly
available, copies of all periodic and other reports, proxy statements and other
materials filed by Goodyear or any Subsidiary with the SEC, or any Governmental
Authority succeeding to any or all of the functions of the SEC, or with any national
securities exchange, or distributed by Goodyear to its shareholders generally, as
the case may be;




     (e) other than in connection with the delivery of financial
statements for the fiscal period ended March 31, 2011, not later than one Business
Day after each delivery of financial statements under clause (a) or (b) above, and
at such other times as Goodyear may determine, a certificate of a Financial Officer
of Goodyear identifying each US Subsidiary and each J.V. Subsidiary formed or acquired after the Effective Date and not previously
identified in a certificate delivered pursuant to this paragraph, stating (i)
whether each such US Subsidiary is a Consent Subsidiary and describing the
factors that shall have led to the identification of any such US Subsidiary as a
Consent Subsidiary, and (ii) whether each such J.V. Subsidiary is a Principal
European Subsidiary and, if so, whether such Principal European Subsidiary is a
Consent Subsidiary and describing the factors that shall have led to the
identification of any such Principal European Subsidiary as a Consent Subsidiary;




     (f) from time to time, all information and documentation required to
be delivered under any provision of any Security Agreement and each year, at the
time of delivery of annual financial statements under Section 5.01(a), a certificate
executed on behalf of the European J.V. by a Financial Officer and the chief legal
officer of the European J.V. setting forth information sufficient to enable the
Lenders to determine whether the requirements of Section 5.08 have been met at such
time;




     (g) other than in connection with the delivery of financial
statements for the fiscal period ended March 31, 2011, not later than one Business
Day after each delivery of financial statements under clause (a) or (b) above, a
certificate of a Financial Officer of each of Goodyear and the European J.V.
certifying that the requirements of Section 5.08 have been satisfied in all
material respects;




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




     (i) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of Goodyear,
the European J.V. or any other Subsidiary, or compliance with the terms of this
Agreement or the other Credit Documents, or the perfection of the security
interests created by the Security Documents, as the Administrative Agent or any
Lender may reasonably request.



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Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been
delivered if such information, or one or more annual or quarterly reports containing such
information, shall have been posted by the Administrative Agent on an IntraLinks or similar site
to which the Lenders have been granted access or shall be available on the website of the SEC at
http://www.sec.gov; provided that Goodyear shall deliver paper copies of such information to any
Lender that requests such delivery. Information required to be delivered pursuant to this Section
5.01 may also be delivered by electronic communications pursuant to procedures approved by the
Administrative Agent.




          SECTION 5.02. Notices of Defaults. Goodyear will furnish to the Administrative Agent, each
Issuing Bank and each Lender prompt written notice of the occurrence of any Default, together
with a statement of a Financial Officer or other executive officer of Goodyear setting forth the
details of the event or development requiring such notice and any action taken or proposed to be
taken with respect thereto.




          SECTION 5.03. Existence; Conduct of Business. Each of Goodyear and the European J.V. and each
other Borrower will, and will cause each of its respective Subsidiaries to, do or cause to be done
all things necessary to preserve, renew and keep in full force and effect its legal existence and
the rights, licenses, permits, privileges and franchises material to the conduct of its business,
except to the extent that failures to keep in effect such rights, licenses, permits, privileges and
franchises would not be materially likely, individually or in the aggregate for all such failures,
to result in a Material Adverse Change; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.08.




          SECTION 5.04. Maintenance of Properties. Each of Goodyear and the European J.V. and each
other Borrower will, and will cause each of its respective Subsidiaries to, keep and maintain
all its property in good working order and condition, ordinary wear and tear excepted, except to
the extent any failure to do so would not, individually or in the aggregate, be materially
likely to result in a Material Adverse Change (it being understood that the foregoing shall not
prohibit any sale of any assets permitted by Section 6.04) .




          SECTION 5.05. Books and Records; Inspection and Audit Rights. Each of Goodyear and the
European J.V. and each other Borrower will, and will cause each of its respective Subsidiaries to,
keep books of record and account sufficient to enable each of Goodyear and the European J.V. to
prepare the financial statements and other information required to be delivered under Section 5.01.
Each of Goodyear, the European J.V. and each other Borrower will, and will cause each of its
respective Subsidiaries to, permit any representatives designated by the Administrative Agent (or
by any Lender acting through the Administrative Agent), upon reasonable prior notice, to visit and
inspect its properties (accompanied by a representative of Goodyear or the European J.V.) and to
discuss its affairs, finances and condition with its officers, all at such reasonable times and as
often as reasonably requested.







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          SECTION 5.06. Compliance with Laws. Each of Goodyear and the European J.V. and each other
Borrower will, and will cause each of its respective Subsidiaries to, comply with all laws,
including Environmental Laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property, except where the failure to do so, individually or in the
aggregate, would not be materially likely to result in a Material Adverse Change.




          SECTION 5.07. Insurance. Each of Goodyear and the European J.V. and each other Borrower will,
and will cause each of its respective Subsidiaries to, maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks as are customary
among companies of established reputation engaged in the same or similar businesses and operating
in the same or similar locations, except to the extent the failure to do so would not be materially
likely to result in a Material Adverse Change. Goodyear will furnish to the Administrative Agent or
any Lender, upon request, information in reasonable detail as to the insurance so maintained.




          SECTION 5.08. Guarantees and Collateral. (a) In the event that there shall at any time exist
any Principal European Subsidiary (other than a Consent Subsidiary) or any US Subsidiary (other
than an Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and
Collateral Agreement, Goodyear will promptly notify the Collateral Agent and will, within 30 days
(or such longer period as may be reasonable under the circumstances) after such notification,
deliver to the Collateral Agent such information as the Collateral Agent shall have reasonably
requested and a supplement to the Guarantee and Collateral Agreement, in substantially the form
specified therein, duly executed and delivered on behalf of such Principal European Subsidiary or
US Subsidiary, as the case may be, pursuant to which such Principal European Subsidiary or such US
Subsidiary, as the case may be, will become a party to the Guarantee and Collateral Agreement and,
in the case of a Principal European Subsidiary, a European Facilities Guarantor and European
Facilities Grantor, or in the case of such US Subsidiary, a US Guarantor, in each case as defined
in the Guarantee and Collateral Agreement; provided that if a Financial Officer of Goodyear shall
have delivered a certificate to the Administrative Agent certifying that Goodyear has determined
(i) based upon the advice of French counsel, that the corporate benefit principles or other
applicable law of the Republic of France would prohibit any Principal European Subsidiary organized
under the laws of the Republic of France from duly authorizing a Guarantee of any of the
Obligations, or (ii) based upon the advice of German counsel, that the applicable law of Germany
would prohibit any Principal European Subsidiary formed or acquired after the Effective Date and
organized under the laws of the Germany from duly authorizing a Guarantee of any of the
Obligations, such Principal European Subsidiary shall not be required to become a party to the
Guarantee and Collateral Agreement. Notwithstanding the foregoing, no Subsidiary will be required
to take any action pursuant to this paragraph (a) if (i) such Subsidiary shall have received an
opinion of counsel in the applicable jurisdiction that, under circumstances referred to in such
opinion, such action would subject its officers or directors to a material risk of personal
liability and (ii) there shall be a material risk that the circumstances referred to in such
opinion will occur.







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          (b) In the event that any Grantor shall at any time directly own any Capital Stock of any J.V.
Subsidiary (in each case other than (i) Capital Stock in any Subsidiary with Total Assets not
greater than $10,000,000 as of December 31, 2010, or if later, as of the end of the most recent
fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or
(b), (ii) Capital Stock in any Excluded Subsidiary or Consent Subsidiary and (iii) Capital Stock
already pledged in accordance with this paragraph or Section 4.01), Goodyear will promptly notify
the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the
circumstances) after such notification, cause such Capital Stock to be pledged under a Security
Agreement and, to the extent that the Collateral Agent determines that possession of any
certificates representing any such Capital Stock would provide any benefit in respect of priority
or otherwise under applicable law and requests delivery, cause to be delivered to the Collateral
Agent any certificates representing such Capital Stock, together with undated stock powers or other
instruments of transfer with respect thereto endorsed in blank; provided, that no Grantor shall be
required to pledge any Capital Stock in any Subsidiary organized under the laws of a jurisdiction
other than the Federal Republic of Germany, the Netherlands, Luxembourg, the Republic of France,
the United Kingdom or the Republic of Slovenia if a Financial Officer of Goodyear shall have
delivered a certificate to the Administrative Agent certifying that Goodyear has determined, on the
basis of reasonable inquiries in the jurisdiction of such Person, that such pledge would affect
materially and adversely the ability of such Person to conduct its business in such jurisdiction.
In the event that the tire manufacturing facilities of SAVA shall at any time be held by any Person
other than SAVA, all the Capital Stock in such other Person shall be pledged under a Security
Agreement.




          (c) In the event that:





     (A) any Grantor shall at any time own any Applicable Assets (other than Consent Assets
and Applicable Assets already pledged, mortgaged or otherwise encumbered pursuant to any
Security Agreement) consisting of real property with a book value of $10,000,000 or more,
the European J.V. will promptly notify the Collateral Agent and will, within 30 days (or
such longer period as may be reasonable under the circumstances) after such notification,
cause such Applicable Assets to be mortgaged or otherwise encumbered pursuant to one or
more Security Agreements reasonably acceptable to the Collateral Agent and such Grantor to
secure the Applicable Secured Obligations of such Grantor.




     (B) at the end of any fiscal quarter, the Grantors, taken together, shall own any
Applicable Assets or any assets that would be Applicable Assets if held by another Grantor
(other than Consent Assets, Capital Stock in Subsidiaries and Applicable Assets already
pledged, mortgaged or otherwise encumbered pursuant to any Security Agreement to secure the
Applicable Secured Obligations of the respective Grantors), with an aggregate book value
greater than $50,000,000 that shall not have been pledged, mortgaged or otherwise
encumbered pursuant to the Security Agreements to secure the Applicable Secured Obligations
of the respective Grantors, the European J.V. will, promptly after the delivery of
financial statements under Section 5.01(a) or (b) with respect to such fiscal



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quarter, notify the Collateral Agent and will, within 30 days, (or such longer period
as may be reasonable under the circumstances) after such notification, cause such
Applicable Assets (other than assets that in the aggregate are not material) to be
pledged, mortgaged or otherwise encumbered by the Grantors pursuant to one or more
Security Agreements reasonably acceptable to the Collateral Agent and each applicable
Grantor to secure the Applicable Secured Obligations of the respective Grantors; or




     (C) any Grantors, taken together, shall transfer the ownership of any assets that for
such Grantors are Applicable Assets (other than (i) Consent Assets, (ii) any transfer of
inventory in the ordinary course of business in connection with the sale thereof to be held
on a short-term basis by the transferee and (iii) any transfer in the ordinary course of
business of cash or other financial assets) to one or more J.V. Subsidiaries for which such
assets are not Applicable Assets with an aggregate book value greater than $30,000,000, the
European J.V. will, as soon as practicable in advance of such transfer (but in any event
promptly following the occurrence of such transfer if prior notice is not practicable),
notify the Collateral Agent and will, within 30 days, (or such longer period as may be
reasonable under the circumstances) after such notification, cause such Applicable Assets
(other than assets that in the aggregate are not material) to be pledged, mortgaged or
otherwise encumbered by such J.V. Subsidiary or J.V. Subsidiaries pursuant to one or more
Security Agreements reasonably acceptable to the Collateral Agent and each applicable J.V.
Subsidiary to secure, in the case of each such asset, the Applicable Secured Obligations of
the Grantor that transferred such asset to such J.V. Subsidiary;


provided, that if a Financial Officer of Goodyear shall have delivered a certificate to the
Administrative Agent certifying that Goodyear has determined (i) based upon the advice of French
counsel, that the corporate benefit principles or other applicable law of the Republic of France
would prohibit any Principal European Subsidiary organized under the laws of the Republic of France
from duly authorizing the creation or perfection of any such security interest, or (ii) based upon
the advice of German counsel, that the applicable law of Germany would prohibit any Principal
European Subsidiary formed or acquired after the Effective Date and organized under the laws of the
Germany from duly authorizing the creation or perfection of any such security interest, such
Principal European Subsidiary shall not be required to create or perfect such security interest.
Notwithstanding the foregoing, no J.V. Subsidiary will be required to take any action pursuant to
this paragraph (c) with respect to any asset (other than Capital Stock, any other asset subject to
the Lien of any Security Document pledging Capital Stock as of the Effective Date, or any bank
account) if the perfection of a Lien on such asset is governed by the laws of a jurisdiction other
than The Netherlands, the Federal Republic of Germany, Luxembourg, the Republic of France or the
United Kingdom (and, for the avoidance of doubt, any such asset shall not constitute an “Applicable
Asset” and shall not count toward the dollar baskets in this paragraph (c)). Notwithstanding the
foregoing, no J.V. Subsidiary will be required to take any action pursuant to this paragraph (c) if
(i) such J.V. Subsidiary is a Grantor and shall have received an opinion of counsel in the
applicable jurisdiction that, under circumstances referred to in such opinion, such action






96









 







would subject its officers or directors to a material risk of personal liability and there shall
be a material risk that the circumstances referred to in such opinion will occur, or (ii) the
total costs (including taxes) of any such action would be disproportionate to the benefit obtained
by the beneficiaries of such action. In the event that any Grantor that is organized under German
law as a Kommanditgesellschaft (a “KG”) shall, at any time, be party to or enter into any kind of
lease arrangement pursuant to which it leases PP&E with a value of more than $10,000,000 to one of
its Affiliates that is organized under German law as a Gesellschaft mit beschraenkter Haftung (a
“GmbH”), such KG will promptly notify the Collateral Agent and will, within 30 days (or such
longer period as may be reasonable under the circumstances) after such notification, assign all
rights that it has to terminate such lease arrangement (and, if such right does not exist in such
lease, amend such lease so that it shall be terminable at the election of the lessor at any time
upon and during the continuance of an Event of Default) to the Collateral Agent under a Security
Agreement reasonably acceptable to the Collateral Agent to secure the Applicable Secured
Obligations of such Grantor.




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




ARTICLE VI




Negative Covenants



          Until the Commitments shall have expired or terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit
shall have expired or terminated and all LC Disbursements shall have been reimbursed, each of
Goodyear and the European J.V. and each other Borrower covenants and agrees with the Lenders that:




          SECTION 6.01. Limitation on Indebtedness. (a) Goodyear shall not, and shall not permit any
Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however, that
Goodyear or any US Subsidiary Guarantor may Incur Indebtedness if on the date of such Incurrence
and after giving effect thereto and the application of the proceeds therefrom the Consolidated
Coverage Ratio would be greater than 2.0:1.0.




          (b) Notwithstanding the foregoing paragraph (a), Goodyear and its Restricted
Subsidiaries may Incur the following Indebtedness:





     (1) (x) U.S. Bank Indebtedness in an aggregate principal amount not to exceed
the greater of (A) $3,000,000,000, less the aggregate amount of all prepayments of
principal applied to permanently reduce any such



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Indebtedness in satisfaction of Goodyear’s obligations under Section 6.04 of the
Second Lien Agreement (as in effect on the date hereof), and (B) the sum of (i)
60% of the book value of the inventory of Goodyear and its Restricted Subsidiaries
plus (ii) 80% of the book value of the accounts receivable of Goodyear and its
Restricted Subsidiaries (other than any accounts receivable pledged, sold or
otherwise transferred or encumbered by Goodyear or any Restricted Subsidiary in
connection with a Qualified Receivables Transaction), in each case, as of the end
of the most recent fiscal quarter for which financial statements have been filed
with the SEC, and (y) European Bank Indebtedness in an aggregate principal amount
not to exceed €525,000,000; provided, however, that the amount of Indebtedness
that may be Incurred pursuant to this clause (1) shall be reduced by any amount of
Indebtedness Incurred and then outstanding pursuant to the election provision of
clause (10)(A)(ii) below;




     (2) Indebtedness of Goodyear owed to and held by any Restricted Subsidiary or
Indebtedness of a Restricted Subsidiary owed to and held by Goodyear or any
Restricted Subsidiary; provided, however, that any subsequent event that results
in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
subsequent transfer of any such Indebtedness (except to Goodyear or a Restricted
Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such
Indebtedness by the issuer thereof;




     (3) Indebtedness (A) outstanding on the Effective Date (other than the
Indebtedness described in clauses (1) and (2) above and clause (12) below), and
(B) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness
described in this clause (3) (including Indebtedness that is Refinancing
Indebtedness) or the foregoing paragraph (a);




     (4) (A) Indebtedness of a Restricted Subsidiary Incurred and outstanding on
or prior to the date on which such Restricted Subsidiary was acquired by Goodyear
or a Restricted Subsidiary (other than Indebtedness Incurred in contemplation of,
in connection with, as consideration in, or to provide all or any portion of the
funds or credit support utilized to consummate, the transaction or series of
related transactions pursuant to which such Restricted Subsidiary became a
Subsidiary of or was otherwise acquired by Goodyear); provided, however, that on
the date that such Restricted Subsidiary is acquired by Goodyear, (i) Goodyear
would have been able to Incur $1.00 of additional Indebtedness pursuant to the
foregoing paragraph (a) after giving effect to the Incurrence of such Indebtedness
pursuant to this clause (4) or (ii) the Consolidated Coverage Ratio immediately
after giving effect to such Incurrence and acquisition would be greater than such
ratio immediately prior to such transaction and (B) Refinancing Indebtedness
Incurred by a



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Restricted Subsidiary in respect of Indebtedness Incurred by such
Restricted Subsidiary pursuant to this clause (4);




     (5) Indebtedness (A) in respect of performance bonds, Trade Acceptances,
bank guarantees, letters of credit and surety or appeal bonds entered into by
Goodyear or any Restricted Subsidiary in the ordinary course of business, and (B)
Hedging Obligations entered into in the ordinary course of business to hedge
risks with respect to Goodyear’s or a Restricted Subsidiary’s interest rate,
currency or raw materials pricing exposure and not entered into for speculative
purposes;




     (6) Purchase Money Indebtedness, Capitalized Lease Obligations and
Attributable Debt and Refinancing Indebtedness in respect thereof in an aggregate
principal amount on the date of Incurrence that, when added to all other
Indebtedness Incurred pursuant to this clause (6) and then outstanding, will not
exceed the greater of (A) $600,000,000 and (B) 5.0% of Consolidated assets of
Goodyear as of the end of the most recent fiscal quarter for which financial
statements have been filed with the SEC; provided that the aggregate outstanding
amount of Attributable Debt in respect of Sale/Leaseback Transactions involving
the European J.V. or any Restricted J.V. Subsidiary shall not at any time exceed
$50,000,000;




     (7) Indebtedness Incurred by a Receivables Entity in a Qualified
Receivables Transaction;




     (8) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business; provided, however, that such
Indebtedness is extinguished within five Business Days of a Financial Officer’s
becoming aware of its Incurrence;




     (9) any Guarantee by Goodyear or a Restricted Subsidiary of Indebtedness or
other obligations of Goodyear or any of its Restricted Subsidiaries so long as
the Incurrence of such Indebtedness or other obligations by Goodyear or such
Restricted Subsidiary is permitted under the terms of this Agreement (other than
Indebtedness Incurred pursuant to clause (4) above);




     (10) (A) Indebtedness of Foreign Restricted Subsidiaries, including
Indebtedness in respect of the J.V. Notes, in an aggregate principal amount that,
when added to all other Indebtedness Incurred pursuant to this clause (10)(A) and
then outstanding, will not exceed (i) $1,150,000,000 plus (ii) any amount then
permitted to be Incurred pursuant to clause (1) above that Goodyear instead elects
to Incur pursuant to this clause (10)(A); provided that (x) the aggregate
outstanding amount of Indebtedness Incurred by the European J.V. and the Restricted
J.V. Subsidiaries pursuant to this clause (10)(A) (other than Indebtedness of the




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European J.V. under the J.V. Notes) shall not, taken together with the
Guarantees referred to in clause (y) (but without duplication of Indebtedness and
Guarantees thereof to the extent both are incurred in reliance on this clause
10(A)), at any time exceed €350,000,000, and (y) any Guarantee of Indebtedness
(other than (p) any Guarantee of the Obligations or (q) any Guarantee of
Indebtedness Incurred by the European J.V. and the Restricted J.V. Subsidiaries by
any J.V Loan Party (other than any J.V. Loan Party organized under the laws of
Germany) or by any other Restricted J.V. Subsidiary that, if it Guarantees any
Indebtedness of any J.V. Loan Party in an aggregate amount for all such Guarantees
in excess of €25,000,000, provides a Guarantee of the Obligations satisfactory to
the Administrative Agent) provided on or after the Effective Date by the European
J.V. or any Restricted J.V. Subsidiary shall be deemed to be incurred in reliance
on this clause (10) and shall not, taken together with the Indebtedness referred to
in clause (x) (but without duplication of Indebtedness and Guarantees thereof to
the extent both are incurred in reliance on this clause 10(A)), at any time exceed
€350,000,000; and




     (B) Indebtedness of Foreign Restricted Subsidiaries Incurred in
connection with a Qualified Receivables Transaction in an amount not to
exceed €450,000,000 at any one time outstanding;




     (11) Indebtedness constituting Secured Indebtedness or unsecured Indebtedness
(in each case other than Indebtedness of the European J.V. and the Restricted J.V.
Subsidiaries) in an amount not to exceed $1,300,000,000 and Refinancing
Indebtedness in respect thereof;




     (12) Senior Subordinated-Lien Indebtedness and the related Guarantees by
Subsidiaries of Goodyear and Refinancing Indebtedness in respect thereof; and




     (13) Indebtedness of Goodyear and the Restricted Subsidiaries in an aggregate
principal amount on the date of Incurrence that, when added to all other
Indebtedness Incurred pursuant to this clause (13) and then outstanding, will not
exceed $150,000,000; provided that the aggregate outstanding amount of
Indebtedness Incurred by the European J.V. and the Restricted J.V. Subsidiaries
pursuant to this clause (13) shall not at any time exceed €50,000,000.



          (c) For purposes of determining the outstanding principal amount of any particular
Indebtedness Incurred pursuant to this Section 6.01:




     (1) Outstanding Indebtedness Incurred pursuant to this
Agreement, the First Lien Agreement or the Second Lien Agreement prior



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to or on the Effective Date shall be deemed to have been Incurred pursuant to
clause (1) of paragraph (b) above;




     (2) Indebtedness permitted by this Section 6.01 need not be permitted
solely by reference to one provision permitting such Indebtedness but may be
permitted in part by one such provision and in part by one or more other
provisions of this covenant permitting such Indebtedness; and




     (3) in the event that Indebtedness meets the criteria of more than one of the
types of Indebtedness described in this Section 6.01, Goodyear, in its sole
discretion, shall classify such Indebtedness (or any portion thereof) as of the
time of Incurrence and will only be required to include the amount of such
Indebtedness in one of such clauses (provided that any Indebtedness
originally classified as Incurred pursuant to Sections 6.01(b)(2) through (b)(13)
may later be reclassified as having been Incurred pursuant to Section 6.01(a) or
any other of Sections 6.01(b)(2) through (b)(13) to the extent that such
reclassified Indebtedness could be Incurred pursuant to Section 6.01(a) or one of
Sections 6.01(b)(2) through (b)(13), as the case may be, if it were Incurred at the
time of such reclassification).



          (d) For purposes of determining compliance as of any date with any dollar or Euro denominated
restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a
different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent or 6.01 Euro
Equivalent, as the case may be, determined on the date of the Incurrence of such Indebtedness;
provided, however, that if any such Indebtedness denominated in a different
currency is subject to a Currency Agreement with respect to dollars or Euros, as the case may be,
covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of
such Indebtedness expressed in dollars or Euros will be as provided in such Currency Agreement. The
principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness
being Refinanced will be the U.S. Dollar Equivalent or 6.01 Euro Equivalent, as appropriate, of the
Indebtedness Refinanced determined on the date of the Incurrence of such Indebtedness, except to
the extent that (i) such U.S. Dollar Equivalent or 6.01 Euro Equivalent was determined based on a
Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance
with the immediately preceding sentence, and (ii) the principal amount of the Refinancing
Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the
U.S. Dollar Equivalent or 6.01 Euro Equivalent, as appropriate, of such excess will be determined
on the date such Refinancing Indebtedness is Incurred. For purposes of this Section 6.01:



          “6.01 Euro Equivalent” means with respect to any monetary amount in a currency other
than Euros, at any time of determination thereof, the amount of Euros obtained by converting such
foreign currency involved in such computation into Euros at the spot rate for the purchase of
Euros with the applicable foreign currency as published



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in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on
the date two Business Days prior to such determination.




          “U.S. Dollar Equivalent” means with respect to any monetary amount in a currency
other than dollars, at any time for determination thereof, the amount of dollars obtained by
converting such foreign currency involved in such computation into dollars at the spot rate for
the purchase of dollars with the applicable foreign currency as published in The Wall Street
Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two
Business Days prior to such determination.



          SECTION 6.02. Limitation on Restricted Payments. (a) Goodyear shall not, and shall
not permit any Restricted Subsidiary, directly or indirectly, to make any Restricted Payment if
at the time Goodyear or such Restricted Subsidiary makes any Restricted Payment:




     (1) a Default will have occurred and be continuing (or would result
therefrom);




     (2) Goodyear could not Incur at least $1.00 of additional
Indebtedness under Section 6.01(a); or




     (3) the aggregate amount of such Restricted Payment and all other Restricted
Payments (the amount so expended, if other than in cash, to be determined in good
faith by a Financial Officer of Goodyear, whose determination will be conclusive)
declared or made subsequent to the Reference Date would exceed the sum, without
duplication, of:




     (i) 50% of the Consolidated Net Income accrued during the period
(treated as one accounting period) from the beginning of the fiscal
quarter immediately following the fiscal quarter during which the
Reference Date occurs to the end of the most recent fiscal quarter for
which financial statements have been filed with the SEC prior to the date
of such Restricted Payment (or, in case such Consolidated Net Income will
be a deficit, minus 100% of such deficit);




     (ii) 100% of the aggregate Net Cash Proceeds received by Goodyear
from the issuance or sale of its Capital Stock (other than Disqualified
Stock) subsequent to the Reference Date (other than an issuance or sale
to a Subsidiary of Goodyear and other than an issuance or sale to an
employee stock ownership plan or to a trust established by Goodyear or
any of its Subsidiaries for the benefit of their employees) and 100% of
any cash capital contribution received by Goodyear from its shareholders
subsequent to the Reference Date;




     (iii) the amount by which Indebtedness of Goodyear or its
Restricted Subsidiaries is reduced on Goodyear’s Consolidated



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balance sheet upon the conversion or exchange (other than by a Subsidiary
of Goodyear) subsequent to the Reference Date of any Indebtedness of
Goodyear or its Restricted Subsidiaries issued after the Reference Date
which is convertible or exchangeable for capital stock (other than
Disqualified Stock) of Goodyear (less the amount of any cash or the Fair
Market Value of other property distributed by Goodyear or any Restricted
Subsidiary upon such conversion or exchange); and




     (iv) an amount equal to the sum of (x) the net reduction in the
Investments (other than Permitted Investments) made by Goodyear or any
Restricted Subsidiary in any Person resulting from repurchases,
repayments or redemptions of such Investments by such Person, proceeds
realized on the sale of such Investments and proceeds representing the
return of capital (excluding dividends and distributions), in each case
realized by Goodyear or any Restricted Subsidiary, and (y) to the extent
such Person is an Unrestricted Subsidiary, the portion (proportionate to
Goodyear’s Capital Stock in such Subsidiary) of the fair market value of
the net assets of such Unrestricted Subsidiary at the time such
Unrestricted Subsidiary is designated a Restricted Subsidiary;
provided, however, that the foregoing sum shall not
exceed, in the case of any such Person or Unrestricted Subsidiary, the
amount of Investments (excluding Permitted Investments) previously made
(and treated as a Restricted Payment) by Goodyear or any Restricted
Subsidiary in such Person or Unrestricted Subsidiary.



          (b) The provisions of Section 6.02(a) shall not prohibit the following Restricted Payments
to the extent made by Goodyear or any Restricted Subsidiary other than the European J.V. or any
J.V. Subsidiary:




     (1) any Restricted Payment made out of the Net Cash Proceeds of the
substantially concurrent sale of, or made by exchange for, Capital Stock of
Goodyear (other than Disqualified Stock and other than Capital Stock issued or
sold to a Subsidiary of Goodyear or an employee stock ownership plan or to a trust
established by Goodyear or any of its Subsidiaries for the benefit of their
employees to the extent such sale to such an employee stock ownership plan or
trust is financed by loans from or guaranteed by Goodyear or any Restricted
Subsidiary unless such loans have been repaid with cash on or prior to the date of
determination) or a substantially concurrent cash capital contribution received by
Goodyear from its shareholders; provided, however, that:




     (A) such Restricted Payment shall be excluded in the calculation
of the amount of Restricted Payments under Section 6.02(a)(3), and



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     (B) the Net Cash Proceeds from such sale applied in the manner set
forth in Section 6.02(b)(1) shall be excluded from the calculation of
amounts under Section 6.02(a)(3)(ii);




     (2) any prepayment, repayment or Purchase for value of
Subordinated Obligations of Goodyear or any US Subsidiary Guarantor (i) that are
made by exchange for, or out of the proceeds of the sale of, other Subordinated
Obligations (as defined in the First Lien Agreement and which (x) satisfy each of
clauses (4) and (5) of the definition of Refinancing Indebtedness (as defined in
the First Lien Agreement) in respect of the Subordinated Obligations being
prepaid, repaid or Purchased and (y) may include Indebtedness Incurred under
Section 6.01(a)) or the Net Cash Proceeds of a sale of Capital Stock of Goodyear;
provided, in each case, that the public announcement of the launch of such
prepayment, repayment or Purchase for value is made within three months of such
sale of Subordinated Obligations or Capital Stock, or (ii) if, at the time
thereof, Goodyear shall, on a pro forma basis after giving effect to such
prepayment, repayment or Purchase for value, have $150,000,000 or more of
Available Commitments (as defined in the First Lien Agreement); provided,
however, that each such prepayment, repayment or Purchase for value under
this paragraph (2) shall be excluded in the calculation of the amount of
Restricted Payments under Section 6.02(a)(3);




     (3) dividends paid within 60 days after the date of declaration thereof if
at such date of declaration such dividends would have complied with this
covenant; provided, however, that such dividends shall be included in the
calculation of the amount of Restricted Payments under Section 6.02(a)(3);




     (4) any Purchase for value of Capital Stock of Goodyear or any of its
Subsidiaries from employees, former employees, directors or former directors of
Goodyear or any of its Subsidiaries (or permitted transferees of such employees,
former employees, directors or former directors), pursuant to the terms of
agreements (including employment agreements) or plans (or amendments thereto)
approved by the Board of Directors under which such individuals purchase or sell or
are granted the option to purchase or sell, shares of such Capital Stock;
provided, however, that the aggregate amount of such Purchases for
value will not exceed $10,000,000 in any calendar year; provided further,
however, that any of the $10,000,000 permitted to be applied for Purchases
under this Section 6.02(b)(4) in a calendar year (and not so applied) may be
carried forward for use in the following two calendar years; provided
further, however, that such Purchases for value shall be excluded in
the calculation of the amount of Restricted Payments under Section 6.02(a)(3);



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     (5) so long as no Default has occurred and is continuing, payments of
dividends on Disqualified Stock issued after the Reference Date pursuant to
Section 6.01; provided, however, that such dividends shall be
included in the calculation of the amount of Restricted Payments under Section
6.02(a)(3);




     (6) repurchases of Capital Stock deemed to occur upon exercise of stock
options if such Capital Stock represents a portion of the exercise price of such
options; provided, however, that such Restricted Payments shall be
excluded in the calculation of the amount of Restricted Payments under Section
6.02(a)(3);




     (7) so long as no Default has occurred and is continuing, any prepayment,
repayment or Purchase for value of Subordinated Obligations of Goodyear and the US
Subsidiary Guarantors from Net Available Cash; provided, however,
that such prepayment, repayment or Purchase for value shall be excluded in the
calculation of the amount of Restricted Payments under Section 6.02(a)(3);




     (8) so long as no Default has occurred and is continuing, any prepayment,
repayment or Purchase for value of Subordinated Obligations of Goodyear and the US
Subsidiary Guarantors from Net Available Cash (assuming for purposes of the
definition of Net Available Cash as used in this clause (8) that the Specified
Asset Sale was an Asset Disposition) from the Specified Asset Sale set forth in
clause (i) of the definition thereof within 180 days after the receipt of such
proceeds; provided, however, that such prepayment, repayment or
Purchase for value shall be excluded in the calculation of the amount of
Restricted Payments under Section 6.02(a)(3);




     (9) so long as no Default has occurred and is continuing, any prepayment,
repayment or Purchase for value of any Indebtedness within 365 days of the Stated
Maturity of such Indebtedness; provided, however, that such
prepayment, repayment or Purchase for value shall be excluded in the calculation
of the amount of Restricted Payments under Section 6.02(a)(3);




     (10) payments to holders of Capital Stock (or to the holders of
Indebtedness that is convertible into or exchangeable for Capital Stock upon
such conversion or exchange) in lieu of the issuance of fractional shares;
provided, however, that such payments shall be excluded in the
calculation of the amount of Restricted Payments under Section 6.02(a)(3);




     (11) [intentionally omitted], or



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     (12) any Restricted Payment in an amount which, when taken together with
all Restricted Payments made after the Reference Date pursuant to this
Section 6.02(b)(12), does not exceed $600,000,000; provided,
however, that




     (A) at the time of each such Restricted Payment, no Default
shall have occurred and be continuing (or result therefrom); and




     (B) such Restricted Payments shall be excluded in the calculation
of the amount of Restricted Payments under Section 6.02(a)(3).



          (c) Notwithstanding any other provision of this Section 6.02, the European J.V. shall
not, and Goodyear and the European J.V. shall not permit any Restricted J.V. Subsidiary,
directly or indirectly, to make any Restricted Payment or Permitted J.V. Investment, except
that:




     (1) the European J.V. and the Restricted J.V. Subsidiaries may make any
Permitted J.V. Investment other than, at any time when a Default has occurred and
is continuing (or would result therefrom), (x) an Investment in any Person other
than the European J.V., a Restricted J.V. Subsidiary or any Person that will be a
Restricted J.V. Subsidiary after giving effect to such Investment in reliance on
clause (5) of the definition of Permitted J.V. Investment or (y) an Investment in
Goodyear or any Subsidiary of Goodyear other than the European J.V. or any
Restricted J.V. Subsidiary in reliance on any of clauses (5), (6) or (8) of the
definition of Permitted J.V. Investment;




     (2) the European J.V. may declare and pay cash dividends ratably with respect
to its Capital Stock in an aggregate amount not to exceed 100% of cumulative net
income (giving effect to losses) of the European J.V. and the J.V. Subsidiaries,
determined on a consolidated basis in accordance with GAAP, after January 1, 2003
(net of all such dividends paid in respect of such cumulative net income on or
after January 1, 2003);




     (3) the Restricted J.V. Subsidiaries may make Restricted Payments with
respect to their Equity Interests so long as such Restricted Payments are made
ratably or on a basis more favorable to the European J.V. and the Restricted J.V.
Subsidiaries than ratably;




     (4) the European J.V. and the Restricted J.V. Subsidiaries may make any
prepayment, repayment or Purchase for value of Subordinated Obligations of the
European J.V. or any Subsidiary Guarantor (i) that are made by exchange for, or
out of the proceeds of the sale of, other Subordinated Obligations (which satisfy
each of clauses (4), (5), (6) and (C) of the definition of Refinancing
Indebtedness in respect of the



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Subordinated Obligations being prepaid, repaid or Purchased) or the Net Cash
Proceeds of an equity contribution to the European J.V.; provided, in each
case, that the public announcement of the launch of such prepayment, repayment or
Purchase for value is made within three months of such sale of Subordinated
Obligations or equity contribution;




     (5) the European J.V. and the Restricted J.V. Subsidiaries may make any
prepayment, repayment or Purchase for value of any Indebtedness of the European
J.V. or any Restricted J.V. Subsidiary within 365 days of the Stated Maturity of
such Indebtedness;




     (6) so long as at the time such Restricted Payment is made no Default will
have occurred and be continuing (or would result therefrom), the European J.V. and
the Restricted J.V. Subsidiaries may make repurchases, repayments or prepayments
of Indebtedness in an aggregate amount not greater than $25,000,000 in any
calendar year; and




     (7) so long as at the time such Restricted Payment is made no Default will
have occurred and be continuing (or would result therefrom), the European J.V. and
the Restricted J.V. Subsidiaries may make repurchases, repayments or prepayments
of Indebtedness of the European J.V. or any Restricted Subsidiary in an aggregate
amount not greater than $100,000,000 during the term of this Agreement;


provided, however, that each Restricted Payment made under any of paragraphs (1) through (7)
shall be excluded in the calculation of the amount of Restricted Payments under Section
6.02(a)(3).




          SECTION 6.03. Limitation on Restrictions on Distributions from Restricted
Subsidiaries. Goodyear shall not, and shall not permit any Restricted Subsidiary to,
create or otherwise cause or permit to exist or become effective any consensual encumbrance
or restriction on the ability of any Restricted Subsidiary to:




     (1) pay dividends or make any other distributions on its Capital Stock or
pay any Indebtedness or other obligations owed to Goodyear;




     (2) make any loans or advances to Goodyear; or




     (3) transfer any of its property or assets to Goodyear, except:




     (A) any encumbrance or restriction pursuant to applicable law, rule,
regulation or order or an agreement in effect at or entered into on the
Effective Date;




     (B) any encumbrance or restriction with respect to a Restricted
Subsidiary pursuant to an agreement relating to any Indebtedness
Incurred by such Restricted Subsidiary prior to the date on which such
Restricted Subsidiary was acquired by



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Goodyear (other than Indebtedness Incurred as consideration in, in
contemplation of, or to provide all or any portion of the funds or credit
support utilized to consummate the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a
Restricted Subsidiary or was otherwise acquired by Goodyear) and
outstanding on such date;




     (C) any encumbrance or restriction pursuant to an agreement
effecting a Refinancing of Indebtedness Incurred pursuant to an agreement
referred to in Section 6.03(3)(A) or Section 6.03(3)(B) or this Section
6.03(3)(C) or contained in any amendment to an agreement referred to in
Section 6.03(3)(A) or Section 6.03(3)(B) or this Section 6.03(3)(C);
provided, however, that the encumbrances and restrictions
contained in any such Refinancing agreement or amendment are no less
favorable in any material respect to the Lenders than the encumbrances
and restrictions contained in such predecessor agreements;




     (D) in the case of Section 6.03(3), any encumbrance or
restriction:




     (i) that restricts in a customary manner the subletting,
assignment or transfer of any property or asset that is subject
to a lease, license or similar contract, or the assignment or
transfer of any such lease, license or other contract; or




     (ii) contained in mortgages, pledges and other security
agreements securing Indebtedness of a Restricted Subsidiary to the
extent such encumbrance or restriction restricts the transfer of
the property subject to such security agreements;




     (E) with respect to a Restricted Subsidiary, any restriction imposed
pursuant to an agreement entered into for the sale or disposition of all
or substantially all the Capital Stock or assets of such Restricted
Subsidiary pending the closing of such sale or disposition;




     (F) any encumbrance or restriction existing under or by reason of
Indebtedness or other contractual requirements of a Receivables Entity
in connection with a Qualified Receivables Transaction;
provided, however, that such restrictions apply only to
such Receivables Entity;




     (G) purchase money obligations for property acquired in the ordinary
course of business and Capitalized Lease Obligations



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that impose restrictions on the property purchased or leased of the
nature described in Section 6.03(3);




     (H) provisions with respect to the disposition or distribution of
assets or property in joint venture agreements, asset sale agreements,
stock sale agreements and other similar agreements;




     (I) restrictions on cash or other deposits or net worth
imposed by customers, suppliers or, in the ordinary course of
business, other third parties; and




     (J) with respect to any Foreign Restricted Subsidiary, any
encumbrance or restriction contained in the terms of any Indebtedness,
or any agreement pursuant to which such Indebtedness was issued, if:




     (i) the encumbrance or restriction applies only in the event
of a payment default or a default with respect to a financial
covenant contained in such Indebtedness or agreement; or




     (ii) at the time such Indebtedness is Incurred, such
encumbrance or restriction is not expected to materially affect
Goodyear’s ability to make principal or interest payments on the
Obligations, as determined in good faith by a Financial Officer
of Goodyear, whose determination shall be conclusive.



          SECTION 6.04. Limitation on Sales of Assets and Subsidiary Stock. (a) Goodyear
shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition
unless:




     (1) Goodyear or such Restricted Subsidiary receives consideration (including
by way of relief from, or by any other Person assuming sole responsibility for, any
liabilities, contingent or otherwise) at the time of such Asset Disposition at
least equal to the Fair Market Value of the shares and assets subject to such Asset
Disposition; and




     (2) at least 75% of the consideration therefor received by Goodyear
or such Restricted Subsidiary is in the form of cash or Additional
Assets.



          (b) For the purposes of this covenant, the following are deemed to be cash:




     (1) the assumption of Indebtedness or other obligations of Goodyear
(other than obligations in respect of Disqualified Stock of



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Goodyear) or any Restricted Subsidiary (other than obligations in respect of
Disqualified Stock and Preferred Stock of a Restricted Subsidiary that is a
Subsidiary Guarantor) and the release of Goodyear or such Restricted Subsidiary
from all liability on such Indebtedness or obligations in connection with such
Asset Disposition;




     (2) any Designated Noncash Consideration having an aggregate Fair Market
Value that, when taken together with all other Designated Noncash Consideration
received pursuant to this clause and then outstanding, does not exceed at the time
of the receipt of such Designated Noncash Consideration (with the Fair Market
Value of each item of Designated Noncash Consideration being measured at the time
received and without giving effect to subsequent changes in value) the greater of
(1) $200,000,000 and (2) 1.5% of the total Consolidated assets of Goodyear as
shown on the most recent balance sheet of Goodyear filed with the SEC;




     (3) securities, notes or similar obligations received by Goodyear or any
Restricted Subsidiary from the transferee that are promptly converted by
Goodyear or such Restricted Subsidiary into cash; and




     (4) Temporary Cash Investments.



          (c) Notwithstanding paragraph (a) above, the European J.V. shall not, and Goodyear and the
European J.V. shall not permit any Restricted J.V. Subsidiary to, make any Asset Disposition,
except:




     (1) so long as the conditions specified in paragraph (a) of this Section
6.04 are satisfied, Asset Dispositions of any Capital Stock of any Person that is
not a Subsidiary;




     (2) Asset Dispositions by the European J.V. or any J.V. Subsidiary (other than
Asset Dispositions of accounts receivable or inventory that are not sold in
connection with the Asset Disposition of a business or line of business); provided
that:




     (A) the aggregate consideration received in all Asset
Dispositions made in reliance on this clause (2) does not exceed
€350,000,000;




     (B) the aggregate consideration received in Asset
Dispositions made in reliance on this clause (2) with respect to (A)
Capital Stock of a Foreign Subsidiary pledged pursuant to the Security
Documents and (B) all or substantially all of the assets of a Foreign
Subsidiary whose Capital Stock is pledged pursuant to the Security
Documents, does not exceed an amount equal to (x) $50,000,000 minus (y)
the aggregate fair value of Capital Stock of Foreign Subsidiaries in
respect of which the security interest under



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the Security Documents has been released pursuant to Section
6.04(d);




     (C) each Asset Disposition made in reliance on this clause (2) is
made for fair value, as reasonably determined by Goodyear; and




     (D) except with respect to €100,000,000 (determined net of any cash
or cash equivalents subsequently realized on the Asset Disposition and net
of the repayment of any portion of non-cash consideration received in
connection with an Asset Disposition that represented non-cash
consideration in excess of 25% of the total consideration received in such
Asset Disposition) of aggregate consideration for Asset Dispositions made
in reliance on this clause (2), at least 75% of the consideration received
in each such Asset Disposition is in the form of cash (with clause (2) of
paragraph (b) being inapplicable for purposes of this clause (2)); and




     (3) so long as the conditions specified in paragraph (a) of this Section
6.04 are satisfied, sales of assets in Sale/Leaseback Transactions permitted by
Section 6.07.



          (d) Upon receipt of written notice from Goodyear to the Collateral Agent, the Collateral Agent
is hereby authorized and directed to release any security interest under any Security Document in
any Capital Stock of any Foreign Subsidiary transferred, for tax planning or other business
purposes, consistent with Goodyear’s past practices, to any Foreign Subsidiary whose Capital Stock
has been pledged under any of the Security Documents if either (i) the transferor of such Capital
Stock is Goodyear or a US
Subsidiary and such release is required in order to obtain the desired amount of consideration from
such transfer, or (ii) after giving effect to such transfer, the aggregate fair value of all such
Capital Stock (other than Capital Stock transferred in a transaction described in the immediately
preceding clause (i)), determined as of the date of each respective transfer, does not exceed (x)
in the case of such transfers by the European J.V. and the Restricted J.V. Subsidiaries,
$50,000,000, and (y) in the case of all such transfers, $250,000,000.



          SECTION 6.05. Limitation on Transactions with
Affiliates. (a) Goodyear shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, enter into or conduct any transaction or series of related
transactions (including the purchase, sale, lease or exchange of any property or the rendering
of any service) with any Affiliate of Goodyear (an “Affiliate Transaction”) unless
such transaction is on terms:




     (1) that are no less favorable to Goodyear or such Restricted Subsidiary,
as the case may be, than those that could be obtained at the



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time of such transaction in arm’s-length dealings with a Person who is not such an
Affiliate,




     (2) that, in the event such Affiliate Transaction involves an
aggregate amount in excess of $25,000,000,




     (A) are set forth in writing, and




     (B) have been approved by a majority of the members of the Board of
Directors having no personal stake in such Affiliate Transaction; and




     (3) that, in the event such Affiliate Transaction involves an amount in
excess of $75,000,000, have been determined by a nationally recognized
appraisal, accounting or investment banking firm to be fair, from a financial
standpoint, to Goodyear and its Restricted Subsidiaries.




(b) The provisions of Section 6.05(a) will not prohibit:




     (1) any Restricted Payment permitted to be paid pursuant to Section
6.02;




     (2) any issuance of securities, or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of, employment arrangements,
stock options and stock ownership plans approved by the Board of Directors;




     (3) the grant of stock options or similar rights to employees and
directors of Goodyear pursuant to plans approved by the Board of Directors,




     (4) loans or advances to employees in the ordinary course of business
of Goodyear;




     (5) the payment of reasonable fees and compensation to, or the provision of
employee benefit arrangements and indemnity for the benefit of, directors,
officers and employees of Goodyear and its Restricted Subsidiaries in the
ordinary course of business;




     (6) any transaction between or among any of Goodyear, any Restricted
Subsidiary or any joint venture or similar entity which would constitute an
Affiliate Transaction solely because Goodyear or a Restricted Subsidiary owns an
equity interest in or otherwise controls such Restricted Subsidiary, joint venture
or similar entity;




     (7) the issuance or sale of any Capital Stock (other than
Disqualified Stock) of Goodyear;



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     (8) any agreement as in effect on the Effective Date described in Goodyear’s
SEC filings as filed on or prior to the Effective Date, or any renewals,
extensions or amendments of any such agreement (so long as such renewals,
extensions or amendments are not less favorable in any material respect to
Goodyear or its Restricted Subsidiaries) and the transactions evidenced thereby;




     (9) transactions with customers, clients, suppliers or purchasers or sellers
of goods or services in each case in the ordinary course of business and otherwise
in compliance with the terms of this Agreement which are fair to Goodyear or its
Restricted Subsidiaries, in the reasonable determination of the Board of Directors
or the senior management thereof, or are on terms at least as favorable as could
reasonably have been obtained at such time from an unaffiliated party; or




     (10) any transaction effected as part of a Qualified Receivables
Transaction.



          (c) Notwithstanding paragraphs (a) and (b) above, the European J.V. will not, nor will it
permit any Restricted J.V. Subsidiary to, sell, lease or otherwise transfer any property or assets
to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any
other transactions with, any of its Affiliates, except (i) transactions in the ordinary course of
business that are consistent with past practices or are at prices and on terms and conditions no
less favorable to the European J.V. or such Restricted J.V. Subsidiary than could be obtained on an
arm’s-length basis from unrelated third parties in the reasonable judgment of the European J.V.,
(ii) transactions between or among the European J.V. and the Restricted J.V. Subsidiaries not
involving any other Affiliate and (iii) any Restricted Payment permitted by Section 6.02.



          SECTION 6.06. Limitation on Liens. Goodyear shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien of any nature
whatsoever on any of its property or assets (including Capital Stock of a Restricted Subsidiary),
whether owned at the Effective Date or thereafter acquired, securing any Indebtedness, except:




     (a) Liens to secure Indebtedness permitted pursuant
to Section 6.01(b)(1);




     (b) Liens to secure Indebtedness permitted pursuant to Section
6.01(b)(12);




     (c) pledges or deposits by such Person under workers’ compensation
laws, unemployment insurance laws or similar legislation, or good faith deposits in
connection with bids, tenders, contracts (other than for the payment of
Indebtedness) or leases to which such Person is a party, or deposits to secure
public or statutory obligations of such Person or deposits of cash or United States
government bonds to secure surety or



113









 






appeal bonds to which such Person is a party, or deposits as security for
contested taxes or import duties or for the payment of rent, in each case
Incurred in the ordinary course of business;




     (d) Liens imposed by law, such as carriers’, warehousemen’s and
mechanics’ Liens, in each case for sums not yet due or being contested in good faith
by appropriate proceedings or other Liens arising out of judgments or awards against
such Person with respect to which such Person shall then be proceeding with an
appeal or other proceedings for review;




     (e) Liens for taxes, assessments or other governmental charges not
yet due or payable or subject to penalties for non-payment or which are being
contested in good faith by appropriate proceedings;




     (f) Liens on assets not constituting Collateral under this Agreement
which secure obligations under letters of credit, bank guarantees, Trade Acceptances
or similar credit transactions or are in favor of issuers of surety or performance
bonds issued pursuant to the request of and for the account of such Person in the
ordinary course of its business; provided, however, that such
letters of credit, bank guarantees, Trade Acceptances and similar credit
transactions do not constitute Indebtedness;




     (g) survey exceptions, encumbrances, easements or reservations of, or
rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as to
the use of real property or Liens incidental to the conduct of the business of such
Person or to the ownership of its properties which were not Incurred in connection
with Indebtedness for borrowed money and which do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in the
operation of the business of such Person;




     (h) Liens securing Indebtedness Incurred to finance the construction,
purchase or lease of, or repairs, improvements or additions to, property of such
Person (including Indebtedness Incurred under Section 6.01(b)(6)); provided,
however, that the Lien may not extend to any other property (other than
property related to the property being financed) owned by such Person or any of its
Subsidiaries at the time the Lien is Incurred, and the Indebtedness (other than any
interest thereon) secured by the Lien may not be Incurred more than 180 days after
the later of the acquisition, completion of construction, repair, improvement,
addition or commencement of full operation of the property subject to the Lien;




     (i) Liens existing on the Effective Date and, in the case of
Goodyear, the European J.V., each J.V. Subsidiary and each other Subsidiary that is
organized under the laws of the United States or Canada or any of their territories
or possessions or any political subdivision thereof,




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set forth in Annex II to the Disclosure Letter; provided that (x) such Lien
shall not apply to any other property or asset of Goodyear or any Restricted
Subsidiary and (y) such Lien shall secure only those obligations which it secured
on the Effective Date and extensions, renewals and replacements thereof that do not
increase the outstanding principal amount hereof (other than Liens referred to in
the foregoing clauses (a) and (b));




     (j) Liens on property or shares of stock of another Person at the
time such other Person becomes a Subsidiary of such Person; provided, however, that
such Liens are not created, Incurred or assumed in connection with, or in
contemplation of, such other Person becoming such a Subsidiary; provided further,
however, that such Liens do not extend to any other property owned by such Person or
any of its Subsidiaries, except pursuant to after-acquired property clauses existing
in the applicable agreements at the time such Person becomes a Subsidiary which do
not extend to property transferred to such Person by Goodyear or a Restricted
Subsidiary;




     (k)
Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger
or consolidation with or into such Person or any Subsidiary of such Person;
provided, however, that such Liens are not created, Incurred or assumed in
connection with, or in contemplation of, such acquisition; provided further,
however, that the Liens do not extend to any other property owned by such Person or
any of its Subsidiaries;




     (l) Liens securing Indebtedness or other obligations of a Subsidiary
of such Person owing to such Person or a Restricted Subsidiary of such Person;




     (m) Liens securing Hedging Obligations so long as such Hedging
Obligations are permitted to be Incurred under this Agreement;




     (n) Liens on assets not constituting Collateral under this Agreement
which secure Indebtedness of any Foreign Restricted Subsidiary Incurred under
Section 6.01(b)(10); provided that assets of the European J.V. and the Restricted
J.V. Subsidiaries shall only secure Indebtedness of the European J.V. and the
Restricted J.V. Subsidiaries and that the aggregate principal amount of Indebtedness
of the European J.V. and the Restricted J.V. Subsidiaries secured by Liens Incurred
in reliance on this clause (n), on clause (w) or on clause (y) shall not at any time
exceed €100,000,000;




     (o) Liens to secure any Refinancing (or successive Refinancings) as
a whole, or in part, of any Indebtedness secured by any Lien referred in the
foregoing clauses (h), (i), (j) and (k); provided, however, that:



115









 






     (1) such new Lien shall be limited to all or part of the same property
that secured the original Lien (plus improvements, accessions, proceeds,
dividends or distributions in respect thereof); and




     (2) the Indebtedness secured by such Lien at such time is not increased
to any amount greater than the sum of:




     (A) the outstanding principal amount or, if greater, committed amount
of the Indebtedness secured by Liens described under clauses (h), (i), (j)
or (k) at the time the original Lien became a permitted Lien under this
Agreement; and




     (B) an amount necessary to pay any fees and expenses, including
premiums, related to such Refinancings;




     (p) Liens on accounts receivables and related assets of the type
specified in the definition of “Qualified Receivables Transaction” not
constituting Collateral under this Agreement Incurred in connection with a
Qualified Receivables Transaction;




     (q) judgment Liens not giving rise to an Event of Default so long as
any appropriate legal proceedings which may have been duly initiated for the review
of such judgment have not been finally terminated or the period within which such
proceedings may be initiated has not expired;




     (r) Liens arising from Uniform Commercial Code financing
statement filings regarding leases that do not otherwise constitute
Indebtedness entered into in the ordinary course of business;




     (s) leases and subleases of real property which do not
materially interfere with the ordinary conduct of the business of Goodyear and
its Subsidiaries;




     (t) Liens which constitute bankers’ Liens, rights of set-off or
similar rights and remedies as to deposit accounts or other funds maintained with
any bank or other financial institution, whether arising by operation of law or
pursuant to contract;




     (u) Liens on specific items of inventory or other goods and proceeds
of any Person securing such Person’s obligations in respect of bankers’ acceptances
issued or created for the account of such Person to facilitate the purchase,
shipment or storage of such inventory or other goods;




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



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     (w) Liens on assets not constituting Collateral under this Agreement
securing Indebtedness Incurred pursuant to Section 6.01(b)(11) or (13); provided
that assets of the European J.V. and the Restricted J.V.
Subsidiaries shall only secure Indebtedness of the European J.V. and the Restricted
J.V. Subsidiaries and that the aggregate principal amount of Indebtedness of the
European J.V. and the Restricted J.V. Subsidiaries secured by Liens Incurred in
reliance on clause (n), on this clause (w) or on clause (y) shall not at any time
exceed €100,000,000;




     (x) Liens on assets subject to Sale/Leaseback Transactions; provided
that the aggregate outstanding Attributable Debt in respect thereof shall not at any
time exceed $125,000,000; and




     (y) other Liens on assets that do not constitute Collateral to secure
Indebtedness as long as the amount of outstanding Indebtedness secured by Liens
Incurred pursuant to this clause (y) does not exceed 7.5% of Consolidated assets of
Goodyear, as determined based on the consolidated balance sheet of Goodyear as of
the end of the most recent fiscal quarter for which financial statements have been
filed with the SEC; provided that assets of the European J.V. and the Restricted
J.V. Subsidiaries shall only secure Indebtedness of the European J.V. and the
Restricted J.V.
Subsidiaries and that the aggregate principal amount of Indebtedness of the European
J.V. and the Restricted J.V. Subsidiaries secured by Liens Incurred in reliance on
clause (n), on clause (w) or on this clause (y) shall not at any time exceed
€100,000,000; provided, however, that notwithstanding whether this clause (y) would
otherwise be available to secure Indebtedness, Liens securing Indebtedness
originally secured pursuant to this clause (y) may secure Refinancing Indebtedness
in respect of such Indebtedness and such Refinancing Indebtedness shall be deemed to
have been secured pursuant to this clause (y).




          For the avoidance of doubt, each reference in this Section or any other provision of this
Agreement to “assets not constituting Collateral” (or any similar phrase) means assets that (a) are
not subject to any Lien securing the Obligations and (b) are not and (absent a change in facts)
will not be required under the terms of this Agreement or the Security Documents to be made subject
to any Lien securing the Obligations by reason of the nature of, or the identity of the Subsidiary
owning, such assets (and not as a result of the existence of any other Lien or any legal or
contractual provision preventing such assets from being made subject to Liens securing the
Obligations).




          SECTION 6.07. Limitation on Sale/Leaseback Transactions. Goodyear shall not, and shall not
permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any
property unless:




          (a) Goodyear or such Restricted Subsidiary would be entitled to:



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     (i) Incur Indebtedness with respect to such Sale/Leaseback Transaction
pursuant to Section 6.01; and




     (ii) create a Lien on such property securing such Indebtedness pursuant to
Section 6.06(x) or, to the extent the assets subject to such Sale/Leaseback do not
constitute Collateral under this Agreement, create a Lien on such property pursuant to the
provisions of Section 6.06;




     (iii) the gross proceeds payable to Goodyear or such Restricted Subsidiary
in connection with such Sale/Leaseback Transaction are at least equal to the Fair Market
Value of such property; and




     (iv) the transfer of such property is permitted by, and, if
applicable, Goodyear applies the proceeds of such transaction in compliance with,
Section 6.04; or




          (b) the Sale/Leaseback Transaction is with respect to all or a portion of Goodyear’s
properties in Akron, Summit County, Ohio.




Notwithstanding the foregoing, the aggregate outstanding amount of Attributable Debt of the
European J.V. and the Restricted J.V. Subsidiaries in respect of Sale/Leaseback Transactions shall
not exceed €50,000,000.




          SECTION 6.08. Fundamental Changes. Each of Goodyear and the European J.V. and each other
Borrower will not, and will not permit any of its respective Consolidated Subsidiaries to, merge
into, amalgamate or consolidate with any other Person, or permit any other Person to merge into,
amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) assets (including Capital Stock of Subsidiaries)
constituting all or substantially all the assets of Goodyear and its Consolidated Subsidiaries,
taken as a whole, or all or substantially all the assets of the European J.V. and its Consolidated
Subsidiaries, taken as a whole, or, in the case of Goodyear or any Borrower, liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect thereto no Default shall
have occurred and be continuing (i) any Restricted Subsidiary that is not a J.V. Loan Party may
merge into Goodyear in a transaction in which Goodyear is the surviving corporation, (ii) any
Restricted Subsidiary may merge into any other Restricted Subsidiary in a transaction in which the
surviving entity is a Restricted Subsidiary; except that (A) no US Subsidiary may merge into a
Foreign Subsidiary, (B) neither the European J.V. nor any Restricted J.V. Subsidiary may merge into
a Restricted Subsidiary that is not the European J.V. or a Restricted J.V. Subsidiary (other than a
merger of a Restricted J.V. Subsidiary into a Restricted Subsidiary that will become a Restricted
J.V. Subsidiary upon the consummation of such merger) and (C) no J.V. Loan Party may merge into a
Restricted Subsidiary that is not a J.V. Loan Party (other than a Restricted Subsidiary that will
become a J.V. Loan Party upon the consummation of such merger), (iii) any sale of a Restricted
Subsidiary made in accordance with Section 6.04 may be effected by a merger of such Restricted
Subsidiary and (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its
assets to Goodyear or to another Restricted Subsidiary;



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provided that any Investment that takes the form of a merger, amalgamation or consolidation
(other than any merger, amalgamation or consolidation involving Goodyear) expressly permitted by
Section 6.02 shall be permitted by this Section 6.08.




          SECTION 6.09. European J.V. Leverage Ratio. The European J.V. will not permit the ratio at
the end of any fiscal quarter of (a) Consolidated Net J.V. Indebtedness at such date to (b)
Consolidated European J.V. EBITDA for the period of four consecutive fiscal quarters ended at
such date, to be greater than 3.00 to 1.00.




          SECTION 6.10. Sumitomo Ownership. Goodyear will not enter into any agreement, or agree to
amend, modify or waive any existing agreement, between it and Sumitomo Rubber Industries or agree
to amend, modify or waive any organizational document of the European J.V., if the effect thereof
is to permit Sumitomo Rubber Industries to sell, transfer or otherwise dispose of any of the
issued and outstanding Capital Stock of the European J.V. owned by Sumitomo Rubber Industries to
any Person other than Goodyear or a Wholly Owned Subsidiary of Goodyear.




          SECTION 6.11. German Subsidiary Matters. Notwithstanding any other 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 5.01(a) or (b). For purposes of this
Section, “PP&E” means property, plant & equipment.



ARTICLE VII



Events of Default and CAM Exchange





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




     (a) any Borrower shall fail to pay any principal of any Loan or any
reimbursement obligation in respect of any LC Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or otherwise;




     (b) any Borrower shall fail to pay any interest on any Loan or any
fee or any other amount (other than an amount referred to in clause (a) of this
Section) payable under this Agreement or any other Credit Document, when and as the
same shall become due and payable, and such failure shall continue unremedied for a
period of (i) in the case of fees and interest payable under Sections 2.12 and 2.13,
respectively, five Business Days, and (ii) in the case of any other fees, interest
or other amounts (other than those referred to in paragraph (a) above), five
Business Days after the earlier of (A) the day on which a Financial Officer of
Goodyear or the European J.V. first obtains knowledge of such failure and (B) the
day on which written



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notice of such failure shall have been given to the European J.V. by the
Administrative Agent or any Lender or Issuing Bank;




     (c) any representation or warranty made or deemed made by or on
behalf of Goodyear or the European J.V. or any other Borrower or any J.V. Loan
Party in any Credit Document or any amendment or modification thereof or waiver
thereunder, shall prove to have been incorrect when made or deemed made in any
respect material to the rights or interests of the Lenders under the Credit
Documents;




     (d) Goodyear or the European J.V. or any other Borrower shall fail
to observe or perform any covenant, condition or agreement contained in Section
5.02, 5.03 (with respect to any Borrower’s existence) or 5.08 or in Article VI;




     (e) any Credit Party shall fail to observe or perform any covenant,
condition or agreement contained in any Credit Document (other than those specified
in clauses (a), (b) and (d) of this Section), and such failure shall continue
unremedied for a period of 30 days after written notice thereof from the
Administrative Agent to the European J.V. (which notice will be given at the request
of any Lender); provided, that the failure of any Credit Party to perform any
covenant, condition or agreement made in any Credit Document (other than this
Agreement (except the agreements under Section 5.01(f)) shall not constitute an
Event of Default unless such failure shall be (i) wilful or (ii) material to the
rights or interests of the Lenders under the Credit Documents;




     (f) Goodyear or any Consolidated Subsidiary of Goodyear shall fail to
make any payment of principal in respect of any Material Indebtedness at the
scheduled due date thereof and such failure shall continue beyond any applicable
grace period, or any event or condition occurs that results in any Material
Indebtedness (other than any Qualified Receivables Transaction existing on March 31,
2003) becoming due or being required to be prepaid, repurchased, redeemed, defeased
or terminated prior to its scheduled maturity (other than, in the case of any
Qualified Receivables Transaction, any event or condition not caused by an act or
omission of Goodyear or any Subsidiary, if Goodyear shall furnish to the
Administrative Agent a certificate to the effect that after the termination of such
Qualified Receivables Transaction Goodyear and the Subsidiaries that are a party
thereto have sufficient liquidity to operate their businesses in the ordinary
course); provided that this clause (f) shall not apply to (i) secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property or
assets securing such Indebtedness in accordance with the terms and conditions of
this Agreement or (ii) Material Indebtedness of any Foreign Subsidiary if Goodyear
is unable, due to applicable law restricting Investments in such Foreign Subsidiary,
to make an Investment in such Foreign Subsidiary to fund the payment of such
Material Indebtedness;



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     (g) any event or condition occurs that continues beyond any
applicable grace period and enables or permits the holder or holders of any Material
Indebtedness (other than any Qualified Receivables Transaction existing on March 31,
2003) or any trustee or agent on its or their behalf to cause such Material
Indebtedness to become due, or to require the prepayment, repurchase, redemption,
defeasance or termination thereof, prior to its scheduled maturity; provided that
(i) no Event of Default shall occur under this paragraph (g) as a result of any
event or condition relating to the First Lien Agreement or any Qualified Receivables
Transaction, other than any default in the payment of principal or interest
thereunder that does not result from a change in borrowing base eligibility criteria
or reserves made by the administrative agent thereunder as to which there is good
faith disagreement and (ii) this clause (g) shall not apply to (A) secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of the
property or assets securing such Indebtedness in accordance with the terms and
conditions of this Agreement or (B) Material Indebtedness of any Foreign Subsidiary
if Goodyear is unable, due to applicable law restricting Investments in such Foreign
Subsidiary, to make an Investment in such Foreign Subsidiary to fund the payment of
such Material Indebtedness;




     (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization, bankruptcy,
moratorium, suspension of payment or other relief in respect of Goodyear, any
Borrower or any Material Subsidiary or its debts, or of a substantial part of its
assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or
similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee in bankruptcy, custodian, sequestrator, conservator or similar official for
Goodyear, any Borrower or any Material Subsidiary or for a substantial part of its
assets, and, in any such case, such proceeding or petition shall continue
undismissed for 90 days or an order or decree approving or ordering any of the
foregoing shall be entered;




     (i) Goodyear, any Borrower or any Material Subsidiary shall (i)
voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization, bankruptcy, moratorium, suspension of payment or other relief under
any Federal, state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect, (ii) consent to the institution of, or fail to contest
in a timely and appropriate manner, any proceeding or petition described in clause
(h) of this Section, (iii) apply for or consent to the appointment of a receiver,
trustee in bankruptcy, custodian, sequestrator, conservator or similar official for
Goodyear, any Borrower or any Material Subsidiary or for a substantial part of its
assets, (iv) make a general assignment for the benefit of creditors or (v) take any
action for the purpose of effecting any of the foregoing;



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     (j) Goodyear, any Borrower or any Material Subsidiary shall admit in
writing its inability or fail generally to pay its debts as they become due;




     (k) an ERISA Event shall have occurred that, when taken together
with all other ERISA Events that have occurred, would be materially likely to
result in a Material Adverse Change;




     (l) Liens created under the Security Documents shall not be valid
and perfected Liens on a material portion of the Collateral;




     (m) any Guarantee of the Obligations under the Guarantee and
Collateral Agreement shall fail to be a valid, binding and enforceable Guarantee of
one or more Subsidiary Guarantors where such failure would constitute or be
materially likely to result in a Material Adverse Change; or




     (n) a Change in Control shall occur;




then, and in every such event (other than an event with respect to any Borrower described in clause
(h) or (i) of this Section), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Majority Lenders shall, by notice to the
European J.V., take any or all of the following actions, at the same or different times: (i)
terminate the Commitments, and thereupon the Commitments and each LC Commitment shall terminate
immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in
which case any principal not so declared to be due and payable may thereafter be declared to be due
and payable), and thereupon the principal of the Loans so declared to be due and payable, together
with accrued interest thereon and all fees and other obligations of the European J.V. and the other
Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by Goodyear and each Borrower
and (iii) demand cash collateral with respect to any Letter of Credit pursuant to Section 2.04(j)
(it being agreed that such demand will be deemed to have been made with respect to all Letters of
Credit if any Loans are declared to be due and payable as provided in the preceding clause (ii));
and in case of any event with respect to any Borrower described in clause (h) or (i) of this
Section, the Commitments shall automatically terminate, the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other obligations of the
Borrowers accrued hereunder, shall automatically become due and payable, and the Borrowers’
obligation to provide cash collateral for Letters of Credit shall become effective, in each case
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by
Goodyear and each Borrower.



          SECTION 7.02. CAM Exchange. On the CAM Exchange Date, (i) the Commitments shall
automatically and without further act be terminated as provided in Section 7.01, (ii) each ABT
Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to
the Administrative Agent in accordance with Section 2.05(c)) participations in the Swingline
Loans in an amount equal to such Lender’s ABT Percentage of each such Swingline Loan outstanding
on such date,



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



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



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




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



          (c) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn,
the Administrative Agent shall withdraw from the Reserve Account



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of each Lender the amount remaining on deposit therein in respect of such Letter of Credit
and distribute such amount to such Lender.




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



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



          SECTION 7.04. Collections. 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.



ARTICLE VIII



The Agents




          Each of the Lenders and Issuing Banks hereby irrevocably appoints the Agents as its agents
and authorizes the Agents to take such actions on its behalf and to exercise such powers as are
delegated to the Agents by the terms hereof and of the other Credit Documents, together with such
actions and powers as are reasonably incidental thereto.



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          The bank or banks serving as the Agents hereunder shall have the same rights and powers in
their capacity as Lenders or Issuing Banks as any other Lender or Issuing Bank and may exercise the
same as though they were not Agents, and such bank or banks and their Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with Goodyear or any
Subsidiary or other Affiliate thereof as if they were not Agents hereunder.



          The Agents shall not have any duties or obligations except those expressly set forth herein.
Without limiting the generality of the foregoing (a) the Agents shall not (save as expressly set
out in any Credit Document) be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Agents shall not have any duty to take
any discretionary action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby that the Agents are required to exercise in writing by the
Majority Lenders, and (c) except as expressly set forth herein, the Agents shall not have any duty
to disclose, and shall not be liable for the failure to disclose, any information communicated to
the Agents by or relating to Goodyear or any Subsidiary. The Agents shall not be liable for any
action taken or not taken by them with the consent or at the request of the Majority Lenders or the
Lenders, as the case may be, or in the absence of their own gross negligence or wilful misconduct.
In addition, the Agents shall be deemed not to have knowledge of any Default unless and until
written notice thereof is given to the Agents by Goodyear, the European J.V. or a Lender or Issuing
Bank, and the Agents shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with any Credit Document, (ii)
the contents of any certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument
or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein
or therein, other than to confirm receipt of items expressly required to be delivered to the
Agents.



          The Agents shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing
believed by them to be genuine and to have been signed or sent by the proper Person. The Agents
also may rely upon any statement made to them orally or by telephone and believed by them to be
made by the proper Person, and shall not incur any liability for relying thereon. The Agents may
consult with legal counsel (who may be counsel for Goodyear or the European J.V.), independent
accountants and other experts selected by them with reasonable care, and shall not be liable for
any action taken or not taken by them in accordance with the advice of any such counsel,
accountants or experts.



          The Agents may perform any and all their duties and exercise their rights and powers by or
through any one or more sub-agents appointed by the Agents. The Agents and any such sub-agent may
perform any and all their duties and exercise their rights and powers through their respective
Affiliates. The exculpatory provisions of the



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preceding paragraphs shall apply to any such sub-agent and to the Affiliates of the Agents and any
such sub-agent.




          Subject to the appointment and acceptance of a successor Agent as provided below, either
Agent may resign at any time by notifying the Lenders and the European J.V. Upon any such
resignation, the Majority Lenders shall have the right to appoint a successor with the European
J.V.’s written consent (which shall not be unreasonably withheld or delayed and shall not be
required from the European J.V. if an Event of Default has occurred and is continuing). If no
successor shall have been so appointed by the Majority Lenders and shall have accepted such
appointment within 30 days after the retiring Agent gives notice of its resignation, then the
retiring Agent may, on behalf of the Lenders, with the European J.V.’s written consent (which
shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has
occurred and is continuing), appoint a successor Agent which shall be a bank or an Affiliate
thereof, in each case with a net worth of at least $1,000,000,000 and an office in New York, New
York. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and obligations
hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.03
shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was acting as Agent.



          Each Lender and Issuing Bank acknowledges that it has, independently and without reliance
upon the Agents or any other Lender or Issuing Bank and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without
reliance upon the Agents or any other Lender or Issuing Bank and based on such documents and
information as it shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any related agreement or any
document furnished hereunder or thereunder.



          Notwithstanding any other provision contained herein, each Lender and each Issuing Bank (a)
acknowledges that the Administrative Agent is not acting as an agent of Goodyear or any Borrower
and that neither Goodyear nor any Borrower will be responsible for acts or failures to act on the
part of the Administrative Agent and (b) exempts each Agent from the restrictions set forth in
Section 181 of the German Civil Code (Burgerliches Gesetzbuch).



          Without prejudice to the provisions of this Article VIII, each Lender and Issuing Bank
hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as
Collateral Agent) to act as the Person holding the power of attorney (in such capacity, the “fondé de pouvoir”) of the Lenders and Issuing Banks as contemplated under Article 2692 of the
Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their
benefit, any hypothec, and to exercise such powers and duties which are conferred upon the fondé
de pouvoir under any hypothec. Moreover, without prejudice to such appointment and authorization
to act as the Person



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          holding the power of attorney as aforesaid, each Lender and Issuing Bank hereby irrevocably
appoints and authorizes the Collateral Agent (and any successor acting as Collateral Agent) (in
such capacity, the “Custodian”) to act as agent and custodian for and on behalf of the Lenders and
the Issuing Banks to hold and to be the sole registered holder of any debenture which may be issued
under any hypothec, the whole notwithstanding Section 32 of the Act respecting the special powers
of legal persons (Quebec) or any other applicable law. In this respect, (i) the Custodian shall
keep a record indicating the names and addresses of, and the pro rata portion of the obligations
and indebtedness secured by any pledge of any such debenture and owing to each Lender and Issuing
Bank, and (ii) each Lender and Issuing Bank will be entitled to the benefits of any charged
property covered by any hypothec and will participate in the proceeds of realization of any such
charged property, the whole in accordance with the terms hereof.



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



ARTICLE IX



Miscellaneous




          SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly
permitted to be given by telephone (and subject to paragraph (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by telecopy or e-mail,
as follows:




     (i) if to Goodyear, to it at 1144 East Market Street, Akron,
Ohio, 44316-0001, Attention of the Treasurer (Telecopy No. (330) 796-6502);




     (ii) if to the European J.V., to it, or if to any other Borrower to it in
care of the European J.V., in each case at Goodyear Dunlop Tires Europe B.V., Park Lane
Cullinganlaan 2A, 1831 Diegem, Belgium, Attention of Vice President



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Finance EMEA (Telecopy No. 0032-2-761 1879), in each case with a copy to Goodyear as
described in clause (i) above and with a copy to Goodyear Dunlop Tires Operations S.A.,
avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg, Attention: Director, Treasury EMEA
(Telecopy No. 00352 8199 2710);




     (iii) if to the Administrative Agent, to J.P. Morgan Europe Limited, 125
London Wall, London EC2Y 5AJ, Attention of SUCHI P.L. (Telecopy No. 00-44-20-7777-2360),
with a copy to JPMorgan Chase Bank, N.A., 383 Madison Avenue, 24th floor, New York, NY
10179, Attention of Robert Kellas (Telecopy No. (212) 270-5100);




     (iv) if to JPMCB, as Issuing Bank, to it at JPMorgan Chase Bank, N.A.,
London, Chaseside-Dorset Building, Floor 1, Bournemouth BH77DA, United Kingdom, Attention
of Global Trade Solutions (365/B) (Telecopy No. 44-120-2343730), with a copy to J.P. Morgan
Europe Limited, 125 London Wall, London EC2Y 5AJ, Attention of SUCHI P.L. (Telecopy No.
00-44-20-7777-2360);




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




     (vi) if to BNP, as Issuing Bank, to it at 525 Washington Boulevard, Jersey
City, NJ 07310, Attention of Maria Albuquerque (Telecopy No. (201) 850-4021); and




     (vii) if to a Lender, to it at its address (or telecopy number or
e-mail address) set forth in Schedule 2.01 or its Administrative Questionnaire.



          (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent, Goodyear, the European
J.V. or any Borrower may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications.



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



          SECTION 9.02. Waivers; Amendments. (a) No failure or delay by any of the Agents, any Issuing
Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right




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or power, or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other right or power. The
rights and remedies of the Agents, the Issuing Banks and the Lenders hereunder are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No waiver of any
provision of this Agreement or consent to any departure by Goodyear, the European J.V. or any
Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph
(b) below, and then such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan
or the issuing of a Letter of Credit shall not be construed as a waiver of any Default, regardless
of whether any Agent, any Issuing Bank or any Lender may have had notice or knowledge of such
Default at the time.




          (b) Neither this Agreement nor any other Credit Document nor any provision hereof or thereof
may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement
or agreements in writing entered into by Goodyear, the Borrowers and the Majority Lenders or, in
the case of any other Credit Document, pursuant to an agreement or agreements in writing entered
into by the Administrative Agent or the Collateral Agent and the Credit Party or Credit Parties
that are parties thereto, in each case with the consent of the Majority Lenders (except, in the
case of any Security Document, as provided in the next sentence or in the last paragraph of Section
9.14); provided that no such agreement shall (i) increase the Commitment of any Lender or
extend the expiration date of the Commitment of any Lender without the written consent of such
Lender, (ii) reduce or forgive all or part of the principal amount of any Loan or LC Disbursement
or reduce the rate of interest thereon, or reduce any fee payable hereunder, without the prior
written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of
the principal amount of any Loan, or the required date of reimbursement of any LC Disbursement, or
date for the payment of any interest on any Loan or any fee, or reduce the amount of, waive or
excuse any such payment, without the prior written consent of each Lender adversely affected
thereby, (iv) release all or substantially all the Credit Parties from their Guarantees under the
Guarantee and Collateral Agreement, or release all or substantially all the Collateral from the
Liens of the Security Documents, without the written consent of each Lender, (v) release any Credit
Party from its Guarantee under the Guarantee and Collateral Agreement, or release any material
Collateral from the Liens of the Security Documents, without the written consent of Lenders having
aggregate Revolving Credit Exposures and unused Commitments representing at least a 66-2/3% of the
sum of the total Revolving Credit Exposures and unused Commitments at such time, (vi) change any
provision of the Guarantee and Collateral Agreement or any other Security Document to alter the
amount or allocation of any payment to be made to the Secured Parties without the consent of each
adversely affected Lender, (vii) change Section 2.15 in a manner that would alter the pro rata
sharing of any payment without the written consent of each Lender adversely affected thereby,
(viii) change any of the provisions of this Section or the definition of “Majority Lenders” or any
other provision hereof specifying the number or percentage of Lenders required to waive, amend or
modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of each Lender, (ix)
change any provision of any Credit Document in a manner that by its terms



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adversely affects the rights in respect of payments due to Lenders holding Loans of any Class
differently from those holding Loans of the other Class, without the written consent of Lenders
holding a majority in interest of the outstanding Loans and unused Commitments of the affected
Class, or (x) change any provision of Section 2.21 or of the definition of “Bankruptcy Event”,
“Defaulting Lender”, “DL Party” or “Lender parent” without the written consent of the
Administrative Agent, the Swingline Lender and each Issuing Bank; provided further,
however, that no such agreement shall amend, modify or otherwise affect the rights or
duties of any Agent or Issuing Bank or the Swingline Lender under any Credit Document, or any
provision of any Credit Document providing for payments by or to the Administrative Agent, any
Issuing Bank or the Swingline Lender (or, in the case of any Issuing Bank, any provision of Section
2.04 affecting such Issuing Bank or any provision relating to the purchase of participations in
Letters of Credit, or, in the case of the Swingline Lender, any provision of Section 2.05 affecting
the Swingline Lender or any provision relating to the purchase of participations in Swingline
Loans), in each case without the prior written consent of such Agent or Issuing Bank or the
Swingline Lender, as the case may be. Notwithstanding the foregoing, so long as the rights or
interests of any Lender shall not be adversely affected in any material respect, the Guarantee and
Collateral Agreement or any other Security Document may be amended without the consent of the
Majority Lenders (A) to cure any ambiguity, omission, defect or inconsistency, or (B) to provide
for the addition of any assets or classes of assets to the Collateral. Any amendment, modification
or waiver or modification of this Agreement that by its terms affects the rights or duties under
this Agreement of the ABT Lenders (but not the German Lenders) or the German Lenders (but not the
ABT Lenders) may be effected by an agreement or agreements in writing entered into by Goodyear, the
Borrowers and the requisite percentage in interest of the affected Class of Lenders that would be
required to consent thereto under this Section if such Class of Lenders were the only Class of
Lenders hereunder at the time.
Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in
writing entered into by Goodyear, the Borrowers, the Administrative Agent (and, if their rights or
obligations are affected thereby or if their consent would be required under the preceding
provisions of this paragraph, the Issuing Banks and the Swingline Lender) and the Lenders that
will remain parties hereto after giving effect to such amendment if (1) by the terms of such
agreement the Commitments of each Lender not consenting to the amendment provided for therein
shall terminate upon the effectiveness of such amendment and (2) in connection with the
effectiveness of such amendment, each Lender not consenting thereto shall receive payment in full
of the principal of and interest accrued on each Loan made by it and all other amounts owing to it
or accrued for its account under this Agreement (it being understood that such non-consenting
Lenders shall cease to be Lenders upon the termination of any such Commitments and the making of
such payment in full).




          (c) Notwithstanding anything in paragraph (b) of this Section to the contrary, this Agreement
and the other Credit Documents may be amended on one occasion to establish one or more new Classes
of Revolving Commitments by converting the currency in which existing Revolving Commitments are
denominated from Euros to
like amounts of US Dollars (based on exchange rates prevailing at or about the date of such
conversion, as determined based on a reference page to be agreed upon), by an



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agreement in writing entered into by each applicable Borrower, the Administrative Agent, the
Collateral Agent and each Lender that shall agree to such conversion of all or part of its
Revolving Commitment and treating such converted Revolving Commitments, as applicable, as one or
more new Classes. Any such agreement shall amend the provisions of this Agreement and the other
Credit Documents to set forth the terms of each Class of Revolving Commitments established thereby
and to effect such other changes (including changes to the provisions of this Section, Section 2.18
and the definition of “Majority Lenders”) as the Borrowers and the Administrative Agent shall deem
necessary or advisable in connection with the establishment of any such Class; provided
that no such agreement shall (i) effect any change described in any of clauses (i), (ii), (iv),
(v), (vi) or (viii) of paragraph (b) of this Section without the consent of each Person required to
consent to such change under such clause (it being agreed, however, that any conversion of the
currency in which Revolving Commitment are denominated or the establishment of any new Class of
Revolving Commitments in connection therewith and the amendments in connection therewith that are
referred to in this paragraph will not, of themselves, be deemed to effect any of the changes
described in clauses (i) through (vii) of such paragraph (b)), (ii) amend Article V, VI or VII to
establish any affirmative or negative covenant, Event of Default or remedy that by its terms
benefits one or more Classes, but not all Classes, of Loans or Borrowings without the prior written
consent of Lenders holding a majority in interest of the Loans and Commitments of each Class not so
benefited or (iii) change any other provision of this Agreement or any other Credit Document that
creates rights in favor of Lenders holding Loans or Commitments of any existing Class, other than
as necessary or advisable in the judgment of the Administrative Agent to cause such provision to
take into account, or to make the benefits of such provision available to, Lenders holding such new
Class of Revolving Commitments. The Loans, Commitments and Borrowings of any Class established
pursuant to this paragraph shall constitute Loans, Commitments and Borrowings under, and shall be
entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and shall,
without limiting the foregoing, benefit equally and ratably from the Guarantees and security
interests created by the Guarantee and Collateral Agreement and the Security Documents supporting
the respective Classes of Loans of the applicable Borrower or Borrowers, as the case may be, and
the European J.V. and the Borrowers shall cause the Grantors to take all such actions as shall be
required to ensure that they do so benefit. At any time the Borrowers wish to establish a new Class
of Revolving Commitments pursuant to this paragraph, the Borrowers shall offer each Lender the
opportunity to convert its applicable Revolving Commitments. If a greater amount is tendered for
conversion than the Borrowers wish to convert, the Revolving Commitments of each tendering Lender
shall be accepted for conversion on a pro rata basis based on the percentage of all the applicable
Revolving Commitments tendered by all Lenders represented by the amount tendered by such Lender.




          SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The European J.V. shall pay (i)
all reasonable out-of-pocket expenses incurred by the Agents, the Arrangers and their Affiliates
(including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel
for the Agents and the Arrangers, and Allen
& Overy and other local and foreign counsel for the Agents and the Arrangers, limited to one
per jurisdiction, in connection with the Security Documents and



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the creation and perfection of the Liens created thereby and other local and foreign law matters)
in connection with the arrangement and syndication of the credit facilities provided for herein,
the preparation, execution, delivery and administration of this Agreement and the other Credit
Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether
or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all
reasonable out-of-pocket expenses incurred by the Agents, any Issuing Bank or any Lender, including
the fees, charges and disbursements of any counsel for the Agents, any Issuing Bank or any Lender,
in connection with the enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made or Letters of Credit
issued hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or similar negotiations in respect of such Loans or Letter of Credit. The European
J.V. shall pay all out-of-pocket expenses incurred by the Collateral Agent in connection with the
creation and perfection of the security interests contemplated by this Agreement, including all
filing, recording and similar fees and, as more specifically set forth above, the reasonable fees
and disbursements of counsel (including local counsel in each relevant jurisdiction).




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



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



          SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto, the Indemnitees and their respective
successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues
any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by any Borrower without such consent shall be null and void) and
(ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in
accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, Indemnitees, their respective successors
and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter
of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the
extent expressly contemplated hereby, the Related Parties of each of the Agents, the Arrangers,
the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.



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




     (A) the European J.V.; provided that no consent of the European J.V.
shall be required for an assignment to a Lender, an Affiliate of a Lender, a Federal
Reserve Bank or, if an Event of Default has occurred and is continuing, any other
assignee; provided further that the consent of the European J.V. shall be required
for an assignment by any Revolving Lender to any Person (other than a Revolving Lender or a
Federal Reserve Bank);




(B) the Administrative Agent; provided that no consent of the
Administrative Agent shall be required for an assignment to an assignee that is a Lender,
an Affiliate of a Lender, a Federal Reserve Bank or an Approved Fund;
provided further that the consent of the Administrative Agent shall be required for



134









 






an assignment by any Revolving Lender to any Person (other than a Revolving Lender or a
Federal Reserve Bank); and




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




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




     (A) except in the case of an assignment to a Lender or an Affiliate of a
Lender, the amount of the Commitment of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than €1,000,000 or,
if smaller, the entire remaining amount of the assigning Lender’s Commitment in the
applicable Class unless each of the European J.V. and the Administrative Agent shall
otherwise consent, provided (i) that no such consent of the European J.V. shall be
required if an Event of Default has occurred and is continuing and (ii) in the event of
concurrent assignments to two or more assignees that are Affiliates of one another, or to
two or more Approved Funds managed by the same investment advisor or by affiliated
investment advisors, all such concurrent assignments shall be aggregated in determining
compliance with this subsection;




     (B) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under this
Agreement; provided that this clause shall not be construed to prohibit the
assignment of a proportionate part of all the assigning Lender’s rights and obligations
in respect of one Class of Commitments or Loans;




     (C) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and
recordation fee of €2,000; provided that in the event of concurrent assignments to
two or more assignees that are Affiliates of one another, or to two or more Approved Funds
managed by the same investment advisor or by affiliated investment advisors, only one such
fee shall be payable; and




     (D) the assignee, if it shall not be a Lender, shall deliver
to the Administrative Agent an Administrative Questionnaire.



          (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of
this Section, from and after the effective date specified in each Assignment and Assumption the
assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement
(including those specified under Section 9.15), and the
assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment
and Assumption, be released from its obligations under this Agreement










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(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this Section
9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with paragraph (c) of this Section. Each assignment
hereunder shall be deemed to be an assignment of the related rights under the Guarantee and
Collateral Agreement and each other applicable Security Document.




          (iv) The Administrative Agent shall maintain at one of its offices a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC
Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive absent manifest error, and the
Borrowers, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available
for inspection by any Borrower, any Issuing Bank and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.




          (v) Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless
the assignee shall already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) of this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and
record the information contained therein in the Register. No assignment shall be effective for
purposes of this Agreement unless it has been recorded in the Register as provided in this
paragraph.




          (vi) By executing and delivering an Assignment and Assumption, the assigning Lender
thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and
the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and
beneficial owner of the interest being assigned thereby free and clear of any adverse claim and
that its Commitment and the outstanding balances of its Loans, in each case without giving effect
to assignments thereof that have not become effective, are as set forth in such Assignment and
Assumption; (ii) except as set forth in clause (i) above, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or any other Credit
Document or any other instrument or document furnished pursuant hereto or thereto, or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the
foregoing, or the financial condition of the Credit Parties or the performance or
observance by the Credit Parties of any of their obligations under this Agreement or under
any other Credit Document or any other instrument or document furnished










136









 







pursuant hereto or thereto; (iii) each of the assignee and the assignor represents and warrants
that it is legally authorized to enter into such Assignment and Assumption; (iv) such assignee
confirms that it has received a copy of this Agreement, together with copies of any amendments or
consents entered into prior to the date of such Assignment and Assumption and copies of the most
recent financial statements delivered pursuant to Section 5.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Assumption; (v) such assignee will independently and without reliance upon the
Agents, such assigning Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under this Agreement; (vi) such assignee appoints and authorizes the Agents to take
such action as agents on its behalf and to exercise such powers under this Agreement and the other
Credit Documents as are delegated to them by the terms hereof and thereof, together with such
powers as are reasonably incidental thereto; (vii) such assignee agrees that it will not book any
Loan or hold any participation in any Letter of Credit, LC Disbursement or Swingline Loan at an
Austrian branch or through an Austrian Affiliate and will comply with Section 9.20 of this
Agreement; and (viii) such assignee agrees that it will perform in accordance with their terms all
the obligations that by the terms of this Agreement are required to be performed by it as a Lender.




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




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




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




          (c) (i) Any Lender may, without the consent of Goodyear, the European J.V., any other
Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender, sell participations
to one or more banks or other entities (each a “Participant”) in all or a portion of such
Lender’s rights and/or obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under
this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other
parties hereto for the performance of
such obligations and (C) the Borrowers, the Administrative Agent, each Issuing Bank, the
Swingline Lender and the other Lenders shall continue to deal solely and directly with










137









 







such Lender in connection with such Lender’s rights and obligations under this
Agreement. Each Lender that sells a participation pursuant to this Section 9.04(c) shall, acting
solely for this purpose as an agent of the Borrower, maintain a register on which it records the
name and address of each participant to which it has sold a participation and the principal
amounts (and stated interest) of each such participant’s interest in the Loans or other rights and
obligations of such Lender under this Agreement (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the
Participant Register to any Person (including the identity of any participant or any information
relating to a participant’s interest in any Loans or other rights and obligations under any Credit
Document) except to the extent that such disclosure is necessary to establish that such Loan or
other right or obligation is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest
error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes under this Agreement, notwithstanding any
notice to the contrary. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver that affects such
Participant and that, under Section 9.02, would require the consent of each affected Lender.
Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the
extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08
as though it were a Lender, provided such Participant agrees to be subject to Section
2.18(d) as though it were a Lender.




          (ii) A Participant shall not be entitled to receive any greater payment under
Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the participation to such
Participant is made with the European J.V.’s prior written consent, which consent shall
specifically refer to this exception.



          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to
any such pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.



          SECTION 9.05. Survival. All covenants, agreements, representations and warranties made
by Goodyear, the European J.V. and each other Borrower herein and in
the certificates or other instruments delivered in connection with or pursuant to this
Agreement shall be considered to have been relied upon by the other parties hereto and



138









 




shall survive the execution and delivery of this Agreement, the making of any Loans and the
issuance of any Letter of Credit, regardless of any investigation made by any such other party or
on its behalf and notwithstanding that any Agent, any Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at the time any credit
is extended hereunder, and shall continue in full force and effect as long as the principal of or
any accrued interest on any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have
not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article IX
shall survive and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the
Letters of Credit or the Commitments or the termination of this Agreement or any provision hereof.




          SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement, the other Credit Documents, the Issuing Bank Agreements and any separate letter
agreements with respect to fees payable to the Administrative Agent or the Arrangers constitute the
entire contract among the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject matter hereof.
Except as provided in Section 4.01, the amendment and restatement of this Agreement contemplated by
the Amendment and Restatement Agreement shall become effective as provided in the Amendment and
Restatement Agreement, and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. The Amendment and Restatement Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract. Each financial institution that shall be party to an Issuing Bank Agreement executed by
the European J.V. and the Administrative Agent shall be a party to and an Issuing Bank under this
Agreement, and shall have all the rights and duties of an Issuing Bank hereunder and under its
Issuing Bank Agreement. Each Lender hereby authorizes the Administrative Agent to enter into
Issuing Bank Agreements.




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



          SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be
continuing and the Loans shall have become due and payable pursuant to Article VII, each Lender,
each Issuing Bank and each Affiliate of any of the foregoing is
hereby authorized at any time and from time to time, to the fullest extent permitted by law,
to set off and apply any and all deposits (general or special, time or demand,



139









 




provisional or final) at any time held and other obligations at any time owing by such Lender,
Issuing Bank or Affiliate to or for the credit or the account of any Borrower against any of and
all the obligations of such Borrower now or hereafter existing under this Agreement held by such
Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall
have made any demand under this Agreement and although such obligations may be unmatured. The
rights of each of the Lenders and the Issuing Banks under this Section are in addition to other
rights and remedies (including other rights of setoff) which such Person may have.




          SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a)
This Agreement shall be construed in accordance with and governed by the law of the State of New
York.



          (b) Goodyear, the European J.V. and each other Borrower hereby irrevocably and
unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United States District Court
of the Southern District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in
this Agreement shall affect any right that any party hereto may otherwise have to bring any action
or proceeding relating to this Agreement in the courts of any jurisdiction.



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



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



          SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH



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PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.




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



          SECTION 9.12. Confidentiality. Each of the Agents, the Issuing Banks and the Lenders
agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and
agents, including accountants, legal counsel and other advisors who have been informed of the
confidential nature of such Information and instructed to keep such Information confidential, (b)
to the extent requested by any regulatory or self-regulatory authority (including the NAIC), (c) to
the extent required by applicable laws or regulations or by any subpoena or similar legal process,
(d) to any other party to this Agreement, (e) to the extent necessary or advisable in connection
with the exercise of any remedies hereunder or any suit, action or proceeding relating to this
Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction
relating to Goodyear or any Borrower and its obligations, (g) with the written consent of Goodyear
or (h) to the extent such Information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to any Agent, any Issuing Bank or any Lender on a
nonconfidential basis from a source other than Goodyear. For the purposes of this Section,
“Information” means all information received from Goodyear or Persons acting on its behalf
relating to Goodyear or its business, other than any such information that is available to any
Agent, any Issuing Bank or any Lender prior to disclosure by Goodyear on a nonconfidential basis
from a source other than Goodyear that is not known by the recipient to be bound by a
confidentiality agreement or other obligation of confidentiality with respect to such information.



          SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively,
the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may
be contracted for, charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in respect
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and



141









 




Charges that would have been payable in respect of such Loan but were not payable as a result of
the operation of this Section shall be cumulated and the interest and Charges payable to such
Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the Alternate Base Rate
to the date of repayment, shall have been received by such Lender.




          SECTION 9.14. Security Documents. (a) Each Secured Party hereby authorizes and directs
the Collateral Agent to execute and deliver each Security Document. Each Lender, by executing and
delivering this Agreement, acknowledges receipt of a copy of the Guarantee and Collateral Agreement
and approves and agrees to be bound by and to act in accordance with the terms and conditions of
the Guarantee and Collateral Agreement and each other Security Document, specifically including,
without limitation, (i) the provisions of Section 5.03 of the Guarantee and Collateral Agreement
(governing the distribution of proceeds realized from the exercise of remedies under the Security
Documents), (ii) the provisions of Article VI of the Guarantee and Collateral Agreement (governing
the manner in which the amounts of the Obligations (as defined in the Guarantee and Collateral
Agreement) are to be determined at any time), (iii) the provisions of Articles VIII and IX of the
Guarantee and Collateral Agreement (relating to the duties and responsibilities of the Collateral
Agent and providing for the indemnification and the reimbursement of expenses of the Collateral
Agent by the Lenders), and (iv) the provisions of Section 11.13 of the Guarantee and Collateral
Agreement (providing for releases of Guarantees of and Collateral securing the Obligations). Each
party hereto further agrees that the parties to the other Security Documents shall perform their
obligations thereunder in accordance with the foregoing provisions of the Guarantee and Collateral
Agreement.



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



          (c) In case of any transfer of all or any part of the rights and obligations of any Secured
Party on the Effective Date or at any other time under the Credit Agreement or the Guarantee and
Collateral Agreement, including of the Applicable Secured Obligations, the guarantees and security
interests under the Security Documents will remain in full force and effect for the benefit of any
successors, assignees/transferees of the respective Secured Party and the other Secured Parties
(including, but not limited to, for the benefit of Article 1134 of the Romanian Civil Code).



          SECTION 9.15. Collateral Agent as Joint and Several Creditor. (a) Each Secured Party
and each Credit Party agrees that the Collateral Agent shall be the joint and



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




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



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



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



143









 




the Borrowers contained in this Section 9.15 shall survive the termination of this
Agreement and the payment of all other amounts owing hereunder.




          SECTION 9.17. Dutch Act on Financial Supervision. (a) On the date of this Agreement
(i) if the European J.V. is a credit institution (kredietinstelling) under the Dutch Act on
Financial Supervision, it is in compliance with the applicable provisions of the Dutch Act on
Financial Supervision; and (ii) each Person which is a Lender under this Agreement, including after
giving effect to the assignments made pursuant to Section 4(iii) of the Amendment and Restatement
Agreement, is either (A) a Professional Market Party under the Dutch Act on Financial Supervision
or (B) exempted from the requirement to be a Professional Market Party because it forms part of a
closed circle (besloten kring) with the European J.V.



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



          (c) For purposes of this Section 9.17:




     (i) “Professional Market Party” means a professional market party
(professionele marktpartij) under the Dutch Act on Financial Supervision (“AFS”).
In accordance with article 1:1 AFS the following categories qualify as a professional
market party:




	 	(a)	 	a Qualified Investor as defined in article 1:1 AFS;
	 
	 	(b)	 	a subsidiary of any of the persons or entities referred to under (a) above
provided that such a subsidiary is subject to consolidated supervision;
	 
	 	(c)	 	legal entities or companies whose balance sheet, before the repayable funds
are made available, amounts to €500,000,000 or more (or equivalent thereof in
another currency);
	 
	 	(d)	 	individuals or companies with a net equity capital, before the repayable funds
are made available, of at least €10,000,000 (or the equivalent thereof in another
currency) and who has been active in






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	 	 	 	the financial markets with an average of twice a month over a period
of at least two consecutive years before the repayable funds are made
available;
	 
	 	(e)	 	legal entities or companies which have been rated by a professional credit
rating agency that in the opinion of the Dutch Central Bank has sufficient
expertise, or which issues securities or attract repayable funds on the basis of
loan agreements that have been rated by a professional credit rating agency that in
the opinion of the Dutch Central Bank has sufficient expertise;
	 
	 	(f)	 	legal entities or companies that are established especially:






	 	(i)	 	to perform transactions to obtain claims that serve as collateral
for securities that have been offered or are to be offered;
	 
	 	(ii)	 	to perform transactions involving investments in sub-participation
interests or derived instruments for transferring credit risks, which
transactions may be settled by transferring the claims to the
aforementioned legal entity or company, whereby the rights accruing to them
from the sub-participating interests or from the derivative instruments
will serve as collateral for securities offered or to be offered;
	 
	 	(iii)	 	to extend credit grants for the exclusive benefit of one or more
professional market parties as referred to under (a) and (b) above;






	 	(g)	 	individuals or companies from which repayable funds are obtained and if;






	 	(i)	 	the nominal value of the first claim (or joint claims ) is at least
€50,000 (or equivalent thereof in another currency) and payable as a
lump sum; or
	 
	 	(ii)	 	the first claim (or joint claims) is only obtainable by an amount of
at least €50,000 (or equivalent thereof in another currency) and payable
as a lump sum.






     (ii) “Qualified Investor” means a qualified investor
(gekwalificeerde belegger) under the AFS. In accordance with article
1:1 AFS the following categories qualify as a qualified investor a “Qualified
Investor” is:




	 	(a)	 	a legal entity or a company that holds a license or is otherwise
regulated to be active in the financial markets;





145









 











	 	(b)	 	a legal entity or company that does not hold a license or is not otherwise
regulated to be active in the financial markets and of whose only purpose is
investing in securities;
	 
	 	(c)	 	a national or regional government body, central bank, international or
supranational financial organizations or other similar international institutions;
	 
	 	(d)	 	a legal entity or a company that, according to its last annual or
consolidated accounts, meets at least two of the following three criteria;






	 	(A)	 	an average number of employees during the financial year of at least
250;
	 
	 	(B)	 	a total balance sheet of more than €43,000,000 (or
equivalent thereof in another currency);
	 
	 	(C)	 	an annual net turnover of more than €50,000,000 (or equivalent
thereof in another currency).






	 	(e)	 	a legal entity or a company with its statutory seat in the
Netherlands, other than a legal entity or a company than referred to under
(d) above, which, at its own request, has been registered with the
Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) (AFM) or another EEA Member State as a
qualified investor.
	 
	 	(f)	 	a natural person residing in the Netherlands who, at his own request,
has been registered with the AFM or another EEA Member State as a qualified investor and who meets at least two of the
following three criteria:
	 
	 	(i)	 	the natural person has carried out transactions of a significant size
on securities markets with an average frequency of, at least, ten per
quarter over the previous four quarters;
	 
	 	(ii)	 	the size of the securities portfolio is at least €500,000 (or
equivalent thereof in another currency);
	 
	 	(iii)	 	the natural person works or has worked for at least one year in the
financial sector in a professional position which requires knowledge of
securities investment.






     (iii) “Dutch Act on Financial Supervision” means the Wet op
financieel toezicht, as amended from time to time.



146









 





          SECTION 9.18. Power of Attorney. Each Lender, the Administrative Agent and each
Issuing Bank hereby (and each Affiliate of a Lender by entering into an Affiliate Authorization
thereby) (i) authorizes the Collateral Agent as its agent and attorney to execute and deliver, on
behalf of and in the name of such Lender, the Administrative Agent or Issuing Bank (or Affiliate),
all and any Credit Documents (including without limitation Security Documents) and related
documentation, (ii) authorizes the Collateral Agent to appoint any further agents or attorneys to
execute and deliver, or otherwise to act, on behalf of and in the name of the Collateral Agent for
any such purpose, (iii) authorizes the Collateral Agent to do any and all acts and to make and
receive all declarations which are deemed necessary or appropriate to the Collateral Agent. The
Lenders and the Issuing Banks hereby (and each Affiliate of a Lender by entering into an Affiliate
Authorization thereby) relieve the Collateral Agent from the self-dealing restrictions imposed by
Section 181 of the German Civil Code and the Collateral Agent may also relieve agents and
attorneys appointed pursuant to the powers granted under this Section 9.18 from the restrictions
imposed by Section 181 of the German Civil Code. For the purposes of Italian law, each Lender and
each Issuing Bank (and each Affiliate of a Lender by entering into an Affiliate Authorization
thereby) expressly authorizes the Collateral Agent (and any agents and attorneys appointed under
this Section 9.18) to act under a conflict of interest and self-dealing (including, but not
limited to, a situation in which the Collateral Agent acts simultaneously in the name and/or on
behalf (a) of any Secured Party, on the one hand, and (b) of any Credit Party, on the other hand)
solely in relation to this Agreement, the Guarantee and Collateral Agreement and the other
Security Documents. Any attorney appointed by the Collateral Agent pursuant to this Section 9.18
may grant sub-power to a sub-attorney in the same scope.




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




          SECTION 9.20. Austrian Matters.




          (a) Notices with respect to Austria. Each party to this Agreement agrees that it will
(i) only send notices and other written references to this Agreement or any other Credit Document
(the Agreement, the Credit Documents and any notices or other written references to the Agreement
or any other Credit Document, each, a “Stamp Duty Sensitive Document”) to or from
Austria by email which do not contain the signature of any party (whether manuscript or
electronic, including, for the avoidance of doubt, the name of an individual or other entity) and
(ii) not send fax or scanned copies of a signed Stamp Duty Sensitive Document to or from Austria.




147









 








          (b) Agreement to be Kept Outside Austria. No party to this Agreement shall bring or
send to or otherwise produce in Austria (x) an original copy, notarised copy or certified copy of
any Stamp Duty Sensitive Document, or (y) a copy of any Stamp Duty Sensitive Document signed or
endorsed by one or more parties other than in the event that:





     (i) this does not cause a liability of a party to this Agreement to pay
stamp duty in Austria;




     (ii) a party to this Agreement wishes to enforce any of its rights under or
in connection with such Stamp Duty Sensitive Document in Austria and is only able to do so
by bringing, sending to or otherwise producing in Austria (x) an original copy, notarised
copy or certified copy of the relevant Stamp Duty Sensitive Document or (y) a copy of any
Stamp Duty Sensitive Document signed or endorsed by one or more parties and it would not be
sufficient for that party to bring, send to or otherwise produce in Austria a simple copy
(i.e. a copy which is not an original copy, notarised copy or certified copy) of the
relevant Stamp Duty Sensitive Document for the purposes of such enforcement. In connection
with the foregoing, each party to this Agreement agrees that in any form of proceedings in
Austria simple copies may be submitted by either party to this Agreement and undertakes to
refrain from (I) objecting to the introduction into evidence of a simple copy of any Stamp
Duty Sensitive Document or raising a defence to any action or to the exercise of any remedy
for the reason of an original or certified copy of any Stamp Duty Sensitive Document not
having been introduced into evidence, unless such simple copy actually introduced into
evidence does not accurately reflect the content of the original document and (II)
contesting the authenticity (Echtheit) of a simple copy of any such Stamp Duty Sensitive
Document before an Austrian court or authority, unless such simple copy does not accurately
reflect the content of the original document; or




     (iii) a party to this Agreement is required by law, governmental body,
court, authority or agency pursuant to any law or legal requirement (whether for the
purposes of initiating, prosecuting, enforcing or executing any claim or remedy or
enforcing any judgment or otherwise), to bring an original, notarised copy or certified
copy of any Stamp Duty Sensitive Document into Austria.



          (c) Austrian Stamp Duty. Notwithstanding any other provisions in any of the Credit
Documents, if any liability to pay Austrian stamp duties is triggered:





     (i) as a result of a party to this Agreement (1) breaching its obligations
under paragraph (a), (b) or (d) of this Section, or (2) booking its Loans or making or
accepting performance of any rights or obligations under this Agreement or any of the other
Credit Documents through an entity organized under the laws of the Republic of Austria or a
branch or an Affiliate, located or organized in the Republic of Austria, of an entity
organized under the laws of a jurisdiction other than the Republic of Austria, that party
shall pay such stamp duties; and



148









 






     (ii) in circumstances other than those described in clause (i) of this
paragraph (c), the Borrower shall be liable for the payment of all such stamp duties.



          (d) Place of Performance Outside Austria. Each of the parties hereto agrees that the
exclusive place of performance (Erfüllungsort) for all rights and obligations under this Agreement
and the other Credit Documents shall be outside the Republic of Austria, and the payment of amounts
under this Agreement must be made to a bank account outside the Republic of Austria. The
Administrative Agent, the Collateral Agent and each Lender agrees to designate and maintain one or
more accounts at one or more lending offices located outside the Republic of Austria to which all
amounts payable to such party under this Agreement and the other Credit Documents shall be made.




          SECTION 9.21. German thin capitalisation certificates.




          (a) For the purposes of providing evidence to the German tax authorities in relation to the
absence of any back-to-back financing in connection with a Loan, the Administrative Agent acting
on behalf of the Lenders and on the basis of information provided by the Lenders agrees to provide
each German Borrower with a letter of confirmation (a “Certificate”) substantially in the
form of Exhibit I (Form of Tax Certificate) for fiscal years of the German Borrower to which sec.
8a Corporate Income Tax Act in the version of art. 3 of the act dated 22 December 2003 (BGBl. I
2003, 2840) applied.




          (b) A Certificate shall be provided to each German Borrower as soon as reasonably practical
after the first Borrowing date. Thereafter and until full repayment of the Loans, a German Borrower
shall request a new Certificate to be issued to that German Borrower whenever the details provided
under paragraph (c) below change.




          (c) For the purpose of enabling the Administrative Agent acting on behalf of the Lenders to
provide a Certificate, each Borrower shall, promptly upon request by the Administrative Agent and
in any event within ten (10) days of such request, deliver to the Administrative Agent the details
necessary to provide the Certificates, including a draft of the Certificate including its annexes
(if any).




          (d) When providing the information under paragraph (c) above, each Borrower confirms that,
to its best knowledge and after due enquiry, it is not aware of any circumstances as a result
of which the Certificate to be given in relation to that information is not correct.




          (e) (i) Each Borrower acknowledges that the Administrative Agent acting on behalf of the
Lenders gives the Certificate according to paragraph (a) above exclusively at the request of the
respective German Borrower and solely for providing proof to the German tax authorities of the
absence of any back-to-back-financing with respect to this Agreement.



149









 







          (ii) No Lender, Issuing Bank, Agent or Arranger is responsible for the Borrowers’ tax
position or for achieving any certain tax treatment of the Borrowers.




          (iii) Each Borrower confirms that a Certificate is not given for any German Borrower or
any of its Affiliates to rely on, but only for delivery to the competent tax authorities and
that, therefore, no Borrower nor any of its Affiliates will raise any claims against any
Lender, Issuing Bank, Agent or Arranger based on, or in connection with, a Certificate.




          (iv) Each Borrower agrees to indemnify and hold each Lender, Issuing Bank, Agent and/or
Arranger harmless from any reasonable costs and expenses (including legal fees) resulting from
or incurred in connection with the issuance of any Certificate and from potential or actual
claims that might be made against such Lender, Issuing Bank, Agent and/or Arranger with respect
to a Certificate.




          (f) No Lender, Issuing Bank, Agent or Arranger is providing any legal and/or tax advice to any
other Party with respect to this Agreement. It is the responsibility of each Borrower to consult
its own legal and tax advisers.




          (g) Each Borrower, also in its role as provider of further security, releases each Lender,
Issuing Bank, Agent and Arranger from its duty of confidentiality and/or obligation of bank secrecy
(Bankgeheimnis) with regard to the issuance of the Certificates to a German Borrower and their
submission to the German tax authorities.




          SECTION 9.22. No Fiduciary Relationship. Each of Goodyear and the Borrowers, on behalf
of itself and its subsidiaries, agrees that in connection with all aspects of the transactions
contemplated hereby and any communications in connection therewith, Goodyear, the Borrowers, the
other Subsidiaries and their Affiliates, on the one hand, and the Administrative Agent, the Lenders
and their Affiliates, on the other hand, will have a business relationship that does not create, by
implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders
or their Affiliates, and no such duty will be deemed to have arisen in connection with any such
transactions or communications.




          SECTION 9.23. Non-Public Information. Each Lender acknowledges that all information,
including requests for waivers and amendments, furnished by Goodyear, the Borrowers or the
Administrative Agent pursuant to or in connection with, or in the course of administering, this
Agreement will be syndicate-level information, which may contain MNPI. Each Lender represents to
Goodyear, the Borrowers and the Administrative Agent that (i) it has developed compliance
procedures regarding the use of MNPI and that it will handle MNPI in accordance with such
procedures and applicable law, including, to the extent such laws are applicable, Federal, state
and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a
credit contact who may receive information that may contain MNPI in accordance with its compliance
procedures and applicable law, including, to the extent such laws are applicable, Federal, state
and foreign securities laws. “MNPI” means material information concerning Goodyear, the
Borrowers and the other Subsidiaries and their securities that has not been





150









 







disseminated in a manner making it available to investors generally, within the meaning of
Regulation FD under the Securities Act and the Exchange Act to the extent applicable.





151









 








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




	 	 	 	 	 
	 	THE GOODYEAR TIRE & RUBBER
COMPANY

 	 
	 	     by  	/s/ Scott A. Honnold 	 
	 	 	Name:  	Scott A. Honnold 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	GOODYEAR DUNLOP TIRES EUROPE
B.V.,

 	 
	 	     by  	/s/ Dominique Golsong 	 
	 	 	Name:  	Dominique Golsong 	 
	 	 	Title:  	Attorney-in-Fact 	 




	 	 	 	 	 
	 	GOODYEAR DUNLOP TIRES
GERMANY GMBH

 	 
	 	     by  	/s/ Rainer Landwehr 	 
	 	 	Name:  	Rainer Landwehr 	 
	 	 	Title:  	Group Managing Director 	 
	 



	 	 	 	 	 
	 	     by  	/s/ Frank Titz
 	 
	 	 	Name:  	Frank Titz 	 
	 	 	Title:  	Managing Director 	 



 









 








	 	 	 	 	 
	 	GOODYEAR DUNLOP TIRES
OPERATIONS S.A.,

 	 
	 	     by  	/s/ Christophe Dieret 	 
	 	 	Christophe Dieret 
Attorney-in-Fact	 
	 



	 	 	 	 	 
	 	J.P. MORGAN EUROPE LIMITED, as

Administrative Agent,

 	 
	 	     by  	/s/ S. Clarke 	 
	 	 	Name:  	S. Clarke 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

individually and as collateral agent, Issuing

Bank and Swingline Lender,

 	 
	 	     by  	/s/ Robert P. Kellas 	 
	 	 	Name:  	Robert P. Kellas 	 
	 	 	Title:  	Executive Director 	 



	 	 	 	 	 
	 	BNP PARIBAS, individually and

as Issuing Bank

 	 
	 	     by  	/s/ Brendan Heneghan 	 
	 	 	Name:  	Brendan Heneghan 	 
	 	 	Title:  	Vice President 	 
	 
	 	     by  	/s/ John Treadwell 	 
	 	 	Name:  	John Treadwell 	 
	 	 	Title:  	Vice President 	 



 









 








SCHEDULE 1.01

To the Amended and Restated Revolving Credit Agreement




SCHEDULE 1.01(a)




APPLICABLE ASSETS OF THE EUROPEAN JV




	1.	 	All Capital Stock in:






	 	(i)	 	Goodyear Dunlop Tires Germany GmbH;
	 
	 	(ii)	 	Goodyear Dunlop Tyres UK Limited;
	 
	 	(iii)	 	Dunlop Tyres Ltd;
	 
	 	(iv)	 	Goodyear Dunlop Tires France S.A.;
	 
	 	(v)	 	Goodyear Dunlop Tires Operations S.A.;
	 
	 	(vi)	 	Goodyear Italiana S.p.A.;
	 
	 	(vii)	 	Goodyear Dunlop Tires Italia S.p.A.;
	 
	 	(viii)	 	Goodyear Dunlop Tires España S.A.;
	 
	 	(ix)	 	Goodyear Dunlop Tires Portugal, Unipessoal, Ltd;
	 
	 	(x)	 	Goodyear Dunlop Tires Austria GmbH;
	 
	 	(xi)	 	Goodyear Dunlop Tires Suisse S.A.;
	 
	 	(xii)	 	Goodyear Dunlop Tires Sverige AB;
	 
	 	(xiii)	 	Goodyear Dunlop Tires Amiens Sud, S.A.S.;
	 
	 	(xiv)	 	Goodyear Dunlop Tires Danmark A/S;
	 
	 	(xv)	 	Goodyear Dunlop Belgium NV/SA;
	 
	 	(xvi)	 	Goodyear Dunlop Tires Hellas SAIC;
	 
	 	(xvii)	 	Goodyear Dunlop Tires Polska Sp. z o.o.;
	 
	 	(xviii)	 	Sava Tires, družba za proizvodnjo pnevmatik, d.o.o.;
	 
	 	(xix)	 	Goodyear Dunlop Tires Czech s.r.o.;
	 
	 	(xx)	 	Goodyear Dunlop Tires Magyarország Kft.;
	 
	 	(xxi)	 	Goodyear Dunlop Tires Romania Srl;;
	 
	 	(xxii)	 	Goodyear Dunlop Tires Slovakia, S.V.O.; and
	 
	 	(xxiii)	 	all other Subsidiaries with Total Assets greater than
$10,000,000; and






	2.	 	All bank accounts.




The following assets, to the extent the perfection of a Lien thereon is governed by the laws of The
Netherlands:











 









 









	3.	 	All real estate and equipment (to the extent fixtures);
	 
	4.	 	All benefits under all insurances covering assets (unless the
commercial effect of a Lien is satisfactorily achieved by operation of law as a result of a Lien granted
in such asset pursuant to another Security Agreement);
	 
	5.	 	All equipment;
	 
	6.	 	All inventory;
	 
	7.	 	All material contract rights;
	 
	8.	 	All intercompany receivables; and
	 
	9.	 	All trade receivables.




2









 











SCHEDULE 1.01(b)




APPLICABLE ASSETS OF THE GERMAN GRANTORS




	1.	 	All Capital Stock in:






	 	(i)	 	GD Handelssysteme GmbH;
	 
	 	(ii)	 	4 Fleet Group GmbH; and
	 
	 	(iii)	 	all other Subsidiaries with Total Assets greater than $10,000,000; and






	2.	 	All bank accounts of:






	 	(i)	 	each German Grantor except for GDTG (the German Securitization Grantor) provided that if and to
the extent permitted under the relevant provisions of this Agreement any German Guarantor becomes
a party to a Securitization Transaction, all necessary releases of any Lien in its bank accounts
pursuant to any Security Agreement will be immediately and
unconditionally
granted
to
facilitate
such Securitization
Transaction and
such German Grantor will be considered a German Securitization Grantor;
and






	 	(ii)	 	each German Securitization Grantor which is not, and in the immediately
preceding six month period has not been, a party to a Securitization
Transaction, provided that all necessary releases thereof will be
immediately and unconditionally granted to facilitate any subsequent
Securitization Transaction.




The following assets, to extent the perfection of a Lien thereon is governed by the laws of
Germany:





	3.	 	All real estate and equipment (to the extent fixtures);
	 
	4.	 	All benefits under all insurances covering assets (unless the commercial effect of a Lien is
satisfactorily achieved by operation of law as a result of a Lien granted in such asset
pursuant to another Security Agreement);
	 
	5.	 	All equipment;
	 
	6.	 	All inventory except for inventory of GD Handelssysteme GmbH and 4 Fleet Group GmbH to the
extent that such inventory remains immaterial and where the costs and burdens to the German
Guarantors of a security transfer in respect thereof outweigh the incremental benefits thereof
to the lenders;
	 
	7.	 	All material contract rights;
	 
	8.	 	All intercompany receivables other than claims by a German Grantor on a Person identified to
the Collateral Agent as a Person used in a Securitization Transaction (or any successor
thereto used in such Securitization Transaction or in a replacement or refinancing thereof) in
respect of loans or deposits made by such German Grantor in order to fund security deposits or
reserves relating to receivables of such German Grantor pursuant to a Securitization
Transaction.





3









 





	 	 	Dunlop Tyres Limited is hereby identified to the Collateral Agent as a Person used in a
Securitization Transaction.






	9.	 	All trade receivables of:






	 	(i)	 	each German Grantor other than the German Securitization Grantors provided
that if and to the extent permitted under the relevant provisions of this Agreement
any German Guarantor becomes a party to a Securitization Transaction, all necessary
releases of any Lien in its trade receivables pursuant to any Security Agreement will
be immediately and unconditionally granted to facilitate such Securitization
Transaction and such German Grantor will be considered a German Securitization
Grantor; and
	 
	 	(ii)	 	each German Securitization Grantor which is not, and in the immediately
preceding six month period has not been, a party to a Securitization Transaction,
provided that all necessary releases thereof will be immediately and unconditionally
granted to facilitate any subsequent Securitization Transaction.




For the avoidance of doubt, in determining whether a transaction involving bank accounts and
accounts receivable of any German Grantor constitutes a Qualified Receivables Transaction the
further proviso of the definition of “Qualified Receivables Transaction” shall be disregarded.







4









 








SCHEDULE 1.01(c)




APPLICABLE ASSETS OF LUXEMBOURG GRANTORS




	1.	 	All Capital Stock in:






	 	(i)	 	Goodyear Dunlop Tires Polska Sp. z o.o.; (ii)
Goodyear Italiana S.p.A.; and
	 
	 	(iii)	 	all other Subsidiaries with Total Assets greater than $10,000,000; and






	2.	 	All bank accounts.




The following assets to the extent (except as set forth in clause 6 below) the perfection of a Lien
thereon is governed by the laws of Luxembourg:





	3.	 	All rights in real estate and equipment (to the extent fixtures);
	 
	4.	 	All benefits under all insurances covering assets (unless the commercial effect of a Lien is
satisfactorily achieved by operation of law as a result of a Lien granted in such asset
pursuant to another Security Agreement);
	 
	5.	 	All assets falling within the scope of a pledge over business by way of a gage sur fonds de
commerce, including inventory;
	 
	6.	 	All inventory (except for inventory held externally with car manufacturers in Germany) and
equipment located in the United Kingdom, The Netherlands or Germany, to the extent the
perfection of a Lien thereon is governed by the laws of the United Kingdom, The Netherlands,
or Germany, respectively;
	 
	7.	 	All equipment falling within the scope of a pledge over business by way of a gage sur fonds
de commerce;
	 
	8.	 	All material contract rights;
	 
	9.	 	All intercompany receivables; and
	 
	10.	 	All trade receivables.




5









 











SCHEDULE 1.01(d)




APPLICABLE ASSETS OF UK GRANTORS




	1.	 	All Capital Stock in:






	 	(i)	 	Goodyear Dunlop Tires Ireland Limited; and
	 
	 	(ii)	 	all other Subsidiaries with Total Assets greater than $10,000,000; and






	2.	 	Substantially all other assets to the extent (other than with respect to bank accounts) the
perfection of a Lien thereon is governed by the laws of the United Kingdom, excluding:






	 	(i)	 	claims by any Grantor organized under the laws of the United Kingdom (the “UK Grantor”) on a
Person identified to the Collateral Agent as a Person used in a Securitization Transaction (or
any successor thereto used in such Securitization Transaction or in a replacement or
refinancing thereof) in respect of loans or deposits made by such UK Grantor in order to fund
security deposits or reserves relating to receivables of such UK Grantor pursuant to a
Securitization Transaction. Dunlop Tyres Limited is hereby identified to the Collateral Agent
as a Person used in a Securitization Transaction; and
	 
	 	(ii)	 	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 UK Grantor may be included in a Qualified
Receivables Transaction.




For the avoidance of doubt, 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.






6









 








SCHEDULE 1.01(e)




APPLICABLE ASSETS OF THE FRENCH GRANTORS




	1.	 	All Capital Stock in:






	 	(i)	 	Goodyear Dunlop Tires España S.A.; (ii) Goodyear
Dunlop Tires Italia S.p.A.; and
	 
	 	(iii)	 	all other Subsidiaries with Total Assets greater than $10,000,000; and






	2.	 	All bank accounts of






	 	(i)	 	French Grantors except for Goodyear Dunlop Tires France S.A. (the French Securitization
Grantor) provided that if and to the extent permitted under the relevant provisions of this
Agreement any French Guarantor becomes a party to a Securitization Transaction, all necessary
releases of any Lien in its bank accounts pursuant to any Security Agreement will be immediately
and unconditionally granted to facilitate such Securitization Transaction and such French Grantor
will be considered a French Securitization Grantor; and
	 
	 	(ii)	 	each French Securitization Grantor which is not, and in the immediately preceding six
month period has not been, a party to a Securitization Transaction, provided that all necessary
releases thereof will be immediately and unconditionally granted to facilitate any subsequent
Securitization Transaction;




The following assets to the extent the perfection of a Lien thereon is
governed by the laws of France:





	3.	 	All real estate and equipment (to the extent fixtures) (except (a) for plot (parcelle) 233 in
connection with its sale to the communauté d’agglomération Montluçonnaise, (b) all equipment,
machinery and inventory (équipements) and possible extension located in Montluçon (03)
contained in the buildings which were used for the Dunlop Air Spring Activity, (c) its plots
(parcelles) KT 78 and KT 84, located 80, avenue Roger Dumoulin, Amiens and KT 85 and 101
located at Le Champ Pleinet, Amiens, and (d) all real estate and equipment relating to the
retreading (rechapage) activity located in Riom (63);
	 
	4.	 	All benefits under all insurances covering assets (unless the commercial effect of a Lien is
satisfactorily achieved by operation of law as a result of a Lien granted in such asset
pursuant to another Security Agreement);
	 
	5.	 	All assets falling within the scope of a pledge over business by way of a nantissement de
fonds de commerce;
	 
	6.	 	All material contract rights;
	 
	7.	 	All receivables owing under intercompany loans and intercompany receivables owing by
borrowers of intercompany loans (except for (a) claims by a French Grantor on a Person
identified to the Collateral Agent as a Person used in a




7









 






	 	 	Securitization Transaction (or any successor thereto used in such Securitization
Transaction or in a replacement or refinancing thereof) in respect of loans or deposits
made by such French Grantor in order to fund security deposits or reserves relating to
receivables of such French Grantor pursuant to a Securitization Transaction; Dunlop Tyres
Limited is hereby identified to the Collateral Agent as a Person used in a Securitization
Transaction and (b) claims of a French Grantor on Vulco Developpement); and






	8.	 	All trade receivables of:






	 	(i)	 	each French Grantor other than the French Securitization Grantors provided
that if and to the extent permitted under the relevant provisions of this Agreement
any French Guarantor becomes a party to a Securitization Transaction, all necessary
releases of any Lien in its trade receivables pursuant to any Security Agreement will
be immediately and unconditionally granted to facilitate such Securitization
Transaction and such French Grantor will be considered a French Securitization
Grantor; and
	 
	 	(ii)	 	each French Securitization Grantor which is not, and in the immediately
preceding six month period has not been, a party to a Securitization Transaction,
provided that all necessary releases thereof will be immediately and unconditionally
granted to facilitate any subsequent Securitization Transaction.




For the avoidance of doubt, in determining whether a transaction involving bank accounts and
accounts receivable of any French Grantor constitutes a Qualified Receivables Transaction the
further proviso of the definition of “Qualified Receivables Transaction” shall be disregarded.







8









 








Schedule 1.01A to

Amended and Restated

Revolving Credit Agreement




US Consent Subsidiaries





	•	 	Goodyear Dunlop Tires North America, Ltd.
	 
	•	 	Goodyear-SRI Global Purchasing Company
	 
	•	 	Goodyear-SRI Global Technology LLC
	 
	•	 	Goodyear Australia Pty Limited
	 
	•	 	Goodyear Lastikleri Turk Anonim Sirketi
	 
	•	 	Goodyear Dalian Tire Company Ltd.
	 
	•	 	Goodyear South Asia Tyres Private Ltd
	 
	•	 	Goodyear India Limited
	 
	•	 	Maxximarketing LLC
	 
	•	 	Nippon Giant Tire Kabushiki Kaisha
	 
	•	 	Goodyear Maroc S.A.




 









 











Schedule 1.01B to

Amended and Restated

Revolving Credit Agreement




Senior Subordinated-Lien Indebtedness





	•	 	All Senior Subordinated-Lien Indebtedness and the related Liens shall
satisfy the requirements set forth in the definition of Senior Subordinated-Lien
Indebtedness.
	 
	•	 	The documentation establishing or evidencing any Senior
Subordinated-Lien Indebtedness (“SSLI Documentation”) shall contain no
maintenance financial covenants that are not contained in this Agreement, and the
financial levels or ratios requited to be maintained by any such covenants shall
be no more restrictive than those required to be maintained by corresponding
covenants of this Agreement (it being understood that additional maintenance
financial covenants may be included in any SSLI Documentation and, if they are,
they shall automatically be included in this Agreement).
	 
	•	 	The SSLI Documentation shall permit (specifically, and not through
a basket that could be exhausted by other financings) the refinancing of all
Indebtedness under this Agreement, the First Lien Agreement and the Second Lien
Agreement (or any refinancing Indebtedness in respect thereto) with new
Indebtedness having a maturity no sooner than, a weighted average life no
shorter than, and an aggregate principal amount or accreted value no greater
than the fully drawn amount (plus fees and expenses, including any premium and
defeasance costs of refinancing) of the refinanced indebtedness or commitments
thereunder and secured on the same basis as the Indebtedness refinanced.
	 
	•	 	The SSLI Documentation shall not restrict (except for restrictions
that a Financial Officer of the Borrower shall have represented in a certificate
to the Administrative Agent (which shall be deemed to be a Credit Document) will
not materially interfere with the Borrower’s ability to effect) the securing of
Indebtedness under this Agreement, the First Lien Agreement or the Second Lien
Agreement or any refinancing Indebtedness in respect thereof or the cash
collateralization of any letter of credit exposure thereunder (but may require
that if Indebtedness under this Agreement, the First Lien Agreement or the Second
Lien Agreement or related refinancing Indebtedness is secured by assets not
securing the Indebtedness under this Agreement, the First Lien Agreement or the
Second Lien Agreement on the Effective Date, a junior lien on such assets,
subordinated under the Lien Subordination and Intercreditor Agreement, (or in the
case of any lien granted by any Grantor to secure indebtedness




 









 






	 	 	under this Agreement, a ratable or junior lien on such assets) must be
granted to secure the Senior Subordinated-Lien Indebtedness).
	 
	•	 	The SSLI Documentation shall not restrict (except for restrictions that a
Financial Officer of the Borrower shall have represented in a certificate to the
Administrative Agent (which shall be deemed to be a Credit Document) will not
materially interfere with the Borrower’s ability to effect) the use of proceeds
from any sale, transfer or other disposition of assets owned directly by (a) the
Borrower or any Grantor to repay or prepay Indebtedness under the First Lien
Agreement or the Second Lien Agreement or refinancing Indebtedness in respect
thereof or to cash collateralize any letter of credit exposure thereunder, or (b)
the European JV or any of its subsidiaries to repay or prepay Indebtedness under
this Agreement or refinancing Indebtedness in respect thereof or to cash
collateralize any letter of credit exposure thereunder.






 











 





Schedule 2.01 to

Amended and Restated

Revolving Credit Agreement




	 	 	 	 	 	 	 
	Lender	 	ABT Commitment	 	German Commitment	 	Total Commitment
	JPMorgan Chase Bank, N.A.
	 	€300,000,000.00
	 	€100,000,000.00
	 	€400,000,000.00
	TOTAL
	 	€300,000,000.00
	 	€100,000,000.00
	 	€400,000,000.00






 









 






Schedule 3.10 to

Amended and Restated

Revolving Credit Agreement



Part A — J.V. Subsidiaries: 




	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	Principal European Subsidiaries	 	Organization	 	Ownership1
	Goodyear Dunlop Tires Germany GmbH (GDTG)

	 	Germany
	 	100% by the European J.V.
	GD Handelssysteme GmbH

	 	Germany
	 	100% by Goodyear Dunlop Tires Germany GmbH
	4 Fleet Group GmbH

	 	Germany
	 	100% owned by Goodyear Dunlop Tires Germany GmbH
	Goodyear Dunlop Tires Operations S.A.

	 	Luxembourg
	 	100% owned by the European J.V.
	Goodyear Dunlop Tires France S.A.

	 	France
	 	100% by the European J.V.
	Goodyear Dunlop Tyres UK Ltd

	 	United Kingdom
	 	100% by the European J.V.
	Dunlop Tyres Ltd

	 	United Kingdom
	 	100% by the European J.V.
	Goodyear Dunlop Tires Amiens Sud S.A.

	 	France
	 	100% by the European J.V.






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	Other Direct Subsidiaries of the European J.V.	 	Organization	 	Ownership
	Goodyear Dunlop Tires Hellas SAIC

	 	Greece
	 	100.00%	
	Sava Tires d.o.o.

	 	Slovenia
	 	100.00%	
	Goodyear Dunlop Tires Danmark A/S

	 	Denmark
	 	100.00%	
	Goodyear Dunlop Tires Sverige AB

	 	Sweden
	 	100.00%	
	Goodyear Dunlop Tires Belgium NV

	 	Belgium
	 	100.00%	
	Goodyear Dunlop Tires Czech s.r.o.

	 	Czech Republic
	 	100.00%	
	GOODYEAR DUNLOP TIRES MAGYARORSZÁG
KERESKEDELMI KFT.

	 	Hungary
	 	100.00%	
	Goodyear Dunlop Tires Slovakia

	 	Slovakia
	 	100.00%	
	Goodyear Dunlop Tires Italia SpA

	 	Italy
	 	74.31% owned by the European J.V.
	 
	 

	 	 	 	25.69% owned by Goodyear Dunlop

Tires France S.A.
	 
	Goodyear Italiana SpA

	 	Italy
	 	98.69% owned by the European J.V.
	 








 




			
	1	 	Excluding any director qualifying or similar shares.




 









 










	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	Other Direct Subsidiaries of the European J.V.	 	Organization	 	Ownership
	 

	 	 	 	1.31% owned by Goodyear Dunlop

Tires Operations S.A.
	 
	Goodyear Dunlop Tires Austria GmbH

	 	Austria
	 	100.00%	
	Goodyear Dunlop Tires Espana SA

	 	Spain
	 	97.45% owned by the European J.V.
	 
	 

	 	 	 	2.55% owned by Goodyear Dunlop

Tires France S.A.
	 
	Goodyear Dunlop Tires Portugal, Unipessoal, Lda

	 	Portugal
	 	100.00%	
	Goodyear Dunlop Tires Polska Sp z.o.o.

	 	Poland
	 	99.00% owned by the European J.V.
	 
	 

	 	 	 	1% owned by Goodyear Dunlop

Tires Operations S.A.
	 
	Goodyear Dunlop Tires Romania R.S.L.

	 	Romania
	 	100.00%	
	Goodyear Dunlop Tires Suisse SA

	 	Switzerland
	 	100.00%	
	Goodyear Dunlop Tires Ukraine

	 	Ukraine
	 	100.00%	






	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	Indirect Subsidiaries of the European J.V.	 	Organization	 	Ownership
	SP Brand Holding EEIG

	 	Belgium
	 	33.3% owned by GDTF, 33.3%
owned by GDTG, and 33.3%
owned by Dunlop Tyres Ltd.
	Tyre Services Great Britain Limited

	 	United Kingdom
	 	100% owned by Goodyear
Dunlop Tyres UK Limited
(“GDTUK”)
	Kelly-Springfield Tyre Company Ltd

	 	United Kingdom
	 	100% owned by GDTUK
	Kettering Tyres Ltd

	 	United Kingdom
	 	100% owned by GDTUK
	Dunglaide Limited

	 	United Kingdom
	 	100% owned by GDTUK
	Motorway Tyres and Accessories (UK) Limited

	 	United Kingdom
	 	100% owned by Dunlop Tyres
Ltd.
	Goodyear Dunlop Tyres UK (Pension Trustees)
Limited

	 	United Kingdom
	 	100% owned by Dunlop Tyres Ltd.
	Dunlop Tyres (Executive Pension Trustees) Limited

	 	United Kingdom
	 	100% owned by Dunlop Tyres
Ltd.
	Goodyear Dunlop Tires Ireland Ltd.

	 	Ireland
	 	100% owned by Dunlop Tyres
Ltd.
	Goodyear Dunlop Tires Finland OY

	 	Finland
	 	100% owned by Goodyear
Dunlop Tires Sverige AB
(“GDTSverige”)






 









 






	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	Indirect Subsidiaries of the European J.V.	 	Organization	 	Ownership
	Goodyear Dunlop Tires Norge AS

	 	Norway
	 	100% owned by GDTSverige
	Goodyear Dunlop Tires Baltic A/S

	 	Estonia
	 	100% owned by GDTSverige
	Vulco Developpement

	 	France
	 	99.99% owned by Goodyear
Dunlop Tires France SA
	Europneu

	 	Spain
	 	50% owned by Goodyear

Dunlop Tires France SA
	Dunlop Grund und Service Verwaltungs GmbH

	 	Germany
	 	94.8% owned by GDTG
	 

	 	 	 	5.2% owned by the European
J.V.
	GD Versicherungsservice GmbH

	 	Germany
	 	100% owned by GDTG
	Luxembourg Mounting Center S.A.

	 	Luxembourg
	 	50% owned by Goodyear
Dunlop Tires Operations S.A.
	Sava Trade d.o.o.

	 	Croatia
	 	100% owned by Sava Tires
d.o.o.
	Goodyear Dunlop Tires Ireland (Pension Trustees) Ltd.

	 	Ireland
	 	100% owned by Dunlop Tyres
Ltd.
	Holding Rhodanienne du Pneumatique

	 	France
	 	100% owned by Vulco

Developpement
	SSR — Pneu Savoyard

	 	France
	 	100% owned by Holding

Rhodanienne du Pneumatique
	Societe Savoisienne de Rechapage

	 	France
	 	100% owned by Holding

Rhodanienne du Pneumatique





Part B — J.V. Subsidiaries That Are Principal European Subsidiaries and/or J.V. Loan
Parties 




Goodyear Dunlop Tires Germany GmbH (GDTG)

GD Handelssysteme GmbH

4 Fleet Group GmbH

Goodyear Dunlop Tires Operations S.A.

Goodyear Dunlop Tires France S.A.

Goodyear Dunlop Tyres UK Limited

Dunlop Tyres Ltd

Goodyear Dunlop Tires Amiens Sud S.A.




 









 





SCHEDULE 4.01(B)

To the Amended and Restated Revolving Credit Agreement




REQUIRED OPINIONS



1. Austrian law legal opinion from Wolf Theiss, Vienna



2. Belgian law legal opinion from Allen & Overy LLP, Brussels



3. Canadian law legal opinion from Fasken Martineau DuMoulin LLP



4. Czech law legal opinion from Allen & Overy, Praha Advokatni kancelar, Prague



5. Danish law legal opinion from Plesner Svane Gronborg, Copenhagen



6. English law legal opinion from Allen & Overy LLP, London



7. French law legal opinion from Allen & Overy LLP, Paris



8. French law legal opinion from Allez & Associés (notaries), Paris



9. German law legal opinion from Allen & Overy LLP, Frankfurt



10. Greek law legal opinion from M. & P. Bernitsas, Athens



11. Hungarian law legal opinion from Beringer Allen & Overy lroda, Budapest



12. Irish law legal opinion from McCann Fitzgerald, Dublin



13. Italian legal opinion from Allen & Overy, Rome



14. Luxembourg law legal opinion from Allen & Overy Luxembourg, Luxembourg



15. Dutch law legal opinion from Allen & Overy LLP, Amsterdam



16. Polish law legal opinion from Allen & Overy, A. Pedzich Spólka komandytowa, Warsaw



17. Portuguese law legal opinion from Uria & Menendez, Lisbon



18. Romanian law legal opinion from Nestor Nestor Diculescu Kingston Petersen, Bucharest



19. Slovakian law legal opinion from Allen & Overy, Bratislava



20. Slovenian law legal opinion from Wolf Theiss d.o.o, Ljubljana



21. Spanish law legal opinion from Allen & Overy, Madrid



22. Swedish law legal opinion from Advokatfirman Vinge KB, Stockholm




 









 




23. Swiss law legal opinion from Lenz & Staehelin, Geneva







 









 








SCHEDULE 4.01(i)

To the Amended and Restated Revolving Credit Agreement




SCHEDULE 4.01(i)




PLEDGED JV SUBSIDIARIES




	I.	 	A11 Equity Interests in:






	 	(i)	 	Goodyear Dunlop Tires Germany GmbH;
	 
	 	(ii)	 	Goodyear Dunlop Tyres UK Limited;
	 
	 	(iii)	 	Dunlop Tyres Ltd;
	 
	 	(iv)	 	Goodyear Dunlop Tires France S.A.;
	 
	 	(v)	 	Goodyear Dunlop Tires Amiens Sud S.A.;
	 
	 	(vi)	 	Goodyear Dunlop Tires Operations S.A.;
	 
	 	(vii)	 	Goodyear Italiana S.p.A.;
	 
	 	(viii)	 	Goodyear Dunlop Tires Italia S.p.A.;
	 
	 	(ix)	 	Goodyear Dunlop Tires España S.A.;
	 
	 	(x)	 	Goodyear Dunlop Tires Portugal, Unipessoal, Ltd;
	 
	 	(xi)	 	Goodyear Dunlop Tires Austria GmbH;
	 
	 	(xii)	 	Goodyear Dunlop Tires Suisse S.A.;
	 
	 	(xiii)	 	Goodyear Dunlop Tires Sverige AB;
	 
	 	(xiv)	 	Goodyear Dunlop Tires Danmark A/S;
	 
	 	(xv)	 	Goodyear Dunlop Belgium NV/SA;
	 
	 	(xvi)	 	Goodyear Dunlop Tires Hellas SAIC;
	 
	 	(xvii)	 	Goodyear Dunlop Tires Polska Sp. z o.o.;
	 
	 	(xviii)	 	Sava Tires, družba za proizvodnjo pnevmatik, d.o.o.;
	 
	 	(xix)	 	Goodyear Dunlop Tires Czech s.r.o.;
	 
	 	(xx)	 	Goodyear Dunlop Tires Magyarország Kft.;
	 
	 	(xxi)	 	Goodyear Dunlop Tires Romania Srl;
	 
	 	(xxii)	 	GD Handelssysteme GmbH;
	 
	 	(xxiii)	 	4 Fleet Group GmbH;
	 
	 	(xxiv)	 	Goodyear Dunlop Tires Slovakia, s.r.o.; and
	 
	 	(xxv)	 	Goodyear Dunlop Tires Ireland Ltd.




 









 











EXHIBIT A




FORM OF BORROWING REQUEST




IMPORTANT NOTE: 



     TRANSPORTING OR SENDING THE ORIGINAL OR ANY CERTIFIED COPY OF THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT OR ANY NOTICE 
(INCLUDING BY EMAIL OR OTHER ELECTRONIC TRANSMISSION) INTO THE REPUBLIC OF AUSTRIA MAY RESULT
IN THE IMPOSITION OF AN AUSTRIAN STAMP DUTY ON THE CREDIT FACILITY PROVIDED FOR IN THE CREDIT
AGREEMENT, WHICH MAY BE FOR THE ACCOUNT OF THE PARTY WHOSE ACTIONS RESULT IN SUCH IMPOSITION.
NOTICES SHOULD NOT BE ADDRESSED TO RECIPIENTS IN THE REPUBLIC OF AUSTRIA AND PAYMENTS SHOULD NOT
BE MADE TO BANK ACCOUNTS IN THE REPUBLIC OF AUSTRIA. SEE ALSO SECTION 9.20 OF THE CREDIT AGREEMENT
AND A MEMORANDUM FROM AUSTRIAN COUNSEL FOR THE GOODYEAR TIRE & RUBBER COMPANY WHICH IS AVAILABLE
UPON REQUEST FROM THE ADMINISTRATIVE AGENT.



J.P. Morgan Europe Limited,

as Administrative Agent

for the Lenders referred to below

125 London Wall

London EC2Y 5AJ



Attention: the Manager




[Date]



Ladies and Gentlemen:




          Reference is made to the Amended and Restated Revolving Credit Agreement dated as of April [
], 2011 (as amended, restated or otherwise modified and in effect on the date hereof, the
“Credit Agreement”), among The Goodyear Tire & Rubber Company, the Borrowers party thereto,
the Lenders party thereto, J.P. Morgan Europe Limited, as Administrative Agent, and JPMorgan Chase
Bank, N.A., as Collateral Agent. Terms defined in the Credit Agreement are used herein with the
same meanings. This notice constitutes a Borrowing Request and the undersigned Borrower or Goodyear
Dunlop Tires Europe B.V., on behalf of the identified Borrower, hereby requests a[n] [ABT] [German]
Borrowing under the Credit Agreement, and in that connection the undersigned specifies the
following information with respect to the [ABT] [German] Borrowing requested hereby:




          (A) Borrower1:




               ____________________






 




			
	1	 	Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH or Goodyear
Dunlop Tires Operations S.A.




 









 










          (B) Aggregate amount and currency of requested Borrowing:2




          _____________________




          (C) Date of Borrowing (which is a Business
Day): ___________________




          (D) Interest Period 3: _________________________




          (E) Location and number of Borrower’s account to which proceeds of
Borrowing are to be disbursed4: ______________________




          The Borrower hereby represents and warrants that the conditions specified in [paragraphs (i)
and (ii) of Section 4.02(a)]5 [Section 4.02(b)]6 of the Credit Agreement are
satisfied.




	 	 	 	 	 
	 	Very truly yours,



[GOODYEAR DUNLOP TIRES EUROPE

B.V.][GOODYEAR DUNLOP TIRES

GERMANY GMBH][GOODYEAR

DUNLOP TIRES OPERATIONS S.A.],

 	 
	 	by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	2	 	In the case of US Dollars, not less than $5,000,000 and
an integral multiple of $1,000,000; in
the case of Pounds Sterling, not less than £5,000,000 and an integral multiple
of £1,000,000; in the case of
Euros, not less than €5,000,000 (or €500,000 in the case of a Swingline
Borrowing) and an integral
multiple of €1,000,000 (or €100,000 in the case of a Swingline Borrowing).
	 
	3	 	Must comply with the definition of “Interest Period” and end
not later than the Maturity Date.
	 
	4	 	Must comply with Section 2.06.
	 
	5	 	For any Borrowing (other than a conversion or
continuation of an outstanding Borrowing and
other than a Swingline Borrowing to reimburse an LC Disbursement made pursuant
to Section 2.04(e)).
	 
	6	 	For any Swingline Borrowing to reimburse an LC
Disbursement made pursuant to
Section 2.04(e).




 









 










EXHIBIT B




FORM OF CONTINUATION REQUEST




IMPORTANT NOTE: 




     TRANSPORTING OR SENDING THE ORIGINAL OR ANY CERTIFIED COPY OF THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT OR ANY NOTICE 
(INCLUDING BY EMAIL OR OTHER ELECTRONIC TRANSMISSION) INTO THE REPUBLIC OF AUSTRIA MAY RESULT
IN THE IMPOSITION OF AN AUSTRIAN STAMP DUTY ON THE CREDIT FACILITY PROVIDED FOR IN THE CREDIT
AGREEMENT, WHICH MAY BE FOR THE ACCOUNT OF THE PARTY WHOSE ACTIONS RESULT IN SUCH IMPOSITION.
NOTICES SHOULD NOT BE ADDRESSED TO RECIPIENTS IN THE REPUBLIC OF AUSTRIA AND PAYMENTS SHOULD NOT
BE MADE TO BANK ACCOUNTS IN THE REPUBLIC OF AUSTRIA. SEE ALSO SECTION 9.20 OF THE CREDIT AGREEMENT
AND A MEMORANDUM FROM AUSTRIAN COUNSEL FOR THE GOODYEAR TIRE & RUBBER COMPANY WHICH IS AVAILABLE
UPON REQUEST FROM THE ADMINISTRATIVE AGENT.



J.P. Morgan Europe Limited.,

as Administrative Agent

for the Lenders referred to below

125 London Wall

London EC2Y 5AJ




Attention: the Manager




[Date]



Ladies and Gentlemen:




          Reference is made to the Amended and Restated Revolving Credit Agreement dated as of April [
], 2011 (as amended and in effect on the date hereof, the “Credit Agreement”), among The
Goodyear Tire & Rubber Company, the Borrowers party thereto, the Lenders party thereto, J.P.
Morgan Europe Limited, as Administrative Agent, and JPMorgan Chase Bank, N.A., as Collateral
Agent. Terms defined in the Credit Agreement are used herein with the same meanings. This notice
constitutes a Continuation Request and Goodyear Dunlop Tires Europe B.V., on behalf of the
identified Borrower, hereby requests the continuation of a Borrowing under the Credit Agreement
and in that connection specifies the following information with respect to the Borrowing to be
continued as requested hereby:




          (A) Borrowing to which this request applies1:




          ___________________________




          (B) Borrower2: ____________________






 




			
	1	 	Specify existing Class and last day of current Interest Period.




 









 










          (C) Principal amount of Borrowing to be continued3:




               ___________________________




          (D) Effective date of election (which is a Business Day):




               ___________________________




          (E) Interest Period of resulting Borrowing(s)4:




               ___________________________




	 	 	 	 	 
	 	Very truly yours,




GOODYEAR DUNLOP TIRES EUROPE B.V.,

 	 
	 	by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	2	 	Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires
Germany GmbH or Goodyear
Dunlop Tires Operations S.A.
	 
	3	 	If different options are being elected with respect to
different portions of the Borrowing,
indicate the portions thereof to be
allocated to each resulting Borrowing. Each resulting Borrowing must,
be (a) in the case of US Dollars, not less than $5,000,000 and an integral
multiple of $1,000,000, (b) in the
case of Pounds Sterling, not less than £5,000,000 and an integral multiple of
£1,000,000 and (c) in the case
of Euros, not less than €5,000,000 and
an integral multiple of €1,000,000.
	 
	4	 	Must comply with the definition of “Interest Period” and end
not later than the Maturity Date.






11











 





EXHIBIT C-1




[FORM OF]




PROMISSORY NOTE FOR ABT LOANS



			
	€[         ]
	 	New York, New York

April [ ], 2011






     FOR VALUE RECEIVED, the undersigned, [GOODYEAR DUNLOP TIRES EUROPE B.V.][GOODYEAR DUNLOP
TIRES GERMANY
GMBH][GOODYEAR DUNLOP TIRES OPERATIONS S.A.] (the “Company”), hereby promises to pay to the
order of [           ] (the “Lender”) or its registered assigns, at the office of J.P. Morgan Europe
Limited (the “Administrative Agent”) at 125 London Wall, London EC2Y 5AJ, on the Maturity
Date (as defined in the Amended and Restated Revolving Credit Agreement dated as of April [      ], 2011
(as the same may be amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among The Goodyear Tire & Rubber Company, the Borrowers party thereto, the Lenders
party thereto, J.P. Morgan Europe Limited, as Administrative Agent, and JPMorgan Chase Bank, N.A.,
as Collateral Agent), the lesser of (i) the principal sum of [           ] (€[ ]) and (ii) the aggregate
unpaid principal amount of all ABT Loans (as defined in the Credit Agreement) made to the Company
by the Lender pursuant to the Credit Agreement in the applicable currency for each such ABT Loan in
immediately available funds, and to pay interest from the date hereof on the principal amount
hereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum
and payable on the dates provided in the Credit Agreement.



     The Company promises to pay interest, on demand, on any overdue principal and, to the extent
permitted by law, overdue interest from their due dates at the rate or rates provided in the
Credit Agreement.



     The nonexercise by the holder hereof of any of its rights hereunder in any particular instance
shall not constitute a waiver thereof in that or any subsequent instance.



     All borrowings evidenced by this Note and all payments and prepayments of the principal
hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof
on the schedule attached hereto and made a part hereof or on a continuation thereof that shall be
attached hereto and made a part hereof, or otherwise recorded by such holder in its internal
records; provided, however, that the failure of the holder hereof to make such a
notation or any error in such a notation shall not affect the obligations of the Company under
this Note.



     This Note is given subject to the provisions of the Credit Agreement, which, among other
things, contains provisions for the acceleration of the maturity hereof upon the happening of
certain events, for optional prepayment of the principal hereof prior to the maturity hereof and
for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and
conditions therein specified. This Note is entitled to the benefit of the Credit Agreement and is
guaranteed and secured as provided






 









 




therein and in the other Credit Documents (as defined in the Credit Agreement). This
 Note shall be governed by and construed in accordance with the laws of the State of New York.




	 	 	 	 	 
	 	[GOODYEAR DUNLOP TIRES EUROPE 

B.V.][GOODYEAR
DUNLOP TIRES
 GERMANY GMBH] [GOODYEAR

 DUNLOP
TIRES OPERATIONS S.A.]

 	 
	 	by   	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



2









 






	 	 	 	 	 



Loans and Payments




	 	 	 	 	 	 	 	 	 	 	 	 	 

	Date
	 	Amount

and Currency of

Loan
	 	Maturity

Date
	 	Principal
	 	Interest
	 	Unpaid

Principal

Balance of Note
	 	Name of Person

Making Notation






3









 






EXHIBIT C-2




[FORM OF]




PROMISSORY NOTE FOR GERMAN LOANS



			
	€[      ]
	 	New York, New York

April [ ], 2011






          FOR VALUE RECEIVED, the undersigned, GOODYEAR DUNLOP TIRES GERMANY GMBH, (the “Company”),
hereby promises to pay to the order of
[ ] (the “Lender”) or its registered assigns, at the office of J.P. Morgan Europe Limited (the
“Administrative Agent”) at 125 London Wall, London EC2Y 5AJ, on the Maturity Date (as defined in
the Amended and Restated Revolving Credit Agreement dated as of April [ ], 2011 (as the same may be
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among The
Goodyear Tire & Rubber Company, the Borrowers party thereto, the Lenders party thereto, J.P. Morgan
Europe Limited, as Administrative Agent, and JPMorgan Chase Bank, N.A., as Collateral Agent), the
lesser of (i) the principal sum of [      ] (€[      ]) and (ii) the aggregate unpaid principal amount of all
German Loans (as defined in the Credit Agreement) made to the Company by the Lender pursuant to the
Credit Agreement in the applicable currency for each such German Loan in immediately available
funds, and to pay interest from the date hereof on the principal amount hereof from time to time
outstanding, in like funds, at said office, at the rate or rates per annum and payable on the dates
provided in the Credit Agreement.




          The Company promises to pay interest, on demand, on any overdue principal and, to the extent
permitted by law, overdue interest from their due dates at the rate or rates provided in the
Credit Agreement.




          The nonexercise by the holder hereof of any of its rights hereunder in any particular instance
shall not constitute a waiver thereof in that or any subsequent instance.




          All borrowings evidenced by this Note and all payments and prepayments of the principal
hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof
on the schedule attached hereto and made a part hereof or on a continuation thereof that shall be
attached hereto and made a part hereof, or otherwise recorded by such holder in its internal
records; provided, however, that the failure of the holder hereof to make such a notation or any
error in such a notation shall not affect the obligations of the Company under this Note.




          This Note is given subject to the provisions of the Credit Agreement, which, among other
things, contains provisions for the acceleration of the maturity hereof upon the happening of
certain events, for optional prepayment of the principal hereof prior to the maturity hereof and
for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and
conditions therein specified. This Note is entitled to the benefit of the Credit Agreement and is
guaranteed and secured as provided therein and in the other Credit Documents (as defined in the
Credit Agreement). This


 









 









Note shall be governed by and construed in accordance with the laws of the State of New
York.




	 	 	 	 	 
	 	GOODYEAR DUNLOP TIRES 

GERMANY GMBH 

 	 
	 	by   	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


2









 






Loans and Payments




	 	 	 	 	 	 	 	 	 	 	 	 	 

	Date
	 	Amount

and Currency of

Loan
	 	Maturity

Date
	 	Principal
	 	Interest
	 	Unpaid

Principal

Balance of Note
	 	Name of Person

Making Notation






3









 






EXHIBIT D




[FORM OF]

ASSIGNMENT AND ASSUMPTION




          This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
effective date set forth below (the “Effective Date”) and is entered into by and between
the assignor identified below (the “Assignor”) and the assignee identified below (the
“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in
the Credit Agreement identified below (as amended, restated or otherwise modified, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. 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 Assignment and Assumption as if set forth herein in
full.




          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement, the Guarantee and
Collateral Agreement referred to therein (the “Guarantee and Collateral Agreement”) and any
other documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including any letters of credit,
guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, the Guarantee and Collateral Agreement and any other
documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in
any way based on or related to any of the foregoing, including contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the
“Assigned Interest”). Such sale and assignment is without recourse to the Assignor and,
except as expressly provided in this Assignment and Assumption, without representation or warranty
by the Assignor.





	 	1.	 	Assignor: ______________________
	 
	 	2.	 	Assignee: ______________________
 and is an
[Affiliate]/[Approved Fund] of [Identify Lender]1
	 
	 	3.	 	Borrower(s): Goodyear Dunlop Tires Europe B.V., Goodyear
Dunlop Tires Germany GmbH and Goodyear Dunlop Tires Operations S.A.







 




			
	1	 	Select as applicable.




 









 











	 	4.	 	Administrative Agent: J.P. Morgan Europe Limited, as the
Administrative Agent under the Credit Agreement
	 
	 	5.	 	Credit Agreement: The Amended and Restated Revolving Credit Agreement
dated as of April [      ], 2011, among The Goodyear Tire & Rubber Company,
Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH,
Goodyear Dunlop Tires Operations S.A., the Lenders parties thereto, J.P.
Morgan Europe Limited, as Administrative Agent, and JPMorgan Chase Bank,
N.A., as Collateral Agent
	 
	 	6.	 	Assigned Interest:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount	 	 	 	 	 	 	Percentage	 	 	 	 	 
	 	 	of	 	 	Amount of	 	 	Assigned of	 	 	 	 	 
	 	 	Commitment/Loans	 	 	Commitment/Loans	 	 	Commitment/	 	 	 	 	 
	Facility Assigned	 	for all Lenders	 	 	Assigned	 	 	Loans2	 	 	 	 	 
	ABT
Commitment/Loans
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	German
Commitment/Loans
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Effective Date: _______________ __, 20__ [TO BE INSERTED BY

ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE

REGISTER THEREFOR].



The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR: ________________________,




by


        _____________________ 

        Title:



ASSIGNEE: ________________________,




by


        _____________________ 

        Title: 

 	 
	 	 	 
	 	 	 
	 	 	 
	 





 




			
	2	 	Set forth, to at least 9 decimals, as a percentage of the
Commitment/Loans of all Lenders thereunder.




2









 









[Consented to and]3 Accepted:




J.P. MORGAN EUROPE LIMITED,

as Administrative Agent,




	 	 	 	 	 
	 	 by


        ________________________ 

        Title:

 	 
	 	 
	 	 
	 	 
	 



[JPMORGAN CHASE BANK, N.A.,

as Swingline Lender and Issuing Bank,




	 	 	 	 	 
	 	 by


        ________________________

        Title:]4

 	 
	 	 
	 	 
	 	 
	 



GOODYEAR DUNLOP TIRES EUROPE B.V.,




	 	 	 	 	 
	 	by


        ________________________ 

        Title: 

 	 
	 	 
	 	 
	 	 
	 



BNP PARIBAS, 5




	 	 	 	 	 
	 	by 


        ________________________

        Title:

 	 
	 	 
	 	 
	 	 
	 





 




			
	3	 	If the consent of the Administrative Agent is required by the terms of
the Credit Agreement.
	 
	4 	 	 If the assignment is of an ABT Commitment or any interests in a Letter of
Credit or LC Disbursement.
	 
	5	 	If the assignment is of an ABT Commitment or any interests in a Letter of
Credit or LC Disbursement.






3











 





ANNEX 1




THE GOODYEAR TIRE & RUBBER COMPANY

GOODYEAR DUNLOP TIRES EUROPE B.V.

GOODYEAR DUNLOP TIRES GERMANY GMBH

GOODYEAR DUNLOP TIRES OPERATIONS S.A.

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

DATED AS OF APRIL [ ], 2011




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION



          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 Assignment and Assumption 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 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. Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement and the Guarantee and Collateral Agreement, (ii) it satisfies the requirements, if
any, specified in the 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 Credit Agreement and the Guarantee and Collateral Agreement 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 Credit Agreement, together with copies of the
most recent financial statements delivered pursuant to Section 5.01 thereto, as applicable, the
Guarantee and Collateral Agreement and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Agents, the Assignor or any other Lender,
and (v) attached to this Assignment and Assumption is (A) any documentation required to be
delivered by it pursuant to the terms
of Sections 2.17 and 9.17 of the Credit Agreement and (B) a “New Secured Party’s Accession
Agreement” in the form of Schedule 3 to the German Security Trust



 









 




Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Agents, 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, (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 and (iii) it will not book any Loan or hold any
participation in any Letter of Credit, LC Disbursement or Swingline Loan at an Austrian branch or
through an Austrian Affiliate and will comply with Section 9.20 of the Credit Agreement.




          2. Guarantee and Collateral Agreement. The Assignee, by executing and delivering this
Assignment and Assumption, acknowledges receipt of a copy of the Guarantee and Collateral Agreement
and approves and agrees to be bound by and to act in accordance with the terms and conditions of
the Guarantee and Collateral Agreement and each other Security Document, specifically including (i)
the provisions of Article V of the Guarantee and Collateral Agreement (governing the distribution
of proceeds realized from the exercise of remedies under the Security Documents), (ii) the
provisions of Article VI of the Guarantee and Collateral Agreement (governing the manner in which
Acts of the Secured Parties are to be evidenced and the manner in which Acts of the Secured Parties
are to be evidenced and the manner in which the amounts of the Obligations are to be determined at
any time), (iii) the provisions of Articles VIII and IX of the Guarantee and Collateral Agreement
(relating to the duties and responsibilities of the Collateral Agent and providing for the
indemnification and the reimbursement of expenses of the Collateral Agent by the Lenders) and (iv)
the provisions of Section 11.13 of the Guarantee and Collateral Agreement (providing for releases
of Guarantees of and Collateral securing the Obligations).



          3. Payments. From and after the Effective Date, the
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 the 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 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
Credit Agreement (i) the European J.V. (or the Administrative Agent, at the expense of the European
J.V.) shall carry out such notification and (ii) if the assignment provided for in this Assignment
and Assumption is made without the European J.V.’s consent the 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
Assignment and Assumption shall be deemed to constitute a cessione del



2









 




contratto, although it will not constitute a termination or a novation of the
Credit Agreement for purposes of New York law.




          5. Affiliates. The 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
Administrative Agent an Affiliate Authorization in the form of Exhibit G to the Credit Agreement
or any other form approved by the Administrative Agent.



          6. General Provisions. This Assignment and Assumption shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and assigns. This Assignment
and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by facsimile or other electronic image scan transmission shall be effective as delivery
of a manually executed counterpart of this Assignment and Assumption. This Assignment and
Assumption shall be governed by and construed in accordance with the law of the State of New York.



3









 





EXHIBIT E-1




FORM OF OPINION OF GOODYEAR’S OUTSIDE COUNSEL




April 20, 2011




The Lenders party to the Credit Agreement
     
referred to below



J.P. Morgan Europe Limited, as
     Administrative Agent



JPMorgan Chase Bank, N.A., 


      as Collateral Agent and Issuing Bank



BNP Paribas, 
     as Issuing Bank



Goodyear European Credit Facility


Ladies and Gentlemen:




     We have acted as counsel to The Goodyear Tire & Rubber Company, an Ohio corporation (the
“Company”), Goodyear Dunlop Tires Europe B.V., a corporation organized under the laws of
the Netherlands (the “European J.V.”), Goodyear Dunlop Tires Germany GmbH, a corporation
organized under the laws of the Federal Republic of Germany (“GDTG”), Goodyear Dunlop Tires
Operations S.A., a société anonyme organized under the laws of Luxembourg (“Lux Tires” and
together with GDTG and the European J.V., the “Borrowers”) and each of the entities listed
on Exhibit A hereto (collectively, the “Subsidiary Guarantors”) in connection with
the Amended and Restated Revolving Credit Agreement, dated as of April 20, 2011 (the “Credit
Agreement”), among the Borrowers, certain lenders party thereto (the “Lenders”), J.P.
Morgan Europe Limited, as administrative agent (the “Administrative Agent”) and JPMorgan
Chase Bank, N.A., as collateral agent (the “Collateral Agent”). This opinion is delivered
to you pursuant to Section 4.01(b)(i) of the Credit Agreement. Unless otherwise defined herein,
capitalized terms used herein have the meanings provided in the Credit Agreement.



     We have reviewed (i) the Credit Agreement, (ii) the Master Guarantee and Collateral Agreement
dated as of March 31, 2003, as amended and restated as of February 20, 2004, as further amended and
restated as of April 8, 2005, as further amended as of April 20, 2007 and as further amended as of
April 20, 2011 (the “Guarantee and Collateral Agreement”), among the Company, the
Subsidiary Guarantors, the grantors party thereto,



 









 




certain other Subsidiaries and the Collateral Agent, (iii) the Amendment and Restatement Agreement
dated as of April 20, 2011 (the “Amendment Agreement”), in respect of the Credit Agreement
and the Guarantee and Collateral Agreement, among the Borrowers, the Lenders, the Administrative
Agent, the Collateral Agent, the Subsidiary Guarantors, the grantors party to the Guarantee and
Collateral Agreement and certain other Subsidiaries, (iv) the Master Assignment and Acceptance,
dated as of April 20, 2011 (the “Master Assignment”), among the parties identified as
assignors therein (the “Assignors”), JPMorgan Chase Bank, N.A., as assignee (the
“Assignee”), the Company and the Borrowers, (v) the Credit Agreement as in effect
immediately prior to the effectiveness of the amendment and restatement thereof contemplated by the
Amendment Agreement (the “Original Credit Agreement”), and (vi) such corporate records,
certificates and other documents, and such questions of law, as we have deemed necessary or
appropriate for the purposes of this opinion. The agreements referred to in clauses (i), (ii),
(iii) and (iv) are referred to in this opinion each as a “Document” and collectively as the
“Documents.”




     We have assumed that the Company and the Subsidiary Guarantors (each a “Credit Party”
and collectively, the “Credit Parties”) are each duly organized under the laws of their
respective jurisdictions of organization, that the Credit Parties, other than the entities listed
on Exhibit B hereto (each, a “Covered Company” and collectively, the “Covered
Companies”), are each validly existing and in good standing under the laws of their respective
jurisdictions of organization and that each Credit Party, other than the Covered Companies, has the
power and authority to execute and deliver the Documents to which it is a party and to perform its
obligations under such Documents. We have assumed further that each of the Credit Parties, other
than the Covered Companies, has duly authorized, executed and delivered the Documents to which it
is a party. We have assumed further that the execution and delivery by each Credit Party, other
than the Covered Companies, of each Document to which such Credit Party is a party and the
consummation of the transactions contemplated thereby do not breach or conflict with the provisions
of such Credit Party’s certificate of incorporation, certificate of formation, by-laws, limited
liability company agreement or other organizational documents, as applicable. We have relied as to
certain matters on information obtained from public officials, officers of the Company and its
Subsidiaries and other sources that we believe to be responsible.



     We have assumed that the execution and delivery of the Documents by the Credit Parties and the
performance by the Credit Parties of their obligations thereunder do not and will not (x) violate
or contravene any judgment, order, decree or permit issued by any court, arbitrator or governmental
or regulatory authority, (y) conflict with or result in the breach of, constitute a default under,
or cause or permit any termination or any mandatory prepayment or acceleration under, any contract
or other instrument binding on or affecting the Company or any subsidiary thereof or any of their
respective properties or assets other than the agreements listed on Exhibit C hereto (such
agreements listed on Exhibit C, the “Scheduled Agreements”), or (z) result in the
creation or imposition of any lien, charge or encumbrance (other than those created or imposed
under the Documents) upon or with respect to any property or assets of the Company or any Subsidiary, except under
any Scheduled Agreement.



     We have assumed that all signatures are genuine, that all documents submitted to



2









 




us as originals are authentic and that all copies of documents submitted to us conform to the
originals. We have assumed further that each of the Secured Parties, the Assignors and the Assignee
has duly authorized, executed and delivered the Documents to which it is a party and that each such
Document is the valid and binding obligation of such party, enforceable against such party in
accordance with its terms.




     Based upon the foregoing and subject to the qualifications and assumptions set forth below, we
are of the opinion that:



     1. Each Covered Company is a corporation validly existing and in good standing under the laws
of the State of Delaware and has the corporate power and authority to execute and deliver the
Documents to which it is a party, to consummate the transactions contemplated thereby and to
perform its respective obligations thereunder. Each Covered Company has duly authorized, executed
and delivered the Documents to which it is a party.



     2. Each Document constitutes the valid and binding obligation of the
Credit Parties party thereto, enforceable against each such Credit Party in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws
of general applicability relating to or affecting creditors’ rights and to general equity
principles.



     3. No consent, approval, authorization or other action by or filing with any governmental
agency or instrumentality of the State of New York or the United States of America or under the
Delaware General Corporation Law (the “DGCL”) is required on the part of any Credit Party
for the execution and delivery of any Document to which such Credit Party is a party or the
consummation of the transactions contemplated thereby, except (i) those already obtained or made
and (ii) such filings and other actions as are required to perfect the security interests and liens
granted under the Documents and the other Credit Documents (as such term is defined in the
Guarantee and Collateral Agreement).



     4. The execution and delivery by each Credit Party of each Document to which such Credit Party
is a party and the consummation of the transactions contemplated thereby do not (i) violate the
DGCL or any New York State or Federal statute, law, rule or regulation to which such Credit Party
is subject, (ii) breach the provisions of, or cause a default under, or result in the creation or
imposition of any lien, charge, or encumbrance upon or with respect to any property or assets of
any Credit Party under, any Scheduled Agreement or (iii) in the case of each Delaware Company,
breach the provisions of such Delaware Company’s certificate of incorporation, certificate of
formation, by-laws, limited liability company agreement or other organizational documents, as
applicable.



     5. The Company is not an “investment company” as defined in the
Investment Company Act of 1940.



     6. As a result of the transactions occurring on the Effective Date pursuant to the Master
Assignment, the Revolving Commitments (as defined in the Original Credit Agreement) of the
Assignors under the Original Credit Agreement will have been transferred to JPMorgan Chase Bank,
N.A., as Assignee, in accordance with Section 9.04 of the Original



3









 




Credit Agreement, and not terminated.




     7. After the repayment in full of the Revolving Loans (as defined in the
Original Credit Agreement) outstanding under the Original Credit Agreement, the amendment and
restatement of the Original Credit Agreement as provided in the Amendment Agreement will require
the consent of the Company, the Borrowers, the Agents (as defined in the Original Credit Agreement)
and JPMorgan Chase Bank, N.A., as Assignee under the Master Assignment of the Revolving Commitments
(as defined in the Original Credit Agreement) of the Revolving Lenders (as defined in the Original
Credit Agreement), and will not, under the terms of the Original Credit Agreement, require the
consent of any other Person.



               The foregoing opinion is subject to the following qualifications:



          (a) The enforceability of certain rights and remedies purported to be granted to the Secured
Parties under the Documents may be limited by applicable law, but those limitations (exclusive of
the matters referred to in the other qualifications set forth herein) do not make the rights and
remedies afforded under the Documents inadequate for the practical realization of the principal
benefits intended to be provided by the Documents.



          (b) We express no opinion as to (i) the ownership of or title to any property, or as to the
adequacy of any description of any property, (ii) zoning, subdivision or other matters affecting
the use, occupancy or operation of the Collateral or (iii) any security interest or lien.



          (c) We express no opinion as to the existence or adequacy of consideration received by any
Subsidiary Guarantor in connection with such parties’ obligations under the Guarantee and
Collateral Agreement and the Amendment Agreement.



          (d) We express no opinion as to:




     (i) waivers of defenses, subrogation and related rights, rights to trial
by jury, rights to object to venue, or other rights or benefits bestowed by
operation of law;




     (ii) releases or waivers of unmatured claims or rights;




     (iii) indemnification, contribution, exculpation or provisions for the
non-survival of representations, to the extent they purport to indemnify any
party against, or release or limit any party’s liability for, its own breach
or failure to comply with statutory obligations, or to the extent such
provisions are contrary to public policy;




     (iv) grants of powers of attorney or proxies;




     (v) provisions purporting to require a prevailing party in a dispute to
pay attorneys’ fees and expenses, or other costs, to a



4









 






     non-prevailing party;




     (vi) provisions for liquidated damages and penalties, penalty interest
and interest on interest;




     (vii) provisions purporting to make a party’s determination
conclusive or permitting a party to act in its sole or absolute discretion;




     (viii) exclusive jurisdiction or venue provisions; and




     (ix) provisions purporting to supersede equitable principles, including,
without limitation, provisions requiring amendments and waivers to be in
writing and provisions making notices effective even if not actually received.



          (e) We express no opinion as to any right of setoff, netting, bankers lien or counterclaim or
right to the application of property in the possession or control of any Secured Party.



          (f) Except as set forth in paragraph 5, we express no opinion as to any federal or state
securities or Blue Sky laws or as to any anti-fraud laws.



          (g) We express no opinion as to any tax laws, the Employee Retirement Income Security Act of
1974 or any rules or regulations thereunder.



          (h) We express no opinion as to any legal requirements applicable to any Secured Party.



          (i) Our opinions in paragraphs 3 and 4(i) above are limited to laws and regulations normally
applicable to transactions of the type contemplated by the Documents and do not extend to laws or
regulations relating to, or to licenses, permits, approvals and filings necessary for, the conduct
of the business of the Company or any Subsidiary, or to any environmental laws or regulations.



          (j) For purposes of our opinions in paragraphs 6 and 7, we have assumed that (i) the
provisions of Section 9.04 of the Original Credit Agreement have been complied with or validly
waived and (ii) the assignment of the outstanding Revolving Loans (as defined in the Original
Credit Agreement) are enforceable under any applicable laws (other than the law of the State of New
York).



     We are members of the bar of the State of New York and the State of California. We do not
express any opinion herein on any laws other than the law of the State of New York, the California
Corporation Code, the DGCL and the Federal law of the United States of America.



5









 





     This opinion is given solely for your benefit and the benefit of each Person who becomes a
Lender before May 11, 2011, as the result of an assignment by JPMorgan Chase Bank, N.A. or BNP
Paribas SA pursuant to the Credit Agreement of any of their respective Loans or Commitments, who
may rely upon this opinion as of the date hereof, and may not be relied upon by any other Person
without our written consent.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	 	 
	 	 	 
	 	 	 



6









 






	 	 	 	 	 



EXHIBIT E-1




Exhibit A




Subsidiary Guarantors




	 	 	 

	1.

	 	Celeron Corporation
	 
	 	 
	2.

	 	Dapper Tire Co., Inc.
	 
	 	 
	3.

	 	Divested Companies Holding Company
	 
	 	 
	4.

	 	Divested Litchfield Park Properties, Inc.
	 
	 	 
	5.

	 	Goodyear Canada Inc.
	 
	 	 
	6.

	 	Goodyear Export Inc.
	 
	 	 
	7.

	 	Goodyear Farms, Inc.
	 
	 	 
	8.

	 	Goodyear International Corporation
	 
	 	 
	9.

	 	Goodyear Western Hemisphere Corporation
	 
	 	 
	10.

	 	Wheel Assemblies Inc.
	 
	 	 
	11.

	 	Wingfoot Commercial Tire Systems, LLC






 









 






EXHIBIT E-1




Exhibit B




Covered Companies




	 	 	 

	1.

	 	Celeron Corporation
	 
	 	 
	2.

	 	Dapper Tire Co., Inc.
	 
	 	 
	3.

	 	Divested Companies Holding Company
	 
	 	 
	4.

	 	Goodyear Export Inc.
	 
	 	 
	5.

	 	Goodyear International Corporation
	 
	 	 
	6.

	 	Goodyear Western Hemisphere Corporation
	 
	 	 
	7.

	 	Wheel Assemblies Inc.






 









 






Exhibit C




Scheduled Agreements





	1.	 	Indenture, dated as of March 15, 1996, between the Company and Wells Fargo Bank, N.A. (as
successor to JPMorgan Chase Bank), as Trustee, as supplemented on March 11, 1998, in respect
of $150,000,000 original principal amount of the Company’s 7% Notes due 2028.
	 
	2.	 	Indenture, dated March 1, 1999, between the Company and Wells Fargo Bank, N.A. (as
successor to JPMorgan Chase Bank), as Trustee, as supplemented on March 5, 2010, in
respect of $282,000,000 original principal amount of the Company’s 8.75% Notes due 2020.
	 
	3.	 	Umbrella Agreement, dated as of June 14, 1999, as amended by Amendment No. 1 dated as of
January 1, 2003, Amendment No. 2 dated as of April 7, 2003, Amendment No. 3 dated as of July
15, 2004 and Amendment No. 4 dated as of February 12, 2008, between the Company and Sumitomo
Rubber Industries, Ltd.
	 
	4.	 	Joint Venture Agreement for Europe, dated as of June 14, 1999, as amended by Amendment No. 1
dated as of September 1, 1999, among the Company, Goodyear S.A., a French corporation,
Goodyear S.A., a Luxembourg corporation, Goodyear Canada Inc., Sumitomo Rubber Industries,
Ltd., and Sumitomo Rubber Europe B.V.
	 
	5.	 	Shareholders Agreement for the Europe JVC, dated as of June 14, 1999, as amended by
Amendment No. 1 dated as of April 21, 2000, Amendment No. 2, dated as of July 15, 2004,
Amendment No. 3 dated as of August 30, 2005, Amendment No. 4 dated as of April 26, 2007 and
Amendment No. 5 dated as of July 1, 2009, among the Company, Goodyear S.A., a French
corporation, Goodyear S.A., a Luxembourg corporation, Goodyear Canada Inc., and Sumitomo
Rubber Industries, Ltd.
	 
	6.	 	Amended and Restated First Lien Credit Agreement, dated as of April 20, 2007, among the
Company, certain lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent
and Collateral Agent, and Citicorp USA, Inc., as Syndication Agent.
	 
	7.	 	First Lien Guarantee and Collateral Agreement, dated as of April 8, 2005, among the Company,
the grantors identified therein, certain subsidiaries of the Company as Subsidiary Guarantors,
certain other subsidiaries of the Company and JPMorgan Chase Bank, N.A., as Collateral Agent,
as amended by the Reaffirmation of First Lien Guarantee and Collateral Agreement, dated as of
April 20, 2007.
	 
	8.	 	Amended and Restated Second Lien Credit Agreement, dated as of April 20, 2007, among the
Company, certain lenders party thereto, JPMorgan Chase Bank,




 









 






	 	 	N.A., as Administrative Agent , and Deutsche Bank Trust Company Americas, as Collateral
Agent.
	 
	9.	 	Second Lien Guarantee and Collateral Agreement, dated as of April 8, 2005, among the
Company, the grantors identified therein, certain subsidiaries of the Company as Subsidiary
Guarantors, certain other subsidiaries of the Company and Deutsche Bank Trust Company
Americas, as Collateral Agent, as amended by the Reaffirmation of Second Lien Guarantee and
Collateral Agreement, dated as of April 20, 2007.
	 
	10.	 	Indenture, dated as of May 11, 2009, among the Company, the subsidiary
guarantors thereunder and Wells Fargo Bank, N.A., as Trustee, in respect of
$1,000,000,000 original principal amount of the Company’s 10.500% Senior Notes
due 2016.
	 
	11.	 	Indenture, dated as of August 13, 2010, among the Company, the subsidiary
guarantors thereunder and Wells Fargo Bank, N.A., as Trustee, as supplemented by
the First Supplemental Indenture, dated as of August 13, 2010, among the
Company, the subsidiary guarantors thereunder and Wells Fargo Bank, N.A., as
trustee, in respect of $1,000,000,000 original principal amount of the Company’s
8.250% Senior Notes due 2020.
	 
	12.	 	Indenture, dated as of April 20, 2011, among the European J.V., the Company, as
parent guarantor, the subsidiary guarantors thereunder and Deutsche Trustee
Company Limited, as Trustee, in respect of €250,000,000 original principal
amount of the European J.V.’s 6.75% Senior Notes due 2019.




 









 











EXHIBIT E-2




FORM OF OPINION OF THE GENERAL COUNSEL,

THE ASSOCIATE GENERAL COUNSEL OR

AN ASSISTANT GENERAL COUNSEL OF GOODYEAR




April 20, 2011




The Lenders party to the Credit Agreement
     referred to below



J.P. Morgan Europe Limited,
     as Administrative Agent



JPMorgan Chase Bank, N.A.,
     as Collateral Agent and Issuing Bank



BNP Paribas,
     as Issuing Bank

 919 Third Avenue


Ladies and Gentlemen:




          I am the Senior Vice President, General Counsel and Secretary of The Goodyear Tire & Rubber
Company, an Ohio corporation (the “Company”), and am rendering the opinions set forth below
in connection with (i) the Amended and Restated Revolving Credit Agreement, dated as of April 20,
2011 (the “Credit Agreement”), among the Company, Goodyear Dunlop Tires Europe B.V. (the
“European J.V.”), Goodyear Dunlop Tires Germany GmbH (“GDTG”) and Goodyear Dunlop Tires
Operations S.A. (“Lux Tires” and, together with GDTG and the European J.V., the
“Borrowers”), certain lenders party thereto, J.P. Morgan Europe Limited, as administrative
agent, and JPMorgan Chase Bank, N.A., as collateral agent. This opinion is delivered to you
pursuant to Section 4.01(b)(ii) of the Credit Agreement. Unless otherwise defined herein,
capitalized terms used herein have the meanings provided in the Credit Agreement.



          I, or members of my staff, have reviewed (i) the Credit Agreement, (ii) the Master Guarantee
and Collateral Agreement, dated as of March 31, 2003, as amended and restated as of February 20,
2004, as further amended and restated as of April 8, 2005, as further amended as of April 20, 2007
and as further amended as of April 20, 2011 (the “MGCA”), (iii) the Amendment and
Restatement Agreement, dated as of April 20, 2011 (the “Amendment Agreement”), in respect
of the Credit Agreement and the MGCA, (iv) the Master Assignment and Acceptance, effective as of
April 20, 2011, among the parties



 









 




identified as assignors therein, JPMorgan Chase Bank, N.A., as assignee, the Company and the
Borrowers, (v) the Credit Agreement as in effect immediately prior to the effectiveness of the
amendment and restatement thereof contemplated by the Amendment Agreement, and (vi) such corporate
records, certificates and other documents, and such questions of law, as I have deemed necessary or
appropriate for the purposes of this opinion. The agreements, documents and instruments referred to
in clauses (i) through (v) are referred to in this opinion each as a “Document” and
collectively as the “Documents.”




          I have assumed that all signatures are genuine, that all documents submitted to me as
originals are authentic and that all copies of documents submitted to me conform to the originals.
I have relied as to certain matters on information obtained from public officials, officers of the
Company and its Subsidiaries and other sources that I believe to be responsible. I have assumed
further that each of the Secured Parties has duly authorized, executed and delivered the Documents
to which it is a party and that each such Document is the valid and binding obligation of such
Secured Party, enforceable against such Secured Party in accordance with its terms.



          Based upon the foregoing and subject to the qualifications and assumptions set forth below, I
am of the opinion that:



          1. The Company and the Subsidiary Guarantors identified on
Exhibit A hereto (each a “Credit Party” and together the “Credit Parties”) are duly
organized, validly existing and in good standing under the laws of their respective jurisdictions
of organization and each Credit Party has the power and authority to execute and deliver the
Documents to which it is a party and to consummate the transactions contemplated thereby.



          2. Each of the Credit Parties has duly authorized, executed and delivered the Documents to
which it is a party.



          3. No consent, approval, authorization or other action by or filing with any governmental
agency or instrumentality of the State of Ohio is required on the part of any Credit Party for the
execution and delivery of any Document to which such Credit Party is a party or the consummation of
the transactions contemplated thereby, except those already obtained or made.



          4. The execution and delivery by each Credit Party of each Document to which such Credit Party
is a party and the consummation of the transactions contemplated thereby do not (i) violate any
Ohio statute, law, rule or regulation to which such Credit Party is subject or (ii) result in any
violation of the provisions of such Credit Party’s organizational documents.



          The foregoing opinion is subject to the following qualifications:



          (a) I express no opinion as to any federal or state securities or blue sky laws or as to any
anti-fraud laws.



-2-









 





          (b) I express no opinion as to any tax laws or the Employee Retirement Income Security Act of
1974, as amended, or any rules or regulations thereunder.



          I am a member of the bar of the State of Ohio. In rendering the foregoing opinions, the
examination of law referred to above has been limited to, and I express no opinions as to matters
under or involving any laws other than, the laws of the State of Ohio.



-3-









 





          This opinion is given to you solely for your benefit in connection with the transactions
described herein and may not be relied upon by you for any other purpose or by any other person for
any purpose without my written consent.



	 	 	 	 	 
	 	Very truly yours,







David L. Bialosky 

Senior Vice President,

General Counsel and Secretary

 	 




-4-











 





Exhibit A




Subsidiary Guarantors



1. Celeron Corporation




2. Dapper Tire Co., Inc.




3. Divested Companies Holding Company




4. Divested Litchfield Park Properties, Inc.




5. Goodyear Export Inc.




6. Goodyear Farms, Inc.




7. Goodyear International Corporation




8. Goodyear Western Hemisphere Corporation




9. Wheel Assemblies Inc.




10. Wingfoot Commercial Tire Systems, LLC





 









 








EXHIBIT F




[FORM OF] VERIFICATION LETTER1




From: [Assignee], as Lender




To: Goodyear Dunlop Tires Europe B.V.




Date: [       ]




Dear Sirs:




The Goodyear Tire & Rubber Company

Goodyear Dunlop Tires Europe B.V.

Goodyear Dunlop Tires Germany GmbH

Goodyear Dunlop Tires Operations S.A.

Amended and Restated Revolving Credit Agreement

dated as of April [ ], 2011 (the “Agreement”)



          We refer to the Agreement. Terms defined in the Agreement have the same meaning in this
letter.


          [On the [date of assignment] we will be a Professional Market Party, because [name of
entity] falls within the category [ ] set out in the schedule to this letter.]



or



          [On the [date of assignment] we will be exempted from the requirement to be a Professional
Market Party because we form part of a closed circle (besloten kring) with the European J.V.]


          We enclose with this letter a copy of the documents which provide evidence of this
status.



	 	 	 	 	 
	 	LENDER [NAME OF LENDER],

 	 
	 	by  	 	 
	 	 	Title: 	 
	 	 	 	 
	 





 




			
	1 	 	 Include if applicable. Considered required day one Lenders to provide.




 









 










THE SCHEDULE




DUTCH ACT ON FINANCIAL SUPERVISION CATEGORIES





	(a)	 	a legal entity or a company that holds a license or is otherwise regulated to be active
in the financial markets;
	 
	(b)	 	a legal entity or company that does not hold a license or is not otherwise regulated
to be active in the financial markets and of whose only purpose is investing in
securities;
	 
	(c)	 	a national or regional government body, central bank, international or
supranational financial organizations or other similar international institutions;
	 
	(d)	 	a legal entity or a company that, according to its last annual or consolidated
accounts, meets at least two of the following three criteria;






	 	(A)	 	an average number of employees during the financial year of at least 250;
	 
	 	(B)	 	a total balance sheet of more than €43,000,000 (or equivalent thereof in
another currency);
	 
	 	(C)	 	an annual net turnover of more than €50,000,000 (or equivalent thereof in
another currency).






	(e)	 	a legal entity or a company with its statutory seat in the Netherlands, other than a
legal entity or a company than referred to under (d) above, which, at its own request, has
been registered with the Netherlands Authority for the Financial Markets (Autoriteit
Financiële Markten) (AFM) or another EEA
Member State as a qualified investor.
	 
	(f)	 	a natural person residing in the Netherlands who, at his own request, has been
registered with the AFM or another EEA Member State as a qualified investor and who meets
at least two of the following three criteria:






	 	(i)	 	the natural person has carried out transactions of a significant size on
securities markets with an average frequency of, at least, ten per quarter over the
previous four quarters;
	 
	 	(ii)	 	the size of the securities portfolio is at least €500,000 (or
equivalent thereof in another currency);
	 
	 	(iii)	 	the natural person works or has worked for at least one year in the
financial sector in a professional position which requires knowledge of securities
investment.a Qualified Investor as defined in article 1:1 AFS;




2 









 












	(b)	 	a subsidiary of any of the persons or entities referred to under (a) above provided
that such a subsidiary is subject to consolidated supervision;
	 
	(c)	 	legal entities or companies whose balance sheet, before the repayable funds are made
available, amounts to €500,000,000 or more (or equivalent thereof in another currency);
	 
	(d)	 	individuals or companies with a net equity capital, before the repayable funds are made
available, of at least €10,000,000 (or the equivalent thereof in another currency) and who
has been active in the financial markets with an average of twice a month over a period of
at least two consecutive years before the repayable funds are made available;
	 
	(e)	 	legal entities or companies which have been rated by a professional credit rating
agency that in the opinion of the Dutch Central Bank has sufficient expertise, or which
issues securities or attract repayable funds on the basis of loan agreements that have
been rated by a professional credit rating agency that in the opinion of the Dutch Central
Bank has sufficient expertise;
	 
	(f)	 	legal entities or companies that are established especially:






	 	(i)	 	to perform transactions to obtain claims that serve as collateral for
securities that have been offered or are to be offered;
	 
	 	(ii)	 	to perform transactions involving investments in sub-participation interests
or derived instruments for transferring credit risks, which transactions may be
settled by transferring the claims to the aforementioned legal entity or company,
whereby the rights accruing to them from the sub-participating interests or from
the derivative instruments will serve as collateral for securities offered or to
be offered;
	 
	 	(iii)	 	to extend credit grants for the exclusive benefit of one or more
professional market parties as referred to under (a) and (b) above;






	(g)	 	individuals or companies from which repayable funds are obtained and if;






	 	(i)	 	the nominal value of the first claim (or joint claims ) is at least €50,000
(or equivalent thereof in another currency) and payable as a lump sum; or
	 
	 	(ii)	 	the first claim (or joint claims) is only obtainable by an amount of at
least €50,000 (or equivalent thereof in another currency) and payable as a lump
sum.




3









 











EXHIBIT G




FORM OF AFFILIATE AUTHORIZATION



          This Affiliate Authorization (the “Affiliate Authorization”) is dated as of the Effective
Date set forth below and is entered into by and between the Secured Affiliate (as defined below)
and the Collateral Agent (as defined below). Capitalized terms used but not defined herein shall
have the meanings given to them in the Credit Agreement identified below (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy
of which is hereby acknowledged by the Affiliate.


          For good and valuable consideration, the Secured Affiliate hereby (i) authorizes the
Collateral Agent to execute and deliver, on behalf of and in the name of such Secured Affiliate,
all and any Credit Documents (including without limitation Security Documents) and related
documentation, (ii) authorizes the Collateral Agent to appoint any further agents or attorneys to
execute and deliver, or otherwise to act, on behalf of and in the name of the Collateral Agent for
any such purpose, (iii) authorizes the Collateral Agent to do any and all acts and to make and
receive all declarations which are deemed necessary or appropriate to the Collateral Agent.


          The Secured Affiliate and the Collateral Agent agree that the Secured Affiliate appoints the
Collateral Agent as its joint and several creditor in accordance with Section 9.15 of the Credit
Agreement.


          The Secured Affiliate, by executing and delivering this Affiliate Authorization, acknowledges
receipt of a copy of the Guarantee and Collateral Agreement and approves and agrees to be bound by
and to act in accordance with the terms and conditions of the Guarantee and Collateral Agreement
and each other Security Document, specifically including, without limitation, (i) the provisions of
Article V of the Guarantee and Collateral Agreement (governing the distribution of proceeds
realized from the exercise of remedies under the Security Documents), (ii) the provisions of
Article VI of the Guarantee and Collateral Agreement (governing the manner in which Acts of the
Secured Parties are to be evidenced and the manner in which the amounts of the Obligations and the
other Obligations (as defined in the Guarantee and Collateral Agreement) are to be determined at
any time), (iii) the provisions of Articles VII and XVIII of the Guarantee and Collateral Agreement
(relating to the duties and responsibilities of the Collateral Agent and providing for the
indemnification and the reimbursement of expenses of the Collateral Agent by the Secured Parties),
and (iv) the provisions of Section 11.13 of the Guarantee and Collateral Agreement (providing for
releases of Guarantees of and Collateral securing the Obligations). The Secured Affiliate hereto
further agrees that the parties to the other Security Documents shall perform their obligations
thereunder in accordance with the foregoing provisions of the Guarantee and Collateral Agreement.


          In addition, the Secured Affiliate hereby consents to, and directs the Administrative Agent
and the Collateral Agent on its behalf to enter into, any amendment of the Credit Documents that
provides for the Collateral to secure, with a priority not



 









 








greater than that of the Liens securing the Obligations, Swap Agreements entered into with any
Lender or with any Lender under any Credit Facilities Agreement and any refinancings thereof
and for Guarantees by the Guarantors of such Swap Agreements, provided that the applicable
approvals for such amendments have been obtained under each applicable Credit Facilities
Agreement (other than the Credit Agreement) and the documentation governing any such
refinancing.



          The Secured Affiliate hereby relieves the Collateral Agent from the self-dealing restrictions
imposed by Section 181 of the German Civil Code and the Collateral Agent may also relieve agents
and attorneys appointed pursuant to the powers granted under this Affiliate Authorization from the
restrictions imposed by Section 181 of the German Civil Code. For the purposes of Italian law, the
Secured Affiliate expressly authorizes the Collateral Agent (and any agents and attorneys appointed
under this Affiliate Authorization) 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 Affiliate Authorization, the Credit Agreement, the
Guarantee and Collateral Agreement and the other Security Documents. Any attorney appointed by the
Collateral Agent pursuant to this Affiliate Authorization may grant sub-power to a sub-attorney in
the same scope.



	 	 	 	 	 

	1.

	 	Secured Affiliate:
	 	[      ]
	 
	2.

	 	Collateral Agent:
	 	JPMorgan Chase Bank, N.A., as the Collateral
	 

	 	 	 	Agent under the Credit Agreement
	 
	 	 	 	 
	3.

	 	Administrative Agent
	 	J.P. Morgan Europe Limited, as the
	 

	 	 	 	Administrative Agent and Collateral Agent under
	 

	 	 	 	the Credit Agreement
	 
	 	 	 	 
	3.

	 	Credit Agreement:
	 	The Credit Agreement dated as of March 31,
	 

	 	 	 	2003, as amended and restated as of April 8,
	 

	 	 	 	2005, as further amended and restated as of
	 

	 	 	 	April 20, 2007, as further amended and restated
	 

	 	 	 	as of April [ ], 2011, among The Goodyear Tire
	 

	 	 	 	& Rubber Company, Goodyear Dunlop Tires
	 

	 	 	 	Europe B.V., Goodyear Dunlop Tires Germany
	 

	 	 	 	GmbH, Goodyear Dunlop Tires Operations S.A.,
	 

	 	 	 	the Lenders parties thereto, J.P. Morgan Europe
	 

	 	 	 	Limited, as Administrative Agent, and JPMorgan
	 

	 	 	 	Chase Bank, N.A., as Collateral Agent
	 
	 	 	 	 
	4.

	 	Effective Date:
	 	[      ]






2









 





          The terms set forth in this Affiliate Authorization are hereby agreed to:



	 	 	 	 	 
	 	SECURED AFFILIATE,

 	 
	 	by  	


 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	J.P. MORGAN EUROPE LIMITED, 
as
Administrative Agent,

 	 
	 	by  	


 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,
 as
Collateral Agent,

 	 
	 	by  	


 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



3 









 






	 	 	 	 	 



EXHIBIT H




MANDATORY COSTS RATE





	1.	 	The Mandatory Costs Rate is an addition to the interest rate to compensate Lenders for the
cost of compliance with (a) the requirements of the Bank of England and/or the Financial
Services Authority (or, in either case, any other authority which replaces all or any of its
functions) or (b) the requirements of the European Central Bank.
	 
	2.	 	On the first day of each Interest Period (or as soon as possible thereafter) the
Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost
Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Costs
Rate will be calculated by the Administrative Agent as a weighted average of the Lenders’
Additional Cost Rates (weighted in proportion to the percentage participation of each Lender
in the relevant Borrowing) and will be expressed as a percentage rate per annum.
	 
	3.	 	The Additional Cost Rate for any Lender lending from an office of such Lender in a
Participating Member State will be the percentage notified by that Lender to the
Administrative Agent. This percentage will be certified by that Lender in its notice to the
Administrative Agent to be its reasonable determination of the cost (expressed as a percentage
of that Lender’s participation in all Loans made from that lending office) of complying with
the minimum reserve requirements of the European Central Bank in respect of loans made from
that lending office.
	 
	4.	 	The Additional Cost Rate for any Lender lending from a lending office in the United
Kingdom will be calculated by the Administrative Agent as follows:






	 	(a)	 	in relation to a Loan denominated in Pounds Sterling:





	 	 	 	 	 

	 

	 	AB +C(B – D) + E x 0.01
 

100 – (A +C)
	 	per cent. per annum







	 	(b)	 	in relation to a Loan in any currency other than Pounds Sterling:





	 	 	 	 	 

	 

	 	E x 0.01
 

300
	 	per cent. per annum.







	 	 	 	Where:






	 	 A 	 	is the percentage of Eligible Liabilities (assuming these to be in excess of any stated
minimum) which that Lender is from time to time required to maintain as an interest free
cash ratio deposit with the Bank of England to comply with cash ratio requirements.
	 
	 	B	 	is the percentage rate of interest (excluding the applicable interest rate margin
under Section 2.13(a) and the Mandatory Costs Rate and, if the




 









 












	 	 	 	Loan is due and unpaid, the additional rate of interest specified in Section
2.13(b)) payable for the relevant Interest Period on the Loan.






	 	C	 	is the percentage (if any) of Eligible Liabilities which that Lender is required from
time to time to maintain as interest bearing Special Deposits with the Bank of England.
	 
	 	D	 	is the percentage rate per annum payable by the Bank of England to the
Administrative Agent on interest bearing Special Deposits.
	 
	 	E	 	is designed to compensate Lenders for amounts payable under the Fees
Rules and is the most recent rate of charge payable by the Administrative Agent
to the Financial Services Authority pursuant to the Fee Rules in respect of the
relevant financial year of the Financial Services Authority and expressed in
pounds per £1,000,000.






	5.	 	For the purposes of this Schedule:






	 	(a)	 	“Eligible Liabilities” and “Special Deposits” have the meanings given to them from
time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate)
by the Bank of England;
	 
	 	(b)	 	“Fees Rules” means the rules on periodic fees contained in the FSA Supervision
Manual or such other law or regulation as may be in force from time to time in respect
of the payment of fees for the acceptance of deposits;
	 
	 	(c)	 	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity
group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required
pursuant to the Fees Rules but taking into account any applicable discount rate);
	 
	 	(d)	 	“Participating Member State” means any member state of the European Communities that
adopts or has adopted the Euro as its lawful currency in accordance with legislation of
the European Community relating to Economic and Monetary Union.
	 
	 	(e)	 	“Tariff Base” has the meaning given to it in, and will be calculated in accordance
with, the Fees Rules.






	6.	 	In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A
negative result obtained by subtracting D from B shall be taken as zero. The resulting figures
shall be rounded to four decimal places.
	 
	7.	 	Each Lender shall supply any information required by the Administrative Agent for the
purpose of calculating its Additional Cost Rate. In particular, but without




2









 






	 	 	limitation, each Lender shall supply the following information on or prior to the date
on which it becomes a Lender:






	 	(a)	 	the jurisdiction of its lending office; and
	 
	 	(b)	 	any other information that the Administrative Agent may reasonably require for
such purpose.






	 	 	Each Lender shall promptly notify the Administrative Agent of any change to
the information provided by it pursuant to this paragraph.
	 
	8.	 	The percentages of each Lender for the purpose of A and C above shall be determined by the
Administrative Agent based upon the information supplied to it pursuant to paragraph 7 above
and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary,
each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same
as those of a typical bank from its jurisdiction of incorporation with a lending office in the
same jurisdiction as its lending office.
	 
	9.	 	The Administrative Agent shall have no liability to any person if such determination
results in an Additional Cost Rate which over or under compensates any Lender and shall be
entitled to assume that the information provided by any Lender pursuant to paragraphs 3 and
7 above is true and correct in all respects.
	 
	10.	 	The Administrative Agent shall distribute the additional amounts received as a result of the
Mandatory Costs Rate to the Lenders on the basis of the Additional Cost Rate for each Lender
based on the information provided by each Lender pursuant to paragraphs 3 and 7 above.
	 
	11.	 	Any determination by the Administrative Agent pursuant to this Exhibit in relation to a
formula, the Mandatory Costs Rate, an Additional Cost Rate or any amount payable to a Lender
shall, in the absence of manifest error, be conclusive and binding on all parties hereto.
	 
	12.	 	The Administrative Agent may from time to time, after consultation with
Goodyear (or the European J.V.) and the Lenders, determine and notify to all parties hereto
any amendments which are required to be made to this Exhibit in order to comply with any
change in law, regulation or any requirements from time to time imposed by the Bank of
England, the Financial Services Authority or the European Central Bank (or, in any case,
any other authority which replaces all or any of its functions) and any such determination
shall, in the absence of manifest error, be conclusive and binding on all parties hereto.




3









 











EXHIBIT I




FORM OF GERMAN TAX CERTIFICATE




[Letterhead: Facility Agent]




To: [German Borrower]




(“ Borrower”)




Certification for presentation to the Tax Office for the purposes of Section 8a of Germany’s
Corporation Tax Law




You have asked J.P. Morgan Europe Limited, acting as Administrative Agent upon instruction and on
behalf of the Lenders set forth in Annex 1 (“Banks”) to issue a Certification for presentation to
the Tax Office for the purposes of the Corporation Tax Law.1 We hereby declare regarding
the credit facility dated April [ ], 2011 in the amount of EUR [     ] (“Loan”) to [     ].




o No securities on capital claims of persons other than the Borrower have been
granted.2




o The following securities have been granted by persons other than the Borrower:




1. Security in rem




o Pledges/Liens (e.g. of deposits)




 





o Assignments (e.g. assignments of receivables)




 





2. Personal security (e.g. surety, guarantee, assumption of debt)




 





linked with the following:




o Securities in rem (e.g. on deposits)




 





o Assignments (e.g. assignments of receivables; global assignments)




 





o Submission to immediate foreclosure in respect of all or certain assets





 









 








 





o Agreed restraints on disposal




 





o Other agreements (e.g. pledges/liens under the General Standard Terms and Conditions)3





 





3. Securities as mentioned above that have been waived during the term of the Loan




 





Other comments4




 





This Certification is based solely on information that is known to the employees of the Banks who
have worked on the Loans.




In providing this Certification, the Banks – in the first place for legal reasons – are not
offering any consultancy services on tax matters. In particular, the Banks will not be responsible
or liable for the Borrower’s success in obtaining any tax benefits which are the objective of this
Certification.




	 	 	 

	Yours sincerely,

	 	 
	 
	 
	 	 	 

	[Administrative Agent]

	 	 






acting as agent for the Banks









Explanations:






 




1 The declaration should only be issued at the request of the Borrower on the
occasion of one of the legal transactions mentioned (loan etc.) by the Bank/Savings Bank;
furthermore, it must be issued spontaneously by the issuer of the original Certification
whenever any change is made in the contract or in the securities which have been provided.




2 The list of securities granted by third parties must be supplied and the grantors of
the securities must be named regardless of whether not merely short-term deposits or not
merely short-term other capital claims within the meaning of marginal note 20 of the FMOF
letter of 15 July 2004 on Section 8a Corporation Tax Law (Federal Tax Gazette I 2004 p. 593)
are involved. Furthermore, this information must be provided regardless of whether the
security depends on the fulfilment of a condition (e.g. security is provided or the debt
secured falls due) or on the expiration of a period.




3 All the securities and trust relationships granted for the loan must also be included
(e.g. encumbrance of real property, mortgage, letter of responsibility, assignment as
security).




4 Enter here if (other) persons who are not borrowers have granted security, but have
not released the bank from existing bank secrecy as regards this Certification.





2