<PAGE>


                                                                    EXHIBIT 4.10


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

                    MASTER GUARANTEE AND COLLATERAL AGREEMENT

                                   dated as of

                                 March 31, 2003,

                          as Amended and Restated as of

                               February 20, 2004,

                                      among

                       THE GOODYEAR TIRE & RUBBER COMPANY,

             THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY
                  identified as Grantors and Guarantors herein,

                            THE LENDERS PARTY HERETO

                                       and

                              JPMORGAN CHASE BANK,

                               as Collateral Agent

================================================================================
                                                                [CS&M #6701-315]

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                                TABLE OF CONTENTS

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                                                          ARTICLE I

                                                         Definitions

SECTION 1.01. Certain Defined Terms................................................................................       1

                                                         ARTICLE II

                                                         Guarantees

SECTION 2.01. Guarantees...........................................................................................      14

SECTION 2.02. Guarantee of Payment.................................................................................      14

SECTION 2.03. No Limitations.......................................................................................      14

SECTION 2.04. Reinstatement........................................................................................      16

SECTION 2.05. Agreement To Pay; Subrogation........................................................................      16

SECTION 2.06. Information..........................................................................................      17

                                                         ARTICLE III

                                                    Pledge of Securities

SECTION 3.01. Pledge...............................................................................................      17

SECTION 3.02. Voting Rights; Dividends and Interest................................................................      18

                                                         ARTICLE IV

                                           Security Interests in Personal Property

SECTION 4.01. Creation of Security Interests.......................................................................      19

SECTION 4.02. Certain Filings......................................................................................      23

SECTION 4.03. Representations and Warranties.......................................................................      23

SECTION 4.04. Covenants............................................................................................      24

SECTION 4.05. Other Actions........................................................................................      25
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SECTION 4.06. Covenants Regarding Patent, Trademark and Copyright Collateral.......................................      25

SECTION 4.07. Lockbox System.......................................................................................      26

SECTION 4.08. Insurance............................................................................................      28

                                                          ARTICLE V

                                       Other Pledges, Mortgages and Security Interests

SECTION 5.01. Summary of Certain Other Security Documents..........................................................      28

SECTION 5.02. Other Security Documents Subject to This Agreement...................................................      29

                                                         ARTICLE VI

                                                          Remedies

SECTION 6.01. Remedies Upon Default................................................................................      30

SECTION 6.02. Exercise of Remedies under Other Security Documents..................................................      31

SECTION 6.03. Application of Proceeds..............................................................................      32

SECTION 6.04. Grant of License to Use Intellectual Property........................................................      33

SECTION 6.05. Securities Act.......................................................................................      33

                                                         ARTICLE VII

                                          Indemnity, Subrogation and Subordination

SECTION 7.01. Indemnity and Subrogation............................................................................      34

SECTION 7.02. Contribution and Subrogation.........................................................................      35

SECTION 7.03. Subordination........................................................................................      35

                                                        ARTICLE VIII

                      Acts of Secured Parties and Administrative Agent; Amounts of Secured Obligations

SECTION 8.01. Acts of Secured Parties and Administrative Agent.....................................................      35

SECTION 8.02. Determination of Amounts of Secured Obligations and Existence of Events of Default under Credit
                Agreements; Acceleration...........................................................................      36
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                                                         ARTICLE IX

                                                 Duties of Collateral Agent

SECTION 9.01. Notices to Administrative Agents under Credit Agreements.............................................      36

SECTION 9.02. Actions Under This Agreement.........................................................................      36

                                                          ARTICLE X

                                               Concerning the Collateral Agent

SECTION 10.01. Limitations on Responsibility of Collateral Agent...................................................      38

SECTION 10.02. Reliance by Collateral Agent; Indemnity Against Liabilities, etc....................................      39

SECTION 10.03. Resignation and Removal of the Collateral Agent.....................................................      40

SECTION 10.04. Expenses and Indemnification........................................................................      40

                                                         ARTICLE XI

                                               Subordination of Certain Liens

SECTION 11.01. Perfection and Priority of Security Interests.......................................................      40

SECTION 11.02. No Interference; No Right to Instruct Collateral Agent; Payment Over; Reinstatement; Permitted
                 Actions...........................................................................................      42

SECTION 11.03. Consent to Priming of Junior Lien on ABL Facilities Collateral......................................      43

SECTION 11.04. Consent to Subordination of Junior Liens to Certain Refinancing Indebtedness........................      43

                                                         ARTICLE XII

                                         Subordination of Intercompany Indebtedness

SECTION 12.01. Subordination.......................................................................................      43

SECTION 12.02. Dissolution or Insolvency...........................................................................      44

SECTION 12.03. Subrogation.........................................................................................      44

SECTION 12.04. Other Creditors.....................................................................................      44

SECTION 12.05. No Waiver...........................................................................................      44
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                                       iii
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SECTION 12.06. Obligations Hereunder Not Affected..................................................................      45

                                                        ARTICLE XIII

                                                        Miscellaneous

SECTION 13.01. Notices.............................................................................................      45

SECTION 13.02. Waivers; Amendment..................................................................................      46

SECTION 13.03. Collateral Agent's Fees and Expenses; Indemnification...............................................      46

SECTION 13.04. Successors and Assigns..............................................................................      46

SECTION 13.05. Survival of Agreement...............................................................................      47

SECTION 13.06. Counterparts; Effectiveness; Several Agreement......................................................      47

SECTION 13.07. Severability........................................................................................      47

SECTION 13.08. Right of Set-Off....................................................................................      47

SECTION 13.09. Governing Law; Jurisdiction; Consent to Service of Process..........................................      48

SECTION 13.10. WAIVER OF JURY TRIAL................................................................................      48

SECTION 13.11. Headings............................................................................................      49

SECTION 13.12. Security Interest Absolute..........................................................................      49

SECTION 13.13. Termination or Release..............................................................................      49

SECTION 13.14. Additional Grantors and Guarantors..................................................................      50

SECTION 13.15. Collateral Agent Appointed Attorney-in-Fact.........................................................      51

SECTION 13.16. Collateral Agent as Joint and Several Creditor......................................................      52

SECTION 13.17. Post-Closing Letter Agreements......................................................................      52

SECTION 13.18. Credit Party Obligations............................................................................      52
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                                       iv
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Schedules

Schedule I       Aircraft
Schedule II      US Facilities Foreign Pledge Agreements
Schedule III     US Facilities Mortgages
Schedule IV      European Facilities Security Documents

Exhibits

Exhibit I        Form of Perfection Certificate

                                        v
<PAGE>

                        MASTER GUARANTEE AND COLLATERAL AGREEMENT dated as of
                  March 31, 2003, as Amended and Restated as of February 20,
                  2004, among THE GOODYEAR TIRE & RUBBER COMPANY (the
                  "Company"), the Subsidiaries of THE GOODYEAR TIRE & RUBBER
                  COMPANY identified herein, the LENDERS party hereto and
                  JPMORGAN CHASE BANK, as collateral agent (the "Collateral
                  Agent").

            This agreement amends and restates the Master Guarantee and
Collateral Agreement dated as of March 31, 2003, among the parties hereto.

            Reference is made to the Credit Agreements (such term, and each
other capitalized term used and not otherwise defined herein, having the meaning
assigned to it in Article I). The Lenders have agreed to extend credit to the
Company and the other Borrowers on the terms and subject to the conditions set
forth in the Credit Agreements. The obligations of the Lenders to extend such
credit are conditioned upon, among other things, the execution and delivery of
this Agreement by the Company and the other Grantors and Guarantors. The
Subsidiary Grantors and Subsidiary Guarantors are subsidiaries of the Company
and subsidiaries or affiliates of the other Borrowers, will derive substantial
benefits from the extension of credit to the Borrowers pursuant to the Credit
Agreements and are willing to execute and deliver this Agreement in order to
induce the Lenders to extend such credit. Accordingly, the parties hereto agree
as follows:

                                   ARTICLE I

                                   Definitions

            SECTION 1.01. Certain Defined Terms. (a) All terms defined in the
New York UCC (as defined herein) and not defined in this Agreement have the
meanings specified therein; the term "instrument" shall have the meaning
specified in Article 9 of the New York UCC.

            (b) All terms defined in the Credit Agreements and not defined in
this Agreement have the meanings specified therein. The rules of construction
specified in Section 1.03 or 1.04, as applicable, of each of the Credit
Agreements shall also apply to this Agreement.

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

            "ABL Collateral Proceeds Account" means a deposit account maintained
at JPMorgan Chase Bank, as Collateral Agent, for the benefit of the Secured
Parties, and any successor account maintained with the Collateral Agent.

            "ABL Facilities Agreement" means the Term Loan and Revolving Credit
Agreement dated as of March 31, 2003, among the Company, certain lenders, JPMCB,
as administrative agent, Citicorp USA Inc., as syndication agent, and Bank of
America, N.A. and The CIT Group/Business Credit, Inc., as documentation agents,
as amended by the First Amendment thereto dated as of February 19, 2004, and as
further amended from time to time.

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                                                                               2

            "ABL Facilities Collateral" means any and all of the following
assets and properties now owned or at any time hereafter acquired by any ABL
Facilities Grantor or in which such ABL Facilities Grantor now has or at any
time in the future may acquire any right, title or interest: (a) all Accounts;
(b) all Chattel Paper; (c) all Deposit Accounts (and all cash, checks and other
negotiable instruments, funds and other evidences of payment held therein); (d)
all Inventory; (e) to the extent evidencing, governing, securing or otherwise
related to the items referred to in the preceding clauses (a), (b), (c) and (d),
all Documents, General Intangibles (other than Intellectual Property and, in the
case of any ABL Facilities Grantor that is organized under the laws of Canada or
one or more provinces thereof, indemnification claims, contract rights
(including rights under leases, whether entered into as lessor or lessee, Swap
Agreements and other agreements), goodwill, registrations and franchises),
Instruments, Investment Property (other than (i) US Facilities Pledged Equity
Interests, (ii) Equity Interests in Luxembourg Finance, (iii) the Equity
Interests described in clauses (b), (c) and (d) of the definition of Excluded
Equity Interests and (iv) Proceeds in respect of Equity Interests described in
clauses (i), (ii) and (iii)) and Letter of Credit Rights; (f) all books and
records related to the foregoing; and (g) all Proceeds of any and all of the
foregoing and all collateral security and guarantees given by any Person with
respect to any of the foregoing. Notwithstanding the foregoing, any cash
deposited to collateralize Letter of Credit reimbursement obligations pursuant
to the US Revolving Facility Agreement will constitute US Facilities Article 9
Collateral and not ABL Facilities Collateral.

            "ABL Facilities Grantors" means the Company and each Subsidiary that
is listed under the heading "ABL Facilities Grantors" on the signature pages
hereto or that becomes an ABL Facilities Grantor pursuant to Section 13.14.

            "ABL Facilities Junior Liens" means all Liens on the ABL Facilities
Collateral securing the US Facilities Obligations, the US Miscellaneous
Obligations or any European Facilities Obligations.

            "ABL Facilities Mortgages" means the "Mortgages" under and as
defined in the ABL Facilities Agreement. In the event that the requirements of
Section 5.08(e) of the ABL Facilities Agreement shall be satisfied by the
amendment of the US Facilities Mortgages, such mortgages shall, for all purposes
hereof, (a) insofar as they secure the US Facilities Obligations, constitute the
US Facilities Mortgages, and (b) insofar as they secure the ABL Facilities
Obligations, constitute the ABL Facilities Mortgages.

            "ABL Facilities Obligations" means the "Obligations" under and as
defined in the ABL Facilities Agreement (other than any Collateral Agent
Obligations).

            "ABL Facilities Revolving Obligations" means the "Revolving
Obligations" under and as defined in the ABL Facilities Agreement (other than
any Collateral Agent Obligations).

            "ABL Facilities Secured Parties" means the "Secured Parties" under
and as defined in the ABL Facilities Agreement.

            "ABL Facilities Tranche A Term Obligations" means the "Tranche A
Term Obligations" under and as defined in the ABL Facilities Agreement (other
than any Collateral Agent Obligations).

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                                                                               3

            "ABL Tranche B Junior Liens" means all Liens securing the ABL
Facilities Tranche B Term Obligations.

            "ABL Facilities Tranche B Term Obligations" means the "Tranche B
Term Obligations" under and as defined in the ABL Facilities Agreement (other
than any Collateral Agent Obligations).

            "Acceptable Financing" means a credit facility extended to the
Company as a debtor-in-possession in a proceeding commenced by or against the
Company under the Bankruptcy Code that (a) replaces and results in the payment
of all amounts outstanding or owed to the Lenders under the ABL Facilities
Agreement at the time of the first extension of credit under such credit
facility made following the entry of a final order approving such credit
facility, (b) is arranged by J.P. Morgan Securities Inc. (or, if J.P. Morgan
Securities Inc. shall elect not to arrange such credit facility, another
recognized provider of debtor-in-possession financings for substantial corporate
debtors that shall be a Lender under one or both of the US Facilities
Agreements) and (c) provides for extensions of credit in an aggregate amount not
in excess of the greater of (i) $1,950,000,000 and (ii) the amount available to
be borrowed from time to time under the Borrowing Base under and as defined in
the ABL Facilities Agreement as in effect at the commencement of such
proceeding.

            "Account Debtor" means any Person who is or who may become obligated
to any ABL Facilities Grantor under, with respect to or on account of an
Account.

            "Act" has the meaning assigned to such term in Section 8.01.

            "Additional Subsidiary Agreement" has the meaning assigned to such
term in Section 13.14.

            "Administrative Agent" means, as to any Credit Agreement, the
"Administrative Agent" under and as defined in such Credit Agreement.

            "Agreement" means this amended and restated Master Guarantee and
Collateral Agreement.

            "Aircraft" means all airships, airplanes, helicopters and other
aircraft owned on the date hereof or hereafter acquired by any US Facilities
Grantor, including those listed on Schedule I hereto, as updated from time to
time pursuant to Section 4.04(c).

            "Aircraft Collateral" means the Aircraft, Aircraft Parts and
Aircraft Log Books.

            "Aircraft Log Books" means any and all log books, maintenance
records, airworthiness certificates, registration documents and other records
and documents relating to the Aircraft or Aircraft Parts.

            "Aircraft Parts" means all engines and propellers (whether or not
affixed to any Aircraft) owned by any US Facilities Grantor and used or intended
for use in connection with the Aircraft, and all avionics equipment, radio
equipment, navigation equipment, radar equipment and other equipment,
appliances, accessories and accessions used or intended for use in connection
with the Aircraft.

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                                                                               4

            "Applicable Collateral" means (a) as to the ABL Facilities
Agreement, the ABL Facilities Collateral, (b) as to the European Facilities
Agreement, the European Facilities Collateral and the Luxembourg Finance Pledged
Collateral, (c) as to the US Revolving Facility Agreement or the US Term
Facility Agreement, the US Facilities Collateral and (d) as to each Credit
Agreement referred to above, but subject to Article XI, all Collateral subject
to any Junior Lien securing the Obligations under and as defined in such Credit
Agreement.

            "Applicable Collateral Agent Obligations" means, as to any Class of
Obligations, any Collateral Agent Obligations under the Credit Agreement or any
other agreement or instrument governing the Obligations of such Class and any
Collateral Agent Obligations under this Agreement or any Other Security Document
to the extent related to the Obligations of such Class.

            "Applicable Credit Agreement" means (a) as to the ABL Facilities
Collateral, the ABL Facilities Agreement, (b) as to the European Facilities
Collateral, the European Facilities Agreement, (c) as to the Luxembourg Finance
Pledged Collateral, the European Facilities Agreement, (d) as to the US
Facilities Collateral, the US Revolving Facility Agreement and the US Term
Facility Agreement and (e) as to each class of Collateral referred to above,
when all loans under the applicable Credit Agreement or Credit Agreements
referred to above have been repaid, no letters of credit issued under such
Credit Agreement or Credit Agreements shall be outstanding and the commitments
of the Lenders under such Credit Agreement or Credit Agreements shall have
terminated, any Credit Agreement under which Obligations secured by a Junior
Lien on such Collateral shall be outstanding (or, if there shall be more than
one such Credit Agreement, the Credit Agreement under which the Obligations
secured by the most senior Lien on such Collateral shall be outstanding).

            "Applicable Guarantors" means, as to any Class of Obligations, each
Guarantor for which the Obligations of such Class constitute Guaranteed
Obligations.

            "Applicable Senior Liens" means (a) as to the ABL Facilities Junior
Liens, the Liens on the ABL Facilities Collateral securing the ABL Facilities
Obligations and the Applicable Collateral Agent Obligations, (b) as to the
Luxembourg Finance Junior Liens, the Liens on the Luxembourg Finance Pledged
Collateral securing the European Facilities Obligations referred to therein and
the Applicable Collateral Agent Obligations, (c) as to the US Facilities Junior
Liens, the Liens on the US Facilities Collateral securing the US Facilities
Obligations, the US Miscellaneous Obligations and the Applicable Collateral
Agent Obligations, (d) as to the European Facilities Junior Liens, the Liens on
the ABL Facilities Collateral and the US Facilities Collateral securing the ABL
Facilities Obligations, the US Facilities Obligations, the US Miscellaneous
Obligations and the Applicable Collateral Agent Obligations and (e) as to the
ABL Tranche B Junior Liens, all Liens securing the ABL Facilities Revolving
Obligations and the ABL Facilities Tranche A Term Obligations.

            "Applicable Senior Obligations" means, as to any Obligations secured
by Junior Liens, the Obligations secured by the Applicable Senior Liens.

            "Article 9 Collateral" means the ABL Facilities Collateral and the
US Facilities Article 9 Collateral.

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

<PAGE>
                                                                               5

            "Borrowers" means, collectively, the "Borrower" or "Borrowers" under
and as defined in each of the Credit Agreements.

            "Canadian Intellectual Property Collateral" means all Intellectual
Property in which security interests are created under the Canadian Security
Agreements.

            "Canadian Security Agreements" means the Canadian Guarantee and
Collateral Agreement between Goodyear Canada Inc. and the Collateral Agent, and
the Quebec Hypothec (as defined in the Canadian Guarantee and Collateral
Agreement.

            "Claiming Party" has the meaning assigned to such term in Section
7.02.

            "Class" refers to the Obligations described in any one of clauses
(a) through (g) of the definition of "Obligations" (the Obligations described in
each clause of the definition of "Obligations" constituting a separate Class of
Obligations).

            "Collateral" means the Pledged Collateral, the Article 9 Collateral,
the US Facilities Mortgaged Collateral and the European Facilities Collateral.

            "Collateral Agent Obligations" means all obligations, monetary and
otherwise, of any Credit Party to the Collateral Agent, or to its Related
Parties in connection with acts or omissions related to its role as Collateral
Agent, under this Agreement or any other Credit Document, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding).

            "Consent Asset" means any asset or right of a Grantor the creation
of a security interest in which would be prohibited by or not be effective under
applicable law or would violate or result in a default under any agreement or
instrument in effect on the date hereof (or in the case of any future Grantor on
the date it becomes a Grantor) between such Grantor and any Person other than
(a) the Company, (b) any Wholly Owned Subsidiary or (c) any Subsidiary that is
not a Wholly Owned Subsidiary unless the waiver of such default or violation
would require the consent of any Person other than the Company or another
Subsidiary; provided that no asset or right shall be a Consent Asset to the
extent that Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code
as in effect in the applicable jurisdiction, or any other law of the applicable
jurisdiction, shall permit (and excuse any default or violation resulting from)
the creation of a security interest in such asset or right notwithstanding the
provision of such agreement or instrument prohibiting the creation of a security
interest therein or shall render such provision unenforceable.

            "Consent Subsidiary" has the meaning assigned to such term in the US
Facilities Agreements or, if the US Facilities Agreements are no longer in
effect, the ABL Facilities Agreement.

            "Control Notice" has the meaning assigned to such term in each
Lockbox Agreement.

            "Contributing Party" has the meaning assigned to such term in
Section 7.02.

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                                                                               6

            "Copyright License" means any written agreement, now or hereafter in
effect, granting any right to any third party under any copyright now or
hereafter owned by any US Facilities Grantor or that such Grantor otherwise has
the right to license, or granting any right to any US Facilities Grantor under
any copyright now or hereafter owned by any third party, and all rights of such
Grantor under any such agreement.

            "Copyrights" means all of the following now owned or hereafter
acquired by any US Facilities Grantor: (a) all copyright rights in any work
subject to the copyright laws of the United States or any other country, whether
as author, assignee, transferee or otherwise, and (b) all registrations and
applications for registration of any such copyright in the United States or any
other country, including registrations, recordings, supplemental registrations
and pending applications for registration in the United States Copyright Office.

            "Credit Agreements" means the US Revolving Facility Agreement, the
US Term Facility Agreement, the European Facilities Agreement and the ABL
Facilities Agreement.

            "Credit Document" means each agreement, instrument or document that
is a "Credit Document" under and as defined in any one or more of the Credit
Agreements.

            "Credit Parties" means the Company and each other Borrower, Grantor
and Guarantor.

            "Deposit Account Institution" means each financial institution at
which a Deposit Account in the Lockbox System is maintained.

            "Equity Interests" means shares of capital stock, partnership
interests, membership interests in limited liability companies, beneficial
interests in trusts or other equity ownership interests in any Persons, and any
warrants, options or other rights entitling the holders thereof to purchase or
acquire any such equity interests.

            "European Facilities Agreement" means the $650,000,000 Term Loan and
Revolving Credit Agreement dated as of March 31, 2003, among the JV, the other
borrowers thereunder, certain lenders, JPMCB, as administrative agent, and
Deutsche Bank AG, as syndication agent, as amended by the First Amendment
thereto dated as of February 19, 2004, and as further amended from time to time.

            "European Facilities Collateral" means all the assets and rights
(other than the Luxembourg Finance Pledged Collateral) subject to Liens created
under the European Facilities Security Documents to secure the European
Facilities Obligations or any of them; provided, however, that, notwithstanding
anything to the contrary in any of the European Facilities Security Documents,
the European Facilities Collateral shall not include any Consent Assets.

            "European Facilities Grantors" means the Company, the JV, each
Subsidiary that is listed under the heading "European Facilities Grantor" on the
signature pages hereto or that becomes a European Facilities Grantor pursuant to
Section 13.14.

            "European Facilities Guarantors" means the Company, the JV and the
European Subsidiary Guarantors.

            "European Facilities Junior Liens" means all Liens on the ABL
Facilities Collateral and the US Facilities Collateral securing any European
Facilities Obligations.

<PAGE>
                                                                               7

            "European Facilities Obligations" means the "Obligations" under and
as defined in the European Facilities Agreement (other than any Collateral Agent
Obligations).

            "European Facilities Revolving Lenders" means the "Revolving
Lenders" under and as defined in the European Facilities Agreement.

            "European Facilities Revolving Obligations" means all obligations of
the US Guarantors under Guarantees of the "Revolving Obligations" under and as
defined in the European Facilities Agreement, including the Guarantees granted
under Article II.

            "European Facilities Secured Parties" means the "Secured Parties"
under and as defined in the European Facilities Agreement.

            "European Facilities Security Documents" means the "Security
Documents" (other than the Luxembourg Finance Pledge Agreement), as defined in
the European Facilities Agreement (other than the Luxembourg Finance Pledge
Agreement).

            "European Facilities Term Lenders" means the "Term Lenders" under
and as defined in the European Facilities Agreement.

            "European Revolving Facilities Secured Parties" means the European
Facilities Secured Parties, other than any European Facilities Term Lender that
is not also a European Facilities Revolving Lender.

            "European Subsidiary Guarantors" means each Subsidiary that is
listed under the heading "European Facilities Guarantor" on the signature pages
hereto or that becomes a European Facilities Guarantor pursuant to Section
13.14.

            "Excluded Equity Interests" means (a) Equity Interests in any
Subsidiary with consolidated assets not greater than $10,000,000 as of December
31, 2002, or if such Equity Interests are acquired by the Company or a
Subsidiary after the Original Signing Date, as of the end of the most recent
fiscal quarter for which financial statements have been delivered pursuant to
Section 5.01(a) or (b) of either of the US Facilities Agreements, (b) Equity
Interests in any Consent Subsidiary, (c) Equity Interests in Goodyear Canada
Inc. and Goodyear S.A. and (d) Equity Interests in any Foreign Subsidiary with
respect to which a Financial Officer has delivered a certificate in accordance
with clause (B) of the proviso in Section 5.08(b) of either of the US Facilities
Agreements.

            "Excluded Operating Account" means payroll and other operating
accounts of the Company or any other ABL Facilities Grantor that are not used to
receive (a) payments from any Account Debtor in respect of Accounts or (b)
payments in respect of Inventory, and containing only such amounts as are
required in the Company's or such other ABL Facilities Grantor's good faith
judgment for near-term operational purposes.

            "FAA" means the Federal Aviation Administration or the United States
Department of Transportation or both, as the context may require, or any
successors thereto.

            "Federal Securities Laws" has the meaning assigned to such term in
Section 6.05.

<PAGE>
                                                                               8

            "Foreign Subsidiary" means any Subsidiary organized under the laws
of a jurisdiction other than the United States or any of its territories or
possessions or any political subdivision thereof.

            "General Intangibles" means, as to any ABL Facilities Grantor or US
Facilities Grantor, all choses in action and causes of action and all other
intangible personal property of every kind and nature (other than Accounts) now
owned or hereafter acquired by such Grantor, including to the extent relevant
corporate or other business records, indemnification claims, contract rights
(including rights under leases, whether entered into as lessor or lessee, Swap
Agreements and other agreements), Intellectual Property, goodwill,
registrations, franchises, tax refund claims and, in the case of any ABL
Facilities Grantor only, any letter of credit, guarantee, claim, security
interest or other security held by or granted to such Grantor to secure payment
by an Account Debtor of any Accounts.

            "Goodyear Venezuela Transaction" means the sale of up to 14% of the
Equity Interests of C.A. Goodyear de Venezuela held by the Company to Goodyear
do Brasil Productos de Borraca Ltda. in a transaction permitted by the Credit
Agreements.

            "Grantors" means the ABL Facilities Grantors, the European
Facilities Grantors and the US Facilities Grantors.

            "Guaranteed Obligations" means (a) with respect to the Company, the
European Facilities Obligations and the US Miscellaneous Obligations and, with
respect to each of the foregoing, the Applicable Collateral Agent Obligations,
(b) with respect to each US Subsidiary Guarantor, the US Revolving Facility
Obligations, the US Term Facility Obligations, the ABL Facilities Obligations,
the European Facilities Obligations, the US Miscellaneous Obligations and, with
respect to each of the foregoing, the Applicable Collateral Agent Obligations,
(c) with respect to the JV, the European Facilities Obligations and the
Applicable Collateral Agent Obligations and (d) with respect to each European
Subsidiary Guarantor, the European Facilities Obligations and the Applicable
Collateral Agent Obligations.

            "Guarantors" means the US Guarantors and the European Facilities
Guarantors.

            "Indemnified Party" has the meaning assigned to such term in Section
10.04.

            "Indenture Basket" means 15% of the Shareholders' Equity of the
Company (as defined in the Indentures), as at the last day of the most recently
ended fiscal quarter of the Company as of the date hereof, as reported on the
applicable consolidated balance sheet of the Company.

            "Indenture Properties" means the "Restricted Property" (as defined
in the Indentures) of the Company and each "Restricted Subsidiary" (as defined
in the Indentures).

            "Indentures" means (a) the Indenture dated as of March 15, 1996,
between the Company and Chemical Bank, as trustee, (b) the Indenture dated as of
March 1, 1999, between the Company and The Chase Manhattan Bank, as trustee, and
(c) the Indenture dated as of June 1, 2002, between the Company and JPMCB, as
trustee.

            "Intellectual Property" means, as to any US Grantor, all
intellectual and similar property of every kind and nature now owned or
hereafter acquired by such Grantor, including inventions, designs, Patents,
Copyrights, Licenses, Trademarks, trade secrets, confidential or

<PAGE>
                                                                               9

proprietary technical and business information, know-how, show-how or other data
or information, software and databases and all embodiments or fixations thereof
and related documentation, registrations and franchises, and all additions,
improvements and accessions to, and books and records describing or used in
connection with, any of the foregoing.

            "Intercompany Indebtedness" means any Indebtedness of the Company or
any Subsidiary to the Company or any other Subsidiary.

            "Intercompany Obligor" means, with respect to any Intercompany
Indebtedness, the obligor in respect of such Intercompany Indebtedness.

            "Junior Liens" means the ABL Facilities Junior Liens, the Luxembourg
Finance Junior Liens, the US Facilities Junior Liens, the European Facilities
Junior Liens and the ABL Tranche B Junior Liens.

            "JV" means Goodyear Dunlop Tires Europe B.V., a Subsidiary organized
in the Netherlands and a joint venture of the Company and Sumitomo Rubber
Industries.

            "Lenders" means, collectively, the "Lenders" under and as defined in
each of the Credit Agreements.

            "License" means any Patent License, Trademark License, Copyright
License or other license or sublicense agreement to which any US Facilities
Grantor is a party.

            "Lien Subordination and Intercreditor Agreement" means the Lien
Subordination and Intercreditor Agreement to be entered into among JPMorgan
Chase Bank, as Collateral Agent under the Security Documents, the collateral
agent or collateral agents for holders of Senior Subordinated-Lien Indebtedness
and the subsidiaries of the Company named therein, as amended from time to time.

            "Local Collection Account" means a deposit account of a Grantor not
subject to the control of the Collateral Agent pursuant to the Lockbox System;
provided that (a) such account shall not receive any payments in respect of
Accounts or Inventory other than that generated or sold by Goodyear's retail or
Wingfoot divisions and (b) the applicable Grantor shall have irrevocably
instructed the Deposit Account Institution at which such deposit account is
maintained to remit all funds on deposit in such deposit account to a Deposit
Account in the Lockbox System periodically, and in no event less frequently than
weekly, such instructions to be given (i) in the case of a Local Collection
Account in existence on the Effective Date, no later than 45 days after the
Effective Date and (ii) in the case of a Local Collection Account opened after
the Effective Date, as promptly as practicable (and in no event later than 10
Business Days) after the opening of such Local Collection Account.

            "Lockbox Agreement" means a Lockbox Agreement in a form approved by
the Collateral Agent, among a Grantor, the Collateral Agent and a Deposit
Account Institution.

            "Lockbox System" has the meaning assigned to such term in Section
4.07.

            "Luxembourg Finance" means Goodyear Finance Holding S.A.

<PAGE>
                                                                              10

            "Luxembourg Finance Junior Liens" means all Liens on the Luxembourg
Finance Pledged Collateral securing the US Facilities Obligations or the ABL
Facilities Obligations.

            "Luxembourg Finance Pledge Agreement" means the pledge over shares
of Goodyear Finance Holdings S.A. between the Company, Goodyear International
Corporation and the Collateral Agent dated April 1, 2003, as amended from time
to time.

            "Luxembourg Finance Pledged Collateral" means all the Company's
right, title and interest in, to and under (a) the Equity Interests in
Luxembourg Finance owned by it on the date hereof or obtained by it in the
future, (b) subject to the provisions of the Luxembourg Finance Pledge
Agreement, all payments of dividends, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of, in
exchange for or upon the conversion of, and all other Proceeds received in
respect of, such Equity Interests; (c) subject to the provisions of the
Luxembourg Finance Pledge Agreement, all rights and privileges of the Company
with respect to the securities and other property referred to in clauses (a) and
(b) above; and (d) all Proceeds of any of the foregoing.

            "Majority Lenders" means, as to any Credit Agreement, the "Majority
Lenders" under and as defined in such Credit Agreement.

            "Material Intellectual Property" means "Material Intellectual
Property" under and as defined in each of the US Facilities Agreements.

            "Mortgaged Properties" means the properties subject to the US
Facilities Mortgages.

            "New York UCC" means the Uniform Commercial Code as from time to
time in effect in the State of New York.

            "Obligations" means (a) the US Revolving Facility Obligations, (b)
the US Term Facility Obligations, (c) the ABL Facilities Obligations, (d) the
European Facilities Obligations, (e) the US Miscellaneous Obligations, (f) the
Swiss Franc Obligations and (g) the Collateral Agent Obligations.

            "Original Signing Date" means March 31, 2003.

            "Other Security Documents" means the European Facilities Security
Documents, the Luxembourg Finance Pledge Agreement, the Canadian Security
Agreements, the US Facilities Foreign Pledge Agreements and the US Facilities
Mortgages.

            "Patent License" means any written agreement, now or hereafter in
effect, granting to any third party any right to make, use or sell any invention
on which a patent, now or hereafter owned by any US Facilities Grantor or that
any US Facilities Grantor otherwise has the right to license, is in existence,
or granting to any US Facilities Grantor any right to make, use or sell any
invention on which a patent, now or hereafter owned by any third party, is in
existence, and all rights of any such Grantor under any such agreement.

            "Patents" means all of the following now owned or hereafter acquired
by any US Facilities Grantor: (a) all letters patent of the United States or the
equivalent thereof in any other country, all registrations and recordings
thereof, and all applications for letters patent of the

<PAGE>
                                                                              11

United States or the equivalent thereof in any other country, including
registrations, recordings and pending applications in the United States Patent
and Trademark Office or any similar offices in any other country, including
those listed on Schedule II to the Perfection Certificate, as updated from time
to time pursuant to Section 4.04(c), and (b) all reissues, continuations,
divisions, continuations-in-part, renewals or extensions thereof, and the
inventions disclosed or claimed therein, including the right to make, use and/or
sell the inventions disclosed or claimed therein.

            "Perfection Certificate" means a certificate substantially in the
form of Exhibit I.

            "Pledged Collateral" means the US Facilities Pledged Collateral, the
Luxembourg Finance Pledged Collateral and any Equity Interests or Indebtedness
pledged under the European Facilities Security Documents (and all stock
certificates, promissory notes or other securities evidencing any of such Equity
Interests or Indebtedness).

            "RBC Deposit Account" means the Deposit Account maintained with The
Royal Bank of Canada, with respect to which a Lockbox Agreement shall have been
executed by the applicable ABL Facilities Grantor and The Royal Bank of Canada.

            "Secured Parties" means, collectively, (a) the US Revolving Facility
Secured Parties, (b) the US Term Facility Secured Parties, (c) the ABL
Facilities Secured Parties, (d) the European Facilities Secured Parties, (e) the
US Miscellaneous Secured Parties, (f) the Swiss Franc Secured Parties, (g) the
Collateral Agent and (h) the successors and assigns of each of the foregoing.

            "Security Documents" means this Agreement and the Other Security
Documents.

            "Swap Agreement" means any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates or prices for one or
more currencies, commodities, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or any combination of these
transactions.

            "Swiss Franc Bond Agreement" means the Bond Agreement dated as of
March 17, 1986, between the Company and Union Bank of Switzerland, Credit
Suisse, Morgan Stanley S.A. and Swiss Bank Corporation, as in effect on the date
hereof.

            "Swiss Franc Secured Parties" means the holders from time to time of
the Swiss Franc Obligations.

            "Swiss Franc Obligations" means the "Bonds", as defined in the Swiss
Franc Bond Agreement.

            "Trademark License" means any written agreement, now or hereafter in
effect, granting to any third party any right to use any trademark now or
hereafter owned by any US Facilities Grantor or that any such Grantor otherwise
has the right to license, or granting to any US Facilities Grantor any right to
use any trademark now or hereafter owned by any third party, and all rights of
any such Grantor under any such agreement.

<PAGE>
                                                                              12

            "Trademarks" means all of the following now owned or hereafter
acquired by any US Facilities Grantor: (a) all trademarks, service marks, trade
names, corporate names, company names, business names, fictitious business
names, trade styles, trade dress, logos, other source or business identifiers,
designs and general intangibles of like nature, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all
registration and recording applications filed in connection therewith, including
registrations and registration applications in the United States Patent and
Trademark Office or any similar offices in any State of the United States or any
other country or any political subdivision thereof, and all extensions or
renewals thereof, including those listed on Schedule II to the Perfection
Certificate, as updated from time to time pursuant to Section 4.04(c), (b) all
goodwill associated therewith or symbolized thereby and (c) all other assets,
rights and interests that uniquely reflect or embody such goodwill.

            "US Facilities Agreements" means the US Revolving Facility Agreement
and the US Term Facility Agreement.

            "US Facilities Article 9 Collateral" means any and all of the
following assets and properties now owned or at any time hereafter acquired by
any US Facilities Grantor or in which such US Facilities Grantor now has or at
any time in the future may acquire any right, title or interest: (a) all
Documents; (b) all Equipment (other than fixtures to real property not
constituting Mortgaged Properties); (c) all General Intangibles; (d) all
Instruments; (e) all Investment Property (other than (i) US Facilities Pledged
Equity Interests, (ii) Equity Interests in Luxembourg Finance, (iii) the Equity
Interests described in clauses (b), (c) and (d) of the definition of Excluded
Equity Interests and (iv) Proceeds in respect of Equity Interests described in
clauses (i), (ii) and (iii)); (f) all Letter-of-Credit rights; (g) all books and
records pertaining to any of the foregoing; (h) all Aircraft Collateral; (i) all
cash deposited to collateralize Letter of Credit reimbursement obligations
pursuant to the US Revolving Facility Agreement and (j) to the extent not
otherwise included, all Proceeds and products of any and all of the foregoing
and all collateral security and guarantees given by any Person with respect to
any of the foregoing; provided, however, that, notwithstanding any of the
foregoing provisions of this definition, the US Facilities Article 9 Collateral
shall not include (i) any ABL Facilities Collateral or (ii) Consent Assets.

            "US Facilities Collateral" means the US Facilities Pledged
Collateral, the US Facilities Article 9 Collateral, the US Facilities Mortgaged
Collateral and the Canadian Intellectual Property Collateral.

            "US Facilities Foreign Pledge Agreements" means the "Foreign Pledge
Agreements", as defined in the US Facilities Agreements.

            "US Facilities Grantors" means the Company and each Subsidiary that
is listed under the heading "US Facilities Grantor" on the signature pages
hereto or that becomes a US Facilities Grantor pursuant to Section 13.14.

            "US Facilities Junior Liens" means all Liens on US Facilities
Collateral securing the ABL Facilities Obligations or any European Facilities
Obligations.

            "US Facilities Mortgaged Collateral" means all the assets and rights
subject to Liens created under the US Facilities Mortgages.

            "US Facilities Mortgages" means the "Mortgages" under and as defined
in the US Facilities Agreements.

<PAGE>
                                                                              13

            "US Facilities Obligations" means the US Revolving Facility
Obligations and the US Term Facility Obligations.

            "US Facilities Pledged Collateral" means (a) the US Facilities
Pledged Equity Interests, (b) the US Facilities Pledged Debt Securities, (c)
subject to Section 3.02, all payments of principal or interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of, in exchange for or upon the conversion of,
and all other Proceeds received in respect of, the securities referred to in the
preceding clauses (a) and (b); (d) subject to Section 3.02, all rights and
privileges of such US Facilities Grantor with respect to the securities and
other property referred to in clauses (a), (b) and (c) above; and (e) all
Proceeds of any of the foregoing.

            "US Facilities Pledged Debt Securities" means all debt securities
(as defined in Article 8 of the New York UCC) owned by any US Facilities Grantor
on the date hereof or obtained by it in the future, and any promissory notes or
other instruments evidencing any such debt securities.

            "US Facilities Pledged Equity Interests" means all Equity Interests
in Subsidiaries (other than Luxembourg Finance and Excluded Equity Interests)
owned by any US Facilities Grantor on the date hereof or obtained or owned by it
in the future, and the certificates representing all the foregoing Equity
Interests, including the Equity Interests listed on Schedule 3A to the
Perfection Certificate, as updated from time to time pursuant to Section
4.04(c); provided that the US Facilities Pledged Equity Interests shall not
include more than 65% of the issued and outstanding Equity Interests of any
Foreign Subsidiary.

            "US Facilities Secured Parties" means the US Revolving Facility
Secured Parties and the US Term Facility Secured Parties.

            "US Facilities Security Documents" means the "Security Documents",
as defined in the US Facilities Agreements.

            "US Grantors" means the ABL Facilities Grantors and the US
Facilities Grantors.

            "US Guarantors" means the Company and the US Subsidiary Guarantors.

            "US Miscellaneous Obligations" means (a) the due and punctual
payment and performance of all obligations of the Company or any Domestic
Subsidiary under each Swap Agreement that (i) shall have been in effect on the
Effective Date under and as defined in any of the US Facilities Agreements with
a counterparty that shall have been a Lender or an Affiliate of a Lender under
such US Facilities Agreement as of such Effective Date or (ii) shall have been
entered into after such Effective Date with any counterparty that shall have
been a Lender or an Affiliate of a Lender under such US Facilities Agreement at
the time such Swap Agreement was entered into and (b) the due and punctual
payment and performance of all obligations of the Company or any Domestic
Subsidiary arising out of or in connection with cash management or similar
services provided by any Lender.

            "US Miscellaneous Secured Parties" means the Lenders and other
Persons to whom US Miscellaneous Obligations are owed.

<PAGE>
                                                                              14

            "US Revolving Facility Agreement" means the $750,000,000 Amended and
Restated Revolving Credit Agreement dated as of March 31, 2003, among the
Company, certain lenders and JPMCB, as administrative agent, as amended by the
First Amendment thereto dated as of February 19, 2004, and as further amended
from time to time.

            "US Revolving Facility Obligations" means the "Obligations" under
and as defined in the US Revolving Facility Agreement (other than any Collateral
Agent Obligations).

            "US Revolving Facility Secured Parties" means the "Secured Parties"
under and as defined in the US Revolving Facility Agreement.

            "US Subsidiary Guarantors" means each Subsidiary that is listed
under the heading "US Guarantor" on the signature pages hereto or that becomes a
US Guarantor pursuant to Section 13.14.

            "US Term Facility Agreement" means the $645,454,545 Term Loan
Agreement dated as of March 31, 2003, among the Company, certain lenders, JPMCB,
as administrative agent, and BNP Paribas, as syndication agent, as amended by
the First Amendment thereto dated as of February 19, 2004, and as further
amended from time to time.

            "US Term Facility Obligations" means the "Obligations" under and as
defined in the US Term Facility Agreement (other than any Collateral Agent
Obligations).

            "US Term Facility Secured Parties" means the "Secured Parties" under
and as defined in the US Term Facility Agreement.

                                   ARTICLE II

                                   Guarantees

            SECTION 2.01. Guarantees. Each Guarantor irrevocably and
unconditionally guarantees, as a primary obligor and not merely as a surety, the
due and punctual payment and performance of the Guaranteed Obligations of such
Guarantor, jointly with the other Applicable Guarantors and severally. Each of
the Guarantors further agrees that its Guaranteed Obligations may be extended or
renewed, in whole or in part, without notice to or further assent from it, and
that it will remain bound upon its guarantee notwithstanding any extension or
renewal of any such Guaranteed Obligation. Each of the Guarantors waives
presentment to, demand of payment from and protest to any Borrower or other
Credit Party of any of its Guaranteed Obligations, and also waives notice of
acceptance of its guarantee, notice of protest for nonpayment and all similar
formalities.

            SECTION 2.02. Guarantee of Payment. Each of the Guarantors further
agrees that its guarantee hereunder constitutes a guarantee of payment when due
and not of collection, and waives any right to require that any resort be had by
the Collateral Agent or any other Secured Party to any security held for the
payment of its Guaranteed Obligations or to any balance of any deposit account
or credit on the books of the Collateral Agent or any other Secured Party in
favor of any Borrower or any other Person.

            SECTION 2.03. No Limitations. (a) Except for termination of a
Guarantor's obligations hereunder as expressly provided in Section 13.13, the
obligations of each Guarantor

<PAGE>
                                                                              15

hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense or set-off,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Guaranteed Obligations of such Guarantor
or otherwise. Without limiting the generality of the foregoing, the obligations
of each Guarantor hereunder shall not be discharged or impaired or otherwise
affected by (i) the failure of the Collateral Agent or any other Secured Party
to assert any claim or demand or to enforce any right or remedy under the
provisions of any Credit Document or otherwise; (ii) any rescission, waiver,
amendment or modification of, or any release from any of the terms or provisions
of, any Credit Document or any other agreement, including with respect to any
other Guarantor under this Agreement; (iii) the release of any security held by
the Collateral Agent or any other Secured Party for the Guaranteed Obligations
of such Guarantor or any of them; (iv) any default, failure or delay, wilful or
otherwise, in the performance of the Guaranteed Obligations of such Guarantor;
or (v) any other act or omission that may or might in any manner or to any
extent vary the risk of such Guarantor or otherwise operate as a discharge of
such Guarantor as a matter of law or equity (other than the indefeasible payment
in full in cash of all the Guaranteed Obligations of such Guarantor). Each
Guarantor expressly authorizes the Secured Parties to take and hold security for
the payment and performance of the Guaranteed Obligations of such Guarantor, to
exchange, waive or release any or all such security (with or without
consideration), to enforce or apply such security and direct the order and
manner of any sale thereof in their sole discretion or to release or substitute
any one or more other guarantors or obligors upon or in respect of the
Guaranteed Obligations of such Guarantor, all without affecting the obligations
of such Guarantor hereunder.

            (b) To the fullest extent permitted by applicable law, each
Guarantor waives any defense based on or arising out of any defense of any
Borrower or any other Credit Party or the unenforceability of the Guaranteed
Obligations of such Guarantor or any part thereof from any cause, or the
cessation from any cause of the liability of any Borrower or any other Credit
Party, other than the indefeasible payment in full in cash of all the Guaranteed
Obligations of such Guarantor. The Collateral Agent and the other Secured
Parties may, at their election, foreclose on any security held by one or more of
them by one or more judicial or nonjudicial sales, accept an assignment of any
such security in lieu of foreclosure, compromise or adjust any part of the
Obligations, make any other accommodation with any Borrower or any other Credit
Party or exercise any other right or remedy available to them against any
Borrower or any other Credit Party, in each case without affecting or impairing
in any way the liability of any Guarantor hereunder except to the extent the
Guaranteed Obligations of such Guarantor have been fully and indefeasibly paid
in full in cash. To the fullest extent permitted by applicable law, each
Guarantor waives any defense arising out of any such election even though such
election operates, pursuant to applicable law, to impair or to extinguish any
right of reimbursement or subrogation or other right or remedy of such Guarantor
against any Borrower or any other Credit Party, as the case may be, or any
security.

            (c) Notwithstanding any provisions to the contrary contained in this
Agreement, in respect of the obligations and liabilities of the Guarantors
incorporated under the laws of France (the "French Guarantors") under this
Article II, it is understood that: (i) the obligations and liabilities of French
Guarantors in respect of the Guaranteed Obligations shall be limited in
accordance with their respective financial resources in the following manner:
(A) the obligations and liabilities of Dunlop France in respect of the
Guaranteed Obligations shall be limited to an aggregate amount not exceeding
$150,000,000, (B) the obligations and liabilities of Goodyear France S.A. in
respect of the Guaranteed Obligations shall be limited to an aggregate amount
not exceeding $50,000,000 and (C) the obligations and liabilities of any other
Person becoming a French Guarantor in respect of the Guaranteed Obligations
shall be limited to an aggregate

<PAGE>
                                                                              16

amount not exceeding the amount indicated as such maximum amount in the
agreement pursuant to which such Person shall become a French Guarantor.

            (d) In the case of a Guarantor established in Germany as a limited
liability company (Gesellschaft mit beschrankter Haftung) (a "German GmbH
Guarantor"), or as a limited partnership (Kommanditgesellschaft) with a limited
liability company (Gesellschaft mit beschrankter Haftung) as sole general
partner (the "German GmbH & Co. KG Guarantor", together with any "German GmbH
Guarantor" hereinafter referred to as "German Guarantor"), the enforcement
against such German Guarantor of any and all claims arising under this Article
II shall, if and to the extent that under this Article II the relevant German
Guarantor guarantees obligations of any of the German Guarantor's affiliated
companies (verbundenes Unternehmen) within the meaning of Section 15 of the
German Stock Corporation Act (Aktiengesetz) (other than any of the German
Guarantor's Subsidiaries), at all times be limited to an amount equal to the
German GmbH Guarantor's, or in the case of a GmbH & Co. KG Guarantor its general
partner's, assets (the calculation of which shall include all items set forth in
Section 266(2) A, B and C of the German Commercial Code (Handelsgesetzbuch))
less the sum of (A) the German GmbH Guarantor's, or in the case of a GmbH & Co.
KG Guarantor its general partner's, liabilities (the calculation of which shall
include all items set forth in Section 266(3) B, C and D of the German
Commercial Code), and (B) the registered share capital (Stammkapital) of the
German GmbH Guarantor, or in the case of a German GmbH & Co. KG Guarantor of its
general partner (the "Net Assets"). For the purposes of the calculation of the
Net Assets loans and other contractual liabilities incurred in negligent or
wilful violation of the provisions of the Credit Documents shall be disregarded.
In addition, in case of an enforcement of the guarantee granted under this
Article II, the German GmbH Guarantor, or in the case of a German GmbH & Co. KG
Guarantor its general partner and the German GmbH & Co. KG Guarantor, shall
realize, to the extent legally permitted and, in respect of the German GmbH
Guarantor's, or in the case of a German GmbH & Co. KG Guarantor its general
partner's and the German GmbH & Co. KG Guarantor's, business, commercially
justifiable, in a situation where the German GmbH Guarantor, or in the case of a
German GmbH & Co. KG Guarantor its general partner and the German GmbH & Co. KG
Guarantor, does not have sufficient Net Assets to maintain its registered share
capital, any and all of its assets that are shown in the balance sheet with a
book value (Buchwert) that is significantly lower than the market value of the
assets if such asset is not necessary for the German GmbH Guarantor's, or in the
case of a German GmbH & Co. KG Guarantor its general partner's and the German
GmbH & Co. KG Guarantor's, business (betriebsnotwendig).

            SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its
guarantee hereunder shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of any Guaranteed
Obligation of such Guarantor is rescinded or must otherwise be restored by the
Collateral Agent or any other Secured Party upon the bankruptcy or
reorganization of any Borrower, any other Credit Party or otherwise.

            SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the
foregoing and not in limitation of any other right that the Collateral Agent or
any other Secured Party has at law or in equity against any Guarantor by virtue
hereof, upon the failure of any Borrower or any other Credit Party to pay any
Guaranteed Obligation of any Guarantor when and as the same shall become due,
whether at maturity, by acceleration, after notice of prepayment or otherwise,
such Guarantor hereby promises to and will forthwith pay, or cause to be paid,
to the Collateral Agent for distribution to the applicable Secured Parties in
cash the amount of such unpaid Guaranteed Obligation. Upon payment by any
Guarantor of any sums to the Collateral Agent as provided above, all rights of
such Guarantor against any Borrower or any other Credit Party arising as a
result thereof by way of right of subrogation, contribution, reimbursement,

<PAGE>
                                                                              17

indemnity or otherwise shall in all respects be subordinate to the Obligations
of such Borrower or Credit Party on the terms set forth in Article XII.

            SECTION 2.06. Information. Each Guarantor assumes all responsibility
for being and keeping itself informed of each relevant Borrower's and each other
relevant Credit Party's financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
of such Guarantor and the nature, scope and extent of the risks that such
Guarantor assumes and incurs hereunder, and agrees that none of the Collateral
Agent or the other Secured Parties will have any duty to advise such Guarantor
of information known to it or any of them regarding such circumstances or risks.

                                  ARTICLE III

                              Pledge of Securities

            SECTION 3.01.Pledge. (a) As security for the payment or performance,
as the case may be, in full of the US Revolving Facility Obligations, the US
Term Facility Obligations, the US Miscellaneous Obligations and the Applicable
Collateral Agent Obligations, each US Facilities Grantor hereby grants to the
Collateral Agent, its successors and assigns a security interest in all such US
Facilities Grantor's right, title and interest in, to and under the US
Facilities Pledged Collateral, to have and to hold all such US Facilities
Pledged Collateral, together with all right, title, interest, powers, privileges
and preferences pertaining or incidental thereto, for the benefit of the US
Facilities Secured Parties, the US Miscellaneous Secured Parties and the
Collateral Agent; subject, however, to the terms, covenants and conditions
hereinafter set forth.

            (b) As security for the payment or performance, as the case may be,
in full of the ABL Facilities Revolving Obligations the ABL Facilities Tranche A
Term Obligations and the Applicable Collateral Agent Obligations, each US
Facilities Grantor hereby grants to the Collateral Agent, its successors and
assigns a security interest in all such US Facilities Grantor's right, title and
interest in, to and under the US Facilities Pledged Collateral, to have and to
hold all such US Facilities Pledged Collateral, together with all right, title,
interest, powers, privileges and preferences pertaining or incidental thereto,
for the benefit of the ABL Facilities Secured Parties and the Collateral Agent;
subject, however, to the terms, covenants and conditions hereinafter set forth.
The ABL Facilities Secured Parties agree that the foregoing assignment, pledge
and grant shall be on a junior, second priority basis and shall be subordinated
as described in, and subject to, Article XI.

            (c) As security for the payment or performance, as the case may be,
in full of the ABL Facilities Tranche B Term Obligations and the Applicable
Collateral Agent Obligations, each US Facilities Grantor hereby grants to the
Collateral Agent, its successors and assigns a security interest in all such US
Facilities Grantor's right, title and interest in, to and under the US
Facilities Pledged Collateral, to have and to hold all such US Facilities
Pledged Collateral, together with all right, title, interest, powers, privileges
and preferences pertaining or incidental thereto, for the benefit of the ABL
Facilities Secured Parties; subject, however, to the terms, covenants and
conditions hereinafter set forth. The ABL Facilities Secured Parties agree that
the foregoing assignment, pledge and grant shall be on a junior, third priority
basis and shall be subordinated as described in, and subject to, Article XI.

<PAGE>
                                                                              18

            (d) As security for the payment or performance, as the case may be,
in full of the European Facilities Revolving Obligations and the Applicable
Collateral Agent Obligations, each US Facilities Grantor hereby grants to the
Collateral Agent, its successors and assigns, effective upon the initial
incurrence, issuance or sale by the Company of Senior Subordinated-Lien
Indebtedness, a security interest in all such US Facilities Grantor's right,
title and interest in, to and under the US Facilities Pledged Collateral, to
have and to hold all such US Facilities Pledged Collateral, together with all
right, title, interest, powers, privileges and preferences pertaining or
incidental thereto, for the benefit of the European Revolving Facility Secured
Parties; subject, however, to the terms, covenants and conditions hereinafter
set forth. The European Revolving Facility Secured Parties agree that the
foregoing assignment, pledge and grant shall be on a junior, fourth priority
basis and shall be subordinated as described in, and subject to, Article XI.

            SECTION 3.02. Voting Rights; Dividends and Interest. (a) Unless and
until an Event of Default (as defined in any Credit Agreement (other than the
European Facilities Agreement prior to the initial incurrence, issuance or sale
by the Company of Senior Subordinated-Lien Indebtedness)) shall have occurred
and be continuing and the Collateral Agent shall have notified the US Facilities
Grantors that their rights under this Section 3.02 are being suspended:

            (i)   Each US Facilities Grantor shall be entitled to exercise any
      and all voting and/or other rights and powers inuring to an owner of US
      Facilities Pledged Collateral or any part thereof for any purpose
      consistent with the terms of this Agreement and the Credit Agreements,
      including the right to sell or otherwise transfer such US Facilities
      Pledged Collateral in accordance with the terms of the Credit Agreements.

            (ii) The Collateral Agent shall execute and deliver to each US
      Facilities Grantor, or cause to be executed and delivered to such US
      Facilities Grantor, all such proxies, powers of attorney, certificates and
      other instruments as such US Facilities Grantor may reasonably request for
      the purpose of enabling such US Facilities Grantor to exercise the voting
      and/or rights and powers it is entitled to exercise pursuant to
      subparagraph (i) above.

            (iii) Each US Facilities Grantor shall be entitled to receive and
      retain any and all dividends, interest, principal and other distributions
      paid on or distributed in respect of the US Facilities Pledged Collateral
      to the extent and only to the extent that such dividends, interest,
      principal and other distributions are permitted by, and otherwise paid or
      distributed in accordance with, the terms and conditions of the Credit
      Agreements, the other Credit Documents and applicable laws; provided that
      any noncash dividends, interest, principal or other distributions that
      would constitute US Facilities Pledged Equity Interests or US Facilities
      Pledged Debt Securities, whether resulting from a subdivision, combination
      or reclassification of the outstanding Equity Interests of the issuer of
      any US Facilities Pledged Collateral or received in exchange for US
      Facilities Pledged Collateral or any part thereof, or in redemption
      thereof, or as a result of any merger, consolidation, acquisition or other
      exchange of assets to which such issuer may be a party or otherwise, shall
      be and become part of the US Facilities Pledged Collateral.

            (b) Upon the occurrence and during the continuance of an Event of
Default (as defined in any Credit Agreement (other than the European Facilities
Agreement prior to the initial incurrence, issuance or sale by the Company of
Senior Subordinated-Lien Indebtedness)), after the Collateral Agent shall have
notified the US Facilities Grantors of the suspension of their rights under
paragraph (a)(iii) of this Section, then all rights of any US Facilities Grantor
to

<PAGE>
                                                                              19

dividends, interest, principal or other distributions that such US Facilities
Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section
shall cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall have the sole and exclusive right and authority to receive
and retain such dividends, interest, principal or other distributions. All
dividends, interest, principal or other distributions received by any US
Facilities Grantor contrary to the provisions of this Section shall be held in
trust for the benefit of the Collateral Agent, shall be segregated from other
property or funds of such US Facilities Grantor and shall be forthwith delivered
to the Collateral Agent upon demand in the form in which so received (with any
necessary endorsement). Any and all money and other property paid over to or
received by the Collateral Agent pursuant to the provisions of this paragraph
(b) shall be retained by the Collateral Agent in an account to be established by
the Collateral Agent upon receipt of such money or other property and shall be
applied in accordance with the provisions of Section 6.03. After all Events of
Default have been cured or waived and the Company has delivered to the
Collateral Agent a certificate to that effect, the Collateral Agent shall
promptly repay to each US Facilities Grantor (without interest) all dividends,
interest, principal or other distributions that such US Facilities Grantor would
otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of
this Section and that remain in such account.

            (c) Upon the occurrence and during the continuance of an Event of
Default (as defined in any Credit Agreement (other than the European Facilities
Agreement prior to the initial incurrence, issuance or sale by the Company of
Senior Subordinated-Lien Indebtedness)), after the Collateral Agent shall have
notified the US Facilities Grantors of the suspension of their rights under
paragraph (a)(i) of this Section, then all rights of any US Facilities Grantor
to exercise the voting and consensual rights and powers it is entitled to
exercise pursuant to paragraph (a)(i) of this Section, and the obligations of
the Collateral Agent under paragraph (a)(ii) of this Section, shall cease, and
all such rights shall thereupon become vested in the Collateral Agent, which
shall have the sole and exclusive right and authority to exercise such voting
and consensual rights and powers; provided that, unless otherwise directed by
the Majority Lenders under any Credit Agreement, the Collateral Agent shall have
the right from time to time following and during the continuance of an Event of
Default to permit the US Facilities Grantors to exercise such rights.

            (d) Any notice given by the Collateral Agent to the US Facilities
Grantors suspending their rights under paragraph (a) of this Section (i) may be
given by telephone if promptly confirmed in writing, (ii) may be given to one or
more of the US Facilities Grantors at the same or different times and (iii) may
suspend the rights of the US Facilities Grantors under paragraph (a)(i) or
paragraph (a)(iii) in part without suspending all such rights (as specified by
the Collateral Agent in its sole and absolute discretion) and without waiving or
otherwise affecting the Collateral Agent's rights to give additional notices
from time to time suspending other rights so long as an Event of Default has
occurred and is continuing.

                                   ARTICLE IV

                     Security Interests in Personal Property

            SECTION 4.01. Creation of Security Interests. (a) As security for
the payment or performance, as the case may be, in full of the ABL Facilities
Revolving Obligations, the ABL Facilities Tranche A Term Obligations, on an
equal and ratable basis, and the Applicable Collateral Agent Obligations, each
ABL Facilities Grantor hereby grants to the Collateral Agent, its successors and
assigns, for the benefit of the ABL Facilities Secured Parties

<PAGE>
                                                                              20

holding such Obligations and the Collateral Agent, a security interest in all
right, title or interest in or to any and all the ABL Facilities Collateral now
owned or at any time hereafter acquired by such ABL Facilities Grantor or in
which such US Facilities Grantor now has or at any time in the future may
acquire any right, title or interest.

            (b) As security for the payment or performance, as the case may be,
in full of the ABL Facilities Tranche B Term Obligations and the Applicable
Collateral Agent Obligations, each ABL Facilities Grantor hereby grants to the
Collateral Agent, its successors and assigns, for the benefit of the ABL
Facilities Secured Parties holding such Obligations and the Collateral Agent, a
security interest in all right, title or interest in or to any and all the ABL
Facilities Collateral now owned or at any time hereafter acquired by such ABL
Facilities Grantor or in which such US Facilities Grantor now has or at any time
in the future may acquire any right, title or interest; the ABL Facilities
Secured Parties holding the ABL Facilities Tranche B Obligations and the
Collateral Agent agree that the foregoing assignment, pledge and grant shall be
on a junior, second priority basis and shall be subordinated as described in,
and subject to, Article XI.

            (c) As security for the payment or performance, as the case may be,
in full of the US Facilities Obligations and the US Miscellaneous Obligations,
on an equal and ratable basis, and, as to each such Class of Obligations, the
Applicable Collateral Agent Obligations, each ABL Facilities Grantor hereby
grants to the Collateral Agent, its successors and assigns, for the benefit of
the US Facilities Secured Parties, the US Miscellaneous Secured Parties and the
Collateral Agent, a security interest in, all right, title or interest in or to
any and all the ABL Facilities Collateral now owned or at any time hereafter
acquired by such ABL Facilities Grantor or in which such US Facilities Grantor
now has or at any time in the future may acquire any right, title or interest;
the US Facilities Secured Parties, the US Miscellaneous Secured Parties and the
Collateral Agent agree that the foregoing assignment, pledge and grant shall be
on a junior, third priority basis and shall be subordinated as described in, and
subject to, Article XI.

            (d) As security for the payment or performance, as the case may be,
in full of the European Facilities Revolving Obligations and the Applicable
Collateral Agent Obligations, each ABL Facilities Grantor hereby grants to the
Collateral Agent, its successors and assigns, effective upon the initial
incurrence, issuance or sale by the Company of Senior Subordinated-Lien
Indebtedness, for the benefit of the European Revolving Facility Secured Parties
and the Collateral Agent, a security interest in all right, title or interest in
or to any and all the ABL Facilities Collateral now owned or at any time
hereafter acquired by such ABL Facilities Grantor or in which such US Facilities
Grantor now has or at any time in the future may acquire any right, title or
interest; the European Revolving Facility Secured Parties agree that the
foregoing assignment, pledge and grant shall be on a junior, fourth priority
basis and shall be subordinated as described in, and subject to, Article XI.

            (e) As security for the payment or performance, as the case may be,
in full of the US Facilities Obligations and the US Miscellaneous Obligations,
on an equal and ratable basis, and, as to each such Class of Obligations, the
Applicable Collateral Agent Obligations, each US Facilities Grantor hereby
grants to the Collateral Agent, its successors and assigns, for the benefit of
the US Facilities Secured Parties, the US Miscellaneous Secured Parties and the
Collateral Agent, a security interest in all right, title or interest in or to
any and all the US Facilities Article 9 Collateral (other than, in the case of
the Company only, any such US Facilities Article 9 Collateral constituting a
"manufacturing facility", as defined in the Swiss Franc Bond Agreement) now
owned or at any time hereafter acquired by such US Facilities Grantor or in
which such US Facilities Grantor now has or at any time in the future may
acquire any right, title or interest.

<PAGE>
                                                                              21

            (f) As security for the payment or performance, as the case may be,
in full of the ABL Facilities Revolving Obligations, the ABL Facilities Tranche
A Term Obligations, on an equal and ratable basis, and the Applicable Collateral
Agent Obligations, each US Facilities Grantor hereby grants to the Collateral
Agent, its successors and assigns, for the benefit of the ABL Facilities Secured
Parties holding such Obligations and the Collateral Agent, a security interest
in, all right, title or interest in or to any and all the US Facilities Article
9 Collateral (other than, in the case of the Company only, any such US
Facilities Article 9 Collateral constituting a "manufacturing facility", as
defined in the Swiss Franc Bond Agreement) now owned or at any time hereafter
acquired by such US Facilities Grantor or in which such US Facilities Grantor
now has or at any time in the future may acquire any right, title or interest;
the ABL Facilities Secured Parties agree that the foregoing assignment, pledge
and grant shall be on a junior, second priority basis and shall be subordinated
as described in, and subject to, Article XI.

            (g) As security for the payment or performance, as the case may be,
in full of the ABL Facilities Tranche B Term Obligations, on an equal and
ratable basis, and the Applicable Collateral Agent Obligations, each US
Facilities Grantor hereby grants to the Collateral Agent, its successors and
assigns, for the benefit of the ABL Facilities Secured Parties holding such
Obligations and the Collateral Agent, a security interest in, all right, title
or interest in or to any and all the US Facilities Article 9 Collateral (other
than, in the case of the Company only, any such US Facilities Article 9
Collateral constituting a "manufacturing facility", as defined in the Swiss
Franc Bond Agreement) now owned or at any time hereafter acquired by such US
Facilities Grantor or in which such US Facilities Grantor now has or at any time
in the future may acquire any right, title or interest; the ABL Facilities
Secured Parties holding the ABL Facilities Tranche B Obligations agree that the
foregoing assignment, pledge and grant shall be on a junior, third priority
basis and shall be subordinated as described in, and subject to, Article XI.

            (h) As security for the payment or performance, as the case may be,
in full of the European Facilities Revolving Obligations and the Applicable
Collateral Agent Obligations, each US Facilities Grantor hereby grants to the
Collateral Agent, its successors and assigns, effective upon the initial
incurrence, issuance or sale by the Company of Senior Subordinated-Lien
Indebtedness, for the benefit of the European Revolving Facility Secured Parties
and the Collateral Agent, a security interest in all right, title or interest in
or to any and all the US Facilities Article 9 Collateral (other than, in the
case of the Company only, any such US Facilities Article 9 Collateral
constituting a "manufacturing facility", as defined in the Swiss Franc Bond
Agreement) now owned or at any time hereafter acquired by such US Facilities
Grantor or in which such US Facilities Grantor now has or at any time in the
future may acquire any right, title or interest; the European Revolving Facility
Secured Parties agree that the foregoing assignment, pledge and grant shall be
on a junior, fourth priority basis and shall be subordinated as described in,
and subject to, Article XI.

            (i) As security for the payment or performance, as the case may be,
in full of the US Facilities Obligations and the US Miscellaneous Obligations,
on an equal and ratable basis, and the Applicable Collateral Agent Obligations,
the Company hereby grants to the Collateral Agent, its successors and assigns,
for the benefit of the US Facilities Secured Parties, the US Miscellaneous
Secured Parties and the Collateral Agent, a security interest in all right,
title or interest in or to any and all the US Facilities Article 9 Collateral
constituting a "manufacturing facility", as defined in the Swiss Franc Bond
Agreement, now owned or at any time hereafter acquired by it or in which it now
has or at any time in the future may acquire any right, title or interest;
provided, that the aggregate amount of the US Facilities Obligations, Collateral
Agent Obligations and US Miscellaneous Obligations that are secured by (i) the
security interest granted under this paragraph, and (ii) any Liens on US
Facilities Collateral owned by the Company

<PAGE>
                                                                              22

constituting "manufacturing facilities", as defined in the Swiss Franc Bond
Agreement, that are created under the US Facilities Mortgages and are not for
the equal and ratable benefit of the Swiss Franc Obligations, shall not exceed
the amount, if any, that can be so secured without violation of the Swiss Franc
Bond Agreement.

            (j) As security for the payment or performance, as the case may be,
in full of the ABL Facilities Revolving Obligations, the ABL Facilities Tranche
A Term Obligations, on an equal and ratable basis, and the Applicable Collateral
Agent Obligations, the Company hereby grants to the Collateral Agent, its
successors and assigns, for the benefit of the ABL Facilities Secured Parties
holding such Obligations and the Collateral Agent, a security interest in all
right, title or interest in or to any and all the US Facilities Article 9
Collateral constituting a "manufacturing facility", as defined in the Swiss
Franc Bond Agreement, now owned or at any time hereafter acquired by it or in
which it now has or at any time in the future may acquire any right, title or
interest; provided, that the aggregate amount of the US Facilities Obligations,
US Miscellaneous Obligations, ABL Facilities Revolving Obligations, ABL
Facilities Tranche A Term Obligations and Collateral Agent Obligations and that
are secured by (i) the security interest granted under this paragraph, (ii) the
security interest granted under paragraph (i) above and (iii) any Liens on US
Facilities Collateral owned by the Company constituting "manufacturing
facilities", as defined in the Swiss Franc Bond Agreement, that are created
under the US Facilities Mortgages and the ABL Facilities Mortgages and are not
for the equal and ratable benefit of the Swiss Franc Obligations, shall not
exceed the amount, if any, that can be so secured without violation of the Swiss
Franc Bond Agreement. The ABL Facilities Secured Parties holding the ABL
Facilities Revolving Obligations and the ABL Facilities Tranche A Term
Obligations agree that the foregoing assignment, pledge and grant shall be on a
junior, second priority basis and shall be subordinated as described in, and
subject to, Article XI.

            (k) As security for the payment or performance, as the case may be,
in full of the ABL Facilities Tranche B Term Obligations and the Applicable
Collateral Agent Obligations, the Company hereby grants to the Collateral Agent,
its successors and assigns, for the benefit of the ABL Facilities Secured
Parties holding such Obligations and the Collateral Agent, a security interest
in all right, title or interest in or to any and all the US Facilities Article 9
Collateral constituting a "manufacturing facility", as defined in the Swiss
Franc Bond Agreement, now owned or at any time hereafter acquired by it or in
which it now has or at any time in the future may acquire any right, title or
interest; provided, that the aggregate amount of the US Facilities Obligations,
US Miscellaneous Obligations, ABL Facilities Revolving Obligations, ABL
Facilities Tranche A Term Obligations and Collateral Agent Obligations and that
are secured by (i) the security interest granted under this paragraph, (ii) the
security interest granted under paragraphs (i) and (j) above and (iii) any Liens
on US Facilities Collateral owned by the Company constituting "manufacturing
facilities", as defined in the Swiss Franc Bond Agreement, that are created
under the US Facilities Mortgages and the ABL Facilities Mortgages and are not
for the equal and ratable benefit of the Swiss Franc Obligations, shall not
exceed the amount, if any, that can be so secured without violation of the Swiss
Franc Bond Agreement. The ABL Facilities Secured Parties holding the ABL
Facilities Tranche B Term Obligations agree that the foregoing assignment,
pledge and grant shall be on a junior, third priority basis and shall be
subordinated as described in, and subject to, Article XI.

            (l) As security for the payment or performance, as the case may be,
in full of the US Facilities Obligations, the US Miscellaneous Obligations, the
ABL Facilities Obligations and the Swiss Franc Obligations, on an equal and
ratable basis (but subject, as among the US Facilities Obligations and US
Miscellaneous Obligations, the ABL Facilities Revolving Obligations, the ABL
Facilities Tranche A Term Obligations and the ABL Facilities Tranche B

<PAGE>
                                                                              23

Term Obligations, to the provisions of Article XI) and, as to each such Class of
Obligations, the Applicable Collateral Agent Obligations, the Company hereby
grants to the Collateral Agent, its successors and assigns, for the benefit of
the US Facilities Secured Parties, the US Miscellaneous Secured Parties, the ABL
Facilities Secured Parties, the Swiss Franc Secured Parties and the Collateral
Agent, a security interest in all right, title or interest in or to any and all
the US Facilities Article 9 Collateral constituting a "manufacturing facility",
as defined in the Swiss Franc Bond Agreement, now owned or at any time hereafter
acquired by the Company or in which the Company now has or at any time in the
future may acquire any right, title or interest; the foregoing assignment,
pledge and grant shall be on a junior, fourth priority basis and shall be
subordinated to the assignments, pledges and grants pursuant to paragraphs (i),
(j) and (k) above.

            (m) Notwithstanding anything in this Section or in any Other
Security Document to the contrary, the aggregate amount of the US Facilities
Obligations, ABL Facilities Obligations and Swiss Franc Obligations secured by
(i) the security interests granted under this Section, and (ii) any Liens
created under the US Facilities Mortgages and ABL Facilities Mortgages, in each
case in or on the Indenture Properties shall not exceed the Indenture Basket (it
being agreed that Obligations excluded by this paragraph from the benefits of
such security interests in and Liens on the Indenture Properties will be
determined based on the priority of the security interests and Liens securing
the applicable Obligations, with the Obligations secured by the most junior
security interests and Liens being the first excluded).

            (n) The security interests granted under this Section are granted as
security only and shall not subject the Collateral Agent or any other Secured
Party to, or in any way alter or modify, any obligation or liability of any
Grantor with respect to or arising out of the Article 9 Collateral.

            SECTION 4.02. Certain Filings. (a) Each US Grantor hereby
irrevocably authorizes the Collateral Agent at any time and from time to time to
file in any relevant jurisdiction any initial financing statements (including
fixture filings) with respect to the Article 9 Collateral of such US Grantor or
any part thereof and amendments thereto that contain the information required by
Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the
filing of any financing statement or amendment, including (i) whether such US
Grantor is an organization, the jurisdiction in which it is organized, the type
of organization and any organizational identification number issued to such
Grantor and (ii) in the case of a financing statement filed as a fixture filing,
a sufficient description of the real property to which such Article 9 Collateral
relates. Each US Grantor agrees to provide such information to the Collateral
Agent promptly upon request. Each US Grantor also ratifies its authorization for
the Collateral Agent to file in any relevant jurisdiction any initial financing
statements or amendments thereto if filed prior to the date hereof.

            (b) The Collateral Agent is further authorized to file with the
United States Patent and Trademark Office or United States Copyright Office (or
any successor office or any similar office in any other country) such documents
as may be necessary or advisable for the purpose of perfecting, confirming,
continuing, enforcing or protecting any security interest granted by any US
Grantor in any Material Intellectual Property, without the signature of such US
Grantor, and naming such US Grantor or the US Grantors as debtors and the
Collateral Agent as secured party.

            SECTION 4.03. Representations and Warranties. The US Grantors
jointly and severally represent and warrant to the Collateral Agent and the
Secured Parties that each US

<PAGE>
                                                                              24

Grantor has good and valid rights (including ownership rights) in the material
Article 9 Collateral with respect to which it has purported to grant a security
interest hereunder.

            SECTION 4.04. Covenants. (a) Each US Grantor agrees promptly (and in
any event within 30 days) to notify the Collateral Agent in writing of any
change (i) in its corporate name, (ii) in the location of its chief executive
office, (iii) in its identity or type of organization or corporate structure,
(iv) in its Federal Taxpayer Identification Number or organizational
identification number or (v) in its jurisdiction of organization. Each US
Grantor agrees promptly to provide the Collateral Agent with certified
organizational documents reflecting any of the changes described in the first
sentence of this paragraph.

            (b) Each US Grantor agrees to maintain, at its own cost and expense,
such complete and accurate records with respect to the Article 9 Collateral
owned by it as shall be consistent with its current practices and in accordance
with such prudent and standard practices used in industries that are the same as
or similar to those in which such US Grantor is engaged, but in any event to
include complete accounting records indicating all payments and proceeds
received with respect to any part of the Article 9 Collateral, and, at such time
or times as the Collateral Agent may reasonably request, promptly to prepare and
deliver to the Collateral Agent schedules in form and detail reasonably
satisfactory to the Collateral Agent showing the identity, amount and location
of any specified Article 9 Collateral.

            (c) Each year, at the time of delivery of annual financial
statements of the Company with respect to the preceding fiscal year pursuant to
each Credit Agreement, the Company shall deliver to the Collateral Agent a
certificate executed on behalf of the Company by a Financial Officer and a legal
officer of the Company setting forth the information required pursuant to the
Perfection Certificate (including the Schedules thereto) or confirming that
there has been no change in such information since the date of such certificate
or the date of the most recent certificate delivered pursuant to this paragraph,
and setting forth for any Aircraft owned by any US Facilities Grantor and not
already listed on Schedule I hereto information sufficient to permit the
Collateral Agent to file notices of its security interests on such Aircraft with
the Federal Aviation Administration, including the model number, the tail
number, the name, the serial number and the location of such Aircraft (and
Schedule I shall be automatically updated to list any Aircraft identified in any
such certificate).

            (d) The Collateral Agent and such Persons as the Collateral Agent
may reasonably designate shall have the right, at the US Grantors' own cost and
expense, to inspect the Article 9 Collateral and the premises upon which any of
the Article 9 Collateral is located and to verify under reasonable procedures,
in accordance with the provisions of each applicable Credit Agreement, the
validity, amount, quality, quantity, value, condition and status of, or any
other matter relating to, the Article 9 Collateral, including, only after the
occurrence and during the continuance of an Event of Default, in the case of
Accounts or Article 9 Collateral in the possession of any third person, by
contacting Account Debtors or the third person possessing such Article 9
Collateral for the purpose of making such a verification. The Collateral Agent
shall have the absolute right to share any information it gains from such
inspection or verification with any Secured Party.

            (e) At its option, the Collateral Agent may discharge past due
taxes, assessments, charges, fees, Liens, security interests or other
encumbrances at any time levied or placed on the Article 9 Collateral and not
permitted pursuant to the US Facilities Credit Agreements or the ABL Facilities
Credit Agreement, and may pay for the maintenance and preservation of the
Article 9 Collateral to the extent any US Grantor fails to do so as required by
any Credit

<PAGE>
                                                                              25

Agreement or this Agreement, and each US Grantor jointly and severally agrees to
reimburse the Collateral Agent on demand for any payment made or any expense
incurred by the Collateral Agent pursuant to the foregoing authorization;
provided that nothing in this paragraph shall be interpreted as excusing any US
Grantor from the performance of, or imposing any obligation on the Collateral
Agent or any Secured Party to cure or perform, any covenants or other promises
of any US Grantor with respect to taxes, assessments, charges, fees, Liens,
security interests or other encumbrances and maintenance as set forth herein or
in the other Credit Documents.

            (f) The US Grantors, at their own expense, shall maintain or cause
to be maintained insurance covering physical loss or damage to the Inventory and
Equipment included in the Article 9 Collateral in accordance with the
requirements set forth in the US Facilities Credit Agreements and the ABL
Facilities Credit Agreement. Each US Grantor irrevocably makes, constitutes and
appoints the Collateral Agent (and all officers, employees or agents designated
by the Collateral Agent) as such US Grantor's true and lawful agent (and
attorney-in-fact) for the purpose, during the continuance of an Event of
Default, of making, settling and adjusting claims in respect of Article 9
Collateral under policies of insurance, endorsing the name of such US Grantor on
any check, draft, instrument or other item of payment for the proceeds of such
policies of insurance and for making all determinations and decisions with
respect thereto. In the event that any US Grantor at any time or times shall
fail to obtain or maintain any of the policies of insurance required hereby or
to pay any premium in whole or part relating thereto, the Collateral Agent may,
without waiving or releasing any obligation or liability of the US Grantors
hereunder or any Event of Default, in its sole discretion, obtain and maintain
such policies of insurance and pay such premiums and take any other actions with
respect thereto as the Collateral Agent deems advisable. All sums disbursed by
the Collateral Agent in connection with this paragraph, including reasonable
attorneys' fees, court costs, expenses and other charges relating thereto, shall
be payable, upon demand, by the US Grantors to the Collateral Agent and shall be
additional Obligations secured hereby.

            (g) Each US Grantor shall maintain, in form and manner reasonably
satisfactory to the Collateral Agent, records of its Chattel Paper and its
books, records and documents evidencing or pertaining thereto.

            SECTION 4.05. Other Actions. In order to further ensure the
attachment, perfection and priority of, and the ability of the Collateral Agent
to enforce, the security interests created hereby, each US Grantor agrees, in
each case at such Grantor's own expense, to take the following actions with
respect to the following Article 9 Collateral: if any US Grantor shall at any
time hold or acquire any Instrument representing Indebtedness in excess of
$3,000,000, such US Grantor shall forthwith endorse, assign and deliver the same
to the Collateral Agent, accompanied by such instruments of transfer or
assignment duly executed in blank as the Collateral Agent may from time to time
reasonably request.

            SECTION 4.06. Covenants Regarding Patent, Trademark and Copyright
Collateral. (a) Each US Facilities Grantor agrees that it will not do or omit to
do any act (and will exercise commercially reasonable efforts to prevent its
licensees from doing or omitting to do any act) whereby any Patent constituting
Material Intellectual Property may become invalidated or dedicated to the
public, and agrees that it shall continue to mark any products covered by such
Patent with the relevant patent number consistent with good business judgment to
establish and preserve its rights under applicable patent laws.

            (b) Each US Facilities Grantor (either itself or through its
licensees or its sublicensees) will, for each Trademark constituting Material
Intellectual Property, (i) maintain

<PAGE>
                                       26

such Trademark in full force free from any claim of abandonment or invalidity
for non-use, (ii) maintain the quality of products and services offered under
such Trademark, (iii) display such Trademark with notice of Federal or foreign
registration consistent with good business judgment to establish and preserve
its rights under applicable law and (iv) not knowingly use or knowingly permit
the use of such Trademark in violation of any third party rights.

            (c) Each US Facilities Grantor (either itself or through its
licensees or sublicensees) will, for each work covered by a Copyright
constituting Material Intellectual Property, continue to publish, reproduce,
display, adopt and distribute the work with appropriate copyright notice
consistent with good business judgment to establish and preserve its rights
under applicable copyright laws.

            (d) Each US Facilities Grantor shall notify the Collateral Agent
promptly if it knows or has reason to know that any Patent, Trademark or
Copyright constituting Material Intellectual Property may become abandoned, lost
or dedicated to the public, or of any materially adverse determination or
development (including the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office,
United States Copyright Office or any court or similar office of any country)
regarding such US Grantor's ownership of any Patent, Trademark or Copyright, its
right to register the same, or its right to keep and maintain the same; provided
that such notification need not be given if such impairment of such Intellectual
Property is not material viewed against the Material Intellectual Property as a
whole.

            (e) Each US Facilities Grantor will take all steps consistent with
good business judgment that are consistent with the practice in any proceeding
before the United States Patent and Trademark Office, United States Copyright
Office or any office or agency in any political subdivision of the United States
or in any other country or any political subdivision thereof, to maintain and
pursue each application relating to the Patents, Trademarks and/or Copyrights
constituting Material Intellectual Property (and to obtain the relevant grant or
registration) and to maintain each issued Patent and each registration of the
Trademarks and Copyrights constituting Material Intellectual Property, including
timely filings of applications for renewal, affidavits of use, affidavits of
incontestability and payment of maintenance fees, and, if consistent with good
business judgment, to initiate opposition, interference and cancelation
proceedings against third parties.

            (f) Upon and during the continuance of an Event of Default, each US
Grantor shall endeavor in good faith to obtain all requisite consents or
approvals by the licensor of each Copyright License, Patent License or Trademark
License to effect the assignment of all such US Grantor's right, title and
interest thereunder to the Collateral Agent or its designee.

            SECTION 4.07. Lockbox System. The ABL Facilities Grantors shall
establish, subject to the control of the Collateral Agent pursuant to the
Lockbox Agreements, a system of lockboxes and related Deposit Accounts (the
"Lockbox System"). Each ABL Facilities Grantor agrees that it shall have no
Deposit Accounts other than (a) Deposit Accounts in the Lockbox System, (b)
Excluded Operating Accounts and (c) Local Collection Accounts, except during the
period of 45 days following the Effective Date as contemplated by the next
sentence. Each ABL Facilities Grantor further agrees (i) to execute and deliver,
and to cause the Deposit Account Institution at which any Deposit Account (other
than an Excluded Operating Account or a Local Collection Account) is maintained
to execute and deliver, a Lockbox Agreement with respect to each such Deposit
Account as promptly as practicable following (and in any event no later than 45
days following) the Effective Date, (ii) to notify and direct promptly each
Account Debtor and

<PAGE>
                                                                              27

every other Person obligated to make payments on Accounts or in respect of any
Inventory to make all such payments directly to one or more Deposit Accounts in
the Lockbox System (or, in the case of Accounts or Inventory of the Company's
retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes,
(iii) to use all reasonable efforts to cause each such Account Debtor and other
Person to make all payments with respect to Accounts and Inventory directly to
one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts
or Inventory of the Company's retail or Wingfoot divisions, Local Collection
Accounts) or related lockboxes, (iv) promptly to deposit all payments received
by it on account of Accounts and Inventory, whether in the form of cash, checks,
notes, drafts, bills of exchange, money orders or otherwise, in one or more
Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory
of the Company's retail or Wingfoot divisions, Local Collection Accounts) or
related lockboxes in the form in which received (but with any endorsements of
such ABL Facilities Grantor necessary for deposit or collection), (v) to
establish promptly after the Effective Date an ABL Collateral Proceeds Account
in the United States, a U.S. dollar and a Canadian dollar ABL Collateral
Proceeds Account in Canada and the RBC Deposit Account, in each case on terms
reasonably satisfactory to the Collateral Agent and (vi) as promptly as
practicable following (and in any event no later than 45 days following) the
Effective Date, to implement agreements with the applicable Deposit Account
Institutions under which all amounts on deposit in each Deposit Account (other
than Excluded Operating Accounts and Local Collection Accounts) located in the
United States and in Canada will be paid to the Collateral Agent for deposit in
the ABL Collateral Proceeds Account located in the United States or in the RBC
Account, respectively, at the end of each Business Day, and under which all
amounts in the RBC Account will be paid not less often than weekly into the ABL
Collateral Proceeds Accounts in Canada in same day funds. So long as no Event of
Default under and as defined in the ABL Facilities Agreement (or, if the ABL
Facilities Agreement shall no longer be in effect, under and as defined in
either of the US Facilities Agreements) has occurred and is continuing, the
Collateral Agent shall promptly (and no less frequently than each Business Day)
remit any funds on deposit in each ABL Collateral Proceeds Account to one or
more accounts of the Company that have been designated by the Company. Effective
upon notice to the Company after the occurrence and during the continuance of an
Event of Default under and as defined in the ABL Facilities Agreement (or, if
the ABL Facilities Agreement shall no longer be in effect, under and as defined
in either of the US Facilities Agreements), each ABL Collateral Proceeds
Account, the RBC Deposit Account and each Deposit Account (other than Excluded
Operating Accounts and Local Collection Accounts) will, without further action
on the part of any ABL Facilities Grantor or the Collateral Agent, convert into
a closed lockbox account under the sole dominion and control of the Collateral
Agent in which all funds are held subject to the rights of the Collateral Agent
hereunder. Without the prior written consent of the Collateral Agent, no ABL
Facilities Grantor shall, in a manner adverse to the Secured Parties, change the
general instructions given to Account Debtors in respect of payments to be
deposited in the Lockbox System. Each ABL Facilities Grantor irrevocably
authorizes the Collateral Agent, upon the occurrence of an Event of Default
under and as defined in the ABL Facilities Agreement (or, if the ABL Facilities
Agreement shall no longer be in effect, under and as defined in either of the US
Facilities Agreements), to deliver a Control Notice under each Lockbox
Agreement. The Collateral Agent agrees with each ABL Facilities Grantor that the
Collateral Agent shall not give any instructions pursuant to any Lockbox
Agreement terminating such Lockbox Agreement or the right of such ABL Facilities
Grantor to make withdrawals from any Deposit Account in the Lockbox System
unless an Event of Default under and as defined in the ABL Facilities Agreement
(or, if the ABL Facilities Agreement shall no longer be in effect, under and as
defined in either of the US Facilities Agreements) shall have occurred and be
continuing or, after giving effect to any withdrawal, would occur. The
Collateral Agent, in its capacity as Administrative Agent under the ABL
Facilities Agreement, acknowledges and agrees that an instruction by a Grantor
to pay an

<PAGE>

                                                                              28

Account into the RBC Collection Account or a Deposit Account in the Lockbox
System (or, in the case of Accounts or Inventory of the Company's retail or
Wingfoot divisions, a Local Collection Account) or a related lockbox, or, for a
period of 45 days after the Effective Date, into any Deposit Account of such
Grantor or related lockbox, shall constitute an instruction by such Grantor to
pay such Account directly into a Deposit Account in the Lockbox System for
purposes of clause (xxi) of the definition of "Eligible Accounts Receivable"
contained in the ABL Facilities Agreement. The Company shall ensure that the
aggregate amount contained in all Local Collection Accounts taken together shall
not at any time exceed a maximum amount determined by the Administrative Agent
in its sole discretion (not to be exercised unreasonably).

            SECTION 4.08. Insurance. Each applicable US Grantor shall cause the
Collateral Agent to be named as loss payee on all property insurance maintained
in respect of property subject to US Facilities Mortgages and the ABL Facilities
Mortgages.

                                    ARTICLE V

                 Other Pledges, Mortgages and Security Interests

            SECTION 5.01. Summary of Certain Other Security Documents. In
addition to the security interests created under Articles III and IV the parties
acknowledge that:

            (a) The Company and the Collateral Agent are entering into the
Luxembourg Finance Pledge Agreement under which the Company is pledging the
Luxembourg Finance Pledged Collateral (i) on a senior basis to secure the
European Facilities Obligations referred to therein and the Applicable
Collateral Agent Obligations, (ii) on a junior, second lien basis to secure the
US Facilities Obligations, the US Miscellaneous Obligations and the Applicable
Collateral Agent Obligations, (iii) on a junior, third lien basis to secure the
ABL Facilities Revolving Obligations, the ABL Facilities Tranche A Term
Obligations and the Applicable Collateral Agent Obligations and (iv) on a
junior, fourth lien basis to secure the ABL Facilities Tranche B Term
Obligations and the Applicable Collateral Agent Obligations.

            (b) The US Facilities Grantors are entering into the US Facilities
Foreign Pledge Agreements listed in Schedule II, and may in the future enter
into additional US Facilities Foreign Pledge Agreements, under which they are
pledging Equity Interests in Foreign Subsidiaries owned by them (i) on a senior
basis to secure the the US Facilities Obligations, the US Miscellaneous
Obligations and the Applicable Collateral Agent Obligations, (ii) on a junior,
second lien basis to secure the ABL Facilities Revolving Obligations, the ABL
Facilities Tranche A Term Obligations and the Applicable Collateral Agent
Obligations, (iii) on a junior, third lien basis to secure the ABL Facilities
Tranche B Term Obligations and the Applicable Collateral Agent Obligations and
(iv) after the initial incurrence, issuance or sale by the Company of Senior
Subordinated-Lien Indebtedness, on a junior, fourth lien basis to secure the
European Facilities Revolving Obligations and the Applicable Collateral Agent
Obligations.

            (c) The US Facilities Grantors are entering into the US Facilities
Mortgages listed in Schedule III under which they are mortgaging real properties
and interests in real properties owned by them (i) on a senior basis to secure
the US Facilities Obligations, the US Miscellaneous Obligations, the Applicable
Collateral Agent Obligations, (ii) on a junior, second lien basis to secure the
ABL Facilities Obligations and the Applicable Collateral Agent Obligations and,
to the extent provided therein, to secure the Swiss Franc Obligations (but
subject, as among the ABL Facilities Revolving Obligations, the ABL Facilities
Tranche A Term

<PAGE>
                                                                              29

Obligations and the ABL Facilities Tranche B Term Obligations, to the provisions
of Article XI) and (iii) in the case of the Company's headquarters building in
Akron, Ohio, after the initial incurrence, issuance or sale by the Company of
Senior Subordinated-Lien Indebtedness, on a junior, third lien basis to secure
the European Facilities Revolving Obligations and the Applicable Collateral
Agent Obligations.

            (d) The European Facilities Grantors are entering into the European
Facilities Security Documents listed in Schedule IV, and may in the future enter
into additional European Facilities Security Documents, under which they are
pledging and creating security interests in Equity Interests and other assets
owned by them to secure the European Facilities Obligations referred to therein
and the Applicable Collateral Agent Obligations.

            (e) Certain ABL Facilities Grantors that are organized under the
laws of Canada or one or more provinces thereof are entering into the Canadian
Security Agreements, under which they are creating security interests (i) in the
ABL Facilities Collateral owned by them to secure (A) on a senior basis the ABL
Facilities Revolving Obligations, the ABL Facilities Tranche A Term Obligations
and the Applicable Collateral Agent Obligations, (B) on a junior, second lien
basis the ABL Facilities Tranche B Term Obligations and the Applicable
Collateral Agent Obligations and (C) on a junior, third lien basis the US
Facilities Obligations, the US Miscellaneous Obligations and the Applicable
Collateral Agent Obligations and (D) after the initial incurrence, issuance or
sale by the Company of Senior Subordinated-Lien Indebtedness, on a junior,
fourth lien basis the European Facilities Revolving Obligations, and (ii) in the
Canadian Intellectual Property Collateral owned by them to secure (A) on a
senior basis the US Facilities Obligations, the US Miscellaneous Obligations and
the Applicable Collateral Agent Obligations, (B) on a junior, second lien basis
the ABL Facilities Tranche A Term Obligations and the Applicable Collateral
Agent Obligations, (C) on a junior, third lien basis the ABL Facilities Tranche
B Term Obligations and the Applicable Collateral Agent Obligations and (D) after
the initial incurrence, issuance or sale by the Company of Senior
Subordinated-Lien Indebtedness, on a junior, fourth lien basis the European
Facilities Revolving Obligations.

            SECTION 5.02. Other Security Documents Subject to This Agreement.
(a) The parties to the Other Security Documents shall observe the following
provisions: (i) to the extent applicable, the provisions of Section 4.01 (i),
(j), (l) and (m) (limiting the amount of certain Obligations secured by
Collateral of the Company; (ii) the provisions of Section 6.03 (governing the
distribution of the proceeds realized from the exercise of remedies under the
Security Documents); (iii) the provisions of Article VIII (governing the manner
in which Acts of the Secured Parties are to be evidenced and the manner in which
the amounts of the Obligations at any time are to be determined); (iv) the
provisions of Articles IX and X (relating to the duties and responsibilities of
the Collateral Agent); (v) the provisions of Article XI (providing for the
subordination of the Junior Liens created hereby and by certain of the Other
Security Documents to the Applicable Senior Liens and the priming of certain
Junior Liens); and (vi) the provisions of Section 13.13 (providing for releases
of Guarantees of and Collateral securing the Obligations).

            (b) Each of the US Facilities Mortgages (other than any US
Facilities Mortgage that sets forth in full the provisions referred to in
clauses (i) through (vi) of paragraph (a) above) shall contain a provision
substantially to the effect set forth below (in the language of such Other
Security Document) and satisfactory to the Collateral Agent and its counsel:

"THIS AGREEMENT AND THE PLEDGES, SECURITY INTERESTS AND OTHER LIENS AND CHARGES
CREATED HEREBY ARE SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE MASTER
GUARANTEE AND COLLATERAL AGREEMENT

<PAGE>
                                                                              30

DATED AS OF MARCH 31, 2003, AS AMENDED, AMONG THE GOODYEAR TIRE & RUBBER
COMPANY, CERTAIN OF ITS SUBSIDIARIES AND JPMORGAN CHASE BANK, AS COLLATERAL
AGENT, AND ANY PROVISION OF THIS AGREEMENT THAT IS INCONSISTENT WITH THE
PROVISIONS OF SUCH MASTER GUARANTEE AND COLLATERAL AGREEMENT SHALL BE DEEMED FOR
ALL PURPOSES TO HAVE BEEN AMENDED TO CONFORM IN ALL RESPECTS TO SUCH
PROVISIONS."

                                   ARTICLE VI

                                    Remedies

            SECTION 6.01. Remedies Upon Default. Upon the occurrence and during
the continuance of an Event of Default under and as defined in any Credit
Agreement and the receipt by the Collateral Agent of an Act of the Majority
Lenders (or, in the case of the ABL Facilities Agreement, the Majority Borrowing
Base Lenders) under such Credit Agreement instructing it to exercise remedies,
to the extent permitted by law (a) the Collateral Agent may demand that each
Grantor deliver each item of Applicable Collateral owned or held by it to the
Collateral Agent, and each Grantor agrees so to deliver all such Applicable
Collateral, and (b) the Collateral Agent shall have the right to take any of or
all the following actions at the same or different times with respect to any
Applicable Collateral: (i) with respect to any Collateral consisting of
Intellectual Property, on demand, to cause its security interest in such
Collateral to become an assignment, transfer and conveyance of any of or all
such Collateral by the applicable Grantors to the Collateral Agent, or to grant
any license or sublicense, whether general, special or otherwise, and whether on
an exclusive or nonexclusive basis, with respect to any such Collateral
throughout the world on such terms and conditions and in such manner as the
Collateral Agent shall determine (other than in violation of any then-existing
licensing arrangements to the extent that waivers cannot be obtained), and (ii)
with or without legal process and with or without prior notice or demand for
performance, to take possession of the Applicable Collateral and without
liability for trespass to enter any premises where the Applicable Collateral may
be located for the purpose of taking possession of or removing the Applicable
Collateral and, generally, to exercise any and all rights afforded to a secured
party under the Uniform Commercial Code or other applicable law. Without
limiting the generality of the foregoing, each Grantor agrees that the
Collateral Agent shall have the right, subject to the mandatory requirements of
applicable law, to sell or otherwise dispose of all or any part of the
Applicable Collateral at a public or private sale or at any broker's board or on
any securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized at any such sale of securities (if it deems it advisable to do so) to
restrict the prospective bidders or purchasers to Persons who will represent and
agree that they are purchasing the Applicable Collateral for their own account
for investment and not with a view to the distribution or sale thereof, and upon
consummation of any such sale the Collateral Agent shall have the right to
assign, transfer and deliver to the purchaser or purchasers thereof the
Applicable Collateral so sold. Each such purchaser at any sale of Applicable
Collateral shall (to the extent permitted by law) hold the property sold
absolutely, free from any claim or right on the part of any Grantor, and each
Grantor hereby waives (to the extent permitted by law) all rights of redemption,
stay and appraisal which such Grantor now has or may at any time in the future
have under any rule of law or statute now existing or hereafter enacted.

            In the case of any Applicable Collateral that constitutes Article 9
Collateral, the Collateral Agent shall give the applicable Grantors 10 days'
written notice (which each Grantor agrees is reasonable notice within the
meaning of Section 9-611 of the New York UCC or its

<PAGE>
                                                                              31

equivalent in other jurisdictions) of the Collateral Agent's intention to make
any sale of Applicable Collateral. Such notice, in the case of a public sale,
shall state the time and place for such sale and, in the case of a sale at a
broker's board or on a securities exchange, shall state the board or exchange at
which such sale is to be made and the day on which the Applicable Collateral, or
portion thereof, will first be offered for sale at such board or exchange. Any
such public sale shall be held at such time or times within ordinary business
hours and at such place or places as the Collateral Agent may fix and state in
the notice (if any) of such sale. At any such sale, the Applicable Collateral,
or portion thereof, to be sold may be sold in one lot as an entirety or in
separate parcels, as the Collateral Agent may (in its sole and absolute
discretion) determine. The Collateral Agent shall not be obligated to make any
sale of any Applicable Collateral if it shall determine not to do so, regardless
of the fact that notice of sale of such Applicable Collateral shall have been
given. The Collateral Agent may, without notice or publication, adjourn any
public or private sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for sale, and such sale may, without
further notice, be made at the time and place to which the same was so
adjourned. In case any sale of all or any part of the Applicable Collateral is
made on credit or for future delivery, the Applicable Collateral so sold may be
retained by the Collateral Agent until the sale price is paid by the purchaser
or purchasers thereof, but the Collateral Agent shall not incur any liability in
case any such purchaser or purchasers shall fail to take up and pay for the
Applicable Collateral so sold and, in case of any such failure, such Applicable
Collateral may be sold again upon like notice. At any public (or, to the extent
permitted by law, private) sale made pursuant to this Agreement, any Secured
Party may bid for or purchase, free (to the extent permitted by law) from any
right of redemption, stay, valuation or appraisal on the part of any Grantor
(all said rights being also hereby waived and released to the extent permitted
by law), the Applicable Collateral or any part thereof offered for sale and may
make payment on account thereof by using any claim then due and payable to such
Secured Party from any Grantor as a credit against the purchase price, and such
Secured Party may, upon compliance with the terms of sale, hold, retain and
dispose of such property without further accountability to any Grantor therefor
(to the extent permitted by law). For purposes hereof, a written agreement to
purchase any Applicable Collateral or portion thereof shall be treated as a sale
thereof; the Collateral Agent shall be free to carry out such sale pursuant to
such agreement and no Grantor shall be entitled to the return of the Applicable
Collateral or any portion thereof subject thereto, notwithstanding the fact that
after the Collateral Agent shall have entered into such an agreement all Events
of Default under the applicable Credit Agreement shall have been remedied and
the Obligations secured by the Applicable Collateral paid in full. As an
alternative to exercising the power of sale herein conferred upon it, the
Collateral Agent may proceed by a suit or suits at law or in equity to foreclose
this Agreement and to sell the Applicable Collateral or any portion thereof
pursuant to a judgment or decree of a court or courts having competent
jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale
pursuant to the provisions of this Section 6.01 shall be deemed to conform to
the commercially reasonable standards as provided in Section 9-610(b) of the New
York UCC or its equivalent in other jurisdictions.

            SECTION 6.02. Exercise of Remedies under Other Security Documents.
The Collateral Agent shall also have the right to exercise remedies provided for
in each Other Security Document upon the occurrence and during the continuance
of an Event of Default under and as defined in any Credit Agreement as to which
the Collateral subject to such Other Security Document constitutes Applicable
Collateral and the receipt by the Collateral Agent of an Act of the Majority
Lenders under such Credit Agreement instructing it to exercise remedies.

<PAGE>
                                                                              32

            SECTION 6.03. Application of Proceeds. (a) Unless otherwise required
by applicable law, the Collateral Agent shall apply the proceeds of the
collection or sale of any Collateral securing any Obligations, including any
Collateral consisting of cash, as follows:

            FIRST, to the payment of all costs and expenses incurred by the
      Collateral Agent in connection with such collection or sale or otherwise
      in connection with this Agreement or any other Credit Document (in each
      case, insofar as they evidence, govern, secure or otherwise relate to such
      Obligations), or otherwise in connection with any of such Obligations,
      including all court costs and the fees and expenses of its agents and
      legal counsel, the repayment of all advances made by the Collateral Agent
      hereunder or under any other Credit Document (in each case, insofar as
      they relate to such Obligations) on behalf of any Grantor and any other
      costs or expenses incurred in connection with the exercise of any right or
      remedy hereunder or under any other Credit Document (in each case, insofar
      as they relate to such Obligations) at the direction or for the benefit of
      holders of such Obligations;

            SECOND, to the payment of all such Obligations as shall be owed to
      the Administrative Agent or any Issuing Bank under and as defined in the
      Applicable Credit Agreement;

            THIRD, to the payment in full of the other Obligations secured by
      such Collateral in accordance with the relative priorities of the Liens on
      such Collateral securing such Obligations as set forth herein and in the
      Other Security Documents, with Obligations secured by Liens of a higher
      priority being paid in full before any distribution is made in respect of
      Obligations secured by Liens of a lower priority (and, as between
      Obligations secured by Liens of the same priority, ratably in accordance
      with the amounts of such Obligations on the date of such application);
      provided that proceeds of US Facilities Collateral and ABL Facilities
      Collateral subject to European Facilities Junior Liens shall, after the
      payment of all Obligations secured by Applicable Senior Liens, be applied
      to the payment in full of the European Facilities Revolving Obligations
      and, to the extent required by the Lien Subordination and Intercreditor
      Agreement, to the payment of all other obligations secured by such
      Collateral on a pari passu basis with the European Facilities Revolving
      Obligations; and

            FOURTH, to the applicable Grantors, their successors or assigns, or
      as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold
and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof. If
any US Facilities Mortgage shall be permitted under applicable law to secure
only those US Facilities Obligations that constitute term Indebtedness, the
proceeds of other US Facilities Collateral shall be distributed pursuant to
Clause THIRD above in such a manner as shall be appropriate in the judgment of
the Collateral Agent to offset any resulting distributions to holders of such
term Indebtedness in excess of their ratable share of all distribution in
respect of the US Facilities Collateral. For purposes of clause THIRD above, the
Lien of any US Facilities Mortgage, insofar as it secures the Swiss Franc
Obligations, will, to the maximum extent

<PAGE>
                                                                              33

permitted under the Swiss Franc Bond Agreement, be deemed to be of a lower
priority than the Lien of such US Facilities Mortgage insofar as it secures the
US Facilities Obligations, the US Miscellaneous Obligations and the ABL
Facilities Obligations. Notwithstanding the provisions of clause THIRD above,
any US Facilities Article 9 Collateral consisting of cash deposited to
collateralize Letter of Credit reimbursement obligations pursuant to the US
Revolving Facility Agreement will be applied first against such reimbursement
obligations.

            SECTION 6.04. Grant of License to Use Intellectual Property. (a)
Each Grantor hereby grants to the Collateral Agent, to the extent necessary to
enable the Collateral Agent to exercise rights and remedies under this Agreement
and the Other Security Documents at such time as the Collateral Agent shall be
lawfully entitled to exercise such rights and remedies, an irrevocable,
nonexclusive license (exercisable without payment of royalty or other
compensation to the Grantors) to use, license or sublicense any Intellectual
Property now owned or hereafter acquired by such Grantor, and wherever the same
may be located, including in such license reasonable access to all media in
which any of the licensed items may be recorded or stored and to all computer
software and programs used for the compilation or printout thereof, to the
extent and only to the extent such license would not violate or result in a
default under any license or other agreement, whether express or implied,
between the Grantor and any Person other than a Wholly Owned Subsidiary. The
rights of the Collateral Agent under such license may be exercised, at the
option of the Collateral Agent, solely upon the occurrence and during the
continuation of an Event of Default; provided that any license, sublicense or
other transaction entered into by the Collateral Agent in accordance herewith
shall be binding upon the Grantors notwithstanding any subsequent cure of any
Event of Default.

            (b) Notwithstanding any other provision contained in this Agreement,
any security interest granted hereunder in any Collateral consisting of
Intellectual Property to secure the Obligations of any Class shall be subject to
the license granted under the preceding paragraph (a), as such license may be
exercised for the benefit of the Secured Parties holding Obligations of any
other Class, and any sale or transfer of Collateral consisting of Intellectual
Property upon any exercise of remedies under this Agreement shall be made
expressly subject to such license.

            SECTION 6.05. Securities Act. In view of the position of the
Grantors in relation to the Pledged Collateral, or because of other current or
future circumstances, a question may arise under the Securities Act of 1933, as
now or hereafter in effect, or any similar statute hereafter enacted analogous
in purpose or effect (such Act and any such similar statute as from time to time
in effect being called the "Federal Securities Laws") with respect to any
disposition of the Pledged Collateral permitted hereunder. Each Grantor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Collateral Agent if the Collateral Agent were
to attempt to dispose of all or any part of the Pledged Collateral, and might
also limit the extent to which or the manner in which any subsequent transferee
of any Pledged Collateral could dispose of the same. Similarly, there may be
other legal restrictions or limitations affecting the Collateral Agent in any
attempt to dispose of all or part of the Pledged Collateral under applicable
Blue Sky or other state securities laws or similar laws analogous in purpose or
effect. Each Grantor recognizes that in light of such restrictions and
limitations the Collateral Agent may, with respect to any sale of the Pledged
Collateral, limit the purchasers to those who will agree, among other things, to
acquire such Pledged Collateral for their own account, for investment, and not
with a view to the distribution or resale thereof. Each Grantor acknowledges and
agrees that in light of such restrictions and limitations, the Collateral Agent,
in its sole and absolute discretion (a) may proceed to make such a sale whether
or not a registration statement for the purpose of registering such Pledged
Collateral or part thereof shall have been filed under the Federal Securities
Laws and (b) may approach and negotiate with a single

<PAGE>
                                                                              34

potential purchaser to effect such sale. Each Grantor acknowledges and agrees
that any such sale might result in prices and other terms less favorable than if
such sale were a public sale without such restrictions. In the event of any such
sale, the Collateral Agent shall incur no responsibility or liability for
selling all or any part of the Pledged Collateral at a price that the Collateral
Agent, in its sole and absolute discretion, may in good faith deem reasonable
under the circumstances, notwithstanding the possibility that a substantially
higher price might have been realized if the sale were deferred until after
registration as aforesaid or if more than a single purchaser were approached.
The provisions of this Section will apply notwithstanding the existence of a
public or private market upon which the quotations or sales prices may exceed
substantially the price at which the Collateral Agent sells.

            SECTION 6.06. Registration. Each Grantor agrees that, upon the
occurrence and during the continuance of an Event of Default, if for any reason
the Collateral Agent desires to sell any of the Pledged Collateral at a public
sale, it will, at any time and from time to time, upon the written request of
the Collateral Agent, use its best efforts to take or to cause the issuer of
such Pledged Collateral to take such action and prepare, distribute and/or file
such documents, as are required or advisable in the reasonable opinion of
counsel for the Collateral Agent to permit the public sale of such Pledged
Collateral under applicable law. Each Grantor further agrees to indemnify,
defend and hold harmless the Collateral Agent, each other Secured Party, any
underwriter and their respective officers, directors, affiliates and controlling
persons from and against all loss, liability, expenses, costs of counsel
(including, without limitation, reasonable fees and expenses of the Collateral
Agent's legal counsel), and claims (including the costs of investigation) that
they may incur insofar as such loss, liability, expense or claim arises out of
or is based upon any alleged untrue statement of a material fact contained in
any prospectus (or any amendment or supplement thereto) or in any notification
or offering circular relating to the offering for sale of any Pledged
Collateral, or arises out of or is based upon any alleged omission to state a
material fact required to be stated therein or necessary to make the statements
in any thereof not misleading, except insofar as the same may have been caused
by any untrue statement or omission based upon information furnished in writing
to such Grantor or the issuer of such Pledged Collateral by the Collateral Agent
or any other Secured Party expressly for use therein. Each Grantor further
agrees, upon such written request referred to above, to use its best efforts to
qualify, file or register, or cause the issuer of such Pledged Collateral to
qualify, file or register, any of the Pledged Collateral under the Blue Sky or
other securities laws of such jurisdictions as may be requested by the
Collateral Agent and keep effective, or cause to be kept effective, all such
qualifications, filings or registrations. Each Grantor will bear all costs and
expenses of carrying out its obligations under this Section. Each Grantor
acknowledges that there is no adequate remedy at law for failure by it to comply
with the provisions of this Section and that such failure would not be
adequately compensable in damages, and therefore agrees that its agreements
contained in this Section may be specifically enforced.

                                   ARTICLE VII

                    Indemnity, Subrogation and Subordination

            SECTION 7.01. Indemnity and Subrogation. In addition to all such
rights of indemnity and subrogation as the Grantors and Guarantors may have
under applicable law (but subject to Section 7.03), the Company and each other
Borrower agrees that (a) in the event a payment shall be made by any Guarantor
under this Agreement in respect of an Obligation of any Borrower, the Company
and such Borrower shall indemnify such Guarantor for the full amount of such
payment and such Guarantor shall be subrogated to the rights of the Person to
whom such

<PAGE>
                                                                              35

payment shall have been made to the extent of such payment and (b) in the event
any assets of any Grantor shall be sold pursuant to this Agreement or any Other
Security Document to satisfy in whole or in part an Obligation of any Borrower,
the Company and such Borrower shall indemnify such Grantor in an amount equal to
the greater of the book value or the fair market value of the assets so sold.

            SECTION 7.02. Contribution and Subrogation. Each US Guarantor and US
Facilities Grantor, other than the Company, that has guaranteed, or granted
Liens to secure, the Obligations of any Class under this Agreement or any Other
Security Document (a "Contributing Party") agrees (subject to Section 7.03)
that, in the event a payment shall be made by any other US Guarantor (other than
the Company) hereunder in respect of Obligations of such Class or assets of any
other US Facilities Grantor (other than the Company) shall be sold pursuant to
any Security Document to satisfy Obligations of such Class and such other US
Guarantor or US Facilities Grantor (the "Claiming Party") shall not have been
fully indemnified by the applicable Borrower as provided in Section 7.01, the
Contributing Party shall indemnify the Claiming Party in an amount equal to the
amount of such payment or the greater of the book value or the fair market value
of such assets, as the case may be, in each case multiplied by a fraction of
which the numerator shall be the net worth of the Contributing Party and the
denominator shall be the aggregate net worth of all the US Guarantors and US
Facilities Grantors, other than the Company, that have guaranteed or granted
Liens to secure the Obligations of such Class. For the purposes of the previous
sentence, the net worth of each Guarantor and Grantor shall be determined on the
Effective Date (or, in the case of any US Guarantor or US Facilities Grantor
becoming a US Guarantor or US Facilities Grantor after the Original Signing
Date, the date on which such US Guarantor or US Facilities Grantor shall have
become a US Guarantor or US Facilities Grantor). Any Contributing Party making
any payment to a Claiming Party pursuant to this Section shall be subrogated to
the rights of such Claiming Party under Section 7.01 to the extent of such
payment.

            SECTION 7.03. Subordination. (a) Notwithstanding any provision of
this Agreement to the contrary, all rights of the Guarantors and Grantors under
Sections 7.01 and 7.02 and all other rights of indemnity, contribution or
subrogation under applicable law or otherwise shall be fully subordinated to the
indefeasible payment in full in cash of the Obligations, and no Guarantor or
Grantor shall seek to enforce any of such rights until the Obligations have been
paid in full. No failure on the part of any Borrower or any Guarantor or Grantor
to make the payments required by Sections 7.01 and 7.02 (or any other payments
required under applicable law or otherwise) shall in any respect limit the
obligations and liabilities of any Guarantor or Grantor with respect to its
obligations hereunder, and each Guarantor and Grantor shall remain liable for
the full amount of the obligations of such Guarantor or Grantor hereunder.

            (b) To the fullest extent permitted under law, each Guarantor and
Grantor hereby agrees that all Indebtedness and other monetary obligations owed
by it to any other Guarantor, Grantor or any other Subsidiary shall be fully
subordinated to the indefeasible payment in full in cash of the Obligations.

                                  ARTICLE VIII

                Acts of Secured Parties and Administrative Agent;
                         Amounts of Secured Obligations

            SECTION 8.01. Acts of Secured Parties and Administrative Agent. Any
request, demand, authorization, direction, notice, consent, waiver or other
action permitted or

<PAGE>
                                                                              36

required by this Agreement to be given or taken by any Secured Party may be, and
at the request of the Collateral Agent shall be, embodied in and evidenced by
one or more instruments reasonably satisfactory in form to the Collateral Agent
and signed by such Secured Party or Administrative Agent, acting individually or
on behalf of the applicable Secured Parties, as the case may be, and, except as
otherwise expressly provided in any such instrument, any such action shall
become effective when such instrument or instruments shall have been delivered
to the Collateral Agent as provided herein. The instrument or instruments
evidencing any action (and the action embodied therein and evidenced thereby)
are sometimes referred to herein as an "Act" of the persons signing such
instrument or instruments. All Acts hereunder on the part of any Secured Parties
shall be taken on their behalf by the Administrative Agent under the applicable
Credit Agreement. The Collateral Agent shall be entitled to rely absolutely upon
an Act of an Administrative Agent if such Act purports to be taken by or on
behalf of the Secured Parties, and nothing in this Section or elsewhere in this
Agreement shall be construed to require such Administrative Agent to demonstrate
that it has been authorized by the Secured Parties thereunder to take any action
that it purports to be taking, the Collateral Agent being entitled to rely
conclusively without any independent investigation whatsoever, and being fully
protected in so relying, on any Act of such Administrative Agent.

            SECTION 8.02. Determination of Amounts of Secured Obligations and
Existence of Events of Default under Credit Agreements; Acceleration. Whenever
the Collateral Agent is required to determine the existence or amount of any of
the Obligations or the existence of any Event of Default under any Credit
Agreement for any purposes of this Agreement, it shall request written
certification of such existence or amount from the Administrative Agent under
such Credit Agreement, and shall be entitled to make such determination on the
basis of such certification; provided, however, that if, notwithstanding the
request of the Collateral Agent, the Administrative Agent under any Credit
Agreement shall fail or refuse reasonably promptly to certify as to the
existence or amount of any Obligation or the existence of any Event of Default
under such Credit Agreement, the Collateral Agent shall be entitled to determine
such existence or amount by such method as the Collateral Agent may, in the
exercise of its good faith judgment, determine, including by reliance upon a
certificate of the Company. The Collateral Agent may rely conclusively, and
shall be fully protected in so relying, on any determination made by it in
accordance with the provisions of the preceding sentence (or as otherwise
directed by a court of competent jurisdiction) and shall have no liability to
the Company, any other Borrower, Guarantor or Grantor, any holder of any Secured
Obligation or any other person as a result of such determination.

                                   ARTICLE IX

                           Duties of Collateral Agent

            SECTION 9.01. Notices to Administrative Agents under Credit
Agreements. The Collateral Agent shall promptly notify each Administrative Agent
in the event it shall receive (a) any notice of an Event of Default under any
other Credit Agreement or (b) any instructions given by the Administrative
Agent, on behalf of the Majority Lenders, under any other Credit Agreement to
commence the exercise of remedies under Article VI.

            SECTION 9.02. Actions Under This Agreement. (a) The Collateral Agent
shall not be obligated to take any action under this Agreement or any Other
Security Document except for the performance of such duties as are specifically
set forth herein and therein. Subject to the provisions of Article X of this
Agreement and to the succeeding provisions of this Section,

<PAGE>
                                                                              37

the Collateral Agent shall take such actions, and only such actions, under this
Agreement and the Other Security Documents with respect to any Collateral of any
Class as are requested by the Administrative Agent, on behalf of the Majority
Lenders, under the Applicable Credit Agreement (or, in the case of the US
Facilities Collateral, one of the Applicable Credit Agreements) and as are not
inconsistent with or contrary to the provisions of this Agreement, any Other
Security Document or any Credit Agreement, as well as ministerial and/or
administrative actions required or permitted by this Agreement and the Other
Security Documents. It is the intent of the parties hereto that (i) the
Administrative Agent under either of the US Facilities Credit Agreements shall
have the right to initiate the exercise of remedies with respect to the US
Facilities Collateral and (ii) the Administrative Agents under the US Facilities
Credit Agreements shall jointly control the manner of the exercise of such
remedies. Therefore, in the event the Administrative Agent under either US
Facilities Credit Agreement notifies the Collateral Agent and the Administrative
Agent under the other US Facilities Credit Agreement of its desire to commence
the exercise of remedies and/or to foreclose on specified US Facilities
Collateral, the Administrative Agents under both US Facilities Credit Agreements
shall promptly confer to determine the manner in which the Collateral Agent
should proceed. The Administrative Agent under each US Facilities Credit
Agreement, acting in good faith, shall use its best efforts to reach agreement
on such matters so that one or more remedies (which shall include foreclosure on
such US Facilities Collateral if requested in such notification) will be
exercised reasonably promptly after such notification. In connection with the
foregoing, neither of such Administrative Agents will give instructions to the
Collateral Agent with the intent of preventing, hindering or delaying the
exercise of any remedies requested by the Administrative Agent under the other
US Facilities Credit Agreement. Notwithstanding the foregoing, the Collateral
Agent shall, if it has received inconsistent instructions from the
Administrative Agents under the Credit Agreements with respect to any matter
hereunder, act with respect to such matter in such manner as it shall deem to be
in the best interests of all the Secured Parties and consistent with the
provisions and intent of this Agreement.

            (b) The holders of the Swiss Franc Obligations and the US
Miscellaneous Obligations shall not be entitled to, and shall not, (i) direct
the actions of the Collateral Agent hereunder, (ii) take any action, or commence
any legal proceeding seeking, to require, compel or cause the Collateral Agent
to enforce any provisions of this Agreement against any Grantor or to exercise
any remedy hereunder, (iii) take any action, or commence any legal proceeding
seeking, to prevent or enjoin the Collateral Agent from taking any action
(including, without limitation, the enforcement of any provisions of this
Agreement against any Grantor, the exercise of any remedy hereunder, the release
of any Collateral hereunder or the consent to any amendment or modification of
this Agreement or the grant of any waiver hereunder), or refraining from taking
any such action, in accordance with this Agreement or (iv) take any action, or
commence any legal proceeding seeking, to delay, hinder or otherwise impair the
Collateral Agent in taking any such action in accordance with this Agreement. By
their acceptance of the benefits of this Agreement and the Other Security
Documents, the holders of the Swiss Franc Obligations and the US Miscellaneous
Obligations will be deemed to have acknowledged and agreed to the provisions of
the preceding sentence, and to have acknowledged that such provisions are being
relied upon by the other Secured Parties.

            (c) THE COLLATERAL AGENT HAS CONSENTED TO SERVE AS COLLATERAL AGENT
HEREUNDER ON THE EXPRESS UNDERSTANDING, AND THE HOLDERS OF THE SWISS FRANC
OBLIGATIONS AND US MISCELLANEOUS OBLIGATIONS, BY ACCEPTING THE BENEFITS OF THIS
AGREEMENT, SHALL BE DEEMED TO HAVE AGREED, THAT THE COLLATERAL AGENT SHALL HAVE
NO DUTY AND SHALL OWE NO OBLIGATION OR RESPONSIBILITY (FIDUCIARY OR

<PAGE>
                                                                              38

OTHERWISE) TO THE HOLDERS OF THE SWISS FRANC OBLIGATIONS OR THE US MISCELLANEOUS
OBLIGATIONS, OTHER THAN THE DUTY TO PERFORM ITS EXPRESS OBLIGATIONS UNDER THIS
AGREEMENT IN ACCORDANCE WITH THEIR TERMS, SUBJECT IN ALL EVENTS TO THE
PROVISIONS OF ARTICLE X AND THE OTHER PROVISIONS OF THIS AGREEMENT LIMITING THE
RESPONSIBILITY OR LIABILITY OF THE COLLATERAL AGENT HEREUNDER. WITHOUT LIMITING
THE FOREGOING, THE HOLDERS OF THE SWISS FRANC OBLIGATIONS AND US MISCELLANEOUS
OBLIGATIONS, BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE OTHER SECURITY
DOCUMENTS, SHALL BE DEEMED TO HAVE WAIVED ANY RIGHT THEY MIGHT HAVE, UNDER
APPLICABLE LAW OR OTHERWISE, TO COMPEL THE SALE OR OTHER DISPOSITION OF ANY
COLLATERAL, AND ANY OBLIGATION THE COLLATERAL AGENT MIGHT HAVE, UNDER APPLICABLE
LAW OR OTHERWISE, TO OBTAIN ANY MINIMUM PRICE FOR ANY COLLATERAL UPON THE SALE
THEREOF, IT BEING EXPRESSLY UNDERSTOOD, AND THE AVAILABILITY OF THE BENEFITS OF
THIS AGREEMENT TO THE HOLDERS OF THE SWISS FRANC OBLIGATIONS AND US
MISCELLANEOUS OBLIGATIONS BEING CONDITIONED UPON THE UNDERSTANDING, THAT THE
SOLE RIGHT OF THE HOLDERS OF THE SWISS FRANC OBLIGATIONS AND US MISCELLANEOUS
OBLIGATIONS SHALL BE TO RECEIVE THEIR RATABLE SHARE OF ANY PROCEEDS OF
COLLATERAL IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF THIS AGREEMENT.

                                    ARTICLE X

                         Concerning the Collateral Agent

            SECTION 10.01. Limitations on Responsibility of Collateral Agent.
The Collateral Agent shall not be responsible in any manner whatsoever for the
correctness of any recitals, statements, representations or warranties contained
herein or in any Other Security Document. The Collateral Agent makes no
representation as to the value or condition of the Collateral or any part
thereof, as to the title of any Grantor to the Collateral, as to the security
afforded by this Agreement or any Other Security Document or as to the validity,
execution, enforceability, legality or sufficiency of this Agreement or any
Other Security Document, and the Collateral Agent shall incur no liability or
responsibility in respect of any such matters. The Collateral Agent shall not be
responsible for insuring the Collateral, for the payment of taxes, charges,
assessments or Liens upon the Collateral or otherwise for the maintenance of the
Collateral, except as provided in the immediately following sentence when the
Collateral Agent has possession or control of the Collateral. Except as
otherwise provided herein, the Collateral Agent shall have no duty to the
Grantors or to the holders of the Secured Obligations as to any Collateral in
its possession or control or in the possession or control of any agent or
nominee of the Collateral Agent or any income thereon or as to the preservation
of rights against prior parties or any other rights pertaining thereto, except
the duty to accord such Collateral the same care that it normally accords to its
own assets and the duty to account for moneys received by it. The Collateral
Agent shall not be required to ascertain or inquire as to the performance by any
Borrower, Guarantor or Grantor of any of the covenants or agreements contained
herein or in any other agreement. Neither the Collateral Agent nor any officer,
agent or representative thereof shall be personally liable for any action taken
or omitted to be taken by any such person in connection with this Agreement or
any Other Security Document except for such person's own gross negligence or
wilful misconduct (it being understood that any action taken in accordance with
the terms of this Agreement or any Other Security Document by the Collateral
Agent or any

<PAGE>
                                                                              39

such officer, agent or representative at the direction or instruction of the
Administrative Agent or the Majority Lenders under any Credit Agreement (or not
taken, in the absence of any such directions or instructions) shall not
constitute gross negligence or wilful misconduct). Neither the Collateral Agent
nor any officer, agent or representative thereof shall be personally liable for
any action taken by any such person in accordance with any notice given by the
Administrative Agent or the Majority Lenders under any Credit Agreement
hereunder or under any Other Security Document even if, at the time such action
is taken by any such Person, the Administrative Agent or the Lenders which gave
the notice to take such action shall no longer be the Administrative Agent or
the Majority Lenders under such Credit Agreement or the Secured Parties on
behalf of which such notice was given are no longer the Secured Parties. The
Collateral Agent may execute any of the powers granted under this Agreement and
perform any duty hereunder either directly or by or through agents or
attorneys-in-fact.

            SECTION 10.02. Reliance by Collateral Agent; Indemnity Against
Liabilities, etc. (a) Whenever in the performance of its duties under this
Agreement or any Other Security Document the Collateral Agent shall deem it
necessary or desirable that a matter be proved or established with respect to
any Grantor or any other person in connection with the taking, suffering or
omitting of any action hereunder by the Collateral Agent, such matter may be
conclusively deemed to be proved or established by a certificate executed by an
officer of such Person which is believed by the Collateral Agent to be genuine
and to have been signed or sent by the proper Person, and the Collateral Agent
shall have no liability with respect to any action taken, suffered or omitted in
reliance thereon.

            (b) The Collateral Agent may consult with counsel and shall not
incur any liability in taking any action hereunder or under any Other Security
Document in good faith in accordance with any advice of such counsel. The
Collateral Agent shall have the right but not the obligation at any time to seek
instructions concerning the administration of this Agreement or any Other
Security Document, the duties created hereunder or the Collateral from any court
of competent jurisdiction.

            (c) The Collateral Agent shall not incur any liability in relying
upon any resolution, statement, certificate, instrument, opinion, report,
notice, request, consent, order or other paper or document which it in good
faith believes to be genuine and to have been signed or presented by the proper
party. The Collateral Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificate or opinions that are believed by the Collateral Agent to be genuine
and signed or furnished by the proper Person furnished to the Collateral Agent
in connection with this Agreement or any Other Security Document.

            (d) The Collateral Agent shall not be deemed to have actual,
constructive, direct or indirect notice or knowledge of the occurrence of any
Event of Default under any Credit Agreement unless and until the Collateral
Agent shall have received written notice thereof from the Administrative Agent
under such Credit Agreement. The Collateral Agent shall have no obligation
whatsoever either prior to or after receiving such a notice which is believed by
the Collateral Agent to be genuine and to have been signed or sent by the proper
Person to inquire whether an Event of Default under any Credit Agreement has, in
fact, occurred and shall be entitled to rely conclusively, and shall be fully
protected in so relying, on any such notice so furnished to it.

            (e) If the Collateral Agent has been requested to take any specific
action by any Administrative Agent pursuant to any provision of this Agreement
or any Other Security

<PAGE>
                                                                              40

Document, the Collateral Agent shall not be under any obligation to exercise any
of the rights or powers vested in it by this Agreement or such Other Security
Document in the manner so requested unless it shall have been provided indemnity
by the Secured Parties on whose behalf such request shall have been made
reasonably satisfactory to it against the costs, expenses and liabilities which
may be incurred by it in compliance with such request or direction.

            SECTION 10.03. Resignation and Removal of the Collateral Agent. The
Collateral Agent may at any time, by giving 30 days' prior written notice to the
Company and the Administrative Agent under each Credit Agreement, resign and be
discharged from the responsibilities hereby created, such resignation to become
effective upon the appointment of a successor by the Administrative Agents with,
so long as no Event of Default has occurred and is continuing, the consent of
the Company (such consent not to be unreasonably withheld) and the acceptance of
such appointment by such successor. If no successor shall be appointed and
approved within 30 days after the date of any such resignation, the Collateral
Agent may apply to any court of competent jurisdiction to appoint a successor to
act until a successor shall have been appointed as above provided or may, on
behalf of the Secured Parties, appoint a successor Collateral Agent which shall
be a bank with an office in New York, New York having a combined capital and
surplus of at least $500,000,000.

            SECTION 10.04. Expenses and Indemnification. By accepting the
benefits of this Agreement, each of the Lenders severally agrees (i) to
reimburse the Collateral Agent, on demand, in the amount of its pro rata share
from time to time (based on the amount of the Loans, LC Exposures and unused
Commitments (as such terms are defined in the respective Credit Agreements) of
such Lender and the other applicable Lenders), of any expenses referred to in
this Agreement or in any Other Security Document securing Obligations owed to
such Lender and/or any other expenses incurred by the Collateral Agent in
connection with the enforcement and protection of the rights of the Collateral
Agent and the Secured Parties which shall not have been paid or reimbursed by
the Company or any other Borrower, Grantor or Guarantor or paid from the
proceeds of Collateral as provided herein and (ii) to indemnify and hold
harmless the Collateral Agent and its Affiliates and its and their respective
directors, officers, employees, agents and attorneys (each, an "Indemnified
Party"), on demand, in the amount of such pro rata share, from and against any
and all liabilities, taxes, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements referred to in this Agreement
and/or incurred by the Collateral Agent in connection with this Agreement or the
Other Security Documents or the enforcement and protection of the rights of the
Secured Parties, to the extent the same shall not have been reimbursed by the
Company or any other Borrower, Grantor or Guarantor or paid from the proceeds of
Collateral as provided herein; provided, in each case, that no Secured Party
shall be liable to any Indemnified Party for any portion of such expenses,
liabilities, taxes, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the gross negligence or
wilful misconduct of such Person.

                                   ARTICLE XI

                         Subordination of Certain Liens

            SECTION 11.01. Perfection and Priority of Security Interests. (a)
All Junior Liens in respect of any Collateral are expressly subordinated and
made junior in priority, operation and effect to the Applicable Senior Liens in
respect of such Collateral, notwithstanding anything to the contrary contained
in this Agreement, any Other Security Document or any other agreement or filing
to the contrary, and irrespective of the time, order or method of attachment or

<PAGE>
                                                                              41

perfection of such Junior Liens and the Applicable Senior Liens or any defect or
deficiency or alleged defect or deficiency in any of the foregoing.

            (b) Each Secured Party holding Obligations secured by a Junior Lien
acknowledges that a portion of the Applicable Senior Obligations consists of
Indebtedness that is revolving in nature and that the amount thereof that may be
outstanding at any time or from time to time may be increased or reduced and
subsequently reborrowed, and that the terms of the Applicable Senior Obligations
may be modified, extended or amended from time to time, and the aggregate amount
of the Applicable Senior Obligations may be increased, replaced or refinanced,
all without notice to or consent by such Secured Party and without affecting the
provisions hereof. The lien priorities provided for herein and in the Other
Security Documents shall not be altered or otherwise affected by any amendment,
modification, supplement, extension, increase, replacement, renewal, restatement
or refinancing of either the Obligations secured by any Junior Lien or the
Applicable Senior Obligations, or by any action that the Collateral Agent or the
Secured Parties holding any of such Obligations may take or fail to take in
respect of any Collateral.

            (c) Each Secured Party holding Obligations secured by a Junior Lien
acknowledges and agrees that the Collateral Agent and the holders of the
Applicable Senior Obligations shall have no duties or other obligations to such
Secured Party with respect to the Collateral subject to such Junior Lien other
than to transfer to the holders of the Obligations secured by such Junior Lien
the proceeds, if any, that remain following any sale, transfer or other
disposition of such Collateral and the payment and satisfaction in full of all
the Applicable Senior Obligations. In furtherance of the foregoing, each Secured
Party holding Obligations secured by a Junior Lien acknowledges and agrees that
until the Applicable Senior Obligations shall have been paid and satisfied in
full, the Collateral Agent shall be entitled, for the benefit of the holders of
the Applicable Senior Obligations, to sell, transfer or otherwise dispose of or
deal with the Collateral subject to such Junior Lien as provided herein and in
the Other Security Documents without regard to such Junior Lien or any rights to
which the holders of the Obligations secured thereby would otherwise be entitled
as a result of such Junior Lien, the only obligation of the Collateral Agent and
the holders of the Applicable Senior Obligations to the holders of the
Obligations secured by such Junior Lien being to deliver any proceeds remaining
from such sale, transfer or other disposition of the applicable Collateral after
the payment and satisfaction in full of all the Applicable Senior Obligations.
Each Secured Party holding Obligations secured by a Junior Lien agrees that it
will not, and will not attempt to, exercise or instruct the Collateral Agent to
exercise any rights that it may have as a result of such Junior Lien until the
payment and satisfaction in full of all the Applicable Senior Obligations.
Notwithstanding anything in this paragraph to the contrary, any holder of
Applicable Senior Obligations with respect to any Junior Lien shall be entitled
to transfer proceeds of Collateral subject to such Junior Lien to any other
holder of Applicable Senior Obligations to the extent it is required to do so
under the terms of this Agreement, and shall, to the extent of such transfer, be
deemed to have satisfied its obligations to the holders of the Obligations
secured by such Junior Lien under this paragraph.

            (d) In the event a proceeding under the Bankruptcy Code or any other
Federal, state or foreign bankruptcy, insolvency, receivership or similar law
shall be commenced by or against any Grantor that shall have granted a Junior
Lien, until the Applicable Senior Obligations shall have been paid and satisfied
in full, each Secured Party holding Obligations secured by such Junior Lien
hereby authorizes and empowers (without imposing an obligation on) the holders
of the Applicable Senior Obligations or the Collateral Agent or any
Administrative Agent acting on their behalf to vote such Secured Party's share
of the Obligations secured by such Junior Lien, insofar as any such voting right
arises from or relates to such Junior Lien or to the Collateral

<PAGE>
                                                                              42

subject thereto, in connection with any resolution, arrangement, plan of
reorganization, compromise or settlement relating to such Collateral.

            SECTION 11.02. No Interference; No Right to Instruct Collateral
Agent; Payment Over; Reinstatement; Permitted Actions. (a) Each Secured Party
holding Obligations secured by a Junior Lien agrees that (i) it will not take or
cause to be taken any action the purpose or effect of which is, or could be, to
make such Junior Lien pari passu with, or to give such Secured Party any
preference or priority relative to, any Applicable Senior Lien with respect to
the Collateral subject to such Junior Lien or any part thereof, (ii) it will not
interfere, hinder or delay, in any manner, whether by judicial proceedings or
otherwise, any sale, transfer or other disposition of the Collateral subject to
such Junior Lien by the Collateral Agent or any holder of Applicable Senior
Obligations, (iii) it shall have no right to (A) direct the Collateral Agent or
any holder of Applicable Senior Obligations to exercise any right, remedy or
power with respect to the Collateral subject to such Junior Lien or (B) consent
to the exercise by the Collateral Agent or any holder of Applicable Senior
Obligations of any right, remedy or power with respect to the Collateral subject
to such Junior Lien, (iv) it will not institute any suit or assert in any suit
or in any bankruptcy, insolvency or other proceeding any claim against the
Collateral Agent or any holder of Applicable Senior Obligations seeking damages
from or other relief by way of specific performance, instructions or otherwise,
with respect to, and neither the Collateral Agent nor any holder of Applicable
Senior Obligations shall be liable for, any action taken or omitted to be taken
by the Collateral Agent or any holder of Applicable Senior Obligations with
respect to the Collateral subject to such Junior Lien, (v) it will not commence
or instruct the Collateral Agent to commence judicial or nonjudicial foreclosure
proceedings with respect to, seek to have a trustee, receiver, liquidator or
similar official appointed for or over, attempt any action to take possession
of, exercise any right, remedy or power with respect to, or otherwise take any
action to enforce its interest in or realize upon, the Collateral subject to
such Junior Lien (other than filing a proof of claim) until all the Applicable
Senior Obligations shall have been paid and satisfied in full, (vi) it will not
seek, and hereby waives any right, to have the Collateral subject to such Junior
Lien or any part thereof marshaled upon any foreclosure or other disposition of
such Collateral and (vii) it will not attempt, directly or indirectly, whether
by judicial proceedings or otherwise, to challenge the enforceability of any
provision of this Agreement.

            (b) The Collateral Agent and each Secured Party holding Obligations
secured by a Junior Lien agree that, in the event of a sale, transfer or other
disposition of Collateral subject to such Junior Lien, such Junior Lien on such
Collateral shall terminate and be released automatically and without further
action if the Applicable Senior Lien on such Collateral is released.

            (c) Each Secured Party holding Obligations secured by a Junior Lien
hereby agrees that if it shall obtain possession of any of the Collateral
subject to such Junior Lien, or shall realize any payment in respect of such
Collateral (including as a result of any transfer of any Collateral or payment
to such Secured Party, pursuant to this paragraph or otherwise, by the holder of
any obligation secured by a Lien that is junior or subordinate to such Junior
Lien), in either case prior to the time when the Applicable Senior Obligations
have been paid in full, then it shall hold such Collateral or payment in trust
for the holders of the Applicable Senior Obligations and transfer such
Collateral or payment, as the case may be, to the Collateral Agent. Each Secured
Party holding Obligations secured by a Junior Lien agrees that if, at any time,
all or part of any payment with respect to the Applicable Senior Obligations
previously made is rescinded for any reason whatsoever, such Secured Party shall
promptly pay over to the Collateral Agent any payment received by it in respect
of the Collateral subject to such Junior Lien and shall promptly turn any
Collateral subject to such Junior Lien then held by it over to the Collateral

<PAGE>
                                                                              43

Agent, and the provisions set forth in this Agreement shall be reinstated as if
such payment had not been made, until the payment and satisfaction in full of
the Applicable Senior Obligations.

            SECTION 11.03. Consent to Priming of Junior Lien on ABL Facilities
Collateral. In consideration of and as a condition to the creation under Section
4.01(c) and (d) and under the Canadian Security Documents of the Junior Liens on
the ABL Facilities Collateral to secure the US Facilities Obligations, the US
Miscellaneous Obligations, the European Facilities Revolving Obligations and, as
to each such Class of Obligations, the Applicable Collateral Agent Obligations,
each Secured Party from time to time secured by such Junior Liens will be deemed
to have agreed, and the Collateral Agent hereby agrees, on behalf of such
Secured Party, that in the event a proceeding under the Bankruptcy Code shall be
commenced by or against the Company and the Company shall enter into an
Acceptable Financing in such proceeding, such Junior Lien may, without any
further action or consent by such Secured Party, be made junior and subordinated
to Liens granted to secure such Acceptable Financing, subject to the granting
and approval by the applicable bankruptcy court of adequate protection for the
holders of the Obligations secured by such Junior Lien consisting of (a) the
current monthly payment of an amount equal to post-petition interest, fees in
respect of Letters of Credit (whether owed to any Lender under the US Facilities
Agreements or to any Issuing Bank) and facility fees, in each case at
non-default rates, (b) the current payment of out-of-pocket expenses, including
fees and disbursements of counsel and other professional fees and disbursements,
of the Administrative Agent under and as defined in each US Facility Agreement
and (c) a replacement lien on substantially all assets of the Company and the
Domestic Subsidiaries (other than the assets of and Equity Interests in Goodyear
Dunlop Tires North America, Ltd., its Subsidiaries and any other Consent
Subsidiaries), subject only to the Liens securing such Acceptable Financing,
Liens existing prior to the commencement of such proceeding, Applicable Senior
Liens and Liens, if any, that are senior to the Liens securing such Acceptable
Financing.

            SECTION 11.04. Consent to Subordination of Junior Liens to Certain
Refinancing Indebtedness. In consideration of and as a condition to the creation
of each Junior Lien, each Secured Party from time to time secured by such Junior
Lien will be deemed to have agreed, and the Collateral Agent hereby agrees, on
behalf of such Secured Party, that in the event the Obligations of any Class
secured by the Applicable Senior Liens are refinanced, replaced, renewed or
extended, in whole or in part, in compliance with the covenants set forth in the
Credit Agreement governing the Obligations secured by such Junior Lien, such
Junior Lien shall, without any further action or consent by such Secured Party,
be junior and subordinated on the terms set forth herein to the Liens on the
Collateral subject to such Junior Lien that are granted to secure such
refinanced, replaced, renewed or extended Obligations; provided, that nothing in
this Section or elsewhere in this Agreement shall have the effect of
subordinating any Junior Lien to any Lien securing Senior Subordinated-Lien
Indebtedness, it being agreed that the Liens securing Senior Subordinated-Lien
Indebtedness shall be junior and subordinate to the Liens securing the
Obligations as and to the extent provided in the Lien Subordination and
Intercreditor Agreement.

                                   ARTICLE XII

                   Subordination of Intercompany Indebtedness

            SECTION 12.01. Subordination. To the fullest extent permitted under
law, the Company and each other Grantor and Guarantor hereby agrees that all
Intercompany Indebtedness owed to it by any Intercompany Obligor is hereby
expressly subordinated, to the

<PAGE>
                                       44

extent and in the manner set forth in this Article XII, to the payment in full
in cash of all Obligations of such Intercompany Obligor.

            SECTION 12.02. Dissolution or Insolvency. Upon any dissolution,
winding up, liquidation or reorganization of any Intercompany Obligor, whether
in bankruptcy, insolvency, reorganization, arrangement or receivership
proceedings or otherwise, or upon any assignment for the benefit of creditors or
any other marshalling of the assets and liabilities of any Intercompany Obligor,
or otherwise:

            (a) the applicable Secured Parties shall, as between such Secured
Parties and the Company or any other Grantor or Guarantor, first be entitled to
receive payment in full in cash of the Obligations of such Intercompany Obligor
in accordance with the terms of such Obligations before the Company or such
Grantor or Guarantor shall be entitled to receive any payment on account of the
Intercompany Indebtedness of such Intercompany Obligor, whether as principal,
interest or otherwise; and

            (b) any payment by, or distribution of the assets of, such
Intercompany Obligor of any kind or character, whether in cash, property or
securities, to which the Company or any other Grantor or Guarantor would be
entitled except for the provisions of clause (a) above shall, upon receipt by
the Company or such Grantor or Guarantor, be held in trust (or in a compte de
sequestre, if applicable) for the applicable Secured Parties and promptly paid
or delivered directly to the Collateral Agent for the benefit of such Secured
Parties to the extent necessary to make payment in full in cash of all such
Obligations remaining unpaid, after giving effect to any concurrent payment or
distribution to such Secured Parties in respect of such Obligations.

            SECTION 12.03. Subrogation. Subject to (and only upon) the prior
indefeasible payment in full in cash of all the Obligations of any Intercompany
Obligor, the Company or any other Grantor or Guarantor holding Intercompany
Indebtedness of such Intercompany Obligor shall be subrogated to the rights of
the applicable Secured Parties to receive payments or distributions in cash,
property or securities applicable to such Obligations until all amounts owing on
the Intercompany Indebtedness of such Intercompany Obligor shall be paid in
full, and as between and among such Intercompany Obligor, its creditors (other
than its Secured Parties) and the Company or any other Grantor or Guarantor
holding Intercompany Indebtedness of such Intercompany Obligor, no such payment
or distribution made to the Secured Parties by virtue of this Agreement that
otherwise would have been made to the Company or any other Grantor or Guarantor
in respect of such Intercompany Indebtedness shall be deemed to be a payment by
such Intercompany Obligor on account of such Intercompany Indebtedness.

            SECTION 12.04. Other Creditors. Nothing contained in this Article is
intended to or shall impair, as between and among any Intercompany Obligor, its
creditors (other than the Secured Parties) and the Company or any other Grantor
or Guarantor holding Intercompany Indebtedness of such Intercompany Obligor, the
obligations of such Intercompany Obligor to pay its Intercompany Indebtedness as
and when the same shall become due and payable in accordance with the terms
thereof, or affect the relative rights of the Company or any other Grantor or
Guarantor holding Intercompany Indebtedness of such Intercompany Obligor and the
creditors of such Intercompany Guarantor (other than the Secured Parties).

            SECTION 12.05. No Waiver. No right of any Secured Party to enforce
this Article shall at any time or in any way be prejudiced or impaired by any
act or failure to act on the part of any of the Collateral Agent, the other
Secured Parties, or any Intercompany Obligor, or by any noncompliance by any
Intercompany Obligor with the terms, provisions and covenants

<PAGE>
                                                                              45

contained in this Agreement, any Other Security Document or any Credit
Agreement, and the Secured Parties are hereby expressly authorized to extend,
renew, increase, decrease, modify or amend the terms of the Obligations or any
security therefor, and to release, sell or exchange any such security and
otherwise deal freely with any Intercompany Obligor, all without notice to or
consent of the Company or any other Grantor or Guarantor and without affecting
the liabilities and obligations of the parties hereto.

            SECTION 12.06. Obligations Hereunder Not Affected. (a) All rights
and interests of the Secured Parties under this Article, and all agreements and
obligations of the Company and each other Grantor or Guarantor under this
Article, shall remain in full force and effect irrespective of:

                  (i) any lack of validity or enforceability of any Credit
            Agreement;

                  (ii) any change in the time, manner or place of payment of, or
            in any other term of, all or any of the Obligations, or any other
            amendment or waiver of or consent to departure from any Credit
            Agreement;

                  (iii) any exchange, release or nonperfection of any security
            interest in any Collateral, or any release or amendment or waiver of
            or consent to departure from any Guarantee, in respect of all or any
            of the Obligations; or

                  (iv) any other circumstance that might otherwise constitute a
            defense available to, or a discharge of, any Intercompany Obligor in
            respect of Obligations or of the Company or any Grantor or Guarantor
            in respect of the agreements contained in this Article.

            (b) The agreements contained in this Article shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
the Obligations or any part thereof is rescinded or must otherwise be returned
by any Secured Party upon the insolvency, bankruptcy or reorganization of any
Intercompany Obligor or otherwise, all as though such payment had not been
made.

            (c) The Company and each Grantor and Guarantor hereby agree that the
Secured Parties may, without affecting or impairing any of the obligations of
the Company or such Grantor or Guarantor hereunder, from time to time to (i)
renew, compromise, extend, increase, accelerate or otherwise change the time for
payment of, or otherwise change the terms of, the Obligations or any part
thereof and (ii) exercise or refrain from exercising any rights against any
Intercompany Obligor or any other Person.

                                  ARTICLE XIII

                                  Miscellaneous

            SECTION 13.01. Notices. All communications and notices hereunder
shall (except as otherwise expressly permitted herein) be given as provided in
the Credit Agreements. All communications and notices hereunder to any Grantor
or Guarantor other than the Company shall be given to it in care of the Company
as provided in the Credit Agreements.

<PAGE>
                                                                              46

            SECTION 13.02. Waivers; Amendment. (a) No failure or delay by the
Collateral Agent or any Secured Party in exercising any right or power hereunder
or under any other Credit Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Collateral Agent and the Secured Parties hereunder and under
the other Credit Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by any Credit Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of
the foregoing, no extension of credit under any Credit Agreement shall be
construed as a waiver of any default hereunder, regardless of whether the
Collateral Agent or any Secured Party may have had notice or knowledge of such
default at the time. No notice or demand on any Credit Party in any case shall
entitle such Credit Party to any other or further notice or demand in similar or
other circumstances.

            (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Collateral Agent and the Credit Party or Credit Parties with
respect to which such waiver, amendment or modification is to apply, subject to
any consent required under any of the Credit Agreements.

            SECTION 13.03. Collateral Agent's Fees and Expenses;
Indemnification. (a) The parties hereto agree that the Collateral Agent shall be
entitled to reimbursement of its expenses incurred hereunder as provided in the
Credit Agreements.

            (b) Without limitation of its indemnification obligations under the
other Credit Documents, each Grantor and each Guarantor, to the fullest extent
permitted under law, jointly and severally agrees to indemnify the Collateral
Agent and the other Indemnitees (as defined in each Credit Agreement) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of the execution, delivery or performance of this
Agreement or any agreement or instrument contemplated hereby or any claim,
litigation, investigation or proceeding relating to any of the foregoing or to
the Collateral, whether or not any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses shall have
resulted from the gross negligence or wilful misconduct of such Indemnitee or
from the breach of any of its obligations set forth in any Credit Document.

            (c) The provisions of this Section shall remain operative and in
full force and effect regardless of the termination of this Agreement or any
other Credit Document, the consummation of the transactions contemplated hereby,
the repayment of any of the Obligations, the invalidity or unenforceability of
any term or provision of this Agreement or any other Credit Document, or any
investigation made by or on behalf of the Collateral Agent or any other Secured
Party. All amounts due under this Section shall be payable promptly after
written demand therefor.

            SECTION 13.04. Successors and Assigns. Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the permitted successors and assigns of such party; and all covenants,
promises and agreements by or on behalf

<PAGE>
                                                                              47

of any Guarantor or Grantor or the Collateral Agent that are contained in this
Agreement shall bind and inure to the benefit of their respective successors and
assigns.

            SECTION 13.05. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Credit Parties in the Credit
Documents and in the certificates or other instruments prepared or delivered in
connection with or pursuant to this Agreement or any other Credit Document shall
be considered to have been relied upon by the Lenders and shall survive the
execution and delivery of the Credit Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
Lender or on its behalf and notwithstanding that the Collateral Agent, any
Issuing Bank or any Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended under
any Credit Agreement, and shall, subject to Section 13.13, continue in full
force and effect as long as the principal of or any accrued interest on any Loan
or any fee or any other amount payable under any Credit Document is outstanding
and unpaid or any Letter of Credit is outstanding and so long as the Commitments
under any Credit Agreement have not expired or terminated.

            SECTION 13.06. Counterparts; Effectiveness; Several Agreement. This
Agreement may be executed in counterparts, each of which shall constitute an
original but all of which when taken together shall constitute a single
contract, and shall become effective as provided in this Section. Delivery of an
executed signature page to this Agreement by facsimile transmission shall be as
effective as delivery of a manually signed counterpart of this Agreement. This
Agreement shall become effective as to any Credit Party when a counterpart
hereof executed on behalf of such Credit Party shall have been delivered to the
Collateral Agent and a counterpart hereof shall have been executed on behalf of
the Collateral Agent, and thereafter shall be binding upon such Credit Party and
the Collateral Agent and their respective permitted successors and assigns, and
shall inure to the benefit of such Credit Party, the Collateral Agent and the
other Secured Parties and their respective successors and assigns, except that
no Credit Party shall have the right to assign or transfer its rights or
obligations hereunder (and any such assignment or transfer shall be void) except
as expressly contemplated by this Agreement. This Agreement shall be construed
as a separate agreement with respect to each Credit Party and may be amended,
modified, supplemented, waived or released with respect to any Credit Party
without the approval of any other Credit Party and without affecting the
obligations of any other Credit Party hereunder.

            SECTION 13.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

            SECTION 13.08. Right of Set-Off. Without limitation to the
provisions of Section 4.07, if an Event of Default shall have occurred and be
continuing and the Loans shall have become due and payable pursuant to Article
VII of the Applicable Credit Agreement, each Lender and each of its Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of any Credit Party against any of and all the

<PAGE>
                                                                              48

obligations of such Credit Party now or hereafter existing under this Agreement
with respect to such Applicable Credit Agreement owed to such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each
Lender under this Section are in addition to other rights and remedies
(including other rights of set-off) which such Lender may have.

            SECTION 13.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

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

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

            (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 13.01. Nothing in this
Agreement or any other Credit Document will affect the right of any party to
this Agreement to serve process in any other manner permitted by law.

            SECTION 13.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

<PAGE>
                                                                              49

            SECTION 13.11. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

            SECTION 13.12. Security Interest Absolute. The pledges and security
interests created hereby and by the Other Security Documents shall be absolute
and unconditional irrespective of (a) any lack of validity or enforceability of
any Credit Agreement, any other Credit Document, any agreement with respect to
any of the Obligations or any other agreement or instrument relating to any of
the foregoing, (b) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Obligations, or any other amendment or
waiver of or any consent to any departure from any Credit Agreement, any other
Credit Document or any other agreement or instrument, (c) any exchange, release
or non-perfection of any Lien on other collateral, or any release or amendment
or waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Obligations, or (d) any other circumstance that
might otherwise constitute a defense available to, or a discharge of, any
Grantor or Guarantor in respect of the Obligations or this Agreement.

            SECTION 13.13. Termination or Release. (a) This Agreement and the
Other Security Documents shall terminate and all pledges and security interests
created hereunder and thereunder shall be automatically released when (i) all
the Obligations under the Credit Agreements at any time due and owing have been
paid in full, (ii) the Lenders have no further commitment to lend under any
Credit Agreement, (iii) the LC Exposures under the US Revolving Facility
Agreement and the ABL Facilities Agreement have been reduced to zero and (iv)
the Issuing Banks under the US Revolving Facility Agreement and the ABL
Facilities Agreement have no further obligation to issue Letters of Credit
thereunder. It is understood that such termination and release shall be
effective notwithstanding that any US Miscellaneous Obligation or any obligation
under clause (c) or (d) of the definitions of Revolving Obligations or Term
Obligations under the European Facilities Agreement shall be outstanding at the
time thereof.

            (b) When (i) all the Obligations under any Credit Agreement have
been paid in full, (ii) the Lenders have no further commitment to lend under
such Credit Agreement, (iii) if such Credit Agreement is the US Revolving
Facility Agreement or the ABL Facilities Agreement, the LC Exposure (as defined
therein) has been reduced to zero and the Issuing Banks (as defined therein)
have no further obligation to issue Letters of Credit thereunder and (iv) if
such Credit Agreement is the US Revolving Facility Agreement or the US Term
Facility Agreement, no US Miscellaneous Obligations remain outstanding and all
related Swap Agreements have terminated, all Collateral that (A) shall have
secured the Obligations under and as defined in such Credit Agreement and (B)
shall not secure the Obligations under and as defined in any other Credit
Agreement, whether on a senior or a junior basis, shall be automatically
released from the pledges and security interests created hereunder and under the
Other Security Documents. Each Other Security Document shall terminate when all
the Collateral subject thereto shall have been released as provided in this
paragraph. It is understood that such termination and release shall be effective
notwithstanding that any US Miscellaneous Obligation or any obligation under
clause (c) or (d) of the definitions of Revolving Obligations or Term
Obligations under the European Facilities Agreement shall be outstanding at the
time thereof.

            (c) A Subsidiary shall automatically be released from its
obligations as a Grantor or Guarantor hereunder and under each Other Security
Document, and all pledges hereunder or under any Other Security Document of and
security interests created hereunder or under any Other Security Document in the
Collateral of such Subsidiary shall be automatically released,

<PAGE>
                                                                              50

upon the consummation of any transaction permitted by this Agreement and each
Credit Agreement as a result of which such Subsidiary ceases to be a Subsidiary;
provided that any consent to such transaction required by any Credit Agreement
shall have been obtained and the terms of such consent shall not provide
otherwise.

            (d) Upon any sale or other transfer of any Collateral permitted
under this Agreement and each Applicable Credit Agreement by any Grantor to any
Person other than the Company or a Subsidiary, or upon the effectiveness of any
written consent to the release of any pledge or security interest created hereby
or by any Other Security Document in respect of any Collateral pursuant to and
in accordance with the requirements of each Credit Agreement the Obligations
under which are secured by such Collateral, all pledges hereunder or under any
Other Security Document of and security interests created hereunder or under any
Other Security Document in such Collateral shall be automatically released.

            (e) At the time the Goodyear Venezuela Transaction is completed, all
pledges hereunder or under any Other Security Document of and security interests
created hereunder or under any Other Security Document in the Equity Interests
of C.A. Goodyear de Venezuela sold by the Company to Goodyear do Brasil
Productos de Borraca Ltda. in such transaction shall be automatically released.

            (f) In connection with any termination or release pursuant to
paragraph (a), (b), (c), (d) or (e), the Collateral Agent shall execute and
deliver to each applicable Grantor, at such Grantor's expense, all documents
that such Grantor shall reasonably request to evidence such termination or
release. Any execution and delivery of documents pursuant to this Section shall
be without recourse to or representation or warranty by the Collateral Agent.
Notwithstanding paragraph (c) or (d) above, in the case of any Lien on any
Equity Interests in an entity organized under the laws of a jurisdiction outside
the United States of America or the grant of any Lien on real property in any
jurisdiction outside the United States of America, such Lien shall not be
released until the Collateral Agent executes and delivers to the applicable
Grantor a written consent to such release. The Collateral Agent agrees to
execute and deliver any such written consent required by the immediately
preceding sentence that is requested by the applicable Grantor in connection
with the consummation of any transaction permitted by this Agreement and the
Credit Agreements.

            SECTION 13.14. Additional Grantors and Guarantors. (a) Upon
execution and delivery by the Collateral Agent and a Subsidiary of an instrument
in a form agreed to by the Collateral Agent and Goodyear (an "Additional
Subsidiary Agreement"), such Subsidiary shall become a party hereto and a
Grantor and a Guarantor under the Credit Agreement referenced therein to the
extent set forth in such Additional Subsidiary Agreement and shall, to the
extent applicable, guarantee and create pledges of and security interests in its
assets to secure the Obligations set forth in such Additional Subsidiary
Agreement with the same force and effect as if originally named as a Grantor or
Guarantor herein. At the time any Subsidiary shall become a party to this
Agreement as provided in the preceding sentence, the Schedules hereto shall be
supplemented as appropriate to reflect the guarantees, pledges and security
interests, as applicable, given or created by such Subsidiary, and such
supplemented Schedules shall replace the Schedules that shall therefore have
been attached to this Agreement. The execution and delivery of any Additional
Subsidiary Agreement and the amendment of the Schedules hereto as above provided
shall not require the consent of any other Credit Party. The rights and
obligations of each Credit Party shall remain in full force and effect
notwithstanding the addition of any new Credit Party as a party to this
Agreement.

<PAGE>
                                                                              51

            (b) Any Subsidiary that is a US Guarantor may elect to become a US
Facilities Grantor or an ABL Facilities Grantor at any time by delivering a
certificate in substantially the form agreed to by the Collateral Agent and the
Company or in such other form as may be reasonably required by the Collateral
Agent. Any such election shall be effective immediately upon the delivery of
such certificate. At the time any such election is made, the Schedules hereto
shall be supplemented as appropriate to reflect the pledges and security
interests given or created by such Subsidiary, and such supplemented Schedules
shall replace the Schedules that shall therefore have been attached to this
Agreement. The execution and delivery of any certificate hereunder and the
amendment of the Schedules hereto as above provided shall not require the
consent of the Collateral Agent or any Credit Party. The rights and obligations
of each Credit Party shall remain in full force and effect notwithstanding the
addition of any new US Facilities Grantor or ABL Facilities Grantor as a party
to this Agreement.

            SECTION 13.15. Collateral Agent Appointed Attorney-in-Fact. Each
Grantor hereby appoints the Collateral Agent the attorney-in-fact of such
Grantor for the purpose of carrying out the provisions of this Agreement and
taking any action and executing any instrument that the Collateral Agent may
deem necessary or advisable to accomplish the purposes hereof, which appointment
is irrevocable and coupled with an interest in each case upon the occurrence and
during the continuance of an Event of Default. Without limiting the generality
of the foregoing, the Collateral Agent shall have the right, upon the occurrence
and during the continuance of an Event of Default under any applicable Credit
Agreement, with full power of substitution either in the Collateral Agent's name
or in the name of such Grantor (a) to receive, endorse, assign and/or deliver
any and all notes, acceptances, checks, drafts, money orders or other evidences
of payment relating to the Applicable Collateral of such Grantor or any part
thereof; (b) to demand, collect, receive payment of, give receipt for and give
discharges and releases of all or any of the Applicable Collateral; (c) to sign
the name of any Grantor on any invoice or bill of lading relating to any of the
Applicable Collateral; (d) to send verifications of Accounts Receivable to any
Account Debtor; (e) to commence and prosecute any and all suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
collect or otherwise realize on all or any of the Applicable Collateral or to
enforce any rights in respect of any Applicable Collateral; (f) to settle,
compromise, compound, adjust or defend any actions, suits or proceedings
relating to all or any of the Applicable Collateral; (g) to notify, or to
require any Grantor to notify, Account Debtors to make payment directly to the
Collateral Agent relating to the Applicable Collateral; and (h) to use, sell,
assign, transfer, pledge, make any agreement with respect to or otherwise deal
with all or any of the Applicable Collateral, and to do all other acts and
things necessary to carry out the purposes of this Agreement, as fully and
completely as though the Collateral Agent were the absolute owner of the
Applicable Collateral for all purposes; provided that nothing herein contained
shall be construed as requiring or obligating the Collateral Agent to make any
commitment or to make any inquiry as to the nature or sufficiency of any payment
received by the Collateral Agent, or to present or file any claim or notice, or
to take any action with respect to the Collateral or any part thereof or the
moneys due or to become due in respect thereof or any property covered thereby.
The Collateral Agent and the other Secured Parties shall be accountable only for
amounts actually received as a result of the exercise of the powers granted to
them herein, and neither they nor their officers, directors, employees or agents
shall be responsible to any Grantor for any act or failure to act hereunder,
except for their own gross negligence or wilful misconduct or the breach of such
Person of its obligations set forth herein. For the purposes of Italian law,
each Grantor expressly authorizes the Collateral Agent (and any agents or
attorneys appointed under this Agreement) to act under a conflict of interest
and self-dealing (including, but not limited to a situation in which the
Collateral Agent acts simultaneously in the name and/or on behalf (a) of any
Secured Party, on the one hand, and (b) of

<PAGE>
                                                                              52

any Credit Party, on the other hand) solely in relation to this Agreement, the
other Security Documents and the Credit Agreement.

            SECTION 13.16. Collateral Agent as Joint and Several Creditor.
Section 9.15 of the European Facilities Agreement is hereby incorporated by
reference and shall be effective as if set forth in full herein.

            SECTION 13.17. Post-Closing Letter Agreements. Each party hereto
agrees to complete the actions and perform the obligations applicable to it
under each of (a) the post-closing letter agreement dated the Effective Date
between the Collateral Agent and Goodyear relating to the European Facilities
Agreement and (b) the post-closing letter agreement dated the Effective Date
between the Collateral Agent and Goodyear relating to the US Facilities
Agreements and the ABL Facilities Agreement.

            SECTION 13.18. Credit Party Obligations. Each Credit Party will
perform its obligations and pay all amounts owed by it under each Credit
Document in accordance with the terms thereof.

<PAGE>
                                                                              53

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

<PAGE>

                                             THE GOODYEAR TIRE & RUBBER COMPANY

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

                                             JPMORGAN CHASE BANK, individually
                                             and as administrative agent and
                                             collateral agent,

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

                                             ALLIED TIRE SALES, INC., as a US
                                             GUARANTOR, a US FACILITIES GRANTOR
                                             and an ABL FACILITIES GRANTOR

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

                                             BELT CONCEPTS OF AMERICA, INC., as
                                             a US GUARANTOR, a US FACILITIES
                                             GRANTOR and an ABL FACILITIES
                                             GRANTOR

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

<PAGE>

                                             CELERON CORPORATION, as a US
                                             GUARANTOR

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

                                             COSMOFLEX, INC., as a US GUARANTOR,
                                             a US FACILITIES GRANTOR and an ABL
                                             FACILITIES GRANTOR

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

                                             DAPPER TIRE CO, INC., as a US
                                             GUARANTOR, a US FACILITIES GRANTOR
                                             and an ABL FACILITIES GRANTOR,

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

                                             DIVESTED COMPANIES HOLDING COMPANY
                                             as a US FACILITIES GUARANTOR, a US
                                             FACILITIES GRANTOR and an ABL
                                             FACILITIES GRANTOR

                                             By
                                                   /s/ Brent Copeland
                                                --------------------------------
                                                Name:  Brent Copeland
                                                Title: President

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

<PAGE>

                                             DIVESTED LITCHFIELD PARK
                                             PROPERTIES, INC., as a US
                                             GUARANTOR, a US FACILITIES GRANTOR
                                             and an ABL FACILITIES GRANTOR,

                                             By
                                                   /s/ Brent Copeland
                                                --------------------------------
                                                Name:  Brent Copeland
                                                Title: President

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

                                             GOODYEAR FARMS, INC., as a US
                                             GUARANTOR, a US FACILITIES GRANTOR
                                             and an ABL FACILITIES GRANTOR

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

                                             GOODYEAR INTERNATIONAL CORPORATION,
                                             as a US GUARANTOR, a US FACILITIES
                                             GRANTOR and an ABL FACILITIES
                                             GRANTOR

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

                                             GOODYEAR WESTERN HEMISPHERE
                                             CORPORATION, as a US Guarantor

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

<PAGE>

                                             THE KELLY-SPRINGFIELD TIRE
                                             CORPORATION, as a US GUARANTOR, a
                                             US FACILITIES GRANTOR and an ABL
                                             FACILITIES GRANTOR

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

                                             WHEEL ASSEMBLIES INC., as a US
                                             GUARANTOR

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

                                             WINGFOOT COMMERCIAL TIRE SYSTEMS,
                                             LLC, as a US GUARANTOR, a US
                                             FACILITIES GRANTOR and an ABL
                                             FACILITIES GRANTOR

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

                                             WINGFOOT VENTURES EIGHT, INC. as a
                                             US GUARANTOR, a US FACILITIES
                                             GRANTOR and an ABL FACILITIES
                                             GRANTOR

                                             By
                                                   /s/ Brent Copeland
                                                --------------------------------
                                                Name:  Brent Copeland
                                                Title: President

<PAGE>

                                             GOODYEAR CANADA INC., as a US
                                             GUARANTOR and an ABL FACILITIES
                                             GRANTOR.

                                             By
                                                   /s/ L. M. Alexander
                                                --------------------------------
                                                Name:  L. M. Alexander
                                                Title: Vice President

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

<PAGE>

                [Remaining Signature Pages Intentionally Omitted]