<PAGE>

                                                                    EXHIBIT 4.12


                       THE GOODYEAR TIRE & RUBBER COMPANY

                 $450,000,000 11% Senior Secured Notes due 2011
            $200,000,000 Senior Secured Floating Rate Notes due 2011

                             Note Purchase Agreement

                                                                  March 12, 2004

The Investors Listed on
   Annex A Hereto

Ladies and Gentlemen:

         The Goodyear Tire & Rubber Company, an Ohio corporation (the
"COMPANY"), proposes to issue and sell $450,000,000 aggregate principal amount
of its 11% Senior Secured Notes due 2011 (the "FIXED RATE SECURITIES") and
$200,000,000 aggregate principal amount of its Senior Secured Floating Rate
Notes due 2011 (the "FLOATING RATE SECURITIES," and together with the Fixed Rate
Securities, "SECURITIES"). The Securities will be issued pursuant to an
Indenture (the "INDENTURE") to be dated as of the Closing Date (as defined
below), among the Company, the guarantors listed in Schedule 1 hereto (the
"GUARANTORS") and Wells Fargo Bank, N.A., as trustee (the "TRUSTEE"), and will
be guaranteed on a senior secured basis by each of the Guarantors identified on
Schedule 1 as a grantor and on a senior basis by each of the remaining
Guarantors (collectively, the "GUARANTEES").

         The Securities will be sold to the Investors listed in Annex A hereto
(the "INVESTORS") without being registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), in reliance upon exemptions from the
registration requirements thereof. Capitalized terms used but not defined herein
shall have the meanings given to such terms in the Indenture.

         Holders of the Securities will be entitled to the benefits of a
registration rights agreement, to be dated the Closing Date (the "REGISTRATION
RIGHTS AGREEMENT"). The Registration Rights Agreement will be in the form
attached hereto as Exhibit A. Pursuant to the Registration Rights Agreement, the
Company and the Guarantors will agree to file a registration statement with
respect to the Securities with the Securities and Exchange Commission (the
"COMMISSION") providing for the registration under the Securities Act of the
Securities or the Exchange Securities referred to (and as defined) in the
Registration Rights Agreement.

         The Securities and the Guarantees of the Guarantors indicated on
Schedule 1 as grantors will be secured by certain collateral (the "COLLATERAL"),
as more fully described and set forth in the Indenture and (a) the Intercreditor
Agreement, dated as of the Closing Date (the "INTERCREDITOR AGREEMENT"), among
the Company, the Guarantors party thereto, JPMorgan Chase Bank, as Credit Agent,
and the Trustee, (b) the Collateral Agreement, dated as of the Closing Date (the
"COLLATERAL AGREEMENT"), among the Company, the Guarantors party thereto and
Wells Fargo Bank, N.A., as collateral agent (in such capacity, the "COLLATERAL
AGENT"), (c) the Canadian Security Agreement, dated as of the Closing Date (the
"CANADIAN SECURITY AGREEMENT"), among the Company, Goodyear Canada Inc. and the
Collateral Agent, (d) a

<PAGE>

mortgage with respect to 1144 East Market Street, Akron, Ohio (the "CORPORATE
HEADQUARTERS"), to the extent that such property does not constitute a
"manufacturing facility" as defined in the Bond Agreement dated as of March 17,
1986 between the Company and Union Bank of Switzerland, Credit Suisse, Swiss
Bank Corporation and Morgan Stanley S.A. or a "Restricted Property" under (i)
the Indenture dated as of March 15, 1996 between the Company and Chemical Bank,
as trustee, as supplemented on December 3, 1996, March 11, 1998 and March 17,
1998, (ii) the Indenture dated as of March 11, 1998 between the Company and The
Chase Manhattan Bank, as trustee, as supplemented on March 14, 2000 and August
15, 2001 or (iii) the Fiscal Agency Agreement dated June 6, 2000 among the
Company, Citibank and Banque Internationale a Luxembourg and (e) foreign pledge
agreements dated as of the Closing Date between the Company and the Collateral
Agent with respect to the capital stock of each of the subsidiaries of the
Company listed on Schedule 2 hereto (the "FOREIGN PLEDGE AGREEMENTS"). The
Collateral Agreement, the Canadian Security Agreement, the mortgage on the
Corporate Headquarters, any Foreign Pledge Agreements and any other instruments
or documents entered into or delivered in connection with any of the foregoing,
or that grant or perfect a security interest in the Collateral pursuant to the
Indenture, are collectively referred to as the "SECURITY DOCUMENTS." The
Security Documents grant a security interest in the Collateral for the benefit
of the Trustee, the Collateral Agent and each holder of the Securities and any
future Other Pari Passu Lien Obligations and the successors and assigns of the
foregoing (the "SECURED PARTIES"). Pursuant to the Intercreditor Agreement, such
security interest will rank junior in priority to the security interest in the
Collateral securing any Priority Lien Obligations.

         The proceeds of the Securities will be used on the Closing Date (i) to
prepay all of the Company's U.S. Term Loan Facility in the amount of $246.5
million, (ii) to prepay part or all of the borrowings and permanently reduce
commitments under the Company's U.S. Revolving Credit Facility and (iii) for
general corporate purposes, which may include, among other things, contributions
to the Company's pension plans, the temporary repayment of the Company's U.S.
Revolving Credit Facility and the revolving portions of the Company's ABL
Facilities and European Credit Facilities, and prepayment or repurchase of debt,
whether through negotiated or open-market purchases, tender offers or other
available means.

         The Company hereby confirms its agreement with the several Investors
concerning the purchase and resale of the Securities, as follows:

         1.       Purchase of the Securities. (a) The Company agrees to issue
and sell the Securities to the several Investors as provided in this Agreement,
and each Investor, on the basis of the representations, warranties and
agreements set forth herein and subject to the conditions set forth herein,
agrees, severally and not jointly, to purchase from the Company the respective
principal amount of Securities set forth on such Investor's signature page to
this Agreement at a price equal to 99.413% of the principal amount thereof with
respect to the Fixed Rate Securities and 100% of the principal amount thereof
with respect to the Floating Rate Securities. The Company will not be obligated
to deliver any of the Securities except upon payment for all the Securities to
be purchased as provided herein.

         (b)      Each Investor severally and not jointly, represents, warrants
to the Company and the Guarantors and agrees that:

                                       2
<PAGE>

                  (i)      It is an accredited investor within the meaning of
         Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

                  (ii)     It is purchasing Securities for its own account and
         not with a view to the distribution thereof; provided that the
         disposition of their property (including the Securities) shall at all
         times be within their control.

                  (iii)    It acknowledges that the Securities have not been
         registered under the Securities Act and may be resold only if
         registered pursuant to the provisions of the Securities Act or if an
         exemption from registration is available.

                  (iv)     It is (A) a sophisticated investor and has such
         knowledge and experience in financial and business matters and
         expertise in assessing credit risk, (B) capable of evaluating the
         merits, risks and suitability of investing in the Securities, (C) has
         been afforded the opportunity to ask questions of and receive answers
         from the Company regarding the Company and its affiliates, (D) aware
         that there may be material non-public information with respect to the
         Securities and the Company that the Company would be willing to provide
         to the Investor and that the Investor has either received or decided in
         its sole discretion not to request and (E) able to bear the economic
         risks of, and an entire loss of, its investment in the Securities.

                  (v)      It has determined, based on its own independent
         review and such professional advice as it has deemed appropriate under
         the circumstances, that its acquisition of the Securities (A) is fully
         consistent with its (or if such Investor is acquiring the Securities in
         a fiduciary capacity, the beneficiary's) financial need, objectives and
         condition, (B) complies and is fully consistent with all investment
         policies, guidelines and restrictions applicable to such Investor
         (whether acquiring the Securities as principal or in a fiduciary
         capacity), and (C) is a proper and suitable investment for such
         Investor (or if such Investor is acquiring the Securities in a
         fiduciary capacity, for the beneficiary), notwithstanding the risks
         inherent in investing in or holding the Securities.

                  (vi)     It has not solicited offers for, or offered or sold,
         and will not solicit offers for, or offer or sell, the Securities by
         means of any form of general solicitation or general advertising within
         the meaning of Rule 502(c) of Regulation D under the Securities Act
         ("REGULATION D") or in any manner involving a public offering within
         the meaning of Section 4(2) of the Securities Act.

                  (vii)    It will offer, sell or transfer Securities only in
         accordance with the restrictions set forth in Annex B hereto.

         (c)      Each Investor acknowledges and agrees that the Company and,
for purposes of the opinions to be delivered to the Investors pursuant to
Sections 5(e), counsel for the Company, may rely upon the accuracy of the
representations and warranties of the Investors, and compliance by the Investors
with their agreements, contained in paragraph (b) above (including Annex B
hereto), and each Investor hereby consents to such reliance.

                                       3
<PAGE>

         (d)      The Company acknowledges and agrees that the Investors may
offer and sell Securities to or through any affiliate of an Investor and that
any such affiliate may offer and sell Securities purchased by it to or through
any Investor; provided that any such offers or sales shall be made in accordance
with this Agreement.

         (e)      Each Investor agrees to maintain the confidentiality of any
Information (as defined below) it receives except that Information may be
disclosed (i) to its and its affiliates' directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being
understood that the persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential in accordance with the terms of this Section 1(e) and
such Investor will be responsible for any breach by any such persons of the
provisions of this Section 1(e)), (ii) to the extent requested or demanded by
any regulatory authority having jurisdiction over such Investor or its
affiliates, (iii) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (iv) in connection with the exercise of
any remedies hereunder or any suit, action or proceeding relating to this
Agreement or the Securities or the enforcement of rights hereunder or
thereunder, (v) with the written consent of the Company or (vi) to the extent
such Information (A) becomes publicly available other than as a result of a
breach of this paragraph (e) or (B) becomes available to the Investor on a
nonconfidential basis from a source other than the Company. For the purposes of
this paragraph (e), "Information" means all information received from the
Company, if any, relating to the Company or its business, other than any such
information that is available to any Investor on a nonconfidential basis prior
to disclosure by the Company; provided that in the case of information received
from the Company after the date hereof, such information is clearly identified
at the time of delivery as confidential.

         (f)      Each Investor, severally and not jointly, represents and
warrants that the purchase, holding and/or transfer of the Securities will not
give rise to a transaction described in Section 406 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") or Section 4975(c)(1) of the
Internal Revenue Code of 1986, as amended (the "CODE") for which a statutory or
administrative exemption is unavailable and will not violate any provisions of
any applicable Federal, state, local, non-United States or other laws, rules or
regulations that are similar to such provisions of ERISA and the Code.

         2.       Payment and Delivery. (a) Payment for and delivery of the
Securities will be made at the offices of Covington & Burling at 9:00 a.m., New
York City time or as soon thereafter as practicable, on March 12, 2004, or at
such other time or place on the same or such other date as the Investors and the
Company may agree upon. The time and date of such payment and delivery is
referred to herein as the "CLOSING DATE".

         (b)      Payment for the Securities shall be made by wire transfer in
immediately available funds to the account(s) specified by the Company to the
Investors against delivery to the Investors of the certificates representing the
Securities, with any transfer taxes payable in connection with the sale of the
Securities by the Company to the Investors duly paid by the Company. Upon
delivery, the Securities shall be in definitive form, registered in such names
and in such denominations as each Investor shall have requested in writing not
less than two business days prior to the Closing Date. The Company agrees to
make one or more specimen certificates

                                       4
<PAGE>

evidencing the Securities available for inspection by the Investors not later
than 2:00 P.M., New York City time, on the business day prior to the Closing
Date.

         3.       Representations and Warranties of the Company and the
Guarantors. The Company and the Guarantors jointly and severally represent and
warrant to each Investor that:

         (a)      No Material Adverse Change. Since the Company's Quarterly
Report for the quarter ended September 30, 2003 (the "THIRD QUARTER REPORT"),
except as disclosed in the Offering Memorandum dated March 9, 2004 (including
any documents incorporated therein by reference and as supplemented or amended
prior to the date hereof, the "OFFERING MEMORANDUM"), including the results of
the pending internal investigation and investigation by the Commission described
therein, (i) there has not been any change in the capital stock or long-term
debt of the Company or any of its subsidiaries that is material to the Company
and its subsidiaries taken as a whole, or any dividend or distribution of any
kind declared, set aside for payment, paid or made by the Company on any class
of its capital stock, or any material adverse change (or change that would
reasonably be expected to have a material adverse change) in the business,
properties, financial position or results of operations of the Company and its
subsidiaries taken as a whole; (ii) neither the Company nor any of its
subsidiaries has entered into any transaction or agreement that is material to
the Company and its subsidiaries taken as a whole or incurred any liability or
obligation, direct or contingent, that is material to the Company and its
subsidiaries taken as a whole, in each case other than in the ordinary course of
business; and (iii) neither the Company nor any of its subsidiaries has
sustained any loss or interference with its business that is material to the
Company and its subsidiaries taken as a whole from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor
disturbance or dispute or any action, order or decree of any court or arbitrator
or governmental or regulatory authority.

         (b)      Organization and Good Standing. The Company and each of the
Guarantors have been duly organized and are validly existing and in good
standing under the laws of their respective jurisdictions of organization, are
duly qualified to do business and are in good standing in each jurisdiction in
which their respective ownership or lease of property or the conduct of their
respective businesses requires such qualification, and have all requisite power
and authority necessary to own or hold their respective properties and to
conduct the businesses in which they are engaged, except where the failure to be
so qualified, in good standing or have such power or authority would not,
individually or in the aggregate, have a material adverse effect on the
business, properties, financial position or results of operations of the Company
and its subsidiaries taken as a whole or on the performance by the Company and
the Guarantors of their obligations under the Securities and the Guarantees (a
"MATERIAL ADVERSE EFFECT"). As of December 31, 2002, there were no subsidiaries
of the Company that were significant subsidiaries, other than those listed in
Schedule 3 to this Agreement.

         (c)      Capitalization. The Company's authorized capital stock is as
set forth in the Offering Memorandum; and all the outstanding shares of capital
stock or other equity interests of each Guarantor and significant subsidiary of
the Company have been duly and validly authorized and issued, are fully paid and
non-assessable (except, in the case of any foreign subsidiary, for directors'
qualifying shares) and the capital stock or other equity interests of each
Guarantor and

                                       5
<PAGE>

each significant subsidiary of the Company owned directly or indirectly by the
Company, is owned free and clear of any lien, charge, encumbrance or security
interest, other than (i) Permitted Liens or (ii) any such lien, charge,
encumbrance or security interest securing Priority Lien Obligations.

         (d)      Due Authorization. The Company and each of the Guarantors have
full right, power and authority to execute and deliver this Agreement, the
Securities, the Indenture (including each Guarantee set forth therein), the
Exchange Securities, the Registration Rights Agreement, the Security Documents
and the Intercreditor Agreement (collectively, the "TRANSACTION DOCUMENTS") and
to perform their respective obligations hereunder and thereunder; and all action
required to be taken for the due and proper authorization, execution and
delivery of each of the Transaction Documents and the consummation of the
transactions contemplated thereby has been duly and validly taken.

         (e)      The Indenture. The Indenture has been duly authorized by the
Company and each of the Guarantors and, when duly executed and delivered in
accordance with its terms by each of the parties thereto, will constitute a
valid and legally binding agreement of the Company and each of the Guarantors
enforceable against the Company and each of the Guarantors in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally or by equitable principles relating to
enforceability, regardless of whether considered in a proceeding in equity or at
law (collectively, the "ENFORCEABILITY EXCEPTIONS"); and on the Closing Date,
the Indenture will conform in all material respects to the requirements of the
Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"), and the
rules and regulations of the Commission applicable to an indenture that is
qualified thereunder.

         (f)      The Securities and the Guarantees. The Securities have been
duly authorized by the Company and, when duly executed, authenticated, issued
and delivered as provided in the Indenture and paid for as provided herein, will
be duly and validly issued and outstanding and will constitute valid and legally
binding obligations of the Company enforceable against the Company in accordance
with their terms, subject to the Enforceability Exceptions, and will be entitled
to the benefits of the Indenture; and the Guarantees have been duly authorized
by each of the Guarantors and, when the Securities have been duly executed,
authenticated, issued and delivered as provided in the Indenture and paid for as
provided herein, will be valid and legally binding obligations of each of the
Guarantors, enforceable against each of the Guarantors in accordance with their
terms, subject to the Enforceability Exceptions, and will be entitled to the
benefits of the Indenture.

         (g)      The Exchange Securities. On the Closing Date, the Exchange
Securities (including the related guarantees) will have been duly authorized by
the Company and each of the Guarantors and, when duly executed, authenticated,
issued and delivered as contemplated by the Registration Rights Agreement, will
be duly and validly issued and outstanding and will constitute valid and legally
binding obligations of the Company, as issuer, and each of the Guarantors, as
guarantor, enforceable against the Company and each of the Guarantors in
accordance with their terms, subject to the Enforceability Exceptions, and will
be entitled to the benefits of the Indenture.

                                       6
<PAGE>

         (h)      Purchase and Registration Rights Agreement. This Agreement has
been duly authorized, executed and delivered by the Company and each of the
Guarantors; and the Registration Rights Agreement has been duly authorized by
the Company and each of the Guarantors and, when duly executed and delivered in
accordance with its terms by each of the parties thereto, will constitute a
valid and legally binding agreement of the Company and each of the Guarantors
enforceable against the Company and each of the Guarantors in accordance with
its terms, subject to the Enforceability Exceptions, and except that rights to
indemnity and contribution thereunder may be limited by applicable law and
public policy.

         (i)      Other Transaction Documents. Each of the Security Documents
and the Intercreditor Agreement have been duly authorized by the Company and
each of the Guarantors (to the extent a party thereto), and on the Closing Date,
will be duly executed and delivered by the Company and each of the Guarantors
(to the extent a party thereto) and, when duly executed and delivered in
accordance with its terms by each of the parties thereto, will constitute a
valid and legally binding agreement of the Company and each of the Guarantors
(to the extent a party thereto) enforceable against the Company and each of the
Guarantors (to the extent a party thereto) in accordance with its terms, subject
to the Enforceability Exceptions.

         (j)      No Violation or Default. Neither the Company nor any of its
subsidiaries is (i) in violation of its charter or by-laws or similar
organizational documents; (ii) in default, and no event has occurred that, with
notice or lapse of time or both, would constitute such a default, in the due
performance or observance of any term, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound or to which any of the
property or assets of the Company or any of its subsidiaries is subject; or
(iii) in violation of any law or statute or any judgment, order, rule or
regulation of any court or arbitrator or governmental or regulatory authority,
except, in the case of clauses (i) (solely with respect to subsidiaries that are
not Guarantors or Material Foreign Subsidiaries), (ii) and (iii) above, for any
such default or violation that would not, individually or in the aggregate, have
a Material Adverse Effect.

         (k)      No Conflicts. The execution, delivery and performance by the
Company and each of the Guarantors of each of the Transaction Documents to which
each is a party, the issuance and sale of the Securities (including the
Guarantees) and compliance by the Company and each of the Guarantors with the
terms thereof and the consummation of the transactions contemplated by the
Transaction Documents will not (i) conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
or result in the creation or imposition of any lien, charge or encumbrance
(except liens, charges or encumbrances created or imposed under the Transaction
Documents) upon any property or assets of the Company or any of its subsidiaries
pursuant to, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries is bound or to which
any of the property or assets of the Company or any of its subsidiaries is
subject, (ii) result in any violation of the provisions of the charter or
by-laws or similar organizational documents of the Company or any of its
subsidiaries or (iii) result in the violation of any law or statute or any
judgment, order, rule or regulation of any court or arbitrator or governmental
or regulatory authority, except, in the case of clauses (i)

                                       7
<PAGE>

(solely with respect to subsidiaries that are not Guarantors or Material Foreign
Subsidiaries), (ii) and (iii) above, for any such conflict, breach or violation
that would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.

         (l)      No Consents Required. No consent, approval, authorization,
order, registration or qualification of or with any court or arbitrator or
governmental or regulatory authority is required for the execution, delivery and
performance by the Company and each of the Guarantors of each of the Transaction
Documents to which each is a party, the issuance and sale of the Securities
(including the Guarantees) and compliance by the Company and each of the
Guarantors with the terms thereof and the consummation of the transactions
contemplated by the Transaction Documents, except for such consents, approvals,
authorizations, orders and registrations or qualifications as may be required
(i) under applicable state securities laws in connection with the purchase and
resale of the Securities by the Investors, (ii) with respect to the Exchange
Securities (including the related guarantees) under the Securities Act and
applicable state securities laws as contemplated by the Registration Rights
Agreement and (iii) that if not obtained or made, would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

         (m)      Legal Proceedings. Except as disclosed in the Offering
Memorandum, there are no legal, governmental or regulatory investigations,
actions, suits or proceedings pending to which the Company or any of its
subsidiaries is a party or to which any property of the Company or any of its
subsidiaries is the subject as to which there is a reasonable possibility of an
adverse determination and that, if adversely determined would reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect;
and, to the knowledge of the Company, no such investigations, actions, suits or
proceedings are threatened or contemplated by any governmental or regulatory
authority or threatened by others.

         (n)      Independent Accountants. PricewaterhouseCoopers LLP, who have
certified certain consolidated financial statements of the Company and its
consolidated subsidiaries are, to the Company's knowledge after consultation
with PricewaterhouseCoopers LLP, independent public accountants with respect to
the Company and its subsidiaries within the meaning of Rule 101 of the Code of
Professional Conduct of the American Institute of Certified Public Accountants
and its interpretations and rulings thereunder.

         (o)      Title to Real and Personal Property. Except as disclosed in
the Offering Memorandum, the Company and its subsidiaries have good and
marketable title in fee simple to, or have valid rights to lease or otherwise
use, all items of real and personal property of the Company and its
subsidiaries, except any failures that (i) do not materially interfere with the
use made and proposed to be made of such property by the Company and its
subsidiaries or (ii) would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect. There are no Liens on the
Collateral other than (i) Liens existing on the Closing Date and set forth on
Schedule 4 and (ii) Permitted Collateral Liens (other than those specified in
Section (4) of the definition thereof).

         (p)      Title to Intellectual Property. The Company and its
subsidiaries own, license or otherwise possess adequate rights to use all
material patents, patent applications, trademarks, service marks, trade names,
trademark registrations, service mark registrations, copyrights, licenses and
know-how (including trade secrets and other unpatented and/or unpatentable

                                       8
<PAGE>

proprietary or confidential information, systems or procedures) necessary for
the conduct of their respective businesses, except where the failure to own,
license or otherwise possess such rights would not reasonably be expected to
have a Material Adverse Effect; and the conduct of their respective businesses
will not conflict in any material respect with any such rights of others, and
the Company and, to the Company's knowledge, its subsidiaries, have not received
written notice of any claim of infringement of or conflict with any such rights
of others, except such conflicts or infringements that, if adversely determined
against the Company or any of its subsidiaries, would not reasonably be expected
to have a Material Adverse Effect.

         (q)      Investment Company Act and Holding Company Status. Neither the
Company nor any of the Guarantors is, and after giving effect to the offering
and sale of the Securities and the application of the proceeds thereof as
described in this Agreement none of them will be, an "investment company" or an
entity "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, and the rules and regulations of the
Commission thereunder (collectively, "INVESTMENT COMPANY Act"). Neither the
Company nor any of the Guarantors is, and after giving effect to the offering
and sale of the Securities and the application of the proceeds thereof as
described in this Agreement none of them will be, a "holding company" as defined
in, or subject to regulation under, the Public Utility Holding Company Act of
1935, as amended.

         (r)      Taxes. (i) The Company and its subsidiaries have paid all
federal, state, local and foreign taxes (except for such taxes that are not yet
delinquent or that are being contested in good faith and by proper proceedings)
and filed all tax returns required to be paid or filed through the date hereof,
except in each case where the failure to pay or file would not reasonably be
expected to have a Material Adverse Effect; and (ii) except as would not
reasonably be expected to have a Material Adverse Effect, there is no tax
deficiency that has been, or would reasonably be expected to be, asserted
against the Company or any of its subsidiaries or any of their respective
properties or assets.

         (s)      Licenses and Permits. The Company and its subsidiaries possess
all licenses, certificates, permits and other authorizations issued by, and have
made all declarations and filings with, the appropriate federal, state, local or
foreign governmental or regulatory authorities that are necessary for the
ownership or lease of their respective properties or the conduct of their
respective businesses, except where the failure to possess or make the same
would not, individually or in the aggregate, have a Material Adverse Effect; and
except as would not reasonably be expected to have a Material Adverse Effect,
neither the Company, nor to the Company's knowledge any of its subsidiaries, has
received written notice of any revocation or modification of any such license,
certificate, permit or authorization and does not have any reason to believe
that any such license, certificate, permit or authorization will not be renewed
in the ordinary course.

         (t)      No Labor Disputes. No labor disturbance by or dispute with
employees of the Company or any of its subsidiaries exists or, to the best
knowledge of the Company, is contemplated or threatened, in each case that would
be reasonably expected to have a Material Adverse Effect.

                                       9
<PAGE>

         (u)      Compliance With Environmental Laws. Except as disclosed in the
Offering Memorandum, the Company and its subsidiaries (i) are in compliance with
any and all applicable federal, state, local and foreign laws, rules,
regulations, decisions and orders relating to the protection of human health and
safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants (collectively, "ENVIRONMENTAL LAWS"); (ii) have received and are
in compliance with all permits, licenses or other approvals required of them
under applicable Environmental Laws to conduct their respective businesses; and
(iii) have not received notice of any actual or potential liability for the
investigation or remediation of any disposal or release of hazardous or toxic
substances or wastes, pollutants or contaminants, except in any such case for
any such failure to comply with, or failure to receive required permits,
licenses or approvals, or liability, as would not, individually or in the
aggregate, have a Material Adverse Effect.

         (v)      Compliance With ERISA. Except as disclosed in the Offering
Memorandum, (i) each employee benefit plan, within the meaning of Section 3(3)
of ERISA, that is maintained, administered or contributed to by the Company or
any of its affiliates for employees or former employees of the Company and its
affiliates is in compliance in all material respects with its terms and the
requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Code; (ii) no prohibited transaction,
within the meaning of Section 406 of ERISA or Section 4975 of the Code, has
occurred with respect to any such plan excluding transactions effected pursuant
to a statutory or administrative exemption that is reasonably likely to result
in a Material Adverse Effect; and (iii) for each such plan that is subject to
the funding rules of Section 412 of the Code or Section 302 of ERISA, no
"accumulated funding deficiency" as defined in Section 412 of the Code has been
incurred, whether or not waived.

         (w)      Accounting Controls; Sarbanes Oxley. Except as may be
determined in connection with the pending internal investigation or
investigation by the Commission and as otherwise disclosed in the Offering
Memorandum or as would not reasonably be expected to have a Material Adverse
Effect, (i) the Company and its subsidiaries maintain systems of internal
accounting controls sufficient to provide reasonable assurance that (A)
transactions are executed in accordance with management's general or specific
authorizations; (B) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting
principles and to maintain asset accountability; (C) access to assets is
permitted only in accordance with management's general or specific
authorization; and (D) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences; and (ii) there is and has been no failure on the
part of the Company and any of the Company's directors or officers, in their
capacities as such, to comply with any provision of the Sarbanes Oxley Act of
2002 and the rules and regulations promulgated in connection therewith (the
"SARBANES OXLEY ACT"), including Section 402 related to loans and Sections 302
and 906 related to certifications.

         (x)      Insurance. Except as would not reasonably be expected to have
a Material Adverse Effect, (i) the Company and its subsidiaries have insurance
covering their respective properties, operations, personnel and businesses,
including business interruption insurance, which insurance is in amounts and
insures against such losses and risks as are customary among companies of
established reputation engaged in the same or similar businesses and operating
in

                                       10
<PAGE>

the same or similar locations and (ii) the Company does not have any reason to
believe that it or any of its subsidiaries will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage at reasonable cost as may be necessary to continue its
business.

         (y)      No Unlawful Payments. Except as would not have a Material
Adverse Effect, neither the Company nor any of its subsidiaries nor, to the
knowledge of the Company, any director, officer, agent, employee or other person
associated with or acting on behalf of the Company or any of its subsidiaries
has (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expense relating to political activity; (ii)
made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; (iii) violated or is in
violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv)
made any bribe, rebate, payoff, influence payment, kickback or other unlawful
payment.

         (z)      Solvency. On the Closing Date, the Company (after giving
effect to the issuance of the Securities and the application of the proceeds
therefrom) will be Solvent. As used in this paragraph, the term "SOLVENT" means
that (i) the present fair market value (or present fair saleable value) of the
assets of the Company is not less than the total amount required to pay the
liabilities of the Company on its total existing debts and liabilities
(including contingent liabilities) (which liabilities are calculated for
purposes of this representation in the manner used in the preparation of the
Company's consolidated financial statements) as they become absolute and
matured; (ii) the Company is able to realize upon its assets and pay its debts
and other liabilities, contingent obligations and commitments as they mature and
become due in the normal course of business (assuming the ability to refinance
existing obligations); (iii) the Company is not incurring debts or liabilities
beyond its ability to pay as such debts and liabilities mature (assuming the
ability to refinance existing obligations); and (iv) the Company is not engaged
in any business or transaction, and does not propose to engage in any business
or transaction, for which it has unreasonably small capital.

         (aa)     No Broker's Fees. Neither the Company nor any of its
subsidiaries is a party to any contract, agreement or understanding with any
person that would give rise to a valid claim against any Investor for a
brokerage commission, finder's fee or like payment in connection with the
offering and sale of the Securities.

         (bb)     Future Rule 144A Eligibility. On the Closing Date, no series
of the Securities will be of the same class as securities listed on a national
securities exchange registered under Section 6 of the Exchange Act or quoted in
an automated inter-dealer quotation system.

         (cc)     No Integration. Neither the Company nor any of its affiliates
(as defined in Rule 501(b) of Regulation D) has, directly or through any agent,
sold, offered for sale, solicited offers to buy or otherwise negotiated in
respect of, any security (as defined in the Securities Act), that is or will be
integrated with the sale of the Securities in a manner that would require
registration of the Securities under the Securities Act.

         (dd)     No General Solicitation or Directed Selling Efforts. None of
the Company or any of its affiliates or any other person acting on its or their
behalf (other than J.P. Morgan Securities

                                       11
<PAGE>

Inc., Citigroup Global Markets Inc. and Credit Suisse First Boston
(collectively, the "PLACEMENT AGENTS") or the Investors, as to which no
representation is made) has (i) solicited offers for, or offered or sold, the
Securities by means of any form of general solicitation or general advertising
within the meaning of Rule 502(c) of Regulation D or in any manner involving a
public offering within the meaning of Section 4(2) of the Securities Act or (ii)
engaged in any directed selling efforts within the meaning of Regulation S under
the Securities Act ("REGULATION S"), and all such persons have complied with the
offering restrictions requirement of Regulation S.

         (ee)     Securities Law Exemptions. Assuming the accuracy of the
representations and warranties of the Investors contained in Section 1(b) and
their compliance with their agreements set forth therein, it is not necessary,
in connection with the issuance and sale of the Securities to the Investors and
any resale of the Securities by the Investors in accordance with the
requirements of this Agreement, to register the Securities under the Securities
Act or to qualify the Indenture under the Trust Indenture Act.

         (ff)     No Stabilization. Neither the Company nor any of the
Guarantors has taken, directly or indirectly, any action designed to or that
could reasonably be expected to cause or result in any stabilization or
manipulation of the price of the Securities.

         (gg)     Margin Rules. Neither the issuance, sale and delivery of the
Securities nor the application of the proceeds thereof by the Company as
described in this Agreement will violate Regulation T, U or X of the Board of
Governors of the Federal Reserve System or any other regulation of such Board of
Governors.

         (hh)     Security Interests. On and as of the Closing Date:

                  (i)      Upon (A) delivery to the Credit Agent of the
         certificated securities representing or evidencing the Pledged
         Securities (as defined in the Collateral Agreement) together with
         instruments of transfer duly executed in blank in accordance with the
         Collateral Agreement (or in the case of certificates or instruments
         representing or evidencing Collateral which are then in the possession
         of the Credit Agent, upon the execution and delivery of the
         Intercreditor Agreement) the Collateral Agreement will create, to the
         extent contemplated thereby, a perfected security interest in all
         right, title and interest of the Company and the Grantors in such
         certificated securities to the extent perfection is governed by the
         Uniform Commercial Code (the "UCC"), as in effect in the applicable
         jurisdiction and (B) in the case of Collateral not constituting
         certificated securities or instruments, the filing of UCC financing
         statements or, in the case of such Collateral of Goodyear Canada Inc.
         ("GOODYEAR CANADA"), Personal Property Security Act ("PPSA") financing
         statements, in appropriate form in the offices specified in the
         Perfection Certificate, the Collateral Agreement will create a
         perfected security interest (or hypothec, as applicable) in all right,
         title and interest of the Company and the Grantors in Collateral other
         than the certificated Pledged Securities (as defined in the Collateral
         Agreement), to the extent perfection can be obtained by filing UCC
         financing statements or PPSA financing statements, as applicable, in
         such jurisdictions.

                  (ii)     Upon the recordation of the Collateral Agreement with
         the United States Patent and Trademark Office, the Collateral Agreement
         will create a perfected security

                                       12
<PAGE>

         interest on all right, title and interest of the Collateral consisting
         of Material Intellectual Property (as defined in the Collateral
         Agreement) in which a security interest may be perfected by such
         recordation in the United States Patent and Trademark Office.

                  (iii)    Upon the recordation of the Collateral Agreement with
         the Federal Aviation Administration, the Collateral Agreement will
         create a perfected security interest on all right, title and interest
         of the Collateral consisting of Aircraft Collateral (as defined in the
         Collateral Agreement) in which a security interest may be perfected by
         such recordation in the Federal Aviation Administration.

                  (iv)     The mortgage on the Corporate Headquarters, upon
         execution and delivery by the parties thereto, will create in favor of
         the Collateral Agent, for the benefit of the Secured Parties, a legal,
         valid and enforceable Lien on all the Company's right, title and
         interest in and to the Corporate Headquarters and the proceeds thereof,
         subject to the Enforceability Exceptions, and when the mortgage has
         been filed in Summit county, Ohio, the mortgage will create a perfected
         lien on all right, title and interest of the Company in the Corporate
         Headquarters and the proceeds thereof.

         (ii)     Perfection Certificate. The Perfection Certificate is not
incorrect in any respect material to the rights or interests of the Holders of
the Securities.

         (jj)     Offering Memorandum; Reporting Requirements. As of the Closing
Date, the Offering Memorandum will not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading; provided that, with respect to any projected financial
information set forth therein, the Company represents only that such information
was prepared in good faith based upon assumptions believed to be reasonable at
the time. The Company is subject to the reporting requirements of Section 13 or
Section 15(d) of the Exchange Act, and except as disclosed in the Offering
Memorandum, including the results of the pending internal investigation and
investigation by the Commission described therein, the Company is in compliance
with such requirements, except where any non-compliance would not reasonably be
expected to have a Material Adverse Effect.

         (kk)     Collateral. The Collateral consists of all assets of the
Company and the Grantor Subsidiary Guarantors pledged to secure the U.S. Bank
Indebtedness and the ABL Bank Indebtedness, other than Additional Excluded
Collateral.

         4.       Further Agreements of the Company and the Guarantors. The
Company and each of the Guarantors jointly and severally covenant and agree with
each Investor that:

         (a)      Blue Sky Compliance. The Company will cooperate with the
Investors and their counsel to qualify the Securities for offer and sale under
the securities or Blue Sky laws of such jurisdictions as any Investor shall
reasonably request and will continue such qualifications in effect so long as
required for the offering and resale of the Securities; provided that neither
the Company nor any of the Guarantors shall be required to (i) qualify as a
foreign corporation or other entity or as a dealer in securities in any such
jurisdiction where it would not otherwise be required to so qualify, (ii) take
any action that would subject it to general service of process in

                                       13
<PAGE>

any such jurisdiction or (iii) take any action that would subject itself to
taxation in any such jurisdiction if it is not otherwise so subject.

         (b)      Use of Proceeds. The proceeds of the Securities will be used
on the Closing Date (i) to prepay part or all of the Company's U.S. Term Loan
Facility in the amount of $246.5 million, (ii) to prepay part or all of the
borrowings and permanently reduce commitments under the Company's U.S. Revolving
Credit Facility and (iii) for general corporate purposes, which may include,
among other things, contributions to the Company's pension plans, the temporary
repayment of the Company's U.S. Revolving Credit Facility and the revolving
portions of the Company's ABL Facilities and European Credit Facilities, and
prepayment or repurchase of debt, whether through negotiated or open-market
purchases, tender offers or other available means.

         (c)      Supplying Information. While the Securities remain outstanding
and are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, the Company and each of the Guarantors will, during any period
in which the Company is not subject to and in compliance with Section 13 or
15(d) of the Exchange Act, furnish, as soon as practicable after such
information is available, to holders of the Securities and any prospective
purchasers of the Securities designated by such holders, upon the request of
such holders or such prospective purchasers, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

         (d)      PORTAL and DTC. The Company, once the Securities become
eligible for resale pursuant to Rule 144A under the Securities Act, will arrange
for the Securities to be designated Private Offerings, Resales and Trading
through Automated Linkages ("PORTAL") Market securities in accordance with the
rules and regulations adopted by the National Association of Securities Dealers,
Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to
be eligible for clearance and settlement through The Depository Trust Company
("DTC").

         (e)      No Resales by the Company. Until the issuance of the Exchange
Securities or the effectiveness of a registration statement under the Securities
Act covering the Securities, the Company will not, and will not permit any of
its affiliates (as defined in Rule 144 under the Securities Act) to, resell any
of the Securities that have been acquired by any of them, except for Securities
purchased by the Company or any of its affiliates and resold in a transaction
registered under the Securities Act.

         (f)      No Integration. Neither the Company nor any of its affiliates
(as defined in Rule 501(b) of Regulation D) will, directly or through any agent,
sell, offer for sale, solicit offers to buy or otherwise negotiate in respect
of, any security (as defined in the Securities Act), that is or will be
integrated with the sale of the Securities in a manner that would require
registration of the Securities under the Securities Act.

         (g)      No General Solicitation or Directed Selling Efforts. None of
the Company or any of its affiliates or any other person acting on its or their
behalf (other than the placement agents, as to which no covenant is given) will
(i) solicit offers for, or offer or sell, the Securities by means of any form of
general solicitation or general advertising within the meaning of

                                       14
<PAGE>

Rule 502(c) of Regulation D or in any manner involving a public offering within
the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed
selling efforts within the meaning of Regulation S, and all such persons will
comply with the offering restrictions requirement of Regulation S.

         (h)      Investment Company Act. For so long as the Securities are
outstanding, neither the Company nor any of the Guarantors will be or become, or
be or become owned by, an open-end investment company, unit investment trust or
face-amount certificate company that is or is required to be registered under
Section 8 of the Investment Company Act, and will not be or become owned by a
closed-end investment company required to be registered, but not registered
thereunder.

         (i)      No Stabilization. Neither the Company nor any of the
Guarantors will take, directly or indirectly, any action designed to or that
could reasonably be expected to cause or result in any stabilization or
manipulation of the price of the Securities.

         5.       Conditions of Investors' Obligations. The obligation of each
Investor to purchase Securities on the Closing Date as provided herein is
subject to the performance by the Company and each of the Guarantors of their
respective covenants and other obligations hereunder and to the following
additional conditions:

         (a)      Representations and Warranties. The representations and
warranties of the Company and the Guarantors contained herein shall be true and
correct in all respects, without regard to any "materiality" or "Material
Adverse Effect" qualifiers therein, on the date hereof and on and as of the
Closing Date; and the statements of the Company, the Guarantors and their
respective officers made in any certificates delivered pursuant to this
Agreement shall be true and correct in all respects, without regard to any
"materiality" or "Material Adverse Effect" qualifiers therein on and as of the
Closing Date, except where the failure of such representations, warranties and
statements to be true and correct, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.

         (b)      No Downgrade. Subsequent to the execution and delivery of this
Agreement, (i) no downgrading shall have occurred in the ratings accorded the
Securities or any other debt securities or preferred stock issued or guaranteed
by the Company or any of the Guarantors by any "nationally recognized
statistical rating organization", as such term is defined by the Commission for
purposes of Rule 436(g)(2) under the Securities Act; and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, or has changed its outlook with respect to, its rating of the Securities
or of any other debt securities or preferred stock issued or guaranteed by the
Company or any of the Guarantors (other than an announcement with positive
implications of a possible upgrading).

         (c)      No Material Adverse Change. Subsequent to the execution and
delivery of this Agreement, (i) there shall not have been any change in the
capital stock or long-term debt of the Company or any of its subsidiaries that
is material to the Company and its subsidiaries taken as a whole, or any
dividend or distribution of any kind declared, set aside for payment, paid or
made by the Company on any class of its capital stock, or any material adverse
change (or change that would reasonably be expected to have a material adverse
change) in the business, properties,

                                       15
<PAGE>

financial position or results of operations of the Company and its subsidiaries
taken as a whole; (ii) neither the Company nor any of its subsidiaries has
entered into any transaction or agreement that is material to the Company and
its subsidiaries taken as a whole or incurred any liability or obligation,
direct or contingent, that is material to the Company and its subsidiaries taken
as a whole, in each case other than in the ordinary course of business; and
(iii) neither the Company nor any of its subsidiaries has sustained any loss or
interference with its business that is material to the Company and its
subsidiaries taken as a whole from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor disturbance or dispute or
any action, order or decree of any court or arbitrator or governmental or
regulatory authority, the effect of which in any such case described above, is,
in the judgment of the Investors, such as to make it impracticable or
inadvisable to proceed with the offering, sale or delivery of the Securities on
the terms and in the manner contemplated by this Agreement.

         (d)      Officer's Certificate. The Investors shall have received a
certificate, dated the Closing Date, of Darren R. Wells, Vice President and
Treasurer of the Company, addressed to the Investors and stating that as of the
Closing Date, the representations and warranties of the Company in this
Agreement are true and correct in all respects, without regard to any
"materiality" or "Material Adverse Effect" qualifiers therein, on the Closing
Date, and the Company has complied in all material respects with all agreements
and satisfied all conditions on its part to be performed or satisfied hereunder
on or prior to the Closing Date and subsequent to September 30, 2003, except as
set forth in the Offering Memorandum, including the results of the pending
internal investigation and investigation by the Commission described therein,
there has been no material adverse change (or change that would reasonably be
expected to have a material adverse change) in the business, properties,
financial position or results of operations of the Company and its subsidiaries,
taken as a whole.

         (e)      Opinion of Counsel for the Company. (i) C. Thomas Harvie,
Esq., Senior Vice President, General Counsel and Secretary for the Company,
shall have furnished to the Investors, at the request of the Company, his
written opinion, dated the Closing Date and addressed to the Investors, in form
and substance reasonably satisfactory to the Investors, to the effect set forth
in Annex C hereto.

                  (ii)     Covington & Burling, counsel for the Company, shall
         have furnished to the Investors, at the request of the Company, their
         written opinion, dated the Closing Date and addressed to the Investors,
         in form and substance reasonably satisfactory to the Investors, to the
         effect set forth in Annex D hereto.

                  (iii)    Ohio counsel for the Company shall have furnished to
         the Investors, at the request of the Company, their written opinion
         regarding the mortgage on the Corporate Headquarters, dated the Closing
         Date and addressed to the Investors, in form and substance reasonably
         satisfactory to the Investors.

         (f)      No Legal Impediment to Issuance. No action shall have been
taken and no statute, rule, regulation or order shall have been enacted, adopted
or issued by any federal, state or foreign governmental or regulatory authority
that would, as of the Closing Date, prevent the issuance or sale of the
Securities or the issuance of the Guarantees; and no injunction or order of

                                       16
<PAGE>

any federal, state or foreign court shall have been issued that would, as of the
Closing Date, prevent the issuance or sale of the Securities or the issuance of
the Guarantees.

         (g)      Good Standing. The Investors shall have received satisfactory
evidence of the good standing of the Company and the Guarantors in their
respective jurisdictions of organization and their good standing in such other
jurisdictions as the Investors may reasonably request, in each case in writing
or any standard form of telecommunication, from the appropriate governmental
authorities of such jurisdictions.

         (h)      Registration Rights Agreement. The Investors shall have
received a counterpart of the Registration Rights Agreement that shall have been
executed and delivered by a duly authorized officer of the Company and each of
the Guarantors.

         (i)      Additional Documents. On or prior to the Closing Date, the
Company and the Guarantors shall have furnished to the Investors such further
certificates and documents as the Investors may reasonably request (including
secretary's certificates of the Company and the Guarantors).

         (j)      Perfection Certificate. The Investors shall have received (i)
a completed Perfection Certificate dated the Closing Date and signed by a
Financial Officer, together with all attachments contemplated thereby, and (ii)
the results of a search of the Uniform Commercial Code (or equivalent) filings
or registrations made with respect to the Company and the Guarantors in their
respective jurisdictions of organization and copies of the financing statements
(or similar documents) disclosed by such search.

         (k)      Personal Property and Intellectual Property. All Uniform
Commercial Code and other personal property security financing statements and
recordations with the United States Patent and Trademark Office, the United
States Copyright Office and the Canadian Intellectual Property Office, as the
case may be, required by law or reasonably requested by the Collateral Agent to
be filed or recorded to perfect the liens intended to be created on the
Collateral (to the extent such liens may be perfected by filings under the
Uniform Commercial Code or other personal property security legislation, as the
case may be, as in effect in any applicable jurisdiction or by filings with the
United States Patent and Trademark Office, the United States Copyright Office or
the Canadian Intellectual Property Office, as the case may be) shall have been
filed or recorded or delivered to the Collateral Agent for filing or recording.

         (l)      Mortgage. The Investors shall have received in respect of the
mortgage on the Corporate Headquarters, a mortgagee's title policy of title
insurance or marked up title commitment for such insurance. Such policy or title
commitment shall (i) be in an amount equal to the amount of title insurance
coverage already provided to the Credit Facilities Secured Parties in respect of
their security interest in the Corporate Headquarters; (ii) name the Collateral
Agent, for the benefit of the Holders of the Securities, the Trustee and the
Collateral Agent, as the insured thereunder; and (iii) be in the form of ALTA
Loan Policy-1992.

         (m)      Investment Company Act. For so long as the Securities are
outstanding, neither the Company nor any of the Guarantors will be or become, or
be or become owned by, an open-end investment company, unit investment trust or
face-amount certificate company that is or is

                                       17
<PAGE>

required to be registered under Section 8 of the Investment Company Act, and
will not be or become owned by a closed-end investment company required to be
registered, but not registered thereunder.

         (n)      Security Documents. On or prior to the Closing Date, a copy of
each of the duly executed Security Documents shall have been delivered to the
Investors.

         All opinions, letters, certificates and evidence mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Investors. Delivery of any opinions, letters, certificates or
other documents on the Closing Date to Weil Gotshal & Manges LLP, as counsel for
certain of the Investors, shall be deemed to constitute delivery to each
Investor for all purposes hereunder.

         6.       Termination. This Agreement may be terminated with respect to
any Investor in the absolute discretion of such Investor, by notice to the
Company, if after the execution and delivery of this Agreement and prior to the
Closing Date (i) trading generally shall have been suspended or materially
limited on the New York Stock Exchange or the over-the-counter market; (ii)
trading of any securities issued or guaranteed by the Company or any of the
Guarantors shall have been suspended on any exchange or in any over-the-counter
market; (iii) a general moratorium on commercial banking activities shall have
been declared by federal or New York State authorities; or (iv) there shall have
occurred any outbreak or escalation of hostilities or any change in financial
markets or any calamity or crisis, either within or outside the United States,
that, in the judgment of such Investor, is material and adverse and makes it
impracticable or inadvisable to proceed with the purchase of the Securities on
the terms and in the manner contemplated by this Agreement.

         7.       Defaulting Investor.

         (a)      If, on the Closing Date, any Investor defaults on its
obligation to purchase the Securities that it has agreed to purchase hereunder,
the non-defaulting Investors or the Company may in their discretion arrange for
the purchase of such Securities by other persons satisfactory to the Company and
the non-defaulting Investors on the terms contained in this Agreement. If no
such arrangements are made such that the Closing can occur on or before March
15, 2004, then, at the option of the Company, either (i) this Agreement shall
terminate without liability on the part of the non-defaulting Investors or (ii)
the Closing shall occur without the defaulting Investors. Any termination of
this Agreement pursuant to this Section 7 shall be without liability on the part
of the Company or the Guarantors. As used in this Agreement, the term "Investor"
includes, for all purposes of this Agreement unless the context otherwise
requires, any person not an original party to this Agreement that, pursuant to
this Section 7, purchases Securities that a defaulting Investor agreed but
failed to purchase.

         (b)      Nothing contained herein shall relieve a defaulting Investor
of any liability it may have to the Company, the Guarantors or any
non-defaulting Investor for damages caused by its default.

                                       18
<PAGE>

         8.       Payment of Expenses. Whether or not the transactions
contemplated by this Agreement are consummated or this Agreement is terminated,
the Company and each of the Guarantors jointly and severally agrees to pay or
cause to be paid all costs and expenses incident to the performance of their
respective obligations hereunder, including without limitation, (i) the costs
incident to the authorization, issuance, sale, preparation and delivery of the
Securities and any taxes payable in that connection; (ii) the costs of
reproducing and distributing each of the Transaction Documents; (iii) the costs
incident to the preparation, printing and delivery of the certificates
evidencing the Securities, including stamp duties and transfer taxes, if any,
payable upon issuance of the Securities; (iv) the fees and expenses of the
Company's and the Guarantors' counsel and independent accountants; (v) the fees
and expenses incurred in connection with the registration or qualification and
determination of eligibility for investment of the Securities under the laws of
such jurisdictions as the Investors may designate and the preparation, printing
and distribution of a Blue Sky Memorandum (including the related reasonable fees
and expenses of counsel for the Investors); (vi) any fees charged by rating
agencies for rating the Securities; (vii) the fees and expenses of the Trustee,
Collateral Agent and any paying agent (including related fees and expenses of
any counsel to such parties); (viii) the fees and expenses of one counsel for
the Investors, to the extent separately agreed by the Company in writing prior
to the date hereof; (ix) all expenses and application fees incurred in
connection with the application for the inclusion of the Securities on the
PORTAL Market and the approval of the Securities for book-entry transfer by DTC;
(x) all expenses incurred by the Company in connection with any "road show"
presentation to potential investors; (xi) the reasonable costs incident to
perfecting the Secured Parties' security interests in the Collateral required
pursuant to the Indenture and the Security Documents (including, without
limitation, the fees and expenses of foreign counsel and any search, filing or
registration fees). In addition, whether or not the transactions contemplated by
this Agreement are consummated or this Agreement is terminated, the Company and
each of the Guarantors jointly and severally agrees to pay or cause to be paid
the reasonable fees and disbursements of one firm of outside counsel for the
Investors in connection with the negotiation and preparation of this Agreement,
the Indenture (including the negotiation of the terms of the Securities), the
Security Documents and the Registration Rights Agreement; and (xii) all other
costs and expenses incident to the performance of the obligations of the Company
and the Guarantors under this Agreement.

         9.       Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and any controlling persons referred to herein, and the
affiliates, officers and directors of each Investor. Nothing in this Agreement
is intended or shall be construed to give any other person any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein. No purchaser of Securities from any Investor shall
be deemed to be a successor merely by reason of such purchase.

         10.      Survival. The respective representations, warranties and
agreements of the Company, the Guarantors and the Investors contained in this
Agreement or made by or on behalf of the Company, the Guarantors or the
Investors pursuant to this Agreement or any certificate delivered pursuant
hereto shall survive the delivery of and payment for the Securities and shall
remain in full force and effect, regardless of any termination of this Agreement
or any investigation made by or on behalf of the Company, the Guarantors or the
Investors.

                                       19
<PAGE>

         11.      Certain Defined Terms. For purposes of this Agreement, (a)
except where otherwise expressly provided, the term "AFFILIATE" has the meaning
set forth in Rule 405 under the Securities Act; (b) the term "BUSINESS DAY"
means any day other than a day on which banks are permitted or required to be
closed in New York City; (c) the term "EXCHANGE ACT" means the Securities
Exchange Act of 1934, as amended; (d) the term "SUBSIDIARY" has the meaning set
forth in Rule 405 under the Securities Act ; and (e) the term "SIGNIFICANT
SUBSIDIARY" has the meaning set forth in Rule 1-02 of Regulation S-X under the
Exchange Act.

         12.      Miscellaneous. (a) Notices. All notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (i) upon receipt if delivered personally, (ii) upon receipt of a
transmission confirmation if sent by facsimile (with a confirming copy sent by
overnight courier) and (iii) on the next Business Day if sent for next day
delivery by Federal Express, United Parcel Service, Express Mail or other
reputable overnight courier. Notices to the Investors shall be given to them at
the addresses or facsimile number set forth on Annex A hereto, with a copy to
Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York, 10153,
Attention: Brian Haskel, Esq. (fax: (212) 310-8007). Notices to the Company and
the Guarantors shall be given to them at The Goodyear Tire & Rubber Company,
1144 East Market Street, Akron, Ohio 44316, (fax: (330) 796-2121), Attention:
Bertram Bell, Assistant Secretary, with a copy to Covington & Burling, 1330
Avenue of the Americas, New York, New York 10019, Attention: David Rosinus (fax:
(212) 841-1010). The giving of any notice required hereunder may be waived in
writing by the party entitled to receive such notice.

         (b)      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

         (c)      Counterparts. This Agreement may be signed in counterparts
(which may include counterparts delivered by any standard form of
telecommunication), each of which shall be an original and all of which together
shall constitute one and the same instrument.

         (d)      Amendments or Waivers. No amendment or waiver of any provision
of this Agreement, nor any consent or approval to any departure therefrom, shall
in any event be effective unless the same shall be in writing and signed by the
parties hereto.

         (e)      Headings. The headings herein are included for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

         (f)      Certificates Deemed Representations. Any certificate signed by
an officer of the Company and delivered to the Investors in connection with the
sale of the Securities shall be deemed a representation and warranty by the
Company, as to the matters covered thereby, to each Investor.

         (g)      Information for Trustee. The information set forth on Annex A
may be used and relied upon by the Trustee for notice, delivery of certificates,
and any other purpose under the Indenture.

                                       20
<PAGE>

         If the foregoing is in accordance with your understanding, please
indicate your acceptance of this Agreement by signing in the space provided
below.

                                  Very truly yours,

                                  THE GOODYEAR TIRE & RUBBER COMPANY

                                  By /s/ D. R. Wells
                                     ------------------------------------
                                     Name: D. R. Wells
                                     Title: Vice President and Treasurer

                                  ALLIED TIRE SALES, INC.

                                  By /s/ D. R. Wells
                                     ------------------------------------
                                     Name: D. R. Wells
                                     Title: Vice President

                                  BELT CONCEPTS OF AMERICA, INC.

                                  By /s/ D. R. Wells
                                     ------------------------------------
                                     Name: D. R. Wells
                                     Title: Vice President

                                  CELERON CORPORATION

                                  By /s/ D. R. Wells
                                     ------------------------------------
                                     Name: D. R. Wells
                                     Title: Vice President

                                       21
<PAGE>

                                  COSMOFLEX, INC.

                                  By /s/ D. R. Wells
                                     ------------------------------------
                                     Name: D. R. Wells
                                     Title: Vice President

                                  DAPPER TIRE CO., INC.

                                  By /s/ D. R. Wells
                                     ------------------------------------
                                     Name: D. R. Wells
                                     Title: Vice President

                                  DIVESTED COMPANIES HOLDING COMPANY

                                  By /s/ Randall M. Loyd
                                     ------------------------------------
                                     Name: Randall M. Loyd
                                     Title: Vice President

                                  By /s/ Ronald J. Carr
                                     ------------------------------------
                                     Name: Ronald J. Carr
                                     Title: Vice President

                                  DIVESTED LITCHFIELD PARK PROPERTIES, INC.

                                  By /s/ Randall M. Loyd
                                     ------------------------------------
                                     Name: Randall M. Loyd
                                     Title: Vice President

                                  By /s/ Ronald J. Carr
                                     ------------------------------------
                                     Name: Ronald J. Carr
                                     Title: Vice President

                                       22
<PAGE>

                                  GOODYEAR FARMS, INC.

                                  By /s/ D. R. Wells
                                     ------------------------------------
                                     Name: D. R. Wells
                                     Title: Vice President

                                  GOODYEAR INTERNATIONAL CORPORATION

                                  By /s/ D. R. Wells
                                     ------------------------------------
                                     Name: D. R. Wells
                                     Title: Vice President

                                  GOODYEAR WESTERN HEMISPHERE CORPORATION

                                  By /s/ D. R. Wells
                                     ------------------------------------
                                     Name: D. R. Wells
                                     Title: Vice President

                                  THE KELLY-SPRINGFIELD TIRE CORPORATION

                                  By /s/ D. R. Wells
                                     ------------------------------------
                                     Name: D. R. Wells
                                     Title: Vice President

                                  WHEEL ASSEMBLIES INC.

                                  By /s/ D. R. Wells
                                     ------------------------------------
                                     Name: D. R. Wells
                                     Title: Vice President

                                       23
<PAGE>

                                  WINGFOOT COMMERCIAL TIRE SYSTEMS LLC

                                  By /s/ D. R. Wells
                                     ------------------------------------
                                     Name: D. R. Wells
                                     Title: Vice President

                                  WINGFOOT VENTURES EIGHT, INC.

                                  By /s/ Ronald J. Carr
                                     ------------------------------------
                                     Name: Ronald J. Carr
                                     Title: Vice President

                                  GOODYEAR CANADA INC.

                                  By /s/ Linda Alexander
                                     ------------------------------------
                                     Name: Linda Alexander
                                     Title: Vice President

                                  By /s/ D. S. Hamilton
                                     ------------------------------------
                                     Name: D. S. Hamilton
                                     Title: Secretary

                                       24
<PAGE>

                [Remaining Signature Pages Intentionally Omitted]

                                       25
<PAGE>

                                                                      Schedule 1

                                   Guarantors

ALLIED TIRE SALES, INC.*
BELT CONCEPTS OF AMERICA, INC.*
CELERON CORPORATION
COSMOFLEX, INC.*
DAPPER TIRE CO., INC.*
DIVESTED COMPANIES HOLDING COMPANY*
DIVESTED LITCHFIELD PARK PROPERTIES, INC.*
GOODYEAR FARMS, INC.*
GOODYEAR INTERNATIONAL CORPORATION*
GOODYEAR WESTERN HEMISPHERE CORPORATION
THE KELLY-SPRINGFIELD TIRE CORPORATION*
WHEEL ASSEMBLIES INC.
WINGFOOT COMMERCIAL TIRE SYSTEMS LLC*
WINGFOOT VENTURES EIGHT, INC.*
GOODYEAR CANADA INC.*

* Indicates grantor

                                       26
<PAGE>

                                                                      Schedule 2

                              Foreign Subsidiaries

<TABLE>
<CAPTION>
                 Subsidiary                                   Jurisdiction
                 ----------                                   ------------
<S>                                                           <C>
Goodyear do Brasil productos de Borracha Ltda.                Brazil

Goodyear Orient Company Private Limited                       Singapore

Compania Goodyear Del Peru S.A.                               Peru

Corporacion Industrial Mercurio S.A. de C.V.                  Mexico

Goodyear Malaysia Berhad                                      Malaysia

Goodyear (Thailand) Public Company Limited                    Thailand

Goodyear de Chile S.A.I.C.                                    Chile

Goodyear Finance Holding S.A.                                 Luxembourg
</TABLE>

                                       27
<PAGE>

                                                                         ANNEX B

                   Restrictions on Offers, Sales and Transfers

Prior to the effectiveness of any registration statement under the Securities
Act covering the Securities, the Investors will offer, sell or otherwise
transfer the Securities purchased pursuant to the Purchase Agreement to which
this Annex B is attached only:

(A) at any time that the Securities would be eligible for resale pursuant to
Rule 144A under the Securities Act ("Rule 144A"), within the United States to
persons whom it reasonably believes to be qualified institutional buyers in
transactions pursuant to Rule 144A and where in connection with each such sale,
it has taken or will take reasonable steps to ensure that the purchaser of the
Securities is aware that such sale is being made in reliance on Rule 144A;

(B) pursuant to offers and sales that occur outside the United States within the
meaning of Regulation S;

(C) to an "Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3)
or (7) under the Securities Act that is an institutional accredited investor
acquiring the Security for its own account or for the account of such an
institutional accredited investor, in each case in a minimum principal amount of
the Securities of $250,000, for investment purposes and not with a view to or
for offer or sale in connection with any distribution in violation of the
Securities Act; or

(D) pursuant to any other available exemption from the registration requirements
of the Securities Act, subject to the Company's and the Trustee's right prior to
any such offer, sale or transfer pursuant to clauses (B), (C) or (D) to require
the delivery of an opinion of counsel, certification and/or other information
satisfactory to each of them.

In connection with any offer, sale or transfer of a Security pursuant to clause
(C) above, the transferee shall certify to such transferor and the Company that:

                  (a)      such transferee is (i) a sophisticated institutional
investor and has such knowledge and experience in financial and business matters
and expertise in assessing credit risk, (ii) capable of evaluating the merits,
risks and suitability of investing in the Securities; (iii) relying exclusively
on its sources of information and credit analysis with respect to the Securities
and (iv) able to bear the economic risks of, and an entire loss of, its
investment in the Securities;

                  (b)      neither such transferor nor any of its affiliates has
provided such transferee with any information or advice with respect to the
Securities and (ii) neither such Investor nor any of its affiliates has made or
makes any representation as to the credit quality of the Securities or the
Company;

                  (d)      such transferee has determined, or will determine,
based on its own independent review and such professional advice as it has
deemed, or will deem, appropriate under the circumstances, that its acquisition
of the Securities (i) is fully consistent with its (or if such transferee is
acquiring the Securities in a fiduciary capacity, the beneficiary's) financial
need, objectives and condition, (ii) complies and is fully consistent with all
investment policies,

                                       28

<PAGE>

guidelines and restrictions applicable to such transferee (whether acquiring the
Securities as principal or in a fiduciary capacity), and (iii) is a proper and
suitable investment for such transferee (or if such transferee is acquiring the
Securities in a fiduciary capacity, for the beneficiary), notwithstanding the
risks inherent in investing in or holding the Securities; and

                  (e)      such transferee has not relied on such transferor or
any of its affiliates in connection with its determination as to the legality of
its acquisition of the Securities or as to the other matters referred to in
clause (d) above.

                                       29