EX-10.2




Exhibit 10.2




GOODYEAR




 





MASTER SUBORDINATED DEPOSIT AGREEMENT




 





DATED 23 JULY 2008




between




EUROFACTOR




as Agent




CALYON




as Calculation Agent




ESTER FINANCE TITRISATION




as Purchaser




DUNLOP TYRES LIMITED




as Subordinated Depositor or Centralising Unit















 



 




 2




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	page
	CHAPTER I INTERPRETATION
	 	 	6	 
	1.   DEFINITIONS
	 	 	6	 
	2.   INTERPRETATION
	 	 	6	 
	CHAPTER II PURPOSE — DURATION
	 	 	7	 
	3.   PURPOSE OF THIS AGREEMENT
	 	 	7	 
	4.   DURATION OF THE AGREEMENT
	 	 	7	 
	CHAPTER III AMOUNT OF THE SUBORDINATED DEPOSIT
	 	 	8	 
	5.   AMOUNT OF THE SUBORDINATED DEPOSIT
	 	 	8	 
	6.   SUBORDINATED DEPOSIT FEE — NO INTEREST
	 	 	9	 
	CHAPTER IV REPAYMENT — PAYMENTS
	 	 	10	 
	7.   REPAYMENT
	 	 	10	 
	8.   PAYMENTS
	 	 	10	 
	CHAPTER V GENERAL PROVISIONS
	 	 	11	 
	9.   REPRESENTATIONS AND WARRANTIES
	 	 	11	 
	CHAPTER VI CASH COLLATERAL
	 	 	12	 
	10. APPLICATION OF THE SUBORDINATED DEPOSIT AS
CASH COLLATERAL FOR THE BENEFIT OF THE 

  PURCHASER
	 	 	12	 
	CHAPTER VII MISCELLANEOUS
	 	 	13	 
	11. FEES AND EXPENSES
	 	 	13	 
	12. SUBSTITUTION AND AGENCY
	 	 	13	 
	13. CONFIDENTIALITY
	 	 	13	 
	14. TRANSFERABILITY OF THIS AGREEMENT
	 	 	13	 
	15. NOTICES
	 	 	13	 
	16. EXERCISE OF RIGHTS
	 	 	14	 
	17. INDIVISIBILITY
	 	 	14	 
	18. PARTIAL INVALIDITY
	 	 	14	 
	19. AMENDMENTS
	 	 	15	 
	20. LIMITED RECOURSE — NON PETITION
	 	 	15	 
	21. GOVERNING LAW — JURISDICTION
	 	 	16	 












 



3


LIST OF SCHEDULES




	 	 	 	 	 
	 	 	page
	SCHEDULE 1 CALCULATION OF THE OVERCOLLATERALISATION RATE
	 	 	18	 
	SCHEDULE 2 CALCULATION OF THE SUBORDINATED DEPOSIT
	 	 	22	 
	SCHEDULE 3 CALCULATION OF THE SUBORDINATED DEPOSIT FEE
	 	 	23	 












 



4


THIS MASTER SUBORDINATED DEPOSIT AGREEMENT IS ENTERED INTO BETWEEN





	1.	 	EUROFACTOR a company incorporated under French law and authorised as a credit institution
(établissement de crédit), having its registered office at 1-3 rue du Passeur de Boulogne
Immeuble Bord de Seine, 92130 Issy Les Moulineaux, France, registered with the Trade and
Companies Registry (Registre du Commerce et des Sociétés) of Nanterre under the number 333 871
259, whose representative is duly authorised for the purpose of this agreement (the “Agent”);
	 
	2.	 	CALYON, a company incorporated under French law and authorised as a credit institution
(établissement de crédit), having its registered office at 9 quai du Président Paul Doumer,
92920 Paris La Défense Cedex, France, registered with the Trade and Companies Registry
(Registre du Commerce et des Sociétés) of Nanterre under the number 304 187 701, whose
representatives are duly authorised for the purpose of this agreement (the “Calculation
Agent”);
	 
	3.	 	ESTER FINANCE TITRISATION, a company incorporated under French law and authorised as a credit
institution (établissement de crédit), having its registered office at 9 quai du Président
Paul Doumer, 92920 Paris La Défense Cedex, France, registered with the Trade and Companies
Registry (Registre du Commerce et des Sociétés) of Nanterre under the number 414 886 226,
whose representative is duly authorised for the purpose of this agreement (“ESTER FINANCE” or
the “Purchaser”);
	 
	4.	 	DUNLOP TYRES LIMITED, a company incorporated under the laws of England and Wales with company
number 1792065 whose registered office is situated at Tyrefort, 88-89 Wingfoot Way, Birmingham
B24 9HY, whose representative is duly authorised for the purpose of this agreement (the
“Centralising Unit” or the “Subordinated Depositor”).










 



5







WHEREAS





	(A)	 	GOODYEAR DUNLOP TIRES France S.A., (the “French Seller”), FULDA REIFEN GmbH & Co. KG, M-PLUS
MULTIMARKENMANAGEMENT GmbH & Co. KG, GOODYEAR GmbH & Co. KG, DUNLOP GmbH & Co. KG, GOODYEAR
DUNLOP TIRES OE GmbH (the “German Sellers”), GOODYEAR DUNLOP TIRES Italia SPA (the “Italian
Seller”), GOODYEAR DUNLOP TIRES España, S.A. (the “Spanish Seller”) and GOODYEAR DUNLOP TYRES
UK Ltd (the “UK Seller”) are in the business of manufacturing and/or supplying tyres and
activities relating thereto, and hold receivables over certain customers.
	 
	(B)	 	In order to provide financing to certain European subsidiaries of GOODYEAR, CALYON and
NATIXIS have proposed to set up a securitisation transaction by way of the sale, on an ongoing
basis, of existing and future trade receivables resulting from the ordinary business of the
Sellers in Belgium, the United Kingdom, France, Germany, Italy and Spain (the “Securitisation
Transaction”).
	 
	(C)	 	Pursuant to the Securitisation Transaction and with respect to the French Seller, the German
Sellers (except GOODYEAR DUNLOP TIRES OE GmbH), the Spanish Seller and the UK Seller, existing
and future trade receivables will be purchased by the Purchaser from those Sellers on an
ongoing basis and in accordance with the receivables purchase agreements governed by French
law, German law and/or English law (the “Receivables Purchase Agreements”). Notwithstanding
the foregoing, GOODYEAR DUNLOP TIRES OE GmbH will assign domestic receivables governed by
German law and cross border receivables governed by French law, English law, Belgian law,
German law, Italian law or Spanish law under the Receivables Purchase Agreement to which it is
a party, in each case in accordance with the provisions of the law applicable to such
receivable (and, as regards the receivables sold by the Spanish Seller, under French law).
	 
	(D)	 	The Purchaser shall fund the acquisition of Ongoing Purchasable Receivables, Remaining
Purchasable Receivables, Refinanced Ongoing Purchasable Receivables and Refinanced Remaining
Purchasable Receivables:






	 	(i)	 	partly out of a senior deposit (the “Senior Deposit”) effected by the
Depositor with the Purchaser in accordance with a master senior deposit agreement
(the “Master Senior Deposit Agreement”); and
	 
	 	(ii)	 	partly by way of set-off against any amount due and payable by the
Centralising Unit to the Purchaser in connection with (a) a subordinated deposit (the
“Subordinated Deposit”) to be effected by the Centralising Unit with the Purchaser in
accordance with the terms and conditions of the present master subordinated deposit
agreement (the “Master Subordinated Deposit Agreement”) and (b) a complementary
deposit (the “Complementary Deposit”) to be effected by the Centralising Unit with
the Purchaser in accordance with the terms and conditions of a master complementary
deposit agreement (the “Master Complementary Deposit Agreement”).






	(E)	 	The Purchaser and the Subordinated Depositor are willing to define the terms and conditions
according to which the Subordinated Deposit shall be made by the Subordinated Depositor with
the Purchaser and shall be pledged as cash collateral (affecté à titre de gage-espèces) in
favour of the Purchaser and have agreed to enter into this agreement under the terms and
subject to the conditions set forth hereunder.










 



6







IT IS HEREBY AGREED AS FOLLOWS:




CHAPTER I

INTERPRETATION





	1.	 	DEFINITIONS






Capitalised terms and expressions used in this Master Subordinated Deposit Agreement shall
have the same meaning as ascribed to such terms and expressions in the glossary set out in
schedule 1 to the general master purchase agreement in relation to the securitization of
trade receivables of certain subsidiaries of the Goodyear group dated 10 December 2004 as
amended and restated on 23 May 2005, on 26 August 2005 and on or about the date hereof
between, inter alia, Ester Finance Titrisation, Eurofactor, Calyon, Natixis, Dunlop Tyres
Limited and the sellers listed therein (the “General Master Purchase Agreement”).




	2.	 	INTERPRETATION
	 
	(i)	 	The titles of the Chapters, the Schedules and the Articles (including their paragraphs) used
herein and the table of contents are for convenience of reference only, and shall not be used
to interpret this Master Subordinated Deposit Agreement.
	 
	(ii)	 	In this Master Subordinated Deposit Agreement, except if the context calls for another
interpretation:






	 	(a)	 	references to “Chapters”, “Articles” and “Schedules” shall be construed as
references to the chapters, articles and schedules of this Master Subordinated
Deposit Agreement and references to this Master Subordinated Deposit Agreement
include its recitals and Schedules;
	 
	 	(b)	 	headings are for convenience only and shall not affect the interpretation
of the this Master Subordinated Deposit Agreement;
	 
	 	(c)	 	words in the plural shall cover the singular and vice versa;
	 
	 	(d)	 	references to the time of the day shall refer to Paris time, unless
otherwise stipulated;
	 
	 	(e)	 	reference to any person shall include its permitted assignee, transferee,
successors or any person deriving title under or through it;
	 
	 	(f)	 	references to a document shall mean this document, as amended, replaced by
novation or varied from time to time;
	 
	 	(g)	 	words appearing in this Master Subordinated Deposit Agreement in a language
other than English shall have the meaning ascribed to them under the law of the
corresponding jurisdiction and such meaning shall prevail over their translation into
English, if any;
	 
	 	(h)	 	references to “Parties” must be interpreted as references to the parties to
the present agreement, and to a “Party” shall refer to any of the Parties; and
	 
	 	(i)	 	references to any Securitisation Document shall be construed to mean such
securitisation document, as amended and restated on the date hereof and as may be
amended and supplemented from time to time thereafter.










 



7







CHAPTER II

PURPOSE — DURATION





	3.	 	PURPOSE OF THIS AGREEMENT
	 
	3.1	 	The Subordinated Depositor shall make a Subordinated Deposit with the Purchaser in accordance
with the terms of this Master Subordinated Deposit Agreement.
	 
	3.2	 	The Subordinated Deposit made by the Subordinated Depositor under this Master Subordinated
Deposit Agreement shall be applied and pledged as cash collateral (affecté à titre de
gage-espèces) in favour of the Purchaser in accordance with and subject to the provisions of
Article 10.





All repayments of principal to be made by the Purchaser to the Subordinated Depositor in
respect of the Subordinated Deposit shall be made up to the amount and to the extent of
the sums received by the Purchaser in respect of the Sold Receivables and the Refinanced
Sold Receivables in the manner described under Article 7 below. During the Amortisation
Period, such repayments under the Subordinated Deposit shall be subject to the order of
priority of payments provided for under article 16 of the General Master Purchase
Agreement and shall, in particular, occur after the full and definitive repayment of any
sum due under the Senior Deposit.



The Subordinated Depositor agrees that, for the purposes of the repayment of the
Subordinated Deposit or payment of any sums otherwise due under this Master Subordinated
Deposit Agreement, it will look solely to the amount of the sums received by the Purchaser
under the General Master Purchase Agreement and under the Refinanced Receivables Purchase
Agreement until the Program Expiry Date and that the Subordinated Depositor shall not, in
such capacity, take or pursue any judicial or other proceedings, or exercise any right or
remedy that it might otherwise have against the Purchaser or the Purchaser’s assets save
to the extent required for the recovery of such sums.




	4.	 	DURATION OF THE AGREEMENT
	 
	4.1	 	This Master Subordinated Deposit Agreement shall enter into force on the Amendment Date and
shall terminate on the Program Expiry Date.
	 
	4.2	 	The Subordinated Deposit shall be repaid in the manner described in Article 7 below.










 



8







CHAPTER III

AMOUNT OF THE SUBORDINATED DEPOSIT





	5.	 	AMOUNT OF THE SUBORDINATED DEPOSIT
	 
	5.1	 	Amount of the Subordinated Deposit






On each Calculation Date preceding a Settlement Date during the Replenishment Period, the
amount of the Subordinated Deposit shall be calculated in accordance with the provisions
of SCHEDULE 1 and SCHEDULE 2.




On each Calculation Date, during the Replenishment Period, the Agent shall calculate the
difference between (i) the amount of the Subordinated Deposit on the following Settlement
Date, and (ii) the amount of the Subordinated Deposit on the preceding Settlement Date.




During the Amortisation Period until the Program Expiry Date, the amount of the
Subordinated Deposit shall be equal to the amount of the Subordinated Deposit as at the
last Settlement Date, and shall be repaid, after full repayment of the Senior Deposit, in
accordance with the provisions of Article 7.




	5.2	 	Calculation and setting up of the Subordinated Deposit
	 
	5.2.1	 	Calculation






	 	(i)	 	At the latest on the Calculation Date preceding the Settlement Date of
30 July 2008, the Agent shall calculate, in accordance with the provisions of
SCHEDULE 1 and SCHEDULE 2, and notify forthwith to the Purchaser and the Subordinated
Depositor the amount of the Subordinated Deposit to be made on the Settlement Date of
30 July 2008, together with the details of such calculation.
	 
	 	(ii)	 	On any subsequent Calculation Date during the Replenishment Period, the
Agent shall calculate, in accordance with the provisions of SCHEDULE 1 and
SCHEDULE 2, and notify forthwith to the Purchaser and the Subordinated Depositor of
the difference between (i) the amount of the Subordinated Deposit on the Settlement
Date following such Calculation Date, and (ii) the amount of the Subordinated Deposit
on the preceding Settlement Date, together with the details of such calculation.






If the amount of the Subordinated Deposit on the Settlement Date following such
Calculation Date is higher than the amount of the Subordinated Deposit on the
Settlement Date preceding such Calculation Date, the Subordinated Deposit shall
be increased by the Euro amount of the difference (the “Increase in the
Subordinated Deposit”).




If the amount of the Subordinated Deposit on the Settlement Date following such
Calculation Date is lower than the amount of the Subordinated Deposit on the
Settlement Date preceding such Calculation Date, the Subordinated Deposit shall
be reduced by the Euro amount of the difference (the “Reduction of the
Subordinated Deposit”).




For the avoidance of doubt, any reference to the Subordinated Deposit in the Transaction
Documents shall be to the Subordinated Deposit as it may be increased or reduced in
accordance with this Article 5.2.1.









 



9



	5.2.2	 	Setting up of the Subordinated Deposit 






	 	(i)	 	On the Settlement Date of 30 July 2008, before 9.00 a.m. (Paris time), the
Subordinated Deposit shall be made by the Subordinated Depositor in Euro with the
Purchaser, for the amount calculated in accordance with Article 5.2.1 (i) and the
terms and conditions of the third amendment to the General Master Purchase Agreement
entered into on the Amendment Date.
	 
	 	(ii)	 	On each Settlement Date following the Settlement Date of 30 July 2008,
during the Replenishment Period, before 9.00 a.m. (Paris time):






	 	(a)	 	the Subordinated Depositor shall make a deposit in
respect of the Subordinated Deposit in Euro with the Purchaser, for an
amount corresponding to any Increase in the Subordinated Deposit, as
calculated in accordance with Article 5.2.1(ii) above; or
	 
	 	(b)	 	the Purchaser shall repay a portion of the Subordinated
Deposit to the Subordinated Depositor, for an amount corresponding to any
Reduction of the Subordinated Deposit, as calculated in accordance with
Article 5.2.1(ii) above, subject to the provisions of Article 7.






The payments to be made pursuant to (i) and (ii) above shall be effected in accordance
with and subject to the provisions of article 6.4 of the General Master Purchase
Agreement.




	6.	 	SUBORDINATED DEPOSIT FEE — NO INTEREST
	 
	6.1	 	During the Replenishment Period only, the Purchaser shall pay a Subordinated Deposit Fee to
the Subordinated Depositor on a monthly basis, as remuneration for its undertaking to make the
Subordinated Deposit pursuant to the terms and conditions of this Master Subordinated Deposit
Agreement. The amount of the Subordinated Deposit Fee shall be calculated in accordance with
SCHEDULE 3. The Subordinated Deposit Fee shall be paid in arrears on each Funded Settlement
Date (as from 30 July 2008).






The payment of each Subordinated Deposit Fee shall be effected in accordance with and
subject to the provisions of article 6.4 of the General Master Purchase Agreement.




	6.2	 	The Purchaser and the Subordinated Depositor hereby expressly agree that the Subordinated
Deposit shall not bear interest.






The Subordinated Depositor acknowledges that it has entered into intercompany arrangements
with the Sellers inter alia (the “Intercompany Arrangements”) pursuant to which the
Subordinated Depositor will receive from each Seller any necessary consideration for the
making of the Subordinated Deposit and will be indemnified in an appropriate manner by
each Seller in accordance with its corporate interest and in respect of the losses
incurred by the Subordinated Depositor as a result of the Subordinated Deposit made under
this Master Subordinated Deposit Agreement.









 



10


CHAPTER IV

REPAYMENT — PAYMENTS





	7.	 	REPAYMENT
	 
	7.1	 	Principle
	 
	 	 	The repayment of the Subordinated Deposit, which shall be carried out until the Program
Expiry Date, shall always be subject to (i) the provisions of Article 3.2 above and (ii)
the order of priority of payments set forth Article 7.2.
	 
	7.2	 	Repayment of the Subordinated Deposit
	 
	7.2.1	 	On each Settlement Date during the Replenishment Period, the Purchaser shall repay, if
applicable, the Subordinated Deposit to the Subordinated Depositor, for an amount equal to any
Reduction of the Subordinated Deposit as calculated under Article 5.2.1.
	 
	7.2.2	 	On each Settlement Date during the Amortisation Period, and until the Program Expiry Date,
the Purchaser shall repay to the Subordinated Depositor the Subordinated Deposit, for an
amount resulting from the allocations set out in article 16 of the General Master Purchase
Agreement.






The Parties agree that, for the avoidance of doubt, and in accordance with the order of
priority set forth under article 16 of the General Master Purchase Agreement which the
Centralising Unit expressly acknowledges and accepts, the Subordinated Deposit shall not
be repaid during the Amortisation Period, inter alia, until full repayment of the Senior
Deposit.




Such repayment shall be effected by means of the Distributed Amounts received by the
Purchaser under the Sold Receivables and the Refinanced Sold Receivables until the Program
Expiry Date and in accordance with the order of priority of payments as described in
article 16 of the General Master Purchase Agreement.




	7.2.3	 	In the event that, on the Program Expiry Date, the Distributed Amounts do not permit the
repayment in full of any outstanding amount remaining unpaid under the Subordinated Deposit,
then, the Purchaser shall be irrevocably released from any repayment obligations hereunder.
	 
	7.3	 	In the event that during the Amortisation Period, the Centralising Unit, acting in the name
and on behalf of the Sellers, repurchases all outstanding Sold Receivables from the Purchaser
in accordance with article 4.3 of the General Master Purchase Agreement, the purchase price of
such Sold Receivables shall be applied by the Purchaser to the repayment of the Subordinated
Deposit in the order specified in article 16 of the General Master Purchase Agreement.
	 
	8.	 	PAYMENTS
	 
	8.1	 	All payments to be made in accordance with this Master Subordinated Deposit Agreement shall
be made in Euro.










 



11


	8.2	 	All repayments of principal and all payments falling due on a day which is not a Business Day
shall instead fall due on the following Business Day.
	 
	8.3	 	At any time, until the Program Expiry Date, subject to article 6 of the General Master
Purchase Agreement, the Purchaser shall be entitled to set-off (i) any amount due and payable
by the Purchaser to the Subordinated Depositor in respect of the Subordinated Deposit and (ii)
any amount due and payable by the Subordinated Depositor to the Purchaser under this Agreement
or any of the Transaction Documents.





CHAPTER V

GENERAL PROVISIONS





	9.	 	REPRESENTATIONS AND WARRANTIES






The Subordinated Depositor hereby represents and warrants to the Purchaser, as
follows:




	 	(i)	 	it is a limited liability company duly incorporated and validly existing
under the laws of England and Wales and has the capacity (a) to carry on its
business, as currently conducted, and to own all of the assets appearing on its
balance sheet, except where not having such capacity would not be reasonably likely
to result in a Material Adverse Effect, and (b) to enter into and perform its
obligations under this Master Subordinated Deposit Agreement;
	 
	 	(ii)	 	the execution of this Master Subordinated Deposit Agreement does not
require any authorisation with respect to the Subordinated Depositor that has not
already been obtained and communicated to the Purchaser, unless, in the case of any
Governmental Authorisation, the failure to obtain such authorisation would not be
reasonably likely to result in a Material Adverse Effect;
	 
	 	(iii)	 	the execution of this Master Subordinated Deposit Agreement and the
performance of the obligations under this Master Subordinated Deposit Agreement do
not contravene any of the provisions of the Subordinated Depositor’s articles and
memorandum of association, agreements or undertakings to which it is a party or by
which it is bound, and do not in any manner contravene the statutes and regulations
applicable to it, except, in each case, to the extent that no Material Adverse Effect
would result from such breach;
	 
	 	(iv)	 	the obligations arising out of this Master Subordinated Deposit Agreement
are binding on the Subordinated Depositor and enforceable against it in accordance
with their respective terms, subject to applicable bankruptcy, insolvency, moratorium
and other laws affecting creditors’ rights generally;
	 
	 	(v)	 	in the event that, in accordance with the provisions of this Master
Subordinated Deposit Agreement and the General Master Purchase Agreement, the
Subordinated Depositor is not repaid in full on the Program Expiry Date, the
Subordinated Depositor shall incur any losses out of its own business, and the
Purchaser shall not be liable, in any manner whatsoever, in this respect (except, as
the case may be, as provided in article 4.2 (b) of the General Master Purchase
Agreement); and










 



12


	 	(vi)	 	the constitution of the Subordinated Deposit as cash collateral
(affectation à titre de gage-espèces) in favour of the Purchaser, as set forth in
Article 10 below, complies with the Subordinated Depositor’s corporate interest and
does not exceed its financial capabilities; the Subordinated Depositor has entered
into Intercompany Arrangements with the Sellers and GOODYEAR DUNLOP TIRES EUROPE
B.V., pursuant to which the Subordinated Depositor shall receive from each Seller any
necessary consideration for making the Subordinated Deposit and shall be indemnified
as is appropriate by each Seller and GOODYEAR DUNLOP TIRES EUROPE B.V. in respect of
the losses incurred by the Subordinated Depositor as a result of the Subordinated
Deposit made under this Master Subordinated Deposit Agreement.





CHAPTER VI

CASH COLLATERAL





	10.	 	APPLICATION OF THE SUBORDINATED DEPOSIT AS CASH COLLATERAL FOR THE BENEFIT OF THE PURCHASER
	 
	10.1	 	The Subordinated Depositor hereby irrevocably agrees that the Subordinated Deposit made under
this Master Subordinated Deposit Agreement shall, by virtue of this Article, be pledged and
consequently applied as cash collateral (affecté à titre de gage-espèces) by the Subordinated
Depositor in favour of the Purchaser until the Program Expiry Date, to secure the payment of
(i) any sum due by the Debtors to the Purchaser in respect of the Sold Receivables and
Refinanced Sold Receivables and (ii) any sum due to the Purchaser by any Seller, the
Refinanced Seller or the Centralising Unit pursuant to the Transaction Documents.






The Subordinated Depositor expressly exempts the Purchaser from the obligation to keep the
Subordinated Deposit granted as cash collateral segregated from any other sums or any cash
which belong(s) to the Purchaser.




The Subordinated Depositor hereby irrevocably agrees that the pledge and application of
the Subordinated Deposit as cash collateral (affectation du dépôt subordonné à titre de
gage-espèces) in favour of the Purchaser shall transfer to the Purchaser the ownership of
those sums received under the Subordinated Deposit.




	10.2	 	The cash collateral (gage-espèces) shall be deemed created and effective as of the date on
which the Subordinated Deposit is made with the Purchaser.
	 
	10.3	 	The obligation of the Purchaser to transfer back to the Subordinated Depositor the
Subordinated Deposit (créance en restitution) shall automatically be reduced by any principal
amount paid by the Purchaser to the Subordinated Depositor on account of the Subordinated
Deposit in accordance with Article 7 above.
	 
	10.4	 	The outstanding amount of the Subordinated Deposit, as of the Program Expiry Date shall be
applied by the Purchaser against the aggregate of (a) any remaining sums due to the Purchaser
in respect of the Sold Receivables and Refinanced Sold Receivables, and (b) any remaining sums
due to the Purchaser by the Sellers, the Refinanced Seller or the Centralising Unit pursuant
to the Transaction Documents, remaining due as of the Program Expiry Date.










 



13








The amount so applied shall automatically reduce the obligation of the Purchaser, to
transfer back the outstanding amount of the Subordinated Deposit to the Subordinated
Depositor (créance en restitution).



CHAPTER VII

MISCELLANEOUS





	11.	 	FEES AND EXPENSES






The Subordinated Depositor, in the name and on behalf of the Sellers, shall bear, in
particular, any costs and expenses incurred by ESTER FINANCE, in accordance with
article 29 of the General Master Purchase Agreement.




	12.	 	SUBSTITUTION AND AGENCY






Each Party shall have the right to be assisted by, to appoint or to substitute for itself
one or more third parties in the performance of certain tasks provided that:




	 	(i)	 	such Party has given prior written notice of the exercise of that right to
the other Parties;
	 
	 	(ii)	 	such Party remains liable to the other Parties for the proper performance
of those tasks and the relevant third party/parties has or have expressly renounced
any right to any contractual claim against the other Parties;
	 
	 	(iii)	 	the relevant third party/parties undertake(s) to comply with all
obligations binding upon such Party under this Master Subordinated Deposit Agreement;
and
	 
	 	(iv)	 	the substitution, assistance or agency shall not entail an increase in the
costs incurred by the other Parties.






The Parties acknowledge however that, in order to avoid doubt, this Article shall not
apply to the Subordinated Depositor in respect of the making of the Subordinated Deposit.




	13.	 	CONFIDENTIALITY






For the purposes to this Master Subordinated Deposit Agreement, the Parties agree to be
bound by the provisions relating to confidentiality as provided for by article 31
(Confidentiality) of the General Master Purchase Agreement.




	14.	 	TRANSFERABILITY OF THIS AGREEMENT






Except to the extent authorised in Article 12, this Master Subordinated Deposit Agreement
is concluded on the intuitu personae of the Parties to this Master Subordinated Deposit
Agreement. Therefore, none of the Parties may transfer this Master Subordinated Deposit
Agreement, or its rights and/or obligations hereunder, to any third party whatsoever,
without the prior written consent of the other Parties.




	15.	 	NOTICES
	 
	15.1	 	Except as otherwise set forth in the Transaction Documents, all notices, requests or
communications which must or may be made pursuant to this Master Subordinated Deposit
Agreement shall be by way of writing, mail or fax.










 



14


	15.2	 	All notices, requests or communications to be made and all documents to be delivered from one
Party to the other Party under the Master Subordinated Deposit Agreement shall be made and
delivered to the addressees referred to in schedule 7 to the General Master Purchase
Agreement.
	 
	15.3	 	All notices, requests or communications made and all documents delivered under the Master
Subordinated Deposit Agreement shall only take effect upon the date of their receipt by its
addressee.
	 
	15.4	 	Each of the Parties may at any time modify the addressee of the notices, requests or
communications to be made and the documents to be delivered to it under the Master
Subordinated Deposit Agreement by sending to that effect a letter or fax to the other Party
indicating the name of the new addressee.
	 
	15.5	 	The Parties agree that the Centralising Unit shall be responsible for receiving written
notice on behalf of the Sellers, and that any notice given by the Purchaser to the Sellers and
delivered to the Centralising Unit shall be deemed validly received by all of the Sellers upon
receipt by the Centralising Unit.
	 
	16.	 	EXERCISE OF RIGHTS
	 
	16.1	 	All rights conferred on the Purchaser or the Subordinated Depositor under this Master
Subordinated Deposit Agreement or by any other document delivered pursuant to or incidental to
this Master Subordinated Deposit Agreement or any Transaction Document, including rights
conferred by law, shall be cumulative and may be exercised at any time.
	 
	16.2	 	The fact that the Purchaser or the Subordinated Depositor does not exercise a right or delays
in doing so shall in no way be construed as a waiver of that right. The exercise of any right
or a partial exercise of such right shall not prevent the Purchaser or the Subordinated
Depositor from exercising such a right again in the future, or from exercising any other
right.
	 
	17.	 	INDIVISIBILITY
	 
	 	 	Each Party acknowledges that the General Master Purchase Agreement, the Master
Subordinated Deposit Agreement and the Master Complementary Deposit Agreement shall form a
single set of contractual rights and obligations and that, if the General Master Purchase
Agreement, or the Master Complementary Deposit Agreement becomes void or ceases to be
effective and enforceable for any reason whatsoever, this Master Subordinated Deposit
Agreement shall also become void or cease to be effective and enforceable accordingly.
Any payment already made by the Centralising Unit acting in the name and on behalf of the
Sellers or on its own behalf to the Purchaser under this Master Subordinated Deposit
Agreement, the General Master Purchase Agreement, the Receivables Purchase Agreements and
the Master Complementary Deposit Agreement shall not be affected by such a nullity,
ineffectiveness or unenforceability.
	 
	18.	 	PARTIAL INVALIDITY
	 
	 	 	If one or more provisions of this Master Subordinated Deposit Agreement is or becomes
invalid, illegal or unenforceable in any respect in any jurisdiction or with respect to
any Party, such invalidity, illegality or unenforceability in such jurisdiction or with
respect to such Party or Parties shall not, to the fullest extent permitted by applicable
law, render invalid, illegal or unenforceable such provision or provisions in any other
jurisdiction or with respect to any other Party or Parties hereto.










 



15


	 	 	Such invalid, illegal or unenforceable provision shall be replaced by the Parties to such
contract with a provision which reflects in so far as is reasonably possible the
intentions of the invalid, illegal or unenforceable provision. Any fees, costs and
expenses incurred by the Parties in connection with any amendment necessary or advisable
pursuant to this Article shall be borne exclusively by the Subordinated Depositor.
	 
	19.	 	AMENDMENTS
	 
	19.1	 	No amendment to this Master Subordinated Deposit Agreement (other than contemplated in
Article 19.2) may be made without the written consent of each other Party thereto and (a)
unless the Rating Agencies (i) have been informed and provided by the Arranger with all
necessary details they may require in respect of such contemplated amendment and (ii) have
confirmed that the contemplated amendment will not entail a downgrading or withdrawal of the
current ratings of any Notes issued by the Issuers, or that the contemplated amendment will
reduce a downgrading or withdrawal which would otherwise occur, but for such amendment being
made, and (b) each Issuer and each Liquidity Bank has given its prior written consent to such
amendment (such consent not being unreasonably withheld or delayed).
	 
	19.2	 	In contemplation of the Joint Lead Arrangers obtaining a shadow rating from Moody’s or any
other Rating Agency within a reasonable time limit of the date of the Amendment Date, and in
case the Parties agree with the Overcollateralisation Rate as calculated by such Rating
Agency, the Parties agree that this Master Subordinated Deposit Agreement and the attached
Schedules will be amended as soon as practicable at that time in order to reflect the changes
in the calculation reflected in such Schedules. It is understood that the Joint Lead
Arrangers will use all reasonable efforts to obtain such shadow rating.
	 
	20.	 	LIMITED RECOURSE — NON PETITION
	 
	20.1	 	Limited recourse
	 
	 	 	Each of the Agent, the Centralising Unit, the Subordinated Depositor and the Calculation
Agent agrees to limit its claims and recourse against ESTER FINANCE (including in the
event of a breach by ESTER FINANCE of any of its representations and warranties, or any of
its obligations hereunder) to the amount of the Available Funds on the relevant date.
	 
	20.2	 	Non Petition
	 
	 	 	Each of the Agent, the Centralising Unit, the Subordinated Depositor and the Calculation
Agent irrevocably and unconditionally undertakes and agrees:






	 	(i)	 	not to exercise any rights of contractual or other recourse which it may
have against ESTER FINANCE in the event of a breach by ESTER FINANCE of any of its
representations and warranties, or any of its obligations under this Master
Subordinated Deposit Agreement, except in the event of the gross negligence (faute
lourde) or wilful misconduct (dol) on the part of ESTER FINANCE; and
	 
	 	(ii)	 	not to institute any legal proceedings, take other steps or institute other
proceedings against ESTER FINANCE, the purpose or effect of which is the appointment
of a conciliator or an ad hoc agent, or the opening of receivership proceedings or
insolvency proceedings (redressement judiciaire or liquidation judiciaire) or any
other similar proceedings.










 



16








	21.	 	GOVERNING LAW — JURISDICTION
	 
	21.1	 	This Master Subordinated Deposit Agreement shall be governed by French law.
	 
	21.2	 	Any dispute as to the validity, interpretation, performance or any other matter arising out
of this Master Subordinated Deposit Agreement shall be subject to the jurisdiction of the
competent courts of Paris (Cour d’appel de Paris). The choice of this jurisdiction is entirely
for the benefit of the Purchaser which shall retain the right to bring proceedings in any
other competent court.










 



17







	 	 	 	 	 	 	 	 	 
	Executed in Paris on 23 July 2008 in four (4) originals by:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ESTER FINANCE TITRISATION	 	DUNLOP TYRES LIMITED

Subordinated Depositor and
Centralising Unit	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EUROFACTOR

Agent	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	
CALYON

Calculation Agent

	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 











 



18


SCHEDULE 1 CALCULATION OF THE OVERCOLLATERALISATION RATE



EUROFACTOR calculates the Overcollateralisation Rate for each Funded Settlement Date applied for
such Funded Settlement Date and the next Intermediary Settlement Date during the Replenishment
Period as follows:


 

Criteria such as theoretical DSO, loss horizon and dilution horizon could be updated during the
life time of the program, according to any change in the collecting and management procedures of
the Sellers as noticed during the follow-up audits.



Overcollateralisation Rate (m) (*) = Maximum [30% — Discount Reserve Rate; Loss Reserve Rate (m)+
Dilution Reserve (m) + YER Reserve (m) + Customer/Supplier Reserve (m)] + Exchange Rate Reserve







 




	(*)	 	As used herein, “m” means, with respect to any Funded Settlement Date, as the case may be, the
Assessment Date related to the such Funded Settlement Date or the calendar month ending on such
Assessment Date and “m-X” means the Xth calendar month preceding such calendar month.








The Loss Reserve means the Loss Reserve Rate multiplied by the sum of (i) the Outstanding Amount of
the Eligible Receivables and (ii) the Outstanding Amount of the Refinanced Eligible Receivables.





	1.	 	Loss Reserve Rate





	 	 	 
	- Theoretical days of sales outstanding(DSO):

	 	81 days (**)
	 
	 	 
	- Defaulted Receivables period:

	 	beyond 90 days past due
	 
	 	 
	- Stress factor:

	 	2,25 
	 
	 	 
	- Loss horizon:

	 	5 months and 26 days (***)

X months and Y days






	 	 	 
	Loss Reserve Rate (m) =

	 	Maximum (Stress factor * Loss horizon ratio
(m) * maximum within the last 12 months of the
Loss ratio (m) + Default Volatility Factor;
Floor Reserve Rate)
	 
	 	 
	Loss horizon ratio (m) =

	 	[Y/30 * Turnover (m-X) + Turnover (m-[X-1]) +
Turnover (m-[X-2]) + ... + Turnover (m)] /
[Outstanding Amount of Sold Receivables as of
the end of month m + Outstanding Amount of
Refinanced Sold Receivables as of the end of
month m — Outstanding Amount of Defaulted
Receivables as of the end of month m -
Outstanding Amount of Refinanced Defaulted
Receivables as of the end of month m -
Outstanding Amount of Net Miscellaneous
Receivables as of the end of month m -












 



19


	 	 	 
	 

	 	Outstanding Amount of Refinanced Net
Miscellaneous Receivables as of the end of
month m]
	 
	 	 
	Turnover (m) =

	 	The aggregated gross Sold Receivables and
Refinanced Sold Receivables sold during the
relevant period VAT included
	 
	 	 
	Loss ratio (m) =

	 	average within the 3 last calendar months of
the Defaulted ratio
	 
	 	 
	Defaulted Receivables (m) =

	 	Sold Receivables and Refinanced Sold
Receivales that became Defaulted Receivables
and Refinanced Defaulted Receivales during the
relevant month
	 
	 	 
	Defaulted ratio (m)

	 	(Defaulted Receivables (m) + Refinanced

Defaulted Receivables (m) ) / Turnover

(m-[X+1])
	 
	 	 
	Defaulted Volatility Factor

	 	standard deviation over twelve past months
(including the month m) of the Defaulted
ratios multiplied by 1,96
	 
	 	 
	Floor Reserve Rate (m) =

	 	{Maximum [sum of the Receivables for Financing
on the 5 Debtors Groups with the largest
Receivables for Financing who are non rated or
non investment grade; sum of the Receivables
for Financing of the 4 Debtors Groups with the
largest Receivables for Financing who are
rated BB-to BB+; sum of the Receivables for
Financing of the 3 Debtors Groups with the
largest Receivables for Financing rated BBB-to
BBB+; +; sum of the Receivables for Financing
of the 2 Debtors Groups with the largest
Receivables for Financing rated A- to A+; /
(Outstanding Amount of Eligible Receivables as
of “m” + Outstanding Amount of Refinanced
Eligible Receivables as of “m”)
	 
	 	 
	Receivables for Financing =

	 	Aggregated amount of the Outstanding Amount of
Eligible Receivables and Outstanding Amount of
Refinanced Eligible Receivables, on the
relevant Assessment Date
	 
	 	 
	Debtors Group =

	 	means a group of debtors for which a parent
company owns 50% + 1% of voting rights.












 



20


 





	(**)	 	 Theoretical DSO corresponds to the average theoretical condition of payment of invoicing
as provided by the Seller and the Refinanced Seller at each follow up audit






(***) Loss horizon is equal to theoretical DSO plus the Defaulted Receivables period plus 5 days.





	2.	 	Dilution Reserve





	 	 	 
	- Dilution horizon:

	 	1 month (****)
	 
	 	 
	- Stress factor (SF):

	 	2,25 
	 
	 	 
	Dilution reserve (m) =

	 	[{SF * ED} + {DS — ED}*{DS/ED}] * DHR (m)
	 
	 	 
	Expected Dilution (ED) =

	 	average Dilution ratio within the last 12 months
	 
	 	 
	Dilution ratio (m) =

	 	Net Credit Notes (m) / Turnover (m-1)
	 
	 	 
	Net credit notes (m) =

	 	new Credit Notes issued during the relevant
month, based on the reporting template filled
monthly by each seller and the Refinanced
Seller, excluding any Miscellaneous Accounting
Credit Entries
	 
	 	 
	Dilution Spike (DS) =

	 	Maximum Dilution ratio within the last 12 months
	 
	 	 
	Dilution horizon ratio (DHR) =

	 	Turnover (m) / [Outstanding Amount of Sold
Receivables as of the end of month m -
Outstanding Amount of Defaulted Receivables as
of the end of month m — Outstanding Amount of
Net Miscellaneous Receivables as of the end of
month m + Outstanding Amount of Refinanced Sold
Receivables as of the end of month m -
Outstanding Amount of Refinanced Defaulted
Receivables as of the end of month m -
Outstanding Amount of Refinanced Net
Miscellaneous Receivables as of the end of
month m]






 





	(****)	 	Dilution horizon is equal to the estimated average amount of time elapsed from the
creation of an Eligible Receivable and a Refinanced Eligible Receivable to the issuance of a Credit
Note pertaining thereto.











 



21



	4.	 	YER Reserve






YER Reserve (m) = Maximum Consolidated YERŒ (m) / [Outstanding Amount of Sold
Receivables as of the end of month m — Outstanding Amount of Defaulted Receivables as of
the end of month m — Outstanding Amount of Net Miscellaneous Receivables as of the end of
month m + Outstanding Amount of Refinanced Sold Receivables as of the end of month m -
Outstanding Amount of Refinanced Defaulted Receivables as of the end of month m -
Outstanding Amount of Refinanced Net Miscellaneous Receivables as of the end of month m]


Œ Consolidated YER declared in the Assessment Report





	5.	 	Customer / Supplier Reserve






Customer / Supplier Reserve (m) = Customer — Suppliers outstanding� (m) /
[Outstanding Amount of Sold Receivables as of the end of month m — Outstanding Amount of
Defaulted Receivables as of the end of month m — Outstanding Amount of Net Miscellaneous
Receivables as of the end of month m + Outstanding Amount of Refinanced Sold Receivables
as of the end of month m — Outstanding Amount of Refinanced Defaulted Receivables as of
the end of month m — Outstanding Amount of Refinanced Net Miscellaneous Receivables as of
the end of month m]


� Customer- Suppliers outstanding such as declared in the Assessment Report





	6.	 	Discount reserve rate




Discount reserve rate = Discount Reserve (1) / [Outstanding Amount of Sold Receivables
on such Settlement Date (2) — Outstanding Amount of Defaulted Receivables on such
Settlement Date (3) — Outstanding Amount of Net Miscellaneous Receivables on such
Settlement Date + Outstanding Amount of Refinanced Sold Receivables as of the end of month m -
Outstanding Amount of Refinanced Defaulted Receivables as of the end of month m — Outstanding
Amount of Refinanced Net Miscellaneous Receivables as of the end of month m]





With:




 (1) The Discount Reserve is defined in schedule 1 of the General Master Purchase
Agreement.




 (2) Taking into account Purchasable Receivables to be purchased on such
Settlement Date




 (3) Excluding any such receivables that, after becoming Doubtful Receivables,
have been repurchased.




	7.	 	Exchange Rate Reserve




Exchange Rate Reserve = Exchange Rate Probability * [Outstanding Amount of Sold Receivables in GBP
on such Settlement Date / Outstanding Amount of Sold Receivables on such Settlement Date +
Outstanding Amount of Refinanced Sold Receivables on such Settlement Date]



Exchange Rate Probability = mean + 2 * standard deviation



The mean and the standard deviation are calculated on the historical 15-day % of change over the
last 5 years of the GBP vs Euro currency rate, following a lognormal statistic rule.



The Exchange Rate Probability shall be updated semi annually by the Agent, based on the information
received from the Calculation Agent.










 



22




SCHEDULE
2 CALCULATION OF THE SUBORDINATED DEPOSIT






On each Settlement Date during the Replenishment Period:




	 	 	 
	Subordinated Deposit =

	 	Overcollateralisation Rate, * [Outstanding Amount of Sold
Receivables on such Settlement Date (1) + Outstanding Amount of Refinanced
Sold Receivables on such Settlement Date — Outstanding Amount of Defaulted Receivables
on such Settlement Date (2) — Outstanding Amount of Refinanced Defaulted
Receivables on such Settlement Date — Outstanding Amount of Net Miscellaneous
Receivables on such Settlement Date — Outstanding Amount of Refinanced Net
Miscellaneous Receivables on such Settlement Date];
	 
	 	 
	+

	 	Outstanding Amount
of Defaulted Receivables on such Settlement Date
(2)
	 
	 	 
	+

	 	Outstanding Amount
of Refinanced Defaulted Receivables on such Settlement
Date(2)
	 
	 	 
	+

	 	Outstanding Amount
of Net Miscellaneous Receivables (3) on such
Settlement Date
	 
	 	 
	+

	 	Outstanding Amount
of Refinanced Net Miscellaneous Receivables
(3) on such Settlement Date.








 




			
	(1)	 	Taking into account Refinanced Purchasable Receivables and Purchasable Receivables
to be purchased on such Settlement Date.
	 
	(2)	 	Excluding any such receivables that, after becoming Doubtful Receivables or
Refinanced Doubtful Receivables, have been repurchased.
	 
	(3)	 	As long as the sum of the Outstanding Amount of Net Miscellaneous Receivables and
the Outstanding Amount of Refinanced Net Miscellaneous Receivables is positive.










 



23






SCHEDULE 3
 CALCULATION OF THE SUBORDINATED DEPOSIT FEE



On each Funded Settlement Date, during the Replenishment Period, the Subordinated Deposit Fee due
and payable shall be equal to the sum of:



the Subordinated Deposit Fee Component calculated on the Calculation Date preceding such Funded
Settlement Date and the Subordinated Deposit Fee Component calculated on the Calculation Date
preceding the last Intermediary Settlement Date in accordance with schedule 18C of the General
Master Purchase Agreement.