exv10w1






Exhibit 10.1




EXECUTION VERSION





     FOURTH AMENDMENT dated as of December 15, 2010 (this “Amendment”), to
the AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of April 20,
2007, as amended (the “Credit Agreement”), among THE GOODYEAR TIRE & RUBBER
COMPANY, an Ohio corporation (“Goodyear”); GOODYEAR DUNLOP TIRES EUROPE
B.V., a corporation organized under the laws of the Netherlands; GOODYEAR
DUNLOP TIRES GERMANY GMBH, a company organized under the laws of the Federal
Republic of Germany; GOODYEAR DUNLOP TIRES
OPERATIONS S.A., a société anonyme organized under the laws of Luxembourg;
the lenders party thereto (together with their successors and permitted
assigns thereunder, the “Lenders”); J.P. MORGAN EUROPE LIMITED, as
Administrative Agent (in such capacity, the “Administrative Agent”); and
JPMORGAN CHASE BANK, N.A., as Collateral Agent.



          WHEREAS, on the terms and conditions set forth in the Credit
Agreement, the Lenders have extended and agreed to extend credit to the Borrowers; and




          WHEREAS, Goodyear and the Borrowers have requested that the Lenders amend, and the Lenders
under the Credit Agreement whose signatures appear below, constituting at least the Majority
Lenders, are willing to amend, certain provisions of the Credit Agreement on the terms and subject
to the conditions set forth herein.




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




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




          SECTION 2. Amendment of the Credit Agreement. Upon the effectiveness of this Amendment as
provided in Section 5 below, (A) Section 2.01 of the Credit Agreement is hereby amended by (a)
replacing the comma at the end of clause (a)(i) thereof with the word “or”, and (b) deleting clause
(a)(iii) thereof and the word “or” immediately preceding such clause, (B) Section 2.04(b) of the
Credit Agreement is hereby amended by (a) replacing the comma at the end of clause (ii) of the
penultimate sentence thereof with the word “and”, and (b) deleting clause (iv) of the penultimate
sentence thereof and the word “and” immediately preceding such clause and (C) Section 2.05 of the
Credit Agreement is hereby amended by (a) replacing the comma at the end of clause (a)(i) thereof
with the word “or”, and (b) deleting clause (a)(iii) thereof, ending before “, provided” and the
word “or” immediately preceding such clause.








 









 








          SECTION 3. Representations and Warranties. Each of Goodyear and each Borrower represents and
warrants to the Administrative Agent and the Lenders that:





          (a) After giving effect to this Amendment, no Default has occurred and is continuing.




          (b) All representations and warranties of Goodyear, the European J.V. and each other
Borrower set forth herein and in the Credit Agreement are true and correct in all material
respects, except to the extent such representations and warranties relate to an earlier date
(in which case they were true and correct as of such earlier date).



          SECTION 4. Conditions Precedent to Effectiveness. This Amendment shall become effective as of
the date (the “Amendment Effective Date”) on which the Administrative Agent shall have received (a)
counterparts hereof duly executed and delivered by Goodyear, each Borrower and the Majority Lenders
and (b) a certificate of a Financial Officer of Goodyear stating that on the Amendment Effective
Date (i) no Default or Event of Default has occurred and is continuing, and (ii) the
representations and warranties of Goodyear, the European J.V. and each other Borrower set forth
herein and in the Credit Agreement are true and correct in all material respects on and as of the
Amendment Effective Date, except to the extent such representations and warranties relate to an
earlier date (in which case they were true and correct as of such earlier date).




          SECTION 5. No Other Amendments or Waivers; Confirmation. Except as expressly amended hereby,
the provisions of the Credit Agreement are and shall remain in full force and effect. Nothing
herein shall be deemed to entitle Goodyear or the Borrowers to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement in similar or different circumstances. This Amendment
shall be a Credit Document for all purposes of the Credit Agreement. On and after the Amendment
Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as modified
hereby.




          SECTION 6. Expenses. Goodyear agrees to pay or reimburse the Administrative Agent for its
reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable
fees, charges and disbursements of Cravath, Swaine & Moore LLP and Allen & Overy LLP, counsel
for the Administrative Agent.




          SECTION 7. Governing Law. This Amendment and the rights and obligations of the parties
hereto shall be governed by, and construed and interpreted in accordance with, the laws of the
State of New York.




          SECTION 8. Counterparts. This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument. This Amendment may be delivered by facsimile
transmission of the signature pages hereof.








 









 








          SECTION 9. Austrian Matters. Each party hereto is reminded of its obligations under Section
9.20 of the Credit Agreement and confirms that it will execute this Amendment outside the Republic
of Austria, it will not send any notice or other communication in respect of this Amendment into
or from the Republic of Austria and it will not send to or otherwise produce in Austria an
original copy, notarised copy or certified copy of this Amendment.




          SECTION 10. Headings. The section headings used herein are for convenience of reference
only, are not part of this Amendment and are not to affect the construction of, or to be taken
into consideration in interpreting, this Amendment.




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




	 	 	 	 	 
	 	THE GOODYEAR TIRE & RUBBER COMPANY,

 
	 	    by  	/s/ Scott A. Honnold	 
	 	 	Name:  	Scott A. Honnold	 
	 	 	Title:  	Vice President and Treasurer	 
	 
	 	GOODYEAR DUNLOP TIRES EUROPE B.V.,

 	 
	 	    by  	/s/ Arthur de Bok	 
	 	 	Name:  	Arthur de Bok	 
	 	 	Title:  	Chairman	 
	 
	 	    by  	   /s/ Dominikus Golsong	 
	 	 	Name:  	Dominikus Golsong	 
	 	 	Title:  	Director	 
	 
	 	GOODYEAR DUNLOP TIRES GERMANY
GMBH,

 	 
	 	    by  	/s/ Rainer Landwehr 	 
	 	 	Name:  	Rainer Landwehr 	 
	 	 	Title:  	Group Managing Director	 
	 
	 	    by  	/s/ Ajay Sirohi	 
	 	 	Name:  	Ajay Sirohi	 
	 	 	Title:  	Managing Director	 




 









 





	 	 	 	 	 
	 	GOODYEAR DUNLOP TIRES OPERATIONS

S.A.,

 	 
	 	    by  	/s/
Philippe Degeer	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	    by  	/s/
Hans-Joachim Famula	 
	 	 	Name:  	Hans-Joachim Famula	 
	 	 	Title:   	Director	 




 









 





	 	 	 	 	 
	 	J.P. MORGAN EUROPE LIMITED, individually

and as Administrative Agent,

 	 
	 	    by  	/s/
Belinda Lucas	 
	 	 	Name:  	Belinda Lucas	 
	 	 	Title:  	Associate	 
	 
	 	JPMORGAN CHASE BANK, N.A. individually

and as Collateral Agent,

 	 
	 	    by  	/s/
Robert P. Kellas	 
	 	 	Name:  	Robert P. Kellas	 
	 	 	Title:  	Executive Director