<PAGE>

                                                                     EXHIBIT 4.2

GOODYEAR

-------------------------------------------------------------------------------

                              AMENDMENT NO.1 TO THE

                      MASTER SUBORDINATED DEPOSIT AGREEMENT

                            DATED DECEMBER 10, 2004

-------------------------------------------------------------------------------

                                DATED 23 MAY 2005
                                    BETWEEN

                                   EUROFACTOR
                                    as Agent

                                     CALYON
                              as Calculation Agent

                            ESTER FINANCE TITRISATION
                                  as Purchaser

                                       AND

                    GOODYEAR DUNLOP TIRES FINANCE EUROPE B.V.
                 as Subordinated Depositor and Centralising Unit

                                               En accord entre les parties, les
                                               presentes ont ete reliees par le
                                               procede ASSEMBLACT R.C. empechant
                                               toute substitution ou addition
                                               et sont seulement signees a la
                                               derniere page.

                           [GIDE LOYRETTE NOUEL LOGO]

-------------------------------------------------------------------------------

           26, COURS ALBERT 1ER 75008 PARIS TEL. +33 (0)1 40 75 60 00
           FAX +33 (0)1 43 59 37 79 E-MAIL INFO@GIDE.COM WWW.GIDE.COM




<PAGE>

                                                                               2

THIS FIRST AMENDMENT IS ENTERED INTO BETWEEN:

1.    ESTER FINANCE TITRISATION, a company incorporated under French law and
      authorised as a credit institution (etablissement de credit), having its
      registered office at 19 Boulevard des Italiens, 75 002 Paris, France,
      registered with the Trade and Companies Registry of Paris under the number
      414 886 226, whose representative is duly authorised for the purpose of
      this Agreement (hereafter referred to as the "PURCHASER");

2.    EUROFACTOR, a company incorporated under French law and authorised as a
      credit institution (etablissement de credit), having its registered office
      at Tour d'Asnieres, 4, avenue Laurent Cely, 92608 Asnieres, France,
      registered with the Trade and Companies Registry of Nanterre under the
      number 642 041 560, whose representative is duly authorised for the
      purpose of this Agreement (hereafter referred to as the "AGENT");

3.    CALYON, a company incorporated under French law and authorised as a credit
      institution (etablissement de credit), having its registered office at 9
      quai du President Paul Doumer, 92920 Paris La Defense Cedex, France,
      registered with the Trade and Companies Registry of Nanterre under the
      number 304 187 701, whose representatives are duly authorised for the
      purpose of this Agreement (hereafter referred to as the "CALCULATION
      AGENT");

4.    GOODYEAR DUNLOP TIRES FINANCE EUROPE B.V., a company incorporated under
      Dutch law, having its registered office at Deboelelaan 7, 1083 HJ,
      Amsterdam, The Netherlands, registered with the Companies Registry of
      Amsterdam under the number 34197964, whose representative is duly
      authorised for the purpose of this Agreement (hereafter referred to as the
      "SUBORDINATED DEPOSITOR" or the "CENTRALISING UNIT");

All individually referred hereinafter to as an "AMENDMENT PARTY" and
collectively referred to as the "AMENDMENT PARTIES".

<PAGE>

                                                                               3

WHEREAS:

1.    The Purchaser, the Agent, the Subordinated Depositor and the Calculation
      Agent entered into on December 10, 2004 a master subordinated deposit
      agreement (the "MASTER SUBORDINATED DEPOSIT AGREEMENT").

2.    The Purchaser will finance the acquisition of Purchasable Receivables (a)
      partly out of the Senior Deposit effected by the Depositor with the
      Purchaser in accordance with the Master Senior Deposit Agreement and (b)
      partly by way of set-off against any amount due and payable by the
      Centralising Unit to the Purchaser in connection with (i) the Subordinated
      Deposit and (ii) the Complementary Deposit.

3.    As of the date hereof, the Purchaser, the Agent, the Subordinated
      Depositor and the Calculation Agent agree to modify schedule 1 of the
      Master Subordinated Deposit Agreement in order to include the Discount
      Reserve in the calculation of the Overcollateralisation Rate therein.

4.    The Amendment Parties have agreed to enter into this amendment to the
      Master Subordinated Deposit Agreement (the "FIRST AMENDMENT") in order to
      amend the provisions of the Master Subordinated Deposit Agreement in
      accordance with the terms and conditions provided for under this amendment
      subject to the provisions of article 19 of the Master Subordinated Deposit
      Agreement.

<PAGE>

                                                                               4

IT IS HEREBY AGREED AS FOLLOWS:

ARTICLE 1. DEFINITIONS

Except as otherwise defined herein, capitalised terms and expressions used in
the First Amendment (including their recitals) shall have the same meaning as
ascribed to them in the General Master Purchase Agreement, as amended and
restated on the date hereof. The Schedules hereto shall form an integral part of
this First Amendment.

ARTICLE 2. INTERPRETATION

In this First Amendment, unless the context calls for another interpretation:

(a)   reference to Articles and Schedules shall be construed as references to
      the articles and schedules of this First Amendment. Any reference to this
      First Amendment includes a reference to its recitals and schedules;

(b)   headings are for convenience only and shall not affect the interpretation
      of the First Amendment;

(c)   words in the singular shall cover the plural 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)   words appearing in this First Amendment 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;

(g)   a reference to a document shall be construed as a reference to such
      document as may be amended, supplemented or replaced by novation;

(h)   references to any Securitisation Document shall be construed to mean such
      securitisation document, as amended and restated on the date hereof or as
      may be amended and supplemented from time to time.

ARTICLE 3. PURPOSE

3.1 The purpose of this First Amendment is to set out the conditions according
to which the Amendment Parties have agreed to amend and restate the Master
Subordinated Deposit Agreement including, but not limited to, the insertion of
the Discount Reserve in the

<PAGE>

                                                                               5

calculation of the Overcollateralisation Rate appended to schedule 1 of this
Master Subordinated Deposit Agreement.

3.2 Therefore, as from the date of this First Amendment and on the basis of the
amendments agreed upon by the Amendment Parties, the terms and conditions of the
Master Subordinated Deposit Agreement, as such terms and conditions are set out
in Schedule 1 to this First Amendment, shall apply to the Amendment Parties.

ARTICLE 4. TERM

This First Amendment shall take effect on the date hereof, provided that all
conditions precedent set out in schedule 2 of the General Master Purchase
Agreement have been fulfilled.

ARTICLE 5. CONDITIONS PRECEDENT TO THE EXECUTION OF THIS FIRST AMENDMENT

Prior to the execution of this First Amendment, the following conditions must
have been complied with:

(a)   the Rating Agencies have:

      (i)   been informed of the contemplated amendment, and

      (ii)  have confirmed that the amendments contemplated therein will not
            entail a downgrading or withdrawal of the current ratings of the
            Notes issued by the Issuer in accordance with the provisions of
            article 19 of the Master Subordinated Deposit Agreement;

(b)   each Issuer and each Liquidity Bank has given its prior written consent to
      such First Amendment.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES

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

(a)   it is a liability company duly incorporated and validly existing under
      Dutch law and has the capacity:

      (i)   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

      (ii)  to enter into and perform its obligations under this First
            Amendment;

(b)   the execution of this First Amendment does not require any authorisation
      with respect to the Subordinated Depositor that has not already been
      obtained and communicated to the

<PAGE>

                                                                               6

      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;

(c)   the execution of this First Amendment and the performance of the
      obligations under this First Amendment 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;

(d)   the obligations arising out of this First Amendment are binding on the
      Subordinated Depositor and enforceable in accordance with their respective
      terms, subject to applicable bankruptcy, insolvency, moratorium and other
      laws affecting creditors' rights generally;

(e)   in the event that, in accordance with the provisions of this First
      Amendment and the General Master Purchase Agreement as amended and
      restated on the date hereof, 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 as amended and restated on the date hereof); and

(f)   the constitution of the Subordinated Deposit as cash collateral
      (affectation a titre de gage-especes) in favour of the Purchaser, as set
      forth in article 10 of the Master Subordinated Deposit Agreement, 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.

ARTICLE 7. NO NOVATION

7.1 The First Amendment does not create any novation of the Master Subordinated
Deposit Agreement. The Amendment Parties agree that the provisions of the Master
Subordinated Deposit Agreement, as amended and restated by this First Amendment,
shall remain in full force and effect.

7.2 The Amendment Parties accept that any reference to the Master Subordinated
Deposit Agreement in another contract entered by one Amendment Party is
interpreted as a reference to the Master Subordinated Deposit Agreement as
modified by the First Amendment.

7.3 The Amendment Parties hereby acknowledge and, if necessary, accept all
amendments made to the Transaction Documents on the date hereof.

<PAGE>

                                                                               7

ARTICLE 8. GOVERNING LAW - JURISDICTION

8.1 This First Amendment shall be governed by, and construed in accordance with,
French law.

8.2 Any dispute as to the validity, interpretation, performance or any other
matter arising out of this First Amendment shall be subject to the jurisdiction
of the competent courts of 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.

Made in Paris,

on 23 May 2005, in 4 (four) originals.

GOODYEAR DUNLOP TIRES FINANCE EUROPE B.V.

represented by /s/ Ronn Archer
               ---------------------
duly authorised for the purpose of executing this First Amendment

EUROFACTOR

represented by /s/ Olga de Carvallis
               ---------------------
duly authorised for the purpose of executing this First Amendment

ESTER FINANCE TITRISATION

                                                       RICHARD SINCLAIR
                                                 Directeur General du Directoire
                                                   d'ESTER FINANCE TITRISATION

represented by /s/ Richard Sinclair
               --------------------
duly authorised for the purpose of executing this First Amendment

CALYON

represented by /s/ Francois Cavale and by /s/ Richard Sinclair
               -------------------        --------------------
duly authorised for the purpose of executing this First Amendment

<PAGE>

                                                                               8

                    SCHEDULE 1. AMENDED AND RESTATED MASTER
                         SUBORDINATED DEPOSIT AGREEMENT

<PAGE>

GOODYEAR

--------------------------------------------------------------------------------

                           AMENDED AND RESTATED MASTER
                         SUBORDINATED DEPOSIT AGREEMENT
                            DATED 10 DECEMBER, 2004
--------------------------------------------------------------------------------

                  AS AMENDED AND RESTATED ON DATED 23 MAY, 2005

                                     Between

                                   EUROFACTOR
                                    as Agent

                                     CALYON
                              as Calculation Agent

                            ESTER FINANCE TITRISATION
                                  as Purchaser

                                       AND

                      GOODYEAR DUNLOP TIRES FINANCE EUROPE
                                      B.V.
                 as Subordinated Depositor or Centralising Unit

                           [GIDE LOYRETTE NOUEL LOGO]

--------------------------------------------------------------------------------

           26, COURS ALBERT 1ER 75008 PARIS TEL. +33 (0)1 40 75 60 00
           FAX +33 (0)1 43 59 37 79 E-MAIL INFO@GIDE.COM WWW.GIDE.COM


<PAGE>

                                                                               2

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                   <C>
ARTICLE 1.  Definitions..............................................................................................  5

ARTICLE 2.  Interpretation...........................................................................................  5

ARTICLE 3.  Purpose of this Agreement................................................................................  6

ARTICLE 4.  Duration of the Agreement................................................................................  6

ARTICLE 5.  Amount of the Subordinated Deposit.......................................................................  7

ARTICLE 6.  No interest - no unavailability fee......................................................................  8

ARTICLE 7.  Repayment................................................................................................  9

ARTICLE 8.  Payments................................................................................................. 10

ARTICLE 9.  Representations and warranties........................................................................... 10

ARTICLE 10. Application of the Subordinated Deposit as cash collateral for the benefit of the Purchaser.............. 11

ARTICLE 11. Fees and expenses........................................................................................ 12

ARTICLE 12. Substitution and agency.................................................................................. 12

ARTICLE 13. Confidentiality.......................................................................................... 12

ARTICLE 14. Transferability of this Agreement........................................................................ 13

ARTICLE 15. Notices.................................................................................................. 13

ARTICLE 16. Exercise of rights....................................................................................... 13

ARTICLE 17. Indivisibility....................................................................,...................... 14

ARTICLE 18. Partial invalidity....................................................................................... 14

ARTICLE 19. Amendments............................................................................................... 14

ARTICLE 20. Limited recourse - Non petition.......................................................................... 15

ARTICLE 21. Governing law - jurisdiction............................................................................. 15

SCHEDULE 1.  CALCULATION OF THE OVERCOLLATERALISATION RATE........................................................... 17

SCHEDULE 2.  CALCULATION OF THE SUBORDINATED DEPOSIT................................................................. 20
</TABLE>

<PAGE>

                                                                               3

BETWEEN

1. EUROFACTOR, a company incorporated under French law, authorised as a credit
institution (etablissement de credit) and having its registered office at Tour
d'Asnieres, 4, avenue Laurent Cely, 92608 Asnieres, France, registered with the
Trade and Companies Registry of Nanterre under the number 642 041 560, 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 (etablissement de credit), having its registered office at 9 quai du
President Paul Doumer, 92920 Paris La Defense Cedex, France, registered with the
Trade and Companies Registry 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 limited company with a management and
supervisory board (societe anonyme a directoire et conseil de surveillance)
incorporated under French law and authorised as a credit institution
(etablissement de credit), having its registered office at 19 Boulevard des
Italiens, 75002 Paris, France, registered with the Trade and Companies Registry
of Paris under the number 414 886 226, whose representative is duly authorised
for the purpose of this agreement ("ESTER FINANCE" or the "PURCHASER");

4. GOODYEAR DUNLOP TIRES FINANCE EUROPE B.V., a company incorporated under Dutch
law, having its registered office at Deboelelaan 7, 1083 HJ, Amsterdam, The
Netherlands, registered with the Trade and Companies Registry of Amsterdam under
the number 34197964, whose representative is duly authorised for the purpose of
this agreement (the "CENTRALISING UNIT" or the "SUBORDINATED DEPOSITOR").

<PAGE>

                                                                               4

WHEREAS

GOODYEAR DUNLOP TIRES France S.A., FULDA REIFEN GmbH & Co KG, M-PLUS
MULTIMARKENMANAGEMENT GmbH & Co KG, GOODYEAR GmbH & Co KG, DUNLOP GmbH & Co KG,
GOODYEAR DUNLOP TIRES OE GmbH, GOODYEAR DUNLOP TIRES Italia SpA and GOODYEAR
DUNLOP TIRES Espana SA (the "SELLERS") are in the business of manufacturing
and/or supplying tyres and activities relating thereto, and hold receivables
over their respective debtors.

In order to provide financing to the Sellers, CALYON as arranger has proposed to
set up a securitisation transaction by way of the sale, on an ongoing basis, of
trade receivables resulting from the usual business of the Sellers in France,
Germany, Italy and Spain.

For such purposes, ESTER FINANCE has undertaken to purchase certain trade
receivables held by the Sellers (the "PURCHASABLE RECEIVABLES") by way of a
transfer of receivables pursuant to the provisions of the French law governed
general master purchase agreement (the "GENERAL MASTER PURCHASE AGREEMENT") and
the receivables purchase agreements (the "RECEIVABLES PURCHASE AGREEMENTS")
governed by French, German, Italian and Spanish law depending of the laws of the
incorporation of the relevant Seller.

ESTER FINANCE shall fund the acquisition of 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").

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 (affecte a litre de gage-especes) in favour of the Purchaser and have
agreed to enter into this agreement under the terms and subject to the
conditions set forth hereunder.

<PAGE>

                                                                               5

NOW IT IS HEREBY AGREED AS FOLLOWS:

                           CHAPTER I - INTERPRETATION

ARTICLE 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 Master Definitions Schedule attached as schedule 1 to the General Master
Purchase Agreement.

ARTICLE 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;

<PAGE>

                                                                               6

      (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.

                         CHAPTER II - PURPOSE - DURATION

ARTICLE 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 (affecte a litre de gage-especes) in favour of the Purchaser in
accordance with and subject to the provisions of Article 10 below.

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 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
sums due to it under the Subordinated Deposit or otherwise under this Master
Subordinated Deposit Agreement prior to the Program Expiry Date, it will look
solely to the amount of the sums received by the Purchaser under the General
Master Purchase Agreement until the Program Expiry Date in respect of the Sold
Receivables 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.

ARTICLE 4. DURATION OF THE AGREEMENT

4.1 This Master Subordinated Deposit Agreement shall enter into force on the
Closing 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.

<PAGE>

                                                                               7

                    CHAPTER III - AMOUNT OF THE SUBORDINATED
                                     DEPOSIT

ARTICLE 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 I 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 Funded Settlement Date, and shall be repaid, after full repayment of
the Senior Deposit, in accordance with the provisions of Article 7.

The amount of the Subordinated Deposit shall be calculated by the Agent on each
Calculation Date.

5.2   Calculation and setting up of the Subordinated Deposit

5.2.1 Calculation

(i) At the latest on the Calculation Date preceding the Initial Settlement Date,
the Agent shall calculate and notify forthwith the Purchaser and the
Subordinated Depositor the amount of the Subordinated Deposit to be made in
accordance with Article 5.1 above on the Initial Settlement Date, together with
the details of such calculation.

(ii) On each Calculation Date thereafter during the Replenishment Period, the
Agent shall calculate and notify forthwith the Purchaser and the Subordinated
Depositor of the difference between (i) the amount of the Subordinated Deposit
on the related Settlement Date, and (ii) the amount of the Subordinated Deposit
on the preceding Settlement Date, together with the details of such calculation.

If the new amount of the Subordinated Deposit is higher than the amount of the
Subordinated Deposit on the preceding Settlement Date, the Subordinated Deposit
shall be increased by the Euro amount of the difference (the "INCREASE IN THE
SUBORDINATED DEPOSIT").

If the new amount of the Subordinated Deposit is lower than the amount of the
Subordinated Deposit on the preceding Settlement Date, the Subordinated Deposit
shall be reduced by the Euro amount of the difference (the "REDUCTION OF THE
SUBORDINATED DEPOSIT").

<PAGE>

                                                                               8

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.

5.2.2 Setting up of the Subordinated Deposit

(i) On the Initial Settlement Date, before 9.00 a.m. (Paris time), the
Subordinated Depositor shall make a Subordinated Deposit in Euro with the
Purchaser. Such Subordinated Deposit shall be made by crediting the Current
Account, for the amount calculated in accordance with Article 5.2.1 (i) above,
in accordance with and subject to the provisions of article 6.4 of the General
Master Purchase Agreement.

(ii) On each Settlement Date after the Initial Settlement Date, 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 below.

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

ARTICLE 6. NO INTEREST - NO UNAVAILABILITY FEE

The Purchaser and the Subordinated Depositor hereby expressly agree that the
Subordinated Deposit shall not bear interest and that no unavailability fee
shall be paid to the Subordinated Depositor in relation to the making of the
Subordinated Deposit.

The Subordinated Depositor acknowledges that it has entered into intercompany
arrangements with the Sellers (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 it as a result of the
Subordinated Deposit made under this Master Subordinated Deposit Agreement.

<PAGE>

                                                                               9

                        CHAPTER IV - REPAYMENT - PAYMENTS

ARTICLE 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 under article 16
of the General Master Purchase Agreement and Article 7.2 below, and in
particular shall be subject to the full repayment of any amount due under the
Senior Deposit.

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 in
the manner calculated under Article 5.2.1 above.

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, to the extent of the 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.

7.2.3 Such repayment shall be effected by means of the Distributed Amounts
received by the Purchaser under the 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.

7.2.4 In the event that, on the Program Expiry Date, the Subordinated Deposit
has not been repaid in full in accordance with the provisions of this Master
Subordinated Deposit Agreement, 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.

<PAGE>

                                                                              10

ARTICLE 8. PAYMENTS

8.1 All payments to be made in accordance with this Master Subordinated Deposit
Agreement shall be made in Euro.

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

ARTICLE 9. REPRESENTATIONS AND WARRANTIES

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

(i)   it is a liability company duly incorporated and validly existing under
      Dutch law 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 in accordance
      with their respective terms, subject to applicable bankruptcy, insolvency,
      moratorium and other laws affecting creditors' rights generally;

<PAGE>

                                                                              11

(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 fall 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

(vi)  the constitution of the Subordinated Deposit as cash collateral
      (affectation a titre de gage-especes) 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

ARTICLE 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 (affecte
a titre de gage-especes) by the Centralising Unit 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 (ii) any sum due
to the Purchaser by any Seller or the Centralising Unit pursuant to the
Transaction Documents.

The Subordinated Depositor hereby irrevocably agrees that the pledge and
application of the Subordinated Deposit as cash collateral (affectation du depot
subordonne a titre de gage-especes) 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-especes) 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 (creance 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

<PAGE>

                                                                              12

Purchaser in respect of the Sold Receivables, and (b) any remaining sums due to
the Purchaser by the Sellers or the Centralising Unit pursuant to the
Transaction Documents, remaining due as of the Program Expiry Date,

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 (creance en restitution).

                           CHAPTER VII - MISCELLANEOUS

ARTICLE 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 CALYON as arranger,
EUROFACTOR as Agent, and ESTER FINANCE, in accordance with article 29 of the
General Master Purchase Agreement.

ARTICLE 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 that 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.

ARTICLE 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 of the General Master Purchase Agreement.

<PAGE>

                                                                              13

ARTICLE 14. TRANSFERABILITY OF THIS AGREEMENT

Subject to article 12 above, 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.

ARTICLE 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.

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.

ARTICLE 16. EXERCISE OF RIGHTS

16.1 All rights conferred on the Purchaser 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 shall not prevent the
Purchaser or the Subordinated Depositor from exercising such a right again in
the future, or from exercising any other right.

<PAGE>

                                                                              14

ARTICLE 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, the
Master Subordinated Deposit Agreement and the Master Complementary Deposit
Agreement shall not be affected by such a nullity, ineffectiveness or
unenforceability.

ARTICLE 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.

Such invalid, illegal or unenforceable provision shall be replaced by the
Parties to such contract with a provision which comes as close as reasonably
possible to 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.

ARTICLE 19. AMENDMENTS

No amendment to this Master Subordinated Deposit Agreement 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).

<PAGE>

                                                                              15

ARTICLE 20. LIMITED RECOURSE - NON PETITION

20.1. Limited recourse

Each of the Parties agrees to limit their respective 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 Parties irrevocably and unconditionally undertakes and agrees:

(a)   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

(b)   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.

ARTICLE 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.

<PAGE>

                                                                              16

Executed in four (4) originals in Paris on 10 December, 2004.

                                  ESTER FINANCE

                         _________________________________
                         Name :
                         Title :

                    GOODYEAR DUNLOP TIRES FINANCE EUROPE B.V.

                         _________________________________
                         Name :
                         Title :

                                   EUROFACTOR

                         _________________________________
                         Name :
                         Title :

                                     CALYON

______________________________                  ______________________________
Name :                                          Name :
Title :                                         Title :

<PAGE>

                                                                              17

           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;
Maximum [Loss Reserve (m) + Dilution Reserve (m); Floor Reserve (m)] + YER
Reserve (m) + Customer/Supplier Reserve (m)]
--------------------------------------------------------------------------------

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

1. LOSS RESERVE

  - Theoretical days of sales outstanding(DSO)     : 81days(**)
  - 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 (m) = Stress factor * Loss horizon ratio (m) * maximum within
    the last 12 months of the Loss ratio (m)

    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
                                 Defaulted Receivables as of the end of month m
                                 - Outstanding Amount of Net Miscellaneous
                                 Receivables as of the end of month m]

    Turnover (m)                 = Gross 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 that became Defaulted
                                 Receivables during the relevant month

<PAGE>

                                                                              18

    Defaulted ratio (m)        = Defaulted Receivables (m) / Turnover (m-[X+1])

      (**) Theoretical DSO corresponds to the average theoretical condition of
      payment of invoicing as provided by the 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,
                                    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]

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

3. FLOOR RESERVE

      FLOOR RESERVE (m) = [Concentration factor (m) + Dilution component (m)]

      Concentration factor (m) - {Maximum [sum of the SRO on the 5 debtors
      groups with the largest SRO who are non rated or non investment grade; sum
      of the SRO of the 3 debtors groups with the largest SRO who are rated A-3;
      sum of the SRO of the 2 debtors groups with the largest SRO rated A-2; SRO
      for debtor group with the largest SRO rated A-l]} / Outstanding Amount of
      Eligible Receivables as of "m"

<PAGE>

                                                                              19

      SRO                         = Outstanding Amount of 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.

      Dilution component (m)      = Expected Dilution (m) * Dilution horizon
                                  ratio (m)

4. YER RESERVE

      YER RESERVE (m) = Maximum Consolidated YER 1(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]

      1 Consolidated YER declared in the Assessment Report

5. CUSTOMER / SUPPLIER RESERVE

      CUSTOMER / SUPPLIER RESERVE (m) = Customer - Suppliers outstanding 2 (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]

      2 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 oh such Settlement Date (2) - Outstanding Amount of Defaulted
      Receivables on such Settlement Date (3) - Outstanding Amount of Net
      Miscellaneous Receivables on such Settlement Date

    With:

      (1) The Discount Reserve is defined in Schedule 1 of the GMPA.

      (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.

By exception, the Overcollateralisation Rate for the Initial Settlement Date
will be fixed at 30%.

<PAGE>

                                                                              20

               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 Defaulted
                                  Receivables on such Settlement Date (2)
                                  - Outstanding Amount of Net Miscellaneous
                                  Receivables on such Settlement Date];

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

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

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

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

(3) As long as the Outstanding Amount of Net Miscellaneous Receivables is
    positive.


                                                En accord entre les parties, les
                                                presentes ont ete reliees par le
                                                procede ASSEMBLACT R.C.
                                                empechant toute substitution ou
                                                addition et sont seulement
                                                signees a la derniere page.