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                                                                    EXHIBIT 4.15


                 LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT

                                   dated as of

                                 March 12, 2004,

                                      among

                              JPMORGAN CHASE BANK,

                     as Credit Facilities Collateral Agent,

                            WILMINGTON TRUST COMPANY,

                 as Initial Junior Indebtedness Collateral Agent

                                       and

                       THE GOODYEAR TIRE & RUBBER COMPANY

                        and the Subsidiaries named herein

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                                    LIEN SUBORDINATION AND INTERCREDITOR
                           AGREEMENT dated as of March 12, 2004, among JPMORGAN
                           CHASE BANK, as collateral agent for the Credit
                           Facility Secured Parties referred to herein;
                           WILMINGTON TRUST COMPANY, as collateral agent for the
                           Initial Junior Indebtedness Secured Parties referred
                           to herein; THE GOODYEAR TIRE & RUBBER COMPANY; and
                           the subsidiaries of The Goodyear Tire & Rubber
                           Company named herein.

            Reference is made to (a) the Credit Agreements (such term, and each
other capitalized term used and not otherwise defined herein, having the meaning
assigned to it in Article I), under which the Lenders referred to therein have
extended and agreed to extend credit to the Company and certain of its
subsidiaries, and (b) the Initial Junior Indebtedness Governing Document, under
which the Company proposes to issue the Initial Junior Indebtedness. In
consideration of the amendment of the Credit Agreements to permit the issuance
of the Initial Junior Indebtedness, the purchase of the Initial Junior
Indebtedness by the purchasers thereof, the mutual agreements herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the Credit Facilities Collateral Agent (for itself and on behalf
of the Credit Facilities Secured Parties), the Initial Junior Indebtedness
Collateral Agent (for itself and on behalf of the Initial Junior Indebtedness
Secured Parties), the Company and the subsidiaries of the Company named herein
agree as follows:

                                   ARTICLE I

                                   Definitions

            SECTION 1.01. Construction; Certain Defined Terms. (a) The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words
"include", "includes" and "including" shall be deemed to be followed by the
phrase "without limitation". The word "will" shall be construed to have the same
meaning and effect as the word "shall". Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified,
(ii) any reference herein to any person shall be construed to include such
person's successors and assigns, but shall not be deemed to include the
subsidiaries of such person unless express reference is made to such
subsidiaries, (iii) the words "herein", "hereof" and "hereunder", and words of
similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (iv) all references herein to
Articles and Sections shall be construed to refer to Articles and Sections of
this Agreement and (v) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

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                                                                               2

            (b) As used in this Agreement, the following terms have the meanings
specified below:

            "ABL Facilities Agreement" means the Term Loan and Revolving Credit
Agreement dated as of March 31, 2003, among the Company, certain lenders,
JPMorgan Chase Bank, as administrative agent, Citicorp USA Inc., as syndication
agent, and Bank of America, N.A. and The CIT Group/Business Credit, Inc., as
documentation agents, as amended, extended, renewed, restated, supplemented or
otherwise modified from time to time.

            "Accession Agreement" means an accession agreement in substantially
the form of Annex I hereto under which a collateral agent or similar
Representative of Designated Senior Obligations or Designated Junior Obligations
shall become a party hereto and the Designated Senior Obligations Collateral
Agent for such Designated Senior Obligations or the Designated Junior
Obligations Collateral Agent for such Designated Junior Obligations hereunder,
as the case may be.

            "Bankruptcy Code" means Title 11 of the U.S. Code.

            "Collateral" means the US Facilities Collateral, the Designated
Senior Obligations Collateral, the Initial Junior Indebtedness Collateral and
the Designated Junior Obligations Collateral.

            "Collateral Agent" means any of the Credit Facilities Collateral
Agent, any Designated Senior Obligations Collateral Agent, the Initial Junior
Indebtedness Collateral Agent and any Designated Junior Obligations Collateral
Agent.

            "Company" means The Goodyear Tire & Rubber Company, an Ohio
corporation.

            "Credit Agreements" means the US Facilities Credit Agreements and
the European Facilities Credit Agreement.

            "Credit Facilities Collateral Agent" means JPMorgan Chase Bank, in
its capacity as Collateral Agent under the Credit Agreements and the Credit
Facilities Security Documents, and its successors in such capacity.

            "Credit Facilities Obligations" means the US Facilities Obligations
and the European Facilities Obligations.

            "Credit Facilities Secured Parties" means the US Facilities Secured
Parties and the European Facilities Secured Parties.

            "Credit Facilities Security Documents" means the Master Guarantee
and Collateral Agreement, the "Other Security Documents", as defined therein,
and any other documents now existing or entered into after the date hereof that
create Liens on any assets or properties of the Company or any of its
subsidiaries to secure any Credit Facilities Obligations.

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                                                                               3

            "Designated Junior Obligations" means all obligations of the Company
or any of its subsidiaries that shall have been designated as such in accordance
with Article IV, including any Guarantee of any such obligations by the Company
or any of its subsidiaries.

            "Designated Junior Obligations Collateral" means any assets or
properties of the Company or any of its subsidiaries now or at any time
hereafter subject to Liens securing any Designated Junior Obligations.

            "Designated Junior Obligations Collateral Agent" means, with respect
to any Designated Junior Obligations, any collateral agent or similar
Representative appointed to act on behalf of the applicable Designated Junior
Obligations Secured Parties with respect to the Designated Junior Obligations
Collateral securing such Designated Junior Obligations; provided, that if no
such collateral agent or other Representative shall have been so appointed by
the applicable Designated Junior Obligations Secured Parties, then the
Designated Junior Obligations Collateral Agent with respect to such Designated
Junior Obligations will be deemed to be such Designated Junior Obligations
Secured Parties.

            "Designated Junior Obligations Governing Documents" means, as to any
Designated Junior Obligations, the credit agreement, note agreement, indenture
or other instrument or document under which such Designated Junior Obligations
shall have been issued or incurred.

            "Designated Junior Obligations Secured Parties" means, at any time,
each holder of, or obligee in respect of, any Designated Junior Obligations
outstanding at such time.

            "Designated Junior Obligations Security Documents" means any
documents that create Liens on any assets or properties of the Company or any of
its subsidiaries to secure any Designated Junior Obligations.

            "Designated Lenders" means, at any time, the Majority Lenders under
and as defined in the Credit Agreement that accounts for the greatest principal
amount of the aggregate outstanding loans and letter of credit exposures under
all the Credit Agreements at such time.

            "Designated Senior Obligations" means all obligations of the Company
or any of its subsidiaries that shall have been designated as such in accordance
with Article IV.

            "Designated Senior Obligations Collateral" means any assets or
properties of the Company or any of its subsidiaries now or at any time
hereafter subject to Liens securing any Designated Senior Obligations.

            "Designated Senior Obligations Collateral Agent" means, with respect
to any Designated Senior Obligations, any collateral agent or similar
Representative appointed to act on behalf of the applicable Designated Senior
Obligations Secured

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Parties with respect to the Designated Senior Obligations Collateral securing
such Designated Senior Obligations; provided, that if no such collateral agent
or other Representative shall have been so appointed by the applicable
Designated Senior Obligations Secured Parties, then the Designated Senior
Obligations Collateral Agent with respect to such Designated Senior Obligations
will be deemed to be such Designated Senior Obligations Secured Parties.

            "Designated Senior Obligations Governing Documents" means, as to any
Designated Senior Obligations, the credit agreement, note agreement, indenture
or other instrument or document under which such Designated Senior Obligations
shall have been issued or incurred.

            "Designated Senior Obligations Secured Parties" means, at any time,
each holder of, or obligee in respect of, any Designated Senior Obligations
outstanding at such time.

            "Designated Senior Obligations Security Documents" means any
documents entered into after the date hereof that create Liens on any assets or
properties of the Company or any of its subsidiaries to secure any Designated
Senior Obligations.

            "European Facilities Credit Agreement" means the $650,000,000 Term
Loan and Revolving Credit Agreement dated as of March 31, 2003, among Goodyear
Dunlop Tires Europe B.V., the other borrowers thereunder, certain lenders,
JPMorgan Chase Bank, as administrative agent, and Deutsche Bank AG, as
syndication agent, as amended, extended, renewed, restated, supplemented or
otherwise modified from time to time.

            "European Facilities Guarantees" means the guarantees by the Company
and the US Subsidiary Guarantors, under Article II of the Master Guarantee and
Collateral Agreement, of the European Facilities Obligations.

            "European Facilities Obligations" means all "Revolving Obligations"
as such term is defined in the European Facilities Credit Agreement and, if the
Credit Facilities Security Documents shall at any time be amended to provide
collateral for the guarantees thereof by the Company and any of the US
Subsidiary Guarantors, all "Term Obligations" as such term is defined in the
European Facilities Credit Agreement.

            "European Facilities Secured Parties" means, at any time, each
person that is a "Secured Party" under and as defined in the European Facilities
Credit Agreement and each other holder of, or obligee in respect of, any
European Facilities Obligations outstanding at such time.

            "European Facilities US Collateral" means all Collateral subject to
European Facilities US Liens.

            "European Facilities US Liens" means Liens on assets and properties
of the Company and the US Subsidiary Guarantors (other than the Luxembourg
Finance
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Pledged Collateral) created under Credit Facilities Security Documents to secure
the European Facilities Guarantees.

            "Grantor" means the Company and each subsidiary of the Company that
shall have created any Senior Lien or Junior Lien on its assets or properties to
secure any Senior Obligations or Junior Obligations.

            "Initial Junior Indebtedness" means the $450,000,000 aggregate
principal amount of 11% Senior Secured Notes due 2011 and $200,000,000 aggregate
principal amount of Senior Secured Floating Rate Notes due 2011 issued on or
about the date of this Agreement pursuant to the Initial Junior Indebtedness
Governing Document.

            "Initial Junior Indebtedness Collateral" means the "Collateral", as
defined in the Initial Junior Indebtedness Collateral Agreement, and any other
assets or properties of the Company or any of its subsidiaries now or at any
time hereafter subject to Liens securing any Initial Junior Indebtedness
Obligations.

            "Initial Junior Indebtedness Collateral Agent" means Wilmington
Trust Company, in its capacity as Collateral Agent under the Initial Junior
Indebtedness Governing Document and the Initial Junior Indebtedness Security
Documents, and its successors in such capacity.

            "Initial Junior Indebtedness Collateral Agreement" means the
Collateral Agreement dated as of March 12, 2004, among the Company, certain
subsidiaries of the Company and the Initial Junior Indebtedness Collateral
Agent, as amended, extended, renewed, restated, supplemented or otherwise
modified from time to time.

            "Initial Junior Indebtedness Governing Document" means the Indenture
dated as of March 12, 2004, among the Company, as Issuer, certain subsidiaries
of the Company, as Guarantors, and Wells Fargo Bank, N.A., as Trustee, as
amended, extended, renewed, restated, supplemented or otherwise modified from
time to time.

            "Initial Junior Indebtedness Obligations" means (a) the due and
punctual payment of (i) the principal of and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Initial Junior Indebtedness, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) all other monetary obligations of the Company or any of its
subsidiaries to any of the Initial Junior Indebtedness Secured Parties under the
Initial Junior Indebtedness Governing Document or any Initial Junior
Indebtedness Security Document, including fees, costs, expenses and indemnities,
whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) and (iv) all amounts due under any guarantee of
any of the foregoing, including any guarantee contained in the Initial Junior
Indebtedness Governing Document, and (b) the due and punctual performance of all
other obligations of the Company or any of its subsidiaries to
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                                                                               6

any of the Initial Junior Indebtedness Secured Parties under the Initial Junior
Indebtedness Governing Document or any Initial Junior Indebtedness Security
Document.

            "Initial Junior Indebtedness Representative" means Wells Fargo bank,
N.A., in its capacity as Trustee under the Initial Junior Indebtedness Governing
Document.

            "Initial Junior Indebtedness Secured Parties" means, at any time,
the Initial Junior Indebtedness Collateral Agent, the Initial Junior Obligations
Representative and each other holder of, or obligee in respect of, any Initial
Junior Indebtedness Obligations outstanding at such time.

            "Initial Junior Indebtedness Security Documents" means the Initial
Junior Indebtedness Collateral Agreement and the "Other Security Documents", as
defined therein, and any other documents entered into after the date hereof that
create Liens on any assets or properties of the Company or any of its
subsidiaries to secure any Initial Junior Indebtedness Obligations.

            "Junior Collateral Agent" means the Initial Junior Indebtedness
Collateral Agent and each Designated Junior Obligations Collateral Agent.

            "Junior Liens" means Liens created under Junior Obligations Security
Documents securing Junior Obligations and any other Liens securing the Junior
Obligations, however arising (including Liens arising out of judgments obtained
by or on behalf of holders of Junior Obligations).

            "Junior Obligations" means the Initial Junior Indebtedness
Obligations and the Designated Junior Obligations.

            "Junior Obligations Collateral" means the Initial Junior
Indebtedness Collateral and the Designated Junior Obligations Collateral.

            "Junior Obligations Secured Parties" means the Initial Junior
Indebtedness Secured Parties and the Designated Junior Obligations Secured
Parties.

            "Junior Obligations Security Documents" means the Initial Junior
Indebtedness Security Documents and the Designated Junior Obligations Security
Documents.

            "Lien" means any pledge, security interest, mortgage or other lien
or encumbrance created to secure any indebtedness or other obligation.

            "Master Guarantee and Collateral Agreement" means the Master
Guarantee and Collateral Agreement dated as of March 31, 2003, among the
Company, certain of its subsidiaries, the Lenders under and as defined in the
Credit Agreements and the Credit Facilities Collateral Agent, as amended,
extended, renewed, restated, supplemented or otherwise modified from time to
time.
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            "Representative" means (a) in the case of any Credit Facility
Obligations, the Administrative Agent under the applicable Credit Agreement or
the Credit Facilities Collateral Agent, (b) in the case of the Initial Junior
Indebtedness Obligations, the Initial Junior Indebtedness Representative and the
Initial Junior Indebtedness Collateral Agent, and (c) in the case of any
Designated Senior Obligations or Designated Junior Obligations, any
administrative agent, trustee or similar representative designated pursuant to
Article IV or the applicable Designated Senior Obligations Collateral Agent or
Designated Junior Obligations Collateral Agent.

            "Secured Parties" means the Credit Facilities Secured Parties, the
Designated Senior Obligations Secured Parties, the Initial Junior Indebtedness
Secured Parties and the Designated Junior Obligations Secured Parties.

            "Senior Collateral Agent" means the Credit Facilities Collateral
Agent and each Designated Senior Obligations Collateral Agent.

            "Senior Obligations" means the US Facilities Obligations and the
Designated Senior Obligations.

            "Senior Obligations Collateral" means the US Facilities Collateral
and the Designated Senior Obligations Collateral.

            "Senior Obligations Secured Parties" means the US Facilities Secured
Parties and the Designated Senior Obligations Secured Parties.

            "Senior Obligations Security Documents" means the Credit Facilities
Security Documents and the Designated Senior Obligations Security Documents.

            "Senior Liens" means Liens created under Senior Obligations Security
Documents securing Senior Obligations, and Liens on the Luxembourg Finance
Pledged Collateral (as defined in the Master Guarantee and Collateral Agreement)
created under the Senior Obligations Security Documents to secure the European
Facilities Obligations.

            "subsidiary" means, with respect to any Person (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 financial 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.

            "US Facilities Collateral" means all "Collateral", as defined in the
Master Guarantee and Collateral Agreement, securing any US Facilities
Obligations, and any other assets or properties of the Company or any of its
subsidiaries now or at any time hereafter subject to Liens securing any US
Facilities Obligations.
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            "US Facilities Credit Agreements" means the ABL Facilities
Agreement, the US Revolving Facility Agreement and the US Term Facility
Agreement.

            "US Facilities Obligations" means (a) all "Obligations", as such
term is defined in any of the US Revolving Facility Agreement, the US Term
Facility Agreement or the ABL Facilities Agreement, each as amended and in
effect through the date hereof, whether such Obligations are outstanding on the
date hereof or hereafter incurred under commitments in effect on the date hereof
(including Obligations consisting of the principal of and interest on the
"Tranche B Term Loans" provided for in the First Amendment dated as of February
17, 2004, to the ABL Facilities Agreement and Obligations related to such
Tranche B Term Loans), (b) additional Obligations consisting of loans, letter of
credit reimbursement obligations and related interest and fees incurred under
any of the US Revolving Facility Agreement, the US Term Facility Agreement or
the ABL Facilities Agreement pursuant to commitments first made available to the
Company or any of its subsidiaries after the date hereof (it being agreed that
an increase in the amount of letters of credit or other accommodations available
under, and limited to the amount of, a revolving credit or similar commitment in
effect on the date hereof shall not be deemed to be new commitment) and (c) all
"Collateral Agent Obligations" and "US Miscellaneous Obligations", as such terms
are defined in the Master Guarantee and Collateral Agreement; provided, that any
loans or letter of credit reimbursement obligations referred to in clause (b)
above shall (together with any related interest or fees) be excluded from the
"US Facilities Obligations" to the extent they are incurred in violation of the
Initial Junior Indebtedness Governing Document or any Designated Junior
Obligations Governing Document in effect at the earlier of (i) the time of such
incurrence or (ii) the time at which the commitments under which such
obligations are incurred were first made available.

            "US Facilities Secured Parties" means, at any time, each person that
is a "Secured Party" under and as defined in any of the US Facilities Credit
Agreements and each other holder of, or obligee in respect of, any US Facilities
Obligations outstanding at such time.

            "US Revolving Facility Agreement" means the $750,000,000 Amended and
Restated Revolving Credit Agreement dated as of March 31, 2003, among the
Company, certain lenders and JPMorgan Chase Bank, as administrative agent, as
amended, extended, renewed, restated, supplemented or otherwise modified from
time to time.

            "US Subsidiary Guarantors" has the meaning assigned to such term in
the Master Guarantee and Collateral Agreement.

            "US Term Facility Agreement" means the $645,454,545 Term Loan
Agreement dated as of March 31, 2003, among the Company, certain lenders,
JPMorgan Chase Bank, as administrative agent, and BNP Paribas, as syndication
agent, as amended, extended, renewed, restated, supplemented or otherwise
modified from time to time.
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                                   ARTICLE II

                          Subordination of Junior Liens

            SECTION 2.01. Subordination of Junior Liens. (a) All Junior Liens in
respect of any Collateral are expressly subordinated and made junior in right,
priority, operation and effect to any and all Senior Liens in respect of such
Collateral, notwithstanding anything contained in this Agreement, the Initial
Junior Indebtedness Governing Document, any Designated Junior Obligations
Governing Document, any Junior Obligations Security Document or any other
agreement or instrument to the contrary, and irrespective of the time, order or
method of creation, attachment or perfection of such Junior Liens and Senior
Liens or any defect or deficiency or alleged defect or deficiency in any of the
foregoing.

            (b) It is acknowledged that (i) the aggregate amount of the Senior
Obligations may be increased as provided in Article III or through increases in
the amounts of the facilities established by the US Facilities Credit Agreements
or the Designated Senior Obligations Governing Documents (subject to the
limitations set forth in the Initial Junior Indebtedness Governing Document and
the Designated Junior Obligations Governing Documents), (ii) a portion of the
Senior Obligations consists or may consist of Indebtedness that is revolving in
nature, and the amount thereof that may be outstanding at any time or from time
to time may be increased or reduced and subsequently reborrowed and (iii) the
Senior Obligations may be extended, renewed or otherwise amended or modified, or
secured with additional Collateral (the Liens on which, to the extent they
secure Senior Obligations, shall become Senior Liens), from time to time, all
without affecting the subordination of the Junior Liens hereunder or the
provisions of this Agreement defining the relative rights of the Senior
Obligations Secured Parties and the Junior Obligations Secured Parties. The lien
priorities provided for herein shall not be altered or otherwise affected by any
amendment, modification, supplement, extension, increase, replacement, renewal,
restatement or refinancing of either the Junior Obligations or the Senior
Obligations, by the securing of any Senior Obligations with any additional
Collateral or guarantees (the Liens on which, to the extent they secure Senior
Obligations, shall become Senior Liens), by the release of any Collateral or
Guarantees securing any Senior Obligations, by the failure of any person to
comply with any provision of this Agreement or any agreement evidencing,
governing or securing any Senior Obligation or Junior Obligation, or by any
action that any Collateral Agent or Secured Party may take or fail to take in
respect of any Collateral. Without limiting the foregoing, existing or future
Senior Obligations of any class may be secured by Collateral subject to Junior
Liens, and the Liens on such Collateral securing such Senior Obligations will
constitute Senior Liens entitled to the benefit of this Agreement.

            (c) It is further acknowledged (i) that the Master Guarantee and
Collateral Agreement contains provisions subordinating certain of the Senior
Liens to other Senior Liens and (ii) that the holders of Senior Obligations of
one or more classes may from time to time hereafter enter into agreements
establishing the relative priorities of such classes of Senior Obligations or of
the Senior Liens securing the same. It is agreed that the relative priorities of
classes of Senior Obligations shall be governed by the foregoing
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                                                                              10

agreements or, to the extent not determined by such agreements, by applicable
law, and that nothing in this Agreement shall affect such relative priorities of
classes of Senior Obligations or the related Senior Liens. It is further agreed
that no agreements establishing the relative priorities of Senior Obligations of
one or more classes or of the Senior Liens securing such Senior Obligations
shall in any way limit or affect the subordination of the Junior Liens provided
for in this Agreement or the provisions of this Agreement defining the relative
rights of the Senior Obligations Secured Parties and the Junior Obligations
Secured Parties.

            (d) It is further acknowledged that the Senior Obligations are or
may in the future be secured by Liens on Collateral other than the Collateral
subject to the Junior Liens, including Liens on certain real properties of the
Company and its subsidiaries. It is agreed that no Senior Collateral Agent will
have any obligation to proceed against any such other Collateral securing the
Senior Obligations or to exercise any other remedies available to them as a
condition to obtaining the benefits of this Article II.

            (e) The Initial Junior Indebtedness Collateral Agent acknowledges
receipt of copies of the Credit Agreements and the Credit Facilities Security
Documents as in effect on the date hereof. The Company hereby represents,
warrants and confirms that the Initial Junior Indebtedness Governing Document
and the principal Initial Junior Indebtedness Security Documents (other than any
account control or "lock-box" agreements) contain the provisions set forth in
Annex II hereto under which the Initial Junior Indebtedness Secured Parties
agree to, and subject their rights to the provisions of, this Agreement as set
forth therein.

            SECTION 2.02. No Action With Respect to Junior Obligations
Collateral Subject to Senior Liens. No Junior Collateral Agent or other Junior
Obligations Secured Party shall commence or instruct any Junior Collateral Agent
to commence any judicial or nonjudicial foreclosure proceedings with respect to,
seek to have a trustee, receiver, liquidator or similar official appointed for
or over, attempt any action to take possession of, exercise any right, remedy or
power with respect to, or otherwise take any action to enforce its interest in
or realize upon, or take any other action available to it in respect of, any
Junior Obligations Collateral under any Junior Obligations Security Document,
applicable law or otherwise, at any time when such Junior Obligations Collateral
shall be subject to any Senior Lien and any Senior Obligations secured by such
Senior Lien shall remain outstanding or any commitment to extend credit that
would constitute Senior Obligations secured by such Senior Lien shall remain in
effect, it being agreed that only the applicable Senior Collateral Agent, acting
in accordance with the applicable Senior Obligations Security Documents, shall
be entitled to take any such actions or exercise any such remedies.
Notwithstanding the foregoing, any Junior Collateral Agent may, subject to
Section 2.05, take all such actions as it shall deem necessary to continue the
perfection of the Junior Liens on any Junior Obligations Collateral.

            SECTION 2.03. No Duties of Senior Collateral Agents. Each Junior
Obligations Secured Party acknowledges and agrees that no Senior Collateral
Agent or other Senior Obligations Secured Party shall have any duties or other
obligations to such Junior Obligations Secured Party with respect to any Senior
Obligations Collateral, other
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                                                                              11

than to transfer to the Junior Collateral Agents any proceeds of any such
Collateral that constitutes Junior Obligations Collateral remaining in its
possession following any sale, transfer or other disposition of such Collateral,
the payment and satisfaction in full of the Senior Obligations secured thereby
and the termination of any commitment to extend credit that would constitute
Senior Obligations secured thereby, or, if any Senior Collateral Agent shall be
in possession of all or any part of such Collateral after such payment and
satisfaction in full and termination, such Collateral or any part thereof
remaining, in each case without representation or warranty on the part of such
Senior Collateral Agent or any Senior Obligations Secured Party (it being
understood that nothing herein shall prohibit any Senior Collateral Agent from
transferring Collateral or proceeds of Collateral to the holders of other Senior
Obligations secured by such Collateral or to another Senior Collateral Agent
acting on their behalf to the extent it is required to do so under the terms of
any agreement). In furtherance of the foregoing, each Junior Obligations Secured
Party acknowledges and agrees that until the Senior Obligations secured by any
Collateral shall have been paid and satisfied in full and any commitment to
extend credit that would constitute Senior Obligations secured thereby shall
have been terminated, the applicable Senior Collateral Agents shall be entitled,
for the benefit of the holders of such Senior Obligations, to sell, transfer or
otherwise dispose of or deal with such Collateral as provided herein and in the
Credit Facilities Security Documents or the Designated Senior Obligations
Security Documents, as the case may be, without regard to any Junior Lien or any
rights to which the holders of the Junior Obligations would otherwise be
entitled as a result of such Junior Lien. Without limiting the foregoing, each
Junior Obligations Secured Party agrees that no Senior Collateral Agent or other
Senior Obligations Secured Party shall have any duty or obligation first to
marshall or realize upon any type of Collateral (or any other collateral
securing the Senior Obligations), or to sell, dispose of or otherwise liquidate
all or any portion of the Collateral (or any other collateral securing the
Senior Obligations), in any manner that would maximize the return to the Junior
Obligations Secured Parties, notwithstanding that the order and timing of any
such realization, sale, disposition or liquidation may affect the amount of
proceeds actually received by the Junior Obligations Secured Parties from such
realization, sale, disposition or liquidation. Each of the Junior Obligations
Secured Parties waives any claim such Junior Obligations Secured Party may now
or hereafter have against any Senior Collateral Agent or other Senior
Obligations Secured Party (or their representatives) arising out of (i) any
actions which any Senior Collateral Agent or the Senior Obligations Secured
Parties take or omit to take (including, without limitation, actions with
respect to the creation, perfection or continuation of Liens on any Collateral,
actions with respect to the foreclosure upon, sale, release or depreciation of,
or failure to realize upon, any of the Collateral and actions with respect to
the collection of any claim for all or any part of the Senior Obligations from
any account debtor, guarantor or any other party) in accordance with the
respective Senior Obligations Security Documents or any other agreement related
thereto or to the collection of the Senior Obligations or the valuation, use,
protection or release of any security for the Senior Obligations, (ii) any
election by any Senior Collateral Agent or Senior Obligations Secured Parties,
in any proceeding instituted under the Bankruptcy Code, of the application of
Section 1111(b) of the Bankruptcy Code and/or (iii) any borrowing of any
<PAGE>
                                                                              12

Grantor as debtor-in-possession, or any related grant of a security interest or
administrative expense priority under Section 364 of the Bankruptcy Code.

            SECTION 2.04. No Interference; Payment Over; Reinstatement. (a) Each
Junior Obligations Secured Party agrees that (i) it will not take or cause to be
taken any action the purpose or effect of which is, or could be, to make any
Junior Lien pari passu with, or to give such Junior Obligations Secured Party
any preference or priority relative to, any Senior Lien with respect to the
Collateral subject to such Junior Lien or any part thereof, (ii) it will not
challenge or question in any proceeding the validity or enforceability of any
Senior Obligations or Senior Obligations Security Document, or the validity,
attachment, perfection or priority of any Senior Lien, or the validity or
enforceability of the priorities, rights or duties established by or other
provisions of this Agreement, (iii) it will not interfere, hinder or delay, in
any manner, whether by judicial proceedings or otherwise, any sale, transfer or
other disposition of the Collateral subject to such Junior Lien by any holders
of Senior Obligations secured by such Collateral or any Senior Collateral Agent
acting on their behalf; provided that nothing in this clause shall prevent any
Junior Obligations Secured Party from objecting to or otherwise opposing any
sale, transfer or other disposition of Collateral submitted to a bankruptcy
court for approval in a case under the Bankruptcy Code in which the debtor is a
Grantor, (iv) it shall have no right to (A) direct any Senior Collateral Agent
or any holder of Senior Obligations to exercise any right, remedy or power with
respect to the Collateral subject to any Junior Lien or (B) consent to the
exercise by any Senior Collateral Agent or any holder of Senior Obligations of
any right, remedy or power with respect to the Collateral subject to any Junior
Lien, (v) it will not institute any suit or assert in any suit, bankruptcy,
insolvency or other proceeding any claim against any Senior Collateral Agent or
any holder of Senior Obligations seeking damages from or other relief by way of
specific performance, instructions or otherwise with respect to, and neither any
Senior Collateral Agent nor any holder of Senior Obligations shall be liable
for, any action taken or omitted to be taken by such Senior Collateral Agent or
any such holder of Senior Obligations with respect to any Collateral securing
such Senior Obligations that is subject to any Junior Lien; provided that
nothing in this clause shall prevent any Junior Obligations Secured Party from
asserting or seeking to enforce any provision of this Agreement, (vi) it will
not seek, and hereby waives any right, to have any Senior Obligations Collateral
subject to any Junior Lien or any part thereof marshaled upon any foreclosure or
other disposition of such Collateral and (vii) it will not attempt, directly or
indirectly, whether by judicial proceedings or otherwise, to challenge the
enforceability of any provision of this Agreement.

            (b) Each Junior Collateral Agent and each other Junior Obligations
Secured Party hereby agrees that if it shall obtain possession of any Senior
Obligations Collateral, or shall realize any proceeds or payment in respect of
any such Collateral, whether pursuant to any Junior Obligations Security
Document or by the exercise of any rights available to it under applicable law
or in any bankruptcy, insolvency or similar proceeding or otherwise, at any time
when any Senior Obligations secured or intended to be secured by such Collateral
shall remain outstanding or any commitment to extend credit that would
constitute Senior Obligations secured or intended to be secured by such Senior
Lien shall remain in effect, then it shall hold such Collateral, proceeds or
payment
<PAGE>
                                                                              13

in trust for the applicable Senior Obligations Secured Parties and transfer such
Collateral, proceeds or payment, as the case may be, to the applicable Senior
Collateral Agent (it being agreed that if there is more than one applicable
Senior Obligations Collateral Agent, such Collateral, proceeds or payment shall
be distributed in accordance with the relative priorities of the Liens of such
Senior Collateral Agents on the relevant Collateral, proceeds or payment). Each
Junior Obligations Secured Party agrees that if, at any time, all or part of any
payment with respect to any Senior Obligations previously made shall be
rescinded for any reason whatsoever, such Junior Obligations Secured Party shall
promptly pay over to the applicable Senior Collateral Agent any payment received
by it in respect of any Collateral subject to any Senior Lien securing such
Senior Obligations and shall promptly turn any Collateral subject to any such
Senior Lien then held by it over to the applicable Senior Collateral Agent, and
the provisions set forth in this Agreement shall be reinstated as if such
payment had not been made, until the payment and satisfaction in full of the
applicable Senior Obligations.

            SECTION 2.05. Automatic Release of Junior Liens. Each Junior
Collateral Agent and each other Junior Obligations Secured Party agrees that, in
the event of a sale, transfer or other disposition of Senior Obligations
Collateral subject to any Junior Lien, such Junior Lien on such Collateral shall
terminate and be released automatically and without further action if the
applicable Senior Liens on such Collateral are released. Each Junior Collateral
Agent agrees to execute and deliver all such releases and other instruments as
shall reasonably be requested by any applicable Senior Collateral Agent to
evidence and confirm any release of Junior Obligations Collateral provided for
in this Section.

            SECTION 2.06. Certain Agreements With Respect to Bankruptcy or
Insolvency Proceedings. In the event a proceeding under the Bankruptcy Code or
any other Federal, state or foreign bankruptcy, insolvency, receivership or
similar law shall be commenced by or against any Grantor, each Junior Collateral
Agent and the other Junior Obligations Secured Parties shall not, so long as any
Senior Obligations are outstanding, (a) seek in respect of any part of the
Collateral or proceeds thereof or any Lien which may exist thereon any relief
from or modification of the automatic stay as provided in Section 362 of the
Bankruptcy Code or seek or accept any form of adequate protection under either
or both of Sections 362 and 363 of the Bankruptcy Code with respect thereto
except replacement liens junior to the Senior Liens, the accrual (but not the
current payment) of interest and the current payment of out-of-pocket expenses,
including fees and disbursements of counsel and other professional advisors,
incurred by the Junior Collateral Agents (which the Junior Obligations Secured
Parties agree will constitute adequate protection of their claims and
interests), (b) oppose or object to any adequate protection sought by or granted
to any Senior Obligations Secured Party in connection with the use of cash
collateral or post-petition financing under Section 362, 363 or 364 of the
Bankruptcy Code, (c) oppose or object to the use of cash collateral by a
Grantor, unless the Designated Lenders, or a Representative authorized by the
Designated Lenders, shall have opposed or objected to such use of cash
collateral, (d) oppose or object to any post-petition financing (including any
debtor-in-possession financing) provided by any of the Senior Obligations
Secured Parties or provided by a third party pursuant to Section 364 of the
Bankruptcy Code (including on a priming basis), unless
<PAGE>
                                                                              14

the Designated Lenders, or a Representative authorized by the Designated
Lenders, shall have opposed or objected to such post-petition financing, (e)
oppose or object to the determination of the extent of any Liens held by any of
the Senior Obligations Secured Parties or the value of any claims of Senior
Obligations Secured Parties under Section 506(a) of the Bankruptcy Code, or (f)
oppose or object to the payment of interest and expenses as provided under
Sections 506(b) and (c) of the Bankruptcy Code to any Senior Obligations Secured
Parties.

            SECTION 2.07. Reinstatement. In the event that any of the Senior
Obligations shall be paid in full and such payment or any part thereof shall
subsequently, for whatever reason (including, but not limited to, an order or
judgment for disgorgement of a preference under the Bankruptcy Code, or any
similar law, or the settlement of any claim in respect thereof), be required to
be returned or repaid, the terms and conditions of this Article II shall be
fully applicable thereto until all such Senior Obligations shall again have been
paid in full in cash.

                                  ARTICLE III

       Pari Passu Status of Junior Liens and European Facilities US Liens

            SECTION 3.01. Equal Priority of Junior Liens and European Facilities
US Liens. (a) Subject to Section 3.04, all Junior Liens and European Facilities
US Liens in respect of any Collateral are expressly agreed to be equal in right,
priority, operation and effect, notwithstanding anything contained in this
Agreement, the Initial Junior Indebtedness Governing Document, any Designated
Junior Obligations Governing Document, any Junior Obligations Security Document
or any other agreement or instrument to the contrary, and irrespective of the
time, order or method of creation, attachment or perfection of such Junior Liens
and European Facilities US Liens or any defect or deficiency or alleged defect
or deficiency in any of the foregoing.

            (b) It is acknowledged that (i) the aggregate amount of the Junior
Obligations and European Facilities Obligations may be increased from time to
time (subject to the limitations contained in the Credit Agreements, the Initial
Junior Indebtedness Governing Document, the Designated Junior Obligations
Governing Documents and other agreements and instruments to which the Company
and its subsidiaries are party), (ii) a portion of the European Facilities
Obligations and Designated Junior Obligations consists or may consist of
Indebtedness that is revolving in nature, and the amount thereof that may be
outstanding at any time or from time to time may be increased or reduced and
subsequently reborrowed and (iii) the Junior Obligations and European Facilities
Obligations may be extended, renewed or otherwise amended or modified, or
secured with additional Collateral, from time to time, all without affecting the
equal priority of the Junior Liens and European Facilities US Liens or the
provisions of this Agreement defining the relative rights of the Junior Secured
Parties and the European Facilities Secured Parties. Subject to Section 3.04,
the equal priority of the Junior Liens and European Facilities US Liens shall
not be altered or otherwise affected by any amendment, modification, supplement,
extension, increase, replacement, renewal, restatement or refinancing of either
the Junior Obligations or the European Facilities
<PAGE>
                                                                              15

Obligations, by the securing of any Junior Obligations or the European
Facilities Obligations with any additional Collateral or guarantees, by the
release of any Collateral or Guarantees securing any Junior Obligations or the
European Facilities Obligations or by any action that any Collateral Agent or
Secured Party may take or fail to take in respect of any Collateral.

            (c) It is further acknowledged (i) that the Master Guarantee and
Collateral Agreement contains provisions subordinating the European Facilities
US Liens to the Senior Liens securing the US Facilities Obligations and (ii)
that the European Facilities Secured Parties and the holders of other Senior
Obligations of one or more classes may from time to time hereafter enter into
agreements establishing the relative priorities of the European Facilities
Obligations and such classes of other Senior Obligations or of the Liens
securing the same. It is agreed that the relative priorities of the European
Facilities Obligations and the Senior Obligations shall be governed by the
foregoing agreements or, to the extent not determined by such agreements, by
applicable law, and that nothing in this Agreement shall affect such relative
priorities of the European Facilities Obligations and the Senior Obligations of
any class or of the Liens securing any of such obligations. It is further agreed
that no agreements establishing the relative priorities of the European
Facilities Obligations and the Senior Obligations of one or more classes or of
the Liens securing such obligations shall in any way limit or affect the
provisions of this Agreement defining the relative rights of the European
Facilities Secured Parties and the Junior Secured Parties.

            (d) It is further acknowledged that the European Facilities
Obligations are secured by Liens on collateral other than the Collateral subject
to the Junior Liens and European Facilities US Liens, including Liens on assets
and properties of European subsidiaries of the Company created by the European
Facilities Security Documents (as defined in the Master Guarantee and Collateral
Agreement). It is agreed that the Credit Facilities Collateral Agent and the
European Facilities Secured Parties will have no obligation to proceed against
any such other collateral securing the European Facilities Obligations or to
exercise any other remedies available to them as a condition to obtaining the
benefits of this Article III, and that any proceeds realized through the
exercise of remedies afforded by the Junior Liens and European Facilities US
Liens will be allocated ratably among the European Facilities Secured Parties
and the Junior Secured Parties as provided in Section 3.02 based on the
respective amounts of the European Facilities Obligations and Junior Obligations
owed to them, notwithstanding that the European Facilities Secured Parties may
have additional collateral or remedies available to them that are not available
to the Junior Secured Parties.

            SECTION 3.02. Sharing of Proceeds. In the event that any Junior
Obligations Collateral or proceeds of Junior Obligations Collateral shall be
obtained by any European Facilities Secured Party through the exercise of
remedies afforded by any European Facilities US Lien or otherwise (other than as
a result of any distribution made pursuant to the provisions of this paragraph),
the party obtaining such Collateral or proceeds shall (i) promptly notify each
Junior Collateral Agent (or, in the case of a European Facilities Secured Party
other than the Credit Facilities Collateral Agent, the Credit Facilities
Collateral Agent, which shall promptly notify each Junior Collateral
<PAGE>
                                                                              16

Agent) and (ii) in the case of any European Facilities Secured Party other than
the Credit Facilities Collateral Agent, promptly deliver such Collateral or
proceeds to the Credit Facilities Collateral Agent. In the event that any
European Facilities US Collateral or proceeds of European Facilities US
Collateral shall be obtained by any Junior Secured Party through the exercise of
remedies afforded by any Junior Lien or otherwise (other than as a result of any
distribution made pursuant to the provisions of this paragraph), the party
obtaining such proceeds shall (i) promptly notify each Senior Collateral Agent
(or, in the case of a Junior Secured Party other than a Junior Collateral Agent,
the applicable Junior Collateral Agent, which shall promptly notify each Senior
Collateral Agent) and (ii) in the case of any Junior Secured Party other than a
Junior Collateral Agent, promptly deliver such Collateral or proceeds to the
applicable Junior Collateral Agent. Promptly following the delivery of any
notice (and any Collateral or proceeds thereof) as provided in either of the two
preceding sentences, the Credit Facilities Collateral Agent and the Junior
Collateral Agents shall arrange for the division of the Collateral or proceeds
to which such notice relates between the Credit Facilities Collateral Agent and
the Junior Collateral Agents, ratably in accordance with the outstanding amounts
of the European Facilities Obligations and the Junior Secured Obligations
secured thereby, respectively (as such outstanding amounts shall be certified by
the applicable Collateral Agents), and the Credit Facilities Collateral Agent
and each Junior Collateral Agent will distribute the Collateral or proceeds
received by it pursuant to such division among the European Facilities Secured
Parties or the applicable Junior Secured Parties, as the case may be, and, if
applicable, to the Company or the Grantors, in accordance with the Credit
Facilities Security Documents or the Junior Security Documents, respectively.
Notwithstanding the foregoing, (a) if any Collateral received by any European
Facilities Secured Party or Junior Secured Party as provided in either of the
first two sentences of this paragraph shall consist of assets other than cash,
the Credit Facilities Collateral Agent and the Junior Collateral Agents may make
such arrangements as they shall agree to be reasonable for the holding of such
Collateral pending its liquidation or distribution, and (b) neither the Company
nor any Grantor consents to any such sharing of proceeds that were obtained in
violation of any Credit Facilities Security Document or Junior Obligations
Security Document or are required to be returned to the Company or any Grantor
under the provisions of any Credit Facilities Security Document or Junior
Obligations Security Document.

            SECTION 3.03. Rights and Obligations Subject to Article II.
Notwithstanding any other provision contained herein, the rights and obligations
of the European Facilities Secured Parties and the Junior Secured Parties under
this Article III shall in all respects be subject to the provisions of Article
II of this Agreement.

            SECTION 3.04. Designation of European Facilities Obligations as
Designated Senior Obligations. Notwithstanding any of the foregoing provisions
of this Article III, if any European Facilities Obligations shall at any time be
designated as Designated Senior Obligations in compliance with Section 4.01
(including the requirement of Section 4.01 that such designation shall not
violate or result in a default under any provision of the Initial Junior
Indebtedness Governing Document or any existing Designated Junior Obligations
Governing Document), then (a) such European Facilities Obligations shall for all
purposes of this Agreement constitute Senior
<PAGE>

                                                                              17

Obligations and the European Facilities US Liens securing such European
Facilities Obligations shall for all purposes of this Agreement constitute
Senior Liens, (b) the foregoing provisions of this Article III shall no longer
be applicable to such European Facilities Obligations or European Facilities US
Liens and (c) the provisions of Article II shall govern the relative priorities
and rights of such European Facilities Obligations, the related European
Facilities US Liens, the Junior Obligations and the Junior Liens.

                                   ARTICLE IV

         Designated Senior Obligations and Designated Junior Obligations

            SECTION 4.01. Designation. The Company may from time to time,
subject to any limitations contained in the Credit Agreements, any existing
Designated Senior Obligations Governing Documents, the Initial Junior
Indebtedness Governing Document and any existing Designated Junior Obligations
Governing Documents, designate additional Indebtedness and related obligations
that are, or are to be, secured by Liens on any assets or properties of the
Company or any of its subsidiaries as Designated Senior Obligations or
Designated Junior Obligations by delivering to each Collateral Agent a notice:

                  (i)   describing the obligations being designated as
Designated Senior Obligations or Designated Junior Obligations, and including a
statement of the maximum aggregate outstanding principal amount of such
obligations;

                  (ii)  listing the Designated Senior Obligations Governing
Documents or Designated Junior Obligations Governing Documents under which such
Designated Senior Obligations or Designated Junior Obligations are issued or
incurred and the Designated Senior Obligations Security Documents or Designated
Junior Obligations Security Documents securing such Designated Senior
Obligations or Designated Junior Obligations, and attaching copies of such
Designated Senior Obligations Governing Documents and Designated Senior
Obligations Security Documents or such Designated Junior Obligations Governing
Documents and Designated Junior Obligations Security Documents;

                  (iii) identifying the Designated Senior Obligations Collateral
Agent or Designated Junior Obligations Collateral Agent with respect to such
Designated Senior Obligations or Designated Junior Obligations, and any other
Representative of the holders of such Designated Senior Obligations or
Designated Junior Obligations;

                  (iv)  certifying that the incurrence of such Designated Senior
Obligations or Designated Junior Obligations, the creation of the Liens securing
such Designated Senior Obligations or Designated Junior Obligations and the
designation of such Designated Senior Obligations or Designated Junior
Obligations as Designated Senior Obligations or Designated Junior Obligations
hereunder do not violate or result in a default under any provision of any
Credit Agreement, any existing Designated Senior Obligations Governing Document,
the Initial Junior Indebtedness Governing Document or any existing Designated
Junior Obligations Governing Document;
<PAGE>
                                                                              18

                  (v)   in the case of any Designated Junior Obligations,
certifying that the Designated Junior Obligations Governing Document governing
such Designated Junior Obligations and each related principal Designated Junior
Obligations Security Document (other than any account control or "lock-box"
agreement) contains a provision substantially to the effect set forth in Annex
II hereto under which the applicable Designated Junior Obligations Secured
Parties agree, or are deemed to agree, to be bound by the provisions of this
Agreement; and

                  (vi)  attaching a fully executed Accession Agreement under
which the Designated Senior Obligations Collateral Agent or Designated Junior
Obligations Collateral Agent with respect to such Designated Senior Obligations
or Designated Junior Obligations shall become a party to and a Collateral Agent
under this Agreement (unless such Designated Senior Obligations Collateral Agent
or Designated Junior Obligations Collateral Agent shall already be a party
hereto).

Upon the delivery of such notice and the related attachments as provided above,
the obligations designated in such notice shall become Designated Senior
Obligations or Designated Junior Obligations, as the case may be, for all
purposes of this Agreement. Notwithstanding any other provision contained in
this Section or elsewhere in this Agreement, (A) no obligation shall constitute
a Designated Senior Obligation if the incurrence of such obligation, the
creation of the Liens securing such obligation or the designation of such
obligation as a Designated Senior Obligation hereunder would violate or result
in a default under any provision of any Credit Agreement, any existing
Designated Senior Obligations Governing Document, the Initial Junior
Indebtedness Governing Document or any existing Designated Junior Obligations
Governing Document, and (B) no Designated Junior Obligation shall be entitled to
the benefits of Article III if the incurrence of such obligation, the creation
of the Liens securing such obligation or the designation of such obligation as a
Designated Junior Obligation hereunder would violate or result in a default
under any provision of the Initial Junior Indebtedness Governing Document or any
existing Designated Junior Obligations Governing Document (it being agreed that
any such Designated Junior Obligation and the related Designated Junior
Obligations Secured Parties shall nevertheless be subject to Article II and
bound by the obligations of Junior Obligations Secured Parties hereunder).

                                   ARTICLE V

             Sub-Agency for Perfection of Certain Security Interests

            Each Senior Collateral Agent acknowledges and agrees that if it
shall at any time hold a Senior Lien (or, in the case of the Credit Facilities
Collateral Agent, a European Facilities US Lien) on any Junior Obligations
Collateral that can be perfected by the possession or control of such Collateral
or of any account in which such Collateral is held, and if such Collateral or
any such account is in fact in the possession or under the control of such
Senior Collateral Agent, such Senior Collateral Agent will serve as sub-agent
for each Junior Collateral Agent for the sole purpose of perfecting the Junior
Lien of such Junior Collateral Agent in such Collateral and shall have
possession or control of such Collateral as agent on behalf of each Junior
Collateral Agent. It is agreed that the


<PAGE>
                                                                              19

obligations of the applicable Senior Collateral Agent and the rights of the
Junior Collateral Agents and the other Junior Obligations Secured Parties in
connection with any such sub-agency arrangement will be in all respects subject
to the provisions of Article II. The Senior Collateral Agent will be deemed to
make no representation as to the adequacy of the steps taken by it to perfect
the Junior Lien on any such Collateral and shall have no responsibility to any
Junior Collateral Agent or other Junior Obligations Secured Party for such
perfection, it being understood that the sole purpose of this Article is to
enable the Junior Obligations Secured Parties to obtain a perfected Junior Lien
in such Collateral to the extent that such perfection results from the
possession or control of such Collateral or any such account by the Senior
Collateral Agent. At such time as the Senior Obligations secured by the Senior
Lien of such Senior Collateral Agent (and, in the case of the Credit Facilities
Collateral Agent, the European Facilities Obligations secured by the European
Facilities US Liens of such Collateral Agent) shall have been paid and satisfied
in full and any commitment to extend credit that would constitute such Senior
Obligations (or European Facilities Obligations) shall have been terminated,
such Senior Collateral Agent shall take all such actions in its power as shall
reasonably be requested by the applicable Junior Collateral Agents to transfer
possession of such Collateral to the Junior Collateral Agents or to transfer
direct control of such Collateral or any such account to the Junior Collateral
Agents; provided, that if any such Collateral or any such account shall be
subject to any other Senior Lien, then such Senior Collateral Agent shall
instead transfer possession of such Collateral to the Senior Collateral Agent
holding such Senior Lien or take such actions in its power as shall reasonably
be requested to transfer direct control of such Collateral or any such account
to the Senior Collateral Agent holding such Senior Lien. Each Junior Collateral
Agent agrees that if it shall obtain possession or direct control of any
Collateral or any account pursuant to the foregoing provisions and such
Collateral or account shall thereafter become subject to any Senior Lien, it
will take all such actions in its power as shall reasonably be requested by the
Senior Collateral Agent holding such Senior Lien to transfer possession of such
Collateral to such Senior Collateral Agent or take such actions in its power as
shall reasonably be requested to transfer direct control of such Collateral or
any such account to the Senior Collateral Agent holding such Senior Lien.

                                   ARTICLE VI

                 Existence and Amounts of Liens and Obligations

            Whenever any Collateral Agent shall be required, in connection with
the exercise of its rights or the performance of its obligations hereunder, to
determine the existence or amount of any Senior Obligations, European Facilities
Obligations or Junior Obligations, or the existence of any Lien securing any
such obligations, or the Collateral subject to any such Lien, it may request
that such information be furnished to it in writing by the Representative of
such Senior Obligations, European Facilities Obligations or Junior Obligations
and shall be entitled to make such determination on the basis of the information
so furnished; provided, however, that if, notwithstanding the request of such
Collateral Agent, such Representative shall fail or refuse reasonably promptly
to provide the requested information, such Collateral Agent shall be entitled to
determine such existence or amount by such method as it may, in the exercise of
its good faith judgment,
<PAGE>
                                                                              20

determine, including by reliance upon a certificate of the Company. Each
Collateral Agent may rely conclusively, and shall be fully protected in so
relying, on any determination made by it in accordance with the provisions of
the preceding sentence (or as otherwise directed by a court of competent
jurisdiction) and shall have no liability to any Secured Party or any affiliate
thereof as a result of such determination.

                                  ARTICLE VII

                               Consent of Grantors

            Each Grantor hereby consents to the provisions of this Agreement and
the intercreditor arrangements provided for herein and agrees that the
obligations of the Grantors under the Senior Obligations Security Documents will
in no way be diminished or otherwise affected by such provisions or
arrangements.

                                  ARTICLE VIII

                         Representations and Warranties

            SECTION 8.01. Representations and Warranties of Each Party. Each
Secured Party hereto represents and warrants to the other Secured Parties hereto
as follows:

            (a) Such party is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization and has all
requisite power and authority to enter into and perform its obligations under
this Agreement.

            (b) This Agreement has been duly executed and delivered by such
party and constitutes a legal, valid and binding obligation of such party,
enforceable in accordance with its terms.

            (c) The execution, delivery and performance by such party of this
Agreement (i) do not require any consent or approval of, registration or filing
with or any other action by any governmental authority and (ii) will not violate
any applicable law or regulation or the charter, by-laws or other organizational
documents of such party or any order of any governmental authority or any
indenture, agreement or other instrument binding upon such party.

            SECTION 8.02. Representations and Warranties of Each Collateral
Agent. Each Collateral Agent represents and warrants to the other parties hereto
that it has been authorized and directed by the Secured Parties for which it
serves as collateral agent (or, in the case of the Credit Facilities Collateral
Agent, by the Majority Lenders under and as defined in each Credit Agreement) to
enter into this Agreement.
<PAGE>
                                                                              21

                                   ARTICLE IX

                                  Miscellaneous

            SECTION 9.01. Notices. All notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as
follows:

            (a) if to the Credit Facilities Collateral Agent, to JPMorgan Chase
Bank, Loan & Agency Services Group, 1111 Fannin, 10th Floor, Houston, Texas
77002, Attention of Debbie Meche and Cliff Trapani (Telecopy No. (713) 750-2938,
with a copy to JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017,
Attention of Robert Kellas (Telecopy No. (212) 270-3089);

            (b) if to the Initial Junior Indebtedness Collateral Agent, to
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, DE 19890-0001, attention of the Corporate Trust Administration
(Telecopy No. (302) 636-4145);

            (c) if to any Designated Senior Obligations Collateral Agent or
Designated Junior Obligations Collateral Agent, to it at the address or telecopy
number specified in the applicable Accession Agreement; and

            (d) if to the Company, to it at 1144 East Market Street, Akron,
Ohio, 44316-0001, attention of the Treasurer (Telecopy No. (330) 796-6502 or
(330) 796-8836).

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto (and for this
purpose a notice to the Company shall be deemed to be a notice to each Grantor).
All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt.

            SECTION 9.02. Waivers; Amendment. (a) No failure or delay on the
part of any party hereto in exercising any right or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the parties
hereto are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of this Agreement or consent to
any departure by any party therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section, and then such waiver
or consent shall be effective only in the specific instance and for the purpose
for which given. No notice or demand on any party hereto in any case shall
entitle such party to any other or further notice or demand in similar or other
circumstances.

            (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered
<PAGE>
                                                                              22

into by each Collateral Agent, the Company and each Grantor with respect to
which such waiver, amendment or modification is to apply.

            SECTION 9.03. Parties in Interest. This Agreement shall be binding
upon and inure to the benefit of the parties hereto (including any Designated
Senior Obligations Collateral Agents or Designated Junior Obligations Collateral
Agents becoming parties hereto as provided in Section 9.04) and their respective
successors and assigns, as well as the other Credit Facilities Secured Parties,
Initial Junior Indebtedness Secured Parties, Designated Senior Obligations
Secured Parties and Designated Junior Obligations Secured Parties, all of whom
are intended to be bound by, and to be third party beneficiaries of, this
Agreement.

            SECTION 9.04. Accession of Designated Senior Obligations Collateral
Agents and Designated Junior Obligations Collateral Agents. Upon the execution
and delivery by the collateral agent or similar Representative of any Designated
Senior Obligations or Designated Junior Obligations of an Accession Agreement as
provided in Article IV, such collateral agent or Representative shall become a
party to this Agreement as the Designated Senior Obligations Collateral Agent
for such Designated Senior Obligations or the Designated Junior Obligations
Collateral Agent for such Designated Junior Obligations, as the case may be, and
shall thenceforth have all the rights and obligations applicable to it in such
capacity hereunder.

            SECTION 9.05. Survival of Agreement. All covenants, agreements,
representations and warranties made by any party in this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement.

            SECTION 9.06. Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute a single contract. Delivery of an executed
signature page to this Agreement by facsimile transmission shall be as effective
as delivery of a manually signed counterpart of this Agreement.

            SECTION 9.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

            SECTION 9.08. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.
<PAGE>
                                                                              23

            (b) Each party hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any party hereto may
otherwise have to bring any action or proceeding relating to this Agreement in
the courts of any jurisdiction.

            (c) Each party hereto hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred to
in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

            (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

            SECTION 9.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

            SECTION 9.10. Specific Performance. Each party hereto (a) agrees
that any other party hereto may demand specific performance of this Agreement
and (b) irrevocably waives any defense based on the adequacy of a remedy at law,
and any other defense, that might be asserted in opposition to the awarding of
specific performance in any action that may be brought by any other party
hereto.
<PAGE>
                                                                              24

            SECTION 9.11. Headings. Article and Section headings used herein are
for convenience of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Agreement.
<PAGE>
                                                                              25

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                                             JPMORGAN CHASE BANK, as Credit
                                             Facilities Collateral Agent,

                                                 By
                                                       /s/ Robert P. Kellas
                                                    ----------------------------
                                                    Name:  Robert P. Kellas
                                                    Title: Vice President
<PAGE>
                                                                              26

                               WILMINGTON TRUST COMPANY, as
                               Initial Junior Indebtedness Collateral Agent,

                                   By
                                        /s/ James A. Hanley
                                      --------------------------------------
                                      Name:  James A. Hanley
                                      Title: Senior Financial Services Officer
<PAGE>
                                                                              27

                                     THE GOODYEAR TIRE & RUBBER
                                     COMPANY

                                        By
                                             /s/ D. R. Wells
                                           ----------------------------
                                           Name:  D. R. Wells
                                           Title:  Vice President and Treasurer
<PAGE>
                                                                              28

                                             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

                                             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
<PAGE>
                                                                              29

                                             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

                                             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

                                             THE KELLY-SPRINGFIELD TIRE
                                             CORPORATION,

                                               By
                                                    /s/ D. R. Wells
                                                  ------------------------------
                                                  Name:  D. R. Wells
                                                  Title: Vice President
<PAGE>
                                                                              30

                                             WINGFOOT VENTURES EIGHT, INC.,

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

                                             WINGFOOT COMMERCIAL TIRE
                                             SYSTEMS, LLC,

                                               By
                                                    /s/ D. R. Wells
                                                  ------------------------------
                                                  Name:  D. R. Wells
                                                  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
<PAGE>
                                                                         ANNEX I
                                    [Form of]

                               ACCESSION AGREEMENT

                                    AGREEMENT dated as of [-], among [NAME OF
                           ACCEDING DESIGNATED OBLIGATIONS COLLATERAL AGENT]
                           (the "Acceding Designated [Senior] [Junior]
                           Obligations Collateral Agent") and THE GOODYEAR TIRE
                           & RUBBER COMPANY, an Ohio corporation (the
                           "Company").

            A. Reference is made to the Lien Subordination and Intercreditor
Agreement dated as of March 12, 2004 (the "Intercreditor Agreement"), among the
Credit Facilities Collateral Agent, the Initial Junior Indebtedness Collateral
Agent, the Company, the Subsidiary Parties and [any Designated Senior
Obligations Collateral Agent or Designated Junior Obligations Collateral Agent
that has heretofore become a party thereto by way of accession].

            B. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the Intercreditor Agreement.

            C. The Company proposes to issue or incur [describe Designated
[Senior] [Junior] Obligations] (the "Acceding Obligations"), and the Acceding
Designated [Senior] [Junior] Obligations Collateral Agent will serve as
collateral agent for the holders of the Acceding Obligations. The Acceding
Obligations are being designated by the Company as Designated [Senior] [Junior]
Obligations in accordance with Section 4.01 of the Intercreditor Agreement.

            D. The Acceding Designated [Senior] [Junior] Obligations Collateral
Agent wishes to become a party to the Intercreditor Agreement and to acquire and
undertake, for itself and on behalf of the holders from time to time of the
[Designated [Senior] [Junior] Obligations] the rights and obligations of a
Designated [Senior] [Junior] Obligations Collateral Agent thereunder. The
Acceding Designated [Senior] [Junior] Obligations Collateral Agent is entering
into this Agreement in accordance with the provisions of the Intercreditor
Agreement in order to become a Designated [Senior] [Junior] Obligations
Collateral Agent thereunder.

            Accordingly, the Acceding Designated [Senior] [Junior] Obligations
Collateral Agent and the Company agree as follows, for the benefit of the
Acceding Designated [Senior] [Junior] Obligations Collateral Agent, the Company
and each other party to the Intercreditor Agreement:

            SECTION 1. Accession to the Intercreditor Agreement. The Acceding
Designated [Senior] [Junior] Obligations Collateral Agent (a) hereby accedes and
becomes a party to the Intercreditor Agreement as Designated [Senior] [Junior]
Obligations Collateral Agent for the holders from time to time of the

<PAGE>

                                                                               2

Acceding Obligations, (b) agrees, for itself and on behalf of the holders from
time to time of the Acceding Obligations, to all the terms and provisions of the
Intercreditor Agreement and (c) shall have all the rights and obligations of a
Designated [Senior] [Junior] Obligations Collateral Agent under the
Intercreditor Agreement.

            SECTION 2. Representations, Warranties and Acknowledgement of
Acceding Designated [Senior] [Junior] Obligations Collateral Agent. The Acceding
Designated [Senior] [Junior] Obligations Collateral Agent represents and
warrants that it has the power and authority to enter into this Agreement and
has been authorized to do so by the holders of the Acceding Obligations. The
Acceding Designated [Senior] [Junior] Obligations Collateral Agent confirms that
it has received a copy of the Intercreditor Agreement as in effect on the date
hereof.

            SECTION 3. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument.

            SECTION 4. Benefit of Agreement. THE AGREEMENTS SET FORTH HEREIN OR
UNDERTAKEN PURSUANT HERETO ARE FOR THE BENEFIT OF, AND MAY BE ENFORCED BY, ANY
PARTY TO THE INTERCREDITOR AGREEMENT.

            SECTION 5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

            SECTION 6. Severability. In case any one or more of the provisions
contained in this Agreement should be held invalid, illegal or unenforceable in
any respect, none of the parties hereto shall be required to comply with such
provision for so long as such provision is held to be invalid, illegal or
unenforceable, but the validity, legality and enforceability of the remaining
provisions contained herein and in the Intercreditor Agreement shall not in any
way be affected or impaired. The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

            SECTION 7. Notices. All communications and notices hereunder shall
be in writing and given as provided in Section 9.01 of the Intercreditor
Agreement. All communications and notices hereunder to the Acceding Designated
[Senior] [Junior] Obligations Collateral Agent shall be given to it at the
address set forth under its signature hereto, which information supplements
Section 9.01 to the Intercreditor Agreement.
<PAGE>
                                                                               3

            IN WITNESS WHEREOF, the Acceding Designated [Senior] [Junior]
Obligations Collateral Agent and the Company have duly executed this Agreement
as of the day and year first above written.

                                             [NAME OF ACCEDING DESIGNATED
                                             OBLIGATIONS COLLATERAL AGENT],
                                             as a Designated [Senior] [Junior]
                                             Obligations Collateral Agent

                                               by ______________________________
                                                  Name:
                                                  Title:

                                                  For Notices
                                                  Attention of:
                                                  Address:
                                                  Telecopy No.:

                                             THE GOODYEAR TIRE & RUBBER
                                             COMPANY

                                               By ______________________________

                                                  Name:
                                                  Title:
<PAGE>

                                                                        ANNEX II

Provision for Designated Junior Obligations Governing Document

            REFERENCE IS MADE TO THE LIEN SUBORDINATION AND INTERCREDITOR
AGREEMENT DATED AS OF MARCH 12, 2004, AMONG JPMORGAN CHASE BANK, AS COLLATERAL
AGENT FOR THE CREDIT FACILITIES SECURED PARTIES REFERRED TO THEREIN; WILMINGTON
TRUST COMPANY, AS COLLATERAL AGENT FOR THE INITIAL JUNIOR INDEBTEDNESS SECURED
PARTIES REFERRED TO THEREIN; THE GOODYEAR TIRE & RUBBER COMPANY; THE
SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY NAMED THEREIN; AND THE
DESIGNATED SENIOR OBLIGATIONS COLLATERAL AGENTS AND DESIGNATED JUNIOR
OBLIGATIONS COLLATERAL AGENTS BECOMING PARTIES THERETO FROM TIME TO TIME (THE
"INTERCREDITOR AGREEMENT"). EACH [HOLDER OF DESIGNATED JUNIOR OBLIGATIONS] (A)
[HEREBY CONSENTS][WILL BE DEEMED TO HAVE CONSENTED] TO THE SUBORDINATION OF THE
[LIENS SECURING THE DESIGNATED JUNIOR OBLIGATIONS] ON THE TERMS SET FORTH IN THE
INTERCREDITOR AGREEMENT, (B) [HEREBY AGREES][WILL BE DEEMED TO HAVE AGREED] THAT
IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT AND (C) [HEREBY AUTHORIZES AND INSTRUCTS][WILL BE DEEMED
TO HAVE AUTHORIZED AND INSTRUCTED] THE [DESIGNATED JUNIOR OBLIGATIONS COLLATERAL
AGENT] TO ENTER INTO THE INTERCREDITOR AGREEMENT AND TO SUBJECT THE [DESIGNATED
JUNIOR OBLIGATIONS] AND THE [LIENS SECURING THE DESIGNATED JUNIOR OBLIGATIONS]
TO THE PROVISIONS THEREOF. THE FOREGOING PROVISIONS ARE INTENDED AS AN
INDUCEMENT TO THE SENIOR OBLIGATIONS SECURED PARTIES (AS DEFINED IN THE
INTERCREDITOR AGREEMENT) TO EXTEND CREDIT TO THE GOODYEAR TIRE & RUBBER COMPANY
AND ITS SUBSIDIARIES, AND SUCH SENIOR OBLIGATIONS SECURED PARTIES ARE INTENDED
THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT.

Provision for Designated Junior Obligations Security Document

REFERENCE IS MADE TO THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS
OF MARCH 12, 2004, AMONG JPMORGAN CHASE BANK, AS COLLATERAL AGENT FOR THE CREDIT
FACILITIES SECURED PARTIES REFERRED TO THEREIN; WILMINGTON TRUST COMPANY, AS
COLLATERAL AGENT FOR THE INITIAL JUNIOR INDEBTEDNESS SECURED PARTIES REFERRED TO
THEREIN; THE GOODYEAR TIRE & Rubber Company; THE SUBSIDIARIES OF THE GOODYEAR
TIRE & Rubber Company named therein; AND THE DESIGNATED SENIOR OBLIGATIONS
COLLATERAL AGENTS AND DESIGNATED JUNIOR OBLIGATIONS COLLATERAL AGENTS BECOMING
PARTIES THERETO FROM TIME TO TIME (THE "INTERCREDITOR AGREEMENT").
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, THIS AGREEMENT, THE LIENS
CREATED HEREBY AND THE RIGHTS, REMEDIES, DUTIES AND OBLIGATIONS PROVIDED FOR
HEREIN ARE SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT AND, TO THE EXTENT PROVIDED THEREIN, THE SENIOR OBLIGATIONS SECURITY
DOCUMENTS (AS DEFINED IN THE INTERCREDITOR AGREEMENT). IN THE EVENT OF ANY
CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE
INTERCREDITOR AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL
CONTROL.