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                                                                     EXHIBIT 4.5


                        FIRST AMENDMENT dated as of February 19, 2004 (this
                  "Amendment"), to the Term Loan and Revolving Credit Agreement
                  dated as of March 31, 2003 (the "Credit Agreement"), among THE
                  GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation
                  ("Goodyear"); GOODYEAR DUNLOP TIRES EUROPE B.V., a corporation
                  organized under the laws of the Netherlands (the "European
                  J.V."); GOODYEAR DUNLOP TIRES GERMANY GMBH, a corporation
                  organized under the laws of the Federal Republic of Germany
                  ("GDTG"); GOODYEAR GMBH & CO KG, a partnership organized under
                  the laws of the Federal Republic of Germany ("Goodyear KG");
                  DUNLOP GMBH & CO KG, a partnership organized under the laws of
                  the Federal Republic of Germany ("Dunlop KG"); GOODYEAR
                  LUXEMBOURG TIRES SA, a societe anonyme organized under the
                  laws of Luxembourg ("Lux Tires"); the lenders party thereto
                  (together with their successors and permitted assigns
                  thereunder, the "Lenders"); and JPMORGAN CHASE BANK, a New
                  York banking corporation, as administrative agent for the
                  Lenders (in such capacity, the "Administrative Agent").

            WHEREAS, pursuant to the terms and conditions of the Credit
Agreement, the Lenders have extended and agreed to extend credit to the
Borrowers; and

            WHEREAS, Goodyear and the Borrowers have requested, and the Majority
Lenders are willing to agree, that certain provisions of the Credit Agreement
and of the Security Documents be amended on the terms and subject to the
conditions set forth herein.

            NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows:

            SECTION 1. Defined Terms. Capitalized terms used and not defined
herein shall have the meanings given to them in the Credit Agreement or, if not
defined therein, in the Guarantee and Collateral Agreement, each as amended
hereby or pursuant hereto.

            SECTION 2. Amendments to Section 1.01 of the Credit Agreement.
Section 1.01 of the Credit Agreement is hereby amended as follows:

                  (a) The definition of "Capital Expenditures" is hereby amended
      by deleting the word "and" immediately before "(ii)" in the second
      sentence thereof and inserting immediately before the period at the end of
      such sentence "and (iii) "Capital Expenditures" in respect of any period
      shall be reduced by the amount of Customer Capital Expenditures that are
      directly paid by customers during such period and by the amount of
      reimbursements Goodyear or any Subsidiary shall have received during such
      period from customers in respect of Customer Capital

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      Expenditures; provided that the aggregate amount of such reductions shall
      not exceed $50,000,000 in any fiscal year".

                  (b) The definition of "Consolidated Net Worth" is hereby
      amended by inserting "(including the $84,700,000 of charges incurred in
      connection with Goodyear's restatement of its financial statements from
      1998 through the second quarter of 2003, reflected in SEC filings made in
      the fourth quarter of 2003)" immediately after the phrase "non-cash
      non-recurring charges" in clause (c)(i) of such definition.

                  (c) The definition of "Consolidated Senior Secured
      Indebtedness" is hereby amended by inserting "(other than up to
      $2,500,000,000 aggregate principal amount of Senior Subordinated-Lien
      Indebtedness)" immediately after the word "Indebtedness" in clause (a) of
      such definition.

                  (d) The definition of "Credit Documents" is hereby amended by
      replacing the word "and" with a comma and by inserting immediately before
      the period at the end thereof "and the Lien Subordination and
      Intercreditor Agreement".

                  (e) The definition of "Net Cash Proceeds" is hereby amended by
      inserting at the end thereof, "The Net Cash Proceeds of any event that is
      not a Prepayment Event shall be determined as if such event were a
      Prepayment Event."

                  (f) Clause (c) of the definition of "Permitted Encumbrances"
      is hereby amended by inserting therein immediately after the phrase
      "deposits made" the phrase "(including cash deposits to secure obligations
      in respect of letters of credit provided)".

                  (g) Clause (f) of the definition of "Permitted Investments" is
      hereby amended by replacing the word "or" immediately before clause (ii)
      thereof with a comma and inserting immediately before the period at the
      end thereof the following:

            ", (iii) investments of the type and maturity described in clause
            (c) in any obligor organized under the laws of a jurisdiction other
            than the United States that (A) is a branch or subsidiary of a
            Lender or the ultimate parent company of a Lender under one of the
            New Facilities Credit Agreements (but only if such Lender meets the
            ratings and capital, surplus and undivided profits requirements of
            such clause (c)) or (B) carries a rating at least equivalent to the
            rating of the sovereign nation in which it is located, and (iv)
            other investments of the type and maturity described in clause (c)
            in obligors organized under the laws of a jurisdiction other than
            the United States in any country in which such Subsidiary is
            located; provided, that the investments permitted under this
            subclause (iv) shall not exceed $10,000,000 for all such
            Subsidiaries in any such country or $50,000,000 in the aggregate for
            all such Subsidiaries and all countries".

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                  (h) The definition of "Securitization Transaction" is hereby
      amended by inserting immediately before the period at the end of the first
      sentence thereof the following:

                  (i) "; provided that "Securitization Transaction" shall not
      include (A) the sale by any Foreign Subsidiary, in the ordinary course of
      its business, of drafts with a bank or other financial institution as the
      maker (or otherwise primarily responsible for the payment thereof),
      bankers acceptances or similar instruments received by such Foreign
      Subsidiary from a customer operating in a jurisdiction other than the
      United States or any of its territories or possessions or any political
      subdivision thereof in satisfaction of accounts receivable or otherwise as
      consideration for goods sold or services provided to such customer or (B)
      the sale, in the ordinary course of business, of drafts not payable on
      demand received by Goodyear or any Subsidiary from a customer in
      satisfaction of accounts receivable or otherwise as consideration for
      goods sold or services provided to such customer pursuant to an
      arrangement (1) initiated by and entered into at the request of such
      customer, and (2) under which a financial institution has agreed as part
      of a financing program established for and at the request of such customer
      to buy such drafts from such customer's vendors (which arrangements may be
      modified by Goodyear or any Subsidiary to contemplate the repurchase of
      such drafts by such customer, or other actions by such customer to
      reinstate or to pay receivables in respect of which such drafts were
      created, in the event of any failure by such financial institution to buy
      such drafts)".

            The following new definitions are hereby inserted in their
appropriate alphabetical positions:

            "Customer Capital Expenditures" shall mean all or any portion of the
purchase price of equipment or other fixed assets purchased for use in the
business of Goodyear or any Subsidiary that is paid directly, or reimbursed to
Goodyear or any Subsidiary, by customers of Goodyear or any of the Subsidiaries
that are not Affiliates of Goodyear.

            "Designated Debt" means Indebtedness of Goodyear that matures during
any of the calendar years 2005, 2006, 2007 and 2008.

            "First Amendment" means the First Amendment dated as of February 19,
2004, to this Agreement.

            "First Amendment Date" means February 19, 2004.

            "Junior Securities" means, collectively, any Senior
Subordinated-Lien Indebtedness and any Indebtedness or preferred Equity
Interests issued under Section 6.01(q).

            "Lien Subordination and Intercreditor Agreement" means a Lien
Subordination and Intercreditor Agreement, to be dated on or about the first
date on which Senior Subordinated-Lien Indebtedness is incurred, issued or sold,
among the

                                      -3-
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Collateral Agent, the applicable Senior Subordinated-Lien Collateral Agent,
Goodyear and the US Subsidiary Guarantors, in substantially the form of the
draft made available to the Lenders prior to the First Amendment Date with such
changes as shall have been approved by the Administrative Agent.

            "Senior Subordinated-Lien Collateral Agent" means, as to any Senior
Subordinated-Lien Indebtedness, the collateral agent under the applicable Senior
Subordinated-Lien Indebtedness Security Documents.

            "Senior Subordinated-Lien Governing Documents" means each Indenture
or other agreement or instrument providing for the issuance or setting forth the
terms of any Senior Subordinated-Lien Indebtedness.

            "Senior Subordinated-Lien Indebtedness" means Indebtedness of
Goodyear issued after the First Amendment Date that (a) is secured by Liens
permitted under Section 6.02(m), but that is not secured by Liens on any
additional assets, (b) constitutes Initial Junior Indebtedness or Designated
Junior Obligations under the Lien Subordination and Intercreditor Agreement, and
the Liens securing which are subordinated under the Lien Subordination and
Intercreditor Agreement to the Liens securing the Obligations and (c) does not
contain provisions inconsistent with the provisions of Annex A to the First
Amendment.

            "Senior Subordinated-Lien Obligations" means, as to any Senior
Subordinated-Lien Indebtedness, (a) the principal of and all premium or
make-whole amounts, if any, and interest payable in respect of such Senior
Subordinated-Lien Indebtedness, (b) any amounts payable under Guarantees of such
Senior Subordinated-Lien Indebtedness by Subsidiaries and (c) all other amounts
payable by Goodyear or any Subsidiary under such Senior Subordinated-Lien
Indebtedness, the applicable Senior Subordinated-Lien Security Documents (to the
extent such amounts relate to such Senior Subordinated-Lien Indebtedness) or the
applicable Senior Subordinated-Lien Governing Documents.

            "Senior Subordinated-Lien Security Documents" means, as to any
Senior Subordinated-Lien Indebtedness, the security agreements, pledge
agreements, mortgages and other documents creating Liens on assets of Goodyear
and the US Subsidiary Guarantors to secure the applicable Senior
Subordinated-Lien Obligations.

            SECTION 3. Amendments to Section 1.02 of the Credit Agreement.
Section 1.02 of the Credit Agreement is hereby amended by inserting the
following at the end thereof:

            (a) "For purposes of determining compliance as of any date with
      Section 6.09, amounts incurred in euros during 2003 shall be translated
      into dollars at the exchange rate in effect on March 31, 2003, and amounts
      incurred in euros during any subsequent year shall be translated into
      dollars at the exchange rate determined by Goodyear and used in its Annual
      Operating Plan for such year


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      (which exchange rate shall be determined reasonably and set forth in the
      first certificate delivered pursuant to Section 5.01(c) during such
      year)."

            SECTION 4. Amendments to Section 5.01 of the Credit Agreement.
Paragraph (c) of Section 5.01 of the Credit Agreement is hereby amended by (a)
deleting the words "at the time of" at the beginning of such paragraph and
inserting in their place the words "not later than one Business Day after", (b)
removing the word "and" immediately preceding clause (iii) thereof and (c)
adding at the end of clause (iii) and immediately preceding the semicolon the
following clause: "and (iv) specifying the exchange rate determined by Goodyear
and used in its Annual Operating Plan for the then current fiscal year (which
rate Goodyear agrees to determine reasonably)".

            SECTION 5. Amendment to Section 5.08 of the Credit Agreement.
Section 5.08 of the Credit Agreement is hereby amended by adding the following
paragraph at the end thereof:

                  "(f) Substantially simultaneously with the initial incurrence,
            issuance or sale of Senior Subordinated-Lien Indebtedness, Goodyear
            will and will cause the US Facilities Grantors (as defined in the
            Guarantee and Collateral Agreement) to create security interests in
            the US Facilities Collateral (as defined in the Guarantee and
            Collateral Agreement) to secure the Guarantee by Goodyear of the
            Revolving Obligations on a pari passu basis with the Liens securing
            such initial Senior Subordinated-Lien Indebtedness and subordinate
            to the other Liens on such Collateral created by the Guarantee and
            Collateral Agreement, all pursuant to documentation reasonably
            satisfactory to the Collateral Agent, and take all such further
            actions as may be reasonably requested by the Collateral Agent in
            order to cause the security interests required to be created under
            the terms of this paragraph (f) to constitute valid security
            interests, perfected in accordance with this Agreement."

            SECTION 6. Amendments to Section 6.01 of the Credit Agreement.

                  (a) Paragraph (b) of Section 6.01 is hereby amended by
      replacing "$1,600,000,000" with "$1,950,000,000" and by inserting
      immediately at the end thereof the following:

                        "or, at any time when (i) the Loans under and as defined
                  in the US Term Facility Agreement have been repaid in full and
                  (ii) no Loans are outstanding under the US Revolving Facility
                  Agreement and the Regular Way Commitments (as defined in such
                  Agreement) have been reduced to zero, $2,000,000,000;
                  provided, that the amount of Indebtedness permitted by this
                  paragraph or any other paragraph of this Section to exist
                  under the US Term Facility Agreement and the US Revolving
                  Facility Agreement shall be reduced (i) in the case of the US
                  Term Facility Agreement, by the

                                      -5-
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                  aggregate amount of all prepayments of the loans outstanding
                  thereunder and (ii) in the case of the US Revolving Facility
                  Agreement, by the aggregate amount of all permanent reductions
                  of the commitments thereunder (it being agreed, however, that
                  up to $250,000,000 of Indebtedness under the US Revolving
                  Facility Agreement in the form of cash-collateralized letters
                  of credit will in any event be permitted);"

                  (b) Paragraph (g) of Section 6.01 of the Credit Agreement is
      hereby amended to read as follows:

                        "(g) Securitization Transactions (other than those
            permitted by paragraphs (f), (j), (l), (r) and (u) of this Section)
            in an aggregate amount not greater than (euro)275,000,000
            outstanding at any time;"

                  (c) Section 6.01 of the Credit Agreement is hereby further
      amended by deleting the word "and" at the end of clause (r), redesignating
      clause (s) as clause (u) and inserting after clause (r) the following new
      clauses:

                        "(s) Senior Subordinated-Lien Indebtedness for borrowed
            money of Goodyear not maturing or required to be prepaid, redeemed,
            repurchased or defeased prior to the Maturity Date, whether on one
            or more scheduled dates or upon the happening of one or more events
            (other than as a result of events of default or change of control
            events or pursuant to customary provisions requiring that Goodyear
            offer to purchase such Senior Subordinated-Lien Indebtedness with
            the proceeds of asset sales to the extent such proceeds have not
            been invested in assets used in Goodyear 's business or used to
            prepay, redeem or purchase other Indebtedness (including Loans under
            and as defined in the US Revolving Facility Agreement and the US
            Term Facility Agreement) or to provide cash collateral for
            reimbursement obligations in respect of letters of credit (including
            the Letters of Credit under and as defined in the US Revolving
            Facility Agreement)) (it being understood that provisions comparable
            to those contained in Annex A hereto are customary), and related
            Guarantees by the US Subsidiary Guarantors; provided that (i)
            Goodyear shall substantially concurrently make any prepayments,
            deposits of cash collateral to secure reimbursement obligations in
            respect of Letters of Credit and reductions of Regular Way
            Commitments (as defined in the US Revolving Facility Agreement) and
            Commitments required in connection with the issuance of such Senior
            Subordinated-Lien Indebtedness under the US Revolving Facility
            Agreement and the US Term Facility Agreement, (ii) the Senior
            Subordinated-Lien Collateral Agent for such Senior Subordinated-Lien
            Indebtedness shall have executed and delivered to the Administrative
            Agent, on its own behalf and on behalf of the obligees on such
            Senior Subordinated-Lien Indebtedness, the Lien Subordination and
            Intercreditor Agreement, and (iii) after no Loans or Regular Way
            Commitments are outstanding under the US Term Facility Agreement and
            the US Revolving Facility Agreement, the portion of the Net Cash
            Proceeds of such Senior Subordinated-Lien Indebtedness in excess of
            required prepayments under the US Term Facility Agreement

                                      -6-
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            and Commitment reductions and Regular Way Commitment reductions
            under the US Revolving Facility Agreement shall, except to the
            extent a like amount of Net Cash Proceeds of Senior
            Subordinated-Lien Indebtedness shall have been so applied prior to
            the time at which all amounts outstanding under the US Term Facility
            Agreement and the US Revolving Facility Agreement shall have been
            prepaid and the Regular Way Commitments shall have been reduced to
            zero, be applied, within 180 days after the receipt by Goodyear of
            such Net Cash Proceeds, solely (A) to prepay Loans under and as
            defined in the New Facilities Credit Agreements (it being agreed
            that at the time of any such prepayment of revolving loans the
            related commitments will be reduced by the amount of such
            prepayment), (B) to repurchase, repay or prepay Designated Debt or
            (C) to make reasonably anticipated required contributions to Plans
            of Goodyear and the Subsidiaries;

                        (t) Securitization Transactions of Foreign Subsidiaries
            (other than those permitted by paragraphs (f), (g), (j), (l) and (r)
            of this Section) in an aggregate amount not greater than $15,000,000
            outstanding at any time; and"

            SECTION 7. Amendments to Section 6.02 of the Credit Agreement.

                  (a) Section 6.02 of the Credit Agreement is amended by
      deleting from the introductory clause thereof the phrase "(other than
      sales of delinquent receivables and sales of receivables in the ordinary
      course of business (other than Securitization Transactions and factoring
      transactions) for the purpose of accelerating collection of such
      receivables)" and replacing it with the phrase "(other than sales of
      delinquent or doubtful receivables and other than any transaction excluded
      from the definition of "Securitization Transaction" under the proviso
      thereto)".

                  (b) Paragraph (a) of Section 6.02 of the Credit Agreement is
      hereby amended by replacing "New Facility Documents" with "New Facilities
      Documents or the Credit Documents".

                  (c) Paragraph (f) of Section 6.02 of the Credit Agreement is
      hereby amended to read as follows:

                        "(f)(i) Liens on assets of Foreign Subsidiaries (other
            than the European J.V. and the J.V. subsidiaries and Luxembourg
            Finance) securing Indebtedness incurred under Section 6.01(f), and
            (ii) in connection with Securitization Transactions permitted under
            Section 6.01(f) or (t);"

                  (d) Section 6.02 of the Credit Agreement is amended by
      deleting the word "and" at the end of clause (l), redesignating clause (m)
      as clause (p) and inserting after clause (l) the following new clauses
      (m), (n) and (o):

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                        "(m) Liens on assets constituting ABL Facilities
            Collateral, US Facilities Pledged Collateral, Luxembourg Finance
            Pledged Collateral and US Facilities Article 9 Collateral (other
            than any such US Facilities Article 9 Collateral constituting
            Indenture Properties or "manufacturing facilities", as defined in
            the Swiss Franc Note Agreement) (each such term not defined in this
            Agreement having the meaning assigned to it in the Guarantee and
            Collateral Agreement), and on Goodyear's headquarters building in
            Akron, Ohio, created under any Senior Subordinated-Lien Security
            Documents to secure any Senior Subordinated-Lien Indebtedness
            incurred under Section 6.01(s); provided, that such Liens shall be
            subordinate and junior to the Liens securing the Obligations under
            and as defined in each of the New Facilities Credit Agreements and
            shall be equal in priority to the Liens securing the Guarantees by
            Goodyear and the US Subsidiary Guarantors of the Obligations, in
            each case on the terms set forth in the Lien Subordination and
            Intercreditor Agreement;

                        (n) Liens on assets constituting ABL Facilities
            Collateral securing Indebtedness incurred under Section 6.01(m) to
            refinance the Indebtedness under the ABL Facilities Agreement, but
            only if all Indebtedness under the ABL Facilities Agreement shall
            have been repaid and discharged in full and the Commitments under
            and as defined in the ABL Facilities Agreement shall have been
            terminated not later than the time at which such Liens are incurred;

                        (o) Liens on assets constituting US Facilities Pledged
            Collateral and US Facilities Article 9 Collateral (other than any
            such US Facilities Article 9 Collateral constituting Indenture
            Properties or "manufacturing facilities", as defined in the Swiss
            Franc Note Agreement), and on the Borrower's headquarters building
            in Akron, Ohio, securing Indebtedness incurred under Section 6.01(m)
            to refinance the Indebtedness under the US Term Facility Agreement
            or the US Revolving Facility Agreement, but only if (i) all
            Indebtedness under both the US Term Facility Agreement and the US
            Revolving Facility Agreement shall have been repaid in full and the
            Commitments under and as defined in the US Revolving Facility
            Agreement shall have been terminated not later than the time at
            which such Liens are incurred and (ii) such Liens secure
            Indebtedness in an amount not greater than the amount of the
            Indebtedness under the US Term Facility Agreement and/or the US
            Revolving Facility Agreement repaid with the proceeds of such
            Indebtedness;"

            SECTION 8. Amendments to Section 6.05 of the Credit Agreement.
Section 6.05(e) of the Credit Agreement is amended to read as follows:

                        "(e) on or after June 30, 2003, the acquisition of any
            Equity Interest; provided that the aggregate consideration paid by
            Goodyear and the Subsidiaries in all such acquisitions (including
            Indebtedness assumed by Goodyear or any Subsidiary) shall not exceed
            $100,000,000 plus the

                                      -8-
<PAGE>

            aggregate Net Cash Proceeds from New Facilities Prepayment Events or
            incurrences, issuances or sales of Senior Subordinated-Lien
            Indebtedness after the date hereof that (i) shall not have been
            required to be applied to reduce commitments, prepay loans and/or
            cash collateralize reimbursement obligations in respect of letters
            of credit under any of the New Facilities Credit Agreements, and
            (ii) shall not have been used (and shall not be required to be used)
            (A) to make Capital Expenditures that would otherwise have been
            prohibited by Section 6.09 or (B) to repurchase, repay or prepay
            Designated Debt;"

            SECTION 9. Amendments to Section 6.07 of the Credit Agreement.
Paragraph (b) of Section 6.07 of the Credit Agreement is amended by deleting the
word "and" at the end of clause (iii), replacing the period at the end of clause
(iv) with ";" and inserting after clause (iv) the following new clauses (v) and
(vi):

                  "(v) if the Loans under and as defined in the US Term Facility
            Agreement shall have been repaid in full and no Event of Default
            shall exist, repurchases, repayments or prepayments of Designated
            Debt in an aggregate amount not greater than the portion of the
            aggregate Net Cash Proceeds from the issuance and sale of Senior
            Subordinated-Lien Indebtedness not required to be applied to reduce
            commitments, prepay loans and/or cash collateralize reimbursement
            obligations in respect of letters of credit under the US Revolving
            Facility Agreement or the US Term Facility Agreement, but only to
            the extent that such portion of such Net Cash Proceeds shall not
            have been used (A) to make Capital Expenditures that would have been
            prohibited by Section 6.09 but for the receipt of such Net Cash
            Proceeds or (B) to acquire Equity Interests pursuant to Section
            6.05(e); and

                  (vi) if no Event of Default shall exist, repurchases,
            repayments or prepayments of Designated Debt in an aggregate amount
            not greater than the portion of the aggregate Net Cash Proceeds of
            securities issued and sold pursuant to Section 6.01(q) not required
            to be applied to prepay loans under the US Term Facility Agreement,
            but only to the extent that such portion of such Net Cash Proceeds
            shall not have been used (A) to make Capital Expenditures that would
            have been prohibited by Section 6.09 but for the receipt of such Net
            Cash Proceeds or (B) to acquire Equity Interests pursuant to Section
            6.05(e)."

            SECTION 10. Amendments to Section 6.09 of the Credit Agreement.
Section 6.09 of the Credit Agreement is amended (a) by inserting after the words
"Prepayment Events" the words "or incurrences, issuances or sales of Senior
Subordinated-Lien Indebtedness", (b) by inserting after the words "prepay loans"
the words "or cash collateralize letters of credit", (c) by inserting "(A)"
after the words "and shall not have been used" in the parenthetical therein and
(d) by inserting at the end of the parenthetical therein the words "or (B) to
repurchase, repay or prepay Designated Debt".

                                      -9-
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            SECTION 11. Amendment to Section 6.10 of the Credit Agreement.
Section 6.10 of the Credit Agreement is hereby amended by inserting immediately
following the words "2.25 to 1.00" the words "or, at any time after Goodyear
shall have received gross cash proceeds of at least $500,000,000 from issuances
and sales after the First Amendment Date of Senior Subordinated-Lien
Indebtedness, 2.00 to 1.00".

            SECTION 12. Amendment to Article VII of the Credit Agreement. The
final paragraph of Section 7.01 is hereby amended by deleting the words
"Goodyear or" from the phrase "event with respect to Goodyear or any Borrower
described in clause (h) or (i) of this Section" in each of the two occurrences
of such phrase in such final paragraph.

            SECTION 13. Amendments to the Guarantee and Collateral Agreement;
Security Documents; Lien Subordination and Intercreditor Agreement. (a) The
undersigned Lenders authorize the Collateral Agent to execute and deliver an
instrument or instruments amending the Guarantee and Collateral Agreement (and,
in the case of clauses (i), (ii) and (vi) below, the other Security Documents)
as follows:

                  (i) to provide that all ABL Facilities Obligations will be
            secured by a second Lien, junior to the Lien securing the US Term
            Facility Obligations, the US Revolving Facility Obligations, the US
            Miscellaneous Obligations and the Collateral Agent Obligations, by
            all the US Facilities Pledged Collateral and the US Facilities
            Article 9 Collateral (other than any such US Facilities Article 9
            Collateral constituting Indenture Properties or "manufacturing
            facilities", as defined in the Swiss Franc Note Agreement, to the
            extent the securing of the ABL Facilities Obligations with such
            Collateral would require that Indebtedness under the Indentures be
            ratably secured), and by the Borrower's headquarters building in
            Akron, Ohio;

                  (ii) to provide that, at such time as any Senior
            Subordinated-Lien Indebtedness shall be issued, the Guarantees by
            Goodyear and the US Subsidiary Guarantors of the Revolving
            Obligations (and, if the Borrower and the Collateral Agent shall at
            any time hereafter so agree, the Term Obligations) will be secured,
            equally and ratably with the Senior Subordinated-Lien Indebtedness
            (and subordinate to the other Liens on such Collateral created by
            the Guarantee and Collateral Agreement), by the ABL Facilities
            Collateral, the US Facilities Pledged Collateral and the US
            Facilities Article 9 Collateral (other than any such US Facilities
            Article 9 Collateral constituting Indenture Properties or
            "manufacturing facilities", as defined in the Swiss Franc Note
            Agreement), and by Goodyear's headquarters building in Akron, Ohio;

                  (iii) to provide that amounts received by the holders of
            Obligations secured by Junior Liens as a result of the subordination
            to such Junior Liens of the Liens securing any Senior
            Subordinated-Lien Indebtedness will be treated in the same manner
            under the subordination provisions of

                                      -10-
<PAGE>

            the Guarantee and Collateral Agreement as amounts received from
            Goodyear;

                  (iv) to modify Section 11.03(b) to confirm that the Junior
            Lien on the ABL Facilities Collateral will be senior to the Lien on
            such Collateral securing any Senior Subordinated-Lien Indebtedness
            notwithstanding the use of any proceeds of any Senior
            Subordinated-Lien Indebtedness to repay amounts outstanding under
            the ABL Facilities;

                  (v) to modify Section 11.04 to provide that the Junior Lien on
            the Intellectual Property consisting of Trademarks securing the ABL
            Facilities Obligations will be senior to the Lien on such
            Intellectual Property securing any Senior Subordinated-Lien
            Indebtedness;

                  (vi) to effect such other changes as the Collateral Agent
            shall deem appropriate in connection with the issuance of any Senior
            Subordinated-Lien Indebtedness, the creation of the Liens securing
            such Indebtedness, the subordination of such Liens to the Liens
            created by the Guarantee and Collateral Agreement and the
            implementation of the matters set forth in this Section 13;

                  (vii) to modify Section 13.13 to provide for the release of
            the security interests in up to 14% of the stock of C A Goodyear de
            Venezuela held by Goodyear in connection with the sale of such stock
            by Goodyear to Goodyear do Brasil Productos de Borraca Ltda (Brasil)
            in a transaction permitted by the Credit Agreements (as defined
            therein) for consideration consisting of up to $10,000,000 of cash;

                  (b) The undersigned Lenders further authorize and direct the
      Collateral Agent to execute and deliver such amendments to the Security
      Documents and the New Facilities Documents as may in its judgment be
      appropriate for the following purposes:

                  (i) to provide that the Liens securing the ABL Facilities
            Obligations will, insofar as they are applicable to cash deposited
            to collateralize Letter of Credit reimbursement obligations pursuant
            to Section 2.04(b) of the US Revolving Facility Agreement, be
            subordinate to the Liens securing such Letter of Credit
            reimbursement obligations;

                  (ii) to provide that all ABL Facilities Obligations will be
            secured by a second Lien on all real property subject to Liens
            securing the US Term Facility Obligations, the US Revolving Facility
            Obligations, the US Miscellaneous Obligations or the Collateral
            Agent Obligations to the extent the securing of the ABL Facilities
            Obligations with such Collateral would not require that Indebtedness
            under the Indentures be ratably secured; and

                                      -11-
<PAGE>

                  (iii) to confirm that the US Term Facility Obligations, the US
            Revolving Facility Obligations, the ABL Facilities Obligations and
            the US Miscellaneous Obligations are and will be secured by not more
            than 65% of the issued and outstanding voting Equity Interests of
            Luxembourg Finance.

                  (c) The undersigned Lenders further authorize and direct the
      Collateral Agent, on or after the Effective Date, to execute and deliver
      the Lien Subordination and Intercreditor Agreement. Each Lender party to
      the Credit Agreement from time to time will be deemed to have agreed to be
      bound by the provisions of the Lien Subordination and Intercreditor
      Agreement to the same extent as if it had executed such Agreement as a
      party thereto.

            SECTION 14. Notices. The address for notices to the Administrative
Agent under each Credit Document is hereby amended to read as follows:

            "if to the Administrative 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);"

            SECTION 15. Representations, Warranties and Agreements. Each of
Goodyear and the European J.V. represents and warrants to the Administrative
Agent and the Lenders that:

                  (a) On the date hereof and at the time the amendments provided
      for herein become effective under Section 17, no Default shall have
      occurred and be continuing.

                  (b) The execution, delivery and performance by Goodyear and
      each Borrower of this Amendment and the performance by Goodyear and each
      Borrower of the Credit Agreement as amended hereby have been duly
      authorized by all necessary corporate and other action and, except to the
      extent that no Material Adverse Change would be materially likely to
      result, do not and will not require any registration with, consent or
      approval of, notice to or action by, any Person (including any
      Governmental Authority) in order to be effective and enforceable.

                  (c) This Amendment and the Credit Agreement as amended hereby
      constitute the legal, valid and binding obligations of each of Goodyear
      and each Borrower, enforceable against it in accordance with its terms,
      subject to applicable bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium or other laws affecting creditors' rights
      generally and subject to general principles of equity, regardless of
      whether considered in a proceeding in equity or at law.

                  (d) All representations and warranties of Goodyear and the
      European J.V. set forth herein, and the representations and warranties of
      Goodyear and each Borrower set forth in the Credit Agreement, are true and
      correct in all material

                                      -12-
<PAGE>

      respects on and as of the date hereof, and will be true and correct on the
      date hereof and at the time the amendments provided for herein become
      effective under Section 16, except to the extent such representations and
      warranties relate to an earlier date.

            SECTION 16. Amendment Fee. In consideration of the agreements
contained in this Amendment, Goodyear agrees to pay to the Administrative Agent,
for the account of each Lender that delivers an executed counterpart of this
Amendment prior to noon, New York City time, on February 17, 2004, an amendment
fee (the "Amendment Fee") to be agreed upon between Goodyear and J.P. Morgan
Securities Inc., payable on the Effective Date (as defined below).

            SECTION 17. Conditions Precedent to Effectiveness. This Amendment
shall become effective upon the satisfaction of the condition set forth in
paragraph (a) below; provided that the amendments set forth in Sections 2
through 12, the authorization set forth in Section 13 and the agreement set
forth in Section 16 shall become effective only upon the satisfaction, on a date
(the "Effective Date") on or prior to February 28, 2004, of each of the
conditions set forth below (and failing such satisfaction by such date, such
amendments, authorization and agreements shall cease to be of any further force
or effect):

                  (a) The Administrative Agent shall have received counterparts
      hereof duly executed and delivered by Goodyear, each Borrower and the
      Majority Lenders.

                  (b) The Administrative Agent shall have received such evidence
      as it shall reasonably have requested as to the corporate power and
      authority of Goodyear and each of the Borrowers to enter into this
      Amendment and to perform its obligations hereunder and under the Credit
      Agreement as amended hereby.

                  (c) The Administrative Agent shall have received a certificate
      of an officer of each of Goodyear and the European J.V. to the effect that
      the representations and warranties set forth in Section 15 are true and
      correct in all material respects on and as of the Effective Date.

                  (d) The Administrative Agent shall have received the Amendment
      Fees payable by Goodyear pursuant to Section 16 and all other fees payable
      to the Arrangers and the Administrative Agent.

                  (e) The US Term Facility Agreement shall have been amended to
      require that (i) if proceeds from borrowings under the ABL Facilities
      Agreement pursuant to commitments becoming effective substantially
      concurrently with the Effective Date shall exceed $300,000,000, Goodyear
      shall prepay loans under the US Term Facility Agreement in an aggregate
      amount equal to 100% of such proceeds in excess of $300,000,000, net of
      the aggregate fees and out-of-pocket expenses paid by Goodyear in
      connection with the borrowings under the ABL Facilities and the related
      bank agreements and (ii) Goodyear shall apply 50% of the

                                      -13-
<PAGE>

      Net Cash Proceeds of incurrences or issuances of Senior Subordinated-Lien
      Indebtedness to prepay loans under the US Term Facility Agreement.

                  (f) The US Revolving Facility Agreement shall have been
      amended to require that (i) 50% of the Net Cash Proceeds (as defined
      therein) of all issuances or incurrences of Senior Subordinated-Lien
      Indebtedness be applied to permanently reduce or restrict the Regular Way
      Commitments (as defined therein), or, if applicable, the Commitments
      thereunder after the US Term Facility has been repaid in full and (ii) if
      proceeds from borrowings under the ABL Facilities Agreement pursuant to
      commitments becoming effective substantially concurrently with the
      Effective Date shall exceed $300,000,000, Goodyear shall apply to the
      reduction or restriction of commitments under the US Revolving Facility
      after the US Term Facility has been repaid in full an aggregate amount
      equal to 100% of such proceeds in excess of $300,000,000, net of the
      aggregate fees and out-of-pocket expenses paid by the Borrower in
      connection with the borrowings under the ABL Facilities and the related
      bank amendments.

                  (g) The US Revolving Facility Agreement, the US Term Facility
      Agreement and the ABL Facilities Agreement shall have been or shall
      simultaneously be amended in a manner reasonably satisfactory to the
      Administrative Agent to permit the incurrence, issuance and sale of Senior
      Subordinated-Lien Indebtedness and the other transactions contemplated
      hereby, in each case in a manner substantially corresponding to the
      amendments to the Credit Agreement effected hereby, to the extent
      applicable.

            The Administrative Agent shall notify the Lenders when it determines
that the foregoing conditions have been satisfied and that this Amendment has
become fully effective, and such notice shall be conclusive and binding upon the
Lenders.

            SECTION 18. No Other Amendments or Waivers; Confirmation. Except as
expressly amended hereby, the provisions of the Credit Agreement are and shall
remain in full force and effect. Nothing herein shall be deemed to entitle
Goodyear to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement in similar or different circumstances. This Amendment
shall be a Credit Document for all purposes of the Credit Agreement.

            SECTION 19. Expenses. Goodyear agrees to pay or reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.

            SECTION 20. Indemnity. It is agreed that for all purposes of Section
9.03(b) of the Credit Agreement, any offering, incurrence, issuance or sale of
Senior Subordinated-Lien Indebtedness and any other securities issued and sold
pursuant to Section 6.01(q) of the Credit Agreement, the execution, delivery and
performance of this Amendment and of the Lien Subordination and Intercreditor
Agreement, the amendment

                                      -14-
<PAGE>

of the Guarantee and Collateral Agreement as contemplated by Section 12 and the
other transactions contemplated hereby shall all be deemed to be transactions
contemplated by the Credit Agreement.

            SECTION 21. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

            SECTION 22. Counterparts. This Amendment may be executed by one or
more of the parties hereto on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
signature pages hereof.

            SECTION 23. Headings. The section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting
this Amendment.

            SECTION 24. Amendment to Article VIII of the Credit Agreement.
Article VIII of the Credit Agreement is hereby amended by adding the following
at the end thereof:

                  "Without prejudice to the provisions of this Article VIII,
            each Lender hereby irrevocably appoints and authorizes the
            Collateral Agent (and any successor acting as Collateral Agent) to
            act as the person holding the power of attorney (in such capacity,
            the "fonde de pouvoir") of the Lenders as contemplated under Article
            2692 of the Civil Code of Quebec, and to enter into, to take and to
            hold on their behalf, and for their benefit, any hypothec, and to
            exercise such powers and duties which are conferred upon the fonde
            de pouvoir under any hypothec. Moreover, without prejudice to such
            appointment and authorization to act as the person holding the power
            of attorney as aforesaid, each Lender hereby irrevocably appoints
            and authorizes the Collateral Agent (and any successor acting as
            Collateral Agent) (in such capacity, the "Custodian") to act as
            agent and custodian for and on behalf of the Lenders to hold and to
            be the sole registered holder of any debenture which may be issued
            under any hypothec, the whole notwithstanding Section 32 of the Act
            respecting the special powers of legal persons (Quebec) or any other
            applicable law. In this respect, (i) the Custodian shall keep a
            record indicating the names and addresses of, and the pro rata
            portion of the obligations and indebtedness secured by any pledge of
            any such debenture and owing to each Lender, and (ii) each Lender
            will be entitled to the benefits of any charged property covered by
            any hypothec and will participate in the proceeds of realization of
            any such charged property, the whole in accordance with the terms
            hereof.

                                      -15-
<PAGE>

                  "Each of the fonde de pouvoir and the Custodian shall (a) have
            the sole and exclusive right and authority to exercise, except as
            may be otherwise specifically restricted by the terms hereof, all
            rights and remedies given to fonde de pouvoir and the Custodian (as
            applicable) with respect to the charged property under any hypothec,
            any debenture or pledge thereof relating to any hypothec, applicable
            laws or otherwise, (b) benefit from and be subject to all provisions
            hereof with respect to the Collateral Agent mutatis mutandis,
            including, without limitation, all such provisions with respect to
            the liability or responsibility to and indemnification by the
            Lenders, and (c) be entitled to delegate from time to time any of
            its powers or duties under any hypothec, any debenture or pledge
            thereof relating to any hypothec, applicable laws or otherwise and
            on such terms and conditions as it may determine from time to time.
            Any person who becomes a Lender shall be deemed to have consented to
            and confirmed: (y) the fonde de pouvoir as the person holding the
            power of attorney as aforesaid and to have ratified, as of the date
            it becomes a Lender, all actions taken by the fonde de pouvoir in
            such capacity, (z) the Custodian as the agent and custodian as
            aforesaid and to have ratified, as of the date it becomes a Lender,
            all actions taken by the Custodian in such capacity."

                                      -16-
<PAGE>

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

                                  THE GOODYEAR TIRE & RUBBER
                                  COMPANY,

                                       By

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

                                  GOODYEAR DUNLOP TIRES EUROPE B.V.,

                                       By

                                                /s/ Phillips Reynault
                                           ------------------------------------
                                           Name: Phillips Reynault
                                           Title: Director / Secretary

                                       By

                                                 /s/ Errol Scialom
                                            -----------------------------------
                                            Name: Errol Scialom
                                            Title: Director

                                  GOODYEAR DUNLOP TIRES GERMANY GMBH,

                                       By

                                                /s/ Gerhard Grunenwald
                                           ------------------------------------
                                           Name: Gerhard Grunenwald
                                           Title: Managing Director

                                       By

                                                 /s/ Gottfried Hess
                                            -----------------------------------
                                            Name: Gottfried Hess
                                            Title: Managing Director

<PAGE>

                                  GOODYEAR GMBH & CO. KG,

                                       By

                                                 /s/ Gerhard Grunenwald
                                            -----------------------------------
                                            Name: Gerhard Grunenwald
                                            Title: Managing Director

                                       By

                                                 /s/ Gottfried Hess
                                            -----------------------------------
                                            Name: Gottfried Hess
                                            Title: Managing Director

                                  DUNLOP GMBH & CO. KG,

                                       By

                                                 /s/ Gerhard Grunenwald
                                            -----------------------------------
                                            Name: Gerhard Grunenwald
                                            Title: Managing Director

                                       By

                                                 /s/ Gottfried Hess
                                            -----------------------------------
                                            Name: Gottfried Hess
                                            Title: Managing Director

                                  GOODYEAR LUXEMBOURG TIRES SA,

                                       By

                                                /s/ L. Reiles  /s/ H. Lange
                                           ------------------------------------
                                           Name: L. Reiles  H. Lange
                                           Title: Authorized Signor  Finance
                                           Director

                                  JPMORGAN CHASE BANK, individually and as
                                  Administrative Agent and Collateral Agent,

                                       By

                                                /s/ B. Joseph Lillis
                                           -------------------------------------
                                           Name: B. Joseph Lillis
                                           Title: Managing Director

<PAGE>

                          [Remaining Signature Pages Intentionally Omitted]

<PAGE>

                                                                         ANNEX A

                                Senior Subordinated-Lien Indebtedness

                  -     Capitalized terms used and not defined herein shall have
                        the meanings given to them in the First Amendment, or,
                        if not defined therein, in the Credit Agreement or, if
                        not defined therein, in the Guarantee and Collateral
                        Agreement, each as amended by the First Amendment or
                        pursuant thereto.

                  -     All Senior Subordinated-Lien Indebtedness and the
                        related Liens shall satisfy the requirements set forth
                        in the definition of Senior Subordinated-Lien
                        Indebtedness and in Sections 6.01(s) and 6.02(m).

                  -     Prior to the date (the "US Facilities Termination Date")
                        on which all the loans under the US Term Facility
                        Agreement and the US Revolving Facility Agreement have
                        been repaid in full and the remaining commitments under
                        the US Revolving Facility Agreement, if any, are
                        available only for the issuance of cash collateralized
                        letters of credit, the documentation establishing or
                        evidencing any Senior Subordinated-Lien Indebtedness
                        ("SSLI Documentation") shall contain no maintenance
                        financial covenants (i.e., covenants requiring the
                        maintenance of any balance sheet, income statement or
                        other financial level or ratio). After the US Facilities
                        Termination Date, the SSLI Documentation shall contain
                        no maintenance financial covenants that are not
                        contained in the Credit Agreement, and the financial
                        levels or ratios required to be maintained by any such
                        covenants shall be no more restrictive than those
                        required to be maintained by the corresponding covenants
                        of the Credit Agreement (it being understood that
                        additional maintenance financial covenants may be
                        included in any SSLI Documentation and, if they are,
                        they shall automatically be included in this Agreement).

                  -     The SSLI Documentation shall permit (specifically, and
                        not through a basket that could be exhausted by other
                        financings) the refinancing of all Indebtedness under
                        the New Facilities Credit Agreements or the Credit
                        Agreement (or any refinancing Indebtedness in respect
                        thereof) with new Indebtedness having a maturity no
                        sooner than, a weighted average life no shorter than,
                        and an aggregate principal amount or accreted value no
                        greater than the fully drawn amount (plus fees and
                        expenses, including any premium and defeasance costs of
                        refinancing) of the refinanced indebtedness or
                        commitments thereunder and secured on the same basis as
                        the Indebtedness refinanced.

                  -     The SSLI Documentation shall not restrict (except for
                        restrictions that a Financial Officer of Goodyear shall
                        have represented in a

<PAGE>

                        certificate to the Administrative Agent (which shall be
                        deemed to be a Credit Document) will not materially
                        interfere with Goodyear's ability to effect) the
                        securing of Indebtedness under the New Facilities Credit
                        Agreements or the Credit Agreement or any refinancing
                        Indebtedness in respect thereof or the cash
                        collateralization of any letter of credit exposure
                        thereunder (but may require that if Indebtedness under
                        any New Facilities Credit Agreement or related
                        refinancing Indebtedness is secured by assets not
                        securing the Indebtedness under any of the New
                        Facilities Credit Agreements or the Credit Agreement on
                        the First Amendment Date, a junior lien on such assets,
                        subordinated under the Lien Subordination and
                        Intercreditor Agreement, (or in the case of any lien
                        granted by any US Facilities Grantor or ABL Facilities
                        Grantor (as defined in the Guarantee and Collateral
                        Agreement) to secure indebtedness under the European
                        Facility Agreement, a ratable or junior lien on such
                        assets) must be granted to secure the Senior
                        Subordinated-Lien Indebtedness).

                  -     The SSLI Documentation shall not restrict (except for
                        restrictions a Financial Officer of Goodyear shall have
                        represented in a certificate to the Administrative Agent
                        (which shall be deemed to be a Credit Document) will not
                        materially interfere with Goodyear's ability to effect)
                        the use of proceeds from any sale, transfer or other
                        disposition of assets owned directly by (a) Goodyear or
                        any US Facilities Grantor or ABL Facilities Grantor (as
                        defined in the Guarantee and Collateral Agreement) to
                        repay or prepay Indebtedness under the New Facilities
                        Credit Agreements (other than the European Facilities
                        Agreement) or refinancing Indebtedness in respect
                        thereof or, until the commitments under the US Revolving
                        Facility Agreement and the ABL Facilities Agreement have
                        been terminated and no letter of credit remains
                        outstanding under either such agreement, to cash
                        collateralize any letter of credit exposure thereunder,
                        or (b) the European JV or any of its subsidiaries to
                        repay or prepay Indebtedness under the European
                        Facilities Agreement or refinancing Indebtedness in
                        respect thereof.

                  -     Prior to the US Facilities Termination Date, no SSLI
                        Documentation shall contain any provision under which a
                        default or event of default (however denominated) or
                        requirement to make or offer to make a prepayment or
                        redemption under any other Indebtedness (the "Other
                        Debt") would constitute a default or event of default or
                        result in a requirement to make or offer to make a
                        prepayment or redemption under such SSLI Documentation,
                        unless such default or event of default under such Other
                        Debt is a payment default or the Other Debt is as a
                        result thereof accelerated.

                                       2