exv4w1






Exhibit 4.1




THE GOODYEAR TIRE & RUBBER COMPANY




and




the SUBSIDIARY GUARANTORS party hereto from time to time



and



WELLS FARGO BANK, N.A., successor to The Chase Manhattan Bank, as



Trustee



FIRST SUPPLEMENTAL INDENTURE



Dated as of March 5, 2010



To the Indenture, dated as of March 1, 1999,



between The Goodyear Tire & Rubber Company,



and



The Chase Manhattan Bank, as Trustee



8.75% Notes due 2020



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1 Definitions and Other Provisions of General Application
	 	 	2	 
	 
	 	 	 	 
	SECTION 1.01 Definitions
	 	 	2	 
	 
	 	 	 	 
	SECTION 1.02 Effect of Headings and Table of Contents
	 	 	8	 
	 
	 	 	 	 
	SECTION 1.03 Separability Clause
	 	 	8	 
	 
	 	 	 	 
	SECTION 1.04 Benefits of First Supplemental Indenture
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 2 8.75% Notes due 2020
	 	 	8	 
	 
	 	 	 	 
	SECTION 2.01 Creation of Series; Establishment of Form
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 3 Covenants
	 	 	12	 
	 
	 	 	 	 
	SECTION 3.01 Future Subsidiary Guarantors
	 	 	12	 
	 
	 	 	 	 
	SECTION 3.02 Suspension of Certain Covenant
	 	 	12	 
	 
	 	 	 	 
	SECTION 3.03 Change of Control
	 	 	12	 
	 
	 	 	 	 
	SECTION 3.04 Limitations on Secured Indebtedness
	 	 	13	 
	 
	 	 	 	 
	SECTION 3.05 Limitation on Sale and Leaseback Transactions
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 4 Subsidiary Guarantees
	 	 	16	 
	 
	 	 	 	 
	SECTION 4.01 Guarantees
	 	 	16	 
	 
	 	 	 	 
	SECTION 4.02 Limitation on Liability
	 	 	17	 
	 
	 	 	 	 
	SECTION 4.03 Successors and Assigns
	 	 	17	 
	 
	 	 	 	 
	SECTION 4.04 No Waiver
	 	 	17	 
	 
	 	 	 	 
	SECTION 4.05 Modification
	 	 	17	 
	 
	 	 	 	 
	SECTION 4.06 Release of Subsidiary Guarantors
	 	 	18	 
	 
	 	 	 	 
	SECTION 4.07 Contribution
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 5 Consolidation, Merger, Conveyance, Transfer or Lease
	 	 	18	 
	 
	 	 	 	 
	SECTION 5.01. Company May Consolidate, etc., Only on Certain
Terms
	 	 	18	 
	 
	 	 	 	 
	SECTION 5.02. Successor Corporation to be Substituted
	 	 	19	 






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	 	 	Page	 
	SECTION 5.03. Opinion of Counsel to be Given Trustee
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 6 Miscellaneous Provisions
	 	 	20	 
	 
	 	 	 	 
	SECTION 6.01 Effectiveness
	 	 	20	 
	 
	 	 	 	 
	SECTION 6.02 Original Issue
	 	 	20	 
	 
	 	 	 	 
	SECTION 6.03 Ratification and Integral Part
	 	 	20	 
	 
	 	 	 	 
	SECTION 6.04 Priority
	 	 	21	 
	 
	 	 	 	 
	SECTION 6.05 Counterparts
	 	 	21	 
	 
	 	 	 	 
	SECTION 6.06 The Trustee
	 	 	21	 
	 
	 	 	 	 
	SECTION 6.07 Governing Law
	 	 	21	 
	 
	 	 	 	 
	Exhibit A            Form of Notes
	 	 	A-1	 
	Exhibit B            Form of Supplemental Indenture
	 	 	B-1	 






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     FIRST SUPPLEMENTAL INDENTURE, dated as of March 5, 2010 (this “First Supplemental Indenture”),
among THE GOODYEAR TIRE & RUBBER COMPANY, a corporation duly organized and existing under the laws
of the State of Ohio (herein called the “Company”), having its principal offices at 1144 East
Market Street, Akron, Ohio 44316-00001, CELERON CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware, DAPPER TIRE CO., INC., a corporation duly
organized and existing under the laws of the State of California, DIVESTED COMPANIES HOLDING
COMPANY, a corporation duly organized and existing under the laws of the State of Delaware,
DIVESTED LITCHFIELD PARK PROPERTIES, INC., a corporation duly organized and existing under the laws
of the State of Arizona, GOODYEAR CANADA INC., a corporation duly organized and existing under the
laws of the Province of Ontario, GOODYEAR EXPORT INC., a corporation duly organized and existing
under the laws of the State of Delaware, GOODYEAR FARMS, INC., a corporation duly organized and
existing under the laws of the State of Arizona, GOODYEAR INTERNATIONAL CORPORATION, a corporation
duly organized and existing under the laws of the State of Delaware, GOODYEAR WESTERN HEMISPHERE
CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware,
WHEEL ASSEMBLIES INC., a corporation duly organized and existing under the laws of the State of
Delaware, WINGFOOT COMMERCIAL TIRE SYSTEMS, LLC, a limited liability company duly organized and
existing under the laws of the State of Ohio, WINGFOOT VENTURES EIGHT INC., a corporation duly
organized and existing under the laws of the State of Delaware (together with each other Subsidiary
that has issued a Subsidiary Guarantee, the “Subsidiary Guarantors”), and WELLS FARGO BANK, N.A.,
successor to The Chase Manhattan Bank, as trustee (the “Trustee”) under the Indenture, dated as of
March 1, 1999, between the Company and the Trustee (the “Base Indenture”).



     RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS



     WHEREAS, the Company and the Trustee are parties to the Base Indenture, which provides for the
issuance from time to time of unsecured debt securities of the Company;



     WHEREAS, Section 9.01(g) of the Base Indenture permits supplements thereto without the consent
of Holders of Securities to establish the form or terms of Securities of any series as permitted by
Sections 2.01 and 3.01 of the Base Indenture;



     WHEREAS, as contemplated by Section 3.01 of the Base Indenture, the Company intends to issue a
new series of Securities to be known as the Company’s “8.75% Notes due 2020” (the “Notes”) under
the Indenture;



     WHEREAS, each of the Subsidiary Guarantors has agreed, on the terms and subject to the
conditions contained herein, to guarantee payment of the Guaranteed Obligations;



     WHEREAS, the Company and the Subsidiary Guarantors have taken all necessary corporate action
to authorize the execution and delivery of this First Supplemental Indenture, the Notes and the
Subsidiary Guarantees;



     NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:



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     For and in consideration of the premises and the other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company, the Subsidiary Guarantors and
the Trustee mutually agree as follows:



ARTICLE 1




Definitions and Other Provisions of General Application



          SECTION 1.01 Definitions. For all purposes of this First Supplemental Indenture,
except as otherwise expressly provided or unless the context otherwise requires, all terms used in
this First Supplemental Indenture that are defined in the Base Indenture and not defined in this
First Supplemental Indenture shall have the meanings ascribed to them by the Base Indenture. All
terms defined in both this First Supplemental Indenture and the Base Indenture shall have the
meanings ascribed to them by this First Supplemental Indenture. For all purposes of this First
Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise
requires:




          (a) the terms defined in this First Supplemental Indenture have the meanings assigned to them
in this Article and include the plural as well as the singular;




          (b) all other terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, and are not defined herein or in the Base Indenture, have the meanings
assigned to them therein;




          (c) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles, and, except as otherwise herein expressly
provided, the term “generally accepted accounting principles” with respect to any computation
required or permitted hereunder shall mean such accounting principles as are generally accepted at
the date of such computation;




          (d) Unless the context otherwise requires, any reference to an “Article” or “Section” refers
to an Article or a Section, as the case may be, of this First Supplemental Indenture; and




          (e) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to
this First Supplemental Indenture as a whole and not to any particular Article, Section or other
subdivision.




     “Attributable Debt” means, with respect to any Sale and 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 and Leaseback Transaction (including any period for which such lease has been
extended). In the case of any lease which is terminable by the lessee upon payment of a penalty,
the Attributable Debt shall be the lesser of:



     (i) the Attributable Debt determined assuming termination upon the first date such lease may
be terminated (in which case the Attributable Debt shall also include the amount of the



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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.



     “Base Indenture” has the meaning set forth in the first paragraph of this First Supplemental
Indenture.



     “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 equity.



     “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.



     “Change of Control” means the occurrence of any of the following events:




	 	(1)	 	any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that for purposes of this clause (1) such person shall be deemed
to have “beneficial ownership” of all shares that any such person has the right to
acquire, whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of more than 50% of the total voting power of the Voting
Stock of the Company;
	 
	 	(2)	 	during any period of two consecutive years, individuals who at the beginning of
such period constituted the board of directors of the Company (together with any new
directors whose election by such board of directors of the Company or whose nomination
for election by the shareholders of the Company was approved by a vote of a majority of
the directors of the Company then still in office who were either directors at the
beginning of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the board of directors of
the Company then in office;
	 
	 	(3)	 	the adoption of a plan relating to the liquidation or dissolution of the
Company; or
	 
	 	(4)	 	the merger or consolidation of the Company with or into another Person or the
merger of another Person with or into the Company, or the sale of all or substantially
all the assets of the Company (as determined on a consolidated basis) to another
Person, and, in the case of any such merger or consolidation, the securities of the
Company that are outstanding immediately prior to such transaction and which represent
100% of the aggregate voting power of the Voting Stock of the Company are changed into
or exchanged for cash, securities or property, unless pursuant to such transaction such
securities are changed into or exchanged for, in addition to any other consideration,
securities of the surviving




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	 	 	 	Person or transferee that represent immediately after such transaction, at least a
majority of the aggregate voting power of the Voting Stock of the surviving Person
or transferee.





     “Change of Control Offer” has the meaning specified in Section 3.03.



     “Company” has the meaning set specified in the first paragraph of this First Supplemental
Indenture.



     “Company Sale” has the meaning specified in Section 5.01.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to
be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Notes.



     “Comparable Treasury Price” means, with respect to any Redemption Date, (i) the yield, under
the heading which represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue or (ii) if such release (or any successor release) is not published or does not contain such
prices on such Business Day, (A) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (B) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.



     “Depositary” means The Depository Trust Company, or any successor thereto.



     “Default” means any event which is, or after notice and/or lapse of time would become, an
Event of Default with respect to the Notes.



     “Excluded Subsidiary” means any Subsidiary that (i) is an “Unrestricted Subsidiary” for
purposes of each of the U.S. Credit Agreements and each of the Specified Notes, and any Refinancing
(or successive Refinancings) of the same, in each case as amended, amended and restated,
supplemented, waived or otherwise modified from time to time in accordance with its terms, and (ii)
does not guarantee any Indebtedness under any of the debt facilities or securities described in
clause (i).



     “First Supplemental Indenture” has the meaning set forth in the first paragraph of this First
Supplemental Indenture.



     “GAAP” means generally accepted accounting principles in the United States of America as in
effect as of the date of this First Supplemental Indenture set forth in:



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	 	(1)	 	the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants,
	 
	 	(2)	 	statements and pronouncements of the Financial Accounting Standards Board,
	 
	 	(3)	 	such other statements by such other entities as approved by a significant
segment of the accounting profession, and
	 
	 	(4)	 	the rules and regulations of the Securities and Exchange Commission governing
the inclusion of financial statements (including pro forma financial statements) in
periodic reports required to be filed pursuant to Section 13 of the Exchange Act,
including opinions and pronouncements in staff accounting bulletins and similar written
statements from the accounting staff of the Securities and Exchange Commission.




All ratios and computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP.




     “Global Security” has the meaning specified in Section 2.01(15).



     “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);




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.




     “Guaranteed Obligations” means the principal and interest on the Notes when due, whether at
Stated Maturity, by acceleration or otherwise, and all other obligations, monetary or otherwise, of
the Company relating to the Notes under the Indenture and the Notes (including expenses and
indemnification).



     “Guarantor Sale” has the meaning specified in Section 5.01.



     “Indenture” has the meaning specified in the Base Indenture.



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     “Independent Investment Banker” means one of the Reference Treasury Dealers, as appointed by
the Company.



     “Interest Payment Date” has the meaning set forth in Section 2.01(5).



     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by Standard & Poor’s, or an equivalent rating by any other
Rating Agency.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Notes” has the meaning set forth in the Recitals.



     “Original Issue Date” means the date or dates on which the Notes are issued.



     “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.



     “Rating Agency” means Standard & Poor’s and Moody’s or if Standard & Poor’s or Moody’s or both
shall not make a rating on the Notes publicly available, a nationally recognized statistical rating
agency or agencies, as the case may be, selected by the Company (as certified by a resolution of
the board of directors) which shall be substituted for Standard & Poor’s or Moody’s or both, as the
case may be.



     “Reference Treasury Dealer” means each of Citigroup Global Markets Inc., and its successors,
and, at the option of the Company, other primary U.S. Government securities dealers in New York
City selected by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Independent Investment Banker, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date.



     “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.



     “Regular Record Date” means February 1 and August 1 (whether or not a Business Day) of each
year.



     “Remaining Scheduled Payments” means, with respect to any Note, the remaining scheduled
payments of the principal thereof to be redeemed and interest thereon that would be



-6-









 




due after the related Redemption Date but for such redemption; provided, however, that, if
such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the
next succeeding scheduled interest payment thereon will be reduced by the amount of interest
accrued thereon to such Redemption Date.




     “Reversion Date” has the meaning specified in Section 3.02.



     “Specified Notes” means the Company’s 8.625% Senior Notes due 2011, 9% Senior Notes due 2015
and 10.5% Senior Notes due 2016, in each case, together with the respective indentures, officer’s
certificates, supplemental indentures and notes, as applicable, governing the same.



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



     “Stated Maturity” has the meaning specified in Section 2.01(4).



     “Subsidiary Guarantee” means each Guarantee of the obligations with respect to the Notes
issued by a Subsidiary of the Company pursuant to the terms of the Indenture.



     “Subsidiary Guarantor” has the meaning set forth in the first paragraph of this First
Supplemental Indenture.



     “Successor Company” has the meaning specified in Section 5.01.



     “Successor Guarantor” has the meaning specified in Section 5.01.



     “Suspension Date” has the meaning specified in Section 3.02.



     “Suspended Covenant” has the meaning specified in Section 3.02.



     “Suspension Period” has the meaning specified in Section 3.02.



     “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.



     “Trustee” means the party named as such in the first paragraph of this First Supplemental
Indenture until a successor replaces it and, thereafter, means the successor.



     “U.S. Credit Agreements” means (i) the Amended and Restated First Lien Credit Agreement,
dated as of April 20, 2007, among the Company, the lenders party thereto, the issuing banks party
thereto, Citicorp USA, Inc., as Syndication Agent, Bank of America, N.A., BNP Paribas, The CIT
Group/Business Credit, Inc., General Electric Capital Corporation, GMAC Commercial Finance LLC,
Wells Fargo Foothill, as Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative
Agent and Collateral Agent, and (ii) the Amended and Restated Second Lien Credit Agreement, dated
as of April 20, 2007, among the



-7-









 




Company, the lenders party thereto, Deutsche Bank Trust Company Americas, as Collateral Agent,
and JPMorgan Chase Bank, N.A., as Administrative Agent,




     “U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other than
Dollars, at any time for determination thereof, the number 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.



     “Voting Stock” of a Person means all classes of Capital Stock or other interests (including
partnership interests) of such Person then outstanding and normally entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.



          SECTION 1.02 Effect of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.




          SECTION 1.03 Separability Clause. In case any provision in this First Supplemental
Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.




          SECTION 1.04 Benefits of First Supplemental Indenture. Nothing in this First
Supplemental Indenture or in the Notes, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder and the Holders of Notes, any benefit or any
legal or equitable right, remedy or claim under this First Supplemental Indenture or the Indenture.




ARTICLE 2




8.75% Notes due 2020



          SECTION 2.01 Creation of Series; Establishment of Form. The Company has established a
series of Securities for issuance, authentication and delivery pursuant to the Indenture. Such
series of Securities shall have the following terms and conditions:





     (1) The series of Securities shall be known as the “8.75% Notes due 2020”.




     (2) The aggregate principal amount of Notes which may be authenticated and delivered
under the Indenture (other than pursuant to Sections 3.04, 3.05, 3.06, 3.09 or 11.07 of the
Base Indenture and other than any Notes which, pursuant to Section 3.03 of the Base
Indenture, are deemed never to have been authenticated and delivered under the Indenture) is
$282,387,000.




     (3) Interest on the Notes shall be payable to the Person in whose name such Notes are
registered at the close of business on the Regular Record Date for such interest



-8-









 







at the
office of the Trustee maintained for such purpose, provided that the Company may pay
interest by check mailed to the address of the Person entitled thereto at such address as
shall appear in the Security Register at the relevant Interest Payment Date; provided
further that, with respect to Notes represented by Global Securities, the Company shall make
payments of interest by wire transfer of immediately available funds to the account
specified by the Depositary.




     (4) The principal amount of the Notes shall be payable on August 15, 2020 (the “Stated
Maturity”).




     (5) The interest rate to be borne by the Notes shall be 8.75% per annum, accruing from
the most recent date to which interest has been paid or duly provided for or, if no interest
has been paid or duly provided for, from and including March 5 2010, to and including August
15, 2020, and shall be payable on each February 15 and August 15, commencing August 15, 2010
(“Interest Payment Dates”) and the Regular Record Date in respect of each Interest Payment
Date shall be the February 1 immediately preceding a February 15 Interest Payment Date and
the August 1 immediately preceding an August 15 Interest Payment Date. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.




     (6) The payment of the principal of and any premium and interest on the Notes shall be
payable at the office of the Trustee maintained for such purpose; provided that the Company
may, at its option, make payment of interest by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register at the relevant
Interest Payment Date; provided further that, with respect to Notes represented by Global
Securities, the Company shall make payments of principal, premium, if any, and interest by
wire transfer of immediately available funds to the account specified by the Depositary.




     (7) The Notes are subject to redemption, as a whole at any time or in part from time to
time, at the sole election of the Company, upon not less than 30 or more than 60 days’
notice by mail to the Depositary at a Redemption Price equal to the greater of (1) 100% of
their principal amount, and (2) the sum of the present values of the Remaining Scheduled
Payments thereon, discounted to the Redemption Date, on a semiannual basis, at the Treasury
Rate plus fifty basis points (0.50%), plus in each case accrued interest thereon to the
Redemption Date. In determining the Redemption Price and accrued interest, interest shall be
computed on the basis of a 360-day year of twelve 30-day months. If money sufficient to pay
the redemption price of and accrued interest on all Notes (or the portions thereof) to be
redeemed on the Redemption Date is deposited with the Trustee on or before the Redemption
Date and the conditions specified in Article 11 of the Base Indenture are satisfied, on and
after such date interest will cease to accrue on such Notes (or such portions thereof)
called for redemption. Notwithstanding any provision to the contrary contained in Section
11.04 of the Base Indenture, any notice of redemption may, at the Company’s sole discretion,
be made subject to the Company’s successful completion of a financing transaction.



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     (8) There shall be no provision obligating the Company to redeem or purchase the Notes
pursuant to any sinking fund or analogous provisions.




     (9) The Notes are issuable in fully registered form without coupons and in
denominations of $1,000 or any integral multiple thereof.




     (10) The Notes shall be denominated in, and the principal of and interest and premium,
if any, on the Notes shall be payable only in, United States Dollars.




     (11) The Redemption Price in respect of the Notes shall be determined as follows: that
amount equal to the greater of (1) 100% of the principal amount, and (2) the sum of the
present values of the Remaining Scheduled Payments thereon, discounted to the Redemption
Date, on a semiannual basis, at the Treasury Rate plus fifty basis points (0.50%), plus in
each case accrued interest thereon to the Redemption Date. In determining the Redemption
Price and accrued interest, interest shall be computed on the basis of a 360-day year of
twelve 30-day months.




     (12) The principal of and any premium or interest on the Notes shall be payable only in
United States Dollars.




     (13) The entire principal amount of the Notes shall be payable upon the declaration of
acceleration of the Maturity of the Notes pursuant to Section 5.02 of the Base Indenture in
the manner and with the effect provided in the Base Indenture.




     (14) Sections 13.02 and 13.03 of the Base Indenture shall apply to the Notes.




     (15) The Notes will be represented by one or more global securities (collectively, the
“Global Securities”) registered in the name of Cede & Co., a partnership nominee of The
Depository Trust Company, New York, New York (the “Depositary”), or another nominee of the
Depositary. The Global Securities may be transferred, in whole and not in part, only to the
Depositary or another nominee of the Depositary.




          The Depositary will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Notes represented by such Global Securities to the
accounts of institutions that have accounts with the Depositary or its nominee
(“participants”). Ownership of beneficial interests in the Global Securities will be limited
to participants or persons that may hold interests through participants. Ownership of
interests in such Global Securities will be shown on, and the transfer of those ownership
interests will be effected through, records maintained by the Depositary (with respect to
participants’ interests) and such participants (with respect to the owners of beneficial
interests in such Global Securities).




          So long as the Depositary, or its nominee, is the registered holder and owner of the
Global Securities, the Depositary or such nominee, as the case may be, will be considered
the sole owner and holder of the Notes for all purposes under the Indenture.



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          The Global Securities are exchangeable for Notes in definitive form of like tenor as
such Global Securities in denominations of $1,000 and in any greater amount that is an
integral multiple thereof if (i) the Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for the Global Securities or if at any time the Depositary
ceases to be a clearing agency registered under the Exchange Act, (ii) the Company in its
discretion at any time determines not to have all of the Notes represented by the Global
Securities and notifies the Trustee thereof, or (iii) an Event of Default has occurred and
is continuing with respect to the Notes.




     (16) The Events of Default applicable to the Notes are set forth at clauses (a), (b),
(d), (e), (f) and (g) of Sections 5.01 of the Base Indenture; clause (c) of Section 5.01 of
the Base Indenture shall not apply to the Notes. The following events shall constitute
“Events of Default” under Section 5.01(g) of the Base Indenture:




(i) the Company or any Restricted Subsidiary fails to comply with Section 3.03 of
this First Supplemental Indenture (other than a failure to purchase Notes) and such
failure continues for 30 days after receipt by the Company of written notice sent by
registered or certified mail, to the Company by the Trustee, or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the Notes at the
time Outstanding, specifying such failure and requiring the same to be remedied and
stating that such notice is a “Notice of Default” under the Indenture; and




(ii) any Subsidiary Guarantee ceases to be in full force and effect in all material
respects (except as contemplated by the terms of this First Supplemental Indenture)
or any Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor’s
obligations under this First Supplemental Indenture or any Subsidiary Guarantee and
such Default continues for 10 days after receipt by the Company of written notice
sent by registered or certified mail, to the Company by the Trustee, or to the
Company and the Trustee by the Holders of at least 25% in principal amount of the
Notes at the time Outstanding, specifying such failure and requiring the same to be
remedied and stating that such notice is a “Notice of Default” under the Indenture.




     (17) Section 5.02 of the Base Indenture shall apply without variation, except that
clause (c) of Section 5.01 of the Base Indenture shall not be operative with respect to, and
shall not apply to, the Notes or to Section 5.02 of the Base Indenture.




     (18) Sections 8.01, 8.02, 8.03, 10.05 and 10.06 of the Base Indenture shall not apply
to the Notes.




     (19) This First Supplemental Indenture sets forth the terms of the Notes that are not
otherwise specified in the Base Indenture.




     (20) The form of Global Security is attached to this First Supplemental Indenture as
Exhibit A.



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ARTICLE 3




Covenants



          SECTION 3.01 Future Subsidiary Guarantors. Subject to Section 3.02, the Company shall
cause each Subsidiary (other than any Excluded Subsidiary) that Guarantees any Indebtedness of the
Company or of any Subsidiary Guarantor to become a Subsidiary Guarantor, and if applicable, execute
and deliver to the Trustee a supplemental indenture in the form set forth in Exhibit B hereto,
pursuant to which such Subsidiary shall Guarantee payment of the Guaranteed Obligations. Each
Subsidiary Guarantee shall be limited to an amount not to exceed the maximum amount that can be
Guaranteed by that Subsidiary Guarantor, without rendering the Subsidiary Guarantee, as it relates
to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally.




          SECTION 3.02 Suspension of Covenant. (a) Following the first day (the “Suspension
Date”) that:





(i) the Notes have an Investment Grade Rating from both of the Rating Agencies, and




(ii) no Default has occurred and is continuing under the Indenture with respect to
the Notes,


the Company and its Subsidiaries will not be subject to Section 3.01 (the “Suspended Covenant”).
In addition, the Company may elect to suspend the Subsidiary Guarantees.




          (b) In the event that the Company and its Subsidiaries are not subject to the Suspended
Covenant for any period of time as a result of the foregoing and on any subsequent date (the
“Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or
downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company and
its Subsidiaries (other than Excluded Subsidiaries) shall thereafter again be subject to the
Suspended Covenant with respect to future events and the Subsidiary Guarantees shall be
reinstated. The period of time between the Suspension Date and the Reversion Date is referred to
herein as the “Suspension Period.”




          (c) Notwithstanding that the Suspended Covenant may be reinstated, no default shall be deemed
to have occurred as a result of a failure to comply with the Suspended Covenant during the
Suspension Period. The Company shall notify the Trustee of the occurrence of any Suspension Date
or Reversion Date.




          SECTION 3.03 Change of Control. (a) Upon the occurrence of a Change of Control, each
Holder of Notes shall have the right to require the Company to purchase all or any part of such
Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof plus
accrued and unpaid interest to the date of purchase (subject to the right of Holders of record on
the relevant Record
Date to receive interest due on the relevant Interest Payment Date), in accordance with
Section 3.03(b).




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          (b) Within 30 days following any Change of Control, the Company shall mail a notice to each
Holder of Notes with a copy to the Trustee (the “Change of Control Offer”), stating:





     (1) that a Change of Control has occurred and that such Holder has the right to require
the Company to purchase all or a portion of such Holder’s Notes at a purchase price in cash
equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date
of purchase (subject to the right of Holders of record on the relevant Record Date to
receive interest on the relevant Interest Payment Date);




     (2) the circumstances and relevant facts and financial information regarding such
Change of Control;




     (3) the purchase date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed); and




     (4) the instructions determined by the Company, consistent with this Section 3.03, that
a Holder must follow in order to have its Notes purchased.



          (c) The Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Section 3.03 applicable to a Change
of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer. In addition, the Company shall not be required to make a
Change of Control Offer upon a Change of Control if the Notes have been called for redemption to
the extent that the Company mails a valid notice of redemption to Holders prior to the Change of
Control, and thereafter redeems all Notes called for redemption in accordance with the terms set
forth in such redemption notice.




          (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the purchase of
Notes pursuant to this Section 3.03. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 3.03, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have breached its obligations
under this Section 3.03 by virtue thereof.




          (e) On the purchase date, all Notes purchased by the Company under this Section 3.03 shall be
delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase
price plus accrued and unpaid interest, if any, to the Holders entitled thereto.




          SECTION 3.04 Limitation on Secured Indebtedness. The Company will not, nor will it
permit any Restricted Subsidiary to, issue, assume or guarantee any Secured Indebtedness if such
Secured Indebtedness is secured by a Lien upon Restricted Property of the Company or a
Restricted Subsidiary without in any such case effectively providing, concurrently with the
issuance, assumption or guarantee of any such Secured Indebtedness, that the Securities of any
series then or thereafter Outstanding that have the benefit of this Section 3.04 or Section 10.05
of the Base Indenture or any substantially similar covenant (together with, if the Company


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 shall
so determine, any other Indebtedness of the Company or such Restricted Subsidiary ranking equally
and ratably with such Notes and then existing or thereafter created) shall be secured by such Lien
equally and ratably with any and all such Secured Indebtedness; provided, however, that the
foregoing shall not apply to:




          (a) any Lien on Restricted Property of any corporation if such Lien is in existence at the
time such corporation becomes a Restricted Subsidiary;




          (b) any Lien on Restricted Property if such Lien is in existence at the time of acquisition by
the Company or a Restricted Subsidiary of such Restricted Property;




          (c) any Lien on Restricted Property to secure the payment of all or any part of the purchase
price (or other acquisition cost) of such Restricted Property or to secure any Indebtedness
incurred (prior to, at the time of, or within one year after, the acquisition by the Company or a
Restricted Subsidiary of such Restricted Property) for the purpose of, or in connection with,
financing all or any part of the purchase price (or other acquisition cost) thereof;




          (d) any Lien on property of a corporation if such Lien was in existence prior to the time such
corporation is merged into or consolidated with the Company or a Restricted Subsidiary or prior to
the time of a sale, lease or other disposition of the properties of a corporation or firm as an
entirety or substantially as an entirety to the Company or a Restricted Subsidiary;




          (e) any Lien securing Secured Indebtedness owing by any Restricted Subsidiary to the Company
or to any other Restricted Subsidiary;




          (f) any Lien on Restricted Property in favor of the United States of America or any State
thereof, or any department, agency or instrumentality or political subdivision of the United States
of America or any State thereof, or in favor of any other country, or any political subdivision
thereof, to secure partial, progress, advance or other payments, or performance of any other
obligations, pursuant to any contract or statute or to secure any Indebtedness incurred for the
purpose of financing all or any part of the purchase price or cost of construction of the
Restricted Property subject to such Lien, including, without limiting the generalities of the
foregoing, Liens to secure pollution control or industrial revenue bonds or other types of
financings;




          (g) any Lien on personal property (other than manufacturing equipment) that is Restricted
Property;




          (h) any lien arising from Sale and Leaseback Transactions permitted under Section 3.05 of this
First Supplemental Indenture; or




          (i) any extension or renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Secured Indebtedness, Sale and Leaseback Transaction or
any Lien referred to in clauses (a) through (h), inclusive, of this Section 3.04; provided,
however, that the principal amount of Secured Indebtedness (or Attributable Debt relating to any
Sale and Leaseback Transaction) secured by the Lien shall not exceed the




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 principal amount of
Secured Indebtedness (or Attributable Debt relating to any Sale and Leaseback Transaction) so
secured at the time of such extension, renewal or replacement, and that such extension, renewal or
replacement Lien shall be limited to all or a part of the Restricted Property which secured the
Lien so extended, renewed or replaced (plus improvements on such Restricted Property).




          Notwithstanding the foregoing provisions of this Section 3.04, the Company or any one or more
Restricted Subsidiaries may issue, assume or guarantee Secured Indebtedness that would (despite the
provision of clauses (a) through (i), inclusive, of the preceding paragraph) be subject to the
foregoing restrictions in an aggregate amount which, together with the aggregate principal amount
of all other such Secured Indebtedness of the Company and Restricted Subsidiaries outstanding at
the time of such issuance, assumption or guarantee (but excluding Secured Indebtedness permitted by
clauses (a) through (i), inclusive, of the preceding paragraph), does not at such time exceed 15%
of the Shareholders’ Equity of the Company as at the last day of the then most recently ended
fiscal quarter of the Company for which financial statements have been filed with the Securities
and Exchange Commission, as reported on the applicable consolidated balance sheet of the Company.




          SECTION 3.05 Sale and Leaseback Transactions. So long as the Securities of any Series
are Outstanding, the Company will not, and will not permit any Restricted Subsidiary to, enter into
any arrangement, directly or indirectly, with any Person providing for the leasing by the Company
or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted
Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to
such Person or to any other Person where funds have been or are to be advanced to such Person
subject to a Lien on the Restricted Property to be leased (a “Sale and Leaseback Transaction”),
unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions
of Section 3.04 (other than Section 3.04(h)), to incur Secured Indebtedness secured by a Lien on
the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to
such Sale and Leaseback Transaction without equally and ratably securing the Securities of any
series then or thereafter Outstanding that have the benefit of Section 3.04 or Section 10.05 of the
Base Indenture or any substantially similar covenant, or (b) the Company or such Restricted
Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to
the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction,
of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section
3.05 shall not prevent the Company or any Restricted Subsidiary from: (a) entering into any Sale
and Leaseback Transaction not involving a lease with a term of more than three years, or (b)
entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the
date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is
entered into within 180 days after the later of the acquisition, completion of construction or
commencement of operation of such Restricted Property.







-15-









 








ARTICLE 4




Subsidiary Guarantees



          SECTION 4.01 Guarantees. (a) Each Subsidiary Guarantor hereby irrevocably and
unconditionally guarantees, as a primary obligor and not merely as a surety, the due and punctual
payment and performance of all of the Guaranteed Obligations of such Subsidiary Guarantor, jointly
with the other Subsidiary Guarantors and severally. Each of the Subsidiary Guarantors further
agrees that its Guaranteed Obligations may be extended or renewed, in whole or in part, without
notice to or further assent from it, and that it will remain bound upon its guarantee
notwithstanding any extension or renewal of any such Guaranteed Obligation. Each of the Subsidiary
Guarantors waives presentment to, demand of payment from and protest to the Company or any
Subsidiary Guarantor of any of its Guaranteed Obligations, and also waives notice of acceptance of
its guarantee, notice of protest for nonpayment and all similar formalities.




          (b) Each of the Subsidiary Guarantors further agrees that its guarantee hereunder constitutes
a guarantee of payment when due and not of collection, and waives any right to require that any
resort be had by the Trustee or any Holder to any security held for the payment of its Guaranteed
Obligations or to any balance of any deposit account or credit on the books of the Trustee or any
Holder in favor of the Company.




          (c) Except for termination of a Subsidiary Guarantor’s obligations hereunder or a release of
such Subsidiary Guarantor pursuant to Section 4.06, the obligations of each Subsidiary Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or termination for any
reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason
of the invalidity, illegality or unenforceability of the Guaranteed Obligations of such Subsidiary
Guarantor or otherwise. Without limiting the generality of the foregoing, the obligations of each
Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the
failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or
remedy under the provisions of the Indenture or otherwise; (ii) any rescission, waiver, amendment
or modification of, or any release from any of the terms or provisions of, the Indenture or any
other agreement, including with respect to any other Subsidiary Guarantor under the Indenture;
(iii) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed
Obligations of such Subsidiary Guarantor; or (iv) any other act or omission that may or might in
any manner or to any extent vary the risk of such Subsidiary Guarantor or otherwise operate as a
discharge of such Subsidiary Guarantor as a matter of law or equity (other than the indefeasible
payment in full in cash of all the Guaranteed Obligations of such Guarantor).




          (d) To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any
defense based on or arising out of any defense of the Company or any other Subsidiary Guarantor or
the unenforceability of the Guaranteed Obligations of such Subsidiary Guarantor or any part thereof
from any cause, or the cessation from any cause of the liability of the Company or any other
Subsidiary Guarantor, other than the indefeasible payment in full in cash of all the Guaranteed
Obligations of such Subsidiary Guarantor. The Trustee may,






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at its election, compromise or adjust any part of the Guaranteed Obligations, make any other
accommodation with the Company or any Subsidiary Guarantor or exercise any other right or remedy
available to them against the Company or any Subsidiary Guarantor, in each case without affecting
or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent
the Guaranteed Obligations of such Subsidiary Guarantor have been fully and indefeasibly paid in
full in cash. To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives
any defense arising out of any such election even though such election operates, pursuant to
applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of such Subsidiary Guarantor against the Company or any other Subsidiary Guarantor, as
the case may be.




          (e) Each of the Subsidiary Guarantors agrees that its guarantee hereunder shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any
Guaranteed Obligation of such Subsidiary Guarantor is rescinded or must otherwise be restored by
the Trustee upon the bankruptcy or reorganization of the Company, any other Subsidiary Guarantor or
otherwise.




          SECTION 4.02 Limitation on Liability. Any term or provision of the Indenture to the
contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed
hereunder by any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby
guaranteed without rendering the Indenture, as it relates to such Subsidiary Guarantor, voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.




          SECTION 4.03 Successors and Assigns. This Article 4 shall be binding upon each
Subsidiary Guarantor and its successors and assigns and shall inure to the benefit of the
successors, transferees and assigns of the Trustee and the Holders of Notes and, in the event of
any transfer or assignment of rights by any Holder of Notes or the Trustee, the rights and
privileges conferred upon that party in the Indenture and in the Notes shall automatically extend
to and be vested in such transferee or assignee, all subject to the terms and conditions of the
Indenture and the Notes.




          SECTION 4.04 No Waiver. Neither a failure nor a delay on the part of either the
Trustee or the Holders of Notes in exercising any right, power or privilege under this Article 4
shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any
other or further exercise of any right, power or privilege. The rights, remedies and benefits of
the Trustee and the Holders of Notes herein expressly specified are cumulative and not exclusive of
any other rights, remedies or benefits which either may have under this Article 4 at law, in
equity, by statute or otherwise.




          SECTION 4.05 Modification. No modification, amendment or waiver of any provision of
this Article 4, nor the consent to any departure by any Subsidiary Guarantor therefrom, shall in
any event be effective unless the same shall be in writing and signed by the Trustee, and then such
waiver or consent shall be effective only in the specific instance and for the purpose for which
given. No notice to or
demand on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any
other or further notice or demand in the same, similar or other circumstances.




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          SECTION 4.06 Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be
released from its obligations under this Article 4 (other than any obligation that may have arisen
under Section 4.07):





     (1) upon the sale (including any sale pursuant to any exercise of remedies by a holder
of Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition
(including by way of consolidation or merger) of a Subsidiary Guarantor;




     (2) upon the sale or disposition of all or substantially all the assets of such
Subsidiary Guarantor;




     (3) unless there is an existing Event of Default on the date the Subsidiary Guarantee
would be released, at such time and for so long as such Subsidiary Guarantor does not
Guarantee (other than a Guarantee that will be released upon the release of the applicable
Subsidiary Guarantee) any Indebtedness of the Company or another Subsidiary Guarantor;




     (4) at any time during a Suspension Period if the Company provides an Officers’
Certificate to the Trustee stating that the Company elects to have such Subsidiary Guarantor
released from this Article 4; or




     (5) upon the exercise by the Company of its legal defeasance option or its covenant
defeasance option or if the obligations of the Company relating to the Notes under the
Indenture are discharged pursuant to the terms thereof;


provided, however, that in the case of clauses (1) and (2) above, (i) such sale or
other disposition is made to a Person other than the Company or a Subsidiary of the Company and
(ii) such sale or disposition is otherwise permitted by the Indenture.




          The Company shall notify the Trustee and the Holders of Notes if the Subsidiary Guarantee of
any Subsidiary Guarantor is released. At the request of the Company, the Trustee shall execute and
deliver an appropriate instrument evidencing such release in form and substance reasonably
satisfactory to the Trustee and the Company.




          SECTION 4.07 Contribution. Each Subsidiary Guarantor that makes a payment under its
Subsidiary Guarantee shall be entitled upon payment in full of all Guaranteed Obligations under the
Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other
Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all
the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP.




ARTICLE 5




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE



          SECTION 5.01 Company, Subsidiary Guarantors May Consolidate, etc., Only on Certain
Terms. (a) Nothing contained in the Indenture or in any of the Securities shall prevent any
consolidation or merger of the Company with or into any other Person, or successive




-18-









 







consolidations
or mergers in which the Company or its successor or successors shall be a party or parties, or
shall prevent any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety to any other Person authorized to acquire and operate the same (with
each of the foregoing transactions referred to as a “Company Sale”); provided, however, (i) the
Person formed by such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets of the Company
substantially as an entirety (the “Successor Company”) shall be a corporation, shall be organized
and validly existing under the laws of the United States of America, any state thereof or the
District of Columbia, and (ii) the Company hereby covenants and agrees that, as a condition
precedent to any such consolidation, merger, sale or conveyance, the due and punctual payment of
the principal of (and premium, if any) and interest, if any, on all of the Securities, according to
their tenor, and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company shall be expressly assumed by
supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee,
by the Successor Company.




          (b) Nothing contained in the Indenture or in any of the Securities shall prevent any
consolidation or merger of a Subsidiary Guarantor with or into any other Person, or successive
consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a
party or parties, or shall prevent any conveyance, transfer or lease of the properties and assets
of a Subsidiary Guarantor substantially as an entirety to any other Person authorized to acquire
and operate the same (with each of the foregoing transactions referred to as a “Guarantor Sale”);
provided, however, that, except in the case of a Subsidiary Guarantor that (x) is disposed of in
its entirety to another Person (other than to the Company or an affiliate of the Company), whether
through a merger, consolidation, sale of Capital Stock or sale or lease of assets or (y) as a
result of the disposition of all or a portion of its Capital Stock, ceases to be a subsidiary, (i)
the Person formed by such consolidation or into which a Subsidiary Guarantor is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties and assets of a
Subsidiary Guarantor substantially as an entirety (the “Successor Guarantor”) shall be a
corporation, shall be organized and validly existing under the laws of the United States of
America, any state thereof or the District of Columbia, and (ii) the Company hereby covenants and
agrees that, as a condition precedent to any such consolidation, merger, sale or conveyance, the
due and punctual payment of the Guaranteed Obligations and observance of all of the covenants and
conditions of the Indenture to be performed by the relevant Subsidiary Guarantor shall be expressly
assumed by supplemental indenture satisfactory in form to the Trustee, executed and delivered to
the Trustee, by the Successor Guarantor.




          (c) Nothing contained in the Indenture or in any of the Notes shall prevent the Company or any
Subsidiary Guarantor from merging into itself any other Person or acquiring by purchase or
otherwise all or any part of the property of any other Person.




          (d) Nothing contained in the Indenture or in any of the Notes shall prevent any Subsidiary
Guarantor from consolidating with, or merging into or transferring all or part of its properties
and assets to the Company or any other Subsidiary Guarantor.




     SECTION 5.02 Successor to be Substituted. (a) In case of any such Company Sale, such
Successor Company shall succeed to and be substituted for the Company, with the same



-19-









 







effect as if
it had been named herein as the Company. Such Successor Company thereupon may cause to be signed,
and may issue either in its own name or in the name of The Goodyear Tire & Rubber Company or in the
name of any corporation which previously shall have become the Company in accordance with the
provisions of this Article any or all of the Notes issuable under the Indenture, which theretofore
shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such
Successor Company instead of the Company and subject to all the terms, conditions and limitations
in the Indenture prescribed, the Trustee shall authenticate and shall deliver, any Notes which
previously shall have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Notes which such Successor Company thereafter shall cause to be signed and
delivered to the Trustee for that purpose; and, thereafter the predecessor Person shall be relieved
of all obligations and covenants under the Indenture and the Notes. All of the Securities of a
particular series so issued shall in all respects have the same legal rank and benefit under the
Indenture as the Notes of such series theretofore or thereafter issued in accordance with the terms
of the Indenture as though all of such Notes had been issued at the date of the execution of this
First Supplemental Indenture.



          (b) In case of any such Guarantor Sale, other than a Guarantor Sale pursuant to which the
relevant Subsidiary Guarantor (i) is disposed of in its entirety to another Person (other than to
the Company or an affiliate of the Company), whether through a merger, consolidation or sale of
Capital Stock or assets or (ii) as a result of the disposition of all or a portion of its Capital
Stock, ceases to be a subsidiary, such Successor Guarantor shall succeed to and be substituted for
the relevant Subsidiary Guarantor, with the same effect as if it had been named herein as a
Subsidiary Guarantor and, thereafter, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Notes.




          SECTION 5.03 Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections
6.01 and 6.03 of the Base Indenture, may receive an Opinion of Counsel as conclusive evidence that
any such consolidation, merger, sale or conveyance and any such assumption complies with the
provisions of this Article.




ARTICLE 6




Miscellaneous Provisions



          SECTION 6.01 Effectiveness. This First Supplemental Indenture will become effective
upon its execution and delivery.




          SECTION 6.02 Original Issue. The Notes may, upon execution of this First Supplemental
Indenture, be executed by the Company and delivered by the Company to the Trustee for
authentication, and the Trustee shall, upon Company order, authenticate and deliver such Notes as
in such Company Order provided.




          SECTION 6.03 Ratification and Integral Part. The Base Indenture as supplemented by
this First Supplemental Indenture, is in all respects ratified and confirmed, and this First
Supplemental Indenture will be deemed an integral part of the Indenture in the manner and to the
extent herein and therein provided.




-20-









 








          SECTION 6.04 Priority. This First Supplemental Indenture shall be deemed part of the
Indenture in the manner and to the extent herein and therein provided. The provisions of this
First Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of the
Base Indenture to the extent the Base Indenture is inconsistent herewith.




          SECTION 6.05 Counterparts. This First Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.




          SECTION 6.06 The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or
for or in respect of the recitals contained herein, all of which are made solely by the Company and
the Subsidiary Guarantors.




          SECTION 6.07 Governing Law. This First Supplemental Indenture and the Notes and
Subsidiary Guarantees will be governed by and construed in accordance with the laws of the State of
New York.




* * *




-21-









 





     IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly
executed as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	THE GOODYEAR TIRE & RUBBER COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Damon J. Audia
 

	 	 
	 

	 	 	 	 	 	Name: Damon J. Audia	 	 
	 

	 	 	 	 	 	Title: Senior Vice President, Finance and Treasurer	 	 









 









 








	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Trustee
	 
	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Gregory S. Clarke
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Gregory S. Clarke
	 

	 	 	 	 	 	Title: Vice President







 









 








	 	 	 	 	 	 	 	 	 
	 	 	SUBSIDIARY GUARANTORS	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CELERON CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Damon J. Audia
 

	 	 
	 

	 	 	 	 	 	Name: Damon J. Audia	 	 
	 

	 	 	 	 	 	Title: Vice President and
Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DAPPER TIRE CO., INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Damon J. Audia
 

Name: Damon J. Audia
	 	 
	 

	 	 	 	 	 	Title: Vice President and
Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVESTED COMPANIES HOLDING COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	/s/ D. Brent Copeland
 

Name: D. Brent Copeland
	 	 
	 

	 	 	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	/s/ Todd M. Tyler
 

Name: Todd M. Tyler
	 	 
	 

	 	 	 	 	 	Title: Vice President, Treasurer and
Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIVESTED LITCHFIELD PARK PROPERTIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	/s/ D. Brent Copeland
 

Name: D. Brent Copeland
	 	 
	 

	 	 	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	/s/ Todd M. Tyler
 

Name: Todd M. Tyler
	 	 
	 

	 	 	 	 	 	Title: Vice President, Treasurer and Secretary	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	GOODYEAR CANADA INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Douglas S. Hamilton
 

Name: Douglas S. Hamilton
	 	 
	 

	 	 	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Robin M. Hunter
 

Name: Robin M. Hunter
	 	 
	 

	 	 	 	 	 	Title: Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR EXPORT INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Damon J. Audia
 

Name: Damon J. Audia
	 	 
	 

	 	 	 	 	 	Title: Vice President and
Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR FARMS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Damon J. Audia
 

Name: Damon J. Audia
	 	 
	 

	 	 	 	 	 	Title: Vice President and
Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR INTERNATIONAL CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Damon J. Audia
 

Name: Damon J. Audia
	 	 
	 

	 	 	 	 	 	Title: Vice President and
Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOODYEAR WESTERN HEMISPHERE CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Damon J. Audia
 

Name: Damon J. Audia
	 	 
	 

	 	 	 	 	 	Title: Vice President and
Treasurer	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	WHEEL ASSEMBLIES INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Damon J. Audia
 

Name: Damon J. Audia
	 	 
	 

	 	 	 	 	 	Title: Vice President and
Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WINGFOOT COMMERCIAL TIRE SYSTEMS, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Damon J. Audia
 

Name: Damon J. Audia
	 	 
	 

	 	 	 	 	 	Title: Vice President and
Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WINGFOOT VENTURES EIGHT INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ D. Brent Copeland
 

Name: D. Brent Copeland
	 	 
	 

	 	 	 	 	 	Title: President	 	 








 











 





Exhibit A




FORM OF NOTES




[FACE OF SECURITY]


THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED,
WHETHER IN WHOLE OR IN PART, TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME
OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE
REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF,
THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.




THE GOODYEAR TIRE & RUBBER COMPANY




8.75% Notes due 2020



			
	CUSIP      	 	 
	No.      
	 	$                    






     The Goodyear Tire & Rubber Company, a corporation duly organized and existing under the laws
of the State of Ohio (herein called the “Company”, which term includes any successor Person under
the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co.,
or registered assigns, the principal sum of                      Dollars ($                    ) on August 15, 2020, and
to pay interest thereon from March 5, 2010 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually on February 15 and August 15 in each
year, commencing August 15, 2010, at the rate of 8.75% per annum, until the principal hereof is
paid or made available for payment. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the February 1 or August 1
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed, and upon such notice
as may be



A-1









 




required by such exchange, all as more fully provided in said Indenture. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.




     Payment of the principal of (and premium, if any) and interest on this Security will be made
by wire transfer of immediately available funds to the account specified by the Depositary in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment
of interest may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 	 	 	 	 	 	 
	Dated:	 	 	 	 	 	THE GOODYEAR TIRE & RUBBER COMPANY
	 

	 	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[Seal]
	 	 	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 





CERTIFICATE OF AUTHENTICATION




          This Security is one of the Securities of the series designated herein and referred to in the
within-mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 







A-2











 





[REVERSE OF SECURITY]




     This Note is one of a duly authorized issue of securities of the Company (herein called the
“Securities”), issued and to be issued in one or more series under an Indenture, dated as of March
1, 1999 (herein called the “Base Indenture”), as supplemented by the First Supplemental Indenture,
dated as of March 5, 2010 (herein called the “Supplemental Indenture”; the Base Indenture, as
supplemented by the Supplemental Indenture, is herein called the “Indenture”), between the Company
and Wells Fargo Bank, N.A., successor to The Chase Manhattan Bank, as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and
all Indentures supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Note is one of the series designated on the face hereof as the
Company’s 8.75% Notes due 2020, limited in aggregate principal amount to                      Dollars
($                    ) (herein referred to as the “Notes”).



     The Notes are subject to redemption, as a whole at any time or in part from time to time, at
the sole election of the Company, upon not less than 30 or more than 60 days’ notice by mail to the
Depositary at a Redemption Price equal to the greater of (1) 100% of their principal amount, and
(2) the sum of the present values of the Remaining Scheduled Payments (as herein defined) thereon,
discounted to the Redemption Date, on a semiannual basis, at the Treasury Rate (as herein defined)
plus fifty basis points (0.50%), plus accrued interest thereon to the Redemption Date. In
determining the Redemption Price and accrued interest, interest shall be calculated on the basis of
a 360-day year consisting of twelve 30 day months. As used herein, the term: (a) “Treasury Rate”
means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such Redemption Date; (b) “Comparable Treasury Issue” means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to the remaining term
of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes; (c) “Independent Investment Banker” means one of the
Reference Treasury Dealers, as appointed by the Company; (d) “Comparable Treasury Price” means,
with respect to any Redemption Date, (i) the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release
designated “H.15(519)” or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue or (ii) if such
release (or any successor release) is not published or does not contain such prices on such
Business Day, (A) the average of the Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the
Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all such quotations; (e) “Reference Treasury Dealer Quotations” means, with respect
to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the
Independent Investment Banker, of the bid and asked prices



A-3









 




for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at
5:00 p.m. on the third Business Day preceding such Redemption Date; (f) “Reference Treasury Dealer”
means each of Citigroup Global Markets Inc., and its successors, and, at the option of the Company,
other primary U.S. Government securities dealers in New York City selected by the Company; and (g)
“Remaining Scheduled Payments” means, with respect to any Note, the remaining scheduled payments of
the principal thereof to be redeemed and interest thereon that would be due after the related
Redemption Date but for such redemption; provided, however, that, if such Redemption Date is not an
Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled
interest payment thereon will be reduced by the amount of interest accrued thereon to such
Redemption Date. If money sufficient to pay the redemption price of and accrued interest on all
Notes (or the portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee
on or before the Redemption Date and certain other conditions specified in the Indenture are
satisfied, on and after such date interest will cease to accrue on such Notes (or such portions
thereof) called for redemption. Notwithstanding any provision to the contrary contained in Section
11.04 of the Base Indenture, any notice of redemption may, at the Company’s sole discretion, be
made subject to the Company’s successful completion of a financing transaction.




     In the event of redemption of this Note in part only, a new Note or Notes of like tenor for
the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.



     The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness
evidenced by this Security and (b) certain restrictive covenants, in each case upon compliance by
the Company with certain conditions set forth therein, which provisions apply to this Note.



     If an Event of Default with respect to the Notes of this series shall occur and be continuing,
the principal of the Notes of this Series may be declared due and payable in the manner and with
the effect provided in the Indenture. “Event of Default” means any one of the events specified at
clauses (a), (b), (d), (e), (f) and (g) of Section 5.01 of the Base Indenture and clauses (16)(i)
and (ii) of Section 2.01 of the Supplemental Indenture.



     Following the first day (the “Suspension Date”) that (i) the Notes have an Investment Grade
Rating from both of the Rating Agencies, and (ii) no Default with respect to the Securities has
occurred and is continuing under the Indenture, the Company and its Subsidiaries will not be
subject to Section 3.01 (the “Suspended Covenant”) of the Supplemental Indenture with respect to
the Notes. In addition, the Company may elect to suspend the Subsidiary Guarantees with respect to
the Notes. Upon and following any Reversion Date, the Company and its Subsidiaries (other than its
Excluded Subsidiaries) shall again be subject to the Suspended Covenant with respect to the Notes
with respect to future events and the Subsidiary Guarantees with respect to the Securities shall be
reinstated.



     The payment by the Company of the principal of, and premium and interest on, the Notes is
fully and unconditionally guaranteed on a joint and several senior unsecured basis by each
Subsidiary Guarantor to the extent set forth in the Supplemental Indenture. The precise terms of



A-4









 




the Guarantee of the Securities and the Guaranteed Obligations of the Subsidiary Guarantors
with respect to the Securities are expressly set forth in Article 4 of the Supplemental Indenture.




     Upon a Change of Control, any Holder of Notes will have the right, subject to certain
conditions specified in the Indenture, to cause the Company to repurchase all or any part of the
Notes of such Holder at a purchase price equal to 101% of the principal amount of the Notes to be
repurchased plus accrued and unpaid interest to the date of repurchase (subject to the right of
Holders of record on the relevant record date to receive interest due on the relevant Interest
Payment Date that is on or prior to the date of purchase) as provided in, and subject to the terms
of, the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of all series to be affected (voting as a single class). The Indenture also
contains provisions permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registerable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



     The Notes of this series will be represented by one or more global securities (collectively,
the “Global Security”) registered in the name of The Depository Trust Company, New York, New York
(the “Depositary”), or a nominee of the Depositary. So long as the Depositary, or its nominee, is
the registered holder and owner of this Global Security, the Depositary or such nominee, as the
case may be, will be considered the sole owner and holder of the Notes for all purposes under the
Indenture. The Global Security may be transferred, in whole and not in part, only to the
Depositary or another nominee of the Depositary.



A-5









 





     The Depositary will credit, on its book-entry registration and transfer system, the respective
principal amounts of the Notes represented by such Global Security to the accounts of institutions
that have accounts with the Depositary or its nominee (“participants”). Ownership of beneficial
interests in a Global Security will be limited to participants or persons that may hold interests
through participants. Ownership of interests in such Global Security will be shown on, and the
transfer of those ownership interests will be effected through, records maintained by the
Depositary (with respect to participants’ interests) and such participants (with respect to the
owners of beneficial interests in such Global Security).



     The Global Security is exchangeable for Notes in definitive form of like tenor as such Global
Security in denominations of $1,000 and in any greater amount that is an integral multiple thereof
if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary
for this Global Security or if at any time the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, (ii) the Company in its discretion at any
time determines not to have all of the Notes of this series represented by a Global Security and
notifies the Trustee thereof, or (iii) an Event of Default has occurred and is continuing with
respect to the Notes. Any Note that is exchangeable pursuant to the preceding sentence is
exchangeable only for Notes of this series.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.



     All terms used in this Note which are defined in the Supplemental Indenture shall have the
meanings assigned to them in the Supplemental Indenture and if not defined in the Supplemental
Indenture, such terms shall have the meanings assigned to them in the Base Indenture.



A-6









 





Exhibit B




[FORM OF SUPPLEMENTAL INDENTURE]




          SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [DATE], among [GUARANTOR]
(the “New Guarantor”), a subsidiary of THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation (or
its successor) (the “Company”), the Company and WELLS FARGO BANK, N.A., a national banking
association, as trustee under the indenture referred to below (the “Trustee”).




W I T N E S S E T H :




          WHEREAS the Company and the Subsidiary Guarantors have heretofore executed and delivered to
the Trustee a First Supplemental Indenture dated March 5, 2010 (the “First Supplemental Indenture”)
to the Indenture dated as of March 1, 1999 (the “Base Indenture” and, as supplemented by the First
Supplemental Indenture and this Supplemental Indenture, the “Indenture”), providing for the
issuance of the Company’s 8.75% Notes due 2020 (the “Notes”), initially in the aggregate principal
amount of $282,387,000;




          WHEREAS Section 3.01 of the First Supplemental Indenture provides that under certain
circumstances the Company is required to cause the New Guarantor to execute and deliver to the
Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally
guarantee all the Company’s obligations under the Indenture relating to the Notes and the Notes
pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and




          WHEREAS pursuant to Section 3.01 of the First Supplemental Indenture, the Trustee and the
Company are authorized to execute and deliver this Supplemental Indenture;




          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company and the
Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes
as follows:




          1. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally
with all Subsidiary Guarantors, to unconditionally guarantee the Company’s obligations under the
Notes on the terms and subject to the conditions set forth in Article 4 of the First Supplemental
Indenture and to be bound by all other applicable provisions of the Indenture and the Notes as a
Subsidiary Guarantor.




          2. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.







B-1









 





Exhibit B






          3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          4. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture or the Subsidiary Guarantee of the New
Guarantor.




          5. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.




          6. Effect of Headings. The Section headings herein are for convenience only and
shall not effect the construction thereof.







B-2









 






Exhibit B




          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.




	 	 	 	 	 	 	 
	 	 	[NEW GUARANTOR],
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	THE GOODYEAR TIRE & RUBBER COMPANY,
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Trustee,
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 







B-3