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                                                                    EXHIBIT 4.13


                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT dated March 12, 2004 (the
"Agreement") is entered into by and among The Goodyear Tire & Rubber Company, an
Ohio corporation (the "Company"), the Guarantors named in the Purchase Agreement
(the "Guarantors"), and the investors listed on Annex A hereto (the
"Investors").

         The Company, the Guarantors and the Investors are parties to the Note
Purchase Agreement dated as of March 12, 2004 (the "Purchase Agreement"), which
provides for the sale by the Company to the Investors of $450,000,000 aggregate
principal amount of the Company's 11% Senior Secured Notes due 2011 and
$200,000,000 aggregate principal amount of the Company's Senior Secured Floating
Rate Notes due 2011 (collectively, the "Securities"), which will be guaranteed
on a senior secured basis by each of the Guarantors. As an inducement to the
Investors to enter into the Purchase Agreement, the Company and the Guarantors
have agreed to provide to the Investors and the Holders (as defined below) from
time to time of the Securities the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
closing under the Purchase Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

         1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:

         "Agreement" shall have the meaning set forth in the preamble.

         "Business Day" shall mean any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed.

         "Closing Date" shall mean the Closing Date as defined in the Purchase
Agreement.

         "Company" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         "Exchange Dates" shall have the meaning set forth in Section 2(a)(ii)
hereof.

         "Exchange Offer" shall mean the exchange offer by the Company and the
Guarantors of Exchange Securities for Registrable Securities pursuant to Section
2(a) hereof.

         "Exchange Offer Registration" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.

         "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each
case including the Prospectus contained therein, all exhibits thereto and any
document incorporated by reference therein.

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         "Exchange Securities" shall mean senior secured notes issued by the
Company and guaranteed by the Guarantors under the Indenture containing terms
identical in all material respects to the Securities (except that the Exchange
Securities will not be subject to restrictions on transfer or to any increase in
annual interest rate for failure to comply with this Agreement) and to be
offered to Holders of Securities in exchange for Securities pursuant to the
Exchange Offer.

         "Guarantors" shall have the meaning set forth in the preamble and shall
also include any Guarantor's successors.

         "Holders" shall mean the Investors, for so long as they own any
Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become owners of Registrable Securities under the
Indenture; provided that for purposes of Sections 6 and 7 of this Agreement, the
term "Holders" shall include Participating Broker Dealers.

         "Indemnified Person" shall have the meaning set forth in Section 7(c)
hereof.

         "Indemnifying Person" shall have the meaning set forth in Section 7(c)
hereof.

         "Indenture" shall mean the Indenture relating to the Securities dated
as of March 12, 2004 among the Company, the Guarantors and Wells Fargo Bank,
N.A., as trustee, and as the same may be amended from time to time in accordance
with the terms thereof.

         "Inspector" shall have the meaning set forth in Section 4(m) hereof.

         "Investors" shall have the meaning set forth in the preamble.

         "Liquidated Damages" shall have the meaning set forth in Section 3(d)
hereof.

         "Liquidated Damages Payment Date" means each March 1 and September 1.

         "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities; provided that
whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities owned
directly or indirectly by the Company or any of its affiliates (other than
Holders of Registrable Securities if such Holders are deemed to be affiliates
solely by reason of their holdings of such Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage or amount.

         "Participating Broker-Dealer" shall have the meaning set forth in
Section 6(a) hereof.

         "Person" shall mean an individual, partnership, limited liability
company, corporation, trust or unincorporated organization, or a government or
agency or political subdivision thereof.

         "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement,

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and by all other amendments and supplements to such prospectus, and in each case
including any document incorporated by reference therein.

         "Purchase Agreement" shall have the meaning set forth in the preamble.

         "Registrable Securities" shall mean the Securities; provided that the
Securities shall cease to be Registrable Securities (i) when a Registration
Statement with respect to such Securities has been declared effective under the
Securities Act and such Securities have been exchanged or disposed of pursuant
to such Registration Statement, (ii) when such Securities are eligible to be
sold pursuant to Rule 144(k) (or any similar provision then in force, but not
Rule 144A) under the Securities Act or (iii) when such Securities cease to be
outstanding.

         "Registration Default" shall have the meaning set forth in Section 3(d)
hereof.

         "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company and the Guarantors with this
Agreement, including without limitation: (i) all SEC, stock exchange or National
Association of Securities Dealers, Inc. registration and filing fees and
expenses, (ii) all fees and expenses incurred in connection with compliance with
state securities or blue sky laws (including reasonable fees and disbursements
of one counsel for the Underwriters and Holders in connection with any blue sky
qualification of any Exchange Securities or Registrable Securities), (iii) all
reasonable expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any Prospectus
and any amendments or supplements thereto, any underwriting agreements,
securities sales agreements or other similar agreements and any other documents
relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) all fees and disbursements relating to the qualification
of the Indenture under applicable securities laws, (vi) the fees and
disbursements of the Trustee and its counsel, (vii) the fees and disbursements
of counsel for the Company and the Guarantors and, in the case of a Shelf
Registration Statement, the reasonable fees and disbursements of one counsel for
the Holders (which counsel shall initially be Weil, Gotshal & Manges LLP, but
may be any other counsel selected by the Majority Holders; provided that, such
counsel shall be reasonably acceptable to the Company) and (viii) the fees and
disbursements of the independent public accountants of the Company and the
Guarantors, including the expenses of any special audits or "comfort" letters
required by or incident to the performance of and compliance with this
Agreement, but excluding fees and expenses of counsel to the Underwriters (other
than fees and expenses set forth in clause (ii) above) or the Holders and
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Registrable Securities by a Holder.

         "Registration Statement" shall mean any registration statement of the
Company and the Guarantors that covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement and all
amendments and supplements to any such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and any document incorporated by reference
therein.

         "Rules" shall have the meaning set forth in Section 4(r).

         "SEC" shall mean the Securities and Exchange Commission.

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         "Securities" shall have the meaning set forth in the preamble.

         "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

         "Shelf Effectiveness Period" shall have the meaning set forth in
Section 3(a) hereof.

         "Shelf Registration" shall mean a registration effected pursuant to
Section 3(a) hereof.

         "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company and the Guarantors that covers all or a portion of the
Registrable Securities (but no other securities unless approved by the Holders
whose Registrable Securities are to be covered by such Shelf Registration
Statement) on an appropriate form under Rule 415 under the Securities Act, or
any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and any document incorporated by reference therein.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended from time to time.

         "Trustee" shall mean Wells Fargo Bank, N.A., the trustee under the
Indenture.

         "Underwriter" means the investment bank or investment bankers and
manager or managers selected by the Majority Holders pursuant to Section 5.

         "Underwritten Offering" shall mean an offering in which Registrable
Securities are sold to an Underwriter for reoffering to the public.

         2. Registration Under the Securities Act. (a) To the extent not
prohibited by any applicable law or applicable interpretations of the Staff of
the SEC, the Company and the Guarantors shall, at their own cost, use
commercially reasonable efforts to prepare and cause to be filed an Exchange
Offer Registration Statement covering an offer to the Holders to exchange all
the Registrable Securities for Exchange Securities. The Company and the
Guarantors shall commence the Exchange Offer promptly after the Exchange Offer
Registration Statement is declared effective by the SEC and use commercially
reasonable efforts to complete the Exchange Offer not later than 60 days after
such effective date.

         The Company and the Guarantors shall commence the Exchange Offer by
mailing the related Prospectus, appropriate letters of transmittal and other
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law:

(i)      that the Exchange Offer is being made pursuant to this Agreement and
         that all Registrable Securities validly tendered and not properly
         withdrawn will be accepted for exchange;

(ii)     the dates of acceptance for exchange (which shall be a period of at
         least 20 Business Days from the date such notice is mailed) (the
         "Exchange Dates");

(iii)    that any Registrable Security not tendered will remain outstanding and
         continue to accrue interest but will not retain any rights under this
         Agreement;

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(iv)     that any Holder electing to have a Registrable Security exchanged
         pursuant to the Exchange Offer will be required to surrender such
         Registrable Security, together with the appropriate letters of
         transmittal, to the institution and at the address (located in the
         Borough of Manhattan, The City of New York) and in the manner specified
         in the notice, prior to the close of business on the last Exchange
         Date; and

(v)      that any Holder will be entitled to withdraw its election, not later
         than the close of business on the last Exchange Date, by sending to the
         institution and at the address (located in the Borough of Manhattan,
         The City of New York) specified in the notice, a telegram, telex,
         facsimile transmission or letter setting forth the name of such Holder,
         the principal amount of Registrable Securities delivered for exchange
         and a statement that such Holder is withdrawing its election to have
         such Registrable Securities exchanged.

         As a condition to participating in the Exchange Offer, a Holder will be
required to represent to the Company and the Guarantors that (i) any Exchange
Securities to be received by it will be acquired in the ordinary course of its
business, (ii) at the time of the commencement of the Exchange Offer it has no
arrangement or understanding with any Person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Securities in
violation of the provisions of the Securities Act, (iii) it is not an
"affiliate" (within the meaning of Rule 405 under Securities Act) of the Company
or any Guarantor and (iv) if such Holder is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Registrable Securities
that were acquired as a result of market-making or other trading activities,
then such Holder will deliver a Prospectus in connection with any resale of such
Exchange Securities.

         As soon as practicable after the last Exchange Date, the Company and
the Guarantors shall:

(i)      accept for exchange Registrable Securities or portions thereof validly
         tendered and not properly withdrawn pursuant to the Exchange Offer; and

(ii)     deliver, or cause to be delivered, to the Trustee for cancellation all
         Registrable Securities or portions thereof so accepted for exchange by
         the Company and issue, and cause the Trustee to promptly authenticate
         and deliver to each Holder, Exchange Securities equal in principal
         amount to the principal amount of the Registrable Securities
         surrendered by such Holder.

         The Company and the Guarantors shall use commercially reasonable
efforts to complete the Exchange Offer as provided above and shall comply in all
material respects with the applicable requirements of the Securities Act, the
Exchange Act and other applicable laws and regulations in connection with the
Exchange Offer. The Exchange Offer shall not be subject to any conditions, other
than that the Exchange Offer does not violate any applicable law or applicable
interpretations of the Staff or the SEC.

         3. Shelf Registration. (a) In the event that (i) the Company and the
Guarantors determine that the Exchange Offer Registration provided for in
Section 2(a) above is not available or may not be completed as soon as
practicable after the last Exchange Date because it would violate any applicable
law or applicable interpretations of the Staff of the SEC, (ii) the Exchange
Offer is not for any other reason completed by December 7, 2004 or (iii) upon

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completion of the Exchange Offer any Investor shall so request in connection
with any offering or sale of Registrable Securities that were ineligible to be
exchanged in the Exchange Offer, the Company and the Guarantors shall, at their
own cost, prepare and use commercially reasonable efforts to cause to be filed
as soon as reasonably practicable after such determination, date or request, as
the case may be, a Shelf Registration Statement providing for the sale of the
Registrable Securities by the Holders thereof from time to time in accordance
with the methods of distribution set forth in the Shelf Registration Statement
and Rule 415 of the Securities Act (the "Shelf Registration") and to have such
Shelf Registration Statement declared effective as soon as reasonably
practicable by the SEC; provided that, the Company and the Guarantors shall not
be required to file such Shelf Registration Statement or cause such Shelf
Registration Statement to become and stay effective if and when, in the case of
(i) or (ii), the Exchange Offer Registration is available.

         In the event that the Company and the Guarantors are required to file a
Shelf Registration Statement pursuant to clause (iii) of the preceding sentence,
the Company and the Guarantors shall use commercially reasonable efforts to file
and have declared effective by the SEC both an Exchange Offer Registration
Statement pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to offers
and sales of Registrable Securities held by the Investors after completion of
the Exchange Offer.

         The Company and the Guarantors agree to use commercially reasonable
efforts to keep the Shelf Registration Statement continuously effective until
the expiration of the period referred to in Rule 144(k) under the Securities Act
with respect to the Registrable Securities or such shorter period that will
terminate when all the Registrable Securities covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement (the
"Shelf Effectiveness Period"). The Company and the Guarantors further agree to
supplement or amend the Shelf Registration Statement and the related Prospectus
if required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or by any other rules and regulations thereunder for shelf
registration or if reasonably requested by a Holder of Registrable Securities
with respect to information relating to such Holder, and to use commercially
reasonable efforts to cause any such amendment to become effective and such
Shelf Registration Statement and Prospectus to become usable as soon as
reasonably practicable thereafter. The Company and the Guarantors agree to
furnish to the Holders of Registrable Securities named in the Shelf Registration
Statement copies of any such supplement or amendment promptly after its being
used or filed with the SEC.

         (b) The Company and the Guarantors shall pay all Registration Expenses
in connection with the performance by the Company and the Guarantors of their
obligations pursuant to this Agreement. Each Holder shall pay their own costs
and expenses, including all underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of such Holder's Registrable
Securities pursuant to the Shelf Registration Statement or the Exchange Offer
Registration Statement.

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         (c) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 3(a) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC.

         (d) In the event that either the Exchange Offer is not completed or the
Shelf Registration Statement, if required hereby, is not declared effective on
or prior to December 7, 2004, the interest rate on the Registrable Securities
will be increased by (x) 1.0% per annum for the first 90-day period immediately
following December 7, 2004 and (y) an additional 0.25% per annum with respect to
each such subsequent 90-day period, up to a maximum of 2.0% per annum, until the
Exchange Offer is completed or the Shelf Registration Statement, if required
hereby, is declared effective by the SEC; provided that if the interest rate
borne by the Registrable Securities has been increased by 2.0% per annum due to
a failure to timely complete the Exchange Offer or timely have the Shelf
Registration Statement declared effective by the SEC, the interest rate borne by
the Registrable Securities shall be permanently increased by 0.25% per annum
upon the completion of the Exchange Offer or the effectiveness of the Shelf
Registration Statement or the Securities becoming freely tradable under Rule 144
(or any other applicable rule other than Rule 144A) of the Securities Act.

         If the Shelf Registration Statement has been declared effective and
thereafter either ceases to be effective or the Prospectus contained therein
ceases to be usable at any time during the Shelf Effectiveness Period, and such
failure to remain effective or usable exists for more than 45 days (whether or
not consecutive) in any 12-month period, then the interest rate on the
Registrable Securities will be increased by (x) 1.0% per annum for the first
90-day period immediately following such 45th day of ineffectiveness or lack of
usability and (y) an additional 0.25% per annum with respect to each such
subsequent 90-day period of ineffectiveness or lack of usability, up to a
maximum of 2.0% per annum of additional interest, commencing on the 45th day in
such 12-month period and ending on such date that the Shelf Registration
Statement has again been declared effective by the SEC or the Prospectus again
becomes usable.

         The events described in the preceding two paragraphs are collectively
referred to as "Registration Defaults." The payments in the preceding two
paragraphs are collectively referred to as "Liquidated Damages," and shall be
payable semiannually in arrears on each Liquidated Damages Payment Date. Upon
the cure of all Registration Defaults relating to any particular Registrable
Security, the accrual of Liquidated Damages with respect to such Registrable
Security will cease, subject to the proviso set forth in the first paragraph of
this Section 3(d). In no event shall Liquidated Damages ever be greater than
2.00% per annum.

         (e) Without limiting the remedies available to the Investors and the
Holders, the Company and the Guarantors acknowledge that any failure by the
Company or the Guarantors to comply with their obligations under Section 2(a)
and Section 3(a) hereof may result in material irreparable injury to the
Investors or the Holders for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Investors or any Holder may obtain such
relief as may be required to specifically enforce the Company's and the
Guarantors' obligations under Section 2(a) and Section 3(a) hereof; provided
that, the Investors shall not be entitled to any monetary damages other than the
Liquidated Damages provided for in this Agreement.

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         4. Registration Procedures. In connection with their obligations
pursuant to Section 2(a) and Section 3(a) hereof, the Company and the Guarantors
shall as expeditiously as possible:

         (a) prepare and file with the SEC a Registration Statement on the
appropriate form under the Securities Act, which form (x) shall be selected by
the Company and the Guarantors, (y) shall, in the case of a Shelf Registration,
be available for the sale of the Registrable Securities by the selling Holders
thereof and (z) shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements
required by the SEC to be filed therewith; and use commercially reasonable
efforts to cause such Registration Statement to become effective and remain
effective for the applicable period in accordance with Section 2 and Section 3
hereof, as applicable;

         (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period in accordance with
Section 2 and Section 3 hereof, as applicable, and cause each Prospectus to be
supplemented by any required prospectus supplement and, as so supplemented, to
be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus
current during the period described in Section 4(3) of and Rule 174 under the
Securities Act that is applicable to transactions by brokers or dealers with
respect to the Registrable Securities or Exchange Securities;

         (c) in the case of a Shelf Registration, or in the case of an Exchange
Offer Registration Statement, with respect to Participating Broker-Dealers that
hold Registrable Securities as a result of market-making or other trading
activities, furnish to each Holder of Registrable Securities, to counsel for the
Investors, to counsel for such Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as many
copies of each Prospectus, including each preliminary Prospectus, and any
amendment or supplement thereto, as reasonably requested, in order to facilitate
the sale or other disposition of the Registrable Securities thereunder; and the
Company and the Guarantors consent to the use of such Prospectus and any
amendment or supplement thereto in accordance with applicable law by each of the
selling Holders of Registrable Securities and any such Underwriters in
connection with the offering and sale of the Registrable Securities covered by
and in the manner described in such Prospectus or any amendment or supplement
thereto in accordance with applicable law;

         (d) use commercially reasonable efforts to register or qualify the
Registrable Securities under all applicable state securities or blue sky laws of
such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC; provide all
such information as may be requested by any Holder and required by the National
Association of Securities Dealers, Inc. in connection with an offering under a
Shelf Registration Statement of the Registrable Securities (including, without
limitation, such as may be required by Rule 2710 or 2720 thereunder), and
cooperate with the Holders in connection with any filings required to be made
with the National Association of Securities Dealers, Inc.; and do any and all
other acts and things that may be reasonably necessary or advisable to enable
each Holder to complete the disposition in each such jurisdiction of the
Registrable Securities owned by such Holder; provided that neither the Company
nor any Guarantor shall be required to (i) qualify as a foreign corporation or
other entity or as a dealer in securities in any such jurisdiction where it

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would not otherwise be required to so qualify, (ii) file any general consent to
service of process in any such jurisdiction or (iii) subject itself to taxation
in any such jurisdiction if it is not so subject;

         (e) in the case of a Shelf Registration, notify each Holder of
Registrable Securities included within the coverage of the Shelf Registration
Statement, counsel for such Holders and counsel for the Investors promptly and,
if requested by any such Holder or counsel, confirm such advice in writing (i)
when a Registration Statement has become effective and when any post-effective
amendment thereto has been filed and becomes effective, (ii) of any request by
the SEC or any state securities authority for amendments and supplements to a
Registration Statement and Prospectus or for additional information after the
Registration Statement has become effective, (iii) of the issuance by the SEC or
any state securities authority of any stop order suspending the effectiveness of
a Registration Statement or the initiation of any proceedings for that purpose,
(iv) if, between the effective date of a Registration Statement and the closing
of any sale of Registrable Securities covered thereby, the representations and
warranties of the Company or any Guarantor contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any,
relating to an offering of such Registrable Securities cease to be true and
correct in all material respects, (v) if the Company or any Guarantor receives
any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (vi) of the happening of any event during the
period a Registration Statement is effective that makes any statement made in
such Registration Statement or the related Prospectus untrue in any material
respect or that requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein not misleading,
(vii) of the suspension by the Company, in the exercise of its reasonable
judgment, of the use of the Registration Statement or Prospectus in order to
avoid premature disclosure of material non-public information, the premature
disclosure of which the Company determines, in its good faith judgment, would be
harmful to the Company and (viii) of any determination by the Company or any
Guarantor, after consultation with counsel, that a post-effective amendment to a
Registration Statement is necessary;

         (f) use commercially reasonable efforts to obtain (i) the withdrawal of
any order suspending the effectiveness of a Registration Statement and the use
of any related Prospectus and (ii) the lifting of any suspension of the
qualification (or exemption from qualification) of any of the Registrable
Securities for offer or sale in any jurisdiction in which they have been
qualified for sale, in each case as soon as reasonably practicable, and shall
provide notice to each Holder and the Investors of the withdrawal of any such
orders or suspensions;

         (g) in the case of a Shelf Registration, furnish each Holder of
Registrable Securities, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without any
documents incorporated therein by reference or exhibits thereto, unless
requested);

         (h) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends and enable such Registrable Securities to be
issued in such denominations and registered in such names

                                       9
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(consistent with the provisions of the Indenture) as the selling Holders may
reasonably request at least five Business Day prior to the closing of any sale
of Registrable Securities;

         (i) in the case of a Shelf Registration or an Exchange Offer
Registration, upon the occurrence of any event contemplated by Section 4(e)(vi)
hereof, use commercially reasonable efforts to prepare and file with the SEC a
supplement or post-effective amendment to a Registration Statement or the
related Prospectus or any document incorporated therein by reference or file any
other required document so that, as thereafter delivered to purchasers of the
Registrable Securities, such Prospectus will not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and the Company and the Guarantors shall notify the
Holders of Registrable Securities included in the coverage of the Shelf
Registration Statement or the Exchange Offer Registration Statement, as the case
may be, to suspend use of the Prospectus as promptly as practicable after the
occurrence of such an event, and such Holders hereby agree to suspend use of the
Prospectus until the Company and the Guarantors have amended or supplemented the
Prospectus to correct such misstatement or omission (provided that the
provisions of this section shall not otherwise limit the obligation of the
Company to pay additional interest pursuant to Section 3(d));

         (j) within a reasonable time prior to the filing of any Registration
Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or of any document that is to be
incorporated by reference into a Registration Statement or a Prospectus after
initial filing of a Registration Statement, provide copies of such document to
the Investors and their counsel (and, in the case of a Shelf Registration
Statement, to the Holders of Registrable Securities included in the coverage of
the Shelf Registration Statement and their counsel) and make such of the
representatives of the Company and the Guarantors as shall be reasonably
requested by the Investors or their counsel (and, in the case of a Shelf
Registration Statement, to the Holders of Registrable Securities included in the
coverage of the Shelf Registration Statement and their counsel) available for
discussion of such document; and the Company and the Guarantors shall not file
any Registration Statement, Prospectus, amendment of or supplement to a
Registration Statement or a Prospectus, or any document that is to be
incorporated by reference into a Registration Statement or a Prospectus after
initial filing of a Registration Statement, of which the Investors and their
counsel (and, in the case of a Shelf Registration Statement, the Holders of
Registrable Securities included in the coverage of the Shelf Registration
Statement and their counsel) shall not have previously been advised and
furnished a copy pursuant to this paragraph or to which the Investors or their
counsel (and, in the case of a Shelf Registration Statement, the Holders of
Registrable Securities included in the coverage of the Shelf Registration
Statement or their counsel) shall reasonably object within a reasonable period
of time after receipt of such documents and in each case after having been
afforded the opportunity to discuss such matters with the Company and the
Guarantors;

         (k) obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement;

         (l) cause the Indenture to be qualified under the Trust Indenture Act
in connection with the registration of the Exchange Securities or Registrable
Securities, as the case may be; cooperate with the Trustee and the Holders to
effect such changes to the Indenture as may be

                                       10
<PAGE>

required for the Indenture to be so qualified in accordance with the terms of
the Trust Indenture Act; and execute, and use commercially reasonable efforts to
cause the Trustee to execute, all documents as may be required to effect such
changes and all other forms and documents required to be filed with the SEC to
enable the Indenture to be so qualified in a timely manner;

         (m) in the case of a Shelf Registration, or in the case of an Exchange
Offer Registration Statement, with respect to Participating Broker-Dealers that
hold Registrable Securities as a result of market-making or other trading
activities, make available for inspection by a representative of the Holders of
the Registrable Securities included in the coverage of the Shelf Registration
Statement (an "Inspector"), any Underwriter participating in any disposition
pursuant to such Shelf Registration Statement, and attorneys and accountants
(but in any event, only one law firm, which shall initially be Weil, Gotshal &
Manges LLP, but may be another law firm, and one accounting firm to represent
the Holders, in each case selected by the Majority Holders and reasonably
acceptable to the Company) designated by the Holders, at reasonable times and in
a reasonable manner, all pertinent financial and other records, documents and
properties of the Company and the Guarantors, and use commercially reasonable
efforts to cause the respective officers, directors and employees of the Company
and the Guarantors to supply all information reasonably requested by any such
Inspector, Underwriter, attorney or accountant in connection with a Shelf
Registration Statement; provided that if any such information is identified by
the Company or any Guarantor as being confidential or proprietary, each Person
receiving such information shall agree in writing with the Company pursuant to a
confidentiality agreement in customary form to keep such information
confidential;

         (n) in the case of a Shelf Registration, use commercially reasonable
efforts to cause all Registrable Securities to be reserved for listing on any
securities exchange or any automated quotation system on which similar
securities issued or guaranteed by the Company or any Guarantor are then listed
no later than the date such Shelf Registration Statement is declared effective,
and, cause all such Registrable Securities to be so listed, in all cases to the
extent such Registrable Securities satisfy applicable listing requirements;

         (o) in the case of a Shelf Registration Statement, if reasonably
requested by any Holder of Registrable Securities covered by a Registration
Statement, promptly incorporate in a Prospectus supplement or post-effective
amendment such information with respect to such Holder as such Holder reasonably
requests to be included therein and promptly make all required filings of such
Prospectus supplement or such post-effective amendment after the Company has
received notification of the matters to be incorporated in such filing; provided
that the Company shall not be obligated to file more than one post-effective
amendment or supplement in any 30-day period as a result of any such requests;
and

         (p) in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions reasonably requested by the Holders
in connection therewith in order to expedite or facilitate the disposition of
such Registrable Securities including, but not limited to, an Underwritten
Offering (if requested by the Majority Holders) and in such connection, use
commercially reasonable efforts to (i) to the extent possible, make such
representations and warranties to the Holders and any Underwriters of such
Registrable Securities with respect to the business of the Company and its
subsidiaries, the Registration Statement, Prospectus and documents incorporated
by reference or deemed incorporated by reference, if any, in each case,

                                       11
<PAGE>

in form, substance and scope as are customarily made by issuers to underwriters
in underwritten offerings and confirm the same if and when requested, (ii)
obtain opinions of counsel to the Company and the Guarantors (which counsel and
opinions, in form, scope and substance, shall be reasonably satisfactory to the
Holders and such Underwriters and their respective counsel) addressed to each
selling Holder and Underwriter of Registrable Securities, covering the matters
customarily covered in opinions requested in underwritten offerings, (iii)
obtain "comfort" letters from the independent certified public accountants of
the Company and the Guarantors (and, if necessary, any other certified public
accountant of any subsidiary of the Company or any Guarantor, or of any business
acquired by the Company or any Guarantor for which financial statements and
financial data are or are required to be included in the Registration Statement)
addressed to each selling Holder and Underwriter of Registrable Securities, such
letters to be in customary form and covering matters of the type customarily
covered in "comfort" letters in connection with underwritten offerings and (iv)
deliver such documents and certificates as may be reasonably requested by the
Majority Holders of the Registrable Securities being sold or the Underwriters,
and which are customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties of the Company and the
Guarantors made pursuant to clause (i) above and to evidence compliance with any
customary conditions contained in an underwriting agreement.

         (q) In the case of a Shelf Registration Statement, the Company may
require each Holder of Registrable Securities to furnish to the Company such
information regarding such Holder and the proposed disposition by such Holder of
such Registrable Securities as the Company and the Guarantors may from time to
time reasonably request in writing.

         (r) In the case of a Shelf Registration Statement, in the event that
any broker-dealer registered under the Exchange Act shall underwrite any
Registrable Securities or participate as a member of an underwriting syndicate
or selling group or "assist in the distribution" (within the meaning of the
Conduct Rules (the "Rules") of the National Association of Securities Dealers,
Inc.) thereof, whether as a Holder of such Registrable Securities or as an
underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, the Company will, to the extent requested by such
broker-dealer, assist such broker-dealer in complying with the requirements of
such Rules, including, without limitation, by (i) if such Rules, including Rule
2720, shall so require, engaging a "qualified independent underwriter" (as
defined in Rule 2720) to participate in the preparation of the Shelf
Registration Statement relating to such Registrable Securities, to exercise
usual standards of due diligence in respect thereto and, if any portion of the
offering contemplated by such Shelf Registration Statement is an underwritten
offering or is made through a placement or sales agent, to recommend the yield
of such Registrable Securities, (ii) indemnifying any such qualified independent
underwriter to the extent of the indemnification of underwriters provided in
Section 7 hereof and (iii) providing such information to such broker-dealer as
is reasonably requested and may be required in order for such broker-dealer to
comply with the requirements of the Rules; provided that the Company shall not
be responsible for the fees or expenses of any such qualified independent
underwriter or any expenses incurred by any such broker-dealer in connection
with its compliance with the Rules.

         (s) In the case of a Shelf Registration Statement, each Holder of
Registrable Securities agrees that, upon receipt of any notice from the Company
and the Guarantors of the

                                       12
<PAGE>

happening of any event of the kind described in clauses (ii), (iii), (v), (vii)
and (viii) of Section 4(e) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to a Registration Statement until
such Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 4(i) hereof and, if so directed by the Company and the
Guarantors, such Holder will deliver to the Company and the Guarantors all
copies in its possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities that is
current at the time of receipt of such notice.

         If the Company and the Guarantors shall give any such notice pursuant
to this Section 4(s) or Section 4(i) hereof to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company and the
Guarantors shall extend the period during which the Registration Statement shall
be maintained effective pursuant to this Agreement by the number of days during
the period from and including the date of the giving of such notice to and
including the date when the Holders shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions. Any
suspension shall be subject to the applicable increases in the interest rate
borne by the Registrable Securities pursuant to Section 3(d) hereof. The Company
and the Guarantors may not suspend the disposition of Registrable Securities for
any of the reasons specified in Section 4(e)(vi) or (vii) for more than 100 days
in any 365 day period.

         5. Underwritten Offerings. If requested by the Holders of at least
$50,000,000 of aggregate principal amount of the Registrable Securities, the
Holders of Registrable Securities covered by a Shelf Registration Statement who
desire to do so may sell such Registrable Securities in an Underwritten
Offering. In any such Underwritten Offering, the investment banker or investment
bankers and manager or managers that will administer the offering will be
selected by the Majority Holders of the Registrable Securities included in such
offering, and must be acceptable to the Company.

         6. Participation of Broker-Dealers in Exchange Offer.

         (a) If any broker-dealer that receives Exchange Securities for its own
account in the Exchange Offer in exchange for Securities that were acquired by
such broker-dealer as a result of market-making or other trading activities (a
"Participating Broker-Dealer") may be deemed to be an "underwriter" within the
meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Securities, the Company and the Guarantors agree to use commercially
reasonable efforts to keep the Exchange Offer Registration Statement effective
and to amend or supplement the Prospectus contained in the Exchange Offer
Registration Statement, if requested by one or more Participating
Broker-Dealers, in order to expedite or facilitate the disposition of any
Exchange Securities by Participating Broker-Dealers consistent with the
positions of the Staff recited in Section 6(a) above, for the period equal to
the lesser of (i) 180 days after the last Exchange Date (as such period may be
extended pursuant to the penultimate paragraph of Section 4 of this Agreement)
and (ii) the date on which all such Participating Broker-Dealers have sold all
such Exchange Securities held by them. Each such Participating Broker-Dealer
agrees to promptly notify the Company when all such Exchange Securities have
been sold by such Participating Broker-Dealer. The Company and the Guarantors
further agree that Participating Broker-Dealers

                                       13
<PAGE>

shall be authorized to deliver such Prospectus during such period in connection
with the resales contemplated by this Section 6.

         (b) The Participating Broker-Dealers shall be indemnified by the
Company and the Guarantors with respect to any request that they may make
pursuant to Section 6(a) in accordance with Section 7 hereof.

         7. Indemnification and Contribution. (a) The Company and each
Guarantor, jointly and severally, agree to indemnify and hold harmless each
Investor and each Holder, their respective affiliates, directors and officers
and each Person, if any, who controls any Investor or any Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
from and against any and all losses, claims, damages and liabilities (including,
without limitation, legal fees and other expenses reasonably incurred in
connection with any suit, action, inquiry, proceeding, investigation, claim
asserted or appeal taken from the foregoing, as such fees and expenses are
incurred), joint or several, that arise out of, or are based upon, any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or any Prospectus or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, except (i) insofar as such losses, claims,
damages or liabilities arise out of, or are based upon, any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with any information relating to any Investor or any Holder furnished
to the Company in writing by such Investor or such Holder expressly for use
therein and (ii) with respect to any untrue statement in or omission from any
preliminary prospectus relating to a Registration Statement, the indemnity
agreement contained in this paragraph (a) shall not inure to the benefit of any
Holder to the extent that the sale to the person asserting any such loss, claim,
damage or liability results from the fact that (i) a copy of the Prospectus was
not sent or given to such person at or prior to the written confirmation of the
sale of such Securities to such Person and (ii) the untrue statement in or
omission from such preliminary prospectus was corrected in the final Prospectus
unless, in either case, such failure to deliver the Prospectus was a result of
non-compliance by the Company with the provisions of this Agreement. In
connection with any Underwritten Offering permitted by Section 5, the Company
and the Guarantors, jointly and severally, will also indemnify the Underwriters,
if any, selling brokers, dealers and similar securities industry professionals
participating in the distribution, their respective affiliates and each Person
who controls such Persons (within the meaning of the Securities Act and the
Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration
Statement.

         (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Guarantors, the Investors and the other selling
Holders, their respective affiliates, the directors of the Company and the
Guarantors, each officer of the Company and the Guarantors who signed the
Registration Statement and each Person, if any, who controls the Company, the
Guarantors, any Investor and any other selling Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the indemnity set forth in paragraph (a) above, but only with respect
to any losses, claims, damages or liabilities that arise out of, or are based
upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information

                                       14
<PAGE>

relating to such Holder furnished to the Company in writing by such Holder
expressly for use in any Registration Statement, any Prospectus.

         (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnification may be sought pursuant to either
paragraph (a) or (b) above, such Person (the "Indemnified Person") shall
promptly notify the Person against whom such indemnification may be sought (the
"Indemnifying Person") in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
under this Section 7 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and
provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person
otherwise than under this Section 7. If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 7
that the Indemnifying Person may designate in such proceeding and shall pay the
fees and expenses of such counsel related to such proceeding, as incurred. In
any such proceeding, any Indemnified Person shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the contrary; (ii) the
Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person
shall have reasonably concluded (based on advice of counsel) that there may be
legal defenses available to it that are different from or in addition to those
available to the Indemnifying Person and such counsel is reasonably acceptable
to the Company; or (iv) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them, and
such counsel is reasonably acceptable to the Company. It is understood and
agreed that the Indemnifying Person shall not, in connection with any proceeding
or related proceeding in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all Indemnified Persons, and that all such fees and expenses shall be reimbursed
as they are incurred. Any such separate firm (x) for any Holder, its affiliates,
directors and officers and any control Persons of such Holder shall be
designated in writing by the Majority Holders and be reasonably acceptable to
the Company and (y) in all other cases shall be designated in writing by the
Company. The Indemnifying Person shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the Indemnifying
Person agrees to indemnify each Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an Indemnified Person shall have requested
that an Indemnifying Person reimburse the Indemnified Person for fees and
expenses of counsel reasonably incurred as contemplated by this paragraph (and
shall be entitled to such reimbursement pursuant to the provisions hereof), the
Indemnifying Person shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into more
than 60 days after receipt by the Indemnifying Person of such request and (ii)
the Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement. No
Indemnifying Person

                                       15
<PAGE>

shall, without the written consent of the Indemnified Person, effect any
settlement of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party and indemnification could have
been sought hereunder by such Indemnified Person, unless such settlement (A)
includes an unconditional release of such Indemnified Person, in form and
substance reasonably satisfactory to such Indemnified Person, from all liability
on claims that are the subject matter of such proceeding and (B) does not
include any statement as to or any admission of fault, culpability or a failure
to act by or on behalf of any Indemnified Person.

         (d) If the indemnification provided for in paragraphs (a) and (b) above
is unavailable to an Indemnified Person or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors from the offering of the
Securities and the Exchange Securities, on the one hand, and by the Holders from
receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) but also the relative fault
of the Company and the Guarantors on the one hand and the Holders on the other
in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors on the one
hand and the Holders on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Guarantors or by the Holders and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

         (e) The Company, the Guarantors and the Holders agree that it would not
be just and equitable if contribution pursuant to this Section 7 were determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Person in connection with any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall a Holder be
required to contribute any amount in excess of the amount by which the total
price at which the Securities or Exchange Securities sold by such Holder exceeds
the amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

         (f) The remedies provided for in this Section 7 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
Indemnified Person at law or in equity.

                                       16
<PAGE>

         (g) The indemnity and contribution provisions contained in this Section
7 shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Investors or any Holder, their respective affiliates or any Person
controlling any Investor or any Holder, or by or on behalf of the Company or the
Guarantors, their respective affiliates or the officers or directors of or any
Person controlling the Company or the Guarantors, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a
Shelf Registration Statement.

         8. General.

         (a) No Inconsistent Agreements. The Company and the Guarantors
represent, warrant and agree that (i) the rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of any other outstanding securities issued or
guaranteed by the Company or any Guarantor under any other agreement and (ii)
neither the Company nor any Guarantor has entered into, or on or after the date
of this Agreement will enter into, any agreement that is inconsistent with the
rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.

         (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company and the Guarantors have obtained the written consent of
the Majority Holders affected by such amendment, modification, supplement,
waiver or consent; provided that no amendment, modification, supplement, waiver
or consent to any departure from the provisions of Section 7 hereof shall be
effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder, except for any such amendments, modifications,
supplements or waivers that would not adversely effect such Holder in any
respect. Any amendments, modifications, supplements, waivers or consents
pursuant to this Section 8(b) shall be by a writing executed by each of the
parties hereto.

         (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to any Holder, at the most current address of such Holder
maintained by the Trustee under the Indenture (provided that while the
Securities are in book-entry form, notice to the Trustee shall serve as notice
to the Holders); (ii) if to the Company and the Guarantors, initially at the
Company's address set forth in the Purchase Agreement and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 8(c); and (iii) to such other persons at their respective addresses
as provided in the Purchase Agreement and thereafter at such other address,
notice of which is given in accordance with the provisions of this Section 8(c).
All such notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt is acknowledged, if telecopied; and on the next Business
Day if timely delivered to an air courier guaranteeing overnight delivery.
Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

                                       17
<PAGE>

         (d) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Registrable Securities in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all the terms of this Agreement, and by taking and holding such
Registrable Securities such Person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this Agreement
and such Person shall be entitled to receive the benefits hereof. The Investors
(in their capacity as Investors) shall have no liability or obligation to the
Company or the Guarantors with respect to any failure by a Holder to comply
with, or any breach by any Holder of, any of the obligations of such Holder
under this Agreement.

         (e) Purchases and Sales of Securities. The Company and the Guarantors
shall not, and shall use commercially reasonable efforts to cause their
affiliates (as defined in Rule 405 under the Securities Act) not to, purchase
and then resell or otherwise transfer any Registrable Securities.

         (f) Third Party Beneficiaries. Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Investors, on the other hand, and shall
have the right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of other
Holders hereunder.

         (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (h) Headings. The headings in this Agreement are for convenience of
reference only, are not a part of this Agreement and shall not limit or
otherwise affect the meaning hereof.

         (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

         (j) Miscellaneous. This Agreement contains the entire agreement between
the parties relating to the subject matter hereof and supersedes all oral
statements and prior writings with respect thereto. If any term, provision,
covenant or restriction contained in this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions
contained herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. The Company, the Guarantors and the Investors
shall endeavor in good faith negotiations to replace the invalid, void or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, void or unenforceable
provisions.

                                       18
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                        THE GOODYEAR TIRE & RUBBER COMPANY

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

                                        ALLIED TIRE SALES, INC.

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

                                        BELT CONCEPTS OF AMERICA, INC.

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

                                        CELERON CORPORATION

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

                                        COSMOFLEX, INC.

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

                                       19
<PAGE>

                                        DAPPER TIRE CO., INC.

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

                                        DIVESTED COMPANIES HOLDING COMPANY

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

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

                                        DIVESTED LITCHFIELD PARK PROPERTIES,
                                        INC.

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

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

                                        GOODYEAR FARMS, INC.

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

                                       20
<PAGE>

                                        GOODYEAR INTERNATIONAL CORPORATION

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

                                        GOODYEAR WESTERN HEMISPHERE CORPORATION

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

                                        THE KELLY-SPRINGFIELD TIRE CORPORATION

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

                                        WHEEL ASSEMBLIES INC.

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

                                        WINGFOOT COMMERCIAL TIRE SYSTEMS, LLC

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

                                        WINGFOOT VENTURES EIGHT, INC.

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

                                       21
<PAGE>

                                        GOODYEAR CANADA INC.

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

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

                                       22
<PAGE>

                [Remaining Signature Pages Intentionally Omitted]

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