<PAGE>

                                                                     EXHIBIT 4.1

GOODYEAR

================================================================================

                              AMENDMENT NO.1 TO THE

                        GENERAL MASTER PURCHASE AGREEMENT

                             DATED DECEMBER 10, 2004

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

                                DATED 23 MAY 2005

                                     BETWEEN

                            ESTER FINANCE TITRISATION
                                  as Purchaser

                                   EUROFACTOR
                                    as Agent

                                     CALYON
                 as Joint Lead Arranger and as Calculation Agent

                           NATEXIS BANQUES POPULAIRES
                             as Joint Lead Arranger

                    GOODYEAR DUNLOP TIRES FINANCE EUROPE B.V.
                              as Centralising Unit

                                   THE SELLERS
                              listed in Schedule 1

                                       AND

                       GOODYEAR DUNLOP TIRES GERMANY GMBH

                                               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 1(CR) 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>

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 First Amendment (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 First Amendment (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 First Amendment ("CALYON", the "JOINT LEAD ARRANGER" or
      the "CALCULATION AGENT");

4.    NATEXIS BANQUES POPULAIRES, a limited company (societe anonyme)
      incorporated under French law and duly authorised as a credit institution
      (etablissement de credit), having its registered office at 45, rue Saint
      Dominique 75007 Paris, France and registered with the Trade and Companies
      Registry of Paris (Registre du Commerce et des Societes de Paris) under
      the number 542 044 524, whose representatives are duly authorised for the
      purpose of this First Amendment ("NBP" or the "JOINT LEAD ARRANGER");

5.    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 First Amendment (hereafter referred to
      as the "CENTRALISING UNIT");

6.    THE COMPANIES listed in Schedule 1 (each of them as a "SELLER" and
      collectively the "SELLERS");

7.    GOODYEAR DUNLOP TIRES GERMANY GMBH, a company incorporated under the laws
      of the Federal Republic of Germany, having its registered office at
      Dunlopstrasse 2, 63450 Hanau, Germany, registered with the commercial
      register of the local court in Hanau under number HRB 7163 (the "GOODYEAR
      DUNLOP TIRES GMBH");

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

<PAGE>

WHEREAS:

1.    The Purchaser, the Agent, the Joint Lead Arrangers, the Centralising Unit
      and the Sellers and Goodyear Dunlop Tires Germany GmbH entered into on
      December 10, 2004, a general master purchase agreement (the "GENERAL
      MASTER PURCHASE AGREEMENT") pursuant to which such companies may sell
      trade receivables to the Purchaser.

2.    As of the date hereof, the Purchaser, the Agent, the Joint Lead Arrangers,
      the Centralising Unit, the Sellers and Goodyear Dunlop Tires Germany GmbH
      agreed to amend the General Master Purchase Agreement, including, (i) the
      calendar dates of the General Master Purchase Agreement as appears in
      Schedule 11 of the General Master Purchase Agreement, (ii) the financial
      covenants set out in article 13.3 (xv) of the General Master Purchase
      Agreement and (iii) the integration of a New German Seller, Goodyear
      Dunlop Tires OE GmbH, to the Securitisation Transaction.

3.    At the same time, a new Issuer, Quasar, a conduit of KBC Bank N.V., a
      company incorporated under Belgian law and authorised as a credit
      institution (etablissement de credit), having its registered office at
      Havenlaan 2, B-1080 Brussels, Belgium, shall subscribe to units in the
      French fonds commun de creances (the "FUND") set up in accordance with
      articles L.214-43 to L.214-49 of the Monetary and Financial Code (Code
      monetaire et financier) and to which a receivable held by the Depositor
      over the Purchaser in connection with the repayment of the Senior Deposit
      has been assigned. Each Issuer funds the subscription of units, by issuing
      commercial paper (the "NOTES").

4.    The Amendment Parties have agreed to enter into this amendment (the "FIRST
      AMENDMENT") in order to (i) amend the provisions of the General Master
      Purchase Agreement and (ii) to acknowledge and accept the amendments to
      the Master Subordinated Deposit Agreement and the Receivables Purchase
      Agreements in accordance with and subject to the terms and conditions
      provided for under this First Amendment and subject to the provisions of
      article 35 of the General Master Purchase Agreement.

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 appended to this First
Amendment, as amended and restated by this First Amendment. The Schedules hereto
shall form an integral part of this First Amendment.

<PAGE>

ARTICLE 2. INTERPRETATION

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

(a)   references to "ARTICLES" and "SCHEDULES" shall be construed as references
      to the articles and schedules of this First Amendment and references to
      this First Amendment include its recitals and schedules;

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

(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)   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;

(f)   a reference to any person shall include its permitted assignees,
      transferees and successors or any person deriving title under or through
      it;

(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 and as
      may be amended and supplemented from time to time thereafter.

ARTICLE 3. PURPOSE

3.1 The General Master Purchase Agreement shall be amended and restated to
conform to the agreement set forth in Schedule 3.

3.2 This First Amendment is being executed simulateously with certain amendments
to other Securitisation Documents, including the Master Subordinated Deposit
Agreement and the Receivables Purchase Agreements.

3.3 The purpose of this First Amendment and the other Securitisation Documents
includes :

-     the amendment of the form of Transfer Deed attached to each Receivables
      Purchase Agreement;

-     changes to the financial conditions of the Securitisation Transaction;

-     the integration of Quasar as an Issuer in the Securitisation Transaction
      and any changes related thereto;

<PAGE>

-     the integration of a New German Seller to the General Master Purchase
      Agreement and any changes related thereto;

-     the amendment of the calendar table appended to Schedule 11 of the General
      Master Purchase Agreement;

-     the amendment of financial covenants as set out in article 13.3 (xv) of
      the General Master Purchase Agreement (Early Amortisation Event) as a
      result of the European Credit Facility executed 8 April, 2005;

-     changes to the definition of Foreseen Collections;

-     the inclusion of the Discount Reserve in the floor of the
      Overcollateralisation Rate;

-     the amendment of the Maximum Amount of the Senior Deposit.

3.4 Therefore, as from the date of this First Amendment, the terms and
conditions of the General Master Purchase Agreement, as such terms and
conditions are set out in Schedule 3 to this First Amendment, shall apply to the
Amendment Parties.

3.5 Each Seller hereby acknowledges and accepts the amendments to the General
Master Purchase Agreement, the Receivables Purchase Agreements and the Master
Subordinated Deposit Agreement. In particular, each Amendment Party acknowledges
and accepts the changes made to the Overcollateralisation Rate determined in
accordance with the provisions of Schedule 1 of the Master Subordinated Deposit
Agreement as amended on 23 May, 2005.

ARTICLE 4. TERM

This First Amendment shall commence on the date hereof provided that all
conditions precedent set out in Schedule 2 hereto have been fulfilled.

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

Prior to the execution of this First Amendment:

(a)   the Rating Agencies have:

      (i)   been informed of the contemplated amendment;

      (ii)  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 35 of the
            General Master Purchase Agreement; and

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

<PAGE>

ARTICLE 6. REPRESENTATIONS AND WARRANTIES

Each Seller, Goodyear Dunlop Tires Germany GmbH and the Centralising Unit
represents and warrants to the Purchaser, on the date hereof, that:

(a)   -     in the case of the French Seller, it is a limited company (societe
            anonyme) duly incorporated and validly existing under French law, or

      -     in the case of the German Parties, it is either a limited
            partnership (Gesellschaft mit beschrankter Haftung & Co
            Kommanditgesellschaft) or a limited liability company (Gesellschaft
            mit beschrankter Haftung), duly established and validly existing
            under German law, or

      -     in the case of the Italian Seller, it is a joint stock company
            (societa per azioni) duly incorporated and validly existing under
            Italian law, or

      -     in the case of the Spanish Seller, it is a corporation (sociedad
            anonima) duly incorporated and validly existing under Spanish law,
            or

      -     in the case of the Centralising Unit, it is a limited liability
            company duly incorporated and validly existing under Dutch law;

(b)   it 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
      failure of such capacity would not be reasonably likely to result in a
      Material Adverse Effect, and (ii) to enter into and perform its
      obligations under the First Amendment;

(c)   the execution of this First Amendment does not require any corporate or
      other authorisation that it has not already obtained and provided 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;

(d)   except to the extent that no Material Adverse Effect would be reasonably
      likely to result, the execution of the First Amendment and the performance
      of its obligations under the First Amendment will not contravene (i) any
      of the provisions of its articles of association or of any other of its
      constitutional documents, (ii) any laws or regulations applicable to it,
      or (iii) any contractual obligations, negative pledges, agreements or
      undertakings to which it is a party or by which it is bound;

(e)   the First Amendment constitutes its legal, valid and binding obligations
      and is enforceable against it in accordance with its terms, subject to
      applicable bankruptcy, insolvency, moratorium and other laws affecting
      creditors' rights generally.

ARTICLE 7. NO NOVATION

7.1 The First Amendment does not create any novation of the General Master
Purchase Agreement. The Amendment Parties agree that the provisions of the
General Master Purchase

<PAGE>

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 General Master
Purchase Agreement in another contract entered by one Amendment Party is
interpreted as a reference to the General Master Purchase Agreement as modified
by the First Amendment.

ARTICLE 8. SIGNATURES AND REGISTRATION

8.1 In order to simplify the signatures formalities of the First Amendment, the
Amendment Parties agree to execute each original copy without initialling each
page.

8.2 The Amendment Parties hereby agree not to register this First Amendment with
the French tax administration, although if one Amendment Party elects to do so,
it shall carry out such a registration at its own expense.

ARTICLE 9. GOVERNING LAW - JURISDICTION

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

9.2 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 seven (7) originals.

GOODYEAR DUNLOP TIRES FRANCE S.A.

represented by /s/ Pierre Alain Nilsson
               -------------------------
duly authorised for the purpose of executing this First Amendment

<PAGE>

FULDA REIFEN GMBH & CO. KG

represented by /s/ Klaus Romanus
               -------------------
duly authorised for the purpose of executing this First Amendment

M-PLUS MULTIMARKENMANAGEMENT GMBH & CO. KG

represented by /s/ Klaus Romanus
               -------------------
duly authorised for the purpose of executing this First Amendment

GOODYEAR GMBH & CO. KG

represented by /s/ Klaus Romanus
               -------------------
duly authorised for the purpose of executing this First Amendment

DUNLOP GMBH & CO. KG

represented by /s/ Klaus Romanus
               -------------------
duly authorised for the purpose of executing this First Amendment

GOODYEAR DUNLOP TIRES OE GMBH

represented by /s/ Klaus Romanus
               -------------------
duly authorised for the purpose of executing this First Amendment

GOODYEAR DUNLOP TIRES ITALIA SPA

represented by /s/ Pierre Alain Nilsson
               ------------------------
duly authorised for the purpose of executing this First Amendment

<PAGE>

GOODYEAR DUNLOP TIRES ESPANA S.A.

represented by /s/ Pierre Alain Nilsson
               ------------------------
duly authorised for the purpose of executing this First Amendment

GOODYEAR DUNLOP TIRES FINANCE EUROPE B.V.

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

GOODYEAR DUNLOP TIRES GERMANY GMBH

represented by /s/ Klaus Romanus
               ------------------------
duly authorised for the purpose of executing this First Amendment

EUROFACTOR

represented by /s/ Olga M. 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>

NBP

represented by /s/ Hug-Hoang Dang and by /s/ R. Graire duly authorised for the
               ------------------        -------------
purpose of executing this First Amendment

<PAGE>

                           SCHEDULE 1. LIST OF SELLER

<TABLE>
<CAPTION>
                                                                     COUNTRY OF THE
                 SELLER                       REGISTER NUMBER           SELLER
------------------------------------------  -------------------      --------------
<S>                                         <C>                      <C>
    GOODYEAR DUNLOP TIRES FRANCE S.A.          RCS NANTERRE              FRANCE
                                                330 139 403
       FULDA REIFEN GMBH & CO. KG             HRA 1525 (FULDA)           GERMANY
M-PLUS MULTIMARKENMANAGEMENT GMBH & CO. KG    HRA 5601(HANAU)            GERMANY
         GOODYEAR GMBH & CO. KG               HRA 1508 (FULDA)           GERMANY
          DUNLOP GMBH & CO. KG                HRA 5595 (HANAU)           GERMANY
      GOODYEAR DUNLOP TIRES OE GmbH           HRB 1907 (FULDA)           GERMANY
    GOODYEAR DUNLOP TIRES ITALIA SpA        063232010015 (ROME)           ITALY
     GOODYEAR DUNLOP TIRES ESPANA SA         M-110718 (MADRID)            SPAIN
</TABLE>

<PAGE>

SCHEDULE 2. CONDITIONS PRECEDENT TO THE ENTRY INTO FORCE OF THE AMENDMENT

This First Amendment shall not take effect unless and until the Purchaser, the
Issuers and the Liquidity Banks have received, on the date hereof:

1.    PARTIES TO THE SECURITISATION DOCUMENTS IN DECEMBER 2004

These parties are Calyon, Natexis Banques Populaires, Ester Finance Titrisation,
Eurofactor the initial Sellers, the Centralising Unit, Goodyear Dunlop Tires
Europe B.V and Goodyear Dunlop Tires Germany GmbH:

Each of the initial Sellers, the Centralising Unit, Goodyear Dunlop Tires Europe
B.V and Goodyear Dunlop Tires Germany GmbH, as applicable, shall provide:

(i)   articles and memorandum of association certified true, complete and
      up-to-date on the date of execution of this First Amendment;

(ii)  extract from:

      -     in the case of any French entity, from the Trade and Companies
            Registry (Registre du Commerce et des Societes);

      -     in the case of any German entity, from the Commercial Register of
            the local court (Amtsgericht) pertaining to it;

      -     in the case of any Italian entity, from the Companies Registry
            (Registro delle imprese) of the relevant Chamber of Commerce (Camera
            di Commercio);

      -     in the case of any Spanish entity, from the Commercial Registry
            (Registro Mercantil) of the province where the corporate domicile of
            the Spanish entity is located;

      pertaining to it dating less than 30 days before the execution of the
      amendment to the Securitisation Documents;

(iii) necessary corporate authorisations to execute and perform any amendment to
      the Securitisation Documents to which each of them are a party;

(iv)  powers to execute and perform the amendment to the Securitisation
      Documents to which each of them are a party;

(v)   with respect to each initial Seller, the Centralising Unit, Goodyear
      Dunlop Europe B.V. and Goodyear Dunlop Tires Germany GmbH, (a) a legal
      opinion from external counsel as to its capacity to enter into the
      amendment to the Securitisation Documents to which it is a party and to
      perform its obligations thereunder and (b) an in-house legal opinion or,
      as the case may be, an in-house officer's certificate;

(vi)  in the case of Goodyear Dunlop Europe B.V., a new Comfort Letter in the
      form of Schedule 10 to the Amended and Restated General Master Purchase
      Agreement; and

<PAGE>

(vii) in the case of Goodyear Dunlop Europe B.V., a Performance Letter in the
      form of Schedule 10 to the Amended and Restated General Master Purchase
      Agreement.

2.    GOODYEAR DUNLOP TIRES OE GmbH (THE "NEW GERMAN SELLER")

The Amendment to the General Master Purchase Agreement shall not enter into
force unless and until:

(i)   the following documents from the New German Seller, and the Issuers,
      Liquidity Banks and the Purchaser have determined that the same are
      satisfactory in form and substance:

      (a)   a copy of the current articles of association documents of the New
            German Seller certified to be true, complete and up-to-date by a
            duly authorised representative of the New German Seller;

      (b)   an extract from the Commercial Register of the local court
            (Amtsgericht) pertaining to it dating from less than thirty (30)
            days prior to the date of execution of the amendment of the
            Transaction Documents, certified up-to-date by a duly authorised
            representative of the New German Seller;

      (c)   a copy, certified true by a duly authorised representative of the
            New German Seller of its annual accounts for its latest financial
            year (balance sheet, profit and loss accounts and annexes);

      (d)   a certificate issued by a duly authorised representative of the New
            German Seller to the effect that, between the closing date of the
            accounts specified in paragraph (c) above and the date of execution
            of the amendment to the Transaction Documents, no event has occurred
            to its knowledge which is reasonably likely to adversely and
            materially affect its business, assets, economic or financial
            situation, or which is reasonably likely to adversely affect its
            ability to perform its obligations under the Transaction Documents
            to which it is a party;

      (e)   a certificate issued by a duly authorised representative of the New
            German Seller to the effect that no claim has been raised or, to its
            knowledge, is threatened to be raised against the New German Seller,
            which would be reasonably likely to prevent or prohibit the
            execution or performance of the Transaction Documents to which it is
            a party;

      (f)   a list of the names of those persons who would be authorised to
            execute and to act for the performance of its obligations under the
            Transaction Documents to which it is a party (with specimen
            signatures);

      (g)   (x) any powers of attorney for the authorised signatories of the
            Transaction Documents to which it is a party and (y) all corporate
            authorisations that might

<PAGE>

            be required in respect of the execution and performance of the
            Transaction Documents to which it is a party;

      (h)   a New German Seller's Solvency Certificate drawn up on the date of
            execution of the amendment to the Transaction Documents in the form
            of Schedule 5 of the General Master Purchase Agreement;

      (i)   a legal opinion from the New German Seller's legal counsel; this
            legal opinion will state, inter alia, that the New German Seller has
            the capacity to enter into the Transaction Documents to which it
            shall be a party;

      (j)   an in-house legal opinion of the internal counsel of the New German
            Seller.

(ii)  an original copy of a letter executed by the New German Seller and the
      other signatories thereto in relation to the limitation of recourse of
      creditors of Ester Finance Titrisation regarding the Goodyear European
      Securitisation Transaction in form and substance satisfactory to Ester
      Finance Titrisation.

<PAGE>

                 SCHEDULE 3. AMENDED AND RESTATED GENERAL MASTER
                               PURCHASE AGREEMENT

<PAGE>

================================================================================

GOODYEAR

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

                       AMENDED AND RESTATED GENERAL MASTER
                               PURCHASE AGREEMENT
   IN RELATION TO THE SECURITISATION OF TRADE RECEIVABLES OF CERTAIN EUROPEAN
                       SUBSIDIARIES OF THE GOODYEAR GROUP

                             Dated 10 December 2004
--------------------------------------------------------------------------------

                     AS AMENDED AND RESTATED ON 23 MAY 2005

                                     BETWEEN

                            ESTER FINANCE TITRISATION
                                  as Purchaser

                                   EUROFACTOR
                                    as Agent

                                     CALYON
                 as Joint Lead Arranger and as Calculation Agent

                           NATEXIS BANQUES POPULAIRES
                             as Joint Lead Arranger

                          GOODYEAR DUNLOP TIRES FINANCE
                                   EUROPE B.V.
                              as Centralising Unit

                                  THE SELLERS
                              listed in Schedule 9

                                       AND

                       GOODYEAR DUNLOP TIRES GERMANY GMBH

                           [GIDE LOYRETTE NOUEL LOGO]
--------------------------------------------------------------------------------

          26, COURS ALBERT 1(er) 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.....................................................................................    6
ARTICLE 2.  Interpretation..................................................................................    6
ARTICLE 3.  Purpose of this Agreement.......................................................................    7
ARTICLE 4.  Term of this Agreement..........................................................................   10
ARTICLE 5.  Conditions Precedent to the Commencement of this Agreement......................................   12
ARTICLE 6.  Current Account.................................................................................   12
ARTICLE 7.  Amount of the Purchaser's Funding...............................................................   15
ARTICLE 8.  Subordinated Deposit............................................................................   18
ARTICLE 9.  Complementary Deposit...........................................................................   18
ARTICLE 10. Fees............................................................... ............................   19
ARTICLE 11. Representations and Warranties..................................................................   20
ARTICLE 12. General Covenants...............................................................................   23
ARTICLE 13. Early Amortisation..............................................................................   35
ARTICLE 14. Taxes............................ ..............................................................   41
ARTICLE 15. Changes in circumstances........................................................................   43
ARTICLE 16. Order of Priority during the Amortisation Period................................................   44
ARTICLE 17. Payments........................................................................................   46
ARTICLE 18. Conditions in relation to any purchase of Purchasable Receivables...............................   48
ARTICLE 19. Conformity Warranties for Purchasable Receivables...............................................   49
ARTICLE 20. Identification of the contractual documentation for the Sold Receivables Access to documents....   50
ARTICLE 21. Collection of Sold Receivables..................................................................   51
ARTICLE 22. Assessment Report and Back-Up Servicer Report...................................................   56
ARTICLE 23. Application of Payments and Payments of Collections.............................................   56
ARTICLE 24. Renegotiation...................................................................................   57
ARTICLE 25. Representation mandate..........................................................................   58
ARTICLE 26. Obligations of care.............................................................................   59
ARTICLE 27. Commission for and costs of collection..........................................................   59
ARTICLE 28. Deemed Collections..............................................................................   61
ARTICLE 29. Fees and expenses...............................................................................   63
ARTICLE 30. Substitution and agency.........................................................................   63
ARTICLE 31. Confidentiality.................................................................................   64
</TABLE>

<PAGE>
                                     - 3 -

<TABLE>
<S>                                                                                                                  <C>
ARTICLE 32. Notices................................................................................................    65
ARTICLE 33. Exercise of rights - Recourse - No Petition............................................................    65
ARTICLE 34. Transferability of this Agreement......................................................................    66
ARTICLE 35. Amendment to the Transaction Documents.................................................................    67
ARTICLE 36. Indemnities............................................................................................    68
ARTICLE 37. Indivisibility.........................................................................................    69
ARTICLE 38. Execution and Evidence.................................................................................    70
ARTICLE 39. Withdrawal of Sellers..................................................................................    70
ARTICLE 40. Accession of Sellers...................................................................................    71
ARTICLE 41. Governing Law - Jurisdiction...........................................................................    72
SCHEDULE 1.      MASTER DEFINITIONS SCHEDULE.......................................................................    76
SCHEDULE 2.      CONDITIONS PRECEDENT TO THE COMMENCEMENT OF THIS AGREEMENT........................................   105
SCHEDULE 3.      FORM OF ASSESSMENT REPORT.........................................................................   109
SCHEDULE 4.      FORM OF SELLER'S AUDITORS CERTIFICATE.............................................................   130
SCHEDULE 5.      FORM OF SELLER'S AND CENTRALISING UNIT'S SOLVENCY CERTIFICATE.....................................   155
SCHEDULE 6.      FORM  OF  THE  SELLER'S  AND  THE  CENTRALISING UNIT'S LEGAL COUNSEL OPINION......................   166
SCHEDULE 7.      LIST OF ADDRESSEES................................................................................   201
SCHEDULE 8.      FORMS OF NOTIFICATION OF WITHDRAWAL OR ACCESSION OF ONE OR MORE SELLER(S).........................   204
SCHEDULE 9.      LIST OF SELLERS...................................................................................   207
SCHEDULE 10.     FORM OF COMFORT LETTER AND PERFORMANCE LETTER.....................................................   208
SCHEDULE 11.     LIST OF CALENDAR DATES OF THE TRANSACTION.........................................................   221
SCHEDULE 12.     REPORTING DOCUMENT RELATING TO THE SOLD RECEIVABLES (article 12.3.3)..............................   225
SCHEDULE 13.     CONFORMITY WARRANTIES FOR PURCHASABLE RECEIVABLES.................................................   229
SCHEDULE 14.     LIST OF EXCLUDED DEBTORS..........................................................................   237
SCHEDULE 15.     FORM OF CALCULATION LETTER........................................................................   238
SCHEDULE 16.     FINANCIAL COVENANTS DEFINITIONS...................................................................   240
SCHEDULE 17.     FORM OF LETTER IN RELATION TO THE LIMITATION OF RECOURSE OF CREDITORS OF ESTER FINANCE
                 TITRISATION REGARDING THE GOODYEAR SECURITISATION TRANSACTION.....................................   243
</TABLE>

<PAGE>
                                     - 4 -

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 (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 (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 ("CALYON",
"JOINT LEAD ARRANGER" or the "CALCULATION AGENT");

4. NATEXIS BANQUES POPULAIRES, a limited company (societe anonyme) incorporated
under French law and duly authorised as a credit institution (etablissement de
credit), having its registered office at 45, rue Saint Dominique 75007 Paris,
France and registered with the Trade and Companies Registry of Paris (Registre
du Commerce, et des Societes de Paris) under the number 542 044 524, whose
representatives are duly authorised for the purpose of this Agreement ("NBP" or
"JOINT LEAD ARRANGER");

5. 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 (the "CENTRALISING UNIT");

6. THE COMPANIES listed in Schedule 9 (each of them as a "SELLER" and
collectively the "SELLERS");

7. GOODYEAR DUNLOP TIRES GERMANY GMBH, a company incorporated under the laws of
the Federal Republic of Germany, having its registered office at Dunlopstrasse
2, 63450 Hanau, Germany, registered with the commercial register of the local
court in Hanau under number HRB 7163 ("GOODYEAR DUNLOP TIRES GERMANY GMBH").

<PAGE>
                                     - 5 -

WHEREAS:

1. 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") and GOODYEAR DUNLOP TIRES Espana
SA (the "SPANISH SELLER") are in the business of manufacturing and/or supplying
tyres and activities relating thereto, and hold receivables over certain
customers.

2. In order to provide financing to the Sellers, CALYON has proposed to set up a
securitisation transaction by way of the sale, on an ongoing basis, of trade
receivables resulting from the ordinary business of the Sellers in France,
Germany, Italy and Spain (the "SECURITISATION TRANSACTION").

3. Pursuant to the Securitisation Transaction, such trade receivables will be
purchased by the Purchaser from the Sellers twice a month and in accordance with
the receivables purchase agreements governed by the relevant law of the
jurisdiction where the relevant Seller is located (the "RECEIVABLES PURCHASE
AGREEMENTS").

4. The Purchaser has agreed to acquire certain trade receivables (the
"PURCHASABLE RECEIVABLES") held by the Sellers subject to the terms and
conditions contained in this Agreement and in the Receivables Purchase
Agreements.

5. The Purchaser 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 a
      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").

6. The receivable held by the Depositor over the Purchaser in connection with
the repayment of the Senior Deposit shall be assigned to a French funds commun
de creances (the "FUND") set up in accordance with Article L.214-5 and Articles
L.214-43 to L.214-49 of the Monetary and Financial Code (Code monetaire et
financier) which shall issue related units to be subscribed by LMA S.A., Elixir
Funding Limited, Quasar and any other Issuer which participates in the
Securitisation Transaction. Each Issuer shall fund the subscription of units, by
issuing commercial paper (the "NOTES").

<PAGE>
                                     - 6 -

7. The Centralising Unit shall be appointed by the Sellers to act as their agent
(mandataire) for the purposes of carrying out certain activities, in accordance
with the provisions of this general master purchase agreement (the "GENERAL
MASTER PURCHASE AGREEMENT" or the "AGREEMENT").

8. For the purposes of the General Master Purchase Agreement and the relevant
Receivables Purchase Agreement, the Purchaser shall appoint the Sellers for the
recovery of collections in accordance with a Collection Mandate (the "COLLECTION
MANDATE").

9. Due to the number of Sellers and the different Receivables Purchase
Agreements under which Purchasable Receivables will be purchased by the
Purchaser from the Sellers, the parties have agreed to enter into this General
Master Purchase Agreement to set out a Master Definitions Schedule, common
terms, representations and warranties, general covenants and all other
provisions provided for by this General Master Purchase Agreement that will
apply in respect of the Receivables Purchase Agreements.

NOW IT IS HEREBY AGREED AS FOLLOWS:

                           CHAPTER I - INTERPRETATION

ARTICLE 1. DEFINITIONS

Capitalised terms and expressions used in this Agreement shall have the same
meaning as ascribed to such terms and expressions in the Master Definitions
Schedule set out in Schedule 1 hereto. The schedules hereto shall form an
integral part of this 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 Agreement.

(ii)  In this 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 Agreement and references to this Agreement include its recitals
            and schedules;

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

      (c)   words in the plural shall cover the singular and vice versa;

<PAGE>
                                     - 7 -

      (d)   references to the time of the day shall refer to Paris time, unless
            otherwise stipulated;

      (e)   words appearing in this 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;

      (f)   references to a person shall include its permitted assignees,
            transferees and successors or any person deriving title under or
            through it;

      (g)   references to a document shall mean such document, as amended,
            replaced by novation or varied from time to time;

      (h)   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 - TERM - CONDITIONS
                                    PRECEDENT

ARTICLE 3. PURPOSE OF THIS AGREEMENT

3.1 Pursuant to the terms and conditions of this Agreement, the relevant
Receivables Purchase Agreements and, where applicable, the relevant Transfer
Deeds, the Sellers shall sell Purchasable Receivables to the Purchaser and the
Purchaser shall purchase Purchasable Receivables from the Sellers on each
Settlement Date during the Replenishment Period.

3.2 The parties agree that the Purchaser shall fund the acquisition of
Purchasable Receivables as follows:

(i)   partly out of a Senior Deposit effected by the Depositor with the
      Purchaser in accordance with the Master Senior Deposit Agreement, for an
      amount which shall not exceed the Maximum Amount of the Program, as
      determined in accordance with Article 7 (Amount of the Purchaser's
      Funding);

(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 to be effected by the Centralising Unit with the Purchaser in
      accordance with the provisions of the Master Subordinated Deposit
      Agreement and (b) a Complementary Deposit to be effected by the
      Centralising Unit with the Purchaser in accordance with the provisions of
      the Master Complementary Deposit Agreement, for an amount which shall not
      exceed the Maximum Amount of the Complementary Deposit.

3.3 The parties hereby acknowledge that the Centralising Unit is acting for the
purposes of this Agreement, in its own name and behalf, but also in the name and
on behalf of the Sellers,

<PAGE>
                                     - 8 -

pursuant to the terms of a mandate (mandat) expressly granted by each of the
Sellers to the Centralising Unit and which the Centralising Unit hereby accepts.
By virtue of this mandate, the Sellers appoint the Centralising Unit to act in
their name and on their behalf and to perform the following obligations in
accordance with the provisions of the Transaction Documents: (i) receive all
Payments due by the Purchaser to the Sellers in respect of the Sold Receivables,
(ii) make any payment due by the Sellers to the Purchaser and the Agent pursuant
to the Transaction Documents, such payments covering inter alia the amount due
in respect of Actual Collections or Adjusted Collections, (iii) enter into the
Current Account relationship set forth in Article 6, (iv) negotiate with the
Purchaser, in particular upon the occurrence of any of the events set out in
Articles 13, 14 and 15, (v) deliver to the Purchaser on the Initial Settlement
Date and on each Settlement Date during the Replenishment Period, the Transfer
Deeds received from the Sellers or executed by the Centralising Unit and, on
each Information Date, the List of Purchasable Receivables, (vi) receive or give
any notices, mails, or documents provided pursuant to the Transaction Documents,
(vii) exercise any rights arising in respect of the Transaction Documents (with
the exception of the Master Subordinated Deposit Agreement and the Master
Complementary Deposit Agreement, in respect of which the Centralising Unit acts
in its own name and on its own behalf), (viii) deliver to the Purchaser the
Assessment Reports substantially in the form set out in Schedule 3 to this
Agreement and (ix) to carry out any powers it has as agent of the Seller as set
out in Article 35 and 40, including the negotiation and execution of any
amendments provided for under Article 35 and 40.

The Sellers and the Centralising Unit have entered into the Intercompany
Arrangements, which provide, among other things, for the allocation of all sums
due and/or received in connection with the Transaction Documents to which each
Seller and the Centralising Unit is a party. Such Intercompany Arrangements
shall provide inter alia that each Seller has an effective recourse against the
defaulting Seller, the other Sellers and GOODYEAR DUNLOP TIRES EUROPE BV for any
payment that any Seller or the Centralising Unit may be required to make under
the joint and several liability provisions provided for under Article 3.6. The
Sellers and the Centralising Unit hereby irrevocably and unconditionally
undertake to refrain from exercising any rights of recourse against the
Purchaser, the Agent and/or CALYON in connection with such allocation.

3.4. The parties agree that the Purchaser shall appoint the Sellers to act as
collection agents for the servicing of the Sold Receivables, in accordance with
the provisions of Article 21.

3.5 This Agreement shall apply automatically to any Transfer Deed delivered by
the Centralising Unit, acting in the name and on behalf of a Seller to the
Purchaser or any other similar document agreed between a Seller and the
Purchaser, pursuant to the relevant Receivables Purchase Agreement.

3.6 Joint and several liability

3.6.1. The parties agree that the obligations of each Seller under this
Agreement shall be several but not joint, and shall be construed as if each
Seller had entered into a separate agreement with the Purchaser.

3.6.2. By way of exception to the foregoing, each Seller, Goodyear Dunlop Tires
Germany GmbH and the Centralising Unit shall be jointly and severally liable to
the Purchaser for the

<PAGE>
                                     - 9 -

payment by a Seller, GOODYEAR DUNLOP TIRES EUROPE BV and/or the Centralising
Unit of (i) any sums due under the Transaction Documents and notably (without
limitation) for the transfer of Adjusted Collections on the due date to the
Purchaser, in accordance with the provisions of Article 23, and (ii) any claim
for damages against a Seller for breach of its representations and warranties or
for failure to perform its obligations under this Agreement and the other
Transaction Documents to which it is a party.

Each Seller hereby acknowledges and accepts that the benefit of any joint and
several liability between Sellers party to the Securitisation Documents shall be
extended to any New Seller, without any need for additional written consent
under this Agreement (other than by the Centralising Unit as contemplated by
Sections 35 and 40).

3.6.3. Notwithstanding any other provision of this Agreement, the parties hereto
agree that any claim enforceable under Article 3.6.2 above against any of the
German Sellers or Goodyear Dunlop Tires Germany GmbH (each a "GERMAN PARTY",
together the "GERMAN PARTIES") shall on any date on which payment is requested
pursuant to Article 3.6.2 be limited to the amounts calculated as follows (the
"FREE EQUITY AMOUNT"):

(a)   in the case of a German Party that is organised as a GmbH (a "GMBH
      PARTY"), the amount of its Net Assets less its Registered Share Capital as
      of such date;

(b)   in the case of a German Party that is organised as a GmbH & Co.KG (a "GMBH
      & CO. KG PARTY"), the amount of its respective Net Assets as of such date,
      provided that such amount shall be reduced to the extent payment thereof
      would result in the Net Assets of its general partner (the "GENERAL
      PARTNER") falling short of the Registered Share Capital of such General
      Partner as of such date.

For the purpose of this Article 3.6, "NET ASSETS" means, in respect of any
entity as of any date, the result of (a) the sum of the amounts shown under the
balance sheet positions pursuant to Section 266 (2) (A), (B) and (C) of the
German Commercial Code (Handelsgesetzbuch), with the exception of any loan
repayment claims against any of such entity's affiliates (other than such
entity's subsidiaries) (or other, economically equivalent claims, including
recourse claims against a defaulting Seller under the Intercompany
Arrangements), less (b) the sum of the amounts of liabilities shown under the
balance sheet positions pursuant to Section 266 (3) (B), (C) and (D) of the
German Commercial Code, in each case as determined as of such date; and
"REGISTERED SHARE CAPITAL" means, in respect of any entity as of any date, the
amount shown under the balance sheet position pursuant to Section 266 (3) (A) I
of the German Commercial Code as determined as of such date.

The calculation of the Free Equity Amount shall be made as of the date of any
payment request pursuant to Article 3.6.2 above.

<PAGE>
                                     - 10 -

3.6.4 If, upon a payment request to any German Party under Article 3.6.2 above,
such German Party is of the reasonable opinion that the amount requested exceeds
the Free Equity Amount at the time of such request, such German Party shall
provide evidence to the Purchaser that the payment in full of the amount
requested would result:

(a)   in the case of a GmbH Party, in the amount of its Net Assets falling below
      the amount of its Registered Share Capital;

(b)   in the case of a GmbH & Co.KG Party, in the amount of the Net Assets of
      its General Partner falling below such General Partner's Registered Share
      Capital,

including, without limitation, plausible calculations made by such German Party
and all supporting documents reasonably requested by the Purchaser, and a
written statement from the statutory auditors of such German Party (in case of
Article 3.6.3 (a)) and or of the relevant General Partner (in the case of
Article 3.6.3 (b)) to the Purchaser to the effect that the amount of the payment
requested exceeds the Free Equity Amount of such German Party (in case of
Article 3.6.3 (a)) and/or of the General Partner (in the case of Article 3.6.3
(b)).

3.6.5 For the purposes of calculating the Free Equity Amount, loans and other
contractual liabilities incurred in negligent or wilful violation of the
provisions of this Agreement shall be disregarded.

In the event that a payment is requested under Article 3.6.2 above, the relevant
German Party and/or its General Partner (in the case of Article 3.6.3 (b)) shall
realise, to the extent (i) the Free Equity Amount falls short of the amount so
requested, (ii) required to enable the relevant German Party to make the
requested payment, and (iii) legally permitted, assets that are shown in the
balance sheet with a book value (Buchwert) that is significantly lower than the
market value of the assets at the time of such request if such assets are not
necessary for the business of such German Party and/or its General Partner (in
the case of Article 3.6.3 (b)) (betriebsnotwendig).

3.6.6 None of the above restrictions on enforcement shall apply if and to the
extent such enforcement relates to any obligations of the German Parties other
than under Article 3.6.2.

3.6.7. The parties expressly agree that the Sellers and the Centralising Unit
shall not have any responsibility for any non payment by any Debtor of any sums
due in respect of the Sold Receivables, except to the extent that the Purchaser
may exercise recourse for such non payment against the Subordinated Deposit and,
as the case may be, the Complementary Deposit, as provided herein and, for the
avoidance of any doubt, to the extent of any Deemed Collections in accordance
with the provisions of Article 28.

ARTICLE 4. TERM OF THIS AGREEMENT

4.1 This Agreement shall commence on the Closing Date and end on the Program
Expiry Date. For the purposes of this Agreement and the Receivables Purchase
Agreements, the parties agree that there shall be two periods:

<PAGE>
                                     - 11 -

(i)   the Replenishment Period, which commences on the Closing Date and ends on
      the Commitment Expiry Date (excluded); and

(ii)  the Amortisation Period, which commences on the Commitment Expiry Date and
      ends on the Program Expiry Date.

4.2 The parties expressly agree that, in the event that there are any Sold
Receivables outstanding on the Program Expiry Date:

(a) until such time as (i) any sums due under the Master Senior Deposit
Agreement have been paid, or (ii) the Centralising Unit, acting in the name and
on behalf of the Sellers, has repurchased all such Sold Receivables from the
Purchaser:

(i)   the Centralising Unit shall make a payment to the Purchaser for an amount
      equal to any collections actually received by the Sellers arising in
      relation to those Sold Receivables which are outstanding; and

(ii)  the Conformity Warranties set out in Article 19 (Conformity Warranties for
      Purchasable Receivables) and the relevant Seller's covenants in relation
      to the Sold Receivables as set out in Articles 12 (General Covenants), 16
      (Order of Priority during the Amortisation Period), 21 (Collection of Sold
      Receivables), 23 (Application of Payments and Payments of collections), 24
      (Renegotiation), and 25 (Representation Mandate) shall remain in force;

(b) thereafter, up to an amount equal to any portion of the Complementary
Deposit and/or the Subordinated Deposit that was not reimbursed on the Program
Expiry Date plus any Deferred Purchase Price that remained outstanding on such
date, any Adjusted Collections shall be refunded to the Centralising Unit.

In any event, the parties expressly agree that, even after the Program Expiry
Date, the provisions set out in Articles 14 (Taxes), 15 (Changes in
Circumstances), 29 (Fees and expenses), 31 (Confidentiality), 33 (Exercise of
Rights - Recourse- Non Petition), 36 (Indemnities), 40 (Governing law -
Jurisdiction) shall remain in force.

4.3. The Centralising Unit, acting in the name and on behalf of the Sellers,
may, upon written notice given to the Purchaser at least nine (9) Business Days
before a Funded Settlement Date during the Amortisation Period or at any time
after the Program Expiry Date, offer to repurchase all outstanding Sold
Receivables from the Purchaser, at a price equal to the nominal value of such
Sold Receivables or such other price as the parties may agree. Such purchase
price shall be applied towards the payments and in the order specified in
Article 16 and, to the extent applicable, shall be set off against any amounts
due to the Centralising Unit in accordance with said Article 16.

<PAGE>
                                     - 12 -

ARTICLE 5. CONDITIONS PRECEDENT TO THE COMMENCEMENT OF THIS AGREEMENT

This Agreement shall not take effect unless and until the Purchaser has
received, on the Closing Date, all the documents referred to in Schedule 2, and
has determined that the same are satisfactory as to form and substance.

                    CHAPTER III - CURRENT ACCOUNT - DEPOSITS

ARTICLE 6. CURRENT ACCOUNT

6.1 Current Account agreement

6.1.1 The Purchaser and the Centralising Unit hereby agree to enter into a
current account relationship (relation de compte courant) (the "CURRENT
ACCOUNT").

6.1.2 Any sum due either by (i) the Purchaser to the Centralising Unit, acting
in its own name or in the name of the Sellers pursuant to the Transaction
Documents and/or by (ii) the Sellers or the Centralising Unit, acting in its own
name or in the name of the Sellers, to the Purchaser pursuant to the Transaction
Documents shall be recorded respectively as credit or debit on the Current
Account. Any mutual debit or credit that does not arise from the Transaction
Documents shall be excluded from the Current Account.

6.2 Automatic Set-off

The parties hereby agree that any debit and credit recorded on the Current
Account shall be automatically set-off (compenses).

6.3 Balance

6.3.1 On each Calculation Date, the Agent shall calculate the balance of the
Current Account, in accordance with the provisions of Article 12.3.1., on the
basis of information it has received pursuant to such Article 12.3.1., and shall
forthwith provide the Centralising Unit and the Purchaser with such calculation.

6.3.2 In the case of a debit balance of the Current Account on a Calculation
Date, as stated in the Current Account statement communicated in accordance with
the provisions of Article 6.3.1., the Centralising Unit shall pay to the
Purchaser's Account in immediately available funds an amount equal to such debit
balance, on the Funded Settlement Date or on the Intermediary Settlement Date in
relation to which the Current Account statement is drawn up, in accordance with
the provisions of Article 17.5.

<PAGE>
                                     - 13 -

6.3.3 In the case of a credit balance of the Current Account on a Calculation
Date, as stated in the Current Account statement communicated in accordance with
the provisions of Article 6.3.1., the Purchaser shall pay to the Centralising
Unit's Account in immediately available funds an amount equal to such credit
balance on the Funded Settlement Date or on the Intermediary Settlement Date in
relation to which the Current Account statement has been drawn up, in accordance
with the provisions of Article 17.5.

6.3.4. Once the payment referred to in Article 6.3.2. or in Article 6.3.3. has
been made, the Current Account shall be balanced at zero (0).

6.4 Entry on Current Account

6.4.1 On the Initial Settlement Date, the Purchaser shall record:

(i)   on the debit of the Current Account, an amount equal to the Subordinated
      Deposit calculated as of the Initial Settlement Date in accordance with
      Article 8 (Subordinated Deposit);

(ii)  on the debit of the Current Account, an amount equal to the Complementary
      Deposit calculated as of the Initial Settlement Date in accordance with
      Article 9 (Complementary Deposit);

(iii) on the debit of the Current Account, the amount of the Adjusted
      Collections calculated in respect of such Initial Settlement Date; and

(iv)  on the credit of the Current Account an amount equal to the Initial
      Purchase Price of the Purchasable Receivables sold on the Initial
      Settlement Date within the limits provided for by Article 12.3.1.

6.4.2 On each Intermediary Settlement Date during the Replenishment Period, the
      Purchaser shall enter:

(i)   on the debit of the Current Account,

      (a)   an amount equal to any Increase in the Subordinated Deposit on such
            date,

      (b)   an amount equal to any Increase in the Complementary Deposit on such
            date,

      (c)   the amount of the Adjusted Collections calculated in respect of such
            date,

      (d)   the amount of any payment due with respect to the repurchase of
            Doubtful Receivables on such date, and

      (e)   any other sums due by the Centralising Unit acting on its own behalf
            or on behalf of the Sellers, to the Purchaser pursuant to the
            Transaction Documents, and not paid otherwise.

<PAGE>
                                     - 14 -

(ii)  on the credit of the Current Account,

      (a)   an amount equal to the Initial Purchase Price of the Purchasable
            Receivables purchased on such date within the limits set out in
            Article 12.3.1,

      (b)   an amount equal to any Reduction of the Subordinated Deposit on such
            date,

      (c)   an amount equal to any Reduction of the Complementary Deposit on
            such date, and

      (d)   any other sums due by the Purchaser to the Centralising Unit acting
            on its own behalf or on behalf of the Sellers pursuant to the
            Transaction Documents, and not paid otherwise.

6.4.3 On each Funded Settlement Date during the Replenishment Period, the
Purchaser shall enter:

(i)   on the debit of the Current Account,

      (a)   an amount equal to any Increase in the Subordinated Deposit on such
            date,

      (b)   an amount equal to any Increase in the Complementary Deposit on such
            date,

      (c)   the amount of the Adjusted Collections calculated in respect of such
            date,

      (d)   the amount of any payment due with respect to the repurchase of
            Doubtful Receivables on such date, and

      (e)   any other sums due by the Centralising Unit acting on its own behalf
            or on behalf of the Sellers, to the Purchaser pursuant to the
            Transaction Documents, and not paid otherwise.

(ii)  on the credit of the Current Account,

      (a)   an amount equal to the Initial Purchase Price of the Sold
            Receivables purchased on such date within the limits set out in
            Article 12.3.1,

      (b)   an amount equal to any Deferred Purchase Price payable on such date,

      (c)   an amount equal to any Reduction of the Subordinated Deposit on such
            date;

      (d)   an amount equal to any Reduction of the Complementary Deposit on
            such date, and

      (e)   any other sums due by the Purchaser to the Centralising Unit acting
            on its own behalf or on behalf of the Sellers pursuant to the
            Transaction Documents, and not paid otherwise.

<PAGE>
                                     - 15 -

The parties hereby agree that all entries on the Current Account are calculated,
for any Settlement Date during the Replenishment Period, on the Calculation Date
preceding such Settlement Date, and that, once entered in the Current Account,
such entries shall constitute payments for the purposes of the Transaction
Documents.

6.5. Termination of the Current Account

The current account relationship shall terminate, and the Current Account shall
be closed, on the Commitment Expiry Date.

ARTICLE 7. AMOUNT OF THE PURCHASER'S FUNDING

7.1 Maximum Amount of the Purchaser's Funding

7.1.1. The Purchaser shall fund Payments (the "PURCHASER'S FUNDING") out of a
Senior Deposit, up to a maximum amount (the "MAXIMUM AMOUNT OF THE PURCHASER'S
FUNDING") equal to the Maximum Amount of the Program.

The Senior Deposit shall create an indebtedness of the Purchaser to the
Depositor in relation to the repayment of such Senior Deposit.

7.1.2. At any time before the Commitment Expiry Date, the Centralising Unit,
acting in the name and on behalf of the Sellers, shall have the right to request
a partial reduction of the Maximum Amount of the Program, subject to thirty (30)
Business Days prior written notice (or such shorter notice as may be agreed by
the parties) to the Purchaser and as from the date of receipt of such notice by
the Purchaser; provided that, if the Maximum Amount of the Program is reduced to
below the Minimum Amount of the Program, the Commitment Expiry Date shall be
deemed to have occurred on the effective date of such intended reduction.

Such reduction of the Maximum Amount of the Program shall take effect on the
first Funded Settlement Date during the Replenishment Period after the notice
period referred to in the paragraph above and shall be definitive and
irrevocable until the following anniversary date of this Agreement falling after
such reduction. On such anniversary date, the Centralising Unit, acting in the
name and on behalf of the Sellers, shall have the right to request either a
decrease or an increase of the Maximum Amount of the Program, provided that any
such increase shall be limited to an amount equal to the aggregate amount of all
reductions made since the preceding anniversary date of this Agreement pursuant
to the preceding paragraph. The Purchaser shall not accept any request to
increase the Maximum Amount of the Program without the prior written consent of
the Liquidity Banks and the Issuers.

7.1.3. In the event that any Liquidity Agreement is not renewed as a result of a
Liquidity Commitment Non Renewal, the Maximum Amount of the Program shall be
partially and automatically reduced by an amount equal to the commitment of the
relevant Liquidity Bank.

Such reduction of the Maximum Amount of the Program shall take effect on the
Funded Settlement Date following the date upon which an event described above
has occurred and shall be definitive and irrevocable.
<PAGE>

                                     - 16 -

7.1.4, In the event the Maximum Amount of the Program is reduced in accordance
with the provisions of Articles 7.1.2. or 7.1.3. above, the Maximum Amount of
the Purchaser's Funding shall be reduced so that the Maximum Amount of the
Purchaser's Funding is equal to the reduced Maximum Amount of the Program.

7.2   Amount of the Purchaser's Funding on the Initial Settlement Date

On the Initial Settlement Date, the amount of the Purchaser's Funding shall be
equal to

(i)   the lower of the following amounts:

      (a)   the Outstanding Amount of Eligible Receivables to be purchased by
            the Purchaser on such date, multiplied by the excess of:

            -     one (1) less;

            -     the sum of the Overcollateralisation Rate and the Discount
                  Rate; and

      (b)   the Maximum Amount of the Purchaser's Funding;

(ii)  less the amount of the Excess Foreseen Collections for such Initial
      Settlement Date,

rounded down to the nearest whole multiple of EUR 1,800.

7.3   Change in the Purchaser's Funding

On each Funded Settlement Date during the Replenishment Period other than the
Initial Settlement Date, the Purchaser's Funding shall be adjusted as follows:

(a)   if:

      (i)   the lower of the following amounts:

            (x)   the Outstanding Amount of Eligible Receivables already
                  purchased and to be purchased by the Purchaser on such date,
                  multiplied by the excess of:

                  -     one (1) less;

                  -     the sum of the Overcollateralisation Rate and the
                        Discount Rate; and

            (y)   the Maximum Amount of the Purchaser's Funding;

            less, except if any Early Amortisation Event defined in the Article
            13.3. has occurred before the Assessment Date for such Settlement
            Date, the amount of the Excess Foreseen Collections for such
            Settlement Date,

            rounded down to the nearest whole multiple of EUR 1,800;

<PAGE>
                                     - 17 -

      exceeds

      (ii)  the amount of the Purchaser's Funding outstanding on the preceding
            Funded Settlement Date;

      then the Purchaser's Funding shall be increased by an amount equal to such
      excess (the "INCREASE IN THE PURCHASER'S FUNDING"); and

(b)   if:

      (i)   the lower of the following amounts:

            (x)   the Outstanding Amount of Eligible Receivables already
                  purchased and to be purchased by the Purchaser on such date,
                  multiplied by the excess of:

                  -     one (1) less;

                  -     the sum of the Overcollateralisation Rate and the
                        Discount Rate; and

            (y)   the Maximum Amount of the Purchaser's Funding;

            less, except if any Early Amortisation Event defined in the Article
            13.3. has occurred before the Assessment Date for such Settlement
            Date, the amount of the Excess Foreseen Collections for such
            Settlement Date,

            rounded down to the nearest whole multiple of EUR 1,800;

      is lower than

      (ii)  the amount of the Purchaser's Funding outstanding on the preceding
            Funded Settlement Date;

      then the Purchaser's Funding shall be reduced by the amount of such
      difference (the "REDUCTION IN THE PURCHASER'S FUNDING").

7.4   Amount of the Purchaser's Funding in the event of a Potential Early
      Amortisation Event

In the event that a Potential Early Amortisation Event occurs, and as long as
such Potential Early Amortisation Event is continuing, the amount of the
Purchaser's Funding shall be limited to the amount of the Purchaser's Funding on
the Funded Settlement Date before such Potential Early Amortisation Event has
occurred.

<PAGE>
                                     - 18 -

ARTICLE 8. SUBORDINATED DEPOSIT

Pursuant to the terms of a Master Subordinated Deposit Agreement entered into
between the Centralising Unit and the Purchaser on the Closing Date, the
Centralising Unit shall make a Subordinated Deposit with the Purchaser. The main
provisions of the Master Subordinated Deposit Agreement are as follows:

8.1   Subordinated Deposit

On the Initial Settlement Date and on each following Settlement Date during the
Replenishment Period, the amount of the Subordinated Deposit shall be calculated
by the Agent in accordance with the provisions of schedules 1 and 2 of the
Master Subordinated Deposit Agreement.

The Agent shall calculate the amount of the Subordinated Deposit on each
Calculation Date.

On any Calculation Date, during the Replenishment Period, the Agent shall
calculate the difference between (i) the amount of the Subordinated Deposit to
be made on such Settlement Date, and (ii) the amount of the Subordinated Deposit
made on the preceding Settlement Date.

8.2   Pledge of the Subordinated Deposit

The Subordinated Deposit shall be pledged as cash collateral (affecte a titre de
gage-especes) by the Centralising Unit in favour of the Purchaser, 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.

8.3   Repayment of the Subordinated Deposit

The repayment of the Subordinated Deposit shall be carried out in accordance
with the terms and conditions set forth in the Master Subordinated Deposit
Agreement and Article 16 (Order of Priority during the Amortisation Period).

ARTICLE 9. COMPLEMENTARY DEPOSIT

Pursuant to the terms of a Master Complementary Deposit Agreement entered into
between the Centralising Unit and the Purchaser on the Closing Date, the
Centralising Unit shall make a Complementary Deposit with the Purchaser. The
main provisions of the Master Complementary Deposit Agreement are as follows:

9.1   Complementary Deposit

The Centralising Unit shall make a Complementary Deposit with the Purchaser in
accordance with the terms and conditions of the Master Complementary Deposit
Agreement.

<PAGE>
                                     - 19 -

On the Initial Settlement Date and on each following Settlement Date during the
Replenishment Period, the amount of the Complementary Deposit shall be
calculated by the Agent in accordance with the provisions of schedule 1 of the
Master Complementary Deposit Agreement.

9.2   Pledge of the Complementary Deposit

The Complementary Deposit shall be pledged as cash collateral (affecte a titre
de gage-especes) by the Centralising Unit in favour of the Purchaser, 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, provided that no party
shall be entitled to receive, as a result of such pledge, any amounts in
addition to those that it is entitled to receive pursuant to Article 16.

9.3   Repayment of the Complementary Deposit

The repayment of the Complementary Deposit shall be carried out in accordance
with the terms and conditions set forth in the Master Complementary Deposit
Agreement and Article 16 (Order of Priority during the Amortisation Period)
hereunder.

                                CHAPTER IV - FEES

ARTICLE 10. FEES

10.1 On each Funded Settlement Date (except the Initial Settlement Date), the
Centralising Unit shall pay to the Agent, the Management Fee which is due to
compensate the Agent for its services under this Agreement.

10.2 Such Management Fee shall be equal to EUR 20,900 per month (V.A.T.
excluded), increased by the applicable V.A.T ; provided that if the
Securitisation Transaction is terminated by the Centralising Unit during the
first two years of the Securitisation Transaction (other than a termination
after there has been an Early Amortisation Event or a drawing under a Liquidity
Agreement or a Liquidity Bank Letter), then the minimum amount of the Management
Fee for the year in which the Securitisation Transaction is terminated shall be
equal to EUR 250,000 (V.A.T. excluded), increased by the applicable V.A.T. As
from the beginning of the third year until the fifth year of the Securitisation
Transaction, in the event that the Centralising Unit decides to terminate the
Securitisation Transaction and repurchases the Sold Receivables upon such
termination (other than a termination after there has been an Early Amortisation
Event or a drawing under a Liquidity Agreement or an Liquidity Bank Letter) and
does not inform the Agent at the latest three months beforehand, the
Centralising Unit undertakes to pay an amount upon such termination equal to the
lesser of (i) the Management Fee for three months (EUR 62,700) (VAT excluded),
increased by the applicable V.A.T, from the date on which the notice of
termination is delivered minus any Management Fee otherwise paid after notice of
termination is delivered and (ii) the Management Fee for the period from such
termination until the expiration date of the Liquidity Agreements.

<PAGE>
                                     - 20 -

10.3 The Agent shall notify the amount of the Management Fee to the Centralising
Unit, at the latest before 5.00 pm on the Calculation Date immediately preceding
any Funded Settlement Date.

10.4 On each Funded Settlement Date, the Centralising Unit shall pay the
Management Fee by crediting the Agent's Account before 12.00 (noon), for an
amount equal to the Management Fee, as determined in accordance with 10.2. The
parties acknowledge that the payment of such Management Fee by the Centralising
Unit to the Agent shall be expressly excluded from the Current Account
mechanism.

10.5 In the event that the Centralising Unit fails, to pay such Management Fee
on a Funded Settlement Date, the Purchaser shall proceed forthwith with the
payment of such Management Fee, on the Centralising Unit's behalf to the extent
of the Adjusted Collections received. As such, the Purchaser shall be, upon
delivery of a subrogation notice by the Agent, subrogated in the rights of the
Agent against the Centralising Unit to the extent of the sums paid to the Agent
in respect of the Management Fee.

                  CHAPTER V - REPRESENTATIONS AND WARRANTIES -
                                GENERAL COVENANTS

ARTICLE 11. REPRESENTATIONS AND WARRANTIES

11.1 Each Seller, Goodyear Dunlop Tires Germany GmbH and the Centralising Unit
represents and warrants to the Purchaser at the date hereof as follows:

(i)      -        in the case of the French Seller, it is a limited company
                  (societe anonyme) duly incorporated and validly existing under
                  French law, or

         -        in the case of the German Parties, it is either a limited
                  partnership (Gesellschaft mit beschrankter Haftung & Co
                  Kommanditgesellschafi) or a limited liability company
                  (Gesellschaft mit beschrankter Haftung), duly established and
                  validly existing under German law, or

         -        in the case of the Italian Seller, it is a joint stock company
                  (societa per azioni) duly incorporated and validly existing
                  under Italian law, or

         -        in the case of the Spanish Seller, it is a corporation
                  (sociedad anonima) duly incorporated and validly existing
                  under Spanish law, or

         -        in the case of the Centralising Unit, it is a limited
                  liability company duly incorporated and validly existing under
                  Dutch law;

<PAGE>
                                     - 21 -

(ii)     it 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 failure of such capacity would not be reasonably likely to
         result in a Material Adverse Effect, and (b) to enter into and perform
         its obligations under the Transaction Documents to which it is a party;

(iii)    it does not require any power or authorisation to execute the
         Transaction Documents to which it is a party or to perform its
         obligations under the Transaction Documents, that it has not already
         obtained, 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;

(iv)     -        except to the extent that no Material Adverse Effect would
                  be reasonably likely to result, the execution of the
                  Transaction Documents to which it is a party and the
                  performance of its obligations under the Transaction Documents
                  will not contravene (a) any of the provisions of its articles
                  of association or of any other of its constitutional or
                  organisational documents, (b) any laws or regulations
                  applicable to it, or (c) any contractual obligations, negative
                  pledges, agreements or undertakings to which it is a party or
                  by which it is bound;

         -        the execution of the Transaction Documents to which it is a
                  party and the performance of its obligations under the
                  Transaction Documents will not contravene (x) if such concept
                  is applicable in the relevant jurisdiction, the corporate
                  interest (interet social) of the Centralising Unit or the
                  relevant Seller and (y) in the case of each of the German
                  Parties, Section 30 and seq. of the German Limited Liability
                  Companies Act (Gesetz betreffend die Gesellschaften mit
                  beschrankter Haftung);

(v)      the Transaction Documents to which it is a party constitute its legal,
         valid and binding obligations and are enforceable against it in
         accordance with their terms, subject to applicable bankruptcy,
         insolvency, moratorium and other laws affecting creditors' right
         generally;

(vi)     all of the documents that it has provided to the Purchaser pursuant to
         the Transaction Documents are accurate and correct in all material
         respects as of their respective dates and as of the date of their
         delivery, and the audited, certified annual accounts were prepared in
         accordance with the relevant Accounting Principles and give, in all
         material respects, a true, accurate and fair view (comptes reguliers,
         sinceres et qui donnent une image fidele) of its results for the
         relevant fiscal year;

(vii)    it carries on its business in compliance with all of the relevant laws
         and regulations applicable to it, except where failure to do so would
         not be reasonably likely to have a Material Adverse Effect;

(viii)   there are no actions, suits or proceedings pending or, to its
         knowledge, threatened to be raised or brought against it, which are
         reasonably likely to result in a Material Adverse Effect, or any
         material litigation that challenges or seeks to prevent the
         Securitisation Transaction;

<PAGE>
                                     - 22 -

(ix)     except as specifically disclosed in writing to the Purchaser before the
         date hereof, no event has occurred since the closing date of its last
         fiscal year that is reasonably likely to adversely and materially
         affect, impede or prohibit the execution or the performance of its
         obligations under the Transaction Documents to which it is a party or
         that is otherwise reasonably likely to have a Material Adverse Affect;

(x)      no Early Amortisation Event of the type described in Article 13.3. has
         occurred and is continuing;

(xi)     GOODYEAR DUNLOP TIRES EUROPE BV holds directly or indirectly 100% in
         the Centralising Unit's share capital and voting rights and more than
         50% in each Seller's share capital and voting rights and as such
         exercises effective control over the Centralising Unit and the Sellers
         within the meaning of Article L.511-7.3 of the French Monetary and
         Financial Code (Code monetaire et financier);

(xii)    it has received on the date hereof a certified true copy or final
         drafts of the Transaction Documents to be executed on the date hereof
         and has full knowledge of the same;

(xiii)   it has carried out its own legal, tax and accounting analysis as to the
         consequences of the execution and performance of its obligations under
         the Transaction Documents, and agrees that the Purchaser, the Joint
         Lead Arrangers, the Issuers and the Liquidity Banks shall have no
         liability to any of the Sellers or the Centralising Unit in that
         respect;

(xiv)    it has entered into intercompany arrangements with the Centralising
         Unit and the other Sellers, pursuant to which it has undertaken (a) to
         reimburse the Centralising Unit for certain fees, including any amount
         paid on its behalf and any losses arising under the Transaction
         Documents, (b) to pay the Centralising Unit a direct and sufficient
         consideration for the making of the Subordinated Deposit and the
         Complementary Deposit and compensate the Centralising Unit as is
         appropriate in respect of all losses incurred by the latter arising
         from the making of the Subordinated Deposit and the Complementary
         Deposit, and (c) to ensure that fees and expenses or any other sums due
         by the Sellers under the Transaction Documents are allocated among the
         Sellers in accordance with their respective corporate interest, if such
         concept is applicable in the relevant jurisdiction (the "INTERCOMPANY
         ARRANGEMENTS");

(xv)     it has entered into intercompany arrangements which shall, inter alia,
         (a) if complied with, ensure due compliance of each of the German
         Sellers, Goodyear Dunlop Tires Germany GmbH and GOODYEAR DUNLOP TIRES
         EUROPE BV, GOODYEAR and/or any other shareholder or affiliate of the
         German Sellers with the relevant applicable corporate capital
         maintenance provisions, including, without limitation, Section 30 of
         the German Limited Liability Companies Act (Gesetz betreffend die
         Gesellschaften mit beschrankter Haftung), and (b) ensure that none of
         the German Sellers supports, directly or indirectly, the
         uncollectability of any Sold Receivables purchased by the Purchaser
         from any other German Seller without any required consideration
         therefor;

(xvi)    no Lien has been created or exists (other than any Liens contemplated
         by the Transaction Documents) (a) in relation to any Sold Receivables
         (and related rights) assigned by it prior to their respective
         assignment to the Purchaser or in respect of the

<PAGE>
                                     - 23 -

         Collection Accounts, with the exception of those Liens which arise by
         operation of applicable laws and regulations, or (b) over the
         Subordinated Deposit and/or the Complementary Deposit;

(xvii)   its obligations under the Transaction Documents rank and will rank at
         least pari passu with all other present and future unsecured and
         unsubordinated obligations (with the exception of those preferred by
         law generally);

(xviii)  it is not entitled to claim immunity from suit, execution, attachment
         or other legal process in any proceeding taken in the jurisdiction of
         its incorporation in relation to any Transaction Documents;

(xix)    it is not subject to Insolvency Proceedings and is not insolvent within
         the meaning of applicable laws;

(xx)     in the case of each German Seller, (a) such German Seller has, to the
         extent permissible, opted for payment on a monthly basis of
         self-assessed or assessed VAT, (b) such German Seller having applied
         for a permanent extension for the filing of monthly returns
         (Dauerfristverlangerung) has posted a special advance estimated tax
         payment to the relevant tax office and (c) any such self-assessed or
         assessed VAT owed by such German Seller in accordance with applicable
         German VAT laws and regulations, has been paid to the relevant German
         tax administration when due; and

(xxi)    in the case of each German Seller, there is no dispute, action, suit or
         proceeding pending or, to its knowledge, threatened to be raised or
         brought against it, except for disputes, actions, suits or proceedings
         that such German Seller disputes in good faith, by any German tax
         administration in relation to any VAT tax payment or the calculation of
         such VAT.

11.2 The above representations and warranties shall be deemed to be repeated by
each Seller and the Centralising Unit, as applicable, on each Settlement Date
during the Replenishment Period upon the issue or, as the case may be, the
execution of any Transfer Deed. Such representations and warranties shall remain
in force until the Program Expiry Date.

ARTICLE 12. GENERAL COVENANTS

The following general covenants shall remain in force from the date hereof until
the Program Expiry Date.

<PAGE>
                                     - 24 -

12.1 Sellers

12.1.1 Affirmative covenants:

Each Seller undertakes:

(i)      to provide the Purchaser without undue delay, on a non consolidated
         basis, with:

         (a)      its annual accounts (balance sheet, profit and loss accounts
                  and annexes), as published and certified by its statutory
                  auditors, the report of the board of directors and statutory
                  auditors relating thereto and an extract of the minutes of the
                  shareholders' annual general meeting approving the said
                  accounts, no later than forty-five (45) calendar days
                  following the holding of its shareholders' annual general
                  meeting;

         (b)      all published interim financial information;

         (c)      all other information, reports or statements as the Purchaser
                  may at any time reasonably request in so far as is permitted
                  by applicable laws and regulations, and depending on the type
                  of information requested, in accordance with the different
                  procedures applicable to the communication of information
                  under this Agreement;

(ii)     to request promptly any authorisation as may become necessary for the
         performance of its obligations under this Agreement;

(iii)    to do or cause to be done all things necessary to preserve, renew and
         keep in full force and effect its legal existence and the rights,
         licenses, permits, privileges and franchises material to the conduct of
         its business, except to the extent that failures to keep in effect such
         rights, licenses, permits, privileges and franchises would not be
         reasonably likely to result in a Material Adverse Effect;

(iv)     upon knowledge by the relevant Seller that (a) an Early Amortisation
         Event defined in Article 13.3 has occurred, to notify or cause to be
         notified forthwith the Purchaser and provide a copy of the same to the
         Joint Lead Arrangers and (b) a Potential Early Amortisation Event has
         occurred, to notify or cause to be notified forthwith the Purchaser and
         provide a copy of the same to the Joint Lead Arrangers and, where
         applicable, of actions which the Seller has taken and/or proposes to
         take with respect thereto in order to prevent such Potential Early
         Amortisation Event from becoming an Early Amortisation Event;

(v)      to carry on its business in all material aspects in accordance with all
         applicable laws and regulations, except where failure to do so would
         not be reasonably likely to have a Material Adverse Effect;

<PAGE>
                                     - 25 -

(vi)     upon the Purchaser's request, which shall be subject to a reasonable
         prior notice, to arrange forthwith for bi-annual audits to be carried
         out by the Purchaser or by any other entity appointed by the Purchaser
         for such purposes, of its receivables and collection procedures. The
         audits shall be conducted at the expense of and paid by the
         Centralising Unit, acting in the name and on behalf of the Sellers, it
         being understood that:

         -        the main bi-annual audit shall be carried out at the latest
                  two (2) months before the anniversary date of the Closing Date
                  (with the exception of a New Seller acceding to the
                  Securitisation Transaction in accordance with the provisions
                  of Article 40, in relation to which the first audit carried
                  out before the entry into the Securitisation Transaction of
                  the New Seller shall be sufficient to satisfy the the
                  bi-annual requirement referred to above for the first
                  anniversary date of the Closing Date falling after its
                  accession);

         -        prior to the carrying out of the second bi-annual audit, the
                  Agent shall ask the Purchaser, the Liquidity Banks and the
                  Back-Up Servicer whether and the extent to which a second
                  bi-annual audit is necessary;

         this second bi-annual audit will not be carried out in the event that
         the Agent, the Purchaser, the Liquidity Banks and the Back-Up Servicer
         unanimously confirm in writing that such a second bi-annual audit is
         unnecessary;

(vii)    commencing on the date on which an Auditors Certificate is drawn up in
         accordance with Article 5 (Conditions precedent to the commencement of
         this Agreement), to deliver to the Purchaser an Auditors Certificate
         within six (6) calendar months after the date of delivery of the
         previous Auditors Certificate in the form set out in Schedule 4
         provided that with respect to Goodyear Dunlop Tires OE Germany, this
         undertaking shall become effective as of the later of (a) six months
         after it has appointed a statutory auditor and (b) the first date
         following the date as of which such New German Seller becomes a party
         on which the other Sellers deliver an Auditors Certificate under this
         Agreement, and provided that the form set forth in Schedule 4 shall be
         adapted mutatis mutandis;

(viii)   to notify forthwith the Purchaser, promptly upon becoming aware, of any
         material adverse change in relation to any Sold Receivable, and to
         promptly respond to any reasonable written request of the Purchaser,
         the Agent, any Back-Up Servicer or any Italian Back-Up Servicer
         concerning any event in relation to any Sold Receivable which is
         reasonably likely to endanger the payment of a sum under such Sold
         Receivable;

(ix)     to keep the Purchaser fully informed of the existence and progress of
         (a) any material litigation relating to a Sold Receivable, (b) any
         claim or litigation relating to the Sold Receivables before the courts
         or in arbitration for the purposes of recovering material sums due
         under such Sold Receivables, (c) any claim or litigation relating to
         the Sold Receivables before the courts or in arbitration for the
         purposes of recovering sums due under such Sold Receivable, upon
         written request of the Purchaser, the Agent, any Back-Up Servicer or
         any Italian Back-Up Servicer, and (d) any action, suit or proceeding
         described in Article 11.1. (viii);

<PAGE>
                                     - 26 -

(x)      to submit to the Purchaser, as soon as practicable, on the Purchaser's
         reasonable request and subject to the provisions of Article 20
         (Identification of the contractual documentation for the Sold
         Receivables - Access to documents) and Article 31 (Confidentiality),
         all documents which enable the latter to verify that the Seller has
         properly fulfilled its contractual obligations concerning the
         collection of sums due under the Sold Receivables, to the extent
         permitted by applicable laws or regulations and in particular, in the
         case of the Protected Debtors, by the provisions of the Data Protection
         Trust Agreement;

(xi)     to transfer or cause to be transferred to the Purchaser all Adjusted
         Collections in accordance with the provisions of Article 23
         (Application of payments and payments of collections);

(xii)    commencing on the date on which a Solvency Certificate is drawn up in
         accordance with Article 5 (Conditions precedent to the commencement of
         this Agreement), to deliver to the Purchaser a Solvency Certificate (on
         a date which shall be a Settlement Date during the Replenishment
         Period) on a quarterly basis in accordance with the form set out in
         Schedule 5, provided that with respect to Goodyear Dunlop Tires OE GmbH
         and any New Seller, such Seller shall submit a Solvency Certificate,
         adapted mutatis mutandis and on the same schedule as the other Sellers;

(xiii)   to execute any and all further documents, agreements and instruments,
         and take all such further actions, as may be reasonably requested by
         the Purchaser in order to ensure that the sales of Purchasable
         Receivables to the Purchaser under the Receivables Purchase Agreements
         constitute valid and perfected sales of such Purchasable Receivables
         and the security interests created over the Collection Accounts for the
         benefit of the Purchaser constitute valid and perfected security
         interests;

(xiv)    to inform the Purchaser, as soon as possible and in so far permitted by
         applicable laws and regulations, of its intention to restructure such
         Seller leading to GOODYEAR DUNLOP TIRES EUROPE BV ceasing to hold
         directly or indirectly more than 50% in the voting rights of such
         Seller;

(xv)     to ensure that steps are taken to maintain the performance of the
         billing and recovery procedures and accountancy methods in relation to
         the customer account (compte client) of such Seller, with the same
         degree of skill and care as evidenced during the audits carried out on
         behalf of the Purchaser or any of their agents during the structuring
         phase of the Securitisation Transaction;

(xvi)    to ensure that any information transmitted by the Centralising Unit or
         such Seller during the term of this Agreement and pursuant to the
         Transaction Documents is true and accurate in all material respects;

<PAGE>
                                     - 27 -

(xvii)   to maintain effective and in full force at all times the Intercompany
         Arrangements with the Centralising Unit and the other Sellers, and not
         to change such Intercompany Arrangements in any way that may adversely
         affect the rights of the Purchaser under the Securitisation
         Transaction;

(xviii)  to maintain effective and in full force at all times, such internal
         arrangements between the German Sellers, Goodyear Dunlop Tires Germany
         GmbH and GOODYEAR DUNLOP TIRES EUROPE BV, GOODYEAR and/or any other
         shareholder or affiliate of the German Sellers which are necessary to
         (i) if complied with, ensure due compliance of each of the German
         Sellers, Goodyear Dunlop Tires Germany GmbH and GOODYEAR DUNLOP TIRES
         EUROPE BV, GOODYEAR and/or any other shareholder or affiliate of the
         German Sellers with the relevant applicable corporate capital
         maintenance provisions, including, without limitation, Section 30 of
         the German Limited Liability Companies Act (Gesetz betreffend die
         Gesellschaften mit beschrankter Haftung), and (ii) ensure that none of
         the German Sellers supports, directly or indirectly, the
         uncollectability of any Sold Receivables purchased by the Purchaser
         from any other German Seller without any required consideration
         therefor;

(xix)    to keep any Bill of Exchange relating to a Sold Receivable as custodian
         of the Purchaser for collection purposes unless the Sellers' Collection
         Mandate has been terminated and it has received notification from the
         Purchaser to deliver such Bill of Exchange to the Purchaser or any
         third party appointed by the Purchaser;

(xx)     (a)      in the case of the Spanish Seller, to take such steps and
                  do all things as to notarise before a Spanish Public Notary
                  (x) as of the date hereof, the Spanish law governed
                  Receivables Purchase Agreement, the Transfer Deed delivered
                  pursuant thereto on the Initial Settlement Date (specifying in
                  such Transfer Deed any promissory notes which must be
                  transferred in accordance with this Agreement and the relevant
                  Receivables Purchase Agreement) and the Spanish Collection
                  Account Agreements and (y) on each Settlement Date during the
                  Replenishment Period, any Transfer Deed delivered pursuant to
                  the relevant Receivables Purchase Agreement (specifying in
                  such Transfer Deeds any promissory notes which must be
                  transferred in accordance with this Agreement and the relevant
                  Receivables Purchase Agreement), it being understood at all
                  times that the costs of such notarisation shall be borne by
                  the Spanish Seller;

         (b)      in the case of the Italian Seller, to take such steps and do
                  all things as to notarise before an Italian Public Notary as
                  of the date hereof, the Italian law governed Collection
                  Account Agreements, it being understood that the costs of such
                  notarisation shall be borne by the Italian Seller;

(xxi)    (a) to instruct any Debtor, which has not been already informed, to pay
         any sum due under a Sold Receivable to the relevant Collection
         Account(s) and, from the date hereof, to collect any sums due under a
         Sold Receivable exclusively on the relevant Collection Account(s), and
         (b) to promptly transfer to the relevant Collection Account(s) any sums
         paid by a Debtor in a different manner than to the relevant Collection
         Account(s);

<PAGE>
                                     - 28 -

(xxii)   in the case of the Italian Seller, to grant the Italian Stand-By
         Servicer/Italian Back-Up Servicer a prior irrevocable mandate which has
         been signed by the Italian Seller authorizing the Italian Back Up
         Servicer, whenever an Italian Notice of Transfer has to be sent in
         accordance with this Agreement, to execute the Italian Notice of
         Transfer, it being provided that the Italian Stand-By Servicer/Italian
         Back-Up Servicer shall not use such irrevocable mandate for any purpose
         other than the execution of the Italian Notice of Transfer;

(xxiii)  in the case of the Italian Seller, to grant the Italian Stand-By
         Servicer/Italian Back-Up Servicer a prior irrevocable mandate which has
         been signed by the Italian Seller authorising the Italian Stand-By
         Servicer/Italian Back-Up Servicer to send RID collections through the
         banking network by using the SIA code granted to the Italian Seller, it
         being provided that the Italian Stand-By Servicer/Italian Back-Up
         Servicer shall not use such irrevocable mandate for any purpose other
         than the performance of the back-up servicing activities;

(xiv)    in the case of the Italian Seller and if the RID collection system is
         used in connection with the Italian Debtors, to provide the Italian
         Stand-By Servicer/Italian Back-Up Servicer with all necessary
         information required for the purpose of sending RID applications
         through the banking network (and namely the SIA code granted to the
         Italian Seller) and ensure or cause to ensure that the List of Italian
         Purchasable Receivables has been correctly completed with such
         information;

(xxv)    in the case of the Italian Seller and if the RIBA collection system is
         used in connection with the Italian Debtors, to provide the Italian
         Stand-By Servicer/Italian Back-Up Servicer with all necessary
         information required for the purpose of issuing RIBA over Italian
         Debtors which have agreed to such means of payments and ensure or cause
         to ensure that the List of Italian Purchasable Receivables has been
         correctly completed with such information; and

(xxvi)   in the case of each German Seller,

         (a)      (w) to opt or continue to opt at all times for payment of
                  self-assessed or assessed VAT on a monthly basis, (x) having
                  applied for a permanent extension for the filing of monthly
                  returns (Dauerfristverlangerung) post and maintain posted a
                  special advance estimated tax payment to the relevant tax
                  office, (y) to calculate and self-assess VAT on a monthly
                  basis in accordance with German VAT laws and regulations and
                  (z) to pay any VAT when due to the relevant German tax
                  administration on a monthly basis;

         (b)      to provide the Purchaser on each Information Date with (x) a
                  monthly report detailing the calculation of VAT due in
                  relation to the preceding calendar month in accordance with
                  German VAT laws and regulations, and (y) evidence of the
                  payment of any amounts of VAT when due to the relevant German
                  tax administration, as described in such monthly report;

         (c)      to submit promptly upon request of the Purchaser a statement
                  and/or evidence in respect of any VAT payment;

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                                     - 29 -

         (d)      to ensure that, promptly upon request of the Purchaser at any
                  time and in any event semi annually (x) its auditors or any
                  qualified accountants carry out an audit in relation to its
                  VAT assessment procedures and VAT payment in accordance with
                  applicable law and regulations, detailing the calculation and
                  the payment of VAT during the period since the previous audit
                  or (as relevant) during the last six (6) calendar months and
                  (y) the results of such audit are forthwith communicated to
                  the Purchaser, whereby the costs of such audit shall be borne
                  by such German Seller.

12.1.2 Negative covenants

Each Seller undertakes:

(i)      (a)      not to sell, lease, transfer or dispose of, the whole or a
                  substantial part of its business or assets whether in a single
                  transaction or by a number of transactions. Such prohibitions
                  do not however apply to: (w) disposals in the ordinary course
                  of the business of the Centralising Unit or of any Seller; (x)
                  disposals between the Centralising Unit and any Seller(s) or
                  between any Sellers or within the GOODYEAR Group; (y)
                  disposals for arm's length consideration on normal commercial
                  terms; or (z) other disposals which are not reasonably likely
                  to materially prejudice the rights of the Purchaser hereunder
                  or adversely and materially affect the collectibility of the
                  Sold Receivables; and

         (b)      except for any intra-group mergers or reorganisations within
                  the GOODYEAR Group, not to purchase all or part of the assets
                  of any individual, undertaking or company, and not to enter
                  into any merger (fusion), demerger (scission) or proceeding of
                  a similar nature, which is reasonably likely to materially
                  prejudice the rights of the Purchaser hereunder or adversely
                  affects such Seller's ability to collect the Sold Receivables;

(ii)     not to vary any of its collection procedures currently in operation on
         the date it becomes a Seller under the Transaction Documents, without
         the prior written consent of the Purchaser if such a variation is
         reasonably likely to adversely affect the quality of such collection
         procedures;

(iii)    (a)      not to deliver to the Purchaser any document containing
                  information concerning the Sold Receivables which it knows to
                  be inaccurate or incomplete;

         (b)      not to deliver to the Purchaser any document containing
                  information concerning the Sold Receivables which it, in the
                  exercise of reasonable diligence, should reasonably have known
                  to be inaccurate or incomplete, in any material respect;

(iv)     not to use any software for the management of the Sold Receivables
         unless the software user licence allows it to be used to monitor the
         Sold Receivables, except in cases that would not be reasonably likely
         to result in a Material Adverse Effect;

<PAGE>
                                     - 30 -

(v)      to abstain from varying the corporate purposes or changing the legal
         form of such Seller, except to the extent related to any intra-group
         mergers or reorganisations within the GOODYEAR Group or to the extent
         that such variation or change would not be reasonably likely to result
         in a Material Adverse Effect;

(vi)     not to endorse, transfer or deliver to any person a Bill of Exchange
         relating to a Sold Receivable unless such an endorsement, transfer or
         delivery is made for the benefit of the Purchaser and, upon request of
         the Purchaser, to endorse, transfer or deliver, to the Purchaser or any
         third party designated by the Purchaser, acting pursuant to a power of
         attorney provided by a separate agreement, any and all Bills of
         Exchange corresponding to Sold Receivables and take all such measures
         deemed necessary by the Purchaser in order to preserve its rights
         hereunder; and

(vii)    not to create, incur, assume or permit to exist any Liens (other than
         any Liens contemplated by the Transaction Documents) (a) in relation to
         any Sold Receivables (and related rights) prior to their respective
         assignment to the Purchaser or in respect of the Collection Accounts,
         with the exception of those Liens required by applicable laws and
         regulations, or (b) over the Subordinated Deposit and/or the
         Complementary Deposit.

12.2 Centralising Unit

12.2.1 Affirmative covenants

The Centralising Unit undertakes:

(i)      to provide the Purchaser without undue delay, on a non consolidated
         basis, with:

         (a)      its annual accounts (balance sheet, profit and loss accounts
                  and annexes), as published and certified by its statutory
                  auditors, the related report of the board of directors and
                  statutory auditors, and an extract of the minutes of the
                  shareholders' annual general meeting approving the said
                  accounts, no later than forty-five calendar days (45)
                  following the holding of its shareholders' annual general
                  meeting;

         (b)      all published interim financial information; and

         (c)      all other information, reports or statements as the Purchaser
                  may at any time reasonably request and depending on the type
                  of information requested, in accordance with the procedures
                  applicable to the communication of information under this
                  Agreement;

(ii)     to request promptly any authorisation as may become necessary for the
         performance of its obligations under the Transaction Documents to which
         it is a party;

<PAGE>
                                     - 31 -

(iii)    to do or cause to be done all things necessary to preserve, renew and
         keep in full force and effect its legal existence and the rights,
         licenses, permits, privileges and franchises material to the conduct of
         its business, except to the extent that failure to keep in effect such
         rights, licenses, permits privileges and franchises would not be
         reasonably likely to result in a Material Adverse Effect;

(iv)     upon knowledge by the Centralising Unit that (a) an Early Amortisation
         Event has occurred, to notify forthwith the Purchaser of the same and
         (b) a Potential Early Amortisation Event has occurred, to notify
         forthwith the Purchaser of the same and, where applicable, of actions
         which the Centralising Unit has taken and/or proposes to take with
         respect thereto in order to prevent such Potential Early Amortisation
         Event from becoming an Early Amortisation Event;

(v)      to carry on its business in accordance with all applicable laws and
         regulations, except where failure to do so would not be reasonably
         likely to result in a Material Adverse Effect;

(vi)     on the first sixth month anniversary of the date hereof following the
         date on which it has appointed a statutory auditor within the meaning
         of article 2:393 of the Dutch Civil Code, to deliver to the Purchaser
         an Auditors Certificate in a form reasonably acceptable to the
         Purchaser and thereafter to deliver an Auditors Certificate in such
         form within six month after the date of the delivery of the previous
         Auditors Certificate;

(vii)    commencing on the date on which a Solvency Certificate is drawn up in
         accordance with Article 5 (Conditions precedent to the commencement of
         this Agreement), to deliver to the Purchaser (on a date which shall be
         a Settlement Date during the Replenishment Period), a Solvency
         Certificate within three (3) calendar months after the date of delivery
         of the previous Solvency Certificate, in accordance with the form set
         out in Schedule 5;

(viii)   to provide the Agent on each Information Date before 11.00 pm with a
         copy of the Assessment Report and a List of Purchasable Receivables in
         the form agreed between the parties to this Agreement;

(ix)     to provide on each Settlement Date during the Replenishment Period
         before 9.00 am, the Transfer Deeds;

(x)      to transmit to the Agent and the Purchaser a certificate evidencing
         compliance with the Financial Covenants at the time of delivery of such
         financial information described in points (a) and (b) of section 5.01
         of the European Credit Facility;

(xi)     to inform the Purchaser, as soon as possible, and in so far as is
         permitted by applicable laws and regulations of any restructuring
         leading to GOODYEAR DUNLOP TIRES EUROPE B.V. ceasing to hold directly
         or indirectly 100% in the voting rights of the Centralising Unit;

<PAGE>
                                     - 32 -

(xii)    to ensure that any information transmitted by the Centralising Unit or
         any of the Sellers during the course of the Securitisation Transaction
         and pursuant to the Transaction Documents is accurate and true in all
         material respects;

(xiii)   to maintain effective and in full force at all times the Intercompany
         Arrangements with the Centralising Unit and the other Sellers, and not
         to change such Intercompany Arrangements in any way that may adversely
         affect the rights of the Purchaser under the Securitisation
         Transaction.

12.2.2 Negative covenants

The Centralising Unit undertakes:

(i)      to abstain from changing its legal form, its corporate existence and
         varying its corporate purposes, except to the extent that such
         variation or change would not be reasonably likely to adversely affect
         the performance of its obligations under the Transaction Documents;

(ii)     not to create, incur, assume or permit to exist any Liens in relation
         to any of its assets, except for Liens provided under the Transaction
         Documents, or to the extent required by applicable laws or regulations.

12.3     Agent

12.3.1 The Agent hereby agrees with the other parties that it shall, at the
latest on each Calculation Date:

(i)      identify a selection in the List of Purchasable Receivables sent by the
         Centralising Unit, acting in the name and on behalf of the Sellers, on
         the preceding Information Date, in order to select the Purchasable
         Receivables which shall be purchased by the Purchaser from the Sellers
         on the next Settlement Date during the Replenishment Period, so that
         the Outstanding Amount of Sold Receivables (taking into account the
         Outstanding Amount of Purchasable Receivables to be purchased on the
         following Settlement Date during the Replenishment Period) shall not
         exceed the sum of the Maximum Amount of the Purchaser's Funding, the
         amount of the Subordinated Deposit, the Maximum Amount of the
         Complementary Deposit and the Discount Reserve;

(ii)     identify among the Purchasable Receivables selected in accordance with
         point (i) above, Eligible Receivables, which shall be selected so that
         the Outstanding Amount of Eligible Receivables due by Debtors of the
         same Group on such date shall not exceed the Maximum Concentration Rate
         multiplied by the Outstanding Amount of the Eligible Receivables on
         such date;

<PAGE>
                                     - 33 -

(iii)    send to the Centralising Unit, acting in the name and on behalf of the
         Sellers, before 5.00 pm on such Calculation Date a list containing the
         Purchasable Receivables (and identifying specifically the Eligible
         Receivables) to be purchased on the next Settlement Date during the
         Replenishment Period, along with the Outstanding Amount of Purchasable
         Receivables and the Outstanding Amount of Eligible Receivables;

(iv)     calculate, as of the following Settlement Date:

         (a)      the balance of the Current Account;

         (b)      the Discount Amount;

         (c)      the amount of the Discount Reserve, if such Calculation Date
                  immediately precedes a Settlement Date;

         (d)      the Outstanding Amount of Sold Receivables and the Outstanding
                  Amount of Eligible Receivables, globally and for each Seller
                  individually;

         (e)      the amount of the Purchaser's Funding, including any increase
                  or reduction in the level of such funding if such Calculation
                  Date precedes immediately a Funded Settlement Date;

         (f)      the amount of the Subordinated Deposit;

         (g)      the amount of the Complementary Deposit;

         (h)      as the case may be, the amount of the Foreseen Collections;

         (i)      the amount of the Adjusted Collections; and

         (j)      any other amounts agreed between the Agent and the
                  Centralising Unit.

(v)      give notice before 5.00 pm on such Calculation Date to the Centralising
         Unit acting, as the case may be, on its own behalf or on behalf of the
         Sellers, of the calculations (with supporting details) carried out
         pursuant to the above paragraph (iv) in order to provide the
         information needed, as the case may be, for the payment to be made on
         the following Settlement Date pursuant to Article 6.3, in accordance
         with the letter described in Schedule 15;

(vi)     communicate the calculation of any Increase in the Purchaser's Funding
         or any Reduction in the Purchaser's Funding in accordance with the
         provisions of Article 7.3 to the Depositor.

The parties agree that, in the event that any party becomes aware of any error
in the calculation carried out by the Agent pursuant to the present Article
12.3.1, such party shall forthwith notify the Agent in order to rectify such an
error.

12.3.2. At the latest on each Calculation Date, the Agent shall, at the request
of any Joint Lead Arranger, forthwith transmit a copy of the Assessment Reports,
the Lists of Purchasable

<PAGE>
                                     - 34 -

Receivables or any reporting documents relating to the Sold Receivables and
provide the Joint Lead Arrangers with any information relating to the amount of
Adjusted Collections received from the Sellers by the Purchaser on such
Calculation Date.

CALYON shall ensure that the Centralising Unit and the Sellers have furnished
the information referred to in the paragraph above to the Agent and the
Purchaser.

12.3.3 On each Calculation Date before 5.00 pm, the Calculation Agent undertakes
to deliver forthwith, to the Centralising Unit acting in the name and on behalf
of the Sellers, a document relating to the Sold Receivables, in the form
attached hereto as Schedule 12.1, as modified from time to time by the parties
to this Agreement, and to provide a copy of such document to the Joint Lead
Arrangers.

After each Settlement Date, the Calculation Agent undertakes to deliver
forthwith to each Issuer, a report document relating to the Sold Receivables, in
the form attached hereto as Schedule 12.2, as modified from time to time between
the Agent, the Purchaser and the Issuers.

For the purposes of the relevant reporting documents, the parties agree that
CALYON shall be responsible for ensuring that such reporting requirements are
carried out.

12.4 Failure to deliver Assessment Report or List of Purchasable Receivables

12.4.1 In the event that the Centralising Unit fails to provide the Agent with a
copy of the Assessment Report and/or a List of Purchasable Receivables within
one (1) Business Day after an Information Date, or provides the Agent with a
copy of the Assessment Report and/or a List of Purchasable Receivables, that is
incomplete in relation to one or several Sellers (with respect to any Seller, a
"Delivery Failure"), the Agent shall carry out the identification and the
calculations referred to in Articles 12.3.1 and 12.3.2 as follows:

-        in relation to Sellers for which there is no Delivery Failure, on the
         basis of the Assessment Report and the List of Purchasable Receivables
         provided to the Agent on such Information Date; and

-        in relation to Sellers for which there is a Delivery Failure, on the
         basis of the Assessment Report and the List of Purchasable Receivables
         provided to the Agent on the preceding Information Date;

provided that the Centralising Unit has sent to the Agent a single consolidated
Assessment Report and a single List of Purchasable Receivables. If the Agent has
not received such single consolidated Assessment Report and such List of
Purchasable Receivables, it shall make its calculations on the basis of the
single consolidated Assessment Report and single List of Purchasable Receivables
received on the previous Information Date.

12.4.2 In the event of any failure to comply with the provisions of Article
12.2.1. (viii), the Centralising Unit shall comply with such provisions with
respect to the documents required to be delivered on or before the next
Information Date.

12.4.3 The Centralising Unit shall provide, on each Information Date, the list
of Sold

<PAGE>
                                     - 35 -

Receivables which are Doubtful Receivables and to be retransferred to the
relevant Seller in accordance with article 4.2 of the relevant Receivables
Purchase Agreement.

12.5     Purchaser

Other than as contemplated by the Transaction Documents, the Purchaser
undertakes not to (a) sell, transfer or otherwise dispose of any Sold
Receivables or (b) create, incur, assume or permit to exist any Liens over any
Sold Receivables (and related rights), with the exception of those Liens
required by applicable laws and regulations.

                         CHAPTER VI - EARLY AMORTISATION

ARTICLE 13. EARLY AMORTISATION

13.1 Early Amortisation Events in relation to the Securitisation Transaction:

The fact that the Purchaser's Funding falls below the Minimum Amount of the
Program shall constitute an Early Amortisation Event with respect to this
Agreement and the Receivables Purchase Agreements.

13.2 Early Amortisation Event in relation to the Purchaser:

If any event occurs, which is not an event that is due to CALYON or that could
have been prevented by CALYON, and which, in the Rating Agencies' opinion,
jeopardises the "bankruptcy remote character" of the Purchaser, the Purchaser
may terminate its Commitment to purchase Purchasable Receivables from the
Sellers subject to notice made in writing to the Centralising Unit. In such an
event, the Commitment Expiry Date shall be deemed to have occurred on the
thirtieth (30th) calendar day following receipt by the Centralising Unit of the
Purchaser's Termination Notice. Such Purchaser's Termination Notice shall state
the reasons for the Rating Agencies' opinion.

13.3 Early Amortisation Events in relation to any Seller or the Centralising
Unit:

Each of the following events shall constitute an Early Amortisation Event with
respect to this Agreement and the Receivables Purchase Agreements:

(i)      the Centralising Unit requests the termination of the Replenishment
         Period ;

(ii)     any Seller, the Centralising Unit, GOODYEAR DUNLOP TIRES EUROPE BV,
         GOODYEAR or any Material Subsidiary has entered into Insolvency
         Proceedings;

(iii)    any failure by a Seller, the Centralising Unit or GOODYEAR DUNLOP TIRES
         EUROPE BV to make a payment (including any deposit or transfer of
         Adjusted Collections to the Purchaser) when due under the Transaction
         Documents:

<PAGE>
                                     - 36 -

         (w)      which is not remedied within two (2) Business Days, provided
                  that such failure is due to a technical reason which affects
                  the means of payment in the banking system used by such Seller
                  or by the Centralising Unit and is not otherwise covered by
                  clause (y) below;

         (x)      which is not remedied within four (4) Business Days, where
                  such failure arises in relation to the payment of the
                  Management Fee or the Stand-by Fee;

         (y)      which is not a scheduled payment under the Transaction
                  Documents and which is not remedied within two (2) Business
                  Days after written notice received from the Purchaser or, if
                  earlier, after a Responsible Officer becoming aware thereof;

         (z)      which is a scheduled payment (including a payment due pursuant
                  to Article 6.3.2.) and is not otherwise covered by clause (w)
                  or (x) above;

(iv)     any restructuring of (a) a Seller leading to GOODYEAR ceasing to hold
         directly or indirectly more than 50% in the share capital and voting
         rights of such a Seller, or (b) GOODYEAR DUNLOP TIRES EUROPE BV leading
         to GOODYEAR ceasing to hold directly or indirectly more than 50% in the
         share capital and voting rights of GOODYEAR DUNLOP TIRES EUROPE BV, or
         (c) the Centralising Unit leading to GOODYEAR DUNLOP TIRES EUROPE BV
         ceasing to hold, directly or indirectly, 100% in the share capital and
         voting rights of the Centralising Unit;

(v)      any default by any Seller, the Centralising Unit or GOODYEAR DUNLOP
         TIRES EUROPE BV (including any material default in the collection
         obligations set forth in Articles 21, 24, 25 and 26) other than the
         defaults referred to in paragraph (iii) above or paragraphs (vi) and
         (vii) below, in relation to any of their obligations under the
         Transaction Documents:

         -        which is not remedied within one (1) Business Day after
                  written notice received from the Purchaser or, if earlier,
                  after a Responsible Officer becoming aware thereof, if such
                  default is in relation to their respective obligations under
                  Article 12.2.1 (viii), and the Centralising Unit does not
                  comply with Article 12.4.2;

         -        which is not remedied within one (1) Business Day after
                  written notice received from the Purchaser or, if earlier,
                  after a Responsible Officer becoming aware thereof, if such
                  default is in relation to their respective obligations under
                  12.2.1 (ix);

         -        which is not remedied within fifteen (15) Business Days after
                  written notice received from the Purchaser or, if earlier,
                  after a Responsible Officer becoming aware, if such default is
                  in relation to their respective obligations under 12.1.1.
                  (iv), (x), (xiii), (xvi), (xxi), and 12.2.1. (iv), (xii);

         -        which is a default of the obligations arising under 12.1.2 or
                  12.2.2, which (a) if capable of remedy, is not remedied within
                  fifteen (15) Business Days after written notice received from
                  the Purchaser or, if earlier, after a Responsible Officer
                  becoming aware, or (b) if not capable of remedy, has not been
                  waived

<PAGE>
                                     - 37 -

                  by the Purchaser within five (5) Business Days after written
                  notice received from the Purchaser or, if earlier, after a
                  Responsible Officer becoming aware;

         -        which is not remedied within thirty (30) Business Days after
                  written notice received from the Purchaser, or, if earlier,
                  after a Responsible Officer becoming aware;

(vi)     any failure by any Seller or the Centralising Unit to deliver an
         Auditors Certificate, complying with the relevant form attached as
         Schedule 4 (adapted mutatis mutandis in the case of a New Seller), as
         provided for under Article 12.1.1 (vii) and 12.2.1 (vi), which is not
         remedied within fifteen (15) Business Days after written notice
         received from the Purchaser or, if earlier, after a Responsible Officer
         becoming aware;

(vii)    any failure by any Seller or the Centralising Unit to deliver a
         Solvency Certificate, complying with the relevant form attached as
         Schedule 5 (adapted mutatis mutandis in the case of a New Seller), as
         provided for under Article 12.1.1 (xii) and 12.2.1 (vii), which is not
         remedied within ten (10) Business Days after written notice received
         from the Purchaser or, if earlier, after a Responsible Officer becoming
         aware;

(viii)   any representation and warranty made by any Seller, the Centralising
         Unit or GOODYEAR DUNLOP TIRES EUROPE BV under the Transaction Documents
         (other than under Article 19), or any information contained in any
         document delivered by any Seller or the Centralising Unit or GOODYEAR
         DUNLOP TIRES EUROPE BV to the Purchaser pursuant thereto, is found to
         have been inaccurate on the date on which it was made or delivered, if
         such inaccuracy (a) is not remedied or waived accordingly within thirty
         (30) days after written notice received from the Purchaser, or, if
         earlier, after a Responsible Officer becoming aware and (b) is
         reasonably likely to result in a Material Adverse Effect;

(ix)     any Material Indebtedness of GOODYEAR DUNLOP TIRES EUROPE BV, or any of
         its subsidiaries, or GOODYEAR (a) has not been paid or repaid when due
         (after giving effect to any applicable grace period) or (b) has become
         due and payable before its stated date of payment as a result of a
         declared default and after the expiry of any applicable grace period
         provided that, in each case, such default has not been waived pursuant
         to the terms of the relevant agreement;

(x)      there is an attachment, freezing or seizure (saisie) order against all
         or any material part of the property, assets or revenues of the
         Centralising Unit, any of the Sellers or GOODYEAR DUNLOP TIRES EUROPE
         BV or in the event that the Centralising Unit, any of the Sellers or
         GOODYEAR DUNLOP TIRES EUROPE BV has become subject at any time to any
         court order or other court process having similar effect and such
         attachment, seizure (saisie), court order or court process remains in
         effect and is not discharged during a period of forty-five (45)
         calendar days following the date on which it was served;

(xi)     any change of any kind in any Seller's or Centralising Unit's articles
         of association, business or assets, which would be reasonably likely to
         result in a Material Adverse Effect;

<PAGE>
                                     - 38 -

(xii)    the validity of the Transaction Documents or a Transfer Deed issued
         pursuant to the Receivables Purchase Agreement or any Payment hereunder
         or thereunder is successfully challenged by any enforcement order
         issued or judgment obtained as a result of proceedings before any court
         (including arbitration proceedings);

(xiii)   whenever on three (3) successive Funded Settlement Dates, the
         Overcollateralisation Rate is higher than the Maximum
         Overcollateralisation Rate;

(xiv)    (a)      any of the Transaction Documents becomes illegal or,
                  cannot, for any reason whatsoever, be performed pursuant to
                  their respective terms, and such illegality or inability to be
                  performed is reasonably expected to prejudice the rights of
                  the Purchaser in any material respect;

         (b)      a Transfer Deed becomes illegal or, cannot, for any reason
                  whatsoever, be performed pursuant to its terms, and such
                  illegality or inability to be performed is reasonably expected
                  to prejudice the rights of the Purchaser;

(xv)     (a)      the ratio at the end of any fiscal quarter of (a) Consolidated
                  Net Secured Indebtedness to (b) Consolidated EBITDA of
                  GOODYEAR and its Consolidated Subsidiaries for the most recent
                  period of four consecutive fiscal quarters for which financial
                  statements have been filed with the United States Securities
                  and Exchange Commission, is greater than 3.50 to 1.00;

         (b)      the ratio of (x) Consolidated EBITDA of GOODYEAR and its
                  Consolidated Subsidiaries to (y) Consolidated Interest Expense
                  of GOODYEAR and its Consolidated Subsidiaries, for any period
                  of four (4) consecutive fiscal quarters is less than 2.00 to
                  1.00; or

         (c)      the ratio at the end of any fiscal quarter of (x) Consolidated
                  Net J.V. Indebtedness to (y) Consolidated European J.V. EBITDA
                  for the most recent period of four consecutive fiscal quarters
                  for which financial statements have been filed with the United
                  States Securities and Exchange Commission, is greater than
                  2.75 to 1.00;

         and, in each case, there has been no Applicable Waiver or Amendment on
         or prior to the 60th calendar day after the occurrence of any such
         event. In addition, this Agreement shall be automatically amended, with
         no further actions required by the parties hereto, to reflect the
         changes made in any Applicable Waiver or Amendment.

         Capitalized terms used in this Article 13.3 (xv) and not defined in
         Schedule 1 have the meanings set forth for such terms in Schedule 16;

(xvi)    if all Sellers withdraw from the Agreement in accordance with the
         provisions of Article 39;

(xvii)   the three-month rolling average of the Delinquency Percentage exceeds
         3.5%, and such event is not waived within thirty (30) days after
         notice received from the Purchaser, or, if earlier, after a Responsible
         Officer becomes aware thereof;

<PAGE>
                                     - 39 -

(xviii)  the three-month rolling average of the Default Percentage exceeds 2.5%,
         and such event is not waived within thirty (30) days after notice
         received from the Purchaser, or, if earlier, after a Responsible
         Officer becomes aware thereof; and

(xix)    the three-month rolling average of the Dilution Percentage exceeds
         10.5%, and such event is not waived within thirty (30) days after
         notice received from the Purchaser, or, if earlier, after a Responsible
         Officer becomes aware thereof.

13.4 Consequences of Early Amortisation Events

Except for the Early Amortisation Event described in Article 13.2, the effect of
which is set out in such Article, the consequences of the Early Amortisation
Events shall be as follows:

(i)      If an Early Amortisation Event referred to in Articles 13.1 or 13.3
         occurs and has not been waived, the Purchaser may or, if all the
         Liquidity Banks (which shall be consulted by the Purchaser upon the
         occurrence of such an Early Amortisation Event) instruct the Purchaser
         to do so, shall terminate by notice in writing to the Centralising Unit
         (the "PURCHASER'S TERMINATION NOTICE"), its Commitment to purchase
         Purchasable Receivables from the Sellers. Upon knowledge by the
         Purchaser of the occurrence of an Early Amortisation Event and provided
         such Early Amortization Event has not been waived and as soon as the
         Purchaser has determined that such an occurrence shall entail the
         occurrence of the Commitment Expiry Date, a Purchaser's Termination
         Notice may be sent forthwith. In such an event, the Commitment Expiry
         Date shall be deemed to have occurred on the date of receipt of the
         Purchaser's Termination Notice by the Centralising Unit.

         However, if upon consultation of the Liquidity Banks in accordance with
         the above paragraph, such Liquidity Banks cannot agree among themselves
         as to the termination by the Purchaser of its Commitment, and where the
         Purchaser has not already decided in its own discretion to terminate
         its Commitment, the relevant Liquidity Bank (the "TERMINATING LIQUIDITY
         BANK") may decide to terminate its own commitments under the Liquidity
         Agreement, upon notice in writing to the Centralising Unit, the
         Purchaser and the other Liquidity Bank(s) no later than the Information
         Date preceding the Funded Settlement Date on which such termination is
         to be effective.

         In the event of the termination of its(their) commitment by the
         Terminating Liquidity Bank(s), the Maximum Amount of the Program shall
         be partially and automatically reduced by an amount equal to the
         commitment of such Terminating Liquidity Bank(s). Such reduction of the
         Maximum Amount of the Program shall take effect on the Funded
         Settlement Date following the date upon which the termination of
         its(their) commitment by the Terminating Liquidity Bank(s) has occurred
         and shall be definitive and irrevocable.

<PAGE>
                                     - 40 -

(ii)     By way of further exception to the foregoing, if an Early Amortisation
         Event set forth in Article 13.3 (iv), (v), (vi), (vii), (x), (xi),
         (xii), and (xiv) occurs exclusively in relation to certain but not all
         Sellers, the Purchaser shall give notice thereof to the relevant
         Seller(s) and the Centralising Unit. The parties hereby agree that upon
         receipt by the relevant Seller(s) and the Centralising Unit of such
         notice, the Purchaser shall be entitled to purchase no further
         Purchasable Receivables from the relevant Seller(s) (the "EXCLUDED
         SELLER(s)"). The Purchaser's Commitment shall not otherwise be
         affected, except that if the aggregate amount of Sold Receivables
         assigned by the Excluded Seller(s) on the preceding six (6) Settlement
         Dates represents more than 45% of the aggregate amount of Sold
         Receivables assigned by all Sellers on such dates, the Commitment
         Expiry Date shall be deemed to have occurred on the date of receipt of
         the notice referred to above.

For the avoidance of doubt, if any Potential Early Amortisation Event occurs,
the parties agree that such event shall not constitute an Early Amortisation
Event if a suitable agreement between the parties has been reached within the
grace period (if any) provided for the related Early Amortisation Event in
Article 13.3.
<PAGE>

                                      - 41 -

                 CHAPTER VII - TAXES - CHANGES IN CIRCUMSTANCES

ARTICLE 14. TAXES

14.1. All payments to be made by each Seller, acting as a Seller or as a
sub-servicer of the Sold Receivables, or the Centralising Unit to the Purchaser
under this Agreement shall be made free, clear of and without deduction for or
on account of tax (not being tax imposed on the general income of the
Purchaser), unless the Seller or the Centralising Unit is required by mandatory
provisions of law to make such a payment subject to the deduction or withholding
of tax, in which case the sum to be paid by the Seller or the Centralising Unit
in respect of which such deduction or withholding is required to be made shall,
to the extent permitted by law, be increased to the extent necessary to ensure
that, after the making of the required deduction or withholding, the Purchaser
receives and retains (free from any liability in respect of any such deduction
or withholding) a net sum equal to the sum which it would have received and so
retained had no such deduction or withholding been made or required to be made.

In the event that any payment made by the Centralising Unit hereunder is subject
to, any withholding or deduction, the Purchaser shall use reasonable efforts to
recover any tax credit that it may be entitled to on account of such withholding
or deduction and shall remit to the Centralising Unit any amounts so recovered,
up to the amount necessary for the Seller to be (after that payment) in the same
after-tax position as it would have been if such withholding or deduction had
not been made, within the limit of the sums so recovered by the Purchaser.

If the increase referred to above is contrary to any applicable law, the
Purchaser and the Centralising Unit, acting in the name and on behalf of the
Sellers, shall work together as soon as possible and in good faith to seek a
solution acceptable to the parties.

If no suitable agreement has been reached within thirty (30) calendar days
following the coming into force of such deduction or withholding of tax, the
Commitment Expiry Date shall be deemed to have occurred on the thirtieth day
after such deduction or withholding comes into force. The parties hereby agree
that during the thirty-day period provided in the foregoing sentence, no
Purchasable Receivables shall be sold to the Purchaser by the Sellers concerned
by such deduction for or on account of tax or by all the Sellers if such
deduction for or on account of tax relates to the Centralising Unit, on a Funded
Settlement Date.

14.2. Each Seller shall bear any value added tax or similar tax (a "VAT
PAYMENT") to which any transaction contemplated under the Securitisation
Transaction may be subject or give rise towards any party having entered into
the Securitisation Transaction (other than the Sellers and the Centralising
Unit); and each Seller shall fully indemnify the Purchaser or any party having
entered into the Securitisation Transaction (other than the Sellers or the
Centralising Unit), from and against any losses or liabilities which any of them
may properly incur or otherwise suffer as a result of any delay in paying or
omission to pay such value added tax or similar tax.

<PAGE>

                                     - 42 -

If a Seller makes a VAT Payment and a credit against, relief or remission for,
or repayment of taxes is attributable to that VAT Payment (a "VAT CREDIT"), the
Purchaser shall use reasonable efforts to obtain the repayment of such VAT
Credit, and once the Purchaser has obtained the repayment of such VAT Credit,
the Purchaser shall transfer such amount to the relevant Seller so that the
Seller will be (after that payment) in the same after-tax position as it would
have been in had the VAT Payment not been made by the Seller, and within the
limit of the sums actually paid to the Purchaser under the repayment of such VAT
Credit.

14.3. In the event of any Insolvency Proceedings opened against any German
Seller, if the insolvency administrator is involved in the enforcement of any
pledge over the Collection Account(s) for the benefit of the Purchaser and if
such insolvency administrator is entitled to claim a deduction of fees
("ENFORCEMENT FEES") from the credit balance recorded on such Collection
Account(s) at the date of institution of such Insolvency Proceedings, the
relevant German Seller and/or the Centralising Unit shall pay to the Purchaser
any sums corresponding to such Enforcement Fees.

14.4 In the event that the Purchaser, a Liquidity Bank, the Issuers, the
Management Company, the Custodian, the Fund, the Depositor or the Agent (each a
"TAX INDEMNIFIED PARTY") has to bear any new tax or withholding tax or any other
tax related charge not yet in force on any sum which it owes and in relation to
the Securitisation Transaction, the Centralising Unit, acting in the name and on
behalf of the Sellers, undertakes to indemnify such Tax Indemnified Party up to
the amount of this new taxation or withholding tax or other tax charge, in the
currency in which such deduction, withholding or other tax charge must be paid.

In the event that any payment is made by the Centralising Unit to the Purchaser
pursuant to this Article 14.4, the Purchaser shall use reasonable efforts to
recover any tax credit that it may be entitled to on account of such new tax and
shall remit to the Centralising Unit any amounts so recovered up to the amount
necessary for the Seller to be (after that payment) in the same after-tax
position as it would have been if such new tax had not been paid, within the
limit of the sums so recovered by the Purchaser.

14.5 In the event that any Tax Indemnified Party (including, in particular, the
Purchaser) has incurred any losses or liability resulting from or in relation to
any recourse by the any German tax administration against the Purchaser with
respect to any Sold Receivable, the relevant German Seller shall indemnify such
Tax Indemnified Party up to the amount of such losses or liability incurred and
in the currency in which such loss or liability has been incurred, provided that
the recourse by such German tax administration against the Purchaser is based on
section 13c of the German VAT Act or on any related or equivalent provision of
German law.

14.6 Nothing in this Article 14 shall be construed so as to oblige the Purchaser
to bear costs and expenses of whatever nature or to disclose confidential
information relating to, inter alia, the organisation of its activities nor
affect in any way its right to organise its tax affairs in a manner which it
considers most beneficial.

<PAGE>

                                     - 43 -

ARTICLE 15. CHANGES IN CIRCUMSTANCES

15.1 If, as a result of (i) the implementation after the Closing Date of this
Agreement of any change in the applicable laws, regulations, accounting
standards or regulatory requirements or any change in the interpretation or
application of the aforementioned and/or (ii) the implementation after the
Closing Date of this Agreement of any applicable directive, request or
requirement (whether or not having the force of law) of any central bank,
self-regulating organisation, governmental, fiscal, monetary or other authority
(including inter alia directives, requests, instructions, accounting standards
or requirements which affect the manner in which any bank is required to
maintain equity capital (own funds), taking into account its assets,
liabilities, contingent liabilities or commitments):

(i)   the cost of the Purchaser, a Liquidity Bank, any Issuer, the Management
      Company, the Custodian, the Fund, the Depositor or the Agent making
      available, agreeing to make available, maintaining or funding any Payment
      and/or assuming or maintaining their Commitment or otherwise giving effect
      to this Agreement shall be increased; and/or

(ii)  any sum received or receivable by the Purchaser, a Liquidity Bank, any
      Issuer, the Management Company, the Custodian, the Fund, the Depositor or
      the Agent under the Transaction Documents shall be reduced (except for tax
      imposed on the general income of the Purchaser or default of a Debtor
      under any Sold Receivables); and/or

(iii) the Purchaser, the Liquidity Bank, any Issuer, the Management Company, the
      Custodian, the Fund, the Depositor or the Agent shall become liable to
      make any payment on account of tax (except for tax imposed on its general
      income), or shall be compelled or obliged to forego any interest or other
      return, on or calculated by reference to the Commitment or any Payment
      under this Agreement;

as soon as such event has occurred and provided that such information is
publicly available, the Purchaser, the Liquidity Bank, the Issuer, the
Management Company, the Custodian, the Fund, the Depositor or the Agent shall be
entitled to claim from the Centralising Unit, acting as the case may be on its
own behalf or on behalf of the Sellers, an indemnity equal to (a) the increased
costs referred to in (i) above, and/or (b) the reduction referred to in (ii)
above and/or (c) the amount referred to in (iii) above. To this effect, the
Purchaser shall give notice to the Centralising Unit, by delivering to the
latter a certificate specifying in sufficient detail the occurrence of the
changes in circumstances and, if possible, the estimated amount and the actual
amount and the reason(s) for the indemnity payable under this Article.

15.2 In the event of any dispute as to the amount of such an indemnity, the
Purchaser and the Centralising Unit acting in the name and on behalf of the
Sellers, shall work together as soon as possible and in good faith to seek a
solution acceptable to the parties; in the event of a dispute, such indemnity
shall nevertheless be paid by the Centralising Unit, acting on its own behalf
and on behalf of the Sellers, who shall make the payment of such indemnity
forthwith following receipt of the notice sent by the Purchaser.

If no suitable agreement has been reached within thirty (30) calendar days
following the coming into force of such event, the Commitment Expiry Date shall
be deemed to have occurred on the thirtieth day after such an event. The parties
hereby agree that during the

<PAGE>

                                     - 44 -

thirty-day period provided in the foregoing sentence, no Purchasable Receivables
shall be sold to the Purchaser on a Settlement Date.

                   CHAPTER VIII - ORDER OF PRIORITY - PAYMENTS

ARTICLE 16. ORDER OF PRIORITY DURING THE AMORTISATION PERIOD

16.1. On each Settlement Date during the Amortisation Period, the Purchaser
shall apply the Distributed Amounts, in the following order:

1.    to the payment of any of the following sums that are due and payable on
      such date in accordance with the provisions of the Master Senior Deposit
      Agreement:

      1.1.  the Margin due to ESTER FINANCE;

      1.2.  the Immobilisation Indemnity due pursuant to article 8.1 of the
            Master Senior Deposit Agreement;

      1.3.  the Deposit Fee due pursuant to article 8.2 of the Master Senior
            Deposit Agreement;

      until their full payment;

      provided that on each Intermediary Settlement Date, the sums referred to
      in this point 1. to be paid on the next Funded Settlement Date, calculated
      prorata temporis, shall be excluded from the Distributed Amounts available
      on such Intermediary Settlement Date and shall be reserved by the
      Purchaser in order to be paid on such Funded Settlement Date;

2.    to the payment of any sum due and payable prior to such date, by the
      Sellers or the Centralising Unit to the Purchaser under the Transaction
      Documents and which remains unpaid on such date, until its full repayment;

3.    to the payment of any sum due and payable in respect of the Purchaser's
      Funding, in accordance with the provisions of the Master Senior Deposit
      Agreement and, pari passu, in respect of the Complementary Deposit, in
      accordance with the provisions of the Master Complementary Deposit
      Agreement, until their full payment;

      provided that on each Intermediary Settlement Date, the sums referred to
      in this point 3., due in respect of the Purchaser's Funding and to be paid
      on the next Funded Settlement Date shall be excluded from the Distributed
      Amounts available on such Intermediary Settlement Date and reserved by the
      Purchaser in order to be paid on such Funded Settlement Date;

<PAGE>

                                     - 45 -

4.    to the payment to the Centralising Unit of any amount equal to the Excess
      Forseen Collections, outstanding as of the last Settlement Date before
      being reduced to zero (unless otherwise reimbursed);

5.    to the payment of any outstanding Deferred Purchase Price to be made
      pursuant to the provisions of each Receivables Purchase Agreement;

6.    to the repayment of the Subordinated Deposit.

16.2. On each Settlement Date during the Amortisation Period, if any Seller
and/or the Centralising Unit fail(s) to make a payment when due under the
Transaction Documents in respect of the Adjusted Collections and, pursuant to
the provisions of Article 21.3, the collection mandate given to the Sellers has
been terminated, the Purchaser shall apply the Distributed Amounts, in the
following order:

1.    to the payment of any sums due and payable on such date in respect of the
      Purchaser's Funding, in accordance with the provisions of the Master
      Senior Deposit Agreement, as follows:

      1.1.  the Margin due to ESTER FINANCE;

      1.2.  the Immobilisation Indemnity due pursuant to article 8.1 of the
            Master Senior Deposit Agreement;

      1.3.  the Deposit Fee due pursuant to article 8.2 of the Master Senior
            Deposit Agreement;

      until their full payment;

      provided that on each Intermediary Settlement Date, the sums referred to
      in this point 1. to be paid on the next Funded Settlement Date, calculated
      prorata temporis, shall be excluded from the Distributed Amounts available
      on such Intermediary Settlement Date and reserved by the Purchaser in
      order to be paid on such Funded Settlement Date;

2.    to the payment of any sum due and payable prior to such date, by the
      Sellers or the Centralising Unit to the Purchaser under the Transaction
      Documents and which remains unpaid on such date, until its full repayment;

3.    to the payment of any sum due and payable in respect of the Purchaser's
      Funding, up to an amount equal to the sum due under the Transaction
      Documents in respect of the Adjusted Collections and which any Seller
      and/or the Centralising Unit has failed to pay (the "PRIORITY AMOUNT");

      provided that on each Intermediary Settlement Date, the sums referred to
      in this point 3. to be paid on the next Funded Settlement Date shall be
      excluded from the Distributed Amounts available on such Intermediary
      Settlement Date and be reserved by the Purchaser in order to be paid on
      such Funded Settlement Date;

<PAGE>

                                     - 46 -

4.    to the payment of any sum remaining due and payable in respect of the
      Purchaser's Funding, in accordance with the provisions of the Master
      Senior Deposit Agreement and, pari passu, in respect of that portion of
      the Complementary Deposit that exceeds the Priority Amount, in accordance
      with the provisions of the Master Complementary Deposit Agreement, until
      their full payment;

      provided that on each Intermediary Settlement Date, the sums referred to
      in this point 4., due in respect of the Purchaser's Funding and to be paid
      on the next Funded Settlement Date shall be excluded from the Distributed
      Amounts available on such Intermediary Settlement Date and reserved by the
      Purchaser in order to be paid on such Funded Settlement Date;

5.    to the repayment of any residual sum due in respect of the Complementary
      Deposit;

6.    to the payment to the Centralising Unit of any amount equal to the Excess
      Forseen Collections, outstanding as of the last Settlement Date before
      being reduced to zero (unless otherwise reimbursed);

7.    to the payment of any Deferred Purchase Price to be made pursuant with the
      provisions of each Receivables Purchase Agreement;

8.    to the repayment of the Subordinated Deposit.

ARTICLE 17. PAYMENTS

17.1 For the purpose of the payment of any sum due under this Agreement, the
Agent, the Purchaser, each Seller and the Centralising Unit acting, as the case
may be, on its own behalf or on behalf of the Sellers, expressly agree to use
exclusively the following bank accounts:

(i)   the Purchaser's Account;

(ii)  the Centralising Unit's Account;

(iii) the Collection Accounts;

(iv)  the Purchaser's Collection Accounts; and

(v)   the Agent's Account.

The parties hereunder acknowledge that such accounts shall be used exclusively
for the purposes and in accordance with the terms of this Agreement.

17.2 The Euro is the currency of payment for each and every sum due at any time
under the Transaction Documents.

<PAGE>

                                     - 47 -

17.3 The Purchaser shall be entitled to set-off (i) any amount due and payable
by the Purchaser to the Centralising Unit on its behalf or on behalf of the
Sellers under the Transaction Documents and (ii) any amount due and payable by
the Centralising Unit on its behalf or on behalf of the Sellers to the Purchaser
under the Transaction Documents.

The Centralising Unit, acting on its behalf or on behalf of the Sellers, shall
be entitled to set-off (i) any amount due and payable by the Purchaser to the
Centralising Unit on its behalf or on behalf of the Sellers under the
Transaction Documents and (ii) any amount due and payable by the Centralising
Unit on its behalf or on behalf of the Sellers to the Purchaser under the
Transaction Documents.

17.4 For the purposes of this Article, any payments falling due on a day which
is not a Business Day shall instead fall due on the following Business Day.

17.5 The Centralising Unit acting, as the case may be, on its own behalf or on
behalf of any Seller, shall give to its bank before 12.00 (noon) on the Business
Day following each Calculation Date, an irrevocable instruction to transfer
(ordre de virement irrevocable), from the Centralising Unit's Account to the
Purchaser's Account, any amount due to the Purchaser on such Funded Settlement
Date or on such Intermediary Settlement Date in accordance with the Transaction
Documents, to be credited with immediately available funds, before 12.00 (noon),
on the said Funded Settlement Date or Intermediary Settlement Date.

The Purchaser shall give to its bank one Business Day before each Funded
Settlement Date or each Intermediary Settlement Date, before 10.00 am, an
irrevocable instruction to transfer (ordre de virement irrevocable), from the
Purchaser's Account to the Centralising Unit's Account, any amount due, as the
case may be, to the Centralising Unit on such Funded Settlement Date or on such
Intermediary Settlement Date, in accordance with the Transaction Documents, to
be credited with immediately available funds, before 12.00 (noon), on the said
Funded Settlement Date or on the said Intermediary Settlement Date.

17.6 The Centralising Unit acting, as the case may be, on its own behalf or on
behalf of any Seller, shall give to CALYON, acting as holder of the Centralising
Unit's bank account, at least two (2) Business Days before the Settlement Date
immediately after the date on which the Parties listed below become a Party to
this Agreement, irrevocable orders to pay on the such Settlement Date, before
any other debit on such Centralising Unit's bank account and within the limits
of the sums credited on the Centralising Unit's bank account by the Purchaser on
the such Settlement Date:

-     to CALYON, acting on its own behalf and on behalf of its legal counsel
      (Gide Loyrette Nouel);

-     to NBP, acting on its behalf and on behalf of its legal counsel (Allen &
      Overy);

-     to KBC Bank, acting on its behalf and on behalf of its legal counsel;

-     to each Issuer and Liquidity Bank, each acting on their own behalf and on
      behalf of their legal counsel;

-     to the Agent,to Eurofactor AG and to INTESA MEDIOFACTORING S.p.A;

<PAGE>

                                     - 48 -

any structuring, arranger and legal fees, costs and expenses (including any
up-front fees as a result of the putting in place of an Italian Back Up
Servicer) due to each of the above and to their respective legal counsel.

17.7 Any default by the Centralising Unit acting, as the case may be, on its own
behalf or on behalf of any Seller, in the fulfilment of its payment obligations
under this Agreement shall automatically entitle the Purchaser, without having
to give prior notice, to receive interest on any amounts payable and remaining
unpaid (excluded), calculated from the date when such payment was due (included)
until the date of actual payment, at a rate of EURIBOR 1 month + 2% per annum
payable on the date of actual payment (excluded).

                CHAPTER IX - PURCHASE OF PURCHASABLE RECEIVABLES

ARTICLE 18. CONDITIONS IN RELATION TO ANY PURCHASE OF PURCHASABLE RECEIVABLES

18.1 Conditions precedent in relation to any purchase of Purchasable Receivables

The Purchaser shall not be obliged on any Settlement Date during the
Replenishment Period, to purchase from any Seller, Purchasable Receivables
unless each of the following conditions have been fulfilled on such Settlement
Date:

(i)   the representations and warranties made by the Seller and the Centralising
      Unit referred to in Article 11 (Representations and Warranties) remain
      valid and accurate on such Settlement Date;

(ii)  the Centralising Unit has transmitted the Assessment Report to the Agent
      and delivered the List of Purchasable Receivables to the Purchaser on the
      Information Date immediately preceding such Settlement Date;

(iii) the amount of the Subordinated Deposit, the Complementary Deposit and any
      Increase in the Subordinated Deposit and any Increase in the Complementary
      Deposit applicable on such Settlement Date, has been recorded on the debit
      balance of the Current Account;

(iv)  the Payment to be made and the Transfer Deeds to be delivered pursuant
      hereto do not violate any law or regulation in force on such Settlement
      Date;

(v)   such Settlement Date is not later than the Commitment Expiry Date;

(vi)  the Purchaser has received to its satisfaction, on or before such
      Settlement Date, (a) an Auditors Certificate in relation to the Sellers
      and the Centralising Unit, not older than six (6) calendar months, and (b)
      a Solvency Certificate in relation to the Centralising

<PAGE>

                                     - 49 -

      Unit, to the French Seller, to the German Sellers, to the Italian Seller
      and to the Spanish Seller, not older than three (3) calendar months;

(vii) no Early Amortisation Event has occurred on such date;

(viii) the selection of the Purchasable Receivables to be purchased from the
      Sellers by the Purchaser has been carried out in accordance with the
      selection procedure set forth in Article 12.3.1; and

(ix)  the Centralising Unit, acting on behalf of the Sellers, has transferred
      the Adjusted Collections to the Purchaser, to the extent required by
      Article 23 (Application of payments and payments of collections).

18.2 Conditions subsequent to any Purchase of Purchasable Receivables on a
Settlement Date during the Replenishment Period

In the event that any of the following conditions have not been fulfilled on any
Settlement Date during the Replenishment Period, such a failure shall constitute
an automatic and immediate termination (condition resolutoire de plein droit) of
the assignment by the Sellers to the Purchaser of the Sold Receivables sold on
such Settlement Date :

(i)   the Centralising Unit has not credited the Purchaser's Account for an
      amount equal to any debit balance of the Current Account in accordance
      with the provisions of Article 6.3.3. on such date before 12.00 (noon); or

(ii)  if such Settlement Date is a Funded Settlement Date, the Depositor has not
      duly made or increased the Senior Deposit in respect of its commitment to
      effect a Senior Deposit in accordance with and subject to the terms of the
      Master Senior Deposit Agreement.

ARTICLE 19. CONFORMITY WARRANTIES FOR PURCHASABLE RECEIVABLES

Each Seller represents and warrants to the Purchaser that, as of the Assessment
Date relating to the Settlement Date on which a Purchasable Receivable shall be
sold, such Purchasable Receivable (other than a Net Miscellaneous Receivable or
with respect to the Initial Settlement Date a Defaulted Receivable) shall exist,
and, to its knowledge, except as specifically identified on the Assessment
Report (it being provided that even if such Purchasable Receivables are so
identified, this shall be without prejudice to the rights of the Purchaser to
exercise any recourse against the relevant Seller as provided for under this
Agreement and, in particular, shall not prevent the Purchaser from exercising
any recourse in connection with Article 28) shall conform to the characteristics
specified in article 7 (Description of Purchasable Receivables) of each
Receivables Purchase Agreement, with the description as it appears on the
Transfer Deed and the electronic support relating to such Transfer Deed and with
the characteristics specified in Schedule 13.

<PAGE>

                                     - 50 -

Each Seller and the Purchaser agree that the Conformity Warranties set out in
this Article:

(i)   shall be given by each Seller to the Purchaser and shall apply to all of
      its Purchasable Receivables designated on any Transfer Deed and the
      related support;

(ii)  shall take effect upon the mere transfer by each Seller or the
      Centralising Unit to the Purchaser of a Transfer Deed and the related
      supports, in accordance with and subject to the relevant Receivables
      Purchase Agreement;

(iii) shall be valid for such Purchasable Receivable on the relevant Information
      Date and shall remain in force until the Purchaser's Funding has been
      repaid in full.

ARTICLE 20. IDENTIFICATION OF THE CONTRACTUAL DOCUMENTATION FOR THE SOLD
RECEIVABLES - ACCESS TO DOCUMENTS

The Parties irrevocably agree that each purchase of Purchasable Receivables
carried out pursuant to this Agreement and the relevant Receivables Purchase
Agreement shall entitle the Purchaser or any other agent appointed in a
discretionary way by the same, solely in order to protect and/or to enforce its
right in connection with the Securitisation Transaction, to access the original
copies of the contractual documentation or the computer or paper information
underlying the Sold Receivables and, the support listing the Sold Receivables
and to make duplicate copies of such documents; provided that (i) the Purchaser
or its agent shall have the right to obtain the original copies of such
documents to the extent required to enforce their rights under the Transaction
Documents and (ii) in respect of the Protected Debtors, the provisions of the
present Article shall only apply if the conditions set forth in the Data
Protection Trust Agreement are met.

Each Seller irrevocably agrees to allow the Purchaser or any other person
appointed by it unrestricted access to the said documents provided that (i) such
Seller has been given two (2) Business Days prior notice thereof, (ii) the
Purchaser or any other person, whom the Purchaser appoints undertakes not to
disclose any confidential information except where permitted in the
circumstances provided for by Article 31 (Confidentiality) and (iii) in respect
of the Protected Debtors, subject to the provisions of the Data Protection Trust
Agreement.

The Purchaser or any other person, whom the Purchaser appoints, shall in no way
be obliged to reimburse the Centralising Unit or the Sellers, for any expense
incurred by the Centralising Unit or the Sellers when allowing access to use the
relevant documents, nor to compensate the Centralising Unit or the Sellers for
any loss which such access or use might cause, other than any loss resulting
from the gross negligence (faute lourde) or willfull misconduct (dol) of the
Purchaser or such other person or the breach by the Purchaser of its material
obligations under the Transaction Documents.

<PAGE>

                                     - 51 -

                   CHAPTER X - COLLECTION OF SOLD RECEIVABLES

ARTICLE 21. COLLECTION OF SOLD RECEIVABLES

21.1 Seller's Collection Mandate

The Purchaser hereby appoints each Seller, who accepts, to act as the Collection
Agent for the purposes of the collection of Sold Receivables under a Collection
Mandate in accordance with the terms and subject to the conditions of this
Agreement and the relevant Receivables Purchase Agreement. Each Seller hereby
irrevocably renounces resigning from its role as Collection Agent for the
duration of this Agreement.

In addition, the Purchaser hereby appoints the Sellers, who hereby accept to act
on its behalf for the purposes of Articles 24 and 25 or where expressly provided
for in this Agreement or any of the Receivables Purchase Agreements.

21.2 Collection Support

The Purchaser may request the Back-Up Servicer(s) and/or the Italian Back-Up
Servicer(s) to provide the relevant Sellers with logistic support to carry out
the collection of Sold Receivables with greater efficiency, provided that the
Back-Up Servicer(s) and the Italian Back-Up Servicer(s) shall not be obliged to
provide such logistic support. If the Centralising Unit, acting in the name and
on behalf of the Sellers, accepts such offer and the relevant Back-Up
Servicer(s) and/or the Italian Back-Up Servicer(s) accept(s) to provide such
logistic support, it shall reimburse the Back-Up Servicer(s) and/or the Italian
Back-Up Servicer(s) for any duly documented costs incurred in connection with
the setting up of such logistic support.

21.3  Termination of the Collection Mandate

21.3.1. Solely in the event of:

(i)   any Early Amortisation Event under Article 13.3. (xv);

(ii)  any failure of any of the Sellers to comply with their respective
      obligations under Article 12.1.2 (vi), which is not remedied within
      fifteen (15) Business Days after written notice received from the
      Purchaser, or, if ealier, after a Responsible Officer becoming aware;

(iii) entry of any Seller, the Centralising Unit, GOODYEAR DUNLOP TIRES EUROPE
      BV, GOODYEAR or any Material Subsidiary into Insolvency Proceedings;

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                                     - 52 -

(iv)  any failure by a Seller or the Centralising Unit or GOODYEAR DUNLOP TIRES
      EUROPE BV to make a payment (including any deposit or transfer of Adjusted
      Collections to the Purchaser) when due under the Transaction Documents

      (w)   which is not remedied within two (2) Business Days, provided that
            such failure is due to a technical reason which affects the means of
            payment in the banking system used by such Seller or by the
            Centralising Unit and is not otherwise; covered by clause (y)
            below;

      (x)   which is not remedied within four (4) Business Days, where such
            failure arises in relation to the payment of the Management Fee or
            the Stand-by Fee;

      (y)   which is not a scheduled payment under the Transaction Documents and
            which is not remedied within two (2) Business Days after written
            notice received from the Purchaser or, if earlier, after a
            Responsible Officer becoming aware thereof;

      (z)   which is a scheduled payment (including a payment due pursuant to
            Article 6.3.2.) and is not otherwise covered by clause (w) or (x)
            above;

(v)   any restructuring of (a) a Seller leading to GOODYEAR ceasing to hold
      directly or indirectly more than 50% in the share capital and voting
      rights of such a Seller, or (b) GOODYEAR DUNLOP TIRES EUROPE BV leading to
      GOODYEAR ceasing to hold directly or indirectly more than 50% in the share
      capital and voting rights of GOODYEAR DUNLOP TIRES EUROPE BV, or (c) the
      Centralising Unit leading to GOODYEAR DUNLOP TIRES EUROPE BV ceasing to
      hold directly or indirectly 100% in the share capital and voting rights of
      the Centralising Unit;

(vi)  any failure by any Seller or the Centralising Unit to deliver an Auditors
      Certificate, complying with the relevant form attached as Schedule 4
      (adapted mutatis mutandis in the case of the New Seller), as provided for
      under Article 12.1.1 (vii) and 12.2.1 (vi), which is not remedied within
      fifteen (15) Business Days after written notice received from the
      Purchaser or, if earlier, after a Responsible Officer becoming aware
      thereof;

(vii) any failure by any Seller or the Centralising Unit to deliver a Solvency
      Certificate, complying with the relevant form attached as Schedule 5
      (adapted mutatis mutandis in the case of the New Seller), as provided for
      under Article 12.1.1 (xii) and 12.2.1 (vii), which is not remedied within
      ten (10) Business Days after written notice received from the Purchaser
      or, if earlier, after a Responsible Officer becoming aware thereof;

(viii)any Material Indebtedness of GOODYEAR TIRES EUROPE BV or any of its
      subsidiaries, or GOODYEAR (a) has not been paid or repaid when due (after
      giving effect to any applicable grace period) or (b) has become due and
      payable before its stated date of payment as a result of a declared
      default and after the expiry of any applicable grace period, provided
      that, in each case, such default has not been waived pursuant to the terms
      of the relevant agreement;

(ix)  any change of any kind, in any Seller's or Centralising Unit's articles of
      association, business or assets, which would be reasonably likely to
      result in a Material Adverse Effect;

<PAGE>

                                     - 53 -

(x)   any representation and warranty made by any Seller, the Centralising Unit
      or GOODYEAR DUNLOP TIRES EUROPE BV under the Transaction Documents (other
      than under Article 19), or any information contained in any document
      delivered by any Seller or the Centralising Unit or GOODYEAR DUNLOP TIRES
      EUROPE BV to the Purchaser pursuant thereto, is found to have been
      inaccurate on the date on which it was made or delivered, if such
      inaccuracy (a) is not remedied or waived accordingly within thirty (30)
      days after written notice received from the Purchaser or, if earlier,
      after a Responsible Officer becoming aware thereof, and (b) is reasonably
      likely to result in a Material Adverse Effect;

(xi)  there is an attachment, freezing or seizure (saisie) order against all or
      any material part of the property, assets or revenues of the Centralising
      Unit or any of the Sellers or GOODYEAR DUNLOP TIRES EUROPE BV or in the
      event that either the Centralising Unit or any of the Sellers or GOODYEAR
      DUNLOP TIRES EUROPE BV has become subject at any time to any court order
      or other court process having similar effect and such attachment, seizure
      (saisie), court order or court process remains in effect and is not
      discharged during a period of fourty five (45) calendar days following the
      date on which it was served;

(xii) the validity of the Transaction Documents or a Transfer Deed issued
      pursuant to the Receivables Purchase Agreement or any Payment hereunder or
      thereunder is successfully challenged by any enforcement order issued or
      judgment obtained as a result of proceedings before any court (including
      arbitration proceedings); or

(xiii)(a)   any of the Transaction Documents becomes illegal or, cannot, for any
            reason whatsoever, be performed pursuant to their respective terms,
            and such illegality or inability to be performed is reasonably
            expected to prejudice the rights of the Purchaser in any material
            respect;

      (b)   a Transfer Deed becomes illegal or, cannot, for any reason
            whatsoever, be performed pursuant to its terms, and such illegality
            or inability to be performed is reasonably expected to prejudice the
            rights of the Purchaser;

(xiv) any Collection Account Agreement is terminated for whatever reason and
      such Collection Account Agreement is not replaced by (a) a then existing
      Collection Account Agreement or (b) an equivalent collection account
      agreement that has been approved by the Purchaser, the Agent, the Issuers
      and the Liquidity Banks (such consent not to be unreasonably withheld or
      delayed);

<PAGE>

                                     - 54 -

the Purchaser may terminate the appointment of each Seller for collection of the
Sold Receivables by issuing or causing any other entity it has appointed for
such purpose to issue to this effect:

(i)   a letter sent by registered mail with acknowledgement of receipt to each
      Seller; and

(ii)  subsequently and in relation to the Italian Seller, an Italian Notice of
      Transfer to each of the Debtors, in accordance with the Italian
      Receivables Purchase Agreement, provided that the cost of delivery of any
      Italian Notice of Transfer is borne exclusively by the Centralising Unit,
      acting in the name and on behalf of the Sellers and shall be reasonable
      and duly documented;

(iii) subsequently and in relation to the other Sellers, a Notice of Transfer to
      each of the Debtors, in accordance with the relevant Receivables Purchase
      Agreement, provided that the cost of delivery of a Notice of Transfer is
      borne exclusively by the Centralising Unit, acting in the name and on
      behalf of the Sellers and shall be reasonable and duly documented.

The appointment of any Seller for the purpose of the collection of any Sold
Receivable shall terminate automatically on the date of receipt by the
Centralising Unit, acting in the name and on behalf of the relevant Seller, of
the letter referred to under (i) above. As of such date, the Seller shall
forthwith transfer to the credit of the relevant Purchaser's Collection Account
any amount received from the relevant Debtors relating to the Sold Receivables,
in accordance with the provisions of the Collection Account Agreements.

The termination of the appointment of a Seller as collection agent shall not
affect the obligations of such Seller under this Agreement or the relevant
Receivables Purchase Agreement, with the exception of those relating to the
collection of the Sold Receivables. Notwithstanding any other provisions of this
Agreement, neither the Purchaser nor any of its agents shall, at any time other
than following the termination of the collection mandate of the Sellers pursuant
to this Article 21.3.1, contact or communicate with any Debtor in respect of any
Sold Receivable or the Securitisation Transaction.

21.3.2. In addition, the Purchaser shall be entitled to appoint (i) a (or
several) Back-Up Servicer(s) for the collection of all or part of the Sold
Receivables for which a Notice of Transfer has been delivered to the relevant
Debtors in accordance with Article 21.3.1 above, and (ii) an (or several)
Italian Back-Up Servicer(s) for the collection of all or part of the Italian
Sold Receivables for which an Italian Notice of Transfer has been delivered to
the relevant Debtors in accordance with Article 21.3.1 above.

The Purchaser confirms that, as a condition precedent to its(their)
appointment(s), the Back-Up Servicer(s) and the Italian Back-Up Servicer(s) have
(or will have) agreed with the Purchaser to comply with the provisions of this
Agreement.

<PAGE>

                                     - 55 -

Each Seller, upon being notified of the exercise of such a right by the
Purchaser undertakes:

(i)   to take all steps and do all things to enable the Back-Up Servicer(s) and
      the Italian Back-Up Servicer(s) to take over the Seller's undertakings as
      collection agent(s);

(ii)  to deliver in accordance with the provisions of Article 20 (Identification
      of the contractual documentation for the Sold Receivables - Access to
      documents) and Article 31 (Confidentiality) to the Back-Up Servicer(s) and
      to the Italian Back-Up Servicer(s) any and all original copies of the
      contractual documentation or the computer information concerning the Sold
      Receivables as well as any other document as might be reasonably requested
      by the Back-Up Servicer(s) and/or the Italian Back-Up Servicer(s) in order
      to perform its(their) obligations as servicer(s);

(iii) to transfer forthwith to the credit of the relevant Purchaser's Collection
      Account, any Actual Collections relating to Sold Receivables it may
      directly receive from any Debtor;

(iv)  to indemnify forthwith the Purchaser, for any reasonable costs and
      expenses duly evidenced and incurred by the latter in relation to the
      Notice of Transfer and the Italian Notice of Transfer; and

(v)   to indemnify forthwith the Purchaser, for any reasonable costs incurred by
      the latter due to the appointment of the Back-Up Servicer(s) and/or the
      Italian Back-Up Servicer(s) to act as collection agent(s), provided that
      the Back-Up Servicer(s) and the Italian Back-Up Servicer(s)
      furnishes(furnish) any documents evidencing such costs within the limits
      set forth in Article 27.3.

The Purchaser shall, immediately upon payment by the Centralising Unit, acting
on its own behalf and on behalf of the Sellers, of all amounts owed to the
Purchaser, (i) take all steps necessary to terminate any rights it may have with
respect to any Collection Accounts, and (ii) if the Sellers' collection mandate
has been terminated pursuant to the terms of this Article, revoke any collection
mandate granted to the Back-Up Servicers, to the Italian Back-Up Servicer(s) or
any other agent of the Purchaser.

21.3.3. Each of the Sellers hereby irrevocably renounces resigning from its role
under the collection mandate referred to in this Article 21 for the duration of
this Agreement. Such collection mandate may only be terminated in the
circumstances and in accordance with the procedures provided for in the present
article or, with respect to a particular Seller, if it has ceased to be a party
to this agreement in accordance with the provisions herein, when all Sold
Receivables originated by such Seller have been collected, repurchased in
accordance with this Agreement or determined to be uncollectible.

<PAGE>

                                     - 56 -

ARTICLE 22. ASSESSMENT REPORT AND BACK-UP SERVICER REPORT

22.1. As long as a Seller acts as collection agent in respect of any Sold
Receivable, such Seller shall draw up or cause to be drawn up, an Assessment
Report in the form set out in Schedule 3, which shall be delivered by the
Centralising Unit acting in the name and on behalf of the Sellers to the Agent
on each Information Date.

22.2. In the event of the termination of the Collection Mandate, in accordance
with the provisions of Article 21.3, the Purchaser or, as the case may be, the
Back-Up Servicers shall draw up a Back-Up Servicer Report on each Information
Date.

ARTICLE 23. APPLICATION OF PAYMENTS AND PAYMENTS OF COLLECTIONS

23.1. Application of Payments

Subject to any applicable laws and to the provisions of the Collection Account
Agreements, any payment received by a Seller from any of its Debtors shall be
applied first to Sold Receivables (before being applied to other obligations of
such Debtor), unless the said Debtor has given express instruction otherwise.

23.2. Payment of collections

23.2.1.In so far as a Seller acts as collection agent in respect of any Sold
Receivable, the Parties agree that:

(i)   during the Replenishment Period, on each Settlement Date, Adjusted
      Collections shall be recorded and applied in the manner provided for in
      Article 6;

(ii)  during the Replenishment Period, on each Funded Settlement Date, the Cash
      Collections Advance shall be transferred by the Centralising Unit to the
      Purchaser's Account before 12.00 (noon) on such Settlement Date;

(iii) on each Settlement Date during the Amortisation Period, the Centralising
      Unit shall transfer to the Purchaser's Account the Adjusted Collections.

If a Seller no longer acts as collection agent in respect of any Sold
Receivable, the Parties agree that the relevant Back-Up Servicer or Italian
Back-Up Servicer shall transfer to each relevant Purchaser's Collection Account
the Actual Collections made in relation to the Sold Receivables purchased from
such Seller. Such Actual Collections shall be applied to the payments in the
manner provided for in Article 6 until the Commitment Expiry Date, and
thereafter, as provided for in Article 16.

23.2.2 Except as provided for in Article 23.2.1., the Sellers and the
Centralising Unit shall not be required to transfer any collections to the
Purchaser.

<PAGE>

                                     - 57 -

23.3. Collection Accounts

The Sellers and the Purchaser have agreed to put in place Collection Accounts in
each jurisdiction in which a Seller is located in order to segregate any cash
received by the Sellers, when acting in their capacity as collection agent under
the foregoing provisions and the relevant Receivables Purchase Agreement.

A Collection Account Agreement shall be concluded in relation to each Collection
Account.

Notwithstanding the provisions of Article 23.1 hereof and of the Collection
Account Agreements, the Purchaser agrees that, in the event that the
Centralising Unit provides reasonably satisfactory evidence that a payment made
to any Collection Account does not relate to Sold Receivables or Retransferred
Receivables (as defined in the Collection Account Agreements), the Purchaser
shall promptly authorise the return of such payment to the Centralising Unit,
within the limit of the credit balance of the relevant Collection Account.

ARTICLE 24. RENEGOTIATION

24.1 Authorisation to renegotiate in Insolvency Proceedings

Each Seller acting on behalf of the Purchaser may, in the context of Insolvency
Proceedings relating to any Debtor (if Insolvency Proceedings apply to such
Debtor), participate in the setting up of a voluntary rescheduling and may make
proposals for that purpose, provided that:

(i)   it complies with its obligations under Article 26 (Obligations of care);
      and

(ii)  in the event that the Outstanding Amount of the Sold Receivables subject
      to such renegotiation exceeds 1,500,000 euro, it has obtained the prior
      written consent of the Purchaser to renegotiate.

24.2. Renegotiations as to amount and maturity date

The Purchaser agrees that each Seller, acting on behalf of the Purchaser, may
issue Credit Notes, Year End Rebates or Commercial Discounts in accordance with
its management procedures and accordingly modify the amount and Maturity Date of
the Sold Receivables for which such Credit Notes, Year End Rebates or Commercial
Discounts have been issued, provided that the Seller performs its obligations
set forth under Article 28 (Deemed collections).
<PAGE>

                                     - 58 -

24.3. Other renegotiations

Subject to the provisions of Articles 24.1 and 24.2, the Purchaser authorises
each Seller, acting in the name and on behalf of the Purchaser, to agree to new
terms in relation to any Sold Receivable:

(a)   if the Purchaser expressly consents in writing;

(b)   without prior notification to or consent of the Purchaser, provided that
      such renegotiation:

      (i)   complies with its obligations under Article 26 (Obligations of
            care); and

      (ii)  does not adversely affect the rights of the Purchaser under such
            Sold Receivables, including any security interests, privileges and
            ancillary rights attached thereto; or

(c)   without prior notification to or consent of the Purchaser, if such Sold
      Receivable is a Defaulted Receivable.

ARTICLE 25. REPRESENTATION MANDATE

The Purchaser hereby appoints each Seller as its agent to undertake and to
conduct, in the name and on behalf of the Purchaser, all proceedings in court or
out of court as are necessary for the collection of the Sold Receivables,
including those deeds and formalities required for such proceedings, subject to
compliance with its obligations set out in Article 26 (Obligations of care). In
particular, each Seller shall freely issue and conduct, in the name and on
behalf of the Purchaser, all writs, pleadings, arguments, enforcement
proceedings, interventions by agreement or order, defences, defences to third
party proceedings, and appeals, as may be necessary in its opinion to recover
the sums due under the Sold Receivables.

The Purchaser agrees that it shall intervene in any claims or proceedings
initiated upon such Seller's request to assist such Seller in any claims or
proceedings initiated by the latter, in the event that such Seller deems it
necessary or whenever required by the applicable statutory or regulatory
provisions.

Each Seller agrees that it shall intervene in any claim or proceedings initiated
upon the Purchaser's request to assist the Purchaser in any claims or
proceedings initiated by the Purchaser, in the event that the Purchaser deems it
necessary or whenever required by the applicable statutory or regulatory
provisions, provided that the Purchaser shall not initiate any such claim or
proceeding unless (i) the collection mandate of the Sellers has been terminated
pursuant to the provisions of Article 21.3 or (ii) after the Program Expiry
Date, any amount remains due to the Purchaser under any of the Transaction
Documents.

Furthermore, the Purchaser authorises each Seller to issue, as appropriate, a
subrogation receipt to any third party in return for any full and irrevocable
payment made by that third party in substitution for any Debtor.

<PAGE>

                                     - 59 -

Any expenses incurred by each Seller in carrying out its mandate shall be borne
exclusively by such Seller.

ARTICLE 26. OBLIGATIONS OF CARE

Each Seller undertakes to act in the collection of the sums due under the Sold
Receivables in accordance with the standards of a prudent and informed
businessman, and to be no less diligent than it would be in collecting sums due
under its own receivables, and in particular:

(i)   to apply to the collection of the sums due under the Sold Receivables,
      procedures that comply in all material respects with all applicable laws
      and regulations and the contracts underlying the Sold Receivables;

(ii)  to take such measures as may reasonably be required to ensure that all
      security interests, rights, claims, privileges and other benefits (droits
      accessoires) attached to the Sold Receivables, remain in force and are
      exercised in a timely fashion;

(iii) to take such steps as are reasonably necessary to oppose any claim
      challenging the existence, validity, amount or maturity of the Sold
      Receivables or the security interests, rights, claims, privileges and
      other benefits attached thereto, if any;

(iv)  to take such steps, including without limitation any legal actions such as
      proceedings in court, as may be reasonably necessary and appropriate for
      the collection of the sums due under the Sold Receivables; and

(v)   to take such steps to cause any attachment, seizure (saisie) or any other
      enforcement measure levied or applied against any accounts where the sums
      due pursuant to the collection of Sold Receivables are received, to be
      released or withdrawn within thirty (30) calendar days.

ARTICLE 27. COMMISSION FOR AND COSTS OF COLLECTION

27.1. The Parties agree that the Sellers to whom such tasks are delegated shall
not receive a commission or remuneration for providing the collection service.

27.2. Each Seller shall bear its own costs incurred in the course of providing
the collection service, without any claim against the Purchaser, for
reimbursement. The termination of the mandate granted to the Sellers in Article
21 (Collection of Sold Receivables) shall not give to the Sellers any right to
compensation.

<PAGE>

                                     - 60 -

27.3. In the event that a (or several) Back-Up Servicer(s) or Italian Back-Up
Servicer(s) is(are) appointed to act as agent for the collection of all or part
of the Sold Receivables pursuant to the terms of Article 21.3, such Back-Up
Servicer(s) or Italian Back-Up Servicer(s) shall be entitled to receive from the
Centralising Unit, acting on behalf of the Sellers, a fee, in accordance with
the provisions of the General Servicing Agreement and the Italian Servicing
Agreement. The parties acknowledge that the payment of such Stand-By Fee shall
be expressly excluded from the Current Account mechanism.

In the event that the Centralising Unit fails to pay the amounts referred to
under Articles 27.2 and 27.3 on any Funded Settlement Date, the Purchaser shall
proceed forthwith to the payment of such amounts, on the Centralising Unit's
behalf. As such, the Purchaser shall be, upon delivery of a subrogation notice
(quittance subrogative) by the Back-Up Servicer(s) or the Italian Back-Up
Servicer(s), subrogated in the rights of the Back-Up Servicer(s) or of Italian
Back-Up Servicer(s) against the Centralising Unit to the extent of the sums paid
to the Back-Up Servicer(s) or to the Italian Back-Up Servicer(s).

27.4. Stand-by servicing

27.4.1. As consideration for the preparation and putting in place of the back-up
servicer procedure, each of the Stand-By Servicer and the Italian Stand-By
Servicer shall be entitled to receive an up-front fee in accordance with the
provisions of the General Servicing Agreement and the Italian Servicing
Agreement, which shall be paid on the date hereof by the Centralising Unit. The
parties acknowledge that the payment of such up-front fee shall be expressly
excluded from the Current Account mechanism.

27.4.2. On each Funded Settlement Date, the Centralising Unit shall pay to each
of the Back-Up Servicers and the Italian Back-Up Servicer a Stand-By Fee whose
aim shall be to compensate the Back-Up Servicer/Italian Back-Up Servicer's
undertaking to'act as back-up servicer upon request during the term of the
Agreement, in accordance with the provisions of the General Servicing Agreement
and the Italian Servicing Agreement. The parties acknowledge that the payment of
such Stand-By Fee shall be expressly excluded from the Current Account
mechanism.

27.4.3. In the event that the Purchaser exercices any of its rights to collect
sums directly from any Collection Account(s), in accordance with the relevant
provisions of the Collection Account Agreement(s), the Centralising Unit shall
pay to the Stand-by Servicer fees in accordance with the provisions of the
General Servicing Agreement. The parties acknowledge that the payment of such
fees shall be expressly excluded from the Current Account mechanism.

27.4.4 In the event that the Centralising Unit fails to pay any fees described
in the present Article 27.4 on a Funded Settlement Date, the Purchaser shall
proceed forthwith with the payment of such fees, on the Centralising Unit's
behalf to the extent of the Adjusted Collections received. As such, the
Purchaser shall be, upon delivery of a subrogation notice by the (Italian)
Back-Up Servicer(s)/(Italian) Stand-By Servicer, subrogated in the rights of the
(Italian) Back-Up Servicer(s)/(Italian) Stand-By Servicer against the
Centralising Unit to the extent of the sums paid to the (Italian) Back-Up
Servicer(s)/(Italian) Stand-By Servicer in respect of these fees.

<PAGE>

                                     - 61 -

27.5. Data Protection Trustee

27.5.1. The Centralising Unit, acting on behalf the German Seller, shall pay to
each of the Data Protection Trustee the compensation described in the Data
Protection Trustee Agreement. The parties acknowledge that the payment of such
compensation shall be expressly excluded from the Current Account mechanism.

27.5.2 In the event that the Centralising Unit fails to pay the compensation
described in the present Article 27.5, the Purchaser shall proceed with the
payment of such compensation, on the Centralising Unit's behalf to the extent of
the Adjusted Collections received. As such, the Purchaser shall be, upon
delivery of a subrogation notice by the Data Protection Trustee, subrogated in
the rights of the Data Protection Trustee against the Centralising Unit to the
extent of the sums paid to the Data Protection Trustee in respect of this
compensation.

                         CHAPTER XI - DEEMED COLLECTIONS

ARTICLE 28. DEEMED COLLECTIONS

28.1. Upon the occurrence of any one of the following events:

(i)   the issue of any Credit Notes or Commercial Discounts as referred to in
      Article 24.2, in relation to any Sold Receivables;

(ii)  any contract, which gives rise to a Sold Receivable, has been terminated
      and the relevant goods have been billed but remain to be delivered by any
      Seller, in whole or in part, on the termination date of such contract;

(iii) any set-off agreed by any Seller or by operation of law or by a court
      decision between debts owed to any Debtor and the Sold Receivables against
      such Debtor;

(iv)  any Sold Receivable has been cancelled, in whole or in part;

(v)   any Amended Invoice arises;

(vi)  the issue of any Credit Note over Snow Tires, in relation to any Sold
      Receivables; or

(vii) the issue of any Year End Rebates, in relation to any Sold Receivables,
      unless such Year End Rebates have been cancelled or paid in cash by the
      relevant Seller;

the relevant Seller shall be deemed to have received the amount it would have
collected if such event had not occurred (the "DEEMED COLLECTION"), provided
that no Deemed Collection shall be due as a result of a Debtor's failure,
independent from and beyond one Seller's control and from any of (i) through
(vii) above, to make payments in respect of Sold Receivables.

<PAGE>

                                     - 62 -

Moreover, given the internal billing procedures of each Seller, it may be the
case that certain Sold Receivables are declared by a Seller as being
extinguished partially or completely, in an Assessment Report and/or in any
electronic file attached thereto, even though such Sold Receivables have not
been fully paid by their respective Debtors (the "DEEMED EXTINGUISHED
RECEIVABLES"). Therefore, in order to offset the absence of any payment of cash
collections arising in relation to such Deemed Extinguished Receivables, such
Deemed Extinguished Receivables shall be considered as a Deemed Collection and
shall be paid pursuant to Articles 28.2 and 28.3.

28.2. The relevant Sellers, the Centralising Unit and the Agent shall cooperate
to determine the amount of Deemed Collections, provided that:

(i)   during the Replenishment Period, the amount of Deemed Collections shall be
      debited from the Current Account through the adjustment of Adjusted
      Collections (as provided in the definition of such term);

(ii)  during the Amortisation Period, the amount of Deemed Collections shall be
      transferred by the Centralising Unit to the Purchaser's Account on each
      Funded Settlement Date and on each Intermediary Settlement Date.

28.3. In the event that any Seller or, as the case may be, the Centralising
Unit, acting in the name and on behalf of the Sellers, fails to pay any Deemed
Collections as required pursuant to Article 28.2 (ii), the Purchaser may
automatically set-off (a) the amount of such Deemed Collections against (b) any
amount due or thereafter to become due to such Seller or, as the case may be, to
the Centralising Unit, under the Transaction Documents. As soon as practicable,
the Purchaser shall notify the Centralising Unit after exercise of its right of
set-off.

In the event that, notwithstanding such set-off, Deemed Collections still remain
unpaid, the Purchaser shall have recourse against the relevant Seller's assets
or, as the case may be, against the Centralising Unit's assets, but only to the
extent of the amounts remaining unpaid.

Any unpaid Deemed Collection shall remain outstanding until it has been paid in
full in accordance with the present Article 28.3.

<PAGE>

                                     - 63 -

                           CHAPTER XII - MISCELLANEOUS

ARTICLE 29. FEES AND EXPENSES

The Centralising Unit acting in the name and on behalf of the Sellers shall
reimburse the Purchaser, acting for its own account and/or as proxy for (i) any
reasonable and duly documented expenses (including legal fees, costs and
expenses) arising out of any modification, waiver or amendment of the
Transaction Documents to which the Centralising Unit and/or the Sellers are a
party and requested by the Centralising Unit, acting in the name and on behalf
of the Sellers, or the Rating Agencies, (ii) any reasonable and duly documented
expenses, claims, damages and liabilities (including legal fees, costs and
expenses) incurred in connection with the preservation and/or enforcement of the
rights of the Purchaser, the Issuers and the Liquidity Banks under the
Securitisation Transaction or (iii) any reasonable and duly documented expenses
(including legal fees, costs and expenses) incurred in connection with the
renewal of any Liquidity Agreement and, as the case may be, in connection with
the implementation of an alternative funding described in any Liquidity Bank
Letter, subject to prior communication by the Purchaser to the Centralising Unit
of an estimate of fees in the event that the Centralising Unit requests this
estimate.

ARTICLE 30. 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 to the other Party and, in any
      case, the Purchaser has notified the Rating Agencies;

(ii)  such Party remains liable to the other Party for the proper performance of
      those tasks and the relevant third party (parties) has (have) expressly
      renounced any right to any contractual claim against the other Party;

(iii) the relevant third party (parties) undertake(s) to comply with all
      obligations binding upon such Party under this Agreement;

(iv)  the Rating Agencies have confirmed that the contemplated change will not
      entail a downgrading or withdrawal of the current rating of the Notes
      issued by the Issuers or that the contemplated change will reduce such
      downgrading or prevent such withdrawal; and

(v)   each other Party has given prior written consent to this appointment
      and/or substitution, such consent not to be unreasonably withheld.

<PAGE>

                                     - 64 -

ARTICLE 31. CONFIDENTIALITY

Each Party agrees to treat all information of any kind transmitted by any other
Party in connection with the Securitisation Transaction as confidential. The
Parties agree not to disclose such information to any other person and to ensure
that their respective personnel similarly respect the confidential nature of
such information.

This provision shall not prevent:

(i)   either Party from transmitting such information as may be required by its
      statutory auditors, public organisations or any governmental, regulatory,
      fiscal, or monetary institution or other authority, in so far as it is
      obliged to do so by the applicable laws and regulations in force;

(ii)  the Purchaser from transmitting such information to any person who will
      provide or will undertake to provide directly or indirectly funds to the
      Purchaser or any agent appointed by the Purchaser pursuant to Article 20
      (Identification of the contractual documentation for the Sold Receivables
      - Access to Documents), provided that the Purchaser undertakes that such
      person shall be bound to treat such information as confidential under the
      same terms and subject to the same conditions as provided for in the
      Transaction Documents;

(iii) the Purchaser from using any original or duplicate copy of the
      contractual documentation or any computer information referred to in
      Article 20 (Identification of the contractual documentation for the Sold
      Receivables-Access to documents) of this Agreement in order to take all
      such measures deemed necessary by the Purchaser to preserve, and/or
      enforce its rights under the Transaction Documents, including without
      limitation any legal actions;

(iv)  either Party from providing the Rating Agencies with any information they
      may require;

(v)   either Party from transmitting such information as may be in the public
      domain other than as a result of a breach of this Article or a breach of
      any other confidentiality obligation;

(vi)  subject to GOODYEAR's prior written consent, CALYON, the Issuers and the
      Liquidity Banks from using exclusively the following information: the
      amount involved in the Securitisation Transaction, the countries
      concerned, the number of Sellers, the structure of the transaction, the
      identity of the legal counsel involved in the Securitisation Transaction,
      the closing date of the Securitisation Transaction, the maturity of the
      Securitisation Transaction and the identity of the parties to the
      Securitisation Transaction; and

(vii) the Purchaser and CALYON from transmitting such information to any other
      person involved in the Securitisation Transaction, provided that the
      Purchaser and the CALYON undertake that such person shall be bound to
      treat such information as confidential under the same terms and subject to
      the same conditions as provided for in the Transaction Documents.

<PAGE>

                                     - 65 -

This obligation to preserve confidentiality shall remain valid for ten (10)
years from the Program Expiry Date.

ARTICLE 32. NOTICES

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

32.2. All notices, requests or communications to be made and all documents to be
delivered from one Party to the other Party under the Transaction Documents
shall be made and delivered to the addressees referred to in Schedule 7 hereto
(and in the case of the Sellers, to the Centralising Unit, acting in the name
and on behalf of the Sellers).

32.3. All notices, requests or communications made and all documents delivered
under the Transaction Documents shall only take effect upon the date of their
receipt by its addressee.

32.4. 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 Transaction Documents by sending to that effect a letter or fax to the
other Party indicating the name of the new addressee.

32.5. The Parties agree that the. Centralising Unit shall be responsible for
receiving written notice on behalf of the Sellers, and that any notice given to
the Centralising Unit shall be deemed validly received by all of the Sellers
upon receipt by the Centralising Unit.

32.6. The Parties agree that the Purchaser shall be responsible for receiving
written notice on behalf of the Agent, the Joint Lead Arrangers and the
Calculation Agent, and that any notice given to the Purchaser shall be deemed
validly received by the Agent, the Joint Lead Arrangers and the Calculation
Agent upon receipt by the Purchaser.

ARTICLE 33. EXERCISE OF RIGHTS - RECOURSE - NO PETITION

33.1. All rights conferred on the Purchaser by this Agreement or by any other
document delivered pursuant to or incidental to this Agreement, including rights
conferred by law, shall be cumulative and may be exercised at any time.

33.2. The fact that a Party does not exercise a right or delays doing so shall
in no way be treated as a waiver of that right. The exercise of one right or a
partial exercise shall not prevent any Party from exercising such a right in the
future, or from exercising any other right.

<PAGE>

                                     - 66 -

33.3. Limited Recourse

The parties waive any right that they may have to initiate any proceeding
whatsoever in relation to the contractual liability (responsabilite
contractuelle) of the Purchaser, except in the case of its own gross negligence
(faute lourde) or willful misconduct (dol) and agree to limit their claims and
recourse against the Purchaser (including in the event of a breach by the
Purchaser of any of its representations and warranties, or any of its
obligations hereunder) to the amount of the Available Funds on the relevant
date.

33.4. Any recourse of the Purchaser against the Sellers, the Centralising Unit
or any of their respective Affiliates, directors, officers and employees in
relation to the non payment by any Debtors of any sums due under the Sold
Receivables, shall be limited to the amount of the Subordinated Deposit and, to
the extent provided in Article 16, the Complementary Deposit.

33.5 Non Petition

The Parties irrevocably and unconditionally undertake and agree not to institute
any legal proceedings, take other steps or institute other proceedings against
ESTER FINANCE, the purpose of which is the appointment of a conciliator or an ad
hoc agent, or the opening of receivership proceedings or insolvency proceedings
or any other similar proceedings.

ARTICLE 34. TRANSFERABILITY OF THIS AGREEMENT

This Agreement is entered into on the intuitu personae of the parties to this
Agreement. It is agreed that none of the parties may transfer this Agreement, or
the rights and obligations under this Agreement, to any third party whatsoever
without the prior written consent of all the other parties. .
<PAGE>

                                     - 67 -

ARTICLE 35. AMENDMENT TO THE TRANSACTION DOCUMENTS

35.1 No amendment to the Transaction Documents 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 CALYON 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 the Notes issued by the Issuers, or that the contemplated
amendment will reduce such downgrading or prevent such withdrawal, 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).

35.2 Without prejudice to the foregoing, the Transaction Documents may be
amended with the prior consent of the Joint Lead Arrangers, the Agent, the
Purchaser and the Centralising Unit, acting for itself and in the name and on
behalf of each of the Sellers and Goodyear Dunlop Tires Germany GmbH and without
the explicit prior written consent of the Sellers in each of the following
cases:

(i)   the accession of any New Seller, provided that the conditions of Article
      40 are met ;

(ii)  amendments to the definition of Eligible Receivable, Eligible Debtor,
      Purchasable Receivable and other definitions relating to the inclusion of
      cross border receivables, and amendments to related representations and
      warranties, provided that any such amendment shall require the explicit
      written consent of the Seller or Sellers that shall sell such cross border
      receivables;

(iii) addition of new Liquidity Banks and Issuers to the Securitisation
      Documents;

(iv)  any changes to the calculation formulae of the Discount Rate and the
      Deferred Purchase Price under the Receivables Purchase Agreements and
      changes to the provisions of Article 10 above; and

(v)   any changes in Schedules 3, 11, 12, 14 and 15.

Each Seller and Goodyear Dunlop Tires Germany GmbH hereby appoints the
Centralising Unit as its agent, to act in its name and on its behalf, to
negotiate and execute any amendment to any of the Transaction Documents referred
to above and for this purpose exempts the Centralising Unit from the
restrictions of section 181 of the German Civil Code .

35.3 Moreover, the Purchaser shall not accept any amendment to any Collection
Account Agreement to which it is a party without the prior written consent of
the Issuers and the Liquidity Banks (such consent not to be unreasonably
withheld or delayed).

The Purchaser hereby covenants to the Centralising Unit and the Sellers that
none of the Securitisation Documents, to which the Centralising Unit, the
Sellers, GOODYEAR DUNLOP TIRES EUROPE BV or GOODYEAR are not party, shall be
amended or otherwise modified in a way adverse to the interests of the
Centralising Unit, any Seller, GOODYEAR DUNLOP TIRES EUROPE BV or GOODYEAR
without their prior written consent (such consent or denial thereof not to be
unreasonably delayed).

<PAGE>
                                     - 68 -

ARTICLE 36. INDEMNITIES

Without limiting any other rights which the Indemnified Parties may have under
the Transaction Documents or any related documents or under applicable law, each
of the Centralising Unit and each Seller hereby agrees to indemnify the
Purchaser, the Agent, the Joint Lead Arrangers, the Calculation Agent, the
Depositor, the Issuers, the Liquidity Banks, each of their respective affiliates
and each officer, director, employee and agent of any of the foregoing (each an
"INDEMNIFIED PARTY") from and against any and all damages, losses, claims,
liabilities, costs and expenses (including reasonable attorneys' fees and
disbursements) (and, in each case, any value added tax thereon) in any way
arising out of the Transaction Documents or any documents related to the
Securitisation Transaction (excluding, however, any of the foregoing (a) to the
extent resulting from the gross negligence (faute lourde) or willful misconduct
(dol) on the part of such Indemnified Party or the breach by an Indemnified
Party of material obligations under any Transaction Document or any related
document, as finally determined by a court of competent jurisdiction), or (b)
constituting recourse for Sold Receivables which are not paid or are
uncollectible on account of the insolvency, bankruptcy or inability to pay of
the applicable obligor) (collectively, "INDEMNIFIED AMOUNTS"), including,
without limitation, any and all damages, losses, claims, liabilities, costs and
expenses incurred by or asserted against any Indemnified Party as a result of:

(a)   any claims, actions, suits or proceedings commenced by any Debtor or any
      of its affiliates or any third party in connection with any of the Sold
      Receivables, the transactions out of which they arose or the goods or
      services the sale or provision of which gave rise to any Sold Receivables;

(b)   reliance on any representation or warranty or statement made or deemed
      made by or on behalf of any Seller, the Centralising Unit or GOODYEAR
      DUNLOP TIRES EUROPE BV under or in connection with any Transaction
      Document or any related agreement or any certificate or report delivered
      pursuant hereto or thereto that, in either case, shall have been false or
      incorrect when made or deemed made;

(c)   any failure of any Seller, the Centralising Unit or GOODYEAR DUNLOP TIRES
      EUROPE BV to perform its duties or obligations under this Agreement or the
      other Transaction Documents;

(d)   any governmental investigation, litigation or proceeding related to this
      Agreement or in respect of any Sold Receivable;

(e)   the failure by any Seller or any of its affiliates to comply with any
      applicable law with respect to any Sold Receivable (or any contract by
      which it arose or by which it is evidenced or governed), or the
      nonconformity of any Sold Receivable (or such contract) with any such
      applicable law, or any action taken by any of the Sellers or their
      affiliates or agents in the enforcement or collection of any Sold
      Receivable;

(f)   any failure of the Purchaser to have and maintain ownership of the Sold
      Receivables, free and clear of any Liens other than those contemplated in
      the Transaction Documents, or any attempt by any person to avoid, rescind
      or set aside any sale of

<PAGE>
                                     - 69 -

      Purchasable Receivables by any Seller to the Purchaser as contemplated by
      the Transaction Documents;

(g)   any dispute, claim, offset or defense (other than discharge in bankruptcy
      or similar defense arising from the Debtor's insolvency or inability to
      pay) of any Debtor to the payment of any Sold Receivable;

(h)   the failure of any Seller to pay when due any value added taxes or other
      taxes payable in connection with any of the Receivables or the
      transactions out of which they arose;

(i)   any commingling of collections on Sold Receivables with any other monies
      of the Seller, the Centralising Unit or any of their Affiliates;

(j)   the use by the Sellers or their Affiliates of any monies received by them
      in payment of the Initial Purchase Price or Deferred Purchase Price of
      Sold Receivables;

(k)   any products liability or environmental claim, or personal injury or
      property damage claim, or other similar or related claim or action of any
      sort whatsoever arising out of or in connection with goods, merchandise or
      services which relates to any Sold Receivables;

(l)   a Payment and/or a Transfer Deed ceases to achieve a perfect transfer of
      Purchasable Receivables as set out in the Receivables Purchase Agreement;

(m)   any Conformity Warranty for Sold Receivables made by a Seller under
      Article 19 (Conformity Warranties for Purchasable Receivables) (without
      regard to any knowedge therein) is found to have been inaccurate at the
      date it was made.

The Sellers and the Centralising Unit shall pay on demand to the Purchaser or,
at the Purchaser's direction, to the relevant Indemnified Parties all amounts
necessary to indemnify the Indemnified Parties from and against any and all
Indemnified Amounts.

ARTICLE 37. INDIVISIBILITY

Each party acknowledges that this 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 Master Subordinated
Deposit Agreement, or the Master Complementary Deposit Agreement becomes void or
ceases to be effective and enforceable for any reason whatsoever, this 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 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.

<PAGE>
                                     - 70 -

ARTICLE 38. EXECUTION AND EVIDENCE

38.1. The parties hereby agree that, due to the Assemblact R.C. procedure, which
prevents any substitution or addition of any page, each party shall only (i)
initial the first and last page of this Agreement and (ii) sign on the execution
page.

38.2. The parties hereby agree not to register this Agreement with the French
tax administration, although if one party elects to do so, it shall carry out
such a registration at its own expense.

38.3. In accordance with Article 1325 of the French Civil Code, the Sellers,
having the same interest in this Agreement, hereby agree that one executed copy
of this Agreement, to be kept by the Centralising Unit, shall form title and
represent the obligation of each Seller as if a separate original copy had been
executed by him.

ARTICLE 39. WITHDRAWAL OF SELLERS

39.1. The Centralising Unit acting in the name and on behalf of the Sellers, may
notify the Purchaser and the Joint Lead Arrangers in writing, in the form set
out in Schedule 8, of any request for the withdrawal of one or more Sellers from
the Securitisation Transaction and the Transaction Documents to which it is a
party. Such request for withdrawal shall be examined as soon as possible and
shall be subject to the following conditions:

(i)   confirmation by the Rating Agencies that such withdrawal shall not entail
      a deterioration or withdrawal of the current rating of the Notes issued by
      the Issuers;

(ii)  the obtaining of the prior written consent of each Liquidity Bank;

(iii) the conclusion of any amendment to the Transaction Documents, necessary in
      the Purchaser's opinion; and

(iv)  the signature by the Seller or Sellers of any document or agreement
      enabling the relevant Seller to withdraw as a party to this Agreement and
      the relevant Receivables Purchase Agreement. The parties agree that such
      Seller or Sellers shall not be bound by any new obligations in respect of
      this Agreement and the relevant Receivables Purchase Agreement(s), without
      prejudice to the obligations arising before such Seller(s) withdrawal from
      this Agreement and the relevant Receivables Purchase Agreement(s).

39.2. The withdrawal of any Seller or Sellers shall (i) be requested by the
Centralising Unit at least two (2) calendar months before the date contemplated
for the withdrawal of such Seller(s) and (ii) take effect on the first Funded
Settlement Date following the fulfilment of the foregoing conditions precedent.
The parties agree that each Joint Lead Arranger shall use its best efforts (dans
le cadre d'une obligation de moyens) to respond as soon as possible.

<PAGE>
                                     - 71 -

39.3. Any reasonable and duly documented cost (including legal fees) and
commissions incurred by the Purchaser and/or the Joint Lead Arrangers in
connection with the withdrawal of one or more Sellers shall be borne by the
Centralising Unit acting in the name and on behalf of the Sellers. The parties
agree that prior to notification by the Centralising Unit to the Purchaser of
the request for the withdrawal of such Sellers, the Centralising Unit shall be
entitled to request the Purchaser to indicate the costs to be borne in
connection with such withdrawal. The Purchaser shall respond within ten (10)
calendar days following such request, after which the Centralising Unit shall
have five (5) calendar days to notify the Purchaser of its acceptance or refusal
of such costs.

ARTICLE 40. ACCESSION OF NEW SELLERS

40.1 By way of exception to Article 35, the parties hereby agree that in the
event of the accession of a New Seller to this Agreement, the Purchaser, acting
for itself and in the name and on behalf of each of the Joint Lead Arrangers and
the Agent, who hereby authorize the Purchaser to enter into the relevant
accession agreement and for this purpose exempt the Purchaser from the
restrictions of section 181 of the German Civil Code (BugerlichesGesetzbuch -
BGB) and similar restrictions under the laws of other jurisdictions and the
Centralising Unit, acting for itself and in the name and on behalf of each of
the Sellers and Goodyear Dunlop Tires Germany GmbH, who hereby authorize the
Centralising Unit to negotiate and enter into the relevant accession agreement
and for this purpose exempt the Centralising Unit from the restrictions of
section 181 of the German Civil Code (BugerlichesGesetzbuch - BGB) and similar
restrictions under the laws of other jurisdictions, may agree to such accession
by letter and in writing, subject to prior written notification by the
Centralising Unit, duly authorized for the purposes hereof, to the Purchaser of
this accession in the form set out in Schedule 8.

40.2 The accession of the New Seller shall take effect on the Settlement Date
immediately following provided that the following conditions are met:

(i)   the New Seller is an entity in which GOODYEAR DUNLOP TIRES EUROPE BV holds
      directly or indirectly more than 50% of the share capital and voting
      rights and as such exercises effective control within the meaning of
      Article L.511-7.3 of the Monetary and Financial Code;

(ii)  the receipt by the Purchaser from (a) the Centralising Unit of evidence of
      the necessary corporate authorisations to cause the accession of the New
      Seller to this Agreement and (b) the New Seller of all the documents
      referred to in Article 5 in order to enable the accession of the New
      Seller to this Agreement and the relevant Receivables Purchase Agreement;

(iii) the receipt by the Purchaser of evidence that the existing Sellers are
      bound by the accession of the New Seller as a Seller under this Agreement
      and by the resulting amendmenst to the Securitisation Documents negotiated
      and executed on their behalf by the Centralising Unit in accordance with
      Article 35.2;

(iv)  the receipt by the Purchaser, in a form satisfactory to the Purchaser, of
      all amendments required or necessary under the Transaction Documents in
      connection with the

<PAGE>
                                     - 72 -

      accession of the New Seller to this Agreement and the relevant Receivables
      Purchase Agreement, including the signature by the New Seller of any
      letter, document or amendment necessary, in the opinion of the Purchaser,
      to enable the New Seller to accede to the General Master Purchase
      Agreement and the Receivables Purchase Agreement in connection with the
      accession of the New Seller thereto;

(v)   the prior written consent of the Liquidity Banks and, if necessary, the
      Rating Agencies.

40.3 Any reasonable and documented costs (including legal fees) and fees in
connection with the accession of a New Seller as Seller incurred by the Issuer,
the Purchaser or the Arranger shall be borne by such New Seller or the
Centralising Unit acting in the name and on behalf of the New Seller.

                   CHAPTER XIII - GOVERNING LAW - JURISDICTION

ARTICLE 41. GOVERNING LAW - JURISDICTION

41.1. This Agreement shall be governed by French law.

41.2. Any dispute as to the validity, interpretation, performance or any other
matter arising out of this 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.

Made in Paris,
on 10 December 2004, in seven (7) originals.

GOODYEAR DUNLOP TIRES FRANCE S.A.

represented by__________________________
duly authorised for the purpose of executing this Agreement

FULDA REIFEN GMBH & CO. KG

represented by__________________________
duly authorised for the purpose of executing this Agreement

M-PLUS MULTIMARKENMANAGEMENT GMBH & CO. KG

<PAGE>
                                     - 73 -

represented by__________________________
duly authorised for the purpose of executing this Agreement

GOODYEAR GMBH & CO. KG

represented by__________________________
duly authorised for the purpose of executing this Agreement

DUNLOP GMBH & CO. KG

represented by__________________________
duly authorised for the purpose of executing this Agreement

GOODYEAR DUNLOP TIRES ITALIA SPA

represented by__________________________
duly authorised for the purpose of executing this Agreement

GOODYEAR DUNLOP TIRES ESPANA S.A.

represented by__________________________
duly authorised for the purpose of executing this Agreement

GOODYEAR DUNLOP TIRES FINANCE EUROPE B.V.

represented by__________________________
duly authorised for the purpose of executing this Agreement

<PAGE>
                                     - 74 -

GOODYEAR DUNLOP TIRES GERMANY GMBH

represented by___________________________
duly authorised for the purpose of executing this Agreement

GOODYEAR DUNLOP TIRES OE GMBH

represented by___________________________
duly authorised for the purpose of executing this Agreement

EUROFACTOR

represented by___________________________
duly authorised for the purpose of executing this Agreement

ESTER FINANCE TITRISATION

represented by__________________________________
duly authorised for the purpose of executing this Agreement

CALYON

represented by_________________________________and by__________________
duly authorised for the purpose of executing this Agreement

NBP

represented by_________________________________and by__________________
duly authorised for the purpose of executing this Agreement

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                     SCHEDULE 1. MASTER DEFINITIONS SCHEDULE

"ACCOUNTING PRINCIPLES" means generally accepted accounting principles (GAAP) in
the United States or any other accounting principles which may be adopted by the
Centralising Unit or any of the Sellers and which apply in their relevant
jurisdiction.

"ACTUAL COLLECTIONS" means all cash collections actually received by any Seller
in respect of such Sold Receivables.

"ADJUSTED COLLECTIONS" means, in relation to all the Sellers and with respect to
the Sold Receivables:

(a)   on the Initial Settlement Date, an amount equal to any Excess Foreseen
      Collections for such date;

(b)   on any Settlement Date, as long as the Sellers act as collection agents in
      respect of any Sold Receivables and in relation to the Seller(s) acting as
      collection agents and for which an Assessment Report and a List of
      Purchasable Receivables have been provided pursuant Article 12.2.1 (viii):

     (i)    -     any File Collections between the Assessment Date relating to
                  the preceding Settlement Date and the Assessment Date relating
                  to such Settlement Date;

            -     less any amount received on each Purchaser's Collection
                  Account (net of any debit made on such Purchaser's Collection
                  Account, corresponding to errors, reverse entries, unpaid
                  amounts and returns in relation to payments already made on
                  the corresponding Collection Account) by the debiting of the
                  Collection Accounts between the Assessment Date relating to
                  the preceding Settlement Date and the Assessment Date relating
                  to such Settlement Date;

            -     less an amount equal to any Excess Foreseen Collections
                  calculated with respect to the previous Settlement Date;

            -     increased, if such Settlement Date is a Funded Settlement
                  Date, by an amount equal to any Excess Foreseen Collections
                  received in cash on the Purchaser's Account on the previous
                  Intermediary Settlement Date;

            -     increased by an amount equal to any Excess Foreseen
                  Collections for such Settlement Date;

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                                     - 77 -

            -     less, if such Settlement Date is a Funded Settlement Date, the
                  Cash Collections Advance calculated by the Calculation Agent
                  for such Settlement Date and paid by the Centralising Unit on
                  the Purchaser's Account; plus

      (ii)  all Deemed Collections determined to have occurred in accordance
            with Article 28.2 during the period between the last Assessment Date
            and the preceding Assessment Date;

(c)   on any Settlement Date other than the Initial Settlement Date, as long as
      the Sellers act as collection agents in respect of any Sold Receivables
      and in relation to the Seller(s) acting as collection agents, and for
      which an Assessment Report and a List of Purchasable Receivables have not
      been provided pursuant Article 12.2.1 (viii):

      (i)   -     any Actual Collections between the Assessment Date relating to
                  the preceding Settlement Date and the Assessment Date relating
                  to such Settlement Date;

            -     less any amount received on each Purchaser's Collection
                  Account (net of any debit made on such Purchaser's Collection
                  Account, corresponding to errors, reverse entries, unpaid
                  amounts and returns in relation to payments already made on
                  the corresponding Collection Account) by the debiting of the
                  Collection Accounts between the Assessment Date relating to
                  the preceding Settlement Date and the Assessment Date relating
                  to such Settlement Date;

            -     less an amount equal to any Excess Foreseen Collections
                  calculated with respect to the previous Settlement Date;

            -     increased, if such Settlement Date is a Funded Settlement
                  Date, by an amount equal to any Excess Foreseen Collections
                  received in cash on the Purchaser's Account on the previous
                  Intermediary Settlement Date;

            -     increased by an amount equal to any Excess Foreseen
                  Collections for such Settlement Date;

            -     less, if such Settlement Date is a Funded Settlement Date, the
                  Cash Collections Advance calculated by the Calculation Agent
                  for such Settlement Date and to the extent paid by the
                  Centralising Unit on the Purchaser's Account; plus

      (ii)  all Deemed Collections determined to have occurred in accordance
            with Article 28.2 during the period between the last Assessment Date
            and the preceding Assessment Date;

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                                     - 78 -

(d)   at any time, in the event of the termination of the collection mandate
      given to any Seller and in relation to the Sellers for which the
      collection mandate has been terminated and until the Program Expiry Date:

      (i)   all cash collections received by the Purchaser which have actually
            been paid by the Debtors or by any other person obliged to make
            payment in respect of such Sold Receivables; plus

      (ii)  all Deemed Collections determined to have occurred in accordance
            with Article 28.2; and

(e)   at any time after the Program Expiry Date, all cash collections received
      by the Purchaser which have actually been paid by the Debtors or by any
      other person obliged to make payment in respect of such Sold Receivables.

"AFFILIATE" means, in relation to any entity, any other entity, which either
directly or indirectly controls, is controlled by, or is under common control
with, such an entity:

(i)   for the purposes of those entities located within the French jurisdiction,
      the term "control", shall have the meaning set out in Article L.233.3 of
      the French Commercial Code (Code de commerce); and

(ii)  for the purposes of those entities which are not located in France, the
      term control, shall mean the relationship between a parent company and a
      subsidiary as defined in Article 1 of Directive 83/349/EEC.

"AGENT" means EUROFACTOR in its capacity as agent of the transaction.

"AGENT'S ACCOUNT" means the account number 30002/00869/9E/07, opened by the
Agent in the books of CALYON.

"AGREEMENT" means this general master purchase agreement, as amended and/or
supplemented from time to time.

"AMENDED INVOICE" means the sums corresponding to any Sold Receivable, which has
been the subject of an issued invoice, and which, in order to (i) take into
account the commercial practices of the Sellers or (ii) amend any material
errors appearing on such invoice, has been cancelled and replaced by a new
invoice.

"AMORTISATION PERIOD" means the period of time commencing on the Commitment
Expiry Date and ending on the Program Expiry Date during which no more
Purchasable Receivables shall be purchased by the Purchaser in accordance with
the terms and conditions of this Agreement.

"APPLICABLE LENDERS" means the lenders or other providers of funding under the
European Credit Facility.

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                                     - 79 -

"APPLICABLE WAIVER OR AMENDMENT" means a waiver concerning, or amendment of,
any of the events set forth in Article 13.3(xv)(a), (b), (c) or (d) (including
the related definitions) and the corresponding provision and definitions of the
European Credit Facility that is approved by any combination of the lenders
under the European Credit Facility and the Liquidity Banks representing more
than 50% of the aggregate amount of (i) all loans and unused commitments under
the European Credit Facility plus (ii) commitments pursuant to Liquidity
Agreements to provide the outstanding amount of the Purchaser's Funding, in each
case as of the date of such approval.

"ASSESSMENT DATE" means each of the dates identified as such in Schedule 11.

"ASSESSMENT REPORT" means the assessment report drawn up on each Information
Date as of the preceding Assessment Date in accordance with Article 22,
substantially in the form of Schedule 3 or as modified by mutual agreement
between the Centralising Unit, the Purchaser, and the Agent.

"AUDITORS CERTIFICATE" means the certificate issued by the Sellers' statutory
auditors (commissaires aux comptes) and the Centralising Unit's statutory
auditors for the benefit of the Purchaser, as set out in the form of Schedule 4.

"AVAILABLE FUNDS" means, on any date, and with regard to the Securitisation
Transaction, any sums received by or on behalf of the Purchaser and required to
be held by or on behalf of the Purchaser or paid to the Centralising Unit, the
Sellers or GOODYEAR DUNLOP TIRES EUROPE BV pursuant to the Securitisation
Transaction after the allocations of funds, and subject to the order of
priority, provided for under Article 16.

"BACK-UP SERVICER" means EUROFACTOR and/or any entity appointed by the Purchaser
to replace or assist the Sellers in the collection and servicing of the Sold
Receivables held by any French, German and/or Spanish Debtors.

"BACK-UP SERVICER REPORT" means the assessment report to be drawn up, as the
case may be, by the Back-Up Servicer on each Information Date.

"BILL OF EXCHANGE" means any negotiable instrument in the form of a bill of
exchange (lettre de change, effet de commerce, letra de cambio) or promissory
note (billet a ordre, pagare) or, in the case of any German Seller, any bills of
exchange (gezogene Wechsel) issued by such German Seller (with full liability)
and accepted by the relevant debtor and blank-endorsed by such German Seller at
a place in Germany or promissory notes (eigene Wechsel) issued and accepted by
the relevant debtor and blank-endorsed by such German Seller at a place in
Germany (with full liability), provided that (i) any such, bill of exchange has
been issued pursuant to the German Bills of Exchange Act (as in effect on the
relevant purchase date), and complies with all requirements as to form under the
German Bills of Exchange Act (formell ordnungsgemab Wechsel) and is free of any
corrections; (ii) the currency of the Bill of Exchange is Euro; (iii) the Bill
of Exchange is fully enforceable against the relevant debtor, freely
transferable, and free from any liens or other rights of third parties, or their
Italian equivalent issued by a Seller in connection with any Purchasable
Receivables.

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                                     - 80 -

"BUSINESS DAY" means any day other than a Saturday or a Sunday on which banks
are open for business in Paris, Brussels, Madrid, Frankfurt, Rome, London,
Jersey and New York and which is a TARGET Day.

"CALCULATION AGENT" means CALYON.

"CALCULATION DATE" means each of the dates identified as such in Schedule 11 and
on which, in particular, the Agent shall make the calculations specified in
Article 12.3.

"CALYON" means a French limited company (societe anonyme) authorised as a credit
institution (etablissement de credit) and having its registered office at at 9
quai du President Paul Doumer, 92920 Paris La Defense Cedex, France, registered
with the Companies Registry of Nanterre (Registre du Commerce et des Societes de
Nanterre) under the number 304 187 701.

"CASH COLLECTIONS ADVANCE" means an amount equal to the aggregate amount of the
Assignment Costs (as defined in point 2 of schedule 3 of the French Receivables
Purchase Agreement, point 2 of schedule 4 of the German Receivables Purchase
Agreement, point 2 of schedule 3 of the Italian Receivables Purchase Agreement,
and/or point 2 of schedule 5 of the Spanish Receivables Purchase Agreement).

"CENTRALISING UNIT" means GOODYEAR DUNLOP TIRES FINANCE EUROPE B.V. which shall
act on behalf of the Sellers in relation to the implementation of the
Securitisation Transaction.

"CENTRALISING UNIT'S ACCOUNT" means the account number 31489 00010 00218477562 /
47 opened by the Centralising Unit in the books of CALYON.

"CLOSING DATE" means 10 December, 2004.

"COLLECTION ACCOUNT" means any collection account opened in any of the
jurisdictions concerned by the Securitisation Transaction held by any Seller
and/or the Purchaser and which is governed by and/or subject to the relevant
Collection Account Agreement.

"COLLECTION ACCOUNT AGREEMENT" means any of the following agreements and the
related pledge for each jurisdiction in which a Seller party hereto is located,
and, in particular,

(a)   in relation to France

-     two co-ownership bank account agreements (each a "CO-OWNERSHIP BANK
      ACCOUNT AGREEMENT") (Conventions de Compte Indivis) concluded on 10
      December, 2004 between Goodyear Dunlop Tires France S.A., Ester Finance
      Titrisation, the relevant account bank and Eurofactor governed by French
      law;

-     the co-ownerhip agreement ("CO-OWNERSHIP AGREEMENT") (Convention
      d'Indivision) concluded on 10 December, 2004 between Goodyear Dunlop Tires
      France S.A., Ester Finance Titrisation, Calyon and Eurofactor governed by
      French law;

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                                     - 81 -

-     three pledges over the share of the credit balance of the co-owned account
      (each a "PLEDGE OVER THE SHARE OF THE CREDIT BALANCE OF THE CO-OWNED
      ACCOUNT") (Nantissement sur la Quote Part du Solde du Compte Indivis)
      concluded on 10 December, 2004 between Goodyear Dunlop Tires France S.A.
      and Ester Finance Titrisation governed by French law;

(b)   in relation to Germany

-     the collection account pledge agreement (the "GOODYEAR COLLECTION ACCOUNT
      PLEDGE AGREEMENT") concluded on 10 December, 2004 between Goodyear GmbH &
      Co KG, Ester Finance Titrisation, Eurofactor and Calyon and governed by
      German law;

-     the collection account pledge agreement (the "FULDA COLLECTION ACCOUNT
      PLEDGE AGREEMENT") concluded on 10 December, 2004 between Fulda Reifen
      GmbH & Co KG, Ester Finance Titrisation, Eurofactor and Calyon and
      governed by German law;

-     the collection account pledge agreement (the "DUNLOP COLLECTION ACCOUNT
      PLEDGE AGREEMENT") concluded on 10 December, 2004 between Dunlop GmbH & Co
      KG, Ester Finance Titrisation, Eurofactor and Calyon and governed by
      German law;

-     the collection account pledge agreement (the "M-PLUS COLLECTION ACCOUNT
      PLEDGE AGREEMENT") concluded on 10 December, 2004 between M-Plus
      Multimarkenmanagement GmbH & Co. KG, Ester Finance Titrisation, Eurofactor
      and Calyon and governed by German law;

-     the collection account pledge agreement (the "GOODYEAR OE COLLECTION
      ACCOUNT PLEDGE AGREEMENT") concluded on or about 1 July, 2005 between
      Goodyear Dunlop Tires OE GmbH, Ester Finance Titrisation, Eurofactor and
      Calyon and governed by German law;

-     in relation to each German Collection Account Pledge Agreement, a side
      letter agreement (the "GERMAN SIDE LETTER") concluded between each
      relevant account bank, Ester Finance Titrisation and the relevant German
      Seller;

(c)   in relation to Italy

-     the Mandate Agreement concluded on 10 December, 2004 between Goodyear
      Dunlop Tires Italia S.p.A, Ester Finance Titrisation and the Agent
      governed by Italian law;

-     each of the three (3) Pledge Agreements over the the Balance of the
      Collection Account concluded on 10 December, 2004 between Goodyear Dunlop
      Tires Italia S.p.A, Ester Finance Titrisation and each account bank,
      governed by Italian law;

-     in relation to each Pledge Agreement over the Balance of the Collection
      Account, a side letter agreement, (the "ITALIAN SIDE LETTER") concluded
      between each relevant account bank, Ester Finance Titrisation and the
      Italian Seller;

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                                     - 82 -

(d)   in relation to Spain

-     the Agreement for the Administration and the Operation of a Current
      Account with Restricted Availability (the "CURRENT ACCOUNT AGREEMENT")
      concluded on 10 December, 2004 between Goodyear Dunlop Tires Espana S.A.,
      Ester Finance Titrisation, the account bank, Eurofactor and Calyon
      governed by Spanish law;

-     the pledge over the share of the balance of the current account and of the
      current account (the "PLEDGE OVER THE SHARE OF THE BALANCE OF THE CURRENT
      ACCOUNT AND OF THE CURRENT ACCOUNT") concluded on 10 December, 2004
      between Goodyear Dunlop Tires Espana S.A., Ester Finance Titrisation, the
      account bank and Calyon governed by Spanish law.

"COLLECTION MANDATE" means the mandate granted by the Purchaser to the Sellers
pursuant to Article 21.1.

"COMFORT LETTER" means the comfort letters granted by GOODYEAR DUNLOP TIRES
EUROPE BV in the form set out in Schedule 10.

"COMMERCIAL DISCOUNT" means, in relation to any Sold Receivable, any decrease in
the face value of such receivable resulting from the granting of a discount for
prompt payment, for quantity or as fidelity premium.

"COMMITMENT" means the commitment of the Purchaser to purchase Purchasable
Receivables from the Sellers, in accordance with this Agreement and the
Receivables Purchase Agreements, subject to the conditions precedent and
conditions subsequent set forth hereunder and thereunder.

"COMMITMENT EXPIRY DATE" means the earliest of the following dates:

(i)   upon title occurrence of a Liquidity Commitment Non Renewal in relation to
      all Liquidity Agreements, the expiry of all Liquidity Agreements;

(ii)  the Business Day immediately preceding the fifth (5 degrees) anniversary
      date of the Initial Settlement Date; and

(iii) the date on which the Commitment is terminated in accordance with Articles
      7.1.2., 13,14 and 15.

"COMPLEMENTARY DEPOSIT" means any complementary deposit effected by the
Centralising Unit with the Purchaser in accordance with the terms of Article 9
and the Master Complementary Deposit Agreement.

"CONFORMITY WARRANTIES" means the warranties given by each Seller to the
Purchaser in accordance with Article 19 (Conformity Warranties).

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                                     - 83 -

"CREDIT NOTE" means, in relation to any Sold Receivable, any decrease in the
face value of such receivable or any cancellation of such receivable granted by
any Seller in accordance with its management procedures, other than a Credit
Note over Snow Tyres and a credit note resulting from Year End Rebates.

"CREDIT NOTE OVER SNOW TYRES" means, in relation to any Sold Receivable, any
decrease in the face value of such receivable or any cancellation of such
receivable granted by any Seller (i) in accordance with its management
procedures and (ii) to a customer subsequent to the taking back by the said
Seller of snow tyres.

"CURRENT ACCOUNT" means the current account relationship established between the
Centralising Unit, acting in the name and on behalf of the Sellers and the
Purchaser pursuant to the provisions of Article 6 (Current Account).

"CUSTODIAN" means CALYON, acting in its capacity as Custodian (depositaire) of
the assets of the Fund within the meaning of Article L.214-48.II of the French
Monetary and Financial Code (Code monetaire et financier).

"DATA PROTECTION TRUST AGREEMENT" means the agreement dated the Closing Date
entered into between the German Sellers, the Agent and the Data Protection
Trustee as amended on or about 23 May, 2005.

"DATA PROTECTION TRUSTEE" means EUROFACTOR AG, a stock corporation
(Aktiengesellschaft) incorporated under the laws of the Federal Republic of
Germany registered in the commercial registry of the Local Court (Amtsgericht)
in Munchen under registration number HRB 138351.

"DEBTOR" means in relation to any sold receivable the person obligated to make
payment of such a receivable.

"DEEMED COLLECTIONS" means any amount that any Seller is deemed to have received
in the circumstances set out in Article 28 (Deemed Collections), and notably any
Deemed Extinguished Receivables.

"DEEMED EXTINGUISHED RECEIVABLES" has the meaning set forth in Article 28
(Deemed Collections).

"DEFAULT PERCENTAGE" means on any Assessment Date preceding an Intermediary
Settlement Date, the ratio expressed as a percentage of:

(i)   the sum of the Outstanding Amount of Defaulted Receivables and Doubtful
      Receivables that were neither Defaulted Receivables nor Doubtful
      Receivables as of the Assessment Date relating to the preceding
      Intermediary Settlement Date; and

(ii)  the Outstanding Amount of the Sold Receivables purchased by the Purchaser
      between the 6th Intermediary Settlement Date (excluded) before such
      Intermediary Settlement Date and the 5th Intermediary Settlement Date
      (included) before such Intermediary Settlement Date.

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                                     - 84 -

"DEFAULTED RECEIVABLE" means, on any Calculation Date, any Sold Receivable
which, as of the preceding Assessment Date, is not a Doubtful Receivable
transferred back to the Sellers and has any of the following characteristics on
such Calculation Date:

(i)   the Sold Receivable remains unpaid by its relevant debtor for more than 90
      days after the Maturity Date of such Sold Receivable;

(ii)  the Sold Receivable is owed by a Debtor which is subject to Insolvency
      Proceedings and has not been counted under paragraph (i) above; or

(iii) the Sold Receivable has been or, under the relevant Seller's credit and
      collection policies, would have been written off as uncollectible and has
      not been counted under paragraphs (i) and (ii) above.

"DEFERRED PURCHASE PRICE" means, (a) for each Funded Settlement Date during the
Replenishment Period, the highest of zero and:

-     the Discount Reserve for all Sellers calculated as of the previous
      Intermediary Settlement Date,

-     increased by the total Discount Amount for all Sellers relating to the
      Sold Receivables purchased on such Funded Settlement Date,

-     decreased by the Cash Collections Advance payable by the Purchaser (or
      directly by the Centralising Unit) on such Funded Settlement Date,

-     decreased by the total Discount Reserve for all Sellers calculated as of
      such Funded Settlement Date,

-     and increased quarterly by the Interest of Placement Amount, as defined in
      the Receivables Purchase Agreements, and

(b)   as of the Commitment Expiry Date, the Discount Reserve as of the
      Settlement Date immediately preceding the Commitment Expiry Date, plus any
      Discount Amount relating to Sold Receivables that were not included in the
      Deferred Purchase Price payable on the Funded Settlement Date preceding
      the Commitment Expiry Date;

in accordance with the formula set forth in schedule 3 of the French and German
Receivables Purchase Agreement, in schedule 3 of the Italian Receivables
Purchase Agreement, and in schedule 5 of the Spanish Receivables Purchase
Agreement.

"DELINQUENCY PERCENTAGE" means on any Assessment Date preceding an Intermediary
Settlement Date, the ratio expressed as a percentage of:

(i)   the sum of the Outstanding Amount of Delinquent Receivables and Doubtful
      Receivables that were neither Delinquent Receivables nor Doubtful
      Receivables as of the Assessment Date relating to the preceding
      Intermediary Settlement Date; and

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                                     - 85 -

(ii)  the Outstanding Amount of the Sold Receivables purchased by the Purchaser
      between the 5th Intermediary Settlement Date (excluded) before such
      Intermediary Settlement Date and the 4th Intermediary Settlement Date
      (included) before such Intermediary Settlement Date.

"DELINQUENT RECEIVABLE" means, on any Assessment Date, any Sold Receivable which
is not a Doubtful Receivable transferred back to the Sellers and has any of the
following characteristics on such Calculation Date:

(i)   the Sold Receivable remains unpaid by its relevant Debtor for more than 60
      days after the Maturity Date of such Sold Receivable;

(ii)  the Sold Receivable is owed by a Debtor which is subject to Insolvency
      Proceedings and has not been counted under paragraph (i) above; or

(iii) the Sold Receivable has been or, under the relevant Seller's credit and
      collection policies, would have been written off as uncollectible and has
      not been counted under paragraphs (i) and (ii) above.

"DEPOSIT FEE" means the fee due to CALYON, in the conditions set forth in
article 8 of the Master Senior Deposit Agreement and which shall be paid by
ESTER FINANCE "to CALYON, or any credit institution which replaces the latter
for the purposes of carrying out its functions under the Master Senior Deposit
Agreement, as a remuneration for its undertaking to make the Senior Deposit on a
periodic basis during the Replenishment Period. It is agreed that the Deposit
Fee shall be paid to CALYON, or any other credit institution which replaces the
latter for the purposes of carrying out its functions under the Master Senior
Deposit Agreement, even after the transfer to the Fund of receivables in
repayment of the Senior Deposit.

"DEPOSITOR" means CALYON acting in its capacity as depositor pursuant to the
Master Senior Deposit Agreement and any successor, transferee or assignee.

"DILUTION PERCENTAGE" means as calculated on any Calculation Date preceding an
Funded Settlement Date, the ratio expressed as a percentage of:

(i)   the aggregate amount of Credit Notes issued between the Assessment Date
      (included) preceding the last Intermediary Settlement Date and the
      Assessment Date (excluded) preceding the preceding Intermediary Settlement
      Date; and

(ii)  the Outstanding Amount of the Sold Receivables purchased by the Purchaser
      between the 2nd Intermediary Settlement Date (excluded) before the last
      Assessment Date and the Intermediary Settlement Date (included) preceding
      such last Assessment Date.

"DISCOUNT AMOUNT" means, on any Settlement Date during the Replenishment Period,
in relation to the Sold Receivables, the amount equal to the Discount Rate
applicable on such date multiplied by the Outstanding Amount of Purchasable
Receivables to be purchased by the Purchaser on such date.

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                                     - 86 -

"DISCOUNT RATE" has the meaning set forth in schedule 2 of the French
Receivables Purchase Agreement, schedule 3 of the German Receivables Purchase
Agreement, schedule 2 of the Italian Receivables Purchase Agreement, and/or
schedule 4 of the Spanish Receivables Purchase Agreement.

"DISCOUNT RESERVE" has the meaning set forth in schedule 2 of the French
Receivables Purchase Agreement, schedule 3 of the German Receivables Purchase
Agreement, schedule 2 of the Italian Receivables Purchase Agreement, and/or
schedule 4 of the Spanish Receivables Purchase Agreement

"DISTRIBUTED AMOUNTS" means, on any Settlement Date during the Amortisation
Period, the sum of:

-     the amount of Adjusted Collections as determined as of such date;

-     the amount in the Purchaser's Account as of the last Assessment Date,
      within the limit of the sums in the Purchaser's Account on such
      Settlement; and

-     the amount in each Purchaser's Collection Account (net of any debit made
      on such Purchaser's Collection Account, corresponding to errors, reverse
      entries, unpaid amounts and returns in relation to payments already made
      on the corresponding Collection Account) as of the last Assessment Date,
      within the limit of the sums in each Purchaser's Collection Account on
      such Settlement Date.

"DOUBTFUL RECEIVABLE" means any Sold Receivable which is, according to the
Accounting Principles, doubtful given the situation of the Debtor or open to
challenge.

"DOWNGRADING EVENT" means, in relation to a Liquidity Bank, the downgrading of
its rating by a Rating Agency under A1 (for Moody's Investors Services), P1 (for
Standard & Poors) or F1 (for Fitch Ratings).

"EARLY AMORTISATION EVENT" means any of the events set out in Article 13 (Early
Amortisation).

"ELIGIBLE DEBTOR" means a Debtor having the characteristics described in detail
in article 8 of each Receivables Purchase Agreement.

"ELIGIBLE RECEIVABLE" means any Sold Receivable which has the following
characteristics on the Settlement Date during the Replenishment Period:

(i)   the date on which the Sold Receivable is due is not later than 150 days
      after the Assessment Date preceding such Settlement Date;

(ii)  the Sold Receivable has not remained unpaid by the relevant Debtor for
      more than 72 days after the Maturity Date of such Sold Receivable;

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                                     - 87 -

(iii) the debtor of such Sold Receivable has a V.A.T or a CMS identification
      number indicated in the electronic support attached to the relevant
      Transfer Deed delivered to the Purchaser in relation to such Sold
      Receivable and such Sold Receivable is identified on such electronic
      support in a manner which complies with the electronic exchange procedures
      agreed between the Agent, the Purchaser, the Centralising Unit and the
      Sellers;

(iv)  the Sold Receivable is not a Net Miscellaneous Receivable.

"ESTER FINANCE" means ESTER FINANCE TITRISATION S.A., 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 Companies Registry of Paris under the number
414 886 226.

"EURIBOR 1 MONTH" means the reference rate known as the "European Inter-Bank
Offered Rate" in the form of the rate listed under the aegis of the European
Banking Federation and published at approximately 11.00 am (Brussels time), by
TELERATE (page 248 and 249) or REUTERS (page EURIBOR) (or whatever page that may
be substituted therefor) for a one month period.

"EURO" OR "EUR" means the currency of the participating Member States of the
European Union in accordance with the definition given under Article 109-L-4 of
the European Union Treaty and in Council Regulation (EC) n. 974/98 of May 3,
1998 on the introduction of the euro.

"EUROFACTOR" means, 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.

"EUROPEAN CREDIT FACILITY" means the Amended and Restated Term Loan and
Revolving Credit Agreement, dated as of April 8, 2005, among GOODYEAR DUNLOP
TIRES EUROPE BV, the other borrowers thereunder, the lenders thereunder,
JPMorgan Chase Bank, as administrative agent, and the other parties thereto, as
amended, refinanced, replaced or otherwise modified from time to time.

"EXCESS FORESEEN COLLECTIONS" means, with respect to a Settlement Date as long
as any sums remain due under the Senior Deposit, the excess of (a) the amount of
Foreseen Collections for such Settlement Date, over (b) the amount of the
Complementary Deposit to be made on such Settlement Date. From the date on which
any sums due under the Senior Deposit have been paid, or in the event an Early
Amortisation Event described under Article 13.3 has occurred, the amount of
Excess Foreseen Collections shall be equal to zero (0) as from such date or
event.

"EXCLUDED DEBTOR" means any debtor mentioned in the list set forth in Schedule
14, as modified by mutual agreement between the Centralising Unit, the Purchaser
and the Agent, in accordance with the provisions of Article 35.

"FILE COLLECTIONS" means, with respect to any period, all collections (excluding
Deemed

<PAGE>
                                     - 88 -

Collections) on Sold Receivables which, on the basis of the information included
in any Assessment Report and the electronic date file attached thereto, were
expected to be received during such period by a Seller as calculated by the
Agent on the basis of the Assessment Reports and the electronic support attached
thereto.

"FINANCIAL COVENANTS" means the financial covenants set forth in Article
13.3(xv) and the related definitions.

"FINANCIAL INDEBTEDNESS" means, in relation to any person:

(i)   any indebtedness for monies borrowed or raised by that person;

(ii)  any indebtedness (actual or contingent) of that person under any
      guarantee, security, indemnity or other commitment designed to protect any
      creditor against loss in respect of any Financial Indebtedness of any
      third party;

(iii) any indebtedness under or in respect of any acceptance credit opened on
      behalf of that person;

(iv)  any indebtedness under any debenture, note, bond, certificate of deposit,
      cash certificate, bill of exchange, commercial paper or similar instrument
      on which that person is liable as drawer, acceptor, endorser, issuers or
      otherwise;

(v)   any indebtedness for money owing in respect of any interest rate swap or
      currency swap, such indebtedness to be measured on a marked-to-market
      basis at the relevant time and to include, vis-a-vis any particular
      counterparty, application of the relevant ISDA or FBF netting procedures;
      and

(vi)  any payment obligations under any lease entered into for the purpose of
      obtaining or raising finance.

<PAGE>
                                     - 89 -

"FORESEEN COLLECTIONS" means, as calculated on each Calculation Date by the
Agent on the basis of the electronic data file received from the Centralising
Unit on the preceding Information Date,

(i)   -     all cash collections paid or expected to be paid as from the last
            Assessment Date until the Settlement Date following the next
            Settlement Date by the Debtors under the Sold Receivables (including
            the Purchasable Receivable to be purchased on the following
            Settlement Date and excluding Net Miscellaneous Receivables and
            excluding Defaulted Receivables), on the basis of the contractual
            maturity date of such Sold Receivables;

      -     less, within the limit of the cash collections in relation to the
            Sold Receivables unpaid after their Maturity Date, the amount of Non
            Allocated Cash and non allocated Credit Notes with a maturity date
            until the Settlement Date following the next Settlement Date
            weighted by the ratio of:

            (a)   unpaid Sold Receivables (minus Net Miscellaneous Receivables
                  minus Defaulted Receivables) after their respective Maturity
                  Date, over

            (b)   unpaid Sold Receivables after their respective Maturity Date
                  minus Defaulted Receivables;

(ii)  weighted by the ratio of:

      (a)   the Senior Deposit, the Discount Reserve and the portion of the
            Subordinated Deposit covering the Senior Deposit and the Discount
            Reserve (computed as follows: Subordinated Deposit multiplied by
            ((Senior Deposit + Discount Reserve) / (Senior Deposit + Discount
            Reserve + Complementary Deposit))); over

      (b)   the Outstanding Amount of Sold Receivables, as of the next
            Settlement Date;

(iii) weighted by the ratio of:

      (a)   the last audited theoretical average days of sales outstanding of
            accounts receivable of the Sellers, used in the determination of the
            Subordinated Deposit; over

      (b)   the last audited actual days of sales outstanding of accounts
            receivable of the Sellers;

and

(iv)  weighted by a risk ratio equal to one (1) on the date hereof, it being
      provided that such ratio may be reduced upon the request of the
      Centralising Unit, subject to the prior written consent of the Purchaser,
      the Issuers and the Liquidity Banks.

"FORMER SECURITISATION TRANSACTION" means, with respect to a Seller, any past
securitisation transaction involving all or part of trade receivables of such
Seller.

<PAGE>
                                     - 90 -

"FREE EQUITY AMOUNT" shall have the meaning as set forth in Section 3.6.3.

"FRENCH SECURITISATION TRANSACTION" means the securitisation transaction
arranged by CALYON (succeeding in the rights of CREDIT LYONNAIS) in connection
with the transfer of all or part of trade receivables of GOODYEAR DUNLOP TIRES
FRANCE S.A. to ESTER FINANCE on the basis of the French master receivables
purchase agreement entered into by GOODYEAR DUNLOP TIRES FRANCE S.A., ESTER
FINANCE, EUROFACTOR and CALYON (succeeding in the rights of CREDIT LYONNAIS) on
20 September 2001, as amended.

"FRENCH SELLER" means GOODYEAR DUNLOP TIRES FRANCE S.A. or any New Seller that
is organized under French law.

"FUND" means FCC Triple P, a fonds commun de creances, set up by the Management
Company and CALYON (as depositary) in accordance with the provisions of Article
L.214-47 of the French Monetary and Financial Code (Code monetaire et financier)
for the purposes of the Securitisation Transaction.

"FUNDED SETTLEMENT DATE" means the Initial Settlement Date and each of the dates
identified "Funded Settlement Date" on Schedule 11 falling on or prior to the
Program Expiry Date.

"GAAP" means, in relation to any person, the generally accepted accounting
principles in the jurisdiction in which such person is organized.

"GENERAL PARTNER" shall have the meaning set forth in Section 3.6.3 (b).

"GENERAL SERVICING AGREEMENT" means the master back-up servicing agreement
concluded on the date hereof between the Purchaser and the Stand-by
Servicer/Back-Up Servicer which sets forth (i) the duties of the Stand-by
Servicer before the termination of the collection mandate given to each Seller,
(ii) upon its appointment, the conditions according to which EUROFACTOR shall
act as Back-Up Servicer and (iii) the conditions under which EUROFACTOR
shall assist the Italian Back-Up Servicer in the performance of certain backup
servicing activities.

"GERMAN PARTY" and "GERMAN PARTIES" shall have the meaning set forth in Section
3.6.3 (b).

"GERMAN SELLER" means each of FULDA REIFEN GmbH & Co. KG, GOODYEAR DUNLOP TIRES
OE GmbH, M-PLUS MULTIMARKENMANAGEMENT GmbH & Co. KG, GOODYEAR GmbH & Co. KG and
DUNLOP GmbH & Co. KG.

"GMBH PARTY" shall have the meaning set forth in Section 3.6.3 (a).

"GMBH & CO. KG PARTY" shall have the meaning set forth in Section 3.6.3 (b).

"GOODYEAR" means the parent company of the Goodyear Group, i.e. THE GOODYEAR
TIRE & RUBBER COMPANY, a company incorporated under the laws of Ohio, having its
registered office at 1144 East Market Street, Ohio, United States of America.

<PAGE>
                                     - 91 -

"GOODYEAR GROUP" means the group of entities comprised of GOODYEAR and its
Affiliates.

"GOODYEAR DUNLOP TIRES EUROPE BV" means the Goodyear Dunlop Tires Europe B.V.,
parent company of the French, German, Italian and Spanish Sellers, incorporated
under the laws of the Netherlands, having its registered office at De Boelelaan
7, 1083 HJ, Amsterdam, The Netherlands, and registered with the Companies
Registry of Amsterdam under the number 33225215.

"GOVERNMENTAL AUTHORISATION" means any authorization given by any "Governmental
Authority" as such term is defined in the European Credit Facility.

"GROUP" means, in relation to any Debtor, the group of entities comprised of
this Debtor and its Affiliates.

"IMMOBILISATION INDEMNITY" means any immobilisation indemnity paid by ESTER
FINANCE to the Depositor in accordance with the Master Senior Deposit Agreement.

"INCREASE IN THE COMPLEMENTARY DEPOSIT" means, on any Settlement Date during the
Replenishment Period, the excess of (a) the amount of the Complementary Deposit
on such Settlement Date in accordance with the Master Complementary Deposit
Agreement over (b) the amount of the Complementary Deposit on the preceding
Settlement Date.

"INCREASE IN THE SUBORDINATED DEPOSIT" means, on any Settlement Date during the
Replenishment Period, the excess of (a) the amount of the Subordinated Deposit
on such Settlement Date in accordance with the Master Subordinated Deposit
Agreement over (b) the amount of the Subordinated Deposit on the preceding
Settlement Date.

"INFORMATION DATE" means each of the dates identified as such in Schedule 11 and
on which the Centralising Unit, acting in the name and on behalf of the Sellers,
is required to transmit to the Agent the Assessment Report prepared as of the
preceding Assessment Date, as well as the List of Purchasable Receivables.

"INITIAL PURCHASE PRICE" means, in relation to any Purchasable Receivable to be
acquired by the Purchaser in respect of each Seller and on any Settlement Date
during the Replenishment Period, the Outstanding Amount of Purchasable
Receivables less the applicable Discount Amount.

"INITIAL SETTLEMENT DATE" means 21st December, 2004.

<PAGE>
\                                     - 92 -

"INSOLVENCY PROCEEDINGS" means:

(i)   in relation to any person being resident in France or having its principal
      place of business in France :

      -     a reference to such person being unable to pay its debt as they fall
            due (cessation des paiements) or initiating voluntary arrangements
            with its creditors (reglement amiable) or being subject to
            insolvency proceedings opened by a competent court (redressement ou
            liquidation judiciaire), all of which as construed by Articles
            L.611-1 et seq. of the French Commercial Code (formerly French Law
            no.84-148 of March 1, 1984) or, as the case may be, by Articles
            L.620-1 et seq. of the French Commercial Code (formerly French Law
            n.85-98 of January 25,1985);

      -     whenever any auditor of such person has declared an alert procedure
            (procedure d'alerte) within the meaning of Article 234-1 of the
            French Commercial Code;

(ii)  in relation to any person being resident in Germany or having its
      principal place of business in Germany, a reference to such person that is
      overindebted (uberschuldet), unable to pay its debts as they fall due
      (zahlungsunfahig) or such status is imminent (drohende
      Zahlungsunfahigkeit) or is subject to insolvency (including preliminary
      insolvency proceedings) or dissolution proceedings;

(iii) in relation to any person being resident in Spain or having the center of
      its interests in Spain, (hereinafter, the "SPANISH RESIDENT"):

      -     the Spanish Resident files an application with a court to be
            declared to be subject to creditors' composition ("concurso") within
            the meaning of the Spanish law 22/2003, dated July 9, 2003 or
            subject to any equivalent situation as provided by any law that
            could complement, replace or amend it;

      -     a third party applies to a court for a declaration that the Spanish
            Resident is subject to creditors' composition ("concurso") within
            the meaning of the Spanish law 22/2003 and the court accepts to
            follow the creditors' composition proceedings, or any other
            equivalent situation as provided by any other law that could
            complement, replace or amend them;

      -     the Spanish Resident is subject to governmental or judicial
            administration in Spain (intervencion administrativa o
            administracion judicial);

      -     any insolvency proceeding, as defined in Council Regulation (EC) No
            1346/2000, of 29 May 2000 on Insolvency Proceedings is taken in any
            jurisdiction regarding the Spanish Resident;

(iv)  in relation to any person being resident in Italy or having the center of
      its interests in Italy, (hereinafter, the "ITALIAN RESIDENT"):

<PAGE>
                                     - 93 -

      -     the Italian Resident is insolvent, being unable to fulfil its
            obligations regularly, namely in due time and with usual means,
            pursuant to article 5 of the Italian Bankruptcy Law (insolvenza);

      -     the Italian Resident is declared bankrupt upon its own application
            or petition of the creditor/s or petition of the Public Prosecutor
            or ex officio by the judge when during a civil proceeding the
            insolvency of the company comes out, pursuant to articles 6 et seq.
            of the Italian Bankruptcy Law (fallimento);

      -     the Italian Resident, being insolvent, files an application for
            arrangement with creditors with the competent judge, proposing an
            arrangement pursuant to articles 160 et seq. of the Italian
            Bankruptcy Law (concordato preventivo);

      -     the Italian Resident, being unable to fulfil its obligations due to
            a temporary and reversible crisis, files an application with the
            tribunal in order to have the management of its business and the
            administration of its assets under the direction of the supervisory
            judge and the judicial commissioner pursuant to articles 187 et seq.
            of the Italian Bankruptcy Law (amministrazione controllata);

      -     the Italian Resident is under Compulsory administrative liquidation
            pursuant to articles 194 et seq. of the Italian Bankruptcy Law
            (liquidazione coatta amministrativa);

      -     the Italian Resident, being a large undertaking, is under
            extraordinary administration pursuant to Law 270/1999
            (amministrazione straordinaria);

      -     if and when applicable, the Italian Resident, being eligible for the
            extraordinary administration and meeting additional requirements set
            by law, is under reorganization pursuant to Legislative Decree no.
            347 of 23 December 2003, as amended subsequently (ristrutturazione
            industriale di grandi imprese in stato di insolvenza);

      -     any of the above insolvency proceeding is taken in any jurisdiction
            regarding the Italian Resident pursuant to Council Regulation (EC)
            no. 1346/2000 of 29 May 2000 on insolvency proceedings;

<PAGE>
                                     - 94 -

(v)   in relation to any person being resident in the Netherlands or having its
      principal place of business in the Netherlands, (hereinafter, the "DUTCH
      RESIDENT"), a reference to such person that is subject to any bankruptcy
      (faillissement), suspension of payments (surseance van betaling) or any
      other insolvency proceedings listed in Annex A of the Council Regulations
      (EC) No. 1346/2000 on Insolvency Proceedings or any other insolvency
      proceedings or analogous proceeding in each case opened by a competent
      court, including, but not limited to, emergency regulations
      ("noodregeling") as referred to in the Act on the Supervision Act of the
      Credit System ("Wet toezicht kredietwezen 1992") on the Supervision of the
      Insurance System ("Wet toezicht verzekeringsbedrijf 1993").

(vi)  in relation to any person being resident in the United States or having
      its principal place of business in the United States:

      (a)   an involuntary proceeding shall be commenced or an involuntary
            petition shall be filed seeking (x) liquidation, reorganization,
            bankruptcy, moratorium, suspension of payment or other relief in
            respect of such person or its debts, or of a substantial part of its
            assets, under any U.S. federal, state or foreign bankruptcy,
            insolvency, receivership or similar law now or hereafter in effect
            or (y) the appointment of a receiver, trustee in bankruptcy,
            custodian, sequestrator, conservator or similar official for such
            person or for a substantial part of its assets, and, in any such
            case, such proceeding or petition shall continue undismissed for 90
            days or an order or decree approving or ordering any of the
            foregoing shall be entered;

      (b)   such person (v) voluntarily commences any proceeding or file any
            petition seeking liquidation, reorganization, bankruptcy,
            moratorium, suspension of payment or other relief under any U.S.
            federal, state or foreign bankruptcy, insolvency, receivership or
            similar law now or hereafter in effect, (w) consents to the
            institution of, or fails to contest in a timely and appropriate
            manner, any proceeding or petition described in clause (a) of this
            section (x) applies for or consents to the appointment of a
            receiver, trustee in bankruptcy, custodian, sequestrator,
            conservator or similar official for such person or for a substantial
            part of its assets, (y) makes a general assignment for the benefit
            of creditors or (z) takes any action for the purpose of effecting
            any of the foregoing;

      (c)   such person admits in writing its inability or fails generally to
            pay its debts as they become due;

(vii) in relation to Elixir Funding Limited, means a resolution is passed for
      the winding-up or dissolution of Elixir Funding Limited, or a liquidator
      is appointed in respect of Elixir Funding Limited or any of its assets, or
      there is an for a declaration of en desatre in respect of the property of
      Elixir Funding Limited or for the property of Elixir Funding Limited to be
      placed under the control of the Courts of Jersey, or Elixir becomes
      "bankrupt" as defined in the Interpretation (Jersey) Law 1954;

(viii) in relation to Quasar, means any insolvency proceedings
      (faillite/faillissement), any amicable settlement proceedings (concordat
      judiciaire/gerechtelijk akkoord), any liquidation proceedings
      (liquidation/vereffening) or any other insolvency proceedings

<PAGE>
                                     - 95 -

      listed from time to time in Schedule A of the Council Regulations (EC) No.
      1346/2000 on Insolvency Proceedings is opened against such person;

(ix)  in relation to any other person, any similar provision applicable to it.

"INTERCOMPANY ARRANGEMENTS" shall have the meaning set forth in Article 11.1.
(xiv).

"INTERMEDIARY SETTLEMENT DATE" means each of the dates identified as an
"Intermediary Settlement Date" on Schedule 11 falling on or prior to the Program
Expiry Date.

"ISSUERS" means :

(i)   LMA S.A., a French limited company (societe anonyme) having its registered
      office at 6-8, rue Menars, 75002 Paris, France, registered with the
      Company Registry of Paris (Registre du Commerce et des Societes de Paris),
      under the number 383 275 187; or

(ii)  Elixir Funding Limited, a public company incorporated with limited
      liability under, the laws of Jersey, having its registered office at St
      Paul's Gate, New Street, Saint Helier, Jersey, Channel islands JE2 34A,
      registered with the Companies Registry of Jersey under number 71548; or

(iii) Quasar Securitisation Company NV, a Belgian company (institutionele
      vennootschap voor belegging in schuldvorderingen naar Belgisch recht,
      naamloze vennootschap) with its registered office at Havenlaan 12, B-1080,
      Brussels, Belgium registered with the Company Registry of Brussels, under
      the number 475 526 860 ("QUASAR"); OR

(iv)  any other person who may enter the Securitisation Transaction from time to
      time in order to subscribe to units issued by the Fund and to finance such
      subscription by issuing Notes.

"ITALIAN BACK UP SERVICER" means, in relation to the Sold Receivables purchased
from the Italian Seller, MEDIOFACTORING.

"ITALIAN BANKRUPTCY LAW" means the Italian Royal Decree No. 267 of 16th March,
1942, as amended and supplemented from time to time.

"ITALIAN NOTICE OF TRANSFER" means any notice issued by the Purchaser or any
entity, acting on behalf of the Purchaser and appointed by the same for such
purpose, to any Italian Debtor in accordance with a Italian Receivables Purchase
Agreement.

"ITALIAN SELLER" means GOODYEAR DUNLOP TIRES Italia S.P.A. or any New Seller
organized under Italian law.

"ITALIAN SERVICING AGREEMENT" means the specific back-up servicing agreement
concluded on the date hereof between the Purchaser and the Italian Stand-by
Servicer/Italian Back-Up Servicer which sets forth (i) the duties of the Italian
Stand-by Servicer before the termination of the collection mandate given to the
Italian Seller, and (ii) upon its appointment, the conditions according to which
MEDIOFACTORING shall act as Italian Back-Up Servicer.

<PAGE>
                                     - 96 -

"ITALIAN STAND-BY SERVICER" means, in relation to the back-up servicing
activities for those Sold Receivables purchased from the Italian Seller,
MEDIOFACTORING.

"JOINT-LEAD ARRANGER" means each of CALYON and NBP, acting in its capacity as
joint-lead arranger of the Securitisation Transaction.

"LIENS" means, in respect to any asset, any mortgage, deed of trust, lien,
delegation of claims, pledge, hypothecation, encumbrance, charge of security
interest in, on or of such asset.

"LIQUIDITY AGREEMENT" means (i) any unit purchase agreement (promesse d'achat et
de revente de parts) dated the Closing Date or dated the date hereof, as amended
and/or supplemented from time to time, entered into between an Issuer and a
Liquidity Bank pursuant to which the Liquidity Bank has undertaken to purchase
from such Issuer, all or part of the units of the Fund held by the Issuer, or
(ii) any credit facility agreement dated the date hereof, as amended and/or
supplemented from time to time, entered into between an Issuer and a Liquidity
Bank pursuant to which the Liquidity Bank has undertaken to make loans to an
Issuer secured by such units, or (iii) a swap agreement, repurchase agreement or
other financial instrument dated the date hereof, as amended and/or supplemented
from time to time, entered into between an Issuer and a Liquidity Bank, pursuant
to which the Liquidity Bank has undertaken to make certain payments to an Issuer
in relation to such units.

"LIQUIDITY BANK" means a bank or any other credit institution (etablissement de
credit) (orany successor, transferee and assignee thereof), in each case rated
at least A1, P1 and/or F1 by the relevant Rating Agencies at the time when it
enters into or renews its commitment under a Liquidity Agreement, that has
undertaken to purchase from an Issuer, all or part of the units of the Fund held
by such Issuer or to make loans to an Issuer secured by such units or otherwise
to make payments to an Issuer in relation to such units.

"LIQUIDITY BANK LETTER" means, in relation to any Liquidity Bank, the letter
executed by such Liquidity Bank on 10 December 2004 and on 23 May, 2005 and
which relates to the commitment to provide the Purchaser with an alternative
funding, subject to the conditions provided in such letter, as may be amended or
supplemented from time to time.

"LIQUIDITY COMMITMENT-NON RENEWAL" means, in relation to any Liquidity Bank:

(a)   the non renewal of a Liquidity Agreement in any of the following cases:

      (i)   such Liquidity Agreement is not renewed at its expiry date, and the
            relevant Liquidity Bank has not been replaced with another bank that
            is rated at least A1, P1 and/or F1 by the relevant Rating Agencies;

      (ii)  (x) as a result of Market Disruption, a drawing is made under such
            Liquidity Agreement in order to acquire all or part of the units of
            the Fund, and (y) such drawing remains outstanding until the expiry
            date of such Liquidity Agreement;

      (iii) (x) as a result of a Downgrading Event, a drawing is made under such
            Liquidity Agreement in order to acquire all or part of the units of
            the Fund, (y) such drawing remains outstanding until the expiry date
            of such Liquidity Agreement, and (z) the relevant Liquidity Bank has
            not been replaced with another bank that is rated at

<PAGE>
                                     - 97 -

            least A1, P1 and/or F1 by the relevant Rating Agencies; or

      (iv)  (x) a drawing is made under any Liquidity Agreement for any reason
            other than those listed above, (y) such drawing remains outstanding
            until the expiry date of such Liquidity Agreement, and (z) the
            relevant Liquidity Bank has not been replaced with another bank that
            is rated at least A1, P1 and/or F1 by the relevant Rating Agencies;
            or

(b)   the expiry of the commitment of such Liquidity Bank under the relevant
      Liquidity Bank Letter.

"LIST OF PURCHASABLE RECEIVABLES" means any list of Purchasable Receivables, on
each Assessment Date, in the form agreed between the parties, to be provided by
the Centralising Unit, acting in the name and on behalf of the Sellers, to the
Purchaser.

"MANAGEMENT COMPANY" means ABC Gestion, a limited company (societe anonyme),
authorised as a Management Company (Societe de Gestion), in accordance with the
provisions of Article L.247-47 of the Code Monetaire et Financier, having its
registered office at 19, boulevard des Italiens - 75002 Paris, registered with
the Trade and Companies Registry of Paris under the number 353 716 160.

"MANAGEMENT FEE" means the management fee set out in Article 10 (Fees).

"MARGIN" means the margin which aims to cover any administrative, financial and
management costs incurred by ESTER FINANCE, equal to EUR 2,000 per month payable
on each Funded Settlement Date.

"MARKET DISRUPTION" means the occurrence of any event leading to any placement
agent acting for an Issuer being unable to find investors to purchase whole or
part of the Notes that would otherwise be issued by that Issuer.

"MASTER COMPLEMENTARY DEPOSIT AGREEMENT" means the agreement dated 10 December,
2004, as amended and/or supplemented from time to time, entered into between the
Purchaser and the Centralising Unit, under which the Centralising Unit shall
effect a Complementary Deposit with the Purchaser.

"MASTER DEFINITIONS SCHEDULE" means this master definitions schedule which
determines the meaning of the terms and expressions used in the Transaction
Documents.

"MASTER SENIOR DEPOSIT AGREEMENT" means the agreement dated 15 December, 2004,
as amended and/or supplemented from time to time, entered into between the
Purchaser and the Depositor under which the Depositor has agreed to make a
Senior Deposit with the Purchaser.

"MASTER SUBORDINATED DEPOSIT AGREEMENT" means the agreement dated 10 December,
2004, as amended and/or supplemented from time to time, entered into between the
Purchaser and the Centralising Unit, under which the Centralising Unit shall
effect a Subordinated Deposit with the Purchaser.

<PAGE>
                                     - 98 -

"MATERIAL ADVERSE EFFECT" means a material adverse change in or effect on (i)
the ability of the Sellers and the Centralising Unit, taken as a whole, or of
GOODYEAR DUNLOP TIRES EUROPE BV to perform their obligations under the
Securitisation Documents that are material to the rights or interests of the
Purchaser, the Depositor, the Issuers or the Liquidity Banks under the
Securitisation Documents to which they are parties, (ii) the ability of the
Purchaser to collect the amounts due under the Purchasable Receivables or the
rights and interests of the Purchaser in the Sold Receivables, or (iii) the
rights of or benefits available to the Purchaser, the Depositor, the Issuers or
the Liquidity Banks under the Securitisation Documents that are material to the
rights or interests of such parties thereunder including as a result of any
material adverse change in or effect on the business, operations, properties,
assets or financial condition (including as a result of the effects of any
contingent liabilities) of GOODYEAR and its Subsidiaries (including the
Sellers), taken as a whole.

"MATERIAL INDEBTEDNESS" means Financial Indebtedness of GOODYEAR and any of its
subsidiaries in an aggregate principal amount exceeding USD 25,000,000 (or the
equivalent in any other currency or currencies).

"MATURITY DATE" means, in relation to any Purchasable Receivable, the date on
which such Purchasable Receivable becomes due and payable by the relevant
debtor.

"MATERIAL SUBSIDIARY" means, at any time, each subsidiary of GOODYEAR DUNLOP
TIRES EUROPE BV other than subsidiaries that do not represent more than 1% for
any such individual subsidiary, or more than 5% in the aggregate for all such
subsidiaries, of either (a) the total assets of GOODYEAR and its consolidated
subsidiaries or (b) the revenues of GOODYEAR and its consolidated subsidiaries
for the period of four (4) fiscal quarters most recently ended, in each case
determined in accordance with GAAP.

"MAXIMUM AMOUNT OF THE COMPLEMENTARY DEPOSIT" means an amount equal to EUR
950,000,000 on the date hereof, as this amount may be modified from time to time
by the parties to the Master Complementary Deposit Agreement in accordance with
the terms of the Master Complementary Deposit Agreement.

"MAXIMUM AMOUNT OF THE PROGRAM" means an amount equal to EUR 274,998,600, or any
other amount as determined pursuant to Articles 7.1.2 and 7.1.3.

"MAXIMUM AMOUNT OF THE PURCHASER'S FUNDING" means the amount set out in Article
7.1.

<PAGE>
                                     - 99 -

"MAXIMUM CONCENTRATION RATE" means :

-     10 %, in relation to the Debtors of the Renault Group, taken as a whole,
      as long as such Debtors maintain short-term ratings not lower than A2 / P2
      from Moody's and Standard &Poor's, and 6% so long as such Debtors maintain
      short-term ratings lower than A2 / P2 but not lower than A3 / P3 from
      Moody's and Standard & Poor's;

-     10 %, in relation to the Debtors of the Peugeot Group, taken as a whole,
      as long as such Debtors maintain short-term ratings not lower than A2 / P2
      from Moody's and Standard &Poor's, and 6% so long as such Debtors maintain
      short-term ratings lower than A2 / P2 but not lower than A3 / P3 from
      Moody's and Standard & Poor's;

-     10 %, in relation to the Debtors of the Michelin Group, taken as a whole,
      as long as such Debtors maintain short-term ratings not lower than A2 / P2
      from Moody's and Standard &Poor's, and 6% so long as such Debtors maintain
      short-term ratings lower than A2 / P2 but not lower than A3 / P3 from
      Moody's and Standard & Poor's;

-     2 %, in relation to the Debtors of the Massa Pneu Group, taken as a whole
      ; or

-     4 %, in relation to any other Debtor and to any Debtors of a Debtor Group
      named above which does not maintain the ratings specified above as a
      condition to a higher Maximum Concentration Rate.

"MAXIMUM OVERCOLLATERALISATION RATE" means, as of the Initial Settlement Date
and on each Funded Settlement Date thereafter, the rate equal to 50 %. Such rate
may be modified provided that there has been an amendment to the Master
Subordinated Deposit Agreement.

"MINIMUM AMOUNT OF THE PROGRAM" means, on the date hereof, the amount of EUR
27,500,000, as may be amended from time to time pursuant to the provisions of
the Agreement.

"MISCELLANEOUS ACCOUNTING CREDIT ENTRIES" means, in relation to any Seller,
Miscellaneous Accounting Entries booked on the credit side of the account
receivables of an Eligible Debtor.

"MISCELLANEOUS ACCOUNTING DEBIT ENTRIES" means, in relation to any Seller,
Miscellaneous Accounting Entries booked on the debit side of the account
receivables of an Eligible Debtor.

"MISCELLANEOUS ACCOUNTING ENTRIES" means, in relation to any Seller, accounting
entries other than invoices, credit notes or cash payments that appear on the
debit side or credit side of the account receivables of an Eligible Debtor.

"NEW SELLER" means a company controlled, directly or indirectly, by Goodyear
Dunlop Tires Europe B.V. and which becomes a party to the Securitisation
Transaction after the date hereof.

<PAGE>
                                    - 100 -

"NET MISCELLANEOUS RECEIVABLE" means, in relation to any Seller, any Purchasable
Receivable corresponding to the amount equal to the Miscellaneous Accounting
Debit Entries minus Miscellaneous Accounting Credit Entries.

"NON ALLOCATED CASH" means any collection recorded in any Seller's accounting
system, which has not yet been posted to the payment of a receivable.

"NOTES" means any US commercial paper, Billets de Tresorerie or any other
short-term notes such as a Euro commercial paper.

"NOTICE OF TRANSFER" means any notice issued by the Purchaser or any entity,
acting on behalf of the Purchaser and appointed by the same for such purpose, to
any Debtor in accordance with a Receivables Purchase Agreement.

"OUTSTANDING AMOUNT" means, at all times:

(i)   in relation to any Purchasable Receivables, the aggregate principal amount
      remaining due in respect of such Purchasable Receivables;

(ii)  in relation to any Eligible Receivables, the aggregate principal amount
      remaining due in respect of such Eligible Receivables;

(iii) in relation to any Defaulted Receivables, the aggregate principal amount
      remaining due in respect of such Defaulted Receivables;

(iv)  in relation to any Delinquent Receivables, the aggregate principal amount
      remaining due in respect of such Delinquent Receivables;

(v)   in relation to any Sold Receivables, the aggregate principal amount
      remaining due in respect of such Sold Receivables;

(vi)  in relation to any Net Miscellaneous Receivables, the aggregate principal
      amount remaining due in respect of such Net Miscellaneous Receivables.

The parties acknowledge that the Outstanding Amount of any receivables means the
total net amount of such receivables (including all taxes less any credit notes
issued, set-off, partial payments and other written off debts, as calculated by
the Agent on the basis of the Assessment Reports and the electronic supports
attached thereto).

"OVERCOLLATERALISATION RATE" means, on each Calculation Date preceding the
Initial Settlement Date or a Funded Settlement Date during the Replenishment
Period, the rate determined in accordance with the provisions of Schedule 1 of
the Master Subordinated Deposit Agreement. The Overcollateralisation Rate shall
be calculated by the Agent on each Calculation Date preceding a Funded
Settlement Date and shall apply with respect to the two next Settlement Dates.

"PARTIES" means the parties to this Agreement.

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                                    - 101 -

"PAYMENT" means any payment to be made by the Purchaser to the Centralising
Unit, in accordance with article 4.1 of the relevant Receivables Purchase
Agreement.

"PERFORMANCE LETTER" means the performance letters granted by GOODYEAR DUNLOP
TIRES EUROPE BV in the forms set out in Schedule 10.

"POTENTIAL EARLY AMORTISATION EVENT" means any event or condition which, but for
the giving of any notice or the lapse of any time period or both required for an
Early Amortisation Event to occur under Article 13, would constitute an Early
Amortisation Event.

"PRIORITY AMOUNT" has the meaning set forth in Article 16.2.

"PROGRAM EXPIRY DATE" means, in relation to any Seller and the Centralising
Unit, the earlier of the following dates:

(i)   the Business Day, on or after the Commitment Expiry Date, on which all
      sums due to the Purchaser under this Agreement and the relevant
      Receivables Purchase Agreement have been fully paid; or

(ii)  the first Funded Settlement Date (included) falling on or after twelve
      (12) calendar months after the Commitment Expiry Date.

"PROTECTED DEBTOR" means those German Debtors, which are either individual
merchants (kaufleute) or commercial partnerships (Personenhandelsgesellschaften)
organised as an Offene Handelsgesellschaft (OHG), Gesellschaft Burgerlichen
Rechts (GBR) or Kommanditgesellschaft (KG).

"PURCHASABLE RECEIVABLE" means any of the receivables of any Seller that meet
the characteristics set forth in article 7 of the Receivables Purchase Agreement
to which such Seller is a party.

"PURCHASER" means ESTER FINANCE.

"PURCHASER'S ACCOUNT" means the account number 30002/869/2739T/78, opened by the
Purchaser in the books of CALYON.

"PURCHASER'S COLLECTION ACCOUNT" means any of the bank account opened in the
name of the Purchaser, as mentioned in the Collection Account Agreements.

"PURCHASER'S FUNDING" means that portion of the Outstanding Amount of Eligible
Receivables which is funded by the Purchaser out of the Senior Deposit, the
amount of which is determined in accordance with Article 7 (Amount of the
Purchaser's Funding).

"PURCHASER'S TERMINATION NOTICE" means any notice issued by the Purchaser to the
Centralising Unit in the circumstances set out in Article 13.2 or 13.4.

"RATING AGENCIES" means Fitch Ratings, Moody's Investors Services and Standard &
Poors, or any other entity to which such agencies may transfer their credit
rating business or with which they may consolidate, amalgamate or merge.

<PAGE>
                                    - 102 -

"RECEIVABLES PURCHASE AGREEMENTS" means the receivables purchase agreements
entered into between the Sellers, the Purchaser and the Agent for the purchase
of the Purchasable Receivables under the Securitisation Transaction and more
specifically:

(i)   a Receivables Purchase Agreement governed by French law entered into by
      the French Seller in respect of their Purchasable Receivables;

(ii)  a Receivables Purchase Agreement governed by German law entered into by
      the German Sellers in respect of their Purchasable Receivables;

(iii) a Receivables Purchase Agreement governed by Italian law entered into by
      the Italian Seller in respect of its Purchasable Receivables;

(iv)  a Receivables Purchase Agreement governed by Spanish law entered into by
      the Spanish Seller in respect of its Purchasable Receivables.

"REDUCTION OF THE COMPLEMENTARY DEPOSIT" means on any Settlement Date during the
Replenishment Period, the excess, if any, of (a) the amount of the Complementary
Deposit on the preceding Settlement Date over (b) the amount of the
Complementary Deposit on such Settlement Date in accordance with the Master
Complementary Deposit Agreement.

"REDUCTION OF THE SUBORDINATED DEPOSIT" means on any Settlement Date during the
Replenishment Period, the excess, if any, of (a) the amount of the Subordinated
Deposit on the preceding Settlement Date over (b) the amount of the Subordinated
Deposit on such Settlement Date in accordance with the Master Subordinated
Deposit Agreement.

"REGISTERED SHARE CAPITAL" has the meaning set forth in Article 3.6.3.

"REPLENISHMENT PERIOD" means the period of time commencing on the date hereof
and ending on the Commitment Expiry Date during which the Purchaser undertakes
to purchase Purchasable Receivables on each Settlement Date.

"RESPONSIBLE OFFICER" means the chief financial officer or treasurer of GOODYEAR
or the Vice President, Finance or equivalent officer of GOODYEAR DUNLOP TIRES
EUROPE BV. On the date hereof, the chief financial officer and the treasurer of
GOODYEAR are, respectively, Richard Kramer and Darren Wells and the Vice
President, Finance of GOODYEAR DUNLOP TIRES EUROPE BV is Ronn Archer. GOODYEAR
DUNLOP TIRES EUROPE BV and GOODYEAR shall promptly update the name and contact
details of such Responsible Officer.

"SECURITISATION DOCUMENTS" means the Transaction Documents, the Master Senior
Deposit Agreement, the transfer and servicing agreement to be concluded with the
Fund, the Fund regulations and any Liquidity Agreements, as may be amended
and/or supplemented from time to time.

"SECURITISATION TRANSACTION" means the Securitisation transaction carried out
pursuant to the Transaction Documents.

<PAGE>
                                    - 103 -

"SELLERS" means, collectively, the French Seller, the German Sellers, the
Italian Seller and the Spanish Seller.

"SENIOR DEPOSIT" means the deposits effected by the Depositor with the Purchaser
in accordance with the terms of the Master Senior Deposit Agreement as amended
on 23 May, 2005.

"SETTLEMENT DATE" means a Funded Settlement Date or an Intermediary Settlement
Date.

"SOLD RECEIVABLES" means, in relation to any Seller, those Purchasable
Receivables (i) which have been purchased from such Seller by the Purchaser
pursuant to the Receivables Purchase Agreement to which such Seller is a party,
and (ii) which have not been repurchased from the Purchaser.

"SOLVENCY CERTIFICATE" means any certificate issued by the Sellers and
Centralising Unit, in the form of Schedule 5.

"SPANISH SELLER" means GOODYEAR DUNLOP TIRES Espana S.A. or any New Seller that
is organized under Spanish law.

"STAND-BY FEE" means the management fee set out in Article 27.4.

"STAND-BY SERVICER" means EUROFACTOR.

"SUBORDINATED DEPOSIT" means any subordinated deposit effected by the
Centralising Unit with the Purchaser in accordance with the terms of Article 8
and the Master Subordinated Deposit Agreement.

"SUBORDINATED DEPOSITOR" means the Centralising Unit.

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

"TARGET DAY" means a day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is operating.

"TRANSACTION DOCUMENTS" means this Agreement, the Master Subordinated Deposit
Agreement, the Master Complementary Deposit Agreement, the Receivables Purchase
Agreements, the Collection Account Agreements, the Data Protection Trusttee
Agreement, the Comfort Letter and the Performance Letter, as may be amended
and/or supplemented from time to time.

<PAGE>
                                    - 104 -

"TRANSFER DEED" means any bordereau referred to in each Receivables Purchase
Agreement, which shall be issued by the relevant Seller or the Centralising
Unit, acting in the name and on behalf of each Seller, on each Settlement Date
during the Replenishment Period, in the form of schedule 2 of the relevant
Receivables Purchase Agreement.

"USD" or "US DOLLAR" refers to the lawful currency of the United States of
America.

"VAT CREDIT" has the meaning set forth in Article 14.2.

"YEAR END REBATES" means deferred rebates granted by any Seller at the end of
each year (or according to any periodicity) to some of its customers according
to the fulfillment of their purchase commitments. These Year End Rebates may
give rise to Credit Notes issued by the Sellers or to invoices issued by the
customers over the relevant Sellers.

<PAGE>
                                    - 240 -

                  SCHEDULE 16. FINANCIAL COVENANTS DEFINITIONS

"CONSOLIDATED EBITDA" of any Person means, for any period, Consolidated Net
Income of such Person for such period plus (a) without duplication and to the
extent deducted in determining such Consolidated Net Income, the sum of (i)
Consolidated Interest Expense for such period, (ii) income tax expense for such
period, (iii) all amounts attributable to depreciation and amortization for such
period, (iv) all non-cash non-recurring charges for such period, (v) all
Rationalization Charges for such period, (vi) other expense for such period,
(vii) equity in losses of affiliates for such period, (viii) foreign exchange
currency losses for such period and (ix) minority interest in net income of
subsidiaries for such period, minus (b) without duplication, to the extent
included in determining such Consolidated Net Income (except with respect to
(ii) and (iii) below), (i) any non-cash extraordinary gains for such period,
(ii) cash expenditures (other than Rationalization Charges) during such period
in respect of items that resulted in non-cash non-recurring charges during any
prior period after March 31, 2005, (iii) Excess Cash Rationalization Charges,
(iv) other income for such period, (v) equity in earnings of affiliates for such
period, (vi) foreign exchange currency gains for such period and (vii) minority
interest in net losses of subsidiaries for such period, all determined on a
consolidated basis in accordance with GAAP.

"CONSOLIDATED EUROPEAN J.V. EBITDA" means, for GOODYEAR DUNLOP TIRES EUROPE BV
and its Consolidated Subsidiaries for any period, Consolidated Net Income of
GOODYEAR DUNLOP TIRES EUROPE BV for such period plus (a) without duplication and
to the extent deducted in determining such Consolidated Net Income, the sum for
GOODYEAR DUNLOP TIRES EUROPE BV and its Consolidated Subsidiaries of (i)
Consolidated Interest Expense for such period, (ii) income tax expense for such
period, (iii) all amounts attributable to depreciation and amortization for such
period, (iv) all non cash non-recurring charges for such period, (v) all
Rationalization Charges taken by GOODYEAR DUNLOP TIRES EUROPE BV and its
Consolidated Subsidiaries for such period, (vi) other expense for such period,
(vii) equity in losses of affiliates for such period, (viii) foreign exchange
currency losses for such period and (ix) minority interest in net income of
subsidiaries for such period, minus (b) without duplication, to the extent
included in determining such Consolidated Net Income (except with respect to
(ii) and (iii) below), (i) any non cash extraordinary gains for such period,
(ii) cash expenditures (other than Rationalization Charges) during such period
in respect of items that resulted in non-cash non-recurring charges during any
prior period after March 31, 2003, (iii) Excess J.V. Cash Rationalization
Charges, (iv) other income for such period, (v) equity in earnings of affiliates
for such period, (vi) foreign exchange currency gains for such period and (vii)
minority interest in net losses of subsidiaries for such period, all determined
on a consolidated basis in accordance with GAAP. Consolidated European J.V.
EBITDA for any period of four consecutive fiscal quarters will be determined in
Euros based upon the Exchange Rate in effect on the last day of the applicable
period.

"CONSOLIDATED INTEREST EXPENSE" of any Person means, for any period the sum of,
without duplication, (a) the consolidated interest expense (including imputed
interest expense in respect of Capital Lease Obligations and excluding fees and
other origination costs included in interest expense and arising from
Indebtedness incurred at any time) of such Person and its

<PAGE>
                                    - 241 -

Consolidated Subsidiaries for such period, determined in accordance with GAAP
but excluding capitalized interest, (b) all cash dividends paid during such
period in respect of Permitted Preferred Stock and (c) all finance expense
related to Securitization Transactions, excluding amortization of origination
and other fees.

"CONSOLIDATED NET INCOME" of any Person means, for any period, the net income or
loss of such Person and its Consolidated Subsidiaries for such period determined
in accordance with GAAP.

"CONSOLIDATED NET J.V. INDEBTEDNESS" means, at any date, (a) the sum for
GOODYEAR DUNLOP TIRES EUROPE BV and its Consolidated Subsidiaries at such date,
without duplication, of (i) all Indebtedness (other than obligations in respect
of Swap Agreements) that is included on GOODYEAR DUNLOP TIRES EUROPE BV's
consolidated balance sheet, (ii) all Capital Lease Obligations, (iii) all
synthetic lease financings and (iv) all Securitization Transactions, minus (b)
the aggregate amount of cash, cash equivalents and Permitted Investments in
excess of $100,000,000 held at such time by the European J.V. and its
Consolidated Subsidiaries, all determined in accordance with GAAP. For purposes
of computing Consolidated Net J.V. Indebtedness, (A) the amount of any synthetic
lease financing shall equal the amount that would be capitalized in respect of
such lease if it were a Capital Lease Obligation, and (B) Indebtedness owing by
GOODYEAR DUNLOP TIRES EUROPE BV or any of its Consolidated Subsidiaries to
GOODYEAR or any of its Consolidated Subsidiaries shall be disregarded.
Consolidated Net J.V. Indebtedness will be determined in Euros based upon the
Exchange Rate in effect on the last day of the applicable period.

"CONSOLIDATED NET SECURED INDEBTEDNESS" means, at any date, (a) the sum for
GOODYEAR and its Consolidated Subsidiaries for such period, without duplication,
of (i) all Indebtedness (other than obligations in respect of Swap Agreements)
that is included on GOODYEAR's consolidated balance sheet and is secured by any
assets of Goodyear or a Consolidated Subsidiary, (ii) all Capital Lease
Obligations, (iii) all synthetic lease financings, (iv) all Indebtedness of
South Pacific Tyres that is secured by any of its assets or assets of Goodyear
or a Consolidated Subsidiary and (v) all Securitization Transactions, minus (b)
the aggregate amount of cash, cash equivalents and Permitted Investments in
excess of $400,000,000 held at such time by GOODYEAR and the Consolidated
Subsidiaries, all determined in accordance with GAAP. For purposes of computing
Consolidated Net Secured Indebtedness, the amount of any synthetic lease
financing shall equal the amount that would be capitalized in respect of such
lease if it were a Capital Lease Obligation.

"EXCESS CASH RATIONALIZATION CHARGES" means, for any period, (i) with respect to
GOODYEAR, cash expenditures of GOODYEAR and its Consolidated Subsidiaries with
respect to Rationalization Charges recorded on Goodyear's consolidated income
statement after March 31, 2005; provided, however, that for such cash
expenditures incurred after March 31, 2005, Excess Cash Rationalization Charges
shall only include the aggregate amount of such cash expenditures which exceed
the sum of USD 150,000,000 plus 50% of Equity Proceeds received after the
Effective Date.

"EXCESS J.V. CASH RATIONALIZATION CHARGES" means, for any period, cash
expenditures of GOODYEAR DUNLOP TIRES EUROPE BV and its Consolidated
Subsidiaries in such period with respect to Rationalization Charges recorded on
GOODYEAR DUNLOP TIRES

<PAGE>

                                    - 242 -

EUROPE BV's consolidated income statement after March 31, 2005; provided,
however, that for such cash expenditures incurred after March 31, 2005, Excess
Cash Rationalization Charges shall only include the aggregate amount of such
cash expenditures which exceed the sum of USD 75,000,000 plus 50% of J.V. Equity
Proceeds received by GOODYEAR DUNLOP TIRES EUROPE BV after the Effective Date.

"RATIONALIZATION CHARGES" means, for any period, cash and non-cash charges
related to rationalization actions designed to reduce capacity, eliminate
redundancies and reduce costs.

"CAPITAL LEASE OBLIGATIONS", "CONSOLIDATED SUBSIDIARY", "EQUITY INTERESTS",
"EQUITY PROCEEDS", "EXCHANGE RATE", "INDEBTEDNESS", "J.V. EQUITY PROCEEDS",
"PERSON", "NET CASH PROCEEDS", "PERMITTED INVESTMENTS", "PERMITTED PREFERRED
STOCK", "SECURITIZATION TRANSACTION" and "SWAP AGREEMENTS" have the meanings
given to such terms in the European Credit Facility as in effect on the date
hereof, and any amendments thereto that have been made in connection with any
Applicable Waiver or Amendment.