10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2011

Commission File Number: 1-1927

THE GOODYEAR TIRE & RUBBER COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Ohio (State or Other Jurisdiction of Incorporation or Organization)	34-0253240 (I.R.S. Employer Identification No.)
1144 East Market Street, Akron, Ohio (Address of Principal Executive Offices)	44316-0001 (Zip Code)

(330) 796-2121
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Number of Shares of Common Stock,
Without Par Value, Outstanding at June 30, 2011: 244,361,075

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
EX-4.1
EX-10.1
EX-12.1
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions, except per share amounts)	2011		2010		2011		2010
NET SALES	$	5,620	$	4,528	$	11,022	$	8,798
Cost of Goods Sold		4,572		3,686		9,033		7,142
Selling, Administrative and General Expense		753		670		1,421		1,275
Rationalizations (Note 2)		46		6		55		8
Interest Expense		81		77		155		151
Other Expense (Note 3)		48		7		52		111
Income before Income Taxes		120		82		306		111
United States and Foreign Taxes		64		43		126		96
Net Income		56		39		180		15
Less: Minority Shareholders’ Net Income		9		11		30		34
Goodyear Net Income (Loss)		47		28		150		(19	)
Less: Preferred Stock Dividends		7		—		7		—
Goodyear Net Income (Loss) available to Common Shareholders	$	40	$	28	$	143	$	(19	)
Goodyear Net Income (Loss) available to Common Shareholders — Per Share of Common Stock
Basic	$	0.16	$	0.11	$	0.58	$	(0.08	)
Weighted Average Shares Outstanding (Note 6)		244		242		244		242
Diluted	$	0.16	$	0.11	$	0.57	$	(0.08	)
Weighted Average Shares Outstanding (Note 6)		247		244		262		242

The accompanying notes are an integral part of these consolidated financial statements.

-1-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except share data)	June 30,			December 31,
	2011			2010
Assets:
Current Assets:
Cash and Cash Equivalents	$	1,804		$	2,005
Accounts Receivable, less Allowance — $112 ($106 in 2010)		3,539			2,736
Inventories:
Raw Materials		969			706
Work in Process		207			168
Finished Products		2,856			2,103
		4,032			2,977
Prepaid Expenses and Other Current Assets		401			327
Total Current Assets		9,776			8,045
Goodwill		720			683
Intangible Assets		161			161
Deferred Income Taxes		48			58
Other Assets		489			518
Property, Plant and Equipment Less Accumulated Depreciation — $8,974 ($8,807 in 2010)		6,448			6,165
Total Assets	$	17,642		$	15,630
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	3,515		$	3,107
Compensation and Benefits (Note 11)		789			756
Other Current Liabilities		1,097			1,018
Notes Payable and Overdrafts (Note 8)		261			238
Long Term Debt and Capital Leases due Within One Year (Note 8)		257			188
Total Current Liabilities		5,919			5,307
Long Term Debt and Capital Leases (Note 8)		4,786			4,319
Compensation and Benefits (Note 11)		3,384			3,415
Deferred and Other Noncurrent Income Taxes		269			242
Other Long Term Liabilities		887			842
Total Liabilities		15,245			14,125
Commitments and Contingent Liabilities (Note 12)
Minority Shareholders’ Equity (Note 1)		638			584
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock, no par value:
Authorized, 50 million shares, Outstanding shares — 10 million (0 in 2010), liquidation preference $50 per share		500			—
Common Stock, no par value:
Authorized, 450 million shares, Outstanding shares — 244 million (243 million in 2010) after deducting 7 million treasury shares (8 million in 2010)		244			243
Capital Surplus		2,801			2,805
Retained Earnings		1,009			866
Accumulated Other Comprehensive Loss		(3,079	)		(3,270	)
Goodyear Shareholders’ Equity		1,475			644
Minority Shareholders’ Equity — Nonredeemable		284			277
Total Shareholders’ Equity		1,759			921
Total Liabilities and Shareholders’ Equity	$	17,642		$	15,630

The accompanying notes are an integral part of these consolidated financial statements.

-2-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three Months Ended						Six Months Ended
(In millions)	June 30,						June 30,
	2011			2010			2011			2010
Net Income	$	56		$	39		$	180		$	15
Other Comprehensive Income (Loss):
Foreign currency translation, net of tax of $(1) and $0 in 2011 ($1 and $1 in 2010)		53			(197	)		147			(251	)
Defined benefit plans:
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $(1) and $2 in 2011 ($2 and $5 in 2010)		43			41			83			82
Decrease (increase) in net actuarial losses, net of tax of $1 and $1 in 2011 ($0 and $0 in 2010)		1			(12	)		4			(13	)
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax of $1 and $1 in 2011 ($0 and $0 in 2010)		13			—			13			1
Deferred derivative loss, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)		(5	)		1			(14	)		—
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)		2			—			2			—
Unrealized investment gains (losses), net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)		6			—			5			1
Comprehensive Income (Loss)		169			(128	)		420			(165	)
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders		20			(55	)		79			(66	)
Comprehensive Income (Loss) Attributable to Goodyear Shareholders	$	149		$	(73	)	$	341		$	(99	)

The accompanying notes are an integral part of these consolidated financial statements.

-3-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

(In millions)	Six Months Ended
	June 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	180		$	15
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization		374			321
Amortization and write-off of debt issuance costs		24			10
Net rationalization charges (Note 2)		55			8
Net (gains) losses on asset sales (Note 3)		(13	)		(24	)
Pension contributions and direct payments		(106	)		(127	)
Rationalization payments		(26	)		(31	)
Venezuela currency devaluation (Note 3)		—			110
Changes in operating assets and liabilities, net of asset acquisitions and dispositions:
Accounts receivable		(701	)		(428	)
Inventories		(960	)		(592	)
Accounts payable — trade		405			502
Compensation and benefits		166			213
Other current liabilities		(28	)		67
Other assets and liabilities		(39	)		139
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES		(669	)		183
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(532	)		(358	)
Asset dispositions (Note 3)		100			18
Increase in restricted cash (Note 8)		(51	)		(37	)
Return of investment in The Reserve Primary Fund		—			24
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES		(483	)		(353	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short term debt and overdrafts incurred		64			28
Short term debt and overdrafts paid		(54	)		(49	)
Long term debt incurred		1,890			251
Long term debt paid		(1,432	)		(64	)
Proceeds from issuance of preferred stock		485			—
Common stock issued		7			1
Dividends paid to minority shareholders		(14	)		(2	)
Debt related costs and other transactions		(19	)		—
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES		927			165
Effect of exchange rate changes on cash and cash equivalents (Note 3)		24			(234	)
Net Change in Cash and Cash Equivalents		(201	)		(239	)
Cash and Cash Equivalents at Beginning of the Period		2,005			1,922
Cash and Cash Equivalents at End of the Period	$	1,804		$	1,683

The accompanying notes are an integral part of these consolidated financial statements.

-4-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by The Goodyear Tire & Rubber Company (the “Company,” “Goodyear,” “we,” “us” or “our”) in accordance with Securities and Exchange Commission rules and regulations and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”).

     We are a party to shareholder agreements concerning certain of our less-than-wholly-owned consolidated subsidiaries. Under the terms of certain of these agreements, the minority shareholders have the right to require us to purchase their ownership interests in the respective subsidiaries if there is a change in control of Goodyear or a bankruptcy of Goodyear. Accordingly, we have reported the minority equity in those subsidiaries outside of Shareholders’ Equity.

     Operating results for the three and six months ended June 30, 2011 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2011.

Recently Issued Accounting Standards

In May 2011 the Financial Accounting Standards Board (“FASB”) issued an accounting standards update with new guidance on fair value measurement and disclosure requirements. The standards update does not extend the use of fair value accounting beyond that currently required under U.S. GAAP, but instead provides guidance on the application of fair value accounting where it is already required or permitted by other standards. The standards update also requires additional disclosures related to transfers of financial instruments within the fair value hierarchy and quantitative and qualitative disclosures related to significant unobservable inputs. The standards update is effective for fiscal years beginning after December 15, 2011. We are currently assessing the impact of adopting this standard on our consolidated financial statements.

     In June 2011 the FASB issued an accounting standards update with new guidance on the presentation of other comprehensive income. The standards update eliminates the option of presenting other comprehensive income and its components in the statement of shareholders’ equity. The standards update now requires an entity to either present components of net income and other comprehensive income in one continuous statement or in two separate but consecutive statements. The standard will require us to change the presentation of other comprehensive income in our Form 10-K effective for fiscal years beginning after December 15, 2011.

Reclassifications

Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.

-5-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 2. COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS

In order to maintain our global competitiveness, we have implemented rationalization actions over the past several years to reduce high-cost manufacturing capacity and to reduce associate headcount. The net rationalization charges included in Income before Income Taxes are as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
(In millions)	2011		2010			2011			2010
New charges	$	46	$	17		$	57		$	27
Reversals		—		(11	)		(2	)		(19	)
	$	46	$	6		$	55		$	8

     The following table shows the roll-forward of our liability between periods:

	Associate-			Other
(In millions)	Related Costs			Costs			Total
Balance at December 31, 2010	$	212		$	18		$	230
2011 Charges		41			16			57
Incurred		(10	)		(18	)		(28	)
Reversed to the statement of operations		(1	)		(1	)		(2	)
Foreign currency translation		10			1			11
Balance at June 30, 2011	$	252		$	16		$	268

During the second quarter of 2011, net rationalization charges of $46 million were recorded. New charges of $46 million were comprised of $11 million for plans initiated in 2011, consisting of $10 million of associate severance costs and $1 million for other exit and non-cancelable lease costs, and $35 million for plans initiated primarily in 2010, consisting of $29 million of associate severance costs and $6 million of other exit and non-cancelable lease costs, mainly due to the July 2011 closure of our Union City, Tennessee manufacturing facility. Substantially all of the new charges relate to future cash outflows.

     During the first six months of 2011, net rationalization charges of $55 million were recorded. New charges of $57 million were comprised of $12 million for plans initiated in 2011, consisting of $11 million of associate severance costs and $1 million for other exit and non-cancelable lease costs, and $45 million for plans initiated primarily in 2010, consisting of $30 million of associate severance costs and $15 million of other exit and non-cancelable lease costs, mainly due to the July 2011 closure of our Union City, Tennessee manufacturing facility. Substantially all of the new charges relate to future cash outflows. The net charges in the first six months of 2011 also included the reversal of $2 million of charges for actions no longer needed for their originally intended purposes. Approximately 500 associates will be released under 2011 plans.

     In the first six months of 2011, $10 million was incurred for associate severance payments and $18 million was incurred for non-cancellable lease and other exit costs.

     The accrual balance of $268 million at June 30, 2011 consists of $252 million for associate severance costs that are expected to be substantially utilized within the next 12 months and $16 million primarily for long term non-cancelable lease and other exit costs. At June 30, 2011, $112 million and $118 million, respectively, of the accrual balance relates to plans associated with the closure of our Union City, Tennessee manufacturing facility and the announced discontinuation of consumer tire production at one of our facilities in Amiens, France.

     Asset write-offs and accelerated depreciation charges of $25 million and $34 million were recorded in cost of goods sold (“CGS”) in the three and six months ended June 30, 2011, respectively, and were related primarily to property and equipment in our Union City, Tennessee manufacturing facility.

     In the second quarter of 2010, net rationalization charges of $6 million were recorded. New charges of $17 million were comprised of $6 million for plans initiated in 2010 for associate severance costs and $11 million for plans initiated primarily in 2009, consisting of $2 million for associate severance costs and $9 million for other exit and non-cancelable lease costs. Substantially all of these charges related to future cash outflows. The net charges in the second quarter of 2010 also included the reversal of $11 million of charges for actions no longer needed for their originally intended purposes.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     For the first six months of 2010, net rationalization charges of $8 million were recorded. New charges of $27 million were comprised of $10 million for plans initiated in 2010, consisting of $8 million for associate severance and pension costs and $2 million for other exit and non-cancelable lease costs, and $17 million for plans initiated primarily in 2009, consisting of $3 million for associate severance costs and $14 million for other exit and non-cancelable lease costs. Substantially all of these charges related to future cash outflows. The net charges in the first six months of 2010 also included the reversal of $19 million of charges for actions no longer needed for their originally intended purposes.

     Asset write-offs and accelerated depreciation charges of $6 million and $9 million were recorded in CGS in the three and six months ended June 30, 2010, respectively, and were related primarily to the closure of our Taiwan facility.

     Less than 100 associates were released under programs initiated in 2011 and 400 associates were released under programs initiated in 2010 as of June 30, 2011.

NOTE 3. OTHER EXPENSE

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions) (Income) Expense	2011			2010			2011			2010
Net foreign currency exchange losses	$	6		$	12		$	9		$	121
Financing fees and financial instruments		63			7			72			20
General and product liability — discontinued products (Note 11)		3			7			8			11
Net (gains) losses on asset sales		(11	)		(8	)		(13	)		(24	)
Royalty income		(11	)		(9	)		(20	)		(15	)
Interest income		(3	)		(2	)		(6	)		(5	)
Miscellaneous		1			—			2			3
	$	48		$	7		$	52		$	111

Net foreign currency exchange losses in the second quarter of 2011 were $6 million, compared to $12 million in the second quarter of 2010. Foreign currency exchange losses in the first six months of 2011 were $9 million, compared to $121 million in the first six months of 2010. Losses in 2010 included a loss of $110 million resulting from the January 8, 2010 devaluation of the Venezuelan bolivar fuerte against the U.S. dollar and the establishment of a two-tier exchange rate structure. Foreign currency exchange in all periods also reflected net gains and losses resulting from the effect of exchange rate changes on various foreign currency transactions worldwide.

     Effective January 1, 2010, Venezuela’s economy was considered to be highly inflationary under U.S. generally accepted accounting principles since it experienced a rate of general inflation in excess of 100% over the latest three year period, based upon the blended Consumer Price Index and National Consumer Price Index. Accordingly, the U.S. dollar was determined to be the functional currency of our Venezuelan subsidiary. All gains and losses resulting from the remeasurement of its financial statements since January 1, 2010 were determined using official exchange rates.

     On January 8, 2010, Venezuela established a two-tier exchange rate structure for essential and non-essential goods. For essential goods the official exchange rate was 2.6 bolivares fuertes to the U.S. dollar and for non-essential goods the official exchange rate was 4.3 bolivares fuertes to the U.S. dollar. On January 1, 2011, the two-tier exchange rate structure was eliminated. For our unsettled amounts at December 31, 2010 and going forward, the official exchange rate of 4.3 bolivares fuertes to the U.S. dollar will be used for substantially all goods.

     The $110 million foreign currency exchange loss in the first quarter of 2010 primarily consisted of a $157 million remeasurement loss on bolivar-denominated net monetary assets and liabilities, including deferred taxes, at the time of the January 2010 devaluation. The loss was primarily related to cash deposits in Venezuela that were remeasured at the official exchange rate of 4.3 bolivares fuertes applicable to non-essential goods, and was partially offset by a $47 million subsidy receivable related to U.S. dollar-denominated payables that were expected to be settled at the official subsidy exchange rate of 2.6 bolivares fuertes applicable to essential goods. Since we expected these payables to be settled at the subsidy essential goods rate, we established a subsidy receivable to reflect the expected benefit to be received in the form of the difference

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

between the essential and non-essential goods exchange rates. Throughout 2010, we periodically assessed our ability to realize the benefit of the subsidy receivable and a substantial portion of purchases by our Venezuelan subsidiary had qualified and settled at the official exchange rate for essential goods. As a result of the elimination of the official subsidy exchange rate for essential goods, we recorded a foreign exchange loss of $24 million in the fourth quarter of 2010 related to the reversal of the subsidy receivable at December 31, 2010.

     Financing fees increased by $56 million due primarily to $53 million of charges in the second quarter of 2011 related to the redemption of $350 million in aggregate principal amount of our outstanding 10.5% senior notes due 2016, of which $37 million related to cash premiums paid on the redemption and $16 million related to the write-off of deferred financing fees and unamortized discount.

     General and product liability — discontinued products includes charges for claims against us related primarily to asbestos personal injury claims, net of probable insurance recoveries. We recorded $6 million and $5 million of expense related to asbestos claims in the second quarter of 2011 and 2010, respectively. In addition, we recorded $3 million of income related to probable insurance recoveries and a $2 million decrease in probable insurance recoveries in the second quarter of 2011 and 2010, respectively. We recorded $11 million and $12 million of expense related to asbestos claims in the first six months of 2011 and 2010, respectively. In addition, we recorded $5 million and $1 million of income related to probable insurance recoveries in the first six months of 2011 and 2010, respectively.

     Net gains on asset sales were $11 million in the second quarter of 2011, compared to net gains on asset sales of $8 million in the second quarter of 2010. Net gains on asset sales were $13 million in the first six months of 2011, compared to net gains on asset sales of $24 million in the first six months of 2010. Net gains on asset sales in 2011 included second quarter gains on the sale of the farm tire business in Latin American Tire and the recognition of a deferred gain from the sale of property in North American Tire. Net gains on asset sales in 2010 included a first quarter gain on the sale of land in Thailand and a second quarter gain on the recognition of a deferred gain from the sale of property in Latin American Tire.

     Royalty income is derived primarily from licensing arrangements related to divested businesses. Interest income consisted primarily of amounts earned on cash deposits.

NOTE 4. SALE OF FARM TIRE AND WIRE BUSINESSES

On December 13, 2010, we entered into agreements with Titan Tire Corporation, a subsidiary of Titan International Inc., to sell our European and Latin American farm tire businesses, including licensing agreements that will allow Titan to manufacture and sell Goodyear-brand farm tires in Europe, Latin America and North America. The Latin American portion of the transaction was completed on April 1, 2011. Proceeds from the sale were $99 million, before withholding taxes of $5 million and subject to post-closing adjustments. We recorded a pre-tax gain of $6 million on the sale in the second quarter of 2011. The European portion of the transaction, which has not yet been completed, is subject to the exercise of a put option by us following completion of a social plan related to the previously announced discontinuation of consumer tire production at one of our facilities in Amiens, France and required consultation with various works councils. The put option expires on November 30, 2011. The purchase price for the European portion of the transaction is now expected to be €12.3 million (approximately $18 million) in cash, subject to post-closing adjustments.

     The assets and liabilities of the Latin American farm tire business were classified as held-for-sale at December 31, 2010. The carrying amount of the net assets at that date totaled $33 million, and included $44 million of property, plant and equipment, $16 million of inventories, $14 million of deferred income, $10 million of compensation and benefit liabilities, and $5 million of deferred income taxes. Due to uncertainty surrounding the timing of the completion of the Amiens social plan, the European business was classified as held-and-used at June 30, 2011 and at December 31, 2010. The long-lived assets of the European business did not have identifiable cash flows that were largely independent of other assets and liabilities and, accordingly, were tested for impairment at the reporting unit level. No impairment was indicated as a result of that testing. Additionally, the remaining useful life and estimated residual value of the long-lived assets were reviewed and no modifications were indicated as a result of that review.

     On June 8, 2011, we entered into agreements with Hyosung Corporation to sell our steel tire cord (wire) manufacturing business. The transaction consisted primarily of inventories and manufacturing equipment at our facilities in Asheboro, North Carolina and Colmar-Berg, Luxembourg, and a licensing agreement allowing Hyosung to use certain of our patents and know-how associated with the acquired business. In addition, we entered into an agreement under which Hyosung will supply us with finished wire products. The transaction was completed on July 1, 2011. Proceeds from the sale

-8-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

were $50 million, subject to post-closing adjustments. We expect to record a small gain on the sale in the third quarter of 2011. The assets and liabilities of the wire business totaled $24 million at June 30, 2011 and were classified as held-for-sale at that date.

NOTE 5. INCOME TAXES

In the second quarter of 2011, we recorded tax expense of $64 million on income before income taxes of $120 million. For the first six months of 2011, we recorded tax expense of $126 million on income before income taxes of $306 million. Income tax expense for the first six months of 2011 was unfavorably impacted by $18 million due primarily to the settlement of prior tax years and to increased tax reserves as a result of negative tax court rulings in a foreign jurisdiction. In the second quarter of 2010, we recorded tax expense of $43 million on income before income taxes of $82 million. For the first six months of 2010, we recorded tax expense of $96 million on income before income taxes of $111 million. Income tax expense for the first six months of 2010 was favorably impacted by $4 million due to various discrete items.

     We continue to maintain a full valuation allowance against our net Federal and state deferred tax assets, however this did not have a significant impact on the consolidated effective tax rate for the first six months of 2011 due to the near break-even income before income taxes in the U.S. For the first six months of 2010, the difference between our effective tax rate and the U.S statutory rate was primarily attributable to maintaining a full valuation allowance against our net Federal and state deferred tax assets.

     At January 1, 2011, we had unrecognized tax benefits of $87 million that, if recognized, would have a favorable impact on our tax expense of $81 million. We had accrued interest of $13 million as of January 1, 2011. If not favorably settled, $23 million of the unrecognized tax benefits and $13 million of the accrued interest would require the use of our cash. It is reasonably possible that our unrecognized tax benefits may change during the next 12 months. However, we do not expect changes during the next 12 months to have a significant impact on our financial position or results of operations.

     Generally, years beginning after 2004 are still open to examination by foreign taxing authorities, and in Germany, we are open to examination from 2006 onward. In the United States, we are open to examination from 2010 onward.

-9-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 6. EARNINGS (LOSS) PER SHARE

Basic earnings per share are computed based on the weighted average number of common shares outstanding. Diluted earnings per share are calculated to reflect the potential dilution that could occur if securities or other contracts were exercised or converted into common stock.

          Basic and diluted earnings per common share are calculated as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions, except per share amounts)	2011		2010		2011		2010
Earnings per share — basic:
Goodyear net income (loss)	$	47	$	28	$	150	$	(19	)
Less: Preferred stock dividends		7		—		7		—
Goodyear net income (loss) available to common shareholders	$	40	$	28	$	143	$	(19	)
Weighted average shares outstanding		244		242		244		242
Earnings per common share — basic	$	0.16	$	0.11	$	0.58	$	(0.08	)
Earnings per share — diluted:
Goodyear net income (loss)	$	47	$	28	$	150	$	(19	)
Less: Preferred stock dividends		7		—		—		—
Goodyear net income (loss) available to common shareholders	$	40	$	28	$	150	$	(19	)
Weighted average shares outstanding		244		242		244		242
Dilutive effect of mandatory convertible preferred stock		—		—		15		—
Dilutive effect of stock options and other dilutive securities		3		2		3		—
Weighted average shares outstanding — diluted		247		244		262		242
Earnings per common share — diluted	$	0.16	$	0.11	$	0.57	$	(0.08	)

Weighted average shares outstanding — diluted excludes the effect of approximately 30 million equivalent shares for the three months ended June 30, 2011 related to the mandatory convertible preferred stock as their inclusion would have been anti-dilutive. In addition, Goodyear net income used to compute earnings per common share — diluted for the three months ended June 30, 2011 is reduced by $7 million of preferred stock dividends since the inclusion of the related shares of preferred stock would have been anti-dilutive. Additionally, weighted average shares outstanding — diluted excludes approximately 6 million and 7 million equivalent shares for the three and six months ended June 30, 2011, respectively, related to options with exercise prices greater than the average market price of our common shares (i.e. “underwater” options).

          Weighted average shares outstanding — diluted excludes approximately 5 million equivalent shares for the six months ended June 30, 2010 related to options with exercise prices less than the average market price of our common shares (i.e., “in-the-money” options), as their inclusion would have been anti-dilutive due to the Goodyear net loss. Additionally, weighted average shares outstanding — diluted excludes approximately 12 million and 11 million equivalent shares for the three and six months ended June 30, 2010, respectively, related to options with exercise prices greater than the average market price of our common shares (i.e., “underwater” options).

-10-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 7. BUSINESS SEGMENTS

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions)	2011			2010			2011			2010
Sales:
North American Tire	$	2,411		$	2,049		$	4,718		$	3,828
Europe, Middle East and Africa Tire		1,943			1,455			3,902			2,984
Latin American Tire		640			529			1,225			1,007
Asia Pacific Tire		626			495			1,177			979
Net Sales	$	5,620		$	4,528		$	11,022		$	8,798
Segment Operating Income:
North American Tire	$	137		$	16		$	177		$	2
Europe, Middle East and Africa Tire		126			73			279			182
Latin American Tire		54			66			121			142
Asia Pacific Tire		65			64			132			133
Total Segment Operating Income		382			219			709			459
Rationalizations		(46	)		(6	)		(55	)		(8	)
Interest expense		(81	)		(77	)		(155	)		(151	)
Other expense		(48	)		(7	)		(52	)		(111	)
Asset write-offs and accelerated depreciation		(25	)		(6	)		(34	)		(9	)
Corporate incentive compensation plans		(21	)		(20	)		(35	)		(27	)
Pension curtailments/settlements		(11	)		—			(11	)		—
Intercompany profit elimination		(2	)		7			(11	)		(2	)
Other		(28	)		(28	)		(50	)		(40	)
Income before Income Taxes	$	120		$	82		$	306		$	111

Rationalizations, as described in Note 2, Costs Associated with Rationalization Programs, net gains on asset sales, as described in Note 3, Other Expense, and asset write-offs and accelerated depreciation are not charged (credited) to the strategic business units (“SBUs”) for performance evaluation purposes, but were attributable to the SBUs as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2011			2010			2011			2010
Rationalizations:
North American Tire	$	34		$	(1	)	$	40		$	5
Europe, Middle East and Africa Tire		6			(1	)		7			(7	)
Latin American Tire		—			1			—			3
Asia Pacific Tire		6			7			8			8
Total Segment Rationalizations		46			6			55			9
Corporate		—			—			—			(1	)
	$	46		$	6		$	55		$	8
Net Gains on Asset Sales:
North American Tire	$	(5	)	$	(1	)	$	(5	)	$	(1	)
Europe, Middle East and Africa Tire		(1	)		—			(2	)		(1	)
Latin American Tire		(3	)		(7	)		(4	)		(7	)
Asia Pacific Tire		—			—			—			(15	)
Total Segment Asset Sales		(9	)		(8	)		(11	)		(24	)
Corporate		(2	)		—			(2	)		—
	$	(11	)	$	(8	)	$	(13	)	$	(24	)

-11-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2011		2010		2011		2010
Asset Write-offs and Accelerated Depreciation:
North American Tire	$	24	$	—	$	32	$	1
Europe, Middle East and Africa Tire		—		1		—		1
Asia Pacific Tire		1		5		2		7
Total Segment Asset Write-offs and Accelerated Depreciation	$	25	$	6	$	34	$	9

NOTE 8. FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

At June 30, 2011, we had total credit arrangements of $8,105 million, of which $2,398 million were unused. At that date, 44% of our debt was at variable interest rates averaging 4.15%.

Notes Payable and Overdrafts, Long Term Debt and Capital Leases due Within One Year and Short Term Financing Arrangements

At June 30, 2011, we had short term committed and uncommitted credit arrangements totaling $638 million, of which $377 million were unused. These arrangements are available primarily to certain of our international subsidiaries through various banks at quoted market interest rates. There are no commitment fees associated with these arrangements.

          The following table presents amounts due within one year:

	June 30,			December 31,
(In millions)	2011			2010
Notes payable and overdrafts	$	261		$	238
Weighted average interest rate		5.32	%		4.56	%
Long term debt and capital leases due within one year:
Other domestic and international debt (including capital leases)	$	257		$	188
Weighted average interest rate		10.03	%		8.77	%
Total obligations due within one year	$	518		$	426

-12-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Long Term Debt and Capital Leases and Financing Arrangements

At June 30, 2011, we had long term credit arrangements totaling $7,467 million, of which $2,021 million were unused.

          The following table presents long term debt and capital leases, net of unamortized discounts, and interest rates:

	June 30, 2011						December 31, 2010
				Interest						Interest
(In millions)	Amount			Rate			Amount			Rate
Notes:
10.5% due 2016	$	629					$	966
6.75% Euro Notes due 2019		362						—
8.25% due 2020		994						993
8.75% due 2020		264						263
7% due 2028		149						149
Credit Facilities:
$1.5 billion first lien revolving credit facility due 2013		—			—			—			—
$1.2 billion second lien term loan facility due 2014		1,200			1.94	%		1,200			1.96	%
€400 million revolving credit facility due 2016		138			3.82	%		—			—
Pan-European accounts receivable facility due 2015		463			3.99	%		319			3.73	%
Chinese credit facilities		329			5.74	%		153			5.45	%
Other domestic and international debt(1)		496			9.88	%		446			9.04	%
		5,024						4,489
Capital lease obligations		19						18
		5,043						4,507
Less portion due within one year		(257	)					(188	)
	$	4,786					$	4,319

(1) Interest rates are weighted average interest rates.

NOTES

€250 Million 6.75% Senior Notes due 2019 of Goodyear Dunlop Tires Europe B.V. (“GDTE”)

On April 20, 2011, GDTE issued €250 million aggregate principal amount of 6.75% senior notes due 2019. These notes were sold at 100% of the principal amount and will mature on April 15, 2019. These notes are unsecured senior obligations of GDTE and are guaranteed, on an unsecured senior basis, by the Company and our U.S. and Canadian subsidiaries that also guarantee our obligations under our senior secured credit facilities described below.

          We have the option to redeem these notes, in whole or in part, at any time on or after April 15, 2015 at a redemption price of 103.375%, 101.688% and 100% during the 12-month periods commencing on April 15, 2015, 2016 and 2017 and thereafter, respectively, plus accrued and unpaid interest to the redemption date. Prior to April 15, 2015, we may redeem these notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a make-whole premium and accrued and unpaid interest to the redemption date. In addition, prior to April 15, 2014, we may redeem up to 35% of the original aggregate principal amount of these notes from the net cash proceeds of certain equity offerings at a redemption price equal to 106.75% of the principal amount plus accrued and unpaid interest to the redemption date.

          The terms of the indenture for these notes, among other things, limit the ability of the Company and certain of its subsidiaries, including GDTE, to incur additional debt or issue redeemable preferred stock, pay dividends or make certain other restricted payments or investments, incur liens, sell assets, incur restrictions on the ability of the Company’s subsidiaries to pay dividends to the Company, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of their assets. These covenants are subject to significant exceptions and qualifications. For example, if these notes are assigned an investment grade rating by Moody’s and Standard & Poor’s and no default has occurred or is continuing, certain covenants will be suspended. The indenture has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

-13-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Partial Redemption of 10.5% Senior Notes due 2016

On May 27, 2011, we redeemed $350 million in aggregate principal amount of our outstanding 10.5% senior notes due 2016 at an aggregate redemption price of $387 million, including a $37 million prepayment premium, plus accrued and unpaid interest to the redemption date. We also recorded $16 million of expense for the write-off of unamortized discounts and deferred financing fees as a result of the redemption.

CREDIT FACILITIES

$1.5 Billion Amended and Restated First Lien Revolving Credit Facility due 2013

This facility is available in the form of loans or letters of credit, with letter of credit availability limited to $800 million. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to $250 million. Our obligations under the facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries. Our obligations under the facility and our subsidiaries’ obligations under the related guarantees are secured by first priority security interests in a variety of collateral.

          This facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our financial condition since December 31, 2006. This facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

          At June 30, 2011, we had no borrowings and $415 million of letters of credit issued under the revolving credit facility. At December 31, 2010, we had no borrowings and $474 million of letters of credit issued under the revolving credit facility.

$1.2 Billion Amended and Restated Second Lien Term Loan Facility due 2014

Our obligations under this facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries and are secured by second priority security interests in the same collateral securing the $1.5 billion first lien revolving credit facility. At June 30, 2011 and December 31, 2010, this facility was fully drawn.

     This facility has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

€400 Million Amended and Restated Senior Secured European Revolving Credit Facility due 2016

On April 20, 2011, we amended and restated our existing €505 million European revolving credit facility. Significant changes to that facility include the extension of the maturity to 2016, the reduction of the available commitments thereunder from €505 million to €400 million and a decrease of the commitment fee by 12.5 basis points to 50 basis points. Loans will bear interest at LIBOR plus 250 basis points for loans denominated in U.S. dollars or pounds sterling and EURIBOR plus 250 basis points for loans denominated in euros.

          The facility consists of (i) a €100 million German tranche that is available only to Goodyear Dunlop Tires Germany GmbH (the “German borrower”) and (ii) a €300 million all-borrower tranche that is available to GDTE, the German borrower and certain of GDTE’s other subsidiaries. Up to €50 million in letters of credit are available for issuance under the all-borrower tranche.

-14-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     GDTE and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany provide guarantees to support the facility. GDTE’s obligations under the facility and the obligations of its subsidiaries under the related guarantees are secured by security interests in collateral that includes, subject to certain exceptions:

• the capital stock of the principal subsidiaries of GDTE; and

• a substantial portion of the tangible and intangible assets of GDTE and GDTE’s subsidiaries in the United Kingdom, Luxembourg, France and Germany, including certain accounts receivable, inventory, real property, equipment, contract rights and cash accounts, but excluding certain accounts receivable and cash accounts in subsidiaries that are or may become parties to securitization programs.

The German guarantors secure the German tranche on a first-lien basis and the all-borrower tranche on a second-lien basis. GDTE and its other subsidiaries that provide guarantees secure the all-borrower tranche on a first-lien basis and do not provide collateral support for the German tranche. The Company and its U.S. and Canadian subsidiaries that guarantee our U.S. senior secured credit facilities also provide unsecured guarantees in support of the facility.

          The facility, which matures on April 20, 2016, contains covenants similar to those in our first lien revolving credit facility, with additional limitations applicable to GDTE and its subsidiaries. In addition, under the facility, GDTE’s ratio of Consolidated Net J.V. Indebtedness to Consolidated European J.V. EBITDA for a period of four consecutive fiscal quarters is not permitted to be greater than 3.0 to 1.0 at the end of any fiscal quarter. Consolidated Net J.V. Indebtedness is determined net of the sum of (1) cash and cash equivalents in excess of $100 million held by GDTE and its subsidiaries, (2) cash and cash equivalents in excess of $150 million held by the Company and its U.S. subsidiaries and (3) availability under our first lien revolving credit facility if available borrowings under our first lien revolving credit facility plus Available Cash (as defined thereunder) is equal to or greater than $150 million and the conditions to borrowing thereunder are met. Consolidated Net J.V. Indebtedness also excludes loans from other consolidated Goodyear entities. “Consolidated Net J.V. Indebtedness” and “Consolidated European J.V. EBITDA” have the meanings given them in the facility.

          The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our financial condition since December 31, 2010. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

          At June 30, 2011, there were no borrowings outstanding under the German tranche and $138 million (€95 million) was outstanding under the all-borrower tranche. At December 31, 2010, there were no borrowings under the revolving credit facility. Letters of credit issued under the all-borrower tranche totaled $7 million (€5 million) at June 30, 2011 and $12 million (€9 million) at December 31, 2010.

International Accounts Receivable Securitization Facilities (On-Balance Sheet)

GDTE and certain of its subsidiaries are parties to a pan-European accounts receivable securitization facility that provides up to €450 million of funding and expires in 2015. Utilization under this facility is based on current available receivable balances. The facility is subject to customary annual renewal of back-up liquidity commitments.

          The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GDTE subsidiaries to a bankruptcy-remote French company controlled by one of the liquidity banks in the facility. These subsidiaries retain servicing responsibilities. At June 30, 2011 and December 31, 2010, the amount available, and fully utilized under this program, totaled $463 million (€320 million) and $319 million (€238 million), respectively. The program did not qualify for sale accounting, and accordingly, these amounts are included in Long term debt and capital leases.

          In addition to the pan-European accounts receivable securitization facility discussed above, subsidiaries in Australia have an accounts receivable securitization program totaling $83 million and $72 million at June 30, 2011 and December 31, 2010, respectively. The receivables sold under this program also serve as collateral for the related facility. We retain the risk of loss related to these receivables in the event of non-payment. These amounts are included in Notes payable and overdrafts.

-15-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

          For a description of the collateral securing the facilities described above as well as the covenants applicable to them, refer to the Note to the Consolidated Financial Statements No. 12, Financing Arrangements and Derivative Financial Instruments, in our 2010 Form 10-K.

Other Foreign Credit Facilities

Our Chinese subsidiary has two financing agreements in China. At June 30, 2011, these non-revolving credit facilities had total unused availability of 1.5 billion renminbi ($231 million) and can only be used to finance the relocation and expansion of our manufacturing facilities in China. The facilities contain covenants relating to our Chinese subsidiary and have customary representations and warranties and defaults relating to our Chinese subsidiary’s ability to perform its obligations under the facilities. One of the facilities (with 1.1 billion renminbi of unused availability at June 30, 2011) matures in 2016 and principal amortization begins in 2013. There were $194 million and $99 million of borrowings outstanding under this facility at June 30, 2011 and December 31, 2010, respectively. The other facility (with 0.4 billion renminbi of unused availability at June 30, 2011) matures in 2018 and principal amortization begins in 2015. There were $135 million and $54 million of borrowings outstanding under this facility at June 30, 2011 and December 31, 2010, respectively. Restricted cash of $33 million and $8 million was related to funds obtained under these credit facilities at June 30, 2011 and December 31, 2010, respectively.

OTHER DOMESTIC DEBT

Global and North American Tire Headquarters

On April 13, 2011, we entered into agreements for the construction of a new Global and North American Tire Headquarters facility in Akron, Ohio. We concurrently entered into an agreement to occupy the facility under a 27-year lease, including the two-year construction period. Due to our continuing involvement with the financing during construction, we will record a non-cash increase to fixed assets and financing liabilities on our Consolidated Balance Sheet as costs are incurred during the construction period. The total cost of the project is expected to be $160 million, of which approximately $60 million will be funded by government financing and incentives. The total financing liability is expected to approximate $100 million, of which $6 million has been recorded in Long term debt and capital leases at June 30, 2011.

DERIVATIVE FINANCIAL INSTRUMENTS

We utilize derivative financial instrument contracts and nonderivative instruments to manage interest rate, foreign exchange and commodity price risks. We have established a control environment that includes policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. We do not hold or issue derivative financial instruments for trading purposes.

Foreign Currency Contracts

We will enter into foreign currency contracts in order to manage the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade receivables and payables, equipment acquisitions, intercompany loans, royalty agreements and forecasted purchases and sales. Contracts hedging short term trade receivables and payables normally have no hedging designation.

-16-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The following table presents fair values for foreign currency contracts not designated as hedging instruments:

	June 30,			December 31,
(In millions)	2011			2010
Fair Values — asset (liability):
Accounts receivable	$	12		$	25
Other assets		1			1
Other current liabilities		(14	)		(15	)

At June 30, 2011 and December 31, 2010, these outstanding foreign currency derivatives had notional amounts of $1,393 million and $1,324 million, respectively, and were primarily related to intercompany loans. Other Expense included net transaction losses of $4 million and $39 million for the three and six months ended June 30, 2011, respectively, compared to net transaction gains of $64 million and $97 million for the three and six months ended June 30, 2010, respectively, on foreign currency derivatives. These amounts were substantially offset in Other Expense by the effect of changing exchange rates on the underlying currency exposures.

     The following table presents fair values for foreign currency contracts designated as cash flow hedging instruments:

	June 30,			December 31,
(In millions)	2011			2010
Fair Values — asset (liability):
Other current liabilities	$	(9	)	$	(2	)

At June 30, 2011 and December 31, 2010, these outstanding foreign currency derivatives had notional amounts of $231 million and $75 million, respectively, and primarily related to intercompany transactions. Amounts deferred to Accumulated Other Comprehensive Loss (“AOCL”) included losses of $5 million and $14 million for the three and six months ended June 30, 2011, respectively, and a deferred gain of $1 million for the three months ended June 30, 2010. There were no amounts deferred to AOCL for the six months ended June 30, 2010. For the three and six months ended June 30, 2011 deferred losses of $2 million were reclassified from AOCL into CGS. There were no deferred losses reclassified from AOCL into CGS in the three and six months ended June 30, 2010. The estimated net amount of the deferred losses on June 30, 2011 that is expected to be reclassified to earnings within the next twelve months is $15 million.

     The counterparties to our foreign currency contracts were substantial and creditworthy multinational commercial banks or other financial institutions that are recognized market makers. We control our credit exposure by diversifying across multiple counterparties and by setting counterparty credit limits based on long term credit ratings and other indicators of counterparty credit risk such as credit default swap spreads. We also enter into master netting agreements with counterparties when possible. Based on our analysis, we consider the risk of counterparty nonperformance associated with these contracts to be remote. However, the inability of a counterparty to fulfill its obligations when due could have a material adverse effect on our consolidated financial position, results of operations or liquidity in the period in which it occurs.

NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheet at June 30, 2011 and December 31, 2010:

					Quoted Prices in
	Total Carrying				Active Markets for								Significant
	Value in the				Identical				Significant Other				Unobservable
	Consolidated				Assets/Liabilities				Observable Inputs				Inputs
	Balance Sheet				(Level 1)				(Level 2)				(Level 3)
(In millions)	2011		2010		2011		2010		2011		2010		2011		2010
Assets:
Investments	$	44	$	38	$	44	$	38	$	—	$	—	$	—	$	—
Foreign Exchange Contracts		13		26		—		—		11		25		2		1
Total Assets at Fair Value	$	57	$	64	$	44	$	38	$	11	$	25	$	2	$	1
Liabilities:
Foreign Exchange Contracts	$	23	$	17	$	—	$	—	$	23	$	17	$	—	$	—
Total Liabilities at Fair Value	$	23	$	17	$	—	$	—	$	23	$	17	$	—	$	—

-17-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Derivative financial instrument valuations classified as Level 3 included embedded currency derivatives in long-dated operating leases. The valuation of the embedded currency derivatives is based on an extrapolation of forward rates to the assumed expiration of the leases. Realized and unrealized gains and losses related to the embedded currency derivatives are included in Other Expense.

     The following table presents supplemental fair value information about long term fixed rate and variable rate debt, excluding capital leases, at June 30, 2011 and December 31, 2010. The fair value was estimated using quoted market prices or discounted future cash flows.

	June 30,		December 31,
(In millions)	2011		2010
Fixed Rate Debt:
Carrying amount — liability	$	2,873	$	2,691
Fair value — liability		3,018		2,791
Variable Rate Debt:
Carrying amount — liability	$	2,151	$	1,798
Fair value — liability		2,085		1,770

NOTE 10. PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS

We provide employees with defined benefit pension or defined contribution savings plans.

     Defined benefit pension cost follows:

	U.S.						U.S.
	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions)	2011			2010			2011			2010
Service cost — benefits earned during the period	$	10		$	10		$	21		$	20
Interest cost on projected benefit obligation		70			73			141			148
Expected return on plan assets		(76	)		(70	)		(153	)		(140	)
Amortization of: — prior service cost		6			7			12			15
— net losses		33			33			67			66
Net periodic pension cost		43			53			88			109
Curtailments/settlements/termination benefits		11			—			11			—
Total defined benefit pension cost	$	54		$	53		$	99		$	109

	Non-U.S.						Non-U.S.
	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions)	2011			2010			2011			2010
Service cost — benefits earned during the period	$	8		$	6		$	16		$	13
Interest cost on projected benefit obligation		38			35			76			72
Expected return on plan assets		(33	)		(30	)		(66	)		(62	)
Amortization of: — prior service cost		1			1			1			1
— net losses		9			8			19			17
Net periodic pension cost		23			20			46			41
Curtailments/settlements/termination benefits		1			—			—			1
Total defined benefit pension cost	$	24		$	20		$	46		$	42

During the second quarter of 2011, we recognized a settlement charge of $11 million related to one of our U.S. pension plans. This settlement charge resulted from total lump sum payments through June 30, 2011 exceeding estimated annual service and interest cost for the plan.

-18-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     We expect to contribute approximately $250 million to $300 million to our funded U.S. and non-U.S. pension plans in 2011. For the three and six months ended June 30, 2011, we contributed $10 million and $18 million, respectively, to our non-U.S. plans and for the three and six months ended June 30, 2011, we contributed $51 million to our U.S. plans.

     The expense recognized for our contributions to defined contribution savings plans was $25 million and $21 million for the three months ended June 30, 2011 and 2010, respectively, and $51 million and $46 million for the six months ended June 30, 2011 and 2010, respectively.

     We provide certain U.S. employees and employees at certain non-U.S. subsidiaries with health care benefits or life insurance benefits upon retirement. Postretirement benefit cost for the three months ended June 30, 2011 and 2010 was $2 million and $9 million, which includes a $7 million adjustment in 2010 for participant data related to prior periods, respectively, and $5 million and $11 million for the six months ended June 30, 2011 and 2010, respectively.

NOTE 11. STOCK COMPENSATION PLANS

Our Board of Directors granted 1.5 million stock options and 0.1 million performance share units during the six months ended June 30, 2011 under our 2008 Performance Plan. The 2008 Performance Plan will expire on April 8, 2018. The weighted average exercise price per share and weighted average fair value per share of the stock option grants during the six months ended June 30, 2011 were $13.97 and $6.95, respectively. We estimated the fair value of the stock options using the following assumptions in our Black-Scholes model:

Expected term: 6.25 years

Interest rate: 2.45%

Volatility: 48.50%

Dividend yield: Nil

     We measure the fair value of grants of performance share units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants. The weighted average fair value per share was $15.58 for grants made during the six months ended June 30, 2011.

     We recognized stock-based compensation expense of $6 million and $12 million during the three and six months ended June 30, 2011, respectively. At June 30, 2011, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $31 million and is expected to be recognized over the remaining vesting period of the respective grants, through June 30, 2015. We recognized stock-based compensation expense of $4 million and $7 million during the three and six months ended June 30, 2010, respectively.

NOTE 12. COMMITMENTS AND CONTINGENT LIABILITIES

At June 30, 2011, we had binding commitments for raw materials, capital expenditures, utilities, and various other types of contracts. Total commitments on contracts that extend beyond June 30, 2012 are expected to total approximately $2.4 billion. In addition, we have other contractual commitments, the amounts of which cannot be estimated, pursuant to certain long-term agreements under which we will purchase varying amounts of certain raw materials and finished goods at agreed upon base prices that may be subject to periodic adjustments for changes in raw material costs and market price adjustments, or in quantities that may be subject to periodic adjustments for changes in our or our suppliers’ production levels.

Environmental Matters

We have recorded liabilities totaling $47 million and $44 million at June 30, 2011 and December 31, 2010, respectively, for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by us. Of these amounts, $11 million and $12 million were included in Other Current Liabilities at June 30, 2011 and December 31, 2010, respectively. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities, and will be paid over several years. The amount of our ultimate liability in respect of these matters may be affected by several uncertainties, primarily the ultimate cost of required remediation and the extent to which other responsible parties contribute. We have limited potential insurance coverage for future environmental claims.

-19-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Workers’ Compensation

We have recorded liabilities, on a discounted basis, totaling $307 million and $291 million for anticipated costs related to workers’ compensation at June 30, 2011 and December 31, 2010, respectively. Of these amounts, $70 million and $71 million were included in Current Liabilities as part of Compensation and Benefits at June 30, 2011 and December 31, 2010, respectively. The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information with respect to pending claims, historical experience, and current cost trends. The amount of our ultimate liability in respect of these matters may differ from these estimates. We periodically, and at least annually, update our loss development factors based on actuarial analyses. At June 30, 2011 and December 31, 2010, the liability was discounted using a risk-free rate of return.

General and Product Liability and Other Litigation

We have recorded liabilities totaling $303 million and $328 million, including related legal fees expected to be incurred, for potential product liability and other tort claims presently asserted against us at June 30, 2011 and December 31, 2010, respectively. Of these amounts, $50 million and $91 million were included in Other Current Liabilities at June 30, 2011 and December 31, 2010, respectively. The amounts recorded were estimated based on an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends. The amount of our ultimate liability in respect of these matters may differ from these estimates. The decrease in the liability from December 31, 2010 was due primarily to payment in 2011 of an unfavorable judgment from 2010.

Asbestos. We are a defendant in numerous lawsuits alleging various asbestos-related personal injuries purported to result from alleged exposure to certain asbestos products manufactured by us or present in certain of our facilities. Typically, these lawsuits have been brought against multiple defendants in state and Federal courts. To date, we have disposed of approximately 92,700 claims by defending and obtaining the dismissal thereof or by entering into a settlement. The sum of our accrued asbestos-related liability and gross payments to date, including legal costs, totaled approximately $374 million through June 30, 2011 and $365 million through December 31, 2010.

     A summary of recent approximate asbestos claims activity follows. Because claims are often filed and disposed of by dismissal or settlement in large numbers, the amount and timing of settlements and the number of open claims during a particular period can fluctuate significantly. The passage of tort reform laws and creation of deferred dockets for non-malignancy claims in several states has contributed to a decline in the number of claims filed in recent years.

	Six Months Ended			Year Ended
(Dollars in millions)	June 30, 2011			December 31, 2010
Pending claims, beginning of period		83,700			90,200
New claims filed		1,000			1,700
Claims settled/dismissed		(2,000	)		(8,200	)
Pending claims, end of period		82,700			83,700
Payments (1)	$	9		$	26

(1) Represents amount spent by us and our insurers on asbestos litigation defense and claim resolution.

     We periodically, and at least annually, review our existing reserves for pending claims, including a reasonable estimate of the liability associated with unasserted asbestos claims, and estimate our receivables from probable insurance recoveries. We had recorded gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $128 million and $126 million at June 30, 2011 and December 31, 2010, respectively. At June 30, 2011, we estimate that it is reasonably possible that our gross liabilities, net of our estimate for probable insurance recoveries, could exceed our recorded amounts by approximately $10 million.

     We recorded a receivable related to asbestos claims of $68 million and $67 million as of June 30, 2011 and December 31, 2010, respectively. We expect that approximately 50% of asbestos claim related losses would be recoverable through insurance through the period covered by the estimated liability. Of these amounts, $9 million and $8 million were included in Current Assets as part of Accounts Receivable at June 30, 2011 and December 31, 2010, respectively. The recorded receivable consists of an amount we expect to collect under coverage-in-place agreements with certain primary carriers as well as an amount we believe is probable of recovery from certain of our excess coverage insurance carriers.

-20-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     We believe that, at June 30, 2011, we had approximately $170 million in aggregate limits of excess level policies potentially applicable to indemnity payments for asbestos products claims, in addition to limits of available primary insurance policies. Some of these excess policies provide for payment of defense costs in addition to indemnity limits. A portion of the availability of the excess level policies is included in the $68 million insurance receivable recorded at June 30, 2011. We also had approximately $14 million in aggregate limits for products claims, as well as coverage for premise claims on a per occurrence basis, and defense costs available with our primary insurance carriers through coverage-in-place agreements at June 30, 2011.

     With respect to both asserted and unasserted claims, it is reasonably possible that we may incur a material amount of cost in excess of the current reserve, however, such amounts cannot be reasonably estimated. Coverage under insurance policies is subject to varying characteristics of asbestos claims including, but not limited to, the type of claim (premise vs. product exposure), alleged date of first exposure to our products or premises and disease alleged. Depending upon the nature of these characteristics, as well as the resolution of certain legal issues, some portion of the insurance may not be accessible by us.

Other Actions. We are currently a party to various claims and legal proceedings in addition to those noted above. If management believes that a loss arising from these matters is probable and can reasonably be estimated, we record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include monetary damages or an injunction prohibiting us from selling one or more products. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which the ruling occurs, or in future periods.

Income Tax Matters

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize tax benefits to the extent that it is more likely than not that our positions will be sustained when challenged by the taxing authorities. We derecognize tax benefits when based on new information we determine that it is no longer more likely than not that our position will be sustained. To the extent we prevail in matters for which liabilities have been established, or determine we need to derecognize tax benefits recorded in prior periods, or we are required to pay amounts in excess of our liabilities, our effective tax rate in a given period could be materially affected. An unfavorable tax settlement would require use of our cash, and result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement would be recognized as a reduction in our effective tax rate in the period of resolution.

Guarantees

We have off-balance sheet financial guarantees written and other commitments totaling approximately $133 million at June 30, 2011, compared to $26 million at December 31, 2010. The increase primarily relates to our obligations in connection with the financing of the construction of our new Global and North American Tire Headquarters facility. In addition, we will from time to time issue guarantees to financial institutions or other entities on behalf of certain of our affiliates, lessors or customers. Normally there is no separate premium received by us as consideration for the issuance of guarantees. We also generally do not require collateral in connection with the issuance of these guarantees. If our performance under these guarantees is triggered by non-payment or another specified event, we would be obligated to make payment to the financial institution or the other entity, and would typically have recourse to the assets of the affiliate, lessor or customer. The guarantees expire at various times through 2023. We are unable to estimate the extent to which our affiliates’, lessors’ or customers’ assets would be adequate to recover any payments made by us under the related guarantees.

-21-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 13. MANDATORY CONVERTIBLE PREFERRED STOCK

On March 31, 2011, we issued 10,000,000 shares of our 5.875% mandatory convertible preferred stock, without par value and with an initial liquidation preference of $50.00 per share, at a price of $50.00 per share. Quarterly dividends on each share of the mandatory convertible preferred stock will accrue at a rate of 5.875% per year on the initial liquidation preference of $50.00 per share. Dividends will accrue and accumulate from the date of issuance and, to the extent that we are legally permitted to pay a dividend and the board of directors declares a dividend payable, we will pay dividends in cash on January 1, April 1, July 1 and October 1 of each year, commencing on July 1, 2011 and ending on April 1, 2014. The mandatory convertible preferred stock ranks senior to our common stock with respect to distribution rights in the event of any liquidation, winding-up or dissolution of the Company.

     Unless converted earlier, each share of the mandatory convertible preferred stock will automatically convert on April 1, 2014 into between 2.7454 and 3.4317 shares of common stock, depending on the market value of our common stock for the 20 consecutive trading day period ending on the third trading day prior to April 1, 2014, subject to customary anti-dilution adjustments. At any time prior to April 1, 2014, holders may elect to convert shares of the mandatory convertible preferred stock at the minimum conversion rate of 2.7454 shares of common stock, subject to customary anti-dilution adjustments. If certain fundamental changes involving the Company occur, holders of the mandatory convertible preferred stock may convert their shares into a number of shares of common stock at the fundamental change conversion rate described in our Amended Articles of Incorporation. If the Company at any time has not paid the equivalent of six full quarterly dividends on the mandatory convertible preferred stock, the Company may, at its option, cause all, but not less than all, outstanding shares of the mandatory convertible preferred stock to be automatically converted into a number of shares of our common stock based on the fundamental change conversion rate.

     Upon conversion, we will pay converting holders all accrued and unpaid dividends, whether or not previously declared, on the converted shares and, in the case of a conversion upon a fundamental change or a conversion following nonpayment of dividends, the present value of the remaining dividend payments on the converted shares. Except as required by law or as specifically set forth in our Amended Articles of Incorporation, the holders of the mandatory convertible preferred stock have no voting rights.

     So long as any of the mandatory convertible preferred stock is outstanding, no dividend, except a dividend payable in shares of our common stock, or other shares ranking junior to the mandatory convertible preferred stock, may be paid or declared or any distribution be made on shares of the common stock unless all accrued and unpaid dividends on the then outstanding mandatory convertible preferred stock payable on all dividend payment dates occurring on or prior to the date of such action have been declared and paid or funds sufficient therefor set apart.

     On June 3, 2011, the Company’s Board of Directors declared cash dividends of $0.7425 per share of mandatory convertible preferred stock or $7 million in the aggregate. The dividend was paid on July 1, 2011, to stockholders of record as of the close of business of June 15, 2011.

-22-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 14. CHANGES IN SHAREHOLDERS’ EQUITY

The following tables present the changes in shareholders’ equity for the six months ended June 30, 2011 and 2010:

	Six Months Ended June 30, 2011									Six Months Ended June 30, 2010
				Minority									Minority
	Goodyear			Shareholders’			Total			Goodyear			Shareholders’			Total
	Shareholders’			Equity –			Shareholders’			Shareholders’			Equity –			Shareholders’
(In millions)	Equity			Nonredeemable			Equity			Equity			Nonredeemable			Equity
Balance at beginning of period	$	644		$	277		$	921		$	735		$	251		$	986
Comprehensive income (loss):
Net income (loss)		150			19			169			(19	)		13			(6	)
Foreign currency translation (net of tax of $0 in 2011 and $1 in 2010)		98			6			104			(149	)		(13	)		(162	)
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost (net of tax of $2 in 2011 and $5 in 2010)		81			—			81			80			—			80
Decrease (increase) in net actuarial losses (net of tax of $1 in 2011 and $0 in 2010)		3			—			3			(13	)		—			(13	)
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures (net of tax of $1 in 2011 and $0 in 2010)		13			—			13			1			—			1
Deferred derivative loss (net of tax of $0 in 2011 and $0 in 2010)		(11	)		—			(11	)		—			—			—
Reclassification adjustment for amounts recognized in income (net of tax of $0 in 2011 and $0 in 2010)		2			—			2			—			—			—
Unrealized investment gains (net of tax of $0 in 2011 and $0 in 2010)		5			—			5			1			—			1
Other comprehensive income (loss)		191			6			197			(80	)		(13	)		(93	)
Total comprehensive income (loss)		341			25			366			(99	)		—			(99	)
Dividends declared to minority shareholders		—			(19	)		(19	)		—			(2	)		(2	)
Stock-based compensation plans (Note 11)		6			—			6			10			—			10
Preferred stock issued, net of expenses		484			—			484			—			—			—
Preferred stock dividends declared		(7	)		—			(7	)		—			—			—
Common stock issued from treasury		7			—			7			1			—			1
Other		—			1			1			—			—			—
Balance at end of period	$	1,475		$	284		$	1,759		$	647		$	249		$	896

The following table presents changes in Minority Equity presented outside of Shareholders’ Equity:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions)	2011			2010			2011			2010
Balance at beginning of period	$	628		$	573		$	584		$	593
Comprehensive income (loss):
Net income		1			5			11			21
Foreign currency translation, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)		8			(52	)		43			(89	)
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)		1			1			2			2
Decrease in net actuarial losses, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)		1			—			1			—
Deferred derivative loss, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)		(1	)		—			(3	)		—
Total comprehensive income (loss)		10			(46	)		54			(66	)
Balance at end of period	$	638		$	527		$	638		$	527

-23-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 15. CONSOLIDATING FINANCIAL INFORMATION

Certain of our subsidiaries have guaranteed our obligations under the $650 million outstanding principal amount of 10.5% senior notes due 2016, the $1.0 billion outstanding principal amount of 8.25% senior notes due 2020, and the $282 million outstanding principal amount of 8.75% notes due 2020 (collectively, the “notes”). The following presents the condensed consolidating financial information separately for:

(i)	The Goodyear Tire & Rubber Company (the “Parent Company”), the issuer of the guaranteed obligations;
(ii)	Guarantor subsidiaries, on a combined basis, as specified in the indentures related to Goodyear’s obligations under the notes;
(iii)	Non-guarantor subsidiaries, on a combined basis;
(iv)	Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate the investments in our subsidiaries, and (c) record consolidating entries; and
(v)	The Goodyear Tire & Rubber Company and Subsidiaries on a consolidated basis.

     Each guarantor subsidiary is 100% owned by the Parent Company at the date of each balance sheet presented. The notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and guarantor subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation. Intercompany cash advances and loans made primarily for the purpose of short-term operating needs are included in cash flows from operating activities. Intercompany transactions reported as investing or financing activities include the sale of the capital stock of various subsidiaries and other capital transactions between members of the consolidated group.

     Certain non-guarantor subsidiaries of the Parent Company are restricted from remitting funds to it by means of dividends, advances or loans due to required foreign government and/or currency exchange board approvals or restrictions in credit agreements or other debt instruments of those subsidiaries.

-24-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

	Consolidating Balance Sheet
	June 30, 2011
										Consolidating
	Parent			Guarantor			Non-Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	569		$	39		$	1,196		$	—		$	1,804
Accounts Receivable		1,008			239			2,292			—			3,539
Accounts Receivable From Affiliates		—			492			114			(606	)		—
Inventories		1,700			214			2,222			(104	)		4,032
Prepaid Expenses and Other Current Assets		71			5			311			14			401
Total Current Assets		3,348			989			6,135			(696	)		9,776
Goodwill		—			24			505			191			720
Intangible Assets		109			1			51			—			161
Deferred Income Taxes		—			1			48			(1	)		48
Other Assets		233			49			207			—			489
Investments in Subsidiaries		4,075			341			4,324			(8,740	)		—
Property, Plant and Equipment		2,089			172			4,157			30			6,448
Total Assets	$	9,854		$	1,577		$	15,427		$	(9,216	)	$	17,642
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	875		$	194		$	2,446		$	—		$	3,515
Accounts Payable to Affiliates		606			—			—			(606	)		—
Compensation and Benefits		396			34			359			—			789
Other Current Liabilities		349			38			714			(4	)		1,097
Notes Payable and Overdrafts		—			—			261			—			261
Long Term Debt and Capital Leases Due Within One Year		1			—			256			—			257
Total Current Liabilities		2,227			266			4,036			(610	)		5,919
Long Term Debt and Capital Leases		3,243			—			1,543			—			4,786
Compensation and Benefits		2,232			204			948			—			3,384
Deferred and Other Noncurrent Income Taxes		31			3			229			6			269
Other Long Term Liabilities		646			34			207			—			887
Total Liabilities		8,379			507			6,963			(604	)		15,245
Commitments and Contingent Liabilities
Minority Shareholders’ Equity		—			—			411			227			638
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock		500			—			—			—			500
Common Stock		244			333			5,022			(5,355	)		244
Capital Surplus		2,801			35			1,025			(1,060	)		2,801
Retained Earnings		1,009			1,168			2,761			(3,929	)		1,009
Accumulated Other Comprehensive Loss		(3,079	)		(466	)		(1,039	)		1,505			(3,079	)
Goodyear Shareholders’ Equity		1,475			1,070			7,769			(8,839	)		1,475
Minority Shareholders’ Equity — Nonredeemable		—			—			284			—			284
Total Shareholders’ Equity		1,475			1,070			8,053			(8,839	)		1,759
Total Liabilities and Shareholders’ Equity	$	9,854		$	1,577		$	15,427		$	(9,216	)	$	17,642

-25-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

	Consolidating Balance Sheet
	December 31, 2010
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	792		$	38		$	1,175		$	—		$	2,005
Accounts Receivable		875			219			1,642			—			2,736
Accounts Receivable From Affiliates		—			434			197			(631	)		—
Inventories		1,259			185			1,610			(77	)		2,977
Prepaid Expenses and Other Current Assets		58			5			257			7			327
Total Current Assets		2,984			881			4,881			(701	)		8,045
Goodwill		—			24			476			183			683
Intangible Assets		109			1			51			—			161
Deferred Income Taxes		—			1			58			(1	)		58
Other Assets		241			48			229			—			518
Investments in Subsidiaries		3,879			313			4,324			(8,516	)		—
Property, Plant and Equipment		2,177			172			3,787			29			6,165
Total Assets	$	9,390		$	1,440		$	13,806		$	(9,006	)	$	15,630
Liabilities
Current Liabilities:
Accounts Payable-Trade	$	814		$	140		$	2,153		$	—		$	3,107
Accounts Payable to Affiliates		631			—			—			(631	)		—
Compensation and Benefits		411			34			311			—			756
Other Current Liabilities		369			33			618			(2	)		1,018
Notes Payable and Overdrafts		—			—			238			—			238
Long Term Debt and Capital Leases Due Within One Year		1			—			187			—			188
Total Current Liabilities		2,226			207			3,507			(633	)		5,307
Long Term Debt and Capital Leases		3,573			—			746			—			4,319
Compensation and Benefits		2,296			209			910			—			3,415
Deferred and Other Noncurrent Income Taxes		31			3			202			6			242
Other Long Term Liabilities		620			32			190			—			842
Total Liabilities		8,746			451			5,555			(627	)		14,125
Commitments and Contingent Liabilities
Minority Shareholders’ Equity		—			—			374			210			584
Shareholders’ Equity
Goodyear Shareholders’ Equity
Preferred Stock		—			—			—			—			—
Common Stock		243			333			5,021			(5,354	)		243
Capital Surplus		2,805			35			1,025			(1,060	)		2,805
Retained Earnings		866			1,098			2,698			(3,796	)		866
Accumulated Other Comprehensive Loss		(3,270	)		(477	)		(1,144	)		1,621			(3,270	)
Goodyear Shareholders’ Equity		644			989			7,600			(8,589	)		644
Minority Shareholders’ Equity — Nonredeemable		—			—			277			—			277
Total Shareholders’ Equity		644			989			7,877			(8,589	)		921
Total Liabilities and Shareholders’ Equity	$	9,390		$	1,440		$	13,806		$	(9,006	)	$	15,630

-26-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

	Consolidating Statement of Operations
	Three Months Ended June 30, 2011
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET SALES	$	2,255		$	705		$	6,512		$	(3,852	)	$	5,620
Cost of Goods Sold		1,988			618			5,872			(3,906	)		4,572
Selling, Administrative and General Expense		248			45			462			(2	)		753
Rationalizations		33			1			12			—			46
Interest Expense		63			5			55			(42	)		81
Other (Income) and Expense		(30	)		(9	)		(20	)		107			48
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries		(47	)		45			131			(9	)		120
United States and Foreign Taxes		2			4			60			(2	)		64
Equity in Earnings of Subsidiaries		96			4			—			(100	)		—
Net Income (Loss)		47			45			71			(107	)		56
Less: Minority Shareholders’ Net Income		—			—			9			—			9
Goodyear Net Income (Loss)		47			45			62			(107	)		47
Less: Preferred Stock Dividends		7			—			—			—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	40		$	45		$	62		$	(107	)	$	40

	Three Months Ended June 30, 2010
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET SALES	$	1,881		$	594		$	4,772		$	(2,719	)	$	4,528
Cost of Goods Sold		1,686			533			4,218			(2,751	)		3,686
Selling, Administrative and General Expense		250			47			374			(1	)		670
Rationalizations		(2	)		1			7			—			6
Interest Expense		64			4			35			(26	)		77
Other (Income) and Expense		(30	)		(9	)		(8	)		54			7
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries		(87	)		18			146			5			82
United States and Foreign Taxes		(2	)		6			40			(1	)		43
Equity in Earnings of Subsidiaries		113			7			—			(120	)		—
Net Income (Loss)		28			19			106			(114	)		39
Less: Minority Shareholders’ Net Income		—			—			11			—			11
Goodyear Net Income (Loss)	$	28		$	19		$	95		$	(114	)	$	28

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

	Consolidating Statement of Operations
	Six Months Ended June 30, 2011
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET SALES	$	4,394		$	1,366		$	12,793		$	(7,531	)	$	11,022
Cost of Goods Sold		3,923			1,212			11,519			(7,621	)		9,033
Selling, Administrative and General Expense		464			89			872			(4	)		1,421
Rationalizations		37			3			15			—			55
Interest Expense		127			10			95			(77	)		155
Other (Income) and Expense		(94	)		(12	)		(39	)		197			52
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries		(63	)		64			331			(26	)		306
United States and Foreign Taxes		(1	)		8			124			(5	)		126
Equity in Earnings of Subsidiaries		212			14			—			(226	)		—
Net Income (Loss)		150			70			207			(247	)		180
Less: Minority Shareholders’ Net Income		—			—			30			—			30
Goodyear Net Income (Loss)		150			70			177			(247	)		150
Less: Preferred Stock Dividends		7			—			—			—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	143		$	70		$	177		$	(247	)	$	143

	Six Months Ended June 30, 2010
							Non-		Consolidating
	Parent			Guarantor			Guarantor		Entries and
(In millions)	Company			Subsidiaries			Subsidiaries		Eliminations			Consolidated
NET SALES	$	3,585		$	1,092		$	9,416	$	(5,295	)	$	8,798
Cost of Goods Sold		3,225			977			8,280		(5,340	)		7,142
Selling, Administrative and General Expense		461			91			726		(3	)		1,275
Rationalizations		—			5			3		—			8
Interest Expense		127			8			69		(53	)		151
Other (Income) and Expense		(43	)		(11	)		66		99			111
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries		(185	)		22			272		2			111
United States and Foreign Taxes		(2	)		7			92		(1	)		96
Equity in Earnings of Subsidiaries		164			18			—		(182	)		—
Net Income (Loss)		(19	)		33			180		(179	)		15
Less: Minority Shareholders’ Net Income		—			—			34		—			34
Goodyear Net Income (Loss)	$	(19	)	$	33		$	146	$	(179	)	$	(19	)

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

	Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2011
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Total Cash Flows from Operating Activities	$	(337	)	$	15		$	(233	)	$	(114	)	$	(669	)
Cash Flows from Investing Activities:
Capital expenditures		(118	)		(13	)		(401	)		—			(532	)
Asset dispositions		98			—			2			—			100
Capital contributions		—			—			—			—			—
Increase in restricted cash		—			—			(51	)		—			(51	)
Total Cash Flows from Investing Activities		(20	)		(13	)		(450	)		—			(483	)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred		—			—			64			—			64
Short term debt and overdrafts paid		(6	)		(2	)		(46	)		—			(54	)
Long term debt incurred		—			—			1,890			—			1,890
Long term debt paid		(350	)		—			(1,082	)		—			(1,432	)
Proceeds from issuance of preferred stock		485			—			—			—			485
Common stock issued		7			—			—			—			7
Capital contributions		—			—			—			—			—
Intercompany dividends paid		—			—			(114	)		114			—
Dividends paid to minority shareholders		—			—			(14	)		—			(14	)
Debt related costs and other transactions		(2	)		—			(17	)		—			(19	)
Total Cash Flows from Financing Activities		134			(2	)		681			114			927
Effect of exchange rate changes on cash and cash equivalents		—			1			23			—			24
Net Change in Cash and Cash Equivalents		(223	)		1			21			—			(201	)
Cash and Cash Equivalents at Beginning of the Period		792			38			1,175			—			2,005
Cash and Cash Equivalents at End of the Period	$	569		$	39		$	1,196		$	—		$	1,804

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

	Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2010
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Total Cash Flows from Operating Activities	$	(69	)	$	19		$	247		$	(14	)	$	183
Cash Flows from Investing Activities:
Capital expenditures		(141	)		(10	)		(207	)		—			(358	)
Asset dispositions		—			—			18			—			18
Capital contributions		—			—			(136	)		136			—
Increase in restricted cash		—			—			(37	)		—			(37	)
Return of investment in The Reserve Primary Fund		24			—			—			—			24
Total Cash Flows from Investing Activities		(117	)		(10	)		(362	)		136			(353	)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred		—			1			27			—			28
Short term debt and overdrafts paid		(1	)		—			(48	)		—			(49	)
Long term debt incurred		—			—			251			—			251
Long term debt paid		(1	)		—			(63	)		—			(64	)
Common stock issued		1			—			—			—			1
Capital contributions		—			—			136			(136	)		—
Intercompany dividends paid		—			—			(14	)		14			—
Dividends paid to minority shareholders		—			—			(2	)		—			(2	)
Debt related costs and other transactions		—			—			—			—			—
Total Cash Flows from Financing Activities		(1	)		1			287			(122	)		165
Effect of exchange rate changes on cash and cash equivalents		—			—			(234	)		—			(234	)
Net Change in Cash and Cash Equivalents		(187	)		10			(62	)		—			(239	)
Cash and Cash Equivalents at Beginning of the Period		802			17			1,103			—			1,922
Cash and Cash Equivalents at End of the Period	$	615		$	27		$	1,041		$	—		$	1,683

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

     All per share amounts are diluted and refer to Goodyear net income (loss) available to common shareholders

OVERVIEW

The Goodyear Tire & Rubber Company is one of the world’s leading manufacturers of tires, with one of the most recognizable brand names in the world and operations in most regions of the world. We have a broad global footprint with 54 manufacturing facilities in 22 countries, including the United States. We operate our business through four operating segments representing our regional tire businesses: North American Tire; Europe, Middle East and Africa Tire (“EMEA”); Latin American Tire; and Asia Pacific Tire.

     We experienced uneven industry conditions in the second quarter of 2011 as the economic recovery in developed markets was impacted by uncertainty surrounding debt issues in the United States and Europe, continued high levels of unemployment and high fuel prices, all of which had a negative impact on customer and consumer confidence. In emerging markets, high inflation and interest rates also contributed to uneven industry growth. As a result, tire unit shipments in the second quarter of 2011 decreased by 2% compared to the second quarter of 2010. In addition, raw material costs rose significantly in the second quarter of 2011 and are expected to continue to be a challenge for the remainder of the year.

     In spite of these macroeconomic and industry-specific challenges, we produced solid operating results in the second quarter of 2011. During the second quarter, price and product mix more than offset the impact of raw material cost increases on segment operating income. Price and product mix drove an 18% improvement in revenue per tire, excluding the impact of foreign currency translation, in the second quarter of 2011 compared to the prior year period, reflecting our continued focus on driving improved price and product mix through innovative product offerings in targeted market segments.

     In the second quarter of 2011, we recovered approximately $39 million of additional under-absorbed fixed overhead costs and realized approximately $78 million of cost savings, including $47 million of raw material cost saving measures, net of higher profit sharing costs in North American Tire under our United Steelworkers contract. For the six months ended June 30, 2011, we recovered approximately $120 million of under-absorbed fixed overhead costs and realized approximately $147 million of cost savings, including $80 million of raw material cost saving measures, net of higher profit sharing costs.

     On July 11, 2011, we ceased production at our tire manufacturing facility in Union City, Tennessee. That facility, which had approximately 1,900 associates, produced radial passenger car and light truck tires. As a result of the cessation of tire production at that facility earlier than originally anticipated, we now expect additional net charges of approximately $20 million, of which approximately $36 million are cash charges, including $19 million in severance benefits and $17 million in other associate-related and exit costs, offset by a $16 million reduction in the original estimated accelerated depreciation as additional equipment is expected to be transferred to other facilities.

     The total estimated charges associated with the closure are now expected to be approximately $290 million ($290 million after-tax), of which approximately $175 million are expected to be cash charges, including approximately $85 million related to severance benefits, including continuing medical coverage, and approximately $90 million related to other associate-related and exit costs, and approximately $115 million are expected to be non-cash charges, including approximately $45 million related to accelerated depreciation and asset write-offs and approximately $70 million related to pension and retiree medical costs. We recorded a charge of $160 million ($160 million after-tax) associated with the plan in the fourth quarter of 2010, $4 million ($4 million after-tax) in the first quarter of 2011, and $32 million ($32 million after-tax) in the second quarter of 2011. The remainder of the charges will be substantially recognized by the fourth quarter of 2011. We continue to expect annualized cost savings of approximately $80 million beginning in 2012.

     Net sales were $5,620 million in the second quarter of 2011, compared to $4,528 million in the second quarter of 2010. Net sales were $11,022 million in the first six months of 2011, compared to $8,798 million in the first six months of 2010. Net sales increased in both periods due to improved price and product mix, favorable foreign currency translation, primarily in EMEA, and an increase in other tire-related businesses, primarily in North American Tire’s third-party sales of chemical products. Higher tire volume globally also positively impacted net sales for the first six months of 2011.

     In the second quarter of 2011, Goodyear net income was $47 million, compared to Goodyear net income of $28 million in the second quarter of 2010. In the second quarter of 2011, Goodyear net income available to common shareholders was $40 million, or $0.16 per share, compared to Goodyear net income available to common shareholders of $28 million, or $0.11 per share, in the second quarter of 2010, reflecting $7 million of preferred stock dividends in the second quarter of 2011. Our total segment operating income for the second quarter of 2011 was $382 million, compared to $219 million in the second quarter of 2010. The $163 million increase in segment operating income was due primarily to improved price and product mix of $554 million which more than offset an increase in raw material costs of $381 million, including the effect of raw material cost saving measures. See “Results of Operations — Segment Information” for additional information.

     In the first six months of 2011, Goodyear net income was $150 million, compared to a Goodyear net loss of $19 million in the first six months of 2010. In the first six months of 2011, Goodyear net income available to common shareholders was $143 million, or $0.57 per share, compared to a Goodyear net loss available to common shareholders of $19 million, or $0.08 per share, in the first six months of 2010, reflecting $7 million of preferred stock dividends in the first six months of 2011. Our total segment operating income for the first six months of 2011 was $709 million, compared to segment operating income of $459 million in the first six months of 2010. The $250 million increase in segment operating income was due primarily to improved price and product mix of $915 million which more than offset an increase in raw material costs of $733 million, including the effect of raw material cost saving measures, and lower conversion costs. See “Results of Operations — Segment Information” for additional information.

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     At June 30, 2011, we had $1,804 million in Cash and cash equivalents as well as $2,398 million of unused availability under our various credit agreements, compared to $2,005 million and $2,475 million, respectively, at December 31, 2010. Cash and cash equivalents decreased from December 31, 2010 due primarily to cash used for operating activities of $669 million and capital expenditures of $532 million, which were partially offset by net proceeds from our mandatory convertible preferred stock issuance of $485 million and increased net borrowings of $468 million. See “Liquidity and Capital Resources” for additional information.

     We have updated our outlook for the industry for 2011 by decreasing our expected growth level in North American consumer replacement, while increasing our expected growth level in North American commercial replacement. In North America, consumer replacement is expected to be flat to up 2%, consumer OE up between 5% and 10%, commercial replacement up between 10% and 15% and commercial OE up between 40% and 50%. We anticipate our North American consumer OE volumes will increase at less than the industry rate, given actions we have taken to be more selective in our OE fitments. In Europe, consumer replacement is expected to grow between 4% and 6%, consumer OE between 4% and 8%, commercial replacement between 7% and 11% and commercial OE by approximately 50%. Overall, we continue to expect our unit sales will increase by 3% to 5% in 2011 as we continue to grow in targeted segments, although we now expect to be towards the lower end of that range.

     We continue to see significant volatility in the cost of raw materials. We now expect our raw material costs for the second half of 2011 to increase by more than 30% when compared with 2010, or nearly $600 million per quarter. While the price of natural rubber has moderated recently, the price of synthetic rubber has increased significantly since the beginning of 2011. In order to mitigate some of the impact of rapidly rising raw material costs, we are continuing to focus on price and product mix, to substitute lower cost materials where possible and to work to identify additional substitution opportunities, to reduce the amount of material required in each tire, and to pursue alternative raw materials including innovative bio-based materials. However, during periods of rapidly rising raw material costs, we may not be able to fully offset those raw material cost increases through the use of these strategies, although we remain confident in our ability to do so over the longer term.

     See “Forward-Looking Information — Safe Harbor Statement” for a discussion of our use of forward-looking statements in this Form 10-Q.

RESULTS OF OPERATIONS

CONSOLIDATED

Three Months Ended June 30, 2011 and 2010

Net sales in the second quarter of 2011 were $5,620 million, increasing $1,092 million, or 24.1%, from $4,528 million in the second quarter of 2010. Goodyear net income was $47 million in the second quarter of 2011, compared to Goodyear net income of $28 million in the second quarter of 2010. Goodyear net income available to common shareholders was $40 million, or $0.16 per share, in the second quarter of 2011, compared to Goodyear net income available to common shareholders of $28 million, or $0.11 per share, in the second quarter of 2010, reflecting $7 million of preferred stock dividends in the second quarter of 2011.

     Net sales in the second quarter of 2011 were favorably impacted by improved price and product mix of $628 million, favorable foreign currency translation of $348 million, and an increase in other tire-related business’ sales of $221 million, primarily in North American Tire. These were partially offset by decreased tire volume of $79 million. Consumer and commercial net sales in the second quarter of 2011 were $2,873 million and $1,159 million, respectively. Consumer and commercial net sales in the second quarter of 2010 were $2,424 million and $838 million, respectively.

     Worldwide tire unit sales in the second quarter of 2011 were 42.9 million units, decreasing 1.0 million units, or 2.2%, from 43.9 million units in the second quarter of 2010. Replacement tire volume decreased 0.5 million units, or 1.6%, due to weaker industry volumes, particularly in the North American consumer tire business. OE tire volume also decreased 0.5 million units, or 3.7%, primarily in the consumer markets of North American Tire due to lower vehicle production. Consumer and commercial tire unit sales in the second quarter of 2011 were 38.6 million and 3.7 million, respectively. Consumer and commercial tire unit sales in the second quarter of 2010 were 39.8 million and 3.5 million, respectively.

     Cost of goods sold (“CGS”) in the second quarter of 2011 was $4,572 million, increasing $886 million, or 24.0%, from $3,686 million in the second quarter of 2010. CGS increased due to increased raw material costs of $390 million,

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unfavorable foreign currency translation of $263 million, primarily in EMEA, higher costs in other tire-related businesses of $202 million, primarily in North American Tire, and product mix-related manufacturing cost increases of $74 million. CGS benefited from lower tire volume of $67 million and lower conversion costs of $1 million. The lower conversion costs resulted from lower under-absorbed fixed overhead costs of approximately $39 million due to higher production volume and savings from rationalization plans of approximately $10 million, partially offset by incremental start-up expenses for our new manufacturing facility in Pulandian, China of $10 million, increased accelerated depreciation related to the closure of our Union City, Tennessee manufacturing facility, the cost of inflation and higher profit sharing costs in North American Tire. The second quarter of 2011 included $3 million ($3 million after-tax or $0.01 per share) in charges related to tornado damage at our manufacturing facility in Fayetteville, North Carolina. The second quarter of 2011 also included asset write-offs and accelerated depreciation of $25 million ($24 million after-tax or $0.10 per share), primarily related to the closure of our Union City, Tennessee manufacturing facility in July 2011, compared to $6 million ($5 million after-tax or $0.02 per share) in the 2010 period. CGS was 81.4% of sales in the second quarter of 2011 and 2010.

     Selling, administrative and general expense (“SAG”) in the second quarter of 2011 was $753 million, increasing $83 million, or 12.4%, from $670 million in the second quarter of 2010. The increase in SAG was primarily driven by unfavorable foreign currency translation of $57 million, increased wages and benefits of $33 million including incentive compensation, and higher advertising expenses of $17 million. Wages and benefits included $5 million in savings from rationalization plans. These increases were partially offset by decreased general and product liability expense of $20 million in North American Tire. SAG was 13.4% of sales in the second quarter of 2011, compared to 14.8% in the second quarter of 2010.

     We recorded net rationalization charges of $46 million in the second quarter of 2011 ($41 million after-tax or $0.17 per share), which included $32 million of charges related to the closure of our Union City, Tennessee manufacturing facility in July 2011. Rationalization actions initiated in the second quarter of 2011 primarily consisted of manufacturing and SAG headcount reductions in EMEA and Asia Pacific Tire.

     We recorded net rationalization charges of $6 million in the second quarter of 2010 ($3 million after-tax or $0.01 per share). Rationalization actions initiated in the second quarter of 2010 consisted of the closure of our manufacturing facility in Taipei, Taiwan.

     Interest expense in the second quarter of 2011 was $81 million, increasing $4 million, or 5.2%, from $77 million in the second quarter of 2010.

     Other Expense in the second quarter of 2011 was $48 million, increasing $41 million from $7 million in the second quarter of 2010. In the second quarter of 2011, we recorded $53 million ($53 million after-tax or $0.22 per share) in financing fees related to the redemption of $350 million in aggregate principal amount of our outstanding 10.5% senior notes due 2016, of which $37 million related to cash premiums paid on the redemption and $16 million related to the write-off of deferred financing fees and unamortized discount. Net gains on asset sales were $11 million ($10 million after-tax or $0.04 per share) in the second quarter of 2011 compared to net gains on asset sales of $8 million ($8 million after-tax or $0.03 per share) in the 2010 period. Net gains on asset sales in the second quarter of 2011 related to the sale of the farm tire business in Latin American Tire and the recognition of a deferred gain from the sale of property in North American Tire. Net gains in the second quarter of 2010 related primarily to the recognition of a deferred gain from the sale of property in Latin American Tire. Foreign currency exchange net losses were $6 million in the second quarter of 2011 compared to $12 million in the second quarter of 2010, a favorable change of $6 million. Foreign currency exchange reflected net gains and losses resulting from the effect of exchange rate changes on various foreign currency transactions worldwide.

     Tax expense in the second quarter of 2011 was $64 million on income before income taxes of $120 million. Income tax expense was unfavorably impacted by $10 million ($7 million after minority interest or $0.03 per share) due primarily to increased tax reserves as a result of negative tax court rulings in a foreign jurisdiction. In the second quarter of 2010, we recorded tax expense of $43 million on income before income taxes of $82 million.

     Minority shareholders’ net income in the second quarter of 2011 was $9 million, compared to net income of $11 million in 2010. The decrease was due primarily to decreased earnings in our joint venture in Europe.

Six Months Ended June 30, 2011 and 2010

Net sales in the first six months of 2011 were $11,022 million, increasing $2,224 million, or 25.3%, from $8,798 million in the first six months of 2010. Goodyear net income was $150 million in the first six months of 2011, compared to a Goodyear net loss of $19 million in the first six months of 2010. Goodyear net income available to common shareholders was $143 million, or $0.57 per share, in the first six months of 2011, compared to a Goodyear net loss available to common

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shareholders of $19 million, or $0.08 per share, in the first six months of 2010, reflecting $7 million of preferred stock dividends in the first six months of 2011.

     Net sales in the first six months of 2011 were favorably impacted by improved price and product mix of $1,140 million, an increase in other tire-related business’ sales of $497 million, primarily in North American Tire, foreign currency translation of $473 million, primarily in EMEA, and increased tire volume of $140 million, primarily in EMEA. Consumer and commercial net sales in the first six months of 2011 were $5,774 million and $2,213 million, respectively. Consumer and commercial net sales in the first six months of 2010 were $4,849 million and $1,581 million, respectively.

     Worldwide tire unit sales in the first six months of 2011 were 89.7 million units, increasing 1.9 million units, or 2.2%, from 87.8 million units in the first six months of 2010. Replacement tire volume increased 1.6 million units, or 2.5%, due to improved industry volumes primarily in the first quarter. OE tire volume also increased 0.3 million units, or 1.2%, primarily in EMEA due to increased commercial vehicle production. Consumer and commercial tire unit sales in the first six months of 2011 were 81.1 million and 7.3 million, respectively. Consumer and commercial tire unit sales in the first six months of 2010 were 79.9 million and 6.6 million, respectively.

     CGS in the first six months of 2011 was $9,033 million, increasing $1,891 million, or 26.5%, from $7,142 million in the first six months of 2010. CGS increased due to higher raw material costs of $741 million, higher costs in other tire-related businesses of $447 million, primarily in North American Tire, unfavorable foreign currency translation of $363 million, primarily in EMEA, product mix-related manufacturing cost increases of $225 million, and higher tire volume of $120 million. CGS benefited from decreased conversion costs of $50 million. The lower conversion costs were caused primarily by lower under-absorbed fixed overhead costs of approximately $120 million due to higher production volume and savings from rationalization plans of approximately $29 million which were partially offset by incremental start-up expenses for our new manufacturing facility in Pulandian, China of $17 million, increased accelerated depreciation related to the closure of our Union City, Tennessee manufacturing facility, cost of inflation and higher profit sharing costs in North American Tire. The first six months of 2011 included $3 million ($3 million after-tax or $0.01 per share) in charges related to tornado damage at our manufacturing facility in Fayetteville, North Carolina. The first six months of 2011 also included asset write-offs and accelerated depreciation of $34 million ($33 million after-tax or $0.13 per share), compared to $9 million ($7 million after-tax or $0.03 per share) in the 2010 period. CGS was 82.0% of sales in the first six months of 2011, compared to 81.2% in the first six months of 2010.

     SAG in the first six months of 2011 was $1,421 million, increasing $146 million, or 11.5%, from $1,275 million in the first six months of 2010. The increase in SAG was primarily driven by unfavorable foreign currency translation of $71 million, increased wages and benefits of $54 million that included higher incentive compensation of $16 million, and higher advertising expenses of $39 million, which were partially offset by decreased general and product liability expense of $23 million in North American Tire. Wages and benefits included $10 million in savings from rationalization plans. SAG was 12.9% of sales in the first six months of 2011, compared to 14.5% in the first six months of 2010.

     We recorded net rationalization charges of $55 million ($50 million after-tax or $0.19 per share) in the first six months of 2011, which included $36 million of charges related to the closure of our Union City, Tennessee manufacturing facility in July 2011. Rationalization actions initiated in 2011 primarily consisted of manufacturing and SAG headcount reductions in EMEA and Asia Pacific Tire.

     We recorded net rationalization charges of $8 million ($6 million after-tax or $0.02 per share) in the first six months of 2010. Rationalization actions initiated in 2010 consisted of the closure of our manufacturing facility in Taipei, Taiwan and the consolidation of multiple warehouses in North American Tire to improve our supply chain.

     Upon completion of the 2011 plans, we estimate that annual operating costs will be reduced by approximately $1 million in CGS and $9 million in SAG. The savings realized in 2011 for the 2010 and prior years plans totaled $90 million of which $73 million was in CGS and $17 million was in SAG. For further information, refer to the Note to the Consolidated Financial Statements No. 2, Costs Associated with Rationalization Programs.

     Interest expense in the first six months of 2011 was $155 million, increasing $4 million, or 2.6%, from $151 million in the first six months of 2010.

     Other Expense in the first six months of 2011 was $52 million, decreasing $59 million from $111 million in the first six months of 2010. The 2010 period included a loss of $110 million resulting from the January 8, 2010 devaluation of the Venezuelan bolivar fuerte against the U.S. dollar and the establishment of a two-tier exchange structure for essential and non-

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essential goods. For further discussion on Venezuela, refer to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Overview” below. Foreign currency exchange also reflected net gains and losses resulting from the effect of exchange rate changes on various foreign currency transactions worldwide. In the first six months of 2011, we recorded $53 million ($53 million after-tax or $0.20 per share) in financing fees related to the redemption of $350 million in aggregate principal amount of our outstanding 10.5% senior notes due 2016, of which $37 million related to cash premiums paid on the redemption and $16 million related to the write-off of deferred financing fees and unamortized discount. Net gains on asset sales were $13 million ($11 million after-tax or $0.04 per share) in the first six months of 2011 compared to $24 million ($16 million after-tax or $0.06 per share) in the 2010 period. Net gains on asset sales in the first six months of 2011 related to the sale of the farm tire business in Latin American Tire and the recognition of a deferred gain from the sale of property in North American Tire. Net gains in the first six months of 2010 related primarily to the sale of land in Thailand and the recognition of a deferred gain from the sale of property in Latin American Tire. Also included in Other Expense in the first six months of 2010 were costs related to a debt exchange offer of $5 million.

     Tax expense in the first six months of 2011 was $126 million on income before income taxes of $306 million. Income tax expense was unfavorably impacted by $18 million ($13 million after minority interest or $0.05 per share) due primarily to the settlement of prior tax years and to increased tax reserves as a result of negative tax court rulings in a foreign jurisdiction. In the first six months of 2010, we recorded tax expense of $96 million on income before income taxes of $111 million. Income tax expense for the first six months of 2010 was favorably impacted by $4 million due to various discrete items.

     We continue to maintain a full valuation allowance against our net Federal and state deferred tax assets, however this did not have a significant impact on the consolidated effective tax rate for the first six months of 2011 due to the near break even income before income taxes in the U.S. For the first six months of 2010, the difference between our effective tax rate and the U.S. statutory rate was primarily attributable to maintaining a full valuation allowance against our net Federal and state deferred tax assets.

     Our losses in various taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of our net deferred tax assets. However, in certain foreign locations, it is reasonably possible that sufficient positive evidence required to release all, or a portion, of these valuation allowances within the next 12 months will exist, resulting in possible one-time tax benefits of up to $130 million ($115 million net of minority interest).

     For further information, refer to the Note to the Consolidated Financial Statements No. 5, Income Taxes.

     Minority shareholders’ net income in the first six months of 2011 was $30 million, compared to net income of $34 million in 2010. The decrease was due primarily to decreased earnings in our joint venture in Europe.

SEGMENT INFORMATION

Segment information reflects our strategic business units (“SBUs”), which are organized to meet customer requirements and global competition and are segmented on a regional basis.

     Results of operations are measured based on net sales to unaffiliated customers and segment operating income. Each segment exports tires to other segments. The financial results of each segment exclude sales of tires exported to other segments, but include operating income derived from such transactions. Segment operating income is computed as follows: Net Sales less CGS (excluding asset write-off and accelerated depreciation charges) and SAG (including certain allocated corporate administrative expenses). Segment operating income also includes certain royalties and equity in earnings of most affiliates. Segment operating income does not include net rationalization charges (credits), asset sales and certain other items.

     Total segment operating income in the second quarter of 2011 was $382 million, increasing $163 million from $219 million in the second quarter of 2010. Total segment operating margin (segment operating income divided by segment sales) in the second quarter of 2011 was 6.8%, compared to 4.8% in the second quarter of 2010.

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     Total segment operating income in the first six months of 2011 was $709 million, increasing $250 million from $459 million in the first six months of 2010. Total segment operating margin in the first six months of 2011 was 6.4%, compared to 5.2% in the first six months of 2010.

     Management believes that total segment operating income is useful because it represents the aggregate value of income created by our SBUs and excludes items not directly related to the SBUs for performance evaluation purposes. Total segment operating income is the sum of the individual SBUs’ segment operating income. Refer to the Note to the Consolidated Financial Statements No. 7, Business Segments, for further information and for a reconciliation of total segment operating income to Income before Income Taxes.

North American Tire

	Three Months Ended												Six Months Ended
	June 30,												June 30,
										Percent											Percent
(In millions)	2011			2010			Change			Change			2011			2010			Change		Change
Tire Units		15.7			16.6			(0.9	)		(6.0	)%		32.8			31.8			1.0		2.9	%
Net Sales	$	2,411		$	2,049		$	362			17.7	%	$	4,718		$	3,828		$	890		23.2	%
Operating Income		137			16			121						177			2			175
Operating Margin		5.7	%		0.8	%								3.8	%		0.1	%

Three Months Ended June 30, 2011 and 2010

North American Tire unit sales in the second quarter of 2011 decreased 0.9 million units, or 6.0%, to 15.7 million units. The decrease was due primarily to lower replacement tire volume of 0.6 million units, or 5.1%, due to lower industry volumes following a strong first quarter 2011 sell-in to dealers and reflecting lower consumer demand. OE tire volume decreased 0.3 million units, or 8.7%, primarily in our consumer business driven by lower vehicle production.

     Net sales in the second quarter of 2011 were $2,411 million, increasing $362 million, or 17.7%, from $2,049 million in the second quarter of 2010. The increase was due primarily to improved price and product mix of $255 million, higher sales in other tire-related businesses of $178 million, driven by an increase in the price of third-party sales of chemical products, and favorable foreign currency translation of $8 million. Lower tire volume of $80 million partially offset these improvements.

     Operating income in the second quarter of 2011 was $137 million, improving $121 million from $16 million in the second quarter of 2010. Operating income improved due primarily to improved price and product mix of $216 million which more than offset higher raw material costs of $131 million, decreased SAG expenses primarily as a result of lower general and product liability expense of $20 million, lower conversion costs of $18 million, and higher operating income from third-party sales of chemical products and other tire-related businesses of $15 million, partially offset by lower tire volume of $10 million. The lower conversion costs were driven by lower under-absorbed fixed overhead costs of approximately $20 million due to higher production volume and decreased pension expense of $7 million, partially offset by inflation and higher profit sharing costs. Conversion costs and SAG expenses included savings from rationalization plans of $5 million and $4 million, respectively.

     Operating income in the second quarter of 2011 excluded net rationalization charges of $34 million and accelerated depreciation charges of $24 million, primarily related to the closure of our Union City, Tennessee manufacturing facility, and net gains on asset sales of $5 million. Operating income in the second quarter of 2010 excluded the reversal of net rationalization charges of $1 million and net gains on asset sales of $1 million.

Six Months Ended June 30, 2011 and 2010

North American Tire unit sales in the first six months of 2011 increased 1.0 million units, or 2.9%, to 32.8 million units. The increase was due primarily to an increase in replacement tire volume of 1.0 million units or 4.1%, primarily in our consumer business driven by higher first quarter sales of Goodyear branded products.

     Net sales in the first six months of 2011 were $4,718 million, increasing $890 million, or 23.2%, from $3,828 million in the first six months of 2010. The increase was due primarily to improved price and product mix of $414 million,

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higher sales in other tire-related businesses of $388 million, driven by an increase in the volume and price of third-party sales of chemical products, increased tire volume of $72 million, and favorable foreign currency translation of $15 million.

     Operating income in the first six months of 2011 was $177 million, improving $175 million from $2 million in the first six months of 2010. Operating income improved due primarily to improved price and product mix of $332 million which more than offset increased raw material costs of $251 million, lower conversion costs of $39 million, higher operating income from third-party sales of chemical products and other tire-related businesses of $36 million, decreased SAG expenses primarily as a result of lower general and product liability expense of $23 million, and higher tire volume of $8 million. The lower conversion costs were driven by lower under-absorbed fixed overhead costs of approximately $63 million due to higher production volume and decreased pension expense of $22 million, partially offset by higher profit sharing costs and inflation. Conversion costs and SAG expenses included savings from rationalization plans of $12 million and $6 million, respectively.

     Operating income in the first six months of 2011 excluded net rationalization charges of $40 million and accelerated depreciation charges of $32 million, primarily related to the closure of our Union City, Tennessee manufacturing facility, and net gains on asset sales of $5 million. Operating income in the first six months of 2010 excluded net rationalization charges of $5 million, net gains on asset sales of $1 million, and charges for accelerated depreciation and asset write-offs of $1 million.

Europe, Middle East and Africa Tire

	Three Months Ended											Six Months Ended
	June 30,											June 30,
									Percent											Percent
(In millions)	2011			2010			Change		Change			2011			2010			Change		Change
Tire Units		17.0			16.8			0.2		1.9	%		36.7			35.2			1.5		4.5	%
Net Sales	$	1,943		$	1,455		$	488		33.5	%	$	3,902		$	2,984		$	918		30.8	%
Operating Income		126			73			53		72.6	%		279			182			97		53.3	%
Operating Margin		6.5	%		5.0	%							7.2	%		6.1	%

Three Months Ended June 30, 2011 and 2010

Europe, Middle East and Africa Tire unit sales in the second quarter of 2011 increased 0.2 million units, or 1.9%, to 17.0 million units. Replacement tire volume increased 0.2 million units, or 1.7%, primarily in consumer replacement as a result of slightly improved economic conditions, while OE tire volume was up slightly.

     Net sales in the second quarter of 2011 were $1,943 million, increasing $488 million, or 33.5%, from $1,455 million in the second quarter of 2010. Net sales increased due primarily to improved price and product mix of $229 million, favorable foreign currency translation of $222 million, higher tire volume of $24 million, and increased sales by other tire-related businesses of $13 million.

     Operating income in the second quarter of 2011 was $126 million, increasing $53 million from $73 million in the second quarter of 2010. Operating income increased due primarily to improved price and product mix of $199 million which more than offset increased raw material costs of $135 million, favorable foreign currency translation of $14 million, and lower conversion costs of $8 million. These improvements were partially offset by an increase in SAG expenses of $23 million due primarily to higher wages and benefits of $12 million, advertising expenses of $10 million, and research and development costs of $4 million. Conversion costs included lower under-absorbed fixed overhead costs of approximately $17 million due to higher production volume. Conversion costs and SAG expenses included savings from rationalization plans of $5 million and $1 million, respectively.

     Operating income in the second quarter of 2011 excluded net rationalization charges of $6 million and net gains on asset sales of $1 million. Operating income in the second quarter of 2010 excluded the reversal of net rationalization charges of $1 million and accelerated depreciation of $1 million.

Six Months Ended June 30, 2011 and 2010

Europe, Middle East and Africa Tire unit sales in the first six months of 2011 increased 1.5 million units, or 4.5%, to 36.7 million units. Replacement tire volume increased 1.2 million units, or 4.6%, mostly in consumer replacement as a result of

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improved economic conditions, while OE tire volume increased 0.3 million units, or 4.2%, primarily in our commercial business.

     Net sales in the first six months of 2011 were $3,902 million, increasing $918 million, or 30.8%, from $2,984 million in the first six months of 2010. Net sales increased due primarily to improved price and product mix of $457 million, favorable foreign currency translation of $268 million, higher tire volume of $120 million, and increased sales by other tire-related businesses of $73 million, primarily in retail.

     Operating income in the first six months of 2011 was $279 million, increasing $97 million from $182 million in the first six months of 2010. Operating income increased due primarily to improved price and product mix of $323 million which more than offset higher raw material costs of $281 million, lower conversion costs of $68 million, higher tire volume of $27 million, and favorable foreign currency translation of $16 million. These were partially offset by an increase in SAG expenses of $42 million, due primarily to increased advertising expenses of $22 million, higher research and development costs of $6 million and higher transportation costs of $4 million. Conversion costs included lower under-absorbed fixed overhead costs of approximately $51 million due to higher production volume. Conversion costs and SAG expenses included savings from rationalization plans of $8 million and $1 million, respectively.

     Operating income in the first six months of 2011 excluded net rationalization charges of $7 million and net gains on asset sales of $2 million. Operating income in the first six months of 2010 excluded the reversal of net rationalization charges of $7 million, net gains on asset sales of $1 million, and accelerated depreciation of $1 million.

     In addition, excluding the estimated loss on the sale of approximately $60 million to $80 million, EMEA’s operating income is expected to be favorably affected by approximately $10 million to $15 million on an annualized basis in the event of the sale of our European farm tire business as a result of recent operating losses in that business. The transaction is subject to the exercise of a put option by us following completion of a social plan related to the previously announced discontinuation of consumer tire production at one of our facilities in Amiens, France and required consultation with various works councils. The put option expires on November 30, 2011. We cannot assure you of our ability to successfully complete a social plan with respect to the discontinuation of consumer tire production at the affected Amiens manufacturing facility on or before November 30, 2011.

Latin American Tire

	Three Months Ended												Six Months Ended
	June 30,												June 30,
										Percent												Percent
(In millions)	2011			2010			Change			Change			2011			2010			Change			Change
Tire Units		5.0			5.2			(0.2	)		(2.8	)%		9.9			10.3			(0.4	)		(3.7	)%
Net Sales	$	640		$	529		$	111			21.0	%	$	1,225		$	1,007		$	218			21.6	%
Operating Income		54			66			(12	)		(18.2	)%		121			142			(21	)		(14.8	)%
Operating Margin		8.4	%		12.5	%								9.9	%		14.1	%

Three Months Ended June 30, 2011 and 2010

Latin American Tire unit sales in the second quarter of 2011 decreased 0.2 million units, or 2.8%, to 5.0 million units. Replacement tire volume decreased 0.2 million units, or 4.8%, mainly in the lower end of the consumer tire market due to competition from increased imports of tires from Asia, while OE tire volume remained flat. Approximately half of the total unit decline was attributable to the divestiture of our farm tire business, primarily impacting OE unit sales.

     Net sales in the second quarter of 2011 were $640 million, increasing $111 million, or 21.0%, from $529 million in the second quarter of 2010. Net sales increased due primarily to improved price and product mix of $66 million, favorable foreign currency translation of $55 million, primarily in Brazil, and sales by other tire-related businesses of $30 million. These increases were partially offset by $25 million due to the farm tire divestiture on April 1, 2011 and lower tire volume of $13 million.

     Operating income in the second quarter of 2011 was $54 million, decreasing $12 million, or 18.2%, from $66 million in the second quarter of 2010. Operating income decreased due primarily to higher conversion costs of $12 million, the impact of the divestiture of our farm tire business of $8 million and lower tire volume of $4 million. These decreases were partially offset by improved price and product mix of $56 million which offset increased raw material costs of $54 million and favorable foreign currency translation of $4 million.

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The second quarter of 2010 also included a $3 million charge ($3 million after-tax or $0.01 per share) due to a one-time importation cost adjustment.

     Operating income in the second quarter of 2011 excluded net gains on asset sales of $3 million. Operating income in the second quarter of 2010 excluded net rationalization charges of $1 million and net gains on asset sales of $7 million.

Six Months Ended June 30, 2011 and 2010

Latin American Tire unit sales in the first six months of 2011 decreased 0.4 million units, or 3.7%, to 9.9 million units. Replacement tire volume decreased 0.6 million units, or 8.0%, primarily in the lower end of the consumer tire market due to competition from increased imports of tires from Asia, while OE tire volume increased 0.2 million units, or 5.2%, primarily in our consumer business due to increased vehicle production.

     Net sales in the first six months of 2011 were $1,225 million, increasing $218 million, or 21.6%, from $1,007 million in the first six months of 2010. Net sales increased due primarily to improved price and product mix of $154 million, favorable foreign currency translation of $91 million, primarily in Brazil, and sales by other tire-related businesses of $34 million. These increases were partially offset by lower tire volume of $34 million and $25 million due to the farm tire divestiture.

     Operating income in the first six months of 2011 was $121 million, decreasing $21 million, or 14.8%, from $142 million in the first six months of 2010. Operating income decreased due primarily to higher conversion costs of $34 million, higher SAG expenses of $13 million, including equity-based taxes of $5 million, lower tire volume of $11 million, and $8 million due to the farm tire divestiture. These decreases were partially offset by improved price and product mix of $133 million which more than offset increased raw material costs of $103 million, favorable foreign currency translation of $7 million, and higher operating income from increased sales by other tire-related businesses of $4 million. The higher conversion costs were primarily driven by wage inflation, a depreciation adjustment related to prior periods of $8 million, an increase of $5 million driven by a first quarter 2010 adjustment of a legal claim reserve for payroll taxes, and ramp-up costs related to the expansion of our manufacturing facility in Chile. Conversion costs and SAG expenses included savings from rationalization plans of $9 million and $3 million, respectively. The first six months of 2010 also included a second quarter charge of $3 million due to a one-time importation cost adjustment.

     Operating income in the first six months of 2011 excluded net gains on asset sales of $4 million. Operating income in the first six months of 2010 excluded net gains on asset sales of $7 million and net rationalization charges of $3 million.

     Latin American Tire’s operating income is expected to be adversely impacted by approximately $30 million to $35 million on an annualized basis following the sale of our Latin American Tire farm tire business on April 1, 2011.

     For information on our Venezuelan subsidiary, refer to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Overview” below.

Asia Pacific Tire

	Three Months Ended												Six Months Ended
	June 30,												June 30,
										Percent												Percent
(In millions)	2011			2010			Change			Change			2011			2010			Change			Change
Tire Units		5.2			5.3			(0.1	)		(2.4	)%		10.3			10.5			(0.2	)		(2.2	)%
Net Sales	$	626		$	495		$	131			26.5	%	$	1,177		$	979		$	198			20.2	%
Operating Income		65			64			1			1.6	%		132			133			(1	)		(0.8	)%
Operating Margin		10.4	%		12.9	%								11.2	%		13.6	%

Three Months Ended June 30, 2011 and 2010

Asia Pacific Tire unit sales in the second quarter of 2011 decreased 0.1 million units, or 2.4%, to 5.2 million units. Replacement tire volume increased 0.1 million units, or 2.9%, primarily in consumer replacement, while OE tire volume decreased 0.2 million units, or 10.2%. Decreases in OE unit sales were primarily caused by

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supply disruptions at OE manufacturers as a result of the natural disaster in Japan. Increased replacement tire volume in China and India more than offset declines in Australia and New Zealand due to a continued weak retail environment.

     Net sales in the second quarter of 2011 were $626 million, increasing $131 million, or 26.5%, from $495 million in the second quarter of 2010. Net sales increased due primarily to improved price and product mix of $78 million, and favorable foreign currency translation of $63 million, largely resulting from the appreciation of the Australian dollar. These increases were partially offset by lower tire volume of $10 million.

     Operating income in the second quarter of 2011 was $65 million, increasing $1 million, or 1.6%, from $64 million in the second quarter of 2010. Operating income increased due primarily to improved price and product mix of $83 million, which more than offset increased raw material costs of $61 million, and favorable foreign currency translation of $7 million. These increases were partially offset by incremental start-up expenses for our new manufacturing facility in Pulandian, China of $10 million, higher SAG expenses of $7 million, primarily to support sales growth in China and India, higher transportation and other costs of $4 million, higher conversion costs of $3 million, and lower tire volume of $2 million.

     Operating income in the second quarter of 2011 excluded net rationalization charges of $6 million and charges for accelerated depreciation of $1 million. Operating income in the second quarter of 2010 excluded net rationalization charges of $7 million and charges for accelerated depreciation of $5 million.

Six Months Ended June 30, 2011 and 2010

Asia Pacific Tire unit sales in the first six months of 2011 decreased 0.2 million units, or 2.2%, to 10.3 million units. Replacement tire volume was flat, while OE tire volume decreased 0.2 million units, or 4.6%, primarily in our consumer business. Decreases in OE unit sales were primarily caused by supply disruptions at OE manufacturers as a result of the natural disaster in Japan. Increased replacement tire volume in China and India offset declines in Australia and New Zealand due to a continued weak retail environment.

     Net sales in the first six months of 2010 were $1,177 million, increasing $198 million, or 20.2%, from $979 million in the first six months of 2010. Net sales increased due primarily to improved price and product mix of $115 million, which more than offset lower tire volume of $18 million, and favorable foreign currency translation of $99 million.

     Operating income in the first six months of 2011 was $132 million, decreasing $1 million, or 0.8%, from $133 million in the first six months of 2010. Operating income decreased due primarily to incremental start-up expenses for our new manufacturing facility in Pulandian, China of $17 million, higher SAG expenses of $10 million, primarily to support sales growth in China and India, higher transportation and other costs of $7 million, higher conversion costs of $6 million and lower tire volume of $4 million. These were partially offset by improved price and product mix of $127 million which more than offset increased raw material costs of $98 million and favorable foreign currency translation of $11 million.

     Operating income in the first six months of 2011 excluded net rationalization charges of $8 million and charges for accelerated depreciation of $2 million. Operating income in the first six months of 2010 excluded net gains on asset sales of $15 million, net rationalization charges of $8 million, and charges for accelerated depreciation and asset write-offs of $7 million.

     In 2011, start-up expenses of our new manufacturing facility in Pulandian, China are expected to adversely impact Asia Pacific Tire’s operating income by $30 million to $40 million compared to 2010.

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LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash generated from our operating and financing activities. Our cash flows from operating activities are driven primarily by our operating results and changes in our working capital requirements and our cash flows from financing activities are dependent upon our ability to access credit or other capital.

     We experienced uneven industry conditions in the second quarter of 2011 as the economic recovery in developed markets was impacted by uncertainty surrounding debt issues in the United States and Europe, continued high levels of unemployment and high fuel prices, all of which had a negative impact on customer and consumer confidence. In emerging markets, high inflation and interest rates also contributed to uneven industry growth. In the second quarter of 2011, we amended and restated our European revolving credit facility and completed an offering by GDTE of €250 million 6.75% senior notes due 2019. These European transactions extended our maturities, decreased our level of secured debt, further diversified our creditor and investor base, and provided access to European capital markets, thereby strengthening our balance sheet and further improving our liquidity position. We also redeemed $350 million of our 10.5% senior notes due 2016 during the second quarter of 2011.

     In the first six months of 2011, we had net cash used by operating activities of $669 million compared to $183 million provided by operating activities in the first six months of 2010, which reflects higher working capital exceeding the benefit of improved operating results.

     At June 30, 2011, we had $1,804 million in Cash and cash equivalents, compared to $2,005 million at December 31, 2010. Cash and cash equivalents decreased from December 31, 2010 due primarily to cash used for operating activities of $669 million and capital expenditures of $532 million, which were partially offset by net proceeds from our mandatory convertible preferred stock issuance of $485 million and increased net borrowings of $468 million.

     At June 30, 2011, we had $2,398 million of unused availability under our various credit agreements, compared to $2,475 million at December 31, 2010. The table below provides unused availability under our credit facilities at those dates:

	June 30,		December 31,
(In millions)	2011		2010
$1.5 billion first lien revolving credit facility due 2013	$	1,085	$	1,001
€400 million revolving credit facility due 2016		435		664
Chinese credit facilities		231		394
Other domestic and international debt		270		158
Notes payable and overdrafts		377		258
	$	2,398	$	2,475

At June 30, 2011, our unused availability included $231 million which can only be used to finance the relocation and expansion of our manufacturing facilities in China. These credit facilities, along with government grants, should provide funding for most of the cost related to the relocation and expansion of these manufacturing facilities. There were $329 million of borrowings outstanding under these credit facilities at June 30, 2011.

     We have deposited our cash and cash equivalents and entered into various credit agreements and derivative contracts with financial institutions that we considered to be substantial and creditworthy at the time of such transactions. We seek to control our exposure to these financial institutions by diversifying our deposits, credit agreements and derivative contracts across multiple financial institutions, by setting deposit and counterparty credit limits based on long term credit ratings and other indicators of credit risk such as credit default swap spreads, and by monitoring the financial strength of these financial institutions on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to financial institutions in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a financial institution. However, we cannot provide assurance that we will not experience losses or delays in accessing our deposits or lines of credit due to the nonperformance of a financial institution. Our inability to access our cash deposits or make draws on our lines of credit, or the inability of a counterparty to fulfill its contractual obligations to us, could have a material adverse effect on our liquidity, financial position or results of operations in the period in which it occurs.

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     In 2011, we expect our operating needs to include global contributions to our funded pension plans of approximately $250 million to $300 million and our investing needs to include capital expenditures of approximately $1.1 billion to $1.2 billion. We also expect interest expense to range between $325 million and $350 million and, when and if future dividends are declared, dividends on our mandatory convertible preferred stock to be $22 million. We intend to operate the business in a way that allows us to address these needs with our existing cash and available credit if they cannot be funded by cash generated from operations. If market opportunities exist, we may choose to undertake additional financing actions in order to further enhance our liquidity position which could include obtaining new bank debt or capital markets transactions.

     The Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 (the “Pension Relief Act”) provides funding relief for defined benefit pension plan sponsors by deferring near-term contributions. As allowed by the Pension Relief Act, we elected funding relief for the 2009 plan year and expect to elect funding relief for the 2011 plan year, which is expected to reduce our total U.S. pension contributions in 2011 to 2014 by approximately $275 million to $325 million. We currently estimate that we will be required to make contributions to our funded U.S. pension plans of approximately $200 million to $225 million in 2011. The reduction from funding relief will result in increased contributions in years after 2014.

     In addition, Sumitomo Rubber Industries, Ltd. (“SRI”) has minority exit rights upon the occurrence of certain events enumerated in the global alliance agreements, including certain bankruptcy events, changes in our control or breaches (subject to notice and the opportunity to cure) of the global alliance agreements. SRI’s exit rights, if triggered and exercised, could require us to make a substantial payment to acquire SRI’s interests in GDTE and Goodyear Dunlop Tires North America, Ltd. (“GDTNA”) following the determination of the fair value of SRI’s interests. For further information regarding our global alliance with SRI, including the events that could trigger SRI’s exit rights, see “Item 1. Business. Description of Goodyear’s Business — Global Alliance” in our 2010 Form 10-K. As of the date of this filing, SRI has not provided us notice of any exit rights that have become exercisable.

     Our ability to service debt and operational requirements is also dependent, in part, on the ability of our subsidiaries to make distributions of cash to various other entities in our consolidated group, whether in the form of dividends, loans or otherwise. In certain countries where we operate, such as Venezuela, transfers of funds into or out of such countries by way of dividends, loans, advances or payments to third-party or affiliated suppliers are generally or periodically subject to certain requirements, such as obtaining approval from the foreign government and/or currency exchange board before net assets can be transferred out of the country. In addition, certain of our credit agreements and other debt instruments limit the ability of foreign subsidiaries to make distributions of cash. Thus, we would have to repay and/or amend these credit agreements and other debt instruments in order to use this cash to service our consolidated debt. Because of the inherent uncertainty of satisfactorily meeting these requirements or limitations, we do not consider the net assets of our subsidiaries, including our Venezuelan subsidiary, that are subject to such requirements or limitations to be integral to our liquidity or our ability to service our debt and operational requirements.

     Effective January 1, 2010, Venezuela’s economy was considered to be highly inflationary under U.S. generally accepted accounting principles since it experienced a rate of general inflation in excess of 100% over the latest three year period, based upon the blended Consumer Price Index and National Consumer Price Index. Accordingly, the U.S. dollar was determined to be the functional currency of our Venezuelan subsidiary. All gains and losses resulting from the remeasurement of its financial statements since January 1, 2010 were determined using official exchange rates and are reported in Other Expense.

     On January 8, 2010, Venezuela established a two-tier exchange rate structure for essential and non-essential goods. For essential goods the official exchange rate was 2.6 bolivares fuertes to the U.S. dollar and for non-essential goods the official exchange rate was 4.3 bolivares fuertes to the U.S. dollar. On January 1, 2011, the two-tier exchange rate structure was eliminated. For our unsettled amounts at December 31, 2010 and going forward, the official exchange rate of 4.3 bolivares fuertes to the U.S. dollar will be used for substantially all goods.

     The $110 million foreign currency exchange loss in the first quarter of 2010 primarily consisted of a $157 million remeasurement loss on bolivar-denominated net monetary assets and liabilities, including deferred taxes, at the time of the January 2010 devaluation. The loss was primarily related to cash deposits in Venezuela that were remeasured at the official exchange rate of 4.3 bolivares fuertes applicable to non-essential goods, and was partially offset by a $47 million subsidy receivable related to U.S. dollar-denominated payables that were expected to be settled at the official subsidy exchange rate of 2.6 bolivares fuertes applicable to essential goods. Since we expected these payables to be settled at the subsidy essential goods rate, we established a subsidy receivable to reflect the expected benefit to be received in the form of the difference

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between the essential and non-essential goods exchange rates. Throughout 2010, we periodically assessed our ability to realize the benefit of the subsidy receivable, and a substantial portion of purchases by our Venezuelan subsidiary had qualified and settled at the official exchange rate for essential goods. As a result of the elimination of the official subsidy exchange rate for essential goods, we recorded a foreign exchange loss of $24 million in the fourth quarter of 2010 related to the reversal of the subsidy receivable at December 31, 2010.

     If in the future we convert bolivares fuertes at a rate other than the official exchange rate or the official exchange rate is revised, we may realize additional losses that would be recorded in the Statement of Operations. At June 30, 2011, we had bolivar fuerte denominated monetary assets of $274 million which consisted primarily of $241 million of cash, $17 million of deferred tax assets and $15 million of accounts receivable, and bolivar fuerte denominated monetary liabilities of $98 million which consisted primarily of $55 million of intercompany payables, including $31 million of dividends, $15 million of accounts payable — trade, $13 million of compensation and benefits and $8 million of income taxes payable. At December 31, 2010, we had bolivar fuerte denominated monetary assets of $210 million which consisted primarily of $188 million of cash, $18 million of deferred tax assets and $4 million of accounts receivable, and bolivar fuerte denominated monetary liabilities of $75 million which consisted primarily of $48 million of intercompany payables, including $31 million of dividends, $12 million of accounts payable — trade and $7 million of compensation and benefits. All monetary assets and liabilities were remeasured at 4.3 bolivares fuertes to the U.S. dollar at June 30, 2011 and December 31, 2010.

     Goodyear Venezuela’s sales were 1.3% and 1.0% of our net sales for the three months ended June 30, 2011 and 2010, respectively, and were 1.4% and 1.0% of our net sales for the six months ended June 30, 2011 and 2010, respectively. Goodyear Venezuela’s cost of goods sold was 1.1% of our cost of goods sold for the three and six months ended June 30, 2011, and was 0.9% for the three and six months ended June 30, 2010. Goodyear Venezuela’s sales are bolivar fuerte denominated and cost of goods sold are approximately 61% bolivar fuerte denominated and approximately 39% U.S. dollar denominated. A further 10% decrease in the bolivar fuerte against the U.S. dollar would decrease Goodyear Venezuela’s sales and increase cost of goods sold by approximately $37 million and approximately $24 million, respectively, on an annual basis.

     During the six month period ended June 30, 2011, Goodyear Venezuela settled $35 million and $84 million, respectively, of U.S. dollar-denominated intercompany payables and accounts payable — trade. For the six month period ended June 30, 2011, 85% of those payables were settled at the official exchange rate of 4.3 bolivares fuertes to the U.S. dollar and 15% were settled at the essential goods rate of 2.6 bolivares fuertes to the U.S. dollar, and for the six month period ended June 30, 2010, nearly 100% were settled at the essential goods rate of 2.6 bolivares fuertes to the U.S. dollar. At June 30, 2011, settlements of U.S. dollar-denominated liabilities pending before the currency exchange board were approximately $119 million, all of which are expected to settle at the official exchange rate of 4.3 bolivares fuertes to the U.S. dollar. At June 30, 2011, approximately $39 million of the requested settlements were pending up to 180 days, approximately $1 million were pending from 180 to 360 days and approximately $79 million were pending over one year. Amounts pending over one year include imported tires of $19 million, intercompany charges for royalties of $17 million and dividends payable of $31 million. Currency exchange controls in Venezuela continue to limit our ability to remit funds from Venezuela.

     Goodyear Venezuela contributed a significant portion of Latin American Tire’s sales and operating income in 2010. The devaluation of the Venezuelan bolivar fuerte against the U.S. dollar in January 2010 and weak economic conditions and operational disruptions in Venezuela adversely impacted Latin American Tire’s operating income in 2010. We continue to face operational challenges in Venezuela, including high absenteeism, difficulties importing raw materials and finished goods, and the January 1, 2011 elimination of the two-tier exchange rate structure. In response to conditions in Venezuela and the devaluations, we continue to evaluate the need to adjust prices for our products while remaining competitive and have taken steps to address our operational challenges, including securing necessary approvals for import licenses and increasing the local production of certain tires. Our pricing policies take into account factors such as fluctuations in raw material and other production costs, market demand and adherence to government price controls. The elimination of the two-tier exchange rate structure is not expected to have a significant impact on Latin American Tire’s sales and operating income in 2011 as compared to 2010. For a discussion of the risks related to our international operations, including Venezuela, see “Item 1A. Risk Factors” in our 2010 Form 10-K.

     We believe that our liquidity position is adequate to fund our operating and investing needs and debt maturities in 2011 and to provide us with flexibility to respond to further changes in the business environment. If market opportunities exist, we may choose to undertake additional financing actions in order to further enhance our liquidity position which could include obtaining new bank debt or capital markets transactions. However, the challenges we face may cause a material

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reduction in our liquidity as a result of an adverse change in our cash flow from operations or our access to credit or other capital. See “Item 1A. Risk Factors” in our 2010 Form 10-K for a more detailed discussion of these challenges.

Operating Activities

Net cash used in operating activities was $669 million in the first six months of 2011, compared to net cash provided of $183 million in the first six months of 2010. The increase in net cash used in operating activities was due primarily to an increase in working capital due to higher selling prices and raw material costs. In addition, normal seasonal factors and weaker industry sales during the second quarter, particularly in North American Tire, drove a higher level of inventory. The first six months of 2011 included net cash outflows of $1,256 million for trade working capital, compared with net cash outflows of $518 million in the first six months of 2010.

Investing Activities

Net cash used in investing activities was $483 million in the first six months of 2011, compared to $353 million in the first six months of 2010. Capital expenditures were $532 million in the first six months of 2011, compared to $358 million in the first six months of 2010. The increase in capital expenditures in 2011 is due primarily to the continued expansion of manufacturing capacity in China and Chile. Investing activities include net cash outflows of $51 million, reflecting funds which are restricted to use primarily for the relocation and expansion of our manufacturing facilities in China and a pension guarantee in EMEA.

Financing Activities

Net cash provided by financing activities was $927 million in the first six months of 2011, compared to $165 million in the first six months of 2010. Financing activities in 2011 included $485 million of net proceeds from the issuance of our mandatory convertible preferred stock and net borrowings of $468 million to fund working capital needs and capital expenditures.

Credit Sources

In aggregate, we had total credit arrangements of $8,105 million available at June 30, 2011, of which $2,398 million were unused, compared to $7,689 million available at December 31, 2010, of which $2,475 million were unused. At June 30, 2011, we had long term credit arrangements totaling $7,467 million, of which $2,021 million were unused, compared to $7,193 million and $2,217 million, respectively, at December 31, 2010. At June 30, 2011, we had short term committed and uncommitted credit arrangements totaling $638 million, of which $377 million were unused, compared to $496 million and $258 million, respectively, at December 31, 2010. The continued availability of the short term uncommitted arrangements is at the discretion of the relevant lender and may be terminated at any time.

     See Note 8, Financing Arrangements and Derivative Financial Instruments for a discussion of the redemption of a portion of our 10.5% senior notes due 2016, the amendment and restatement of our European revolving credit facility and the issuance of €250 million of GDTE 6.75% senior notes due 2019. See Note 13, Mandatory Convertible Preferred Stock for a discussion of our 5.875% mandatory convertible preferred stock.

Outstanding Notes

At June 30, 2011, we had $2,398 million of outstanding notes, compared to $2,371 million at December 31, 2010.

     For additional information on our outstanding notes, refer to the Note to Consolidated Financial Statements, No. 12, Financing Arrangements and Derivative Financial Instruments, in our 2010 Form 10-K.

$1.5 Billion Amended and Restated First Lien Revolving Credit Facility due 2013

Our $1.5 billion first lien revolving credit facility is available in the form of loans or letters of credit, with letter of credit availability limited to $800 million. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to $250 million. Our obligations under the facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries. Our obligations under this facility and our subsidiaries’ obligations under the related guarantees are secured by first priority security interests in a variety of collateral. Availability under the facility is subject to a borrowing base, which is based on eligible accounts receivable and inventory of the parent company and certain of its U.S. and Canadian subsidiaries, after adjusting for customary factors that are subject to modification from time to time by the administrative agent and the majority lenders at their discretion (not to be exercised unreasonably). Modifications are

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based on the results of periodic collateral and borrowing base evaluations and appraisals. To the extent that our eligible accounts receivable and inventory decline, our borrowing base will decrease and the availability under the facility may decrease below $1.5 billion. In addition, if the amount of outstanding borrowings and letters of credit under the facility exceeds the borrowing base, we are required to prepay borrowings and/or cash collateralize letters of credit sufficient to eliminate the excess. As of June 30, 2011, our borrowing base was above the facility’s stated amount of $1.5 billion.

     At June 30, 2011, we had no borrowings outstanding and $415 million of letters of credit issued under the revolving credit facility. At December 31, 2010, we had no borrowings outstanding and $474 million of letters of credit issued under the revolving credit facility.

$1.2 Billion Amended and Restated Second Lien Term Loan Facility due 2014

Our obligations under this facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries and are secured by second priority security interests in the same collateral securing the $1.5 billion first lien revolving credit facility. At June 30, 2011 and December 31, 2010, this facility was fully drawn.

€400 Million Amended and Restated Senior Secured European Revolving Credit Facility due 2016

Our amended and restated €400 million revolving credit facility consists of a €100 million German tranche that is available only to Goodyear Dunlop Tires Germany GmbH (the “German borrower”) and a €300 million all-borrower tranche that is available to GDTE, the German borrower and certain of GDTE’s other subsidiaries. Up to €50 million in letters of credit are available for issuance under the all-borrower tranche. GDTE and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany provide guarantees to support the facility. GDTE’s obligations under the facility and the obligations of its subsidiaries under the related guarantees are secured by security interests in a variety of collateral. Goodyear and its U.S. and Canadian subsidiaries that guarantee our U.S. senior secured credit facilities also provide unsecured guarantees to support the facility.

     At June 30, 2011, there were no borrowings outstanding under the German tranche and $138 million (€95 million) was outstanding under the all-borrower tranche. At December 31, 2010, there were no borrowings under the revolving credit facility. Letters of credit issued under the all-borrower tranche totaled $7 million (€5 million) at June 30, 2011 and $12 million (€9 million) at December 31, 2010.

     Each of our first lien revolving credit facility and our European revolving credit facility have customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our financial condition since December 31, 2006 under the first lien facility and December 31, 2010 under the European facility. Each of the facilities described above have customary defaults, including cross-defaults to material indebtedness of Goodyear and our subsidiaries. For a description of the collateral securing the above facilities as well as the covenants applicable to them, please refer to “Covenant Compliance” below, the Note to the Consolidated Financial Statements No. 12, Financing Arrangements and Derivative Financial Instruments, in our 2010 Form 10-K and Note 8, Financing Arrangements and Derivative Financial Instruments, in this Form 10-Q.

International Accounts Receivable Securitization Facilities (On-Balance Sheet)

GDTE and certain of its subsidiaries are parties to a pan-European accounts receivable securitization facility that provides up to €450 million of funding and expires in 2015. Utilization under this facility is based on current available receivable balances. The facility is subject to customary annual renewal of back-up liquidity commitments.

     The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GDTE subsidiaries to a bankruptcy-remote French company controlled by one of the liquidity banks in the facility. These subsidiaries retain servicing responsibilities. At June 30, 2011, the amount available and fully utilized under this program totaled $463 million (€320 million), compared to $319 million (€238 million) at December 31, 2010. The program did not qualify for sale accounting, and accordingly, these amounts are included in Long term debt and capital leases.

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     In addition to the pan-European accounts receivable securitization facility discussed above, subsidiaries in Australia have an accounts receivable securitization program totaling $83 million and $72 million at June 30, 2011 and December 31, 2010, respectively. The receivables sold under this program also serve as collateral for the related facility. We retain the risk of loss related to these receivables in the event of non-payment. These amounts are included in Notes payable and overdrafts.

Accounts Receivable Factoring Facilities (Off-Balance Sheet)

Various subsidiaries sell certain of their trade receivables under off-balance sheet programs. For these programs, we have concluded that there is no risk of loss to us from non-payment of the sold receivables. At June 30, 2011, the gross amount of receivables sold was $149 million, compared to $126 million at December 31, 2010.

Other Foreign Credit Facilities

Our Chinese subsidiary has two financing agreements in China. At June 30, 2011, these non-revolving credit facilities had total unused availability of 1.5 billion renminbi ($231 million) and can only be used to finance the relocation and expansion of our manufacturing facilities in China. The facilities contain covenants relating to our Chinese subsidiary and have customary representations and warranties and defaults relating to our Chinese subsidiary’s ability to perform its obligations under the facilities. One of the facilities (with 1.1 billion renminbi of unused availability at June 30, 2011) matures in 2016 and principal amortization begins in 2013. There were $194 million and $99 million of borrowings outstanding under this facility at June 30, 2011 and December 31, 2010, respectively. The other facility (with 0.4 billion renminbi of unused availability at June 30, 2011) matures in 2018 and principal amortization begins in 2015. There were $135 million and $54 million of borrowings outstanding under this facility at June 30, 2011 and December 31, 2010, respectively. Restricted cash of $33 million and $8 million was related to funds obtained under these credit facilities at June 30, 2011 and December 31, 2010, respectively.

Covenant Compliance

Our amended and restated first lien revolving and second lien credit facilities and some of the indentures governing our notes contain certain covenants that, among other things, limit our ability to incur additional debt or issue redeemable preferred stock, make certain restricted payments or investments, incur liens, sell assets, incur restrictions on the ability of our subsidiaries to pay dividends to us, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications.

     We have additional financial covenants in our first lien revolving and second lien credit facilities that are currently not applicable. We only become subject to these financial covenants when certain events occur. These financial covenants and related events are as follows:

• We become subject to the financial covenant contained in our first lien revolving credit facility when the aggregate amount of our Parent Company and Guarantor subsidiaries cash and cash equivalents (“Available Cash”) plus our availability under our first lien revolving credit facility is less than $150 million. If this were to occur, our ratio of EBITDA to Consolidated Interest Expense may not be less than 2.0 to 1.0 for any period of four consecutive fiscal quarters. As of June 30, 2011, our availability under this facility of $1,085 million, plus our Available Cash of $608 million, totaled $1.7 billion, which is in excess of $150 million.

• We become subject to a covenant contained in our second lien credit facility upon certain asset sales. The covenant provides that, before we use cash proceeds from certain asset sales to repay any junior lien, senior unsecured or subordinated indebtedness, we must first offer to prepay borrowings under the second lien credit facility unless our ratio of Consolidated Net Secured Indebtedness to EBITDA (Pro Forma Senior Secured Leverage Ratio) for any period of four consecutive fiscal quarters is equal to or less than 3.0 to 1.0.

In addition, our amended and restated European revolving credit facility contains non-financial covenants similar to the non-financial covenants in our first and second lien credit facilities that are described above and a financial covenant applicable only to GDTE and its subsidiaries. This financial covenant provides that we are not permitted to allow GDTE’s ratio of Consolidated Net J.V. Indebtedness to Consolidated European J.V. EBITDA for a period of four consecutive fiscal quarters to be greater than 3.0 to 1.0 at the end of any fiscal quarter. Consolidated Net J.V. Indebtedness is determined net of the sum

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of cash and cash equivalents in excess of $100 million held by GDTE and its subsidiaries, and cash and cash equivalents in excess of $150 million held by the Parent Company and its U.S. subsidiaries and availability under our first lien revolving credit facility if the ratio of EBITDA to Consolidated Interest Expense described above is not applicable and the conditions to borrowing under the first lien revolving credit facility are met. Consolidated Net J.V. Indebtedness also excludes loans from other consolidated Goodyear entities. This financial covenant is also included in our pan-European accounts receivable securitization facility. At June 30, 2011, we were in compliance with this financial covenant.

     Our amended and restated credit facilities also state that we may only incur additional debt or make restricted payments that are not otherwise expressly permitted if, after giving effect to the debt incurrence or the restricted payment, our ratio of EBITDA to Consolidated Interest Expense for the prior four fiscal quarters would exceed 2.0 to 1.0. Certain of our senior note indentures have substantially similar limitations on incurring debt and making restricted payments. Our credit facilities and indentures also permit the incurrence of additional debt through other provisions in those agreements without regard to our ability to satisfy the ratio-based incurrence test described above. We believe that these other provisions provide us with sufficient flexibility to incur additional debt necessary to meet our operating, investing and financing needs without regard to our ability to satisfy the ratio-based incurrence test.

     There are no known future changes to, or new covenants in, any of our existing debt obligations other than as described above. Covenants could change based upon a refinancing or amendment of an existing facility, or additional covenants may be added in connection with the incurrence of new debt.

     At June 30, 2011, we were in compliance with the currently applicable material covenants imposed by our principal credit facilities and indentures.

     The terms “Available Cash,” “EBITDA,” “Consolidated Interest Expense,” “Consolidated Net Secured Indebtedness,” “Pro Forma Senior Secured Leverage Ratio,” “Consolidated Net J.V. Indebtedness” and “Consolidated European J.V. EBITDA” have the meanings given them in the respective credit facilities.

Potential Future Financings

In addition to our previous financing activities, we may seek to undertake additional financing actions which could include restructuring bank debt or capital markets transactions, possibly including the issuance of additional debt or equity. Given the challenges that we face and the uncertainties of the market conditions, access to the capital markets cannot be assured.

     Our future liquidity requirements may make it necessary for us to incur additional debt. However, a substantial portion of our assets are already subject to liens securing our indebtedness. As a result, we are limited in our ability to pledge our remaining assets as security for additional secured indebtedness. In addition, no assurance can be given as to our ability to raise additional unsecured debt.

Asset Dispositions

The restrictions on asset sales imposed by our material indebtedness have not affected our strategy of divesting non-core businesses, and those divestitures have not affected our ability to comply with those restrictions.

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COMMITMENTS AND CONTINGENT LIABILITIES

Contractual Obligations

Significant updates to our contractual obligations and commitments to make future payments are provided below. Additional information regarding our contractual obligations and commitments can be found under the heading “Commitments and Contingent Liabilities” in our 2010 Form 10-K. Items not included below can be found in the Contractual Obligations Table in our 2010 Form 10-K.

	Payment Due by Period as of December 31, 2010
													Beyond
(In millions)	Total		2011		2012		2013		2014		2015		2015
Debt Obligations (1)	$	4,724	$	423	$	97	$	103	$	1,207	$	324	$	2,570
Interest Payments (2)		2,066		307		272		260		240		227		760
Binding Commitments (3)		4,269		2,876		536		342		231		243		41

(1)	Debt obligations include Notes payable and overdrafts and reflect the maturities as of December 31, 2010 updated to include the redemption of $350 million of our 10.5% senior notes due 2016 and the issuance of €250 million of GDTE 6.75% senior notes due 2019.
(2)	These amounts represent future interest payments related to our existing debt obligations and capital leases based on fixed and variable interest rates specified in the associated debt and lease agreements. Payments related to variable rate debt are based on the six-month LIBOR rate at December 31, 2010 plus the specified margin in the associated debt agreements for each period presented. These amounts were updated to reflect the interest payments related to the redemption of $350 million of our 10.5% senior notes due 2016 and the issuance of €250 million of GDTE 6.75% senior notes due 2019.
(3)	Binding commitments are for raw materials, capital expenditures, utilities, and various other types of contracts, updated to include the impact of new commitments entered into since December 31, 2010.

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FORWARD-LOOKING INFORMATION — SAFE HARBOR STATEMENT

Certain information in this Form 10-Q (other than historical data and information) may constitute forward-looking statements regarding events and trends that may affect our future operating results and financial position. The words “estimate,” “expect,” “intend” and “project,” as well as other words or expressions of similar meaning, are intended to identify forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Form 10-Q. Such statements are based on current expectations and assumptions, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including:

• if we do not achieve projected savings from various cost reduction initiatives or successfully implement other strategic initiatives our operating results, financial condition and liquidity may be materially adversely affected;

• higher raw material and energy costs may materially adversely affect our operating results and financial condition;

• our pension plans are significantly underfunded and further increases in the underfunded status of the plans could significantly increase the amount of our required contributions and pension expense;

• we face significant global competition, increasingly from lower cost manufacturers, and our market share could decline;

• deteriorating economic conditions in any of our major markets, or an inability to access capital markets or third-party financing when necessary, may materially adversely affect our operating results, financial condition and liquidity;

• work stoppages, financial difficulties or supply disruptions at our major OE customers, dealers or suppliers could harm our business;

• our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner;

• if we experience a labor strike, work stoppage or other similar event our financial position, results of operations and liquidity could be materially adversely affected;

• our long term ability to meet current obligations and to repay maturing indebtedness is dependent on our ability to access capital markets in the future and to improve our operating results;

• we have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health;

• any failure to be in compliance with any material provision or covenant of our secured credit facilities could have a material adverse effect on our liquidity and our results of operations;

• our international operations have certain risks that may materially adversely affect our operating results;

• we have foreign currency translation and transaction risks that may materially adversely affect our operating results;

• our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly;

• we have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes in our net sales;

• we may incur significant costs in connection with product liability and other tort claims;

• our reserves for product liability and other tort claims and our recorded insurance assets are subject to various

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	uncertainties, the outcome of which may result in our actual costs being significantly higher than the amounts recorded;
•	we may be required to provide letters of credit or post cash collateral if we are subject to a significant adverse judgment or if we are unable to obtain surety bonds, which may have a material adverse effect on our liquidity;
•	we are subject to extensive government regulations that may materially adversely affect our operating results;
•	the terms and conditions of our global alliance with SRI provide for certain exit rights available to SRI upon the occurrence of certain events, which could require us to make a substantial payment to acquire SRI’s minority interests in GDTE and GDTNA following the determination of the fair value of those interests;
•	if we are unable to attract and retain key personnel, our business could be materially adversely affected; and
•	we may be impacted by economic and supply disruptions associated with events beyond our control, such as war, acts of terror, political unrest, public health concerns, labor disputes or natural disasters.

It is not possible to foresee or identify all such factors. We will not revise or update any forward-looking statement or disclose any facts, events or circumstances that occur after the date hereof that may affect the accuracy of any forward-looking statement.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We utilize derivative financial instrument contracts and nonderivative instruments to manage interest rate, foreign exchange and commodity price risks. We have established a control environment that includes policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. We do not hold or issue derivative financial instruments for trading purposes.

Commodity Price Risk

The raw material costs to which our operations are principally exposed include the cost of natural rubber, synthetic rubber, carbon black, fabrics, steel cord and other petrochemical-based commodities. Approximately two-thirds of our raw materials are oil-based derivatives, whose cost may be affected by fluctuations in the price of oil. We currently do not hedge commodity prices. We do, however, use various strategies to partially offset cost increases for raw materials, including centralizing purchases of raw materials through our global procurement organization in an effort to leverage our purchasing power, expanding our capabilities to substitute lower-cost raw materials and reducing the amount of natural rubber required in each tire.

Interest Rate Risk

We continuously monitor our fixed and floating rate debt mix. Within defined limitations, we manage the mix using refinancing. At June 30, 2011, 44% of our debt was at variable interest rates averaging 4.15% compared to 41% at an average rate of 3.72% at December 31, 2010.

     The following table presents information about long term fixed rate debt, excluding capital leases, at June 30:

(In millions)
Fixed Rate Debt	2011		2010
Carrying amount — liability	$	2,873	$	2,516
Fair value — liability		3,018		2,636
Pro forma fair value — liability		3,118		2,714

The pro forma information assumes a 100 basis point decrease in market interest rates at June 30, 2011 and 2010, respectively, and reflects the estimated fair value of fixed rate debt outstanding at that date under that assumption. The sensitivity of our fixed rate debt to changes in interest rates was determined using current market pricing models.

Foreign Currency Exchange Risk

We enter into foreign currency contracts in order to reduce the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade receivables and payables, equipment acquisitions, intercompany loans and royalty agreements and forecasted purchases and sales. Contracts hedging short-term trade receivables and payables normally have no hedging designation.

     The following table presents foreign currency contract information at June 30:

(In millions)	2011			2010
Fair value — asset (liability)	$	(10	)	$	5
Pro forma decrease in fair value		(146	)		(116	)
Contract maturities		7/11-10/19			7/10-10/19

     The pro forma decrease in fair value assumes a 10% adverse change in underlying foreign exchange rates at June 30 of each year, and reflects the estimated change in the fair value of contracts outstanding at that date under that assumption. The sensitivity of our foreign currency positions to changes in exchange rates was determined using current market pricing models.

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     Fair values are recognized on the Consolidated Balance Sheet at June 30 as follows:

(In millions)	2011			2010
Accounts receivable	$	12		$	8
Other Assets		1			—
Other Current Liabilities		(23	)		(2	)
Other Long Term Liabilities		—			(1	)

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for a discussion of our management of counterparty risk.

ITEM 4. CONTROLS AND PROCEDURES.

Management’s Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” which, consistent with Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, we define to mean controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.

     Our management, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of June 30, 2011 (the end of the period covered by this Quarterly Report on Form 10-Q).

Changes in Internal Control Over Financial Reporting

We are continuing the phased implementation of enterprise resource planning systems in our EMEA, Latin American Tire and Asia Pacific Tire SBUs, a significant portion of which were completed in 2010 and 2011, with the balance to be completed in 2011 and 2012. We believe we are maintaining and monitoring appropriate internal controls during the implementation period. There have been no other changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Asbestos Litigation

As reported in our Form 10-Q for the period ended March 31, 2011, we were one of numerous defendants in legal proceedings in certain state and Federal courts involving approximately 83,300 claimants relating to their alleged exposure to materials containing asbestos in products allegedly manufactured by us or asbestos materials present in our facilities. During the second quarter of 2011, approximately 400 new claims were filed against us and approximately 1,000 were settled or dismissed. The amount expended on asbestos defense and claim resolution by Goodyear and its insurance carriers during the second quarter and first six months of 2011 was $5 million and $9 million, respectively. At June 30, 2011, there were approximately 82,700 asbestos claims pending against us. The plaintiffs are seeking unspecified actual and punitive damages and other relief. See Note 12, “Commitments and Contingent Liabilities” in this Form 10-Q for additional information on asbestos litigation.

     Reference is made to Item 3 of Part I of our 2010 Form 10-K for additional discussion of legal proceedings.

ITEM 1A. RISK FACTORS

Our 2010 Form 10-K includes a detailed discussion of our risk factors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents information with respect to repurchases of common stock made by us during the three months ended June 30, 2011. These shares were delivered to us by employees as payment for the exercise price of stock options as well as the withholding taxes due upon the exercise of the stock options or the vesting or payment of stock awards.

					Total Number of	Maximum Number
					Shares Purchased as	of Shares that May
					Part of Publicly	Yet Be Purchased
	Total Number of		Average Price Paid		Announced Plans or	Under the Plans or
Period	Shares Purchased		Per Share		Programs	Programs
4/1/11-4/30/11		—	$	—	—	—
5/1/11-5/31/11		9,843		17.82	—	—
6/1/11-6/30/11		—		—	—	—
Total		9,843	$	17.82	—	—

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ITEM 6. EXHIBITS.

     See the Index of Exhibits at page E-1, which is by specific reference incorporated into and made a part of this Quarterly Report on
Form 10-Q.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	THE GOODYEAR TIRE & RUBBER COMPANY
		(Registrant)
Date: July 28, 2011	By	/s/ Richard J. Noechel
	Richard J. Noechel, Vice President and Controller (Signing on behalf of the Registrant as a duly authorized officer of the Registrant and signing as the principal accounting officer of the Registrant.)

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THE GOODYEAR TIRE & RUBBER COMPANY
Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2011
INDEX OF EXHIBITS

Exhibit
Table
Item		Exhibit
No.	Description of Exhibit	Number
4	Instruments Defining the Rights of Security Holders, Including Indentures
(a)	Indenture, dated as of April 20, 2011, among Goodyear Dunlop Tires Europe B.V., as Issuer, the Company, as Parent Guarantor, the subsidiary guarantors party thereto, Deutsche Trustee Company Limited, as Trustee, Deutsche Bank Luxembourg S.A., as Registrar, Deutsche Bank AG, London Branch, as Principal Paying Agent and Transfer Agent, and The Bank of New York Mellon (Luxembourg), S.A., as Luxembourg Paying Agent and Transfer Agent, in respect of GDTE’s 6.75% Senior Notes due 2019.		4.1
10	Material Contracts
(a)	Amended and Restated Revolving Credit Agreement, dated as of April 20, 2011, among the Company, Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH, Goodyear Dunlop Tires Operations S.A., the lenders party thereto, J.P. Morgan Europe Limited, as Administrative Agent, JPMorgan Chase Bank, N.A., as Collateral Agent, BNP Paribas, as Syndication Agent, and the Mandated Lead Arrangers and Joint Bookrunners identified therein.		10.1
12	Statement re Computation of Ratios
(a)	Statement setting forth the Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends.		12.1
31	302 Certifications
(a)	Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		31.1
(b)	Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		31.2
32	906 Certifications
(a)	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		32.1
101	Interactive Data File
(a)	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL: (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.		101

EX-4.1

Exhibit 4.1

EXECUTION VERSION

Goodyear Dunlop Tires Europe B.V.,
as Issuer

The Goodyear Tire & Rubber Company,
as Parent Guarantor

and

The Subsidiary Guarantors from time to time party hereto,
as Subsidiary Guarantors

6 3/4% Senior Notes due 2019
___________________________

INDENTURE

Dated as of April 20, 2011

___________________________

Deutsche Trustee Company Limited,
as Trustee

Deutsche Bank Luxembourg S.A.,
as Registrar

Deutsche Bank AG, London Branch,
as Principal Paying Agent and Transfer Agent

The Bank of New York Mellon (Luxembourg), S.A.,
as Luxembourg Paying Agent and Transfer Agent

TABLE OF CONTENTS

	Page
ARTICLE 1
Definitions and Incorporation by Reference
SECTION 1.01. Definitions		1
SECTION 1.02. Other Definitions		34
SECTION 1.03. Rules of Construction		34
ARTICLE 2
The Notes
SECTION 2.01. Form and Dating		35
SECTION 2.02. Execution and Authentication		36
SECTION 2.03. Registrar, Transfer Agent and Paying Agent		36
SECTION 2.04. Deposits of Money; Paying Agent To Hold Deposits in Trust		38
SECTION 2.05. Lists of Holders of Notes		38
SECTION 2.06. Transfer and Exchange		38
SECTION 2.07. Replacement Notes		39
SECTION 2.08. Outstanding Notes		40
SECTION 2.09. Temporary Notes		40
SECTION 2.10. Cancellation		40
SECTION 2.11. Defaulted Interest		40
SECTION 2.12. Common Codes and ISINs		41
SECTION 2.13. Issuance of Additional Notes		41
SECTION 2.14. Agents Interest		41
ARTICLE 3
Redemption
SECTION 3.01. Notices to Trustee		42
SECTION 3.02. Selection of Notes to Be Redeemed		42
SECTION 3.03. Notice of Redemption		43
SECTION 3.04. Effect of Notice of Redemption		44
SECTION 3.05. Deposit of Redemption Price		44
SECTION 3.06. Notes Redeemed in Part		45
ARTICLE 4
Covenants
SECTION 4.01. Payment of Notes		45
SECTION 4.02. SEC Reports		45

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	Page
SECTION 4.03. Limitation on Indebtedness		46
SECTION 4.04. Limitation on Restricted Payments		49
SECTION 4.05. Limitation on Restrictions on Distributions from Restricted Subsidiaries		52
SECTION 4.06. Limitation on Sales of Assets and Subsidiary Stock		54
SECTION 4.07. Limitation on Transactions with Affiliates		59
SECTION 4.08. Change of Control		60
SECTION 4.09. Limitation on Liens		61
SECTION 4.10. Limitation on Sale/Leaseback Transactions		62
SECTION 4.11. Future Subsidiary Guarantors		62
SECTION 4.12. Suspension of Certain Covenants		63
SECTION 4.13. Compliance Certificate		64
SECTION 4.14. Further Instruments and Acts		64
SECTION 4.15. Maintenance of Listing		64
SECTION 4.16. Payment of Additional Amounts		65
ARTICLE 5
Successor Company
SECTION 5.01. When Issuer and Note Guarantors May Merge or Transfer Assets		67
ARTICLE 6
Defaults and Remedies
SECTION 6.01. Events of Default		69
SECTION 6.02. Acceleration		71
SECTION 6.03. Other Remedies		72
SECTION 6.04. Waiver of Past Defaults		72
SECTION 6.05. Control by Majority		72
SECTION 6.06. Limitation on Suits		72
SECTION 6.07. Rights of Holders to Receive Payment		73
SECTION 6.08. Collection Suit by Trustee		73
SECTION 6.09. Trustee May File Proofs of Claim		73
SECTION 6.10. Priorities		74
SECTION 6.11. Undertaking for Costs		74
SECTION 6.12. Waiver of Stay or Extension Laws		74
ARTICLE 7
Trustee
SECTION 7.01. Duties of Trustee		75
SECTION 7.02. Rights of Trustee		76
SECTION 7.03. Individual Rights of Trustee		77
SECTION 7.04. Trustee’s Disclaimer		77

ii

	Page
SECTION 7.05. Notice of Defaults		77
SECTION 7.06. [Reserved]		78
SECTION 7.07. Compensation and Indemnity		78
SECTION 7.08. Replacement of Trustee		79
SECTION 7.09. Successor Trustee by Merger		80
SECTION 7.10. Eligibility; Disqualification		80
ARTICLE 8
Discharge of Indenture; Defeasance
SECTION 8.01. Discharge of Liability on Notes; Defeasance		80
SECTION 8.02. Conditions to Defeasance		81
SECTION 8.03. Application of Trust Money		82
SECTION 8.04. Repayment to Issuer		83
SECTION 8.05. Indemnity for Government Obligations		83
SECTION 8.06. Reinstatement		83
ARTICLE 9
Amendments
SECTION 9.01. Without Consent of Holders		83
SECTION 9.02. With Consent of Holders		84
SECTION 9.03. Revocation and Effect of Consents and Waivers		85
SECTION 9.04. Notation on or Exchange of Notes		86
SECTION 9.05. Trustee To Sign Amendments		86
SECTION 9.06. Payment for Consent		86
ARTICLE 10
Guarantees
SECTION 10.01. Guarantees		87
SECTION 10.02. Limitation on Liability		88
SECTION 10.03. Successors and Assigns		88
SECTION 10.04. No Waiver		88
SECTION 10.05. Modification		89
SECTION 10.06. Release of Subsidiary Guarantor		89
SECTION 10.07. Contribution		90
ARTICLE 11
Miscellaneous
SECTION 11.01. [Reserved]		90
SECTION 11.02. Notices		90
SECTION 11.03. [Reserved]		92

iii

	Page
SECTION 11.04. Certificate and Opinion as to Conditions Precedent		92
SECTION 11.05. Statements Required in Certificate or Opinion		92
SECTION 11.06. When Notes Disregarded		93
SECTION 11.07. Rules by Trustee and Agents		93
SECTION 11.08. Legal Holidays		93
SECTION 11.09. Governing Law; Submission to Jurisdiction; Service		93
SECTION 11.10. Judgment Currency		94
SECTION 11.11. No Recourse Against Others		94
SECTION 11.12. Successors		94
SECTION 11.13. Multiple Originals		95
SECTION 11.14. Table of Contents; Headings		95

Appendix A		Provisions Relating to Notes
Exhibit 1	—	Form of Note
Exhibit 2	—	Form of Certificate of Transfer
Exhibit 3	—	Form of Supplemental Indenture

iv

          INDENTURE dated as of April 20, 2011, among Goodyear Dunlop Tires Europe B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), The Goodyear Tire & Rubber Company, an Ohio corporation, the Subsidiary Guarantors listed on the signature pages hereto, Deutsche Trustee Company Limited, as Trustee, Deutsche Bank Luxembourg S.A., as registrar, Deutsche Bank AG, London Branch, as principal paying agent and transfer agent, and The Bank of New York Mellon (Luxembourg), S.A., as Luxembourg paying agent and transfer agent.

          Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Notes:

ARTICLE 1

Definitions and Incorporation by Reference

          SECTION 1.01. Definitions. For all purposes of this Indenture, the following terms shall have the following meanings:

          “Additional Assets” means:

(1)	any property or assets (other than Indebtedness and Capital Stock) to be used by the Company or a Restricted Subsidiary;
(2)	the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or
(3)	Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clauses (2) or (3) above is primarily engaged in a Permitted Business.

          “Additional Notes” means Notes issued under this Indenture after the Closing Date and in compliance with Sections 2.13, 4.03 and 4.09, it being understood that any Notes issued in exchange for or replacement of any Note issued on the Closing Date shall not be an Additional Note.

          “Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. For purposes of Section 4.06 and Section 4.07 only,

“Affiliate” shall also mean any beneficial owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Voting Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

          “Agent” means any one of the Registrar, co-registrar, Transfer Agent, Paying Agent or additional paying agent and “Agents” shall mean all of them.

          “Asset Disposition” means any sale, lease, transfer or other disposition (or series of sales, leases, transfers or dispositions that are part of a common plan) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation, or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

(1)	any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary),
(2)	all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary, or
(3)	any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary,

     other than, in the case of clauses (1), (2) and (3) above,

(A)	a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;
(B)	for purposes of Section 4.06 only, a disposition subject to Section 4.04;
(C)	a disposition of assets with a Fair Market Value of less than $10,000,000;
(D)	a sale of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity;
(E)	a transfer of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” (or a fractional undivided interest therein) by a Receivables Entity in a Qualified Receivables Transaction;

2

(F)	a disposition of all or substantially all the Company’s assets (as determined on a Consolidated basis) in accordance with Section 5.01; and
(G)	any Specified Asset Sale.

          “Attributable Debt” means, with respect to any Sale/Leaseback Transaction that does not result in a Capitalized Lease Obligation, the present value (computed in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of:

(1)	the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated), and
(2)	the Attributable Debt determined assuming no such termination.

          “Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing:

(1)	the sum of the products of the number of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness or scheduled redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by
(2)	the sum of all such payments.

          “Bank Indebtedness” means all obligations under the U.S. Bank Indebtedness and European Bank Indebtedness.

          “Board of Directors” means the board of directors of the Company or any committee thereof duly authorized to act on behalf of the board of directors of the Company.

          “Business Day” means each day which is not a Legal Holiday.

          “Capital Markets Indebtedness” means Indebtedness (other than Refinancing Indebtedness in respect of European Bank Indebtedness or any Qualified Receivables Transaction of the Issuer or any of its Subsidiaries) in aggregate principal amount in excess of €100 million in the form of, or represented by, bonds (other than surety bonds, indemnity bonds, performance bonds or bonds of a similar nature) or other securities that is, or is of the type that is, quoted, listed or purchased and sold on any

3

stock exchange, automated securities trading system or over-the-counter securities market or other similar securities market (including, without prejudice to the generality of the foregoing, the market for securities eligible for resale pursuant to Rule 144A or Regulation S under the Securities Act).

          “Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

          “Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP.

          “Change of Control” means the occurrence of any of the following events:

(1)	any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company;
(2)	during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of the Company (together with any new directors whose election by such board of directors of the Company or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of the Company then in office;
(3)	the adoption of a plan relating to the liquidation or dissolution of the Company or the Issuer;
(4)	the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (as determined on a Consolidated basis) to another Person, and, in the case of any such merger or consolidation, the securities of the Company that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the Voting Stock of the Company are changed into or exchanged for cash, securities or property, unless pursuant to such

4

	transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving Person or transferee that represent immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving Person or transferee; or
(5)	the Company ceases to own, directly or indirectly, at least a majority of each of the Capital Stock and the aggregate voting power of the Voting Stock of the Issuer.

          “Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing agency.

          “Closing Date” means April 20, 2011.

          “Code” means the Internal Revenue Code of 1986, as amended.

          “Company” means The Goodyear Tire & Rubber Company, an Ohio corporation, until a successor replaces it and, thereafter, means the successor.

          “Consolidated Coverage Ratio” as of any date of determination means the ratio of:

(1)	the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements have been filed with the SEC to
(2)	Consolidated Interest Expense for such four fiscal quarters;

     provided, however, that:

(A)

if the Company or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period;

(B)

if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any

5

	Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary had not earned the interest income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness;
(C)	if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition, the EBITDA for such period shall be reduced by an amount equal to the EBITDA (if positive) directly attributable to the assets that are the subject of such Asset Disposition for such period or increased by an amount equal to the EBITDA (if negative) directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);
(D)	if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of an operating unit, division or line of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if

6

such Investment or acquisition occurred on the first day of such period; and

(E)

if since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period shall have made any Asset Disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (C) or (D) above if made by the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition of assets occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, Asset Disposition or other Investment, the amount of income, EBITDA or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible Financial Officer of the Company and shall comply with the requirements of Rule 11-02 of Regulation S-X, as it may be amended or replaced from time to time, promulgated by the SEC.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term as at the date of determination in excess of 12 months). If any Indebtedness is Incurred or repaid under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation.

          “Consolidated Interest Expense” means, for any period, the total interest expense of the Company and its Consolidated Restricted Subsidiaries, plus, to the extent Incurred by the Company and its Consolidated Restricted Subsidiaries in such period but not included in such interest expense, without duplication:

(1)	interest expense attributable to Capitalized Lease Obligations and the interest expense attributable to leases constituting part of a Sale/Leaseback Transaction that does not result in a Capitalized Lease Obligation;
(2)	amortization of debt discount and debt issuance costs;
(3)	capitalized interest;

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(4) non-cash interest expense;

(5) commissions, discounts and other fees and charges attributable to letters of credit and bankers’ acceptance financing;

(6) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted Subsidiary and such Indebtedness is in default under its terms or any payment is actually made in respect of such Guarantee;

(7) net payments made pursuant to Hedging Obligations in respect of interest expense (including amortization of fees);

(8) dividends paid in cash or Disqualified Stock in respect of (A) all Preferred Stock of Restricted Subsidiaries and (B) all Disqualified Stock of the Company, in each case held by Persons other than the Company or a Restricted Subsidiary;

(9) interest Incurred in connection with investments in discontinued operations; and

(10) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust;

and less, to the extent included in such total interest expense, (A) any breakage costs of Hedging Obligations terminated in connection with the offering of the Notes on the Closing Date and the application of the net proceeds therefrom and (B) the amortization during such period of capitalized financing costs; provided, however, that, for any financing consummated after the Closing Date, the aggregate amount of amortization relating to any such capitalized financing costs deducted in calculating Consolidated Interest Expense shall not exceed 5% of the aggregate amount of the financing giving rise to such capitalized financing costs.

          “Consolidated Net Income” means, for any period, the net income of the Company and its Consolidated Subsidiaries for such period; provided, however, that there shall not be included in such Consolidated Net Income:

(1) any net income of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:

(A) subject to the limitations contained in clause (4) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a

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dividend or other distribution (subject, in the case of a dividend or other distribution made to a Restricted Subsidiary, to the limitations contained in clause (3) below) and

(B) the Company’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Company or a Restricted Subsidiary;

(2) any net income (or loss) of any Person acquired by the Company or a Subsidiary of the Company in a pooling of interests transaction for any period prior to the date of such acquisition;

(3) any net income of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company (but, in the case of any Foreign Subsidiary, only to the extent cash equal to such net income (or a portion thereof) for such period is not readily procurable by the Company from such Foreign Subsidiary (with the amount of cash readily procurable from such Foreign Subsidiary being determined in good faith by a Financial Officer of the Company) pursuant to intercompany loans, repurchases of Capital Stock or otherwise), except that:

(A) subject to the limitations contained in clause (4) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution made to another Restricted Subsidiary, to the limitation contained in this clause) and

(B) the net loss of any such Restricted Subsidiary for such period shall not be excluded in determining such Consolidated Net Income;

(4)	any gain (or loss) realized upon the sale or other disposition of any asset of the Company or its Consolidated Subsidiaries (including pursuant to any Sale/Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person;
(5)	any extraordinary gain or loss; and
(6)	the cumulative effect of a change in accounting principles.

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Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under Section 4.04(a)(3)(iv).

          “Consolidation” means, unless the context otherwise requires, the consolidation of (1) in the case of the Company, the accounts of each of the Restricted Subsidiaries with those of the Company and (2) in the case of a Restricted Subsidiary, the accounts of each Subsidiary of such Restricted Subsidiary that is a Restricted Subsidiary with those of such Restricted Subsidiary, in each case in accordance with GAAP consistently applied; provided, however, that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in an Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

          “Credit Agreements” means the U.S. Credit Agreements and the European Credit Agreement.

          “Currency Agreement” means with respect to any Person any foreign exchange contract, currency swap agreements or other similar agreement or arrangement to which such Person is a party or of which it is a beneficiary.

          “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

          “Designated Non-cash Consideration” means non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated by the Company as Designated Non-cash Consideration, less the amount of cash or cash equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration, which cash and cash equivalents shall be considered Net Available Cash received as of such date and shall be applied pursuant to Section 4.06.

          “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock convertible or exchangeable solely at the option of the Company or a Restricted Subsidiary; provided, however, that any such conversion or exchange shall be deemed an Incurrence of Indebtedness or Disqualified Stock, as applicable); or

(3) is redeemable at the option of the holder thereof, in whole or in part;

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in the case of each of clauses (1), (2) and (3), on or prior to 180 days after the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the first anniversary of the Stated Maturity of the Notes shall not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable in any material respect to the holders of such Capital Stock than the provisions of Section 4.06 and Section 4.08; provided further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to this Indenture; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

          “EBITDA” for any period means the Consolidated Net Income for such period, plus, without duplication, the following to the extent deducted in calculating such Consolidated Net Income:

(1) income tax expense of the Company and its Consolidated Restricted Subsidiaries;

(2) Consolidated Interest Expense;

(3) depreciation expense of the Company and its Consolidated Restricted Subsidiaries;

(4) amortization expense of the Company and its Consolidated Restricted Subsidiaries (excluding amortization expense attributable to a prepaid cash item that was paid in a prior period); and

(5) all other non-cash charges of the Company and its Consolidated Restricted Subsidiaries (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash expenditures in any future period) less all non-cash items of income of the Company and its Consolidated Restricted Subsidiaries in each case for such period (other than normal accruals in the ordinary course of business).

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Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary of the Company shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if (A) a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its shareholders or (B) in the case of any Foreign Subsidiary, a corresponding amount of cash is readily procurable by the Company from such Foreign Subsidiary (as determined in good faith by a Financial Officer of the Company) pursuant to intercompany loans, repurchases of Capital Stock or otherwise, provided that to the extent cash of such Foreign Subsidiary provided the basis for including the net income of such Foreign Subsidiary in Consolidated Net Income pursuant to clause (3) of the definition of “Consolidated Net Income”, such cash shall not be taken into account for the purposes of determining readily procurable cash under this clause (B).

          “Equity Offering” means a public or private offering of Capital Stock (other than Disqualified Stock) of the Company.

          “euro” or “€” means the single currency of participating member states of the European Monetary Union.

          “Euro Equivalent” means with respect to any monetary amount in a currency other than euros, at any time of determination thereof, the amount of euros obtained by converting such foreign currency involved in such computation into euros at the spot rate for the purchase of euros with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination. Except as described in Section 4.03, whenever it is necessary to determine whether the Company or the Issuer has complied with any covenant in this Indenture or a Default has occurred and an amount is expressed in a currency other than euros, such amount will be treated as the Euro Equivalent determined as of the date such amount is initially determined in such currency.

          “Euro MTF” means the alternative market of the Luxembourg Stock Exchange.

          “Euroclear” means the Euroclear Bank S.A./N.V. or any successor securities clearing agency.

          “European Bank Indebtedness” means any and all amounts payable under or in respect of the European Credit Agreement and any Refinancing Indebtedness with respect thereto or with respect to such Refinancing Indebtedness, as amended from time to time, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the

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Company whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations and all other amounts payable thereunder or in respect thereof.

          “European Credit Agreement” means the Amended and Restated Revolving Credit Agreement, dated as of April 20, 2007 (as amended on July 18, 2008, August 22, 2008, December 18, 2009 and December 15, 2010), among the Company, the Issuer, Goodyear Dunlop Tires Germany GmbH, Goodyear GmbH & Co. KG (now merged into Goodyear Dunlop Tires Germany GmbH), Dunlop GmbH & Co. KG (now merged into Goodyear Dunlop Tires Germany GmbH), Goodyear Dunlop Tires Operations S.A., the lenders party thereto, J.P. Morgan Europe Limited, as Administrative Agent, JPMorgan Chase Bank, N.A., as Collateral Agent, and the Mandated Lead Arrangers and Joint Bookrunners identified therein, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), refinanced, restructured or otherwise modified from time to time (except to the extent that any such amendment, restatement, supplement, waiver, replacement, refinancing, restructuring or other modification thereto would be prohibited by the terms of this Indenture, unless otherwise agreed to by the Holders of at least a majority in aggregate principal amount of Notes at the time outstanding).

          “European Government Obligations” means any security that is (i) a direct obligation of Belgium, the Netherlands, France, Germany, Ireland or any other country that is a member of the European Monetary Union, for the payment of which the full faith and credit of such country is pledged or (ii) an obligation of a person controlled or supervised by and acting as an agency or instrumentality of any such country the payment of which is unconditionally guaranteed as a full faith and credit obligation by such country, which, in either case under the preceding clause (i) or (ii), is not callable or redeemable at the option of the issuer thereof.

          “European Union” means the European Union, including the countries of Austria, Belgium, Denmark, France, Finland, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden and the United Kingdom, but not including any country which becomes a member of the European Union after the Closing Date.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction as such price is, unless specified otherwise in this Indenture, determined in good faith by a Financial Officer of the Company or by the Board of Directors.

          “Financial Officer” means the Chief Financial Officer, the Treasurer or the Chief Accounting Officer of the Company.

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          “Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not organized under the laws of the United States of America or any state thereof or the District of Columbia, other than Goodyear Canada.

          “GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Closing Date set forth in:

(1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants,

(2) statements and pronouncements of the Financial Accounting Standards Board,

(3) such other statements by such other entities as approved by a significant segment of the accounting profession, and

(4) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP.

          “Goodyear Canada” means Goodyear Canada Inc., an Ontario corporation, and its successors and permitted assigns.

          “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise), or

(2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.

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          “Guaranteed Obligations” means the principal of and interest, if any, on the Notes when due, whether at Stated Maturity, by acceleration or otherwise, and all other obligations, monetary or otherwise, of the Company under this Indenture and the Notes (including expenses and indemnification).

          “Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or raw materials hedge agreement.

          “Holder” means the Person in whose name a Note is registered on the Registrar’s books.

          “Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. The accretion of principal of a non-interest bearing or other discount security shall not be deemed the Incurrence of Indebtedness.

          “Indebtedness” means, with respect to any Person on any date of determination, without duplication:

(1) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;

(2) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bank guarantee, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit, bank guarantees, bankers’ acceptances or similar credit transactions securing obligations (other than obligations described in clauses (1), (2) and (5)) entered into in the ordinary course of business of such Person to the extent such letters of credit, bank guarantees, bankers’ acceptances or similar credit transactions are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, bank guarantee, bankers’ acceptance or similar credit transaction);

(4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services (except Trade Payables), which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services;

(5) all Capitalized Lease Obligations and all Attributable Debt of such Person;

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(6) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued and unpaid dividends);

(7) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of Indebtedness of such Person shall be the lesser of:

(A) the Fair Market Value of such asset at such date of determination and

(B) the amount of such Indebtedness of such other Persons;

(8) Hedging Obligations of such Person; and

(9) all obligations of the type referred to in clauses (1) through (8) of other Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee.

Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term “Indebtedness” shall exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time.

          “Indenture” this Indenture, as amended or supplemented from time to time in accordance with the terms hereof.

          “Interest Rate Agreement” means, with respect to any Person, any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement to which such Person is party or of which it is a beneficiary.

          “Investment” in any Person means any direct or indirect advance, loan or other extension of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any

16

payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04:

(1) “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(A) the Company’s “Investment” in such Subsidiary at the time of such redesignation less

(B) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.

In the event that the Company sells Capital Stock of a Restricted Subsidiary such that after giving effect to such sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary, any Investment in such Person remaining after giving effect to such sale shall be deemed to constitute an Investment made on the date of such sale of Capital Stock.

          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by Standard & Poor’s, or an equivalent rating by any other Rating Agency.

          “Issuer” means Goodyear Dunlop Tires Europe B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), until a successor replaces it and thereafter, means the successor.

          “Legal Holiday” means a Saturday, Sunday or other day on which the Trustee or banking institutions are not required by law or regulation to be open in the State of New York or any city in which a Paying Agent maintains its office.

          “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge in the nature of an encumbrance of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

          “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating business.

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          “Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, in each case only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:

(1) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP, as a consequence of such Asset Disposition;

(2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition;

(3) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition; and

(4) appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition (but only for so long as such reserve is maintained).

          “Net Cash Proceeds”, with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

          “Note Guarantee” means each of the Parent Guarantee and the Subsidiary Guarantees.

          “Note Guarantor” means the Company and each of the Subsidiary Guarantors.

          “Notes” means the 6 3/4% Senior Notes due 2019 issued pursuant to this Indenture.

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          “Obligations” means with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, and other amounts payable pursuant to the documentation governing such Indebtedness.

          “Offering Memorandum” means the Offering Memorandum, dated April 15, 2011, relating to the offering of the Notes, as supplemented or amended and including all documents incorporated by reference therein.

          “Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the President, any Vice President, the Treasurer or the Secretary of the Company. “Officer” of a Subsidiary Guarantor has a correlative meaning. “Officer” of the Issuer means a director (bestuurder) of the Issuer.

          “Officers’ Certificate” means (1) for the Issuer, a certificate signed by two Officers or by a duly authorized attorney-in-fact and (2) for any other Person, a certificate signed by two Officers.

          “Opinion of Counsel” means a written opinion from legal counsel who may be an employee of or counsel to the Company, the Issuer or a Subsidiary Guarantor, or other counsel who is acceptable to the Trustee.

          “Parent Guarantee” means the Guarantee of the Obligations with respect to the Notes issued by the Company pursuant to the terms of this Indenture.

          “Permitted Business” means any business engaged in by the Company or any Restricted Subsidiary on the Closing Date and any Related Business.

          “Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in:

(1) the Company, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary;

(2) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary;

(3) Temporary Cash Investments;

(4) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

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(5)	payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(6)	loans or advances to employees made in the ordinary course of business of the Company or such Restricted Subsidiary;
(7)	stock, obligations or securities received in settlement of disputes with customers or suppliers or debts (including pursuant to any plan of reorganization or similar arrangement upon insolvency of a debtor) created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments;
(8)	any Person to the extent such Investment represents the non-cash portion of the consideration received for an Asset Disposition that was made pursuant to and in compliance with Section 4.06;
(9)	a Receivables Entity or any Investment by a Receivables Entity in any other Person in connection with a Qualified Receivables Transaction, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Transaction or any related Indebtedness; provided, however, that any Investment in a Receivables Entity is in the form of a Purchase Money Note, contribution of additional receivables or an equity interest;
(10)	any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary;
(11)	any Person to the extent such Investments consist of Hedging Obligations otherwise permitted under Section 4.03;
(12)	any Person to the extent such Investment in such Person existed on the Closing Date and any Investment that replaces, refinances or refunds such an Investment, provided that the new Investment is in an amount that does not exceed that amount replaced, refinanced or refunded and is made in the same Person as the Investment replaced, refinanced or refunded;
(13)	advances to, and Guarantees for the benefit of, customers, dealers or suppliers made in the ordinary course of business and consistent with past practice; and
(14)	any Person to the extent such Investment, when taken together with all other Investments made pursuant to this clause (14) and then outstanding on the date such Investment is made, does not exceed the greater of (A) the sum of (i) $500,000,000 and (ii) any amounts under Section 4.04(a)(3)(iv)(x) that were excluded by operation of the proviso in

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	Section 4.04(a)(3)(iv)and which excluded amounts are not otherwise included in Consolidated Net Income or intended to be permitted under any of clauses (1) through (13) of this definition and (B) 5.0% of Consolidated assets of the Company as of the end of the most recent fiscal quarter for which financial statements of the Company have been filed with the SEC.
	“Permitted Liens” means, with respect to any Person:
(1)	Liens to secure Indebtedness permitted pursuant to Section 4.03(b)(1);
(2)	Liens to secure Indebtedness permitted pursuant to Sections 4.03(b)(11) and 4.03(b)(12);
(3)	pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;
(4)	Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;
(5)	Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;
(6)	Liens in favor of issuers of surety or performance bonds or letters of credit, bank guarantees, bankers’ acceptances or similar credit transactions issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit, bank guarantees, bankers’ acceptances and similar credit transactions do not constitute Indebtedness;
(7)	survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness for borrowed money and which do not in the aggregate materially adversely affect the value of said

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	properties or materially impair their use in the operation of the business of such Person;
(8)	Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property of such Person (including Indebtedness Incurred under Section 4.03(b)(6)); provided, however, that the Lien may not extend to any other property (other than property related to the property being financed) owned by such Person or any of its Subsidiaries at the time the Lien is Incurred, and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;
(9)	Liens existing on the Closing Date (other than Liens referred to in the foregoing clauses (1) and (2));
(10)	Liens on property or shares of stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens do not extend to any other property owned by such Person or any of its Subsidiaries, except pursuant to after-acquired property clauses existing in the applicable agreements at the time such Person becomes a Subsidiary which do not extend to property transferred to such Person by the Company or a Restricted Subsidiary;
(11)	Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or any Subsidiary of such Person; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens do not extend to any other property owned by such Person or any of its Subsidiaries;
(12)	Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Restricted Subsidiary of such Person;
(13)	Liens securing Hedging Obligations so long as such Hedging Obligations are permitted to be Incurred under this Indenture;
(14)	Liens on assets of Foreign Subsidiaries securing Indebtedness Incurred under Section 4.03(b)(10);

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(15) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (8), (9), (10) and (11); provided, however, that:

(A)	such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements, accessions, proceeds, dividends or distributions in respect thereof) and
(B)	the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of:

(i)	the outstanding principal amount or, if greater, committed amount of the Indebtedness secured by Liens described under clauses (8), (9), (10) or (11) hereof at the time the original Lien became a Permitted Lien under this Indenture; and
(ii)	an amount necessary to pay any fees and expenses, including premiums, related to such Refinancings;

(16)	Liens on accounts receivables and related assets of the type specified in the definition of “Qualified Receivables Transaction” Incurred in connection with a Qualified Receivables Transaction;
(17)	judgment Liens not giving rise to an Event of Default so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;
(18)	Liens arising from Uniform Commercial Code financing statement filings regarding leases that do not otherwise constitute Indebtedness entered into in the ordinary course of business;
(19)	leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Company and its Subsidiaries;
(20)	Liens which constitute bankers’ Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with any bank or other financial institution, whether arising by operation of law or pursuant to contract;
(21)	Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

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(22)

Liens on specific items of inventory or other goods and related documentation (and proceeds thereof) securing reimbursement obligations in respect of trade letters of credit issued to ensure payment of the purchase price for such items of inventory or other goods; and

(23)

other Liens to secure Indebtedness as long as the amount of outstanding Indebtedness secured by Liens Incurred pursuant to this clause (23) does not exceed 7.5% of Consolidated assets of the Company, as determined based on the consolidated balance sheet of the Company as of the end of the most recent fiscal quarter for which financial statements have been filed with the SEC; provided, however, notwithstanding whether this clause (23) would otherwise be available to secure Indebtedness, Liens securing Indebtedness originally secured pursuant to this clause (23) may secure Refinancing Indebtedness in respect of such Indebtedness and such Refinancing Indebtedness shall be deemed to have been secured pursuant to this clause (23).

          “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

          “Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

          “principal” of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

          “Purchase Money Indebtedness” means Indebtedness:

(1)

consisting of the deferred purchase price of property, plant or equipment, conditional sale obligations, obligations under any title retention agreement and other obligations Incurred in connection with the acquisition, construction or improvement of such asset, in each case where the amount of such Indebtedness does not exceed the greater of (A) the cost of the asset being financed and (B) the Fair Market Value of such asset; and

(2)

Incurred to finance such acquisition, construction or improvement by the Company or a Restricted Subsidiary of such asset;

provided, however, that such Indebtedness is Incurred within 180 days after such acquisition or the completion of such construction or improvement.

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          “Purchase Money Note” means a promissory note of a Receivables Entity evidencing a line of credit, which may be irrevocable, from the Company or any Subsidiary of the Company to a Receivables Entity in connection with a Qualified Receivables Transaction, which note

(1) shall be repaid from cash available to the Receivables Entity, other than

(A)	amounts required to be established as reserves;
(B)	amounts paid to investors in respect of interest;
(C)	principal and other amounts owing to such investors; and
(D)	amounts paid in connection with the purchase of newly generated receivables and

(2) may be subordinated to the payments described in clause (1).

          “Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

(1)	a Receivables Entity (in the case of a transfer by the Company or any of its Subsidiaries) or
(2)	any other Person (in the case of a transfer by a Receivables Entity),

or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable; provided, however, that the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by a Financial Officer of the Company).

The grant of a security interest in any accounts receivable of the Company or any of its Restricted Subsidiaries to secure Bank Indebtedness shall not be deemed a Qualified Receivables Transaction.

          “Rating Agency” means Standard & Poor’s and Moody’s or if Standard & Poor’s or Moody’s or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by a resolution of the Board of Directors) which shall be substituted for Standard & Poor’s or Moody’s or both, as the case may be.

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          “Receivables Entity” means a (a) Wholly Owned Subsidiary of the Company which is designated by the Board of Directors (as provided below) as a Receivables Entity or (b) another Person engaging in a Qualified Receivables Transaction with the Company which Person engages in the business of the financing of accounts receivable, and in either of clause (a) or (b):

(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which

(A)	is Guaranteed by the Company or any Subsidiary of the Company (excluding Guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);
(B)	is recourse to or obligates the Company or any Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings; or
(C)	subjects any property or asset of the Company or any Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(2)	which is not an Affiliate of the Company or with which neither the Company nor any Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms which the Company reasonably believes to be no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company; and
(3)	to which neither the Company nor any Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

          “Reference Date” means May 11, 2009.

          “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness, including, in any such case from time to time, after the discharge of the Indebtedness being Refinanced. “Refinanced” and “Refinancing” shall have correlative meanings.

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          “Refinancing Indebtedness” means Indebtedness that is Incurred to Refinance (including pursuant to any defeasance or discharge mechanism) any Indebtedness of the Company or any Restricted Subsidiary existing on the Closing Date or Incurred in compliance with this Indenture (including Indebtedness of the Company that Refinances Refinancing Indebtedness); provided, however, that:

(1)	the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced,
(2)	the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being refinanced,
(3)	such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount of the Indebtedness being refinanced (or if issued with original issue discount, the aggregate accreted value) then outstanding (or that would be outstanding if the entire committed amount of any credit facility being Refinanced were fully drawn (other than any such amount that would have been prohibited from being drawn pursuant to Section 4.03)) (plus fees and expenses, including any premium and defeasance costs), and
(4)	if the Indebtedness being Refinanced is subordinated in right of payment to the Notes, such Refinancing Indebtedness is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include:

(A)	Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor that Refinances Indebtedness of the Company or
(B)	Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

          “Related Business” means any business reasonably related, ancillary or complementary to the businesses of the Company and its Restricted Subsidiaries on the Closing Date.

“Restricted Payment” in respect of any Person means:

(1)

the declaration or payment of any dividend, any distribution on or in respect of its Capital Stock or any similar payment (including any payment in connection with any merger or consolidation involving the Company or any Restricted Subsidiary) to the direct or indirect holders of its Capital Stock in their capacity as such, except (A) dividends or distributions payable solely in its Capital Stock (other than Disqualified

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	Stock or, in the case of a Restricted Subsidiary, Preferred Stock) and (B) dividends or distributions payable to the Company or a Restricted Subsidiary (and, if such Restricted Subsidiary has Capital Stock held by Persons other than the Company or other Restricted Subsidiaries, to such other Persons on no more than a pro rata basis),
(2)	the purchase, repurchase, redemption, retirement or other acquisition (“Purchase”) for value of any Capital Stock of the Company held by any Person (other than Capital Stock held by the Company or a Restricted Subsidiary) or any Capital Stock of a Restricted Subsidiary held by any affiliate of the Company (other than by a Restricted Subsidiary) (other than in exchange for Capital Stock of the Company that is not Disqualified Stock),
(3)	the Purchase for value, prior to scheduled maturity, of any scheduled repayment or any scheduled sinking fund payment, any Subordinated Obligations (other than the Purchase for value of Subordinated Obligations acquired in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such Purchase), or
(4)	any Investment (other than a Permitted Investment) in any Person.

          “Restricted Subsidiary” means (i) the Issuer and (ii) any other Subsidiary of the Company other than an Unrestricted Subsidiary. The Issuer may never be designated as an Unrestricted Subsidiary.

          “Sale/Leaseback Transaction” means an arrangement relating to property, plant or equipment now owned or hereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or such Restricted Subsidiary leases it from such Person, other than (i) leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries or (ii) any such transaction entered into with respect to any property, plant or equipment or any improvements thereto at the time of, or within 180 days after, the acquisition or completion of construction of such property, plant or equipment or such improvements (or, if later, the commencement of commercial operation of any such property, plant or equipment), as the case may be, to finance the cost of such property, plant or equipment or such improvements, as the case may be.

          “SEC” means the Securities and Exchange Commission.

          “Secured Indebtedness” means any Indebtedness secured by a Lien.

          “Securities” means Securities issued under this Indenture.

          “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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          “Senior Indebtedness” of the Company, the Issuer or any Subsidiary Guarantor, as the case may be, means the principal of, premium (if any) and accrued and unpaid interest, if any, on (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization of the Company, the Issuer or any Subsidiary Guarantor, as applicable, regardless of whether or not a claim for post-filing interest is allowed in such proceedings), and fees and other amounts owing in respect of, Bank Indebtedness, the Notes (in the case of the Issuer), the Note Guarantees (in the case of the Note Guarantors) and all other Indebtedness of the Company, the Issuer or any Subsidiary Guarantor, as applicable, whether outstanding on the Closing Date or thereafter Incurred, unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such obligations are subordinated in right of payment to the Notes or such Note Guarantor’s Note Guarantee, as applicable; provided, however, that Senior Indebtedness of the Company, the Issuer or any Subsidiary Guarantor shall not include:

(1)	any obligation of the Company to any Subsidiary of the Company or of such Subsidiary Guarantor to the Company, the Issuer or any other Subsidiary of the Company;
(2)	any liability for Federal, state, local or other taxes owed or owing by the Company, the Issuer or such Subsidiary Guarantor, as applicable;
(3)	any accounts payable or other liability to trade creditors arising in the ordinary course of business (including Guarantees thereof or instruments evidencing such liabilities);
(4)	any Indebtedness or obligation of the Company (and any accrued and unpaid interest in respect thereof) that by its terms is subordinate or junior in right of payment to any other Indebtedness or obligation of the Company, the Issuer or such Subsidiary Guarantor, as applicable, including any Subordinated Obligations of the Company, the Issuer or such Subsidiary Guarantor, as applicable;
(5)	any obligations with respect to any Capital Stock; or
(6)	any Indebtedness Incurred in violation of this Indenture.

          “Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

          “Specified Asset Sale” means the sale of all or a portion of the Company’s properties in Akron, Summit County, Ohio held on the date hereof.

          “Standard & Poor’s” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating business.

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          “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which, taken as a whole, are customary in an accounts receivable transaction.

          “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

          “Subordinated Obligation” means any Indebtedness of the Company (whether outstanding on the Closing Date or thereafter Incurred) that by its terms is subordinate or junior in right of payment to the Note Guarantee of the Company. “Subordinated Obligation” of the Issuer or a Subsidiary Guarantor has a correlative meaning.

          “Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by:

(1)	such Person,
(2)	such Person and one or more Subsidiaries of such Person or
(3)	one or more Subsidiaries of such Person.

          “Subsidiary Guarantee” means each Guarantee of the Obligations with respect to the Notes issued by a Subsidiary of the Company pursuant to the terms of this Indenture.

          “Subsidiary Guarantor” means any Subsidiary that has issued a Subsidiary Guarantee.

          “Temporary Cash Investments” means any of the following:

(1)

direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America or a member state of the European Union (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America or a member state of the European Union), in each case maturing within one year from the date of acquisition thereof;

(2)

investments in commercial paper maturing within 270 days from the date of acquisition thereof, and having, at such date of acquisition, ratings of A1 from Standard & Poor’s and P1 from Moody’s;

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(3)	investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof and issued or guaranteed by or placed with, and money market deposit accounts issued or offered by any commercial bank organized under the laws of the United States of America or any state thereof or a member state of the European Union which has a short-term deposit rating of A1 from Standard & Poor’s and P1 from Moody’s and has a combined capital and surplus and undivided profits of not less than $500,000,000;
(4)	fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (1) above and entered into with a financial institution described in clause (3) above;
(5)	money market funds that (A) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (B) are rated AAA by Standard & Poor’s and Aaa by Moody’s and (C) have portfolio assets of at least $5,000,000,000; and
(6)	in the case of any Foreign Subsidiary, (A) marketable direct obligations issued or unconditionally guaranteed by the sovereign nation in which such Foreign Subsidiary is organized and is conducting business or issued by any agency of such sovereign nation and backed by the full faith and credit of such sovereign nation, in each case maturing within one year from the date of acquisition, so long as the indebtedness of such sovereign nation is rated at least A by Standard & Poor’s or A2 by Moody’s or carries an equivalent rating from a comparable foreign rating agency, (B) investments of the type and maturity described in clauses (2) through (5) of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies, (C) investments of the type and maturity described in clause (3) in any obligor organized under the laws of a jurisdiction other than the United States or a member state of the European Union that (i) is a branch or subsidiary of a lender or the ultimate parent company of a lender under any of the Credit Agreements (but only if such lender meets the ratings and capital, surplus and undivided profits requirements of such clause (3)) or (ii) carries a rating at least equivalent to the rating of the sovereign nation in which it is located, and (D) other investments of the type and maturity described in clause (3) in obligors organized under the laws of a jurisdiction other than the United States in any country in which such Subsidiary is located; provided, however, that the investments permitted under this subclause (D) shall be made in amounts and jurisdictions consistent with the Company’s policies governing short-term investments.

          “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb), as in effect on the Closing Date.

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          “Trade Payables” means, with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services.

          “Trust Officer” means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters, and any other officer of the Trustee to whom a matter arising under this Indenture may be referred.

          “Trustee” means Deutsche Trustee Company Limited, until a successor replaces it and, thereafter, means the successor.

          “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.

          “Unrestricted Subsidiary” means:

(1)	any Subsidiary of the Company, other than the Issuer, that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below and
(2)	any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary of the Company, other than the Issuer, (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either:

(A)	the Subsidiary to be so designated has total Consolidated assets of $1,000 or less or
(B)	if such Subsidiary has Consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04.

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

(x)	(1) the Company could Incur $1.00 of additional Indebtedness under Section 4.03(a) or (2) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries would be greater after giving effect to such designation than before such designation and
(y)	no Default shall have occurred and be continuing.

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Any such designation of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

          “U.S. Bank Indebtedness” means any and all amounts payable under or in respect of the U.S. Credit Agreements and any Refinancing Indebtedness with respect thereto or with respect to such Refinancing Indebtedness, as amended from time to time, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations and all other amounts payable thereunder or in respect thereof.

          “U.S. Credit Agreements” means (i) the Amended and Restated First Lien Credit Agreement, dated as of April 20, 2007, among the Company, the lenders party thereto, the issuing banks party thereto, Citicorp USA, Inc., as Syndication Agent, Bank of America, N.A., BNP Paribas, The CIT Group/Business Credit, Inc., General Electric Capital Corporation, GMAC Commercial Finance LLC, Wells Fargo Foothill, as Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and (ii) the Amended and Restated Second Lien Credit Agreement, dated as of April 20, 2007, among the Company, the lenders party thereto, Deutsche Bank Trust Company Americas, as Collateral Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent, each as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), refinanced, restructured or otherwise modified from time to time (except to the extent that any such amendment, restatement, supplement, waiver, replacement, refinancing, restructuring or other modification thereto would be prohibited by the terms of this Indenture, unless otherwise agreed to by the Holders of at least a majority in aggregate principal amount of Notes at the time outstanding).

          “U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination.

          “Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

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          “Wholly Owned Subsidiary” means a Restricted Subsidiary of the Company all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or another Wholly Owned Subsidiary.

                    SECTION 1.02. Other Definitions.

	Defined in
Term	Section
“Additional Amounts”	4.16(b)
“Affiliate Transaction”	4.07(a)
“Authentication Agent”	2.02
“Authentication Order”	2.02
“Bankruptcy Law”	6.01
“Change of Control Offer”	4.08(b)
“covenant defeasance option”	8.01(b)
“Custodian”	6.01
“Duplicate Register”	2.03(b)
“Event of Default”	6.01
“Global Notes”	Appendix A
“Initial Lien”	4.09
“Judgment Currency”	11.10
“legal defeasance option”	8.01(b)
“Luxembourg Paying Agent”	2.03(b)
“Offer”	4.06(c)
“Offer Amount”	4.06(d)(3)
“Offer Period”	4.06(d)(3)
“Paying Agent”	2.03(a)
“Principal Paying Agent”	2.03(b)
“Purchase Date”	4.06(d)(2)
“Registrar”	2.03(a)
“Relevant Taxing Jurisdiction”	4.16(a)
“Reversion Date”	4.12(b)
“Required Currency”	11.10
“Successor Company”	5.01(a)(1)
“Successor Guarantor”	5.01(d)(1)
“Successor Issuer”	5.01(b)(1)
“Suspended Covenants”	4.12(a)
“Suspension Date”	4.12(a)
“Suspension Period”	4.12(b)
“Taxes”	4.16(a)
“Transfer Agent”	2.03(a)

                    SECTION 1.03. Rules of Construction. Unless the context otherwise requires:

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(1)	a term has the meaning assigned to it;
(2)	an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;
(3)	“or” is not exclusive;
(4)	“including” means including without limitation;
(5)	words in the singular include the plural and words in the plural include the singular;
(6)	unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;
(7)	secured Indebtedness shall not be deemed to be subordinate or junior to any other secured Indebtedness merely because it has a junior priority with respect to the same collateral;
(8)	the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;
(9)	the principal amount of any Preferred Stock shall be (A) the maximum liquidation value of such Preferred Stock or (B) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and
(10)	all references to the date the Notes were originally issued shall refer to the Closing Date.

ARTICLE 2

The Notes

          SECTION 2.01. Form and Dating. Provisions relating to the Notes are set forth in Appendix A attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to this Indenture, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuer is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Appendix A and

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Exhibit 1 are part of the terms of this Indenture. The Notes shall be issuable only in registered form without interest coupons and only in denominations of €100,000 and integral multiples of €1,000 in excess thereof.

          SECTION 2.02. Execution and Authentication. Two Officers or a duly authorized attorney-in-fact shall sign the Notes for the Issuer by manual or facsimile signature.

          If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

          A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

          The Trustee shall, upon receipt of a written order of the Issuer (an “Authentication Order”), authenticate and make available for delivery Notes as set forth in Appendix A.

          The Trustee may appoint an authentication agent (an “Authentication Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, an Authentication Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Authentication Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee hereby initially appoints Deutsche Bank AG, London Branch, who accepts such appointment, as its Authentication Agent. The Issuer confirms that such appointment is acceptable to it.

          SECTION 2.03. Registrar, Transfer Agent and Paying Agent. (a) The Issuer shall maintain an office or agency in Luxembourg where Notes may be presented for registration (the “Registrar”) and an office or agency in London and Luxembourg (for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require) where Notes may be presented for transfer or exchange (the “Transfer Agent”) or payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional transfer and paying agents. The terms “Paying Agent” and “Transfer Agent” include any additional paying agent or transfer agent, as applicable, and the term “Registrar” includes any co-registrars.

          The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. Such agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name

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and address of any such agent. If the Issuer fails to maintain a Registrar, Paying Agent or Transfer Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer, the Company or any Wholly Owned Subsidiary may act as Registrar, Paying Agent or Transfer Agent.

          The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by this Indenture. The Registrar need not register transfer or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed, or any Notes for a period of 15 days before a selection of an interest payment date. The Holder of a Note may be treated as the owner of such Note for all purposes.

          (b) The Issuer initially appoints Deutsche Bank AG, London Branch, in London, and The Bank of New York Mellon (Luxembourg), S.A., in Luxembourg, who each accept such appointments, as (i) principal Paying Agent (the “Principal Paying Agent”) and Luxembourg Paying Agent (the “Luxembourg Paying Agent”), respectively, and (ii) Transfer Agents. The Issuer initially appoints Deutsche Bank Luxembourg S.A., in Luxembourg, who accepts such appointment, as Registrar. In addition, the Issuer undertakes that it will ensure, to the extent practicable, that it maintains a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such directives. Each time the register is amended or updated, the Registrar shall send a copy of the register to the Issuer who will keep an updated copy of the register at its registered office (the “Duplicate Register”). In the event of inconsistency between the register and the Duplicate Register, the Duplicate Register shall, for purposes of Luxembourg law, prevail.

          (c) The Issuer may change any Agent upon written notice to such Agent and to the Trustee, without prior notice to the Holders; provided, however, that no removal of any Agent required under this Indenture shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as the applicable Agent until the appointment of a successor in accordance with clause (i) above. Any Agent may resign by providing 30 days’ written notice to the Issuer and the Trustee. In addition, for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require, the Issuer shall publish notice of the change in Agent in Luxembourg in a daily newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Luxembourg Stock Exchange (www.bourse.lu).

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          SECTION 2.04. Deposits of Money; Paying Agent To Hold Deposits in Trust. Prior to 5:00 p.m., London time, one Business Day prior to each due date of the principal of and interest on any Note, the Issuer shall deposit with the relevant Paying Agent(s) (or if the Issuer, the Company or a Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of Holders entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing (and each Paying Agent party to this Indenture agrees) that the relevant Paying Agent(s) shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee of any default by the Company in making any such payment. If the Issuer, the Company or a Wholly Owned Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Subject to actual receipt of such funds as provided by this Section 2.04 by the designated Paying Agent, such Paying Agent shall make payments on the Notes in accordance with the provisions of this Indenture. Upon complying with this Section, the relevant Paying Agent(s) shall have no further liability for the money delivered to the Trustee. For the avoidance of doubt, each Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by such Paying Agent and Trustee for which payment instructions are not made or that are not otherwise deposited by the due dates set forth in this Section 2.04.

          SECTION 2.05. Lists of Holders of Notes. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If neither the Trustee nor an Affiliate of the Trustee is the Registrar, the Issuer shall furnish to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

          SECTION 2.06. Transfer and Exchange. (a) The Notes shall be issued in registered form and shall be transferable only in compliance with Appendix A and upon the surrender of a Note for registration of transfer. When a Note is presented to the Registrar or a Transfer Agent with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a Transfer Agent with a request to exchange them for an equal principal amount of Notes of other

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denominations, the Registrar shall make the exchange as requested if the same requirements are met.

          (b) To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make and the Registrar need not register transfer or exchanges of Notes selected for redemption in accordance with the terms of this Indenture (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or any Notes for a period of 15 days before an interest payment date.

          Prior to the due presentation for registration of transfer of any Note, the Issuer, the Note Guarantors, the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Notes) interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Note Guarantor, the Trustee, any Paying Agent, or the Registrar shall be affected by notice to the contrary.

          Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interest in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

          All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same Indebtedness and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

          SECTION 2.07. Replacement Notes. If a mutilated Note is surrendered to the Registrar or at the office of a Transfer Agent or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Trustee to protect the Issuer, the Note Guarantors, the Trustee and any Agent from any loss which any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note.

          Every replacement Note is an additional Obligation of the Issuer. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all

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other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

          SECTION 2.08. Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 11.06, a Note does not cease to be outstanding because the Issuer or the Company or an Affiliate of the Issuer or the Company holds the Note.

          If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser.

          If the Paying Agents segregate and hold in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

          SECTION 2.09. Temporary Notes. Until definitive Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes and deliver them in exchange for temporary Notes upon surrender of such temporary Notes at the office or agency of the Issuer, without charge to the Holder.

          SECTION 2.10. Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. Each Agent shall forward to the Trustee any Notes surrendered to it for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, replacement, payment or cancellation and deliver a certificate of such cancellation to the Issuer upon request. The Trustee shall retain all canceled securities in accordance with its standard procedures (subject to the record retention requirements of the Exchange Act). The Issuer may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Notes in place of cancelled Notes other than pursuant to the terms of this Indenture.

          SECTION 2.11. Defaulted Interest. If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) in

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any lawful manner. The Issuer may pay the defaulted interest to the persons who are Holders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly give notice to each Holder that states the special record date, the payment date and the amount of defaulted interest to be paid.

          SECTION 2.12. Common Codes and ISINs. The Issuer in issuing the Notes may use Common Codes and ISINs (if then generally in use) and, if so, the Trustee shall use Common Codes and ISINs in notices as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice (including a notice of redemption) and that reliance may be placed only on the other identification numbers printed on the Notes, and any such notice or notice of redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee of any change in the Common Codes or ISINs.

          SECTION 2.13. Issuance of Additional Notes. After the Closing Date, the Issuer shall be entitled, subject to its compliance, at the time of and after giving effect to such issuance, with Section 4.03 and Section 4.09, to issue Additional Notes under this Indenture, which Notes shall have identical terms as the Notes issued on the Closing Date, other than with respect to the date of issuance and issue price; provided that any such Additional Notes will be treated, for U.S. Federal income tax purposes, as fungible with the Notes. All the Notes issued under this Indenture (including any Additional Notes) shall be treated as a single class for all purposes of this Indenture, including in respect of any amendment, waiver, other modification or optional redemption by the Issuer.

          With respect to any Additional Notes, the Issuer shall set forth in an Officers’ Certificate, a copy of which shall be delivered to the Trustee (along with a copy of the resolutions of the board of directors of the Issuer authorizing the Additional Notes), the following information:

     (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture and the provision of Section 4.03 that the Issuer is relying on to issue such Additional Notes; and

     (2) the issue price, the issue date, the Common Code and ISIN of such Additional Notes.

          SECTION 2.14. Agents Interest. The rights, powers, duties and obligations and actions of each Agent under this Indenture are

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several and not joint or joint and several. The Issuer and the Paying Agents acknowledge and agree that during the continuance of an Event of Default, the Trustee may, by notice in writing to each of the Issuer and the Paying Agents, require that the Paying Agents act as agents of, and take instructions exclusively from, the Trustee.

ARTICLE 3

Redemption

          SECTION 3.01. Notices to Trustee. If the Issuer elects to redeem Notes pursuant to paragraphs 6 or 7 of the Notes, it shall notify the Trustee in writing of the redemption date, the principal amount of Notes to be redeemed, the redemption price, the ISIN numbers and Common Codes and the paragraph of the Notes pursuant to which the redemption will occur.

          The Issuer shall give each notice to the Trustee provided for in this Section at least 45 days before the redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers’ Certificate to the effect that such redemption will comply with the conditions herein. Any such notice may be cancelled by the Issuer at any time prior to notice of such redemption being given to any Holder and shall thereby be void and of no effect unless the Trustee has sent the notice of redemption pursuant to Section 3.03 below.

          In the case of a redemption provided for by paragraph 7 of the Notes, prior to the publication or delivery of any notice of redemption of any series of Notes pursuant to such paragraph, the Issuer shall deliver to the Trustee (a) an Officers’ Certificate to the effect that the Issuer or the Note Guarantors, as the case may be, cannot avoid the obligation to pay Additional Amounts with respect to the Notes or the Guarantees by taking reasonable measures available to it and (b) an opinion of counsel of independent legal counsel of recognized standing stating that such Issuer or Note Guarantor would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations. The Trustee shall accept such Officers’ Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders. Any such notice may be canceled at any time prior to notice of such redemption being given to any Holder and shall thereby be void and of no effect. For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such directives will not be a change or amendment for such purposes.

          SECTION 3.02. Selection of Notes to Be Redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed pro rata or by lot or by a method (including by

42

pool factor) that complies with applicable legal and securities exchange requirements, if any, and that the Trustee in its sole discretion shall deem to be fair and appropriate, unless otherwise required by applicable law or applicable stock exchange or depositary requirements. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal amount of Notes that have denominations larger than €100,000. Notes and portions of them the Trustee selects shall be in principal amounts of €100,000 or a whole multiple of €1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuer promptly of the Notes or portions of Notes to be redeemed.

          SECTION 3.03. Notice of Redemption. At least 30 days but not more than 60 days before a date for redemption of Notes, the Issuer, or the Trustee (at the direction of the Issuer), shall give notice to each Holder of Notes to be redeemed. For Notes which are represented by global certificates held on behalf of Euroclear or Clearstream, notices may be given by delivery of the relevant notices to Euroclear or Clearstream for communication to entitled account holders. In addition, for so long as any Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require, any such notice to the Holders of the relevant Notes shall also be published in a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Luxembourg Stock Exchange (www.bourse.lu), and, in connection with any redemption, the Issuer will notify the Luxembourg Stock Exchange of any change in the principal amount of Notes outstanding. Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to a Holder of a Note in global form (whether by mail or otherwise), such notice shall be sufficiently given if given to the depositary for such Note (or its designee) pursuant to the customary procedures of such depositary.

The notice shall identify the Notes to be redeemed and shall state:

     (1) the redemption date;

     (2) the redemption price;

     (3) the name and address of the relevant Paying Agent(s);

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     (4) that Notes called for redemption must be surrendered to the relevant Paying Agent(s) to collect the redemption price;

     (5) if fewer than all the outstanding Notes are to be redeemed, the identification and principal amounts of the particular Notes to be redeemed;

     (6) that, unless the Issuer defaults in making such redemption payment, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the redemption date; and

     (7) that no representation is made as to the correctness or accuracy of the Common Code or ISIN, if any, listed in such notice or printed on the Notes.

          At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, the Issuer shall provide the Trustee with the information required by this Section.

          SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is given to Holders, Notes called for redemption shall become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to a Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date if the redemption date is after a regular record date and on or prior to the interest payment date). Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

          SECTION 3.05. Deposit of Redemption Price. Prior to 11:00 a.m., London time, on the redemption date, the Issuer shall deposit with the relevant Paying Agent(s) (or, if the Issuer, the Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Notes or portions thereof to be redeemed on that date other than Notes or portions of Notes called for redemption which have been delivered by the Issuer to the Trustee for cancellation. Interest shall cease to accrue on Notes or portions thereof called for redemption on and after the date the Issuer has deposited with the relevant Paying Agent(s) funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Notes to be redeemed, unless such Paying Agent(s) is prohibited from making such payment pursuant to the terms of this Indenture. For the avoidance of doubt, each Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by such Paying Agent and Trustee for which payment instructions are not made or that are not otherwise deposited by the date set forth in this Section 3.05.

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          SECTION 3.06. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder (at the Issuer’s expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

ARTICLE 4

Covenants

          SECTION 4.01. Payment of Notes. The Issuer shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the relevant Paying Agent(s) holds in accordance with this Indenture money sufficient to pay all principal and interest then due.

     The Issuer shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

          SECTION 4.02. SEC Reports. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as the Company is a Note Guarantor, the Company shall file with the SEC and provide the Trustee and Holders and prospective Holders (upon request) within 15 days after it files them with the SEC, copies of its annual report and the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act. In addition, the Company shall furnish to the Trustee and the Holders, promptly upon their becoming available, copies of the annual report to shareholders and any other information provided by the Company to its public shareholders generally. Delivery of such reports, information and documents to the Trustee hereunder is for informational purposes only and the Trustee’s receipt of such does not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates or certificates delivered pursuant to Section 4.13). In addition, the Issuer shall furnish to the Holders of the Notes and to prospective investors (upon request) any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require, the information in this

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Section 4.02 shall also be made available in Luxembourg through the offices of the Paying Agent in Luxembourg.

          SECTION 4.03. Limitation on Indebtedness. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however, that the Company, the Issuer or any Subsidiary Guarantor may Incur Indebtedness if on the date of such Incurrence and after giving effect thereto and the application of the proceeds therefrom the Consolidated Coverage Ratio would be greater than 2.0:1.0.

     (b) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness:

(1)	(x) U.S. Bank Indebtedness in an aggregate principal amount not to exceed the greater of (A) $3,000,000,000, less the aggregate amount of all prepayments of principal applied to permanently reduce any such Indebtedness in satisfaction of the Company’s or any Restricted Subsidiary’s obligations under Section 4.06 and (B) the sum of (i) 60% of the book value of the inventory of the Company and its Restricted Subsidiaries plus (ii) 80% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries (other than any accounts receivable pledged, sold or otherwise transferred or encumbered by the Company or any Restricted Subsidiary in connection with a Qualified Receivables Transaction), in each case, as of the end of the most recent fiscal quarter for which financial statements have been filed with the SEC and (y) European Bank Indebtedness in an aggregate principal amount not to exceed €525,000,000; provided, however, that the amount of Indebtedness that may be Incurred pursuant to this clause (1) shall be reduced by any amount of Indebtedness Incurred and then outstanding pursuant to the election provision of clause (10)(A)(ii) below;
(2)	Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary; provided, however, that any subsequent event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the issuer thereof;
(3)	Indebtedness (A) represented by the Notes issued on the Closing Date (not including any Additional Notes) and the Subsidiary Guarantees, (B) outstanding on the Closing Date (other than the

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	Indebtedness described in clauses (1) and (2) above), and (C) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (3) (including Indebtedness that is Refinancing Indebtedness) or the foregoing paragraph (a);
(4)	(A) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary (other than Indebtedness Incurred in contemplation of, in connection with, as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary of or was otherwise acquired by the Company); provided, however, that on the date that such Restricted Subsidiary is acquired by the Company, (i) the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to the foregoing paragraph (a) after giving effect to the Incurrence of such Indebtedness pursuant to this clause (4) or (ii) the Consolidated Coverage Ratio immediately after giving effect to such Incurrence and acquisition would be greater than such ratio immediately prior to such transaction and (B) Refinancing Indebtedness Incurred by a Restricted Subsidiary in respect of Indebtedness Incurred by such Restricted Subsidiary pursuant to this clause (4);
(5)	Indebtedness (A) in respect of performance bonds, bankers’ acceptances, letters of credit and surety or appeal bonds entered into by the Company or any Restricted Subsidiary in the ordinary course of business, and (B) Hedging Obligations entered into in the ordinary course of business to hedge risks with respect to the Company’s or a Restricted Subsidiary’s interest rate, currency or raw materials pricing exposure and not entered into for speculative purposes;
(6)	Purchase Money Indebtedness, Capitalized Lease Obligations and Attributable Debt and Refinancing Indebtedness in respect thereof in an aggregate principal amount on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (6) and then outstanding, will not exceed the greater of (A) $600,000,000 and (B) 5.0% of Consolidated assets of the Company as of the end of the most recent fiscal quarter for which financial statements have been filed with the SEC;
(7)	Indebtedness Incurred by a Receivables Entity in a Qualified Receivables Transaction;

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(8)

Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of a Financial Officer’s becoming aware of its Incurrence;

(9)

any Guarantee (other than the Note Guarantees) by the Company or a Restricted Subsidiary of Indebtedness or other obligations of the Company or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness or other obligations by the Company or such Restricted Subsidiary is permitted under the terms of this Indenture (other than Indebtedness Incurred pursuant to clause (4) above);

(10)  (A)  Indebtedness of Foreign Subsidiaries in an aggregate principal amount that, when added to all other Indebtedness Incurred pursuant to this clause (10)(A) and then outstanding, will not exceed (i) $1,150,000,000 plus (ii) any amount then permitted to be Incurred pursuant to clause (1) above that the Company instead elects to Incur pursuant to this clause (10)(A); and

(B) Indebtedness of Foreign Subsidiaries Incurred in connection with a Qualified Receivables Transaction in an amount not to exceed €300,000,000 at any one time outstanding;

(11)	Indebtedness constituting unsecured Indebtedness or Secured Indebtedness in an amount not to exceed $1,300,000,000 and Refinancing Indebtedness in respect thereof; and
(12)	Indebtedness of the Company and the Restricted Subsidiaries in an aggregate principal amount on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (12) and then outstanding, will not exceed $150,000,000.

       (c)    For purposes of determining the outstanding principal amount of any particular Indebtedness Incurred pursuant to this Section 4.03:

(1)	Outstanding Indebtedness Incurred pursuant to any of the Credit Agreements prior to or on the Closing Date shall be deemed to have been Incurred pursuant to clause (1) of paragraph (b) above;
(2)	Indebtedness permitted by this Section 4.03 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by

48

one or more other provisions of this covenant permitting such Indebtedness; and

(3)

in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this Section 4.03, the Company, in its sole discretion, shall classify such Indebtedness (or any portion thereof) as of the time of Incurrence and will only be required to include the amount of such Indebtedness in one of such clauses (provided that any Indebtedness originally classified as Incurred pursuant to Sections 4.03(b)(2) through (b)(12) may later be reclassified as having been Incurred pursuant to Section 4.03(a) or any other of Sections 4.03(b)(2) through (b)(12) to the extent that such reclassified Indebtedness could be Incurred pursuant to Section 4.03(a) or one of Sections 4.03(b)(2) through (b)(12), as the case may be, if it were Incurred at the time of such reclassification).

        (d) For purposes of determining compliance with any U.S. dollar or euro denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent or Euro Equivalent, as the case may be, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars or euros, as the case may be, covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars or euros will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent or Euro Equivalent, as appropriate, of the Indebtedness Refinanced determined on the date of the Incurrence of such Indebtedness, except to the extent that (1) such U.S. Dollar Equivalent or Euro Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the immediately preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent or Euro Equivalent, as appropriate, of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

                  SECTION 4.04. Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to make any Restricted Payment if at the time the Company or such Restricted Subsidiary makes any Restricted Payment:

(1)	a Default shall have occurred and be continuing (or would result therefrom);
(2)	the Company could not Incur at least $1.00 of additional Indebtedness under Section 4.03(a); or

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(3) the aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to be determined in good faith by a Financial Officer of the Company, whose determination will be conclusive) declared or made subsequent to the Reference Date would exceed the sum, without duplication, of:

(i)	50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter immediately following the fiscal quarter during which the Reference Date occurs to the end of the most recent fiscal quarter for which financial statements have been filed with the SEC prior to the date of such Restricted Payment (or, in case such Consolidated Net Income will be a deficit, minus 100% of such deficit);
(ii)	100% of the aggregate Net Cash Proceeds received by the Company from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Reference Date (other than an issuance or sale to a Subsidiary of the Company and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) and 100% of any cash capital contribution received by the Company from its shareholders subsequent to the Reference Date;
(iii)	the amount by which Indebtedness of the Company or its Restricted Subsidiaries is reduced on the Company’s Consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Reference Date of any Indebtedness of the Company or its Restricted Subsidiaries issued after the Reference Date which is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash or the Fair Market Value of other property distributed by the Company or any Restricted Subsidiary upon such conversion or exchange); and
(iv)	an amount equal to the sum of (x) the net reduction in the Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital (excluding dividends and distributions), in

50

each case realized by the Company or any Restricted Subsidiary, and (y) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary.

          (b) The provisions of Section 4.04(a) shall not prohibit:

          (1) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees to the extent such sale to such an employee stock ownership plan or trust is financed by loans from or guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination) or a substantially concurrent cash capital contribution received by the Company from its shareholders; provided, however, that:

(A)	such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments under Section 4.04(a)(3), and
(B)	the Net Cash Proceeds from such sale applied in the manner set forth in Section 4.04(b)(1) shall be excluded from the calculation of amounts under Section 4.04(a)(3)(ii);

          (2) any prepayment, repayment or Purchase for value of Subordinated Obligations of the Company made by exchange for, or out of the proceeds of the substantially concurrent sale of, other Subordinated Obligations or Indebtedness Incurred under Section 4.03(a); provided, however, that such prepayment, repayment or Purchase for value shall be excluded in the calculation of the amount of Restricted Payments;

          (3) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividends would have complied with this covenant; provided, however, that such dividends shall be included in the calculation of the amount of Restricted Payments;

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          (4) any Purchase for value of Capital Stock of the Company or any of its Subsidiaries from employees, former employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such Purchases for value will not exceed $10,000,000 in any calendar year; provided further, however, that any of the $10,000,000 permitted to be applied for Purchases under this Section 4.04(b)(4) in a calendar year (and not so applied) may be carried forward for use in the following two calendar years; provided further, however, that such Purchases for value shall be excluded in the calculation of the amount of Restricted Payments;

          (5) so long as no Default has occurred and is continuing, payments of dividends on Disqualified Stock issued after the Reference Date pursuant to Section 4.03; provided, however, that such dividends shall be included in the calculation of the amount of Restricted Payments;

          (6) repurchases of Capital Stock deemed to occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options; provided, however, that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments;

          (7) so long as no Default has occurred and is continuing, any prepayment, repayment or Purchase for value of Subordinated Obligations from Net Available Cash to the extent permitted under Section 4.06; provided, however, that such prepayment, repayment or Purchase for value shall be excluded in the calculation of the amount of Restricted Payments;

          (8) payments to holders of Capital Stock (or to the holders of Indebtedness that is convertible into or exchangeable for Capital Stock upon such conversion or exchange) in lieu of the issuance of fractional shares; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments; or

          (9) any Restricted Payment in an amount which, when taken together with all Restricted Payments made after the Reference Date pursuant to this Section 4.04(b)(9), does not exceed $600,000,000; provided, however, that (A) at the time of each such Restricted Payment, no Default shall have occurred and be continuing (or result therefrom) and (B) such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments.

         SECTION 4.05. Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or

52

permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

          (1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company;

          (2) make any loans or advances to the Company; or

          (3) transfer any of its property or assets to the Company, except:

(A)	any encumbrance or restriction pursuant to applicable law, rule, regulation or order or an agreement in effect at or entered into on the Closing Date;
(B)	any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date;
(C)	any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in Section 4.05(3)(A) or Section 4.05(3)(B) or this Section 4.05(3)(C) or contained in any amendment to an agreement referred to in Section 4.05(3)(A) or Section 4.05(3)(B) or this Section 4.05(3)(C); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in such predecessor agreements;
(D)	in the case of Section 4.05(3), any encumbrance or restriction

(i)	that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; or
(ii)	contained in mortgages, pledges and other security agreements securing Indebtedness of a Restricted

53

Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements;

(E)	with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(F)	any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; provided, however, that such restrictions apply only to such Receivables Entity;
(G)	purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.05(3);
(H)	provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;
(I)	restrictions on cash or other deposits or net worth imposed by customers, suppliers or, in the ordinary course of business, other third parties; and
(J)	with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness, or any agreement pursuant to which such Indebtedness was issued, if:

(i)	the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, or
(ii)	at the time such Indebtedness is Incurred, such encumbrance or restriction is not expected to materially affect the Company’s ability to make payments under its Note Guarantee, as determined in good faith by a Financial Officer of the Company, whose determination shall be conclusive.

SECTION 4.06. Limitation on Sales of Assets and Subsidiary Stock.

(a) The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless:

54

     (1) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value of the shares and assets subject to such Asset Disposition;

     (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or Additional Assets; and

     (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be:

(A)	first, to the extent the Company elects (or is required by the terms of any applicable Indebtedness) (i) to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Senior Indebtedness of the Company, the Issuer or a Subsidiary Guarantor or Indebtedness of a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor or (ii) to cause any loan commitment that is available to be drawn under the applicable credit facility and to be Incurred under this Indenture and that when drawn would constitute Secured Indebtedness, to be permanently reduced by the amount of Net Available Cash, in each case, other than Indebtedness owed to the Company or an Affiliate of the Company and other than obligations in respect of Disqualified Stock, within 365 days after the later of the date of such Asset Disposition or the receipt of such Net Available Cash;
(B)	second, to acquire Additional Assets (or otherwise to make capital expenditures), in each case within 365 days after the later of the date of such Asset Disposition or the receipt of such Net Available Cash;
(C)	third, to the extent of the balance of such Net Available Cash after application in accordance with Section 4.06(a)(3)(A) and Section 4.06(a)(3)(B), to make an Offer (as defined in Section 4.06(c)) to purchase Notes pursuant to and subject to the conditions set forth in Section 4.06(c); provided, however, that if the Company elects (or is required by the terms of any other Senior Indebtedness), such Offer may be made ratably to purchase the Notes and any Senior Indebtedness of the Company; and
(D)	fourth, to the extent of the balance of such Net Available Cash after application in accordance with Sections 4.06(a)(3)(A), 4.06(a)(3)(B) and 4.06(a)(3)(C), for any general corporate purpose permitted by the terms of this Indenture;

55

provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness pursuant to Section 4.06(a)(3)(A) or Section 4.06(a)(3)(C), the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, purchased, repurchased, redeemed, retired, defeased or otherwise acquired for value.

Notwithstanding the foregoing provisions of this Section 4.06(a)(3), the Company and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is not applied in accordance with this Section 4.06 exceeds $25,000,000. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash may be used or invested in any manner that is not prohibited by this Indenture.

          (b) For the purposes of this covenant, the following are deemed to be cash:

     (1) the assumption of Indebtedness or other obligations of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock and Preferred Stock of a Restricted Subsidiary that is the Issuer or a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or obligations in connection with such Asset Disposition;

     (2) any Designated Non-cash Consideration having an aggregate Fair Market Value that, when taken together with all other Designated Non-cash Consideration received pursuant to this clause and then outstanding, does not exceed at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) the greater of (1) $200,000,000 and (2) 1.5% of the total Consolidated assets of the Company as shown on the most recent balance sheet of the Company filed with the SEC;

     (3) securities, notes or similar obligations received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash; and

     (4) Temporary Cash Investments.

            (c) In the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 4.06(a)(3)(C), the Company (or the Issuer) shall be required

56

(i) to purchase Notes tendered pursuant to an offer for the Notes (the “Offer”) at a purchase price of 100% of their principal amount plus accrued and unpaid interest to the date of purchase (subject to the right of Holders of record on the relevant date to receive interest due on the relevant interest payment date) in accordance with the procedures (including prorating in the event of oversubscription), set forth in Section 4.06(d) and (ii) to purchase other Senior Indebtedness of the Company on the terms and to the extent contemplated thereby; provided that in no event shall the offer to purchase such Senior Indebtedness be made at a purchase price in excess of 100% of its principal amount (without premium) or, unless otherwise provided for in such Senior Indebtedness, the accreted amount, if issued with original issue discount, plus accrued and unpaid interest thereon. If the aggregate purchase price of Notes (and Senior Indebtedness) tendered pursuant to the Offer is less than the Net Available Cash allotted to the purchase of the Notes (and other Senior Indebtedness), the Company (or the Issuer) shall apply the remaining Net Available Cash in accordance with Section 4.06(a)(3)(D). The Company (or the Issuer) shall not be required to make an Offer for Notes (and Senior Indebtedness) pursuant to this covenant if the Net Available Cash available therefor (after application of the proceeds as provided in Section 4.06(a)(3)(A) and Section 4.06(a)(3)(B)) is less than $25,000,000 for any particular Asset Disposition (which lesser amount will be carried forward for purposes of determining whether an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition).

          (d) (1) If the aggregate purchase price of Notes (and other Senior Indebtedness) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company (or the Issuer) shall select the Notes (and other Senior Indebtedness) to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company (or the Issuer) so that only Notes in denominations of €100,000 and integral multiples of €1,000 in excess thereof and other Senior Indebtedness in denominations of $1,000 and integral multiples thereof, shall be purchased).

     (2) Promptly, and in any event within 10 days after the Company (or the Issuer) becomes obligated to make an Offer, the Company (or the Issuer) shall deliver to the Trustee and each Holder notice stating that the Holder may elect to have his Notes purchased by the Company (or the Issuer) either in whole or in part (subject to prorating as described in Section 4.06(d)(1) in the event the Offer is oversubscribed) in denominations of €100,000 and integral multiples of €1,000 in excess thereof of principal amount at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”).

     (3) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company (or the Issuer) shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer for repurchase, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a)

57

and (c). By 11:00 a.m. London time on the Purchase Date, the Company (or the Issuer) shall irrevocably deposit with the Trustee or with the relevant Paying Agent(s) (or, if the Issuer, the Company or a Wholly Owned Subsidiary is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section 4.06. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Company (or the Issuer) shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Company (or the Issuer). The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Company (or the Issuer) to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Company (or the Issuer) immediately after the expiration of the Offer Period for application in accordance with this Section 4.06.

     (4) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Company (or the Issuer) at the address specified in the notice at least three Business Days prior to the Purchase Date. A Holder shall be entitled to withdraw its election if the Trustee or the Company (or the Issuer) receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of the Note which was delivered for purchase by such Holder and a statement that such Holder is withdrawing its election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered.

     (5) At the time the Company (or the Issuer) delivers Notes to the Trustee which are to be accepted for purchase, the Company (or the Issuer) shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Company (or the Issuer) pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.

          (e) The Company (and the Issuer) shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations, including the laws of Luxembourg, in connection with the purchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Company (and the

58

Issuer) shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.06 by virtue thereof.

          SECTION 4.07. Limitation on Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless such transaction is on terms:

     (1) that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate,

     (2) that, in the event such Affiliate Transaction involves an aggregate amount in excess of $25,000,000,

(A)	are set forth in writing, and
(B)	have been approved by a majority of the members of the Board of Directors having no personal stake in such Affiliate Transaction and,

     (3) that, in the event such Affiliate Transaction involves an amount in excess of $75,000,000, have been determined by a nationally recognized appraisal, accounting or investment banking firm to be fair, from a financial standpoint, to the Company and its Restricted Subsidiaries.

     (b) The provisions of Section 4.07(a) will not prohibit:

     (1) any Restricted Payment permitted to be paid pursuant to Section 4.04,

     (2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors,

     (3) the grant of stock options or similar rights to employees and directors of the Company pursuant to plans approved by the Board of Directors,

     (4) loans or advances to employees in the ordinary course of business of the Company,

     (5) the payment of reasonable fees and compensation to, or the provision of employee benefit arrangements and indemnity for the benefit of,

59

directors, officers and employees of the Company and its Restricted Subsidiaries in the ordinary course of business,

     (6) any transaction between or among any of the Company, any Restricted Subsidiary or any joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity,

     (7) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company,

     (8) any agreement as in effect on the Closing Date and described in the Offering Memorandum or in the Company’s SEC filings as filed on or prior to the Closing Date, or any renewals, extensions or amendments of any such agreement (so long as such renewals, extensions or amendments are not less favorable in any material respect to the Company or its Restricted Subsidiaries) and the transactions evidenced thereby,

     (9) transactions with customers, clients, suppliers or purchasers or sellers of goods or services in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management thereof, or are on terms at least as favorable as could reasonably have been obtained at such time from an unaffiliated party, or

     (10) any transaction effected as part of a Qualified Receivables Transaction.

          SECTION 4.08. Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Issuer to purchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with Section 4.08(b).

          (b) Within 30 days following any Change of Control, the Issuer shall give notice to each Holder with a copy to the Trustee (the “Change of Control Offer”), stating:

     (1) that a Change of Control has occurred and that such Holder has the right to require the Issuer to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);

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     (2) the circumstances and relevant facts and financial information regarding such Change of Control;

     (3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is given); and

     (4) the instructions determined by the Issuer, consistent with this Section 4.08, that a Holder must follow in order to have its Notes purchased.

          (c) The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.08 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if the Notes have been called for redemption to the extent that the Issuer gives a valid notice of redemption to Holders prior to the Change of Control, and thereafter redeems all Notes called for redemption in accordance with the terms set forth in such redemption notice.

          (d) (1) If and for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require, the Issuer shall publish notices relating to the Change of Control Offer in a leading newspaper of general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Luxembourg Stock Exchange (www.bourse.lu).

(2) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations, including the laws of Luxembourg, in connection with the purchase of Notes pursuant to this Section 4.08. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.08, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue thereof.

          (e) On the purchase date, all Notes purchased by the Issuer under this Section 4.08 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.

          SECTION 4.09. Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any of its property or assets (including Capital

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Stock of a Restricted Subsidiary), whether owned at the Closing Date or thereafter acquired securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.

          Any Lien created for the benefit of the Holders pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.

                SECTION 4.10. Limitation on Sale/Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless:

(1) (A) the Company or such Restricted Subsidiary would be entitled to:

(i)	Incur Indebtedness with respect to such Sale/Leaseback Transaction pursuant to Section 4.03; and
(ii)	create a Lien on such property securing such Indebtedness without equally and ratably securing the Notes pursuant to Section 4.09;

(B)	the gross proceeds payable to the Company or such Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at least equal to the Fair Market Value of such property; and
(C)	the transfer of such property is permitted by, and, if applicable, the Company applies the proceeds of such transaction in compliance with, Section 4.06; or

(2) the Sale/Leaseback Transaction is with respect to all or a portion of the Company’s properties in Akron, Summit County, Ohio.

                SECTION 4.11. Future Subsidiary Guarantors. The Company shall cause (i) each Restricted Subsidiary that Guarantees any Indebtedness of the Company or any Subsidiary Guarantor, and (ii) each Restricted Subsidiary that Guarantees any Capital Markets Indebtedness of the Issuer, to become a Subsidiary Guarantor, and if applicable, execute and deliver to the Trustee a supplemental indenture in the form set forth in Exhibit 3 hereto pursuant to which such Subsidiary shall Guarantee payment of the Notes. Each Subsidiary Guarantee shall be limited (x) to an amount not to exceed the maximum amount that can be

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Guaranteed by that Subsidiary Guarantor, without (A) rendering the Subsidiary Guarantee, as it relates to such Subsidiary Guarantor voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or (B) subjecting any officers or directors of the Subsidiary Guarantor to a material risk of personal liability, and (y) by applicable corporate benefit or similar laws.

          SECTION 4.12. Suspension of Certain Covenants. (a) Following the first day (the “Suspension Date”) that:

(1)	the Notes have an Investment Grade Rating from both of the Rating Agencies, and
(2)	no Default has occurred and is continuing hereunder with respect to the Notes,

the Company and its Restricted Subsidiaries will not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 and Section 5.01(a)(3)(collectively, the “Suspended Covenants”). In addition, the Company may elect to suspend the Subsidiary Guarantees.

          (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to such Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events and the Subsidiary Guarantees shall be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to herein as the “Suspension Period.”

          (c) Notwithstanding that the Suspended Covenants may be reinstated, no Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. During any Suspension Period, the Company shall not designate any Subsidiary to be an Unrestricted Subsidiary unless the Company would have been permitted to designate such Subsidiary to be an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period.

          (d) On the Reversion Date, all Indebtedness Incurred during the Suspension Period shall be classified to have been Incurred pursuant to Section 4.03(to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.03(a) or Section 4.03(b), such Indebtedness shall be deemed to have been outstanding on the Closing Date, so that it is classified as permitted under Section 4.03(b)(3)(B). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 shall be made as though Section 4.04 had been in effect since the Closing Date and

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throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under Section 4.04(a) and the items specified in Section 4.04(a)(3) shall increase the amount available to be made under Section 4.04(a). For purposes of determining compliance with Section 4.06(a) and Section 4.06(b), the Net Available Cash from all Asset Dispositions not applied in accordance with Section 4.06 shall be deemed to be reset to zero after the Reversion Date.

          (e) In addition, without causing a Default or Event of Default, the Company and the Restricted Subsidiaries may honor any contractual commitments to take actions after a Reversion Date as long as such contractual commitments were entered into during a Suspension Period and not in anticipation of such Notes no longer having an Investment Grade Rating from both of the Rating Agencies.

          (f) The Company shall provide written notice to the Trustee of the occurrence of any Suspension Date or Reversion Date and of any election made pursuant to this Section; provided, that the failure to provide such notice shall not affect the operation of this Section 4.12 or the Company’s rights hereunder.

          SECTION 4.13. Compliance Certificate. The Issuer or the Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer a certificate signed by a Financial Officer stating (i) that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made with a view to determining whether the Company, the Issuer and the Subsidiary Guarantors have fulfilled their obligations under this Indenture and (ii) that, to the knowledge of such Financial Officer, no Default or Event of Default occurred during such period (or, if a Default or Event of Default hereunder shall have occurred, describing all such Defaults or Events of Default hereunder of which such Financial Officer may have knowledge and what action the Issuer has taken, is taking and/or proposes to take with respect thereto).

          SECTION 4.14. Further Instruments and Acts. Upon request of the Trustee, the Issuer and the Note Guarantors will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

          SECTION 4.15. Maintenance of Listing. Each of the Company and the Issuer shall use its reasonable efforts to maintain the listing of the Euro MTF for so long as such Notes are outstanding; provided, however, that if at any time the Company or the Issuer determines that it will not maintain such listing, it will obtain prior to the delisting of the Notes from the Euro MTF, and thereafter use its reasonable efforts to maintain, a listing of such Notes on another internationally recognized stock exchange. If and so long as the Notes

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are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require, the Issuer shall maintain a listing, paying and transfer agent in Luxembourg with respect to the Notes.

          SECTION 4.16. Payment of Additional Amounts. (a) All payments made by or on behalf of the Issuer or the Note Guarantors under or with respect to the Notes or the Note Guarantees shall be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter “Taxes”) imposed or levied by or on behalf of the Netherlands or any political subdivision or any authority or agency therein or thereof having power to tax, or within any other jurisdiction in which the Issuer or any Note Guarantor (or any successor Person) is, organized or otherwise resident for tax purposes or any jurisdiction from or through which payment is made (each a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is required by law or by the interpretation or administration thereof.

          (b) If the Issuer or any Note Guarantor is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction, or if a Holder actually pays such Taxes where the Issuer or the Note Guarantor failed to withhold or deduct Taxes required to be held or deducted, from any payment made under or with respect to the notes or the Note Guarantees, the Issuer or the relevant Note Guarantor, as applicable, will be required to pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holders (including Additional Amounts) after such withholding or deduction (including any Taxes on such Additional Amounts) will not be less than the amount the Holders would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to (1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of such Note); (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; or (3) any Taxes withheld, deducted or imposed on a payment to an individual and which are required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to such directives; nor will the Issuer or any Note Guarantor pay Additional Amounts (a) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the

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extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period), or (b) with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note.

          (c) If an Officer of the Issuer or any Note Guarantor becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or the Note Guarantees, the Issuer, the Company or the relevant Subsidiary Guarantor shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer, the Company or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officers’ Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Trustee shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. Upon request, the Issuer, the Company or the relevant Subsidiary Guarantor shall also provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid.

          (d) Whenever in this Indenture there is mentioned, in any context:

          (1) the payment of principal;

          (2) purchase prices in connection with a purchase of Notes;

          (3) interest; or

          (4) any other amount payable on or with respect to any of the Notes, such reference shall be deemed to include payment of Additional Amounts as described in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

          (e) The Issuer and the Note Guarantors shall pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Note Guarantees, this Indenture or any other document or instrument in relation thereof, or the receipt of any payments with respect to the Notes or the Note Guarantees, excluding such taxes, charges or similar levies imposed by any jurisdiction outside of the jurisdiction of organization of the Issuer or any of the Note Guarantors, or the jurisdiction of organization of any successor of the Issuer or any Note Guarantor, or any jurisdiction in which a Paying Agent is located, and the Issuer and the

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Note Guarantors shall agree to indemnify the Holders for any such taxes paid by such Holders.

          (f) The obligations described in this Section shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer or any Note Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

ARTICLE 5

Successor Company

          SECTION 5.01. When Issuer and Note Guarantors May Merge or Transfer Assets. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets, in one or a series of related transactions, to, any Person, unless:

     (1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture;

     (2) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;

     (3) immediately after giving effect to such transaction, (A) the Successor Company would be able to Incur an additional $1.00 of Indebtedness under Section 4.03(a) or (B) the Consolidated Coverage Ratio for the Successor Company would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and

     (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

          (b) The Issuer shall not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets in one or a series of related transactions to, any Person, unless:

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(1)	the resulting, surviving or transferee Person (the “Successor Issuer”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia or any member state of the European Union and the Successor Issuer (if not the Issuer) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Notes and this Indenture;
(2)	immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Company or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and
(3)	the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

                (c) The Successor Company or Successor Issuer, as applicable, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Issuer, as applicable, under this Indenture. The predecessor Issuer, other than in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes, and the predecessor company shall be released from its obligations under the Note Guarantee.

                (d) The Company shall not permit any Subsidiary Guarantor to, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person unless:

     (1) except in the case of a Subsidiary Guarantor (A) that has been disposed of in its entirety to another Person (other than to the Company or an Affiliate of the Company), whether through a merger, consolidation or sale of Capital Stock or assets or (B) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, the resulting, surviving or transferee Person (the “Successor Guarantor”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, a member state of the European Union or any other jurisdiction under which such Subsidiary Guarantor was organized, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee;

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     (2) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and

     (3) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

     (e) Notwithstanding the foregoing:

     (1) any Restricted Subsidiary may Consolidate with, merge into or transfer all or part of its properties and assets to the Company, the Issuer or any Subsidiary Guarantor and

     (2) the Company or the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in a jurisdiction within the United States of America, any state thereof or the District of Columbia, or, in the case of the Issuer, any member state of the European Union, to realize tax or other benefits.

ARTICLE 6

Defaults and Remedies

SECTION 6.01. Events of Default. An “Event of Default” occurs if:

     (1) the Issuer defaults in any payment of interest on any Note when the same becomes due and payable, and such default continues for 30 days;

     (2) the Issuer defaults in the payment of principal of any Note when the same becomes due and payable at its Stated Maturity, upon optional redemption or required repurchase, upon declaration of acceleration or otherwise;

     (3) the Company, the Issuer or any Subsidiary Guarantor fails to comply with its obligations under Section 5.01;

     (4) the Company or any Restricted Subsidiary fails to comply with Section 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12 or 4.15 (in each case, other than a failure to purchase Notes) and such failure continues for 30 days after the notice from the Trustee or the Holders specified below;

     (5) the Company or any Restricted Subsidiary fails to comply with its covenants or agreements with respect to such Notes contained in this Indenture (other than those referred to in clauses (1), (2), (3) or (4) above) and such failure

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continues for 60 days after the notice from the Trustee or the Holders specified below;

     (6) the Company or any Restricted Subsidiary fails to pay any Indebtedness (other than Indebtedness owing to the Company or a Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default if the total amount of such Indebtedness unpaid or accelerated exceeds $100,000,000 or its foreign currency equivalent;

     (7) the Company, the Issuer or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

          (A) commences a voluntary case;

          (B) consents to the entry of an order for relief against it in an involuntary case;

          (C) consents to the appointment of a Custodian of it or for any substantial part of its property; or

          (D) makes a general assignment for the benefit of its creditors;

or takes any comparable action under any foreign laws relating to insolvency;

     (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

          (A) is for relief against the Company, the Issuer or any Significant Subsidiary in an involuntary case;

          (B) appoints a Custodian of the Company, the Issuer or any Significant Subsidiary or for any substantial part of its property; or

          (C) orders the winding up or liquidation of the Company, the Issuer or any Significant Subsidiary;

or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days;

     (9) any final and nonappealable judgment or decree (not covered by insurance) for the payment of money in excess of $100,000,000 or its foreign currency equivalent (treating any deductibles, self-insurance or retention as not so covered) is rendered against the Company, the Issuer or a Significant Subsidiary and such final judgment or decree remains outstanding and is not satisfied, discharged or waived within a period of 60 days following such judgment; or

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     (10) any Note Guarantee ceases to be in full force and effect in all material respects (except as contemplated by the terms thereof) or any Note Guarantor denies or disaffirms such Note Guarantor’s obligations under this Indenture or any Note Guarantee and such Default continues for 10 days after receipt of the notice specified below.

The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether such Event of Default is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

               Notwithstanding the foregoing, a default under Section 6.01(4), 6.01(5), 6.01(6), 6.01(9) or 6.01(10) (and under Section 6.01(10) only with respect to any Subsidiary Guarantor that is not a Significant Subsidiary) shall not constitute an Event of Default until the Trustee notifies the Issuer or the Holders of at least 25% in principal amount of the outstanding Notes notify the Issuer and the Trustee of the default and the Company, the Issuer or the Subsidiary, as applicable, does not cure such default within any applicable time specified in Section 6.01(4), 6.01(5), 6.01(6), 6.01(9) or 6.01(10) hereof after receipt of such notice.

               The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

               The Issuer shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any Event of Default under Section 6.01(6) or 6.01(10) and any event which with the giving of notice or the lapse of time would become an Event of Default under Section 6.01(4), 6.01(5) or 6.01(9), its status and what action the Company is taking or proposes to take with respect thereto.

     SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(7) or 6.01(8)) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default specified in Section 6.01(7) or 6.01(8) with respect to the Company or the Issuer occurs, the principal of and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of

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acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

          SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

          SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in principal amount of the Notes by notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of or interest on a Note (b) a Default arising from the failure to redeem or purchase any Note when required pursuant to this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

          SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of the Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders), subject to Section 7.01, or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Subject to Section 7.01, if an Event of Default has occurred and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense which might be incurred by it in compliance with such request or direction.

          SECTION 6.06. Limitation on Suits. Except to enforce the right to receive payment of principal of or interest when due, no

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          Holder may pursue any remedy with respect to this Indenture or the Notes unless:

     (1) the Holder gives to the Trustee written notice stating that an Event of Default is continuing;

     (2) the Holders of at least 25% in principal amount of the outstanding Notes make a written request to the Trustee to pursue the remedy;

     (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

     (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

     (5) the Holders of a majority in principal amount of the Notes do not give the Trustee a direction inconsistent with the request during such 60-day period.

          A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

          SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective due dates expressed in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

          SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or 6.01(2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.

          SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Issuer, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation,

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expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.

SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:

          FIRST: to the Trustee for amounts due under Section 7.07;

          SECOND: to Holders for amounts due and unpaid on the Notes for principal and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest respectively; and

          THIRD: to the Issuer.

                The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section. At least 15 days before such record date, the Issuer or the Company shall deliver to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.

          SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Notes.

          SECTION 6.12. Waiver of Stay or Extension Laws. The Issuer (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

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ARTICLE 7

Trustee

          SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

          (b) Except during the continuance of an Event of Default:

     (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

     (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that:

     (1) this paragraph does not limit the effect of paragraph (b) of this Section;

     (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

     (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

          (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

          (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

          (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

          (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its

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duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

     SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.

          (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute wilful misconduct or negligence.

          (e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes, including any Opinion of Counsel, shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, including any Opinion of Counsel.

          (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

          (g) The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions, or agreements on the part of the Issuer, except as otherwise set forth herein, but the Trustee may require of the Issuer full information and advice as to the performance of the covenants, conditions and agreements contained herein.

          (h) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and, with respect to such permissive rights, the Trustee shall not be answerable for other than its negligence or willful misconduct;

          (i) Except for a default under Sections 6.01(1)or (2) hereof, the Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless a Trust Officer shall have received from the Issuer or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding written notice thereof at its address set forth in Section 11.02 hereof, and such notice references the Notes and this Indenture. In the absence of any such notice, the Trustee may conclusively assume that no Default or Event of Default exists.

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          (j) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

          (k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee and each Agent.

          (l) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

     SECTION 7.03. Individual Rights of Trustee. (a) The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Section 7.10.

          (b) The Trustee shall be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days or resign as Trustee.

     SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes or the Subsidiary Guarantees, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or the Offering Memorandum or in any other document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

     SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and is actually known to a Trust Officer, the Trustee shall mail to each Holder notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a Default in the payment of principal of or interest on any Note (including payments pursuant to the redemption provisions of such Note), the

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Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the interests of the Holders.

     SECTION 7.06. [Reserved].

     SECTION 7.07. Compensation and Indemnity. The Issuer or the Company shall pay to the Trustee and Agents from time to time reasonable compensation for their services as shall be agreed to in writing from time to time by the Issuer and the Trustee and Agents, as applicable. The Trustee’s and Agents’ compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee and Agents upon request for all reasonable out-of-pocket expenses incurred or made by them, including costs of collection, in addition to the compensation for their services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s and Agents’ agents, counsel, accountants and experts. The Issuer shall indemnify the Trustee and Agents, their agents, representatives, officers, directors, employees and attorneys against any and all loss, liability or expense (including reasonable compensation and expenses, disbursements and advances of the Trustee’s and Agents’ counsel) incurred by them in connection with the administration of this trust and the performance of their duties or in connection with the exercise or performance of any of their rights or powers hereunder. Such indemnified party shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by such indemnified party to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and such indemnified party shall provide reasonable cooperation in such defense. Such indemnified party may have separate counsel and the Issuer shall pay the fees and expenses of such counsel reasonably acceptable to the Issuer, provided, however, that the Issuer shall not be required to pay such fees and expenses if the Issuer assumes such defense unless there is a conflict of interest between the Issuer and such indemnified party in connection with such defense as determined by such indemnified party in consultation with counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or Agents through the Trustee’s or Agents’ own wilful misconduct, negligence or bad faith.

          In no event shall the Trustee or any Agent be responsible or liable for any special, indirect or consequential loss or damage of any kind (including, without limitation, loss of business, goodwill, opportunity or profit of any kind) of the Issuer or any Note Guarantor, even if advised of it in advance and even if foreseeable and regardless of the form of action.

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          To secure the Issuer’s payment obligations in this Section, the Trustee and Agents shall have a lien prior to the Notes on all money or property held or collected by the Trustee or Agents other than money or property held in trust to pay principal of and interest on particular Notes.

          The Issuer’s payment obligations pursuant to this Section shall survive the resignation or removal of the Trustee and Agents and the discharge of this Indenture. When the Trustee and Agents incur expenses after the occurrence of a Default specified in Section 6.01(7) or (8) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

     SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuer shall remove the Trustee if:

     (1) the Trustee fails to comply with Section 7.10;

     (2) the Trustee is adjudged bankrupt or insolvent;

     (3) a receiver or other public officer takes charge of the Trustee or its property; or

     (4) the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the outstanding Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall deliver a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.

          If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

          If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

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          Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

     SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

          In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

     SECTION 7.10. Eligibility; Disqualification. The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

ARTICLE 8

Discharge of Indenture; Defeasance

     SECTION 8.01. Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the delivery of a notice of redemption pursuant to Article 3 hereof and, in the case of clause (2), the Issuer irrevocably deposits with the Trustee cash in euro or euro-denominated European Government Obligations, or any combination thereof, sufficient to pay at maturity or upon redemption all outstanding Notes, including premium, if any, and interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuer pays all other sums payable under this Indenture by the Issuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. Upon satisfaction of the above conditions, the Trustee shall acknowledge satisfaction and discharge of this Indenture.

          (b) Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (1) all its obligations under the Notes and this Indenture with respect to any

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Notes (“legal defeasance option”) or (2) the obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12 and 4.15 and the operation of Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

          If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(5) (with respect only to the Company’s obligations under Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) or because of the failure of the Company to comply with Section 5.01(a)(3). In the event that the Issuer exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor will be released from all of its obligations with respect to its Subsidiary Guarantee.

          Upon satisfaction of the conditions set forth herein and upon request of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel complying with Section 11.04, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.

          (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.04 and 8.05 shall survive.

     SECTION 8.02. Conditions to Defeasance. The Issuer may exercise its legal defeasance option or its covenant defeasance option only if:

     (1) the Issuer irrevocably deposits in trust with the Trustee cash in euro or euro-denominated European Government Obligations, the principal of and interest on which shall be sufficient, or a combination thereof sufficient to pay the principal of, premium (if any) and interest in respect of the Notes to redemption or maturity, as the case may be;

     (2) the Issuer delivers to the Trustee a certificate from an internationally recognized investment bank, appraisal firm or firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited European Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be;

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     (3) 91 days pass after the deposit is made and during the 91-day period no Default specified in Sections 6.01(7) or (8) with respect to the Issuer occurs which is continuing at the end of the period;

     (4) the deposit does not constitute a default under any other material agreement binding on the Issuer;

     (5) the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;

     (6) in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee (A) an Opinion of Counsel stating that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (B) an Opinion of Counsel in the jurisdiction of organization of the Issuer to the effect that Holders will not recognize income, gain or loss for income tax purposes in such jurisdiction as a result of such deposit and defeasance and will be subject to income tax in such jurisdiction on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and

     (7) in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee (A) an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred and (B) an Opinion of Counsel in the jurisdiction of organization of the Issuer to the effect that Holders will not recognize income, gain or loss for income tax purposes in such jurisdiction as a result of such deposit and defeasance and will be subject to income tax in such jurisdiction on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred.

          Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

          SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust cash in euro or euro-denominated European Government Obligations deposited with it pursuant to this Article 8. It

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shall apply the deposited cash in euro or euro-denominated European Government Obligations, as the case may be, through the relevant Paying Agent(s) and in accordance with this Indenture to the payment of principal of and interest on the Notes.

          SECTION 8.04. Repayment to Issuer. The Trustee and the relevant Paying Agent(s) shall promptly turn over to the Issuer upon request any excess money or securities held by them at any time.

          Subject to any applicable abandoned property law, the Trustee and the relevant Paying Agent(s) shall pay to the Issuer upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Issuer for payment as general creditors.

          SECTION 8.05. Indemnity for Government Obligations. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited European Government Obligations or the principal and interest received on such European Government Obligations.

          SECTION 8.06. Reinstatement. If the Trustee or the relevant Paying Agent(s) is unable to apply any cash in euro or euro-denominated European Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and each Note Guarantor’s obligations under this Indenture and each Note Guarantee with respect to such Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or the relevant Paying Agent(s) is permitted to apply all such cash in euro or euro-denominated European Government Obligations in accordance with this Article 8; provided, however, that, if the Issuer has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the cash in euro or euro-denominated European Government Obligations held by the Trustee or the relevant Paying Agent(s).

ARTICLE 9

Amendments

          SECTION 9.01. Without Consent of Holders. The Issuer, the Note Guarantors and the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder:

(1) to cure any ambiguity, omission, defect or inconsistency;

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     (2) to provide for the assumption by a successor corporation of the obligations of the Issuer or any Note Guarantor under this Indenture in compliance with Article 5;

     (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;

     (4) to add Guarantees with respect to the Notes or to confirm and evidence the release, termination or discharge of any Note Guarantee when such release, termination or discharge is permitted under this Indenture;

     (5) to add to the covenants of the Company or the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or the Issuer;

     (6) to make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of this Indenture;

     (7) to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA;

     (8) to make any amendment to the provisions of this Indenture relating to form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law, and (B) such amendment does not materially affect the rights of Holders to transfer Notes;

     (9) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or

     (10) to convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.09.

          For the avoidance of doubt, nothing in this Indenture shall be construed to require any consent of any Holder to amend or supplement this Indenture in any manner that does not relate to the Notes.

          After an amendment under this Section becomes effective, the Issuer shall deliver to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

          SECTION 9.02. With Consent of Holders. (a) The Issuer, the Note Guarantors and the Trustee may amend this Indenture with respect to the Notes with the written consent of the Holders of at

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least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for such Notes). Any existing Default or compliance with any provisions of this Indenture with respect to the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class, subject to the restrictions of Section 6.04 and this Section 9.02. Notwithstanding the foregoing, without the consent of each Holder affected thereby, an amendment or waiver may not:

     (1) reduce the amount of Notes whose Holders must consent to an amendment;

     (2) reduce the rate of or extend the time for payment of interest on any Note;

     (3) reduce the principal of or extend the Stated Maturity of any Note;

     (4) reduce the premium payable upon the redemption of any Note or change the time at which such Note may be redeemed pursuant to Article 3 hereto or paragraph 6 of the Notes;

     (5) make any Note payable in money other than that stated in such Note;

     (6) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

     (7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or

     (8) make any change in, or release other than in accordance with this Indenture, any Note Guarantee that would adversely affect the Holders.

          (b) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

          After an amendment under this Section becomes effective, the Company shall deliver to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

          SECTION 9.03. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or

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portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee.

          The Issuer or the Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

          SECTION 9.04. Notation on or Exchange of Notes. If an amendment changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Issuer, the Company or the Trustee so determines, the Issuer in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment.

          SECTION 9.05. Trustee To Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.

          SECTION 9.06. Payment for Consent. Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid to all Holders that

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so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

ARTICLE 10

Guarantees

          SECTION 10.01. Guarantees. (a) Each Note Guarantor hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the due and punctual payment and performance of all of the Guaranteed Obligations of such Note Guarantor, jointly with the other Note Guarantors and severally. Each of the Note 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 Note Guarantors waives presentment to, demand of payment from and protest to the Issuer or any Note Guarantor of any of its Guaranteed Obligations, and also waives notice of acceptance of its guarantee, notice of protest for nonpayment and all similar formalities.

          (b) Each of the Note 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 Trustee or any Holder 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 Trustee or any Holder in favor of the Company.

          (c) Except for termination of a Subsidiary Guarantor’s obligations hereunder or a release of such Subsidiary Guarantor pursuant to Section 10.06, to the fullest extent permitted by applicable law, the obligations of each Note Guarantor 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 Note Guarantor or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the obligations of each Note Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy under the provisions of this Indenture or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Indenture or any other agreement, including with respect to any other Note Guarantor under this Agreement; (iii) any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations of such Note Guarantor; or (iv) any other act or omission that may or might in any manner or to any extent vary the risk of such Note Guarantor or otherwise operate as a discharge of such Note Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations of such Note Guarantor).

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          (d) To the fullest extent permitted by applicable law, each Note Guarantor waives any defense based on or arising out of any defense of the Company or any other Note Guarantor or the unenforceability of the Guaranteed Obligations of such Note Guarantor or any part thereof from any cause, or the cessation from any cause of the liability of the Issuer or any other Note Guarantor, other than the indefeasible payment in full in cash of all the Guaranteed Obligations of such Note Guarantor. The Trustee may, at its election, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Issuer or any Note Guarantor or exercise any other right or remedy available to them against the Issuer or any Note Guarantor, in each case without affecting or impairing in any way the liability of any Note Guarantor hereunder except to the extent the Guaranteed Obligations of such Note Guarantor have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Note 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 Note Guarantor against the Issuer or any other Note Guarantor, as the case may be.

          (e) Each of the Note 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 Note Guarantor is rescinded or must otherwise be restored by the Trustee upon the bankruptcy or reorganization of the Issuer, any other Note Guarantor or otherwise.

          SECTION 10.02. Limitation on Liability. Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Note Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Note Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

          SECTION 10.03. Successors and Assigns. This Article 10 shall be binding upon each Note Guarantor and its successors and assigns and shall inure to the benefit of the successors, transferees and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

          SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are

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cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise.

          SECTION 10.05. Modification. No modification, amendment or waiver of any provision of this Article 10, nor the consent to any departure by any Note Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Note Guarantor in any case shall entitle such Note Guarantor to any other or further notice or demand in the same, similar or other circumstances.

          SECTION 10.06. Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from its obligations under this Article 10 (other than any obligation that may have arisen under Section 10.07):

     (1) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Issuer or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor;

     (2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor;

     (3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;

     (4) unless there is then existing an Event of Default, at such time and for so long as any such Subsidiary Guarantor that became a Subsidiary Guarantor after the Closing Date pursuant to Section 4.11 does not Guarantee any Indebtedness that would have required such Subsidiary Guarantor to enter into a Indenture pursuant to Section 4.11 and the Issuer provides an Officers’ Certificate to the Trustee certifying that no such Guarantee is outstanding and the Issuer elects to have such Subsidiary Guarantor released from this Article 10;

     (5) at any time during a Suspension Period if the Issuer provides an Officers’ Certificate to the Trustee stating that the Issuer elects to have such Subsidiary Guarantor released from this Article 10; or

     (6) upon the exercise by the Issuer of its legal defeasance option or its covenant defeasance option or if the Obligations of the Issuer under this Indenture and the Notes are discharged pursuant to Article 8;

provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the Company or a Subsidiary of the Company,

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(ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the Company complies with its obligations under Section 4.06.

At the request of the Issuer, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

          SECTION 10.07. Contribution. Each Note Guarantor that makes a payment under its Note Guarantee shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Note Guarantor in an amount equal to such other Note Guarantor’s pro rata portion of such payment based on the respective net assets of all the Note Guarantors at the time of such payment determined in accordance with GAAP.

ARTICLE 11

Miscellaneous

SECTION 11.01. [Reserved].

          SECTION 11.02. Notices. Any notice or communication shall be in writing in the English language and delivered in person or mailed by first-class mail addressed as follows:

if to the Issuer:

Goodyear Dunlop Tires Europe B.V.
Park Lane Culliganlaan 2A
1831 Diegem, Brussels
Belgium
fax: 0032-2-761 1879
Attention of: Vice President Finance EMEA

if to the Company:

The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316
fax: 330-796-6502
Attention of: Treasurer

if to the Trustee:

Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
fax: +44 (0) 20 7547 6149
Attention of: Trustee & Securities Services

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if to the Registrar:

Deutsche Bank Luxembourg S.A.
2 Boulevard Konrad Adenauer
L-1115, Luxembourg
fax: +352 473 136
Attention of: Coupon Paying Department

if to the Principal Paying Agent and Transfer Agent:

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
fax: +44 (0) 207 547 6149
Attention of: Managing Director

if to the Luxembourg Paying Agent and Transfer Agent:

The Bank of New York Mellon (Luxembourg), S.A.
Vertigo Building — Polaris
2-4 rue Eugène Ruppert
L-2453, Luxembourg
fax: + 352 2452 4204
Attention of: Structured Product Services

          Each of the Issuer, the Company, the Trustee and the agents set forth in the immediately preceding paragraph by notice to the other may designate additional or different addresses for subsequent notices or communications.

          Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

          For Notes which are represented by global certificates held on behalf of Euroclear or Clearstream, notices may be given by delivery of the relevant notices to Euroclear or Clearstream for communication to entitled account holders. So long as any Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require, any such notice to the Holders of the relevant notes shall also be published in a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, post such

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notice on the official website of the Luxembourg Stock Exchange (www.bourse.lu), and, in connection with any redemption, the Issuer shall notify the Luxembourg Stock Exchange of any change in the principal amount of Notes outstanding.

          Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to a Holder of a Note in global form (whether by mail or otherwise), such notice shall be sufficiently given if given to the depositary for such Note (or its designee) pursuant to the customary procedures of such depositary.

          Failure to deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is delivered in the manner provided above, it is duly given, whether or not the addressee receives it.

          In no event, shall Agents be liable for any losses arising from Agents receiving and acting on any instructions from the Issuer or Note Guarantor via any non-secure method of transmission or communication, including, without limitation, by facsimile or email.

          SECTION 11.03. [Reserved].

          SECTION 11.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee, to the extent reasonably requested by the Trustee:

     (1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

     (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with (provided, however, that such counsel may rely as to matters of fact on Officers’ Certificates).

          SECTION 11.05. Statements Required in Certificate or Opinion. Each certificate (other than a certificate delivered pursuant to Section 4.13) or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

     (1) a statement that the individual making such certificate or opinion has read such covenant or condition;

92

     (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

     (3) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

          SECTION 11.06. When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

          SECTION 11.07. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or a meeting of Holders. Each Agent may make reasonable rules for its functions.

          SECTION 11.08. Legal Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

          SECTION 11.09. Governing Law; Submission to Jurisdiction; Service. (a) This Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. The provisions of Articles 86 to 94-8 of the Luxembourg Law on Commercial Companies of August 10, 1915 (as amended) regarding the representation of noteholders and noteholders’ meetings shall not apply to the Notes.

          (b) The Company, the Issuer and each Subsidiary Guarantor irrevocably submit to the jurisdiction of any state or federal court located in The Borough of

93

Manhattan, City of New York in relation to any legal action or proceeding arising out of, related to or in connection with this Indenture, the Notes and the Note Guarantees.

          (c) The Issuer and each Subsidiary Guarantor appoint the Company as its agent for service of process in any such action or proceeding.

          SECTION 11.10. Judgment Currency. Any payment on account of an amount that is payable in euros (the “Required Currency”) which is made to or for the account of any Holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Company, the Issuer or any Subsidiary Guarantor, shall constitute a discharge of the Company’s, the Issuer’s or the Subsidiary Guarantor’s obligation under this Indenture and the Notes, as the case may be, only to the extent of the amount of the Required Currency which such Holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such Holder or the Trustee, as the case may be, under this Indenture or the Notes, the Company, the Issuer and the Subsidiary Guarantors shall indemnify and hold harmless the Holder or the Trustee, as the case may be, from and against all loss sustained by such recipient as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Indenture or the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Holder or the Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Indenture, the Notes or any judgment or order.

          SECTION 11.11. No Recourse Against Others. A director, officer, employee or shareholder, as such, of the Issuer or any Note Guarantor shall not have any liability for any obligations of the Issuer under the Notes or this Indenture or of such Note Guarantor under its Note Guarantee or this Indenture, or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

          SECTION 11.12. Successors. All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

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          SECTION 11.13. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

          SECTION 11.14. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

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          IN WITNESS WHEREOF, the parties have caused this Identure to be duly executed as of the date first written above.

GOODYEAR DUNLOP TIRES EUROPE B.V
by	/s/  Olivier Rousseau
	Name:	Mr.Olivier Rousseau
	Title:	Director and CFO
by	/s/  Arthur de Bok
	Name:	Mr.Arthur de Bok
	Title:	Director, Chairman and President

[Signature Pages to Indenture for 6 3/4% senior notes due 2019]

PARENT GUARANTOR THE GOODYEAR TIRE & RUBBER COMPANY
by	/s/ Scott A. Honnold
	Name:	Scott A. Honnold
	Title:	Vice President and Treasurer

[Signature Pages to Indenture for 6 3/4% senior notes due 2019]

SUBSIDIARY GUARANTORS CELERON CORPORATION
by	/s/ Scott A. Honnold
	Name:	Scott A. Honnold
	Title:	Vice President and Treasurer
	DAPPER TIRE CO., INC.
by	/s/ Scott A. Honnold
	Name:	Scott A. Honnold
	Title:	Vice President and Treasurer
DIVESTED COMPANIES HOLDING COMPANY
by	/s/ Todd M. Tyler
	Name:	Todd M. Tyler
	Title:	Vice President, Treasurer and Secretary
by	/s/ Randall M. Loyd
	Name:	Randall M. Loyd
	Title:	Vice President and Assistant Secretary

[Signature Pages to Indenture for 6 3/4% Senior Notes due 2019]

DIVESTED LITCHFIELD PARK PROPERTIES, INC.
By	/s/ Todd M. Tyler
	Name:	Todd M. Tyler
	Title:	Vice President, Treasurer and Secretary
By	/s/ Randall M. Loyd
	Name:	Randall M. Loyd
	Title:	Vice President and Assistant Secretary
GOODYEAR CANADA INC.
By:	/s/ Douglas S. Hamilton
	Name:	Douglas S. Hamilton
	Title:	President
By:	/s/ Robin M. Hunter
	Name:	Robin M. Hunter
	Title:	Secretary
GOODYEAR CANADA INC.
By:	/s/ Scott A. Honnold
	Name:	Scott A. Honnold
	Title:	Vice President and Treasurer

[Signature Pages to Indenture for 6 3/4% Senior Notes due 2019]

GOODYEAR FARMS, INC
By:	/s/ Scott A. Honnold
	Name:	Scott A. Honnold
	Title:	Vice President and Treasurer
GOODYEAR INTERNATIONAL CORPORATION
By:	/s/ Scott A. Honnold
	Name:	Scott A. Honnold
	Title:	Vice President and Treasurer
GOODYEAR WESTERN HEMISPHERE CORPORATION
By:	/s/ Scott A. Honnold
	Name:	Scott A. Honnold
	Title:	Vice President and Treasurer

[Signature Pages to Indenture for 6 3/4% Senior Notes due 2019]

WHEEL ASSEMBLIES INC.
By:	/s/ Scott A. Honnold
	Name:	Scott A. Honnold
	Title:	Vice President and Treasurer
WINGFOOT COMMERCIAL TIRE SYSTEMS, LLC
By:	/s/ Scott A. Honnold
	Name:	Scott A. Honnold
	Title:	Vice President and Treasurer

[Signature Pages to Indenture for 6 3/4% Senior Notes due 2019]

DEUTSCHE TRUSTEE COMPANY LIMITED, as Trustee,
by	/s/ K. MARTIN		/s/ R. BIBB
	Name:	K. MARTIN	R. BIBB
	Title:	ASSOCIATE DIRECTOR	ASSOCIATE DIRECTOR

DEUTSCHE BANK LUXEMBOURG S.A., as Registrar,
by	/s/ K. MARTIN		/s/ R. BIBB
	Name:	K. MARTIN	R. BIBB
	Title:	ATTORNEY	ATTORNEY

DEUTSCHE BANK AG, LONDON BRANCH, as Principal Paying Agent and Transfer Agent,
by	/s/ M. KEELER		/s/ R. BIBB
	Name:	M. KEELER	R. BIBB
	Title:	Director	VP

THE BANK OF NEW YORK MELLON (LUXEMBOURG), S.A., as Luxembourg Paying Agent and Transfer Agent,
by	/s/ Paul Cattermole
	Name:	Paul Cattermole
	Title:	Vice President

APPENDIX A

PROVISIONS RELATING TO NOTES

     1. Definitions

     1.1 Definitions

     Capitalized terms used but not otherwise defined in this Appendix A shall have the meanings assigned to them in the Indenture. For the purposes of this Appendix A the following terms shall have the meanings indicated below:

          “Applicable Procedures” means, with respect to any transfer or transaction involving a Regulation S Global Note or beneficial interest therein, the rules and procedures of Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time.

          “Definitive Registered Note” means a certificated Note that does not include the Global Notes Legend.

          “Depositary” means Deutsche Bank AG, London Branch, as common depositary of Euroclear and Clearstream, or another Person designated as common depositary by the Issuer.

          “QIB” means a “Qualified Institutional Buyer” as defined in Rule 144A.

          “Regulation S” means Regulation S under the Securities Act.

          “Regulation S Notes” means all Notes offered and sold outside the United States in reliance on Regulation S.

          “Restricted Period”, with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (a) the day on which such Notes are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S, notice of which day shall be promptly given by the Issuer to the Trustee, and (b) the Closing Date with respect to such Notes.

          “Rule 144A” means Rule 144A under the Securities Act.

          “Rule 144A Notes” means all Notes offered and sold to QIBs in reliance on Rule 144A.

          “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as amended.

          “Transfer Restricted Notes” means Definitive Registered Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.

     1.2 Other Definitions

	Defined in
Term	Section
“Agent Members”		2.1	(c)
“Definitive Registered Notes Legend”	2.3(e)(iii)
“Global Note”		2.1	(b)
“Global Notes Legend”	2.3(e)(iv)
“Permanent Regulation S Global Note”		2.1	(b)
“Regulation S Global Note”		2.1	(b)
“Restricted Notes Legend”	2.3(e)(i)
“Rule 144A Global Note”		2.1	(b)
“Temporary Regulation S Global Note”		2.1	(b)
“Temporary Regulation S Global Notes Legend”	2.3(e)(ii)

     2. The Notes

     2.1 Form and Dating

          (a) The Notes issued on the date hereof will be (i) offered and sold by the Issuer pursuant to a purchase agreement and (ii) resold initially only to (1) QIBs in reliance on Rule 144A and (2) Persons outside the United States in reliance on Regulation S. Such Notes may thereafter be transferred to, among others, QIBs and purchasers outside the United States in reliance on Regulation S.

          (b) Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in fully registered form without interest coupons (collectively, the “Rule 144A Global Notes”). The Regulation S Global Notes shall be issued initially in the form of one or more temporary global Notes in fully registered form without interest coupons (the “Temporary Regulation S Global Notes”). Beneficial interests in the Temporary Regulation S Global Notes will be exchanged for beneficial interests in one or more corresponding permanent global Notes in fully registered form without interest coupons (the “Permanent Regulation S Global Notes” and, together with the Temporary Regulation S Global Notes, the “Regulation S Global Notes”) within a reasonable period after the expiration of the Restricted Period upon delivery of the certification contemplated by Section 3. The Temporary Regulation S Global Notes shall also bear the Temporary Regulation S Notes Legend. The Rule 144A Global Notes and the Regulation S Global Notes shall bear the Global Notes Legend and the Restricted Notes Legend. The Rule 144A Global Notes and the Regulation S Global Notes shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or a nominee of such Depositary, duly executed by the Issuer and authenticated by the Trustee or an Authentication Agent as provided in the Indenture. The Rule 144A Global Notes and the Regulation S Global Notes are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on

2 

the records of the Trustee or Registrar and the Depositary or its nominee and on the schedules thereto as hereinafter provided, in connection with transfers, exchanges, redemptions and repurchases of beneficial interests therein.

          (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to a Global Note deposited with or on behalf of the Depositary.

          The Issuer shall execute and the Trustee or an Authentication Agent shall, in accordance with Section 2.02 of the Indenture and Section 2.2 and pursuant to an Authentication Order, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions.

          Members of, or direct or indirect participants in, Euroclear or Clearstream (“Agent Members”) shall have no rights under the Indenture with respect to any Global Note held on their behalf by the Depositary or under such Global Note. So long as the Depositary or any of its nominees is the registered holder of a Global Note, the Depositary or such nominee will be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the sole owner and holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by Euroclear or Clearstream or impair, as between Euroclear or Clearstream and their respective Agent Members, the operation of customary practices thereof governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

          (d) Definitive Registered Notes. Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of certificated Notes.

     2.2 Authentication. The Trustee or an Authentication Agent shall authenticate and make available for delivery upon receipt of an Authentication Order of the Issuer signed by two of its Officers or a duly authorized attorney-in-fact (a) Notes for original issue on the date hereof in an aggregate principal amount of €250,000,000 and (b) subject to the terms of the Indenture, Additional Notes in an unlimited aggregate principal amount. Such Authentication Order shall (x) specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated, (y) direct the Trustee or an Authentication Agent to authenticate such Notes and (z) certify, or be accompanied by an Officers’ Certificate certifying, that all conditions precedent to the issuance of such Notes have been complied with in accordance with the terms hereof.

     2.3 Transfer and Exchange. (a) Transfer and Exchange of Definitive Registered Notes. When Definitive Registered Notes are presented to the Registrar with a request:

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          (i) to register the transfer of such Definitive Registered Notes; or

          (ii) to exchange such Definitive Registered Notes for an equal principal amount of Definitive Registered Notes of other authorized denominations,

          the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met, provided, however, that the Definitive Registered Notes surrendered for transfer or exchange:

          (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and

          (2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:

          (i) if such Definitive Registered Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Note); or

          (ii) if such Definitive Registered Notes are being transferred to the Issuer, a certification to that effect (in the form set forth on the reverse side of the Note); or

          (iii) if such Definitive Registered Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144A or Regulation S or another available exemption under the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Note) and (y) if the Issuer or Registrar so requests, an Opinion of Counsel or other evidence reasonably satisfactory to it that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

          (b) Restrictions on Transfer of a Definitive Registered Note for a Beneficial Interest in a Global Note. A Definitive Registered Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Registered Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer, the Trustee, the Transfer Agent and the Registrar, together with:

          (i) certification (in the form provided in Exhibit 2) that such Definitive Registered Note is being transferred (1) to a QIB in accordance with Rule 144A or (2) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and

          (ii) written instructions directing the Registrar to make, or to direct the Depositary to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the account to be credited with such increase; then the Trustee shall cancel such Definitive Registered Note

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and cause, or direct the Depositary to cause the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Registered Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Registered Note so cancelled. If no Global Notes are then outstanding and the Global Notes have not been previously exchanged for Definitive Registered Notes pursuant to Section 2.4, the Issuer shall issue and the Trustee or an Authentication Agent shall authenticate, upon receipt of an Authentication Order, a new Global Note in the appropriate principal amount.

          (c) Transfer and Exchange of Global Notes.

          (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with the Indenture (including applicable restrictions on transfer set forth herein, if any) and the applicable rules and procedures of Euroclear and Clearstream. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance with the applicable rules and procedures of Euroclear and Clearstream containing information regarding the Agent Member account to be credited with a beneficial interest in such Global Note or another Global Note and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the Agent Member account from which such transfer is made shall be debited by an amount equal to the beneficial interest in the Global Note being transferred. Transfers by an owner of a beneficial interest in a Rule 144A Global Note to a transferee who takes delivery of such interest through a Regulation S Global Note, whether before or after the expiration of the Restricted Period, shall be made only upon receipt by the Registrar of a certification in the form provided in Exhibit 2 from the transferor to the effect that such transfer is being made in accordance with Regulation S.

          (ii) Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in Section 2.4), a Global Note may not be transferred as a whole except by the Depositary to a successor Depositary or a nominee of such successor Depositary.

          (d) Restrictions on Transfer of Regulation S Global Note.

          (i) Prior to the expiration of the Restricted Period, interests in the Regulation S Global Note may only be held through Euroclear or Clearstream. During the Restricted Period, beneficial interests in the Temporary Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures and only (1) to the Company or any Subsidiary thereof, (2) so long as such security is eligible for resale pursuant to Rule 144A, to a person whom the selling holder reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A and who takes ownership of such beneficial interest through the Rule 144A Global Note or (3) to non-U.S. Persons in an offshore transaction in accordance with Regulation S, in each case in accordance with any applicable securities

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laws of any state of the United States. Prior to the expiration of the Restricted Period, transfers by an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of such interest through the Rule 144A Global Note shall be made only in accordance with Applicable Procedures and upon receipt by the Registrar of a written certification from the transferor of the beneficial interest in the form provided in Exhibit 2 to the effect that such transfer is being made to a QIB within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A. Such written certification shall no longer be required after the expiration of the Restricted Period.

          (ii) Upon the expiration of the Restricted Period, beneficial ownership interests in the Regulation S Global Note shall be transferable in accordance with applicable law and the other terms of the Indenture.

          (iii) Notwithstanding anything to the contrary in the Indenture, in no event shall a Definitive Registered Note be delivered upon exchange or transfer of a beneficial interest in a Temporary Regulation S Global Note prior to the end of the Restricted Period.

          (e) Legends.

          (i) Each Transfer Restricted Note shall bear the following legend (the “Restricted Notes Legend”):

          “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH EITHER ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS

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BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES DURING THE RESTRICTED PERIOD APPLICABLE TO REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]”

          (ii) Each Temporary Regulation S Global Note shall bear the following additional legend (the “Temporary Regulation S Global Notes Legend”):

          “THIS SECURITY IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN A NON-U.S. PERSON. BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL SECURITIES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED.”

          (iii) Each Definitive Registered Note shall bear the following additional legend (the “Definitive Registered Notes Legend”):

          “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

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          (iv) Each Global Note shall bear the following legend (the “Global Notes Legend”):

          “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V., (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITARY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.”

          (f) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Registered Notes, transferred, redeemed, repurchased or cancelled, such Global Note shall be returned by the Depositary to the Trustee for cancellation or retained and cancelled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Registered Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Registrar (if it is then the Depositary for such Global Note), by the Trustee or the Depositary, to reflect such reduction.

          (g) Obligations with Respect to Transfers and Exchanges.

          (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee or an Authentication Agent shall authenticate, Definitive Registered Notes and Global Notes at the Registrar’s request.

          (ii) No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to the Indenture).

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          (iii) Prior to the due presentation for registration of transfer of any Note, the Issuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

          (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.

          (v) Notwithstanding any statement herein, the Issuer and the Trustee, and their respective agents and nominees, reserve the right to impose such transfer, certification, exchange or other requirements, and to require such restrictive legends on certificates evidencing Notes, as they may determine are necessary to ensure compliance with the securities laws of the United States and any state therein and any other applicable laws or as Euroclear or Clearstream may require.

          (h) No Obligation of the Trustee.

          (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

          (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance, with any restrictions on transfer imposed under the Indenture or under applicable law or regulation with respect to any transfer of any interest in any Note (including, without limitation, any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

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     2.4 Definitive Registered Notes.

          (a) A Global Note deposited with the Depositary pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Registered Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 and (i) Euroclear and Clearstream notify the Issuer they are unwilling or unable to continue as clearing agency and a successor clearing agency is not appointed by the Issuer within 90 days, (ii) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Issuer within 90 days of such notice and (iii) the Issuer, at its option, notifies the Trustee that the Issuer elects to cause the issuance of definitive Notes in registered form for all, but not a part of, the Global Notes. Except as provided by the foregoing, owners of book-entry interests in the Global Notes will not be entitled to have any portions of such Global Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes in certificated form and will not be considered the owners or holders of such Global Notes (or any notes represented thereby) under the Indenture or the Notes.

          (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee or an Authentication Agent shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Note in the form of a Definitive Registered Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(e), bear the Restricted Notes Legend.

          (c) Subject to the provisions of Section 2.4(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes.

          (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii), the Issuer will promptly make available to the Trustee a reasonable supply of Definitive Registered Notes in fully registered form without interest coupons.

     3. Form of Certificate to be Delivered upon Termination of Restricted Period.

[Date]

Goodyear Dunlop Tires Europe B.V.

c/o Deutsche Trustee Company Limited,

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[          ]

Attention: [          ]

Telecopy: [          ]

Re: Goodyear Dunlop Tires Europe B.V. (the “Issuer”)

6 3/4% Senior Notes due 2019 (the “Notes”)

Ladies and Gentlemen:

          This letter relates to Notes represented by a temporary global note (the “Temporary Regulation S Global Note”). Pursuant to Section 2.1(b) of Appendix A to the Indenture dated as of April 20, 2011 relating to the Notes (the “Indenture”), we hereby certify that the persons who are the beneficial owners of €[_______] principal amount of Notes represented by the Temporary Regulation S Global Note are either non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act of 1933, as amended. Accordingly, you are hereby requested to issue a Permanent Regulation S Global Note representing the undersigned’s interest in the principal amount of Notes represented by the Temporary Regulation S Global Note, all in the manner provided by the Indenture. We certify that we are not an Affiliate of the Issuer.

          You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S.

Very truly yours,

[Name of Transferor]

By:____________________________

_______________________________
Authorized Signature

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EXHIBIT 1

[FORM OF FACE OF SECURITY]

6 3/4% Senior Notes due 2019

[Global Notes Legend]

[Restricted Notes Legend]

[Temporary Regulation S Global Notes Legend]

[Definitive Registered Notes Legend]

1

No. - €__________

6 3/4% Senior Note due 2019

Common Code No. [Reg S/144A] [61523863/61523766]

ISIN No.[Reg S/144A] [XS0615238630/XS0615237665]

          GOODYEAR DUNLOP TIRES EUROPE B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), promises to pay to [          ], or registered assigns, the principal sum [of €      ] [listed on the Schedule of Increases or Decreases in Global Note attached hereto]¹ on April 15, 2019.

Interest Payment Dates: April 15 and October 15, commencing October 15, 2011

Record Dates: April 1 or October 1

¹ Use the Schedule of Increases and Decreases language if Note is in Global Form.

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          Additional provisions of this Note are set forth on the other side of this Note.

          IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.

GOODYEAR DUNLOP TIRES EUROPE B.V.,
by
	Name:
	Title:
by
	Name:
	Title:

Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

DEUTSCHE TRUSTEE COMPANY LIMITED,

     as Trustee, certifies that this is one of the Notes referred to in the Indenture.

By:
	Authorized Signatory

^*/ If the Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit 1 captioned “TO BE ATTACHED TO GLOBAL NOTES — SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE”.

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[FORM OF REVERSE SIDE OF SECURITY]

6 3/4% Senior Note due 2019

1. Interest

          GOODYEAR DUNLOP TIRES EUROPE B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (such company, and its successors and assigns under the Indenture hereinafter referred to, being called the “Issuer”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Issuer shall pay interest semi-annually on April 15 and October 15 of each year, commencing on October 15, 2011. Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from April 20, 2011 until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

2. Method of Payment

          The Issuer shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders at the close of business on April 1 or October 1 next preceding the interest payment date even if Notes are canceled after the record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer shall pay principal, premium, Additional Amounts, if any, and interest in euros. Principal, interest, Additional Amounts, and premium, if any, on Global Notes will be payable at the specified office or agency of the relevant Paying Agent(s); provided, that all such payments with respect to Notes represented by one or more Global Notes registered in the name of or held by a nominee of Euroclear and/or Clearstream will be made by wire transfer of immediately available funds to the account specified by the Holder or Holders thereof.

          Principal, interest, Additional Amounts and premium, if any, on any Definitive Registered Notes will be payable at the specified office or agency of one or more Paying Agents in the City of London and Luxembourg, maintained for such purposes. In addition, interest on the Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the register for the Definitive Registered Notes.

          If the due date for any payment in respect of any Note is not a Business Day at the place in which such payment is due to be paid, the Holder thereof will not be entitled to payment of the amount due until the next succeeding Business Day at such place, and will not be entitled to any further interest or other payment as a result of any such delay.

3. Paying Agent, Transfer Agent and Registrar

          Initially, Deutsche Bank Luxembourg S.A., will act as Registrar, Deutsche Bank AG, London Branch, will act as Transfer Agent and Principal Paying Agent in London, and The Bank of New York Mellon (Luxembourg), S.A., will act as Transfer Agent and Paying Agent in Luxembourg. The Issuer may appoint and change any Paying Agent, Transfer Agent or Registrar without notice. The Issuer, the Company or any Wholly Owned Subsidiary may act as Paying Agent, Transfer Agent or Registrar.

4. Indenture

          The Issuer issued the Notes under an Indenture dated as of April 20, 2011 (the “Indenture”), among the Issuer, the Note Guarantors, the Trustee, Deutsche Bank Luxembourg S.A., as Registrar, Deutsche Bank AG, London Branch, as Principal Paying Agent and Transfer Agent, and The Bank of New York Mellon (Luxembourg), S.A., as Luxembourg Paying Agent and Transfer Agent. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions.

          The Notes are senior unsecured obligations of the Issuer. This Note is one of the Notes referred to in the Indenture. The Indenture imposes certain limitations on the ability of the Issuer, the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, sell assets, including shares of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and create or incur Liens. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.

          Following the first day (the “Suspension Date”) that (i) the Notes have an Investment Grade Rating from both of the Rating Agencies, and (ii) no Default with respect to the Notes has occurred and is continuing under the Indenture, the Company and its Restricted Subsidiaries will not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 and Section 5.01(a)(3) (collectively, the “Suspended Covenants”) of the Indenture with respect to the Notes. In addition, the Company may elect to suspend the Subsidiary Guarantees with respect to the Notes. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to the Notes with respect to future events and the Subsidiary Guarantees with respect to the Notes shall be reinstated.

5. Guarantee

          The payment by the Issuer of the principal of, and premium and interest on, the Notes is fully and unconditionally guaranteed on a joint and several senior

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unsecured basis by each Note Guarantor to the extent set forth in the Indenture. The precise terms of the Note Guarantee of the Notes and the Guaranteed Obligations of the Note Guarantors with respect to the Notes are expressly set forth in Article 10 of the Indenture.

6. Optional Redemption

          Except as set forth below in this paragraph 6 and paragraph 7, the Issuer will not be entitled to redeem the Notes.

          On or after April 15, 2015, the Issuer may redeem the Notes, in whole or in part, on not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12 month period commencing on April 15 of the years set forth below:

	Redemption
Year	Price
2015		103.375	%
2016		101.688	%
2017 and thereafter		100.000	%

          In addition, prior to April 15, 2014, the Issuer may, on one or more occasions, redeem up to a maximum of 35% of the original aggregate principal amount of the Notes (calculated giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings, at a redemption price equal to 106.75% of the principal amount thereof, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that (1) at least 65% of the original aggregate principal amount of the Notes (calculated giving effect to any issuance of Additional Notes) remains outstanding after giving effect to any such redemption and (2) any such redemption by the Issuer is made within 90 days after the closing of such Equity Offering and is made in accordance with certain procedures set forth in the Indenture.

          In addition, prior to April 15, 2015, the Issuer may at its option redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be given to each Holder not less than 30 nor more than 60 days prior to the redemption date.

          “Applicable Premium” means, with respect to a Note at any redemption date, the greater of (1) 1.00% of the principal amount of such Note and (2) the excess of (A) the present value at such redemption date of (i) the redemption price of such Note on

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April 15, 2015 (such redemption price being described in the first paragraph in this section exclusive of any accrued interest), plus (ii) all required remaining scheduled interest payments due on such Note through April 15, 2015 (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Bund Rate plus 50 basis points, over (B) the principal amount of such Note on such redemption date.

          “Bund Rate” means, with respect to any redemption date, the yield to maturity at the time of computation of direct obligations of the Federal Republic of Germany (Bunds or Bundesanleihen) with a constant maturity (as officially compiled and published in the most recent financial statistics that have become publicly available at least two Business Days (but not more than five Business Days) prior to the redemption date (or, if such financial statistics are not so published or available, any publicly available source of similar market data selected by the Issuer in good faith)) most nearly equal to the period from such redemption date to April 15, 2015; provided, however, that if the period from the redemption date to April 15, 2015 is not equal to the constant maturity of the direct obligation of the Federal Republic of Germany for which a weekly average yield is given, the Bund Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of direct obligations of the Federal Republic of Germany for which such yields are given, except that if the period from the redemption date to April 15, 2015 is less than a year, the weekly average yield on actually traded direct obligations of the Federal Republic of Germany adjusted to a constant maturity of one year shall be used.

7. Redemption Upon Changes in Withholding Taxes

          The Issuer is entitled to redeem the Notes, at its option, at any time as a whole but not in part, upon not less than 30 nor more than 60 days’ notice, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event the Issuer has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts as a result of:

          (a) a change in or an amendment to the laws (including any regulations promulgated thereunder) of any Relevant Taxing Jurisdiction (or any political subdivision or taxing authority thereof or therein), or

          (b) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations,

which change or amendment is announced or becomes effective on or after April 15, 2011 and the Issuer cannot avoid such obligation by taking reasonable measures available to it.

          Before the Issuer publishes or gives notice of redemption of the Notes as described above, the Issuer will deliver to the Trustee an Officers’ Certificate to the effect

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that the Issuer cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The Issuer will also deliver an opinion of independent legal counsel of recognized standing stating that the Issuer would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations. The Trustee will accept such Officers’ Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders. For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such directives will not be a change or amendment for such purposes.

8. Payment of Additional Amounts

          The Issuer is required to make all payments under or with respect to the Notes free and clear of and without withholding or deduction for or on account of any present or future Taxes in accordance with Section 4.16 of the Indenture.

9. Sinking Fund

The Notes are not subject to any sinking fund.

10. Notice of Redemption

          At least 30 days but not more than 60 days before a date for redemption of Notes, the Issuer, or the Trustee (at the direction of the Issuer), shall give notice of redemption to each Holder of Notes to be redeemed. Notes in denominations larger than €100,000 may be redeemed in part but only in whole multiples of €1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with one or more Paying Agents on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Notes (or such portions thereof) called for redemption.

          In addition, for so long as any Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require, any such notice to the Holders of the relevant Notes shall also be published in a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Luxembourg Stock Exchange (www.bourse.lu), and, in connection with any redemption, the Issuer will notify the Luxembourg Stock Exchange of any change in the principal amount of notes outstanding.

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11. Repurchase of Notes at the Option of Holders

          Upon a Change of Control, any Holder of Notes will have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of the Notes of such Holder at a purchase price equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms of, the Indenture.

          In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.

12. Denominations; Transfer; Exchange

          The Notes are in registered form without coupons in denominations of €100,000 and integral multiples of €1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. Upon any transfer or exchange, the Registrar, the Transfer Agent and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar or Transfer Agent need not register the transfer or exchange of any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a selection of Notes to be redeemed or for a period of 15 days prior to an interest payment date.

13. Persons Deemed Owners

          Except as provided in paragraph 2 hereof, the registered Holder of this Note may be treated as the owner of it for all purposes.

14. Unclaimed Money

          If money for the payment of principal or interest remains unclaimed for two years, the Trustee and any Paying Agent shall pay the money back to the Issuer at its written request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look to the Issuer for payment as general creditors and the Trustee and such Paying Agent shall have no further liability with respect to such monies.

15. Discharge and Defeasance

          Subject to certain conditions, the Issuer at any time may terminate some of or all its obligations under the Notes and the Indenture with respect to the Notes if the Issuer deposits with the Trustee euro, European Government Obligations, or any combination thereof, for the payment of principal of, and interest on the Notes to redemption, or maturity, as the case may be.

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16. Amendment, Waiver

          Subject to certain exceptions set forth in the Indenture, (i) the Indenture with respect to the Notes or the Notes may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of all of the Notes then outstanding voting as a single class and (ii) any Default with respect to the Notes may be waived with the written consent of the Holders of at least a majority in principal amount of all of the Notes then outstanding voting as a single class.

          Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Notes, the Issuer, the Note Guarantors and the Trustee may amend the Indenture with respect to the Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a successor corporation of the obligations of the Issuer or any Note Guarantor under the Indenture in compliance with Article 5 of the Indenture; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iv) to add Guarantees with respect to the Notes or to confirm and evidence the release, termination or discharge of any such Note Guarantee when such release, termination or discharge is permitted under the Indenture; (v) to add additional covenants for the benefit of the Holders of the Notes or to surrender rights and powers conferred on the Company or the Issuer; (vi) to make any change that does not adversely affect the rights of any Holder of Notes in any material respect, subject to the provisions of the Indenture; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any amendment to provisions of the Indenture relating to form, authentication, transfer and legending of the Notes; provided, however, that compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act; (ix) to provide for the issuance of Additional Notes in accordance with the terms of the Indenture; or (x) to convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.09 of the Indenture.

17. Defaults and Remedies

          An “Event of Default” with respect to the Notes occurs if: (i) the Issuer defaults in any payment of interest on any Note when the same becomes due and payable, and such default continues for 30 days; (ii) the Issuer defaults in the payment of principal of any Note when the same becomes due and payable at its Stated Maturity, upon optional redemption or required repurchase, upon declaration of acceleration or otherwise; (iii) the Company, the Issuer or any Subsidiary Guarantor fails to comply with its obligations under Section 5.01 of the Indenture; (iv) the Company or any Restricted Subsidiary fails to comply with Section 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12 or 4.15 of the Indenture (in each case, other than a failure to purchase Notes) and such failure continues for 30 days after the notice from the Trustee or the Holders specified below; (v) the Company or any Restricted Subsidiary fails to comply with its covenants or agreements contained in the Notes or the Indenture (other than those referred to in clauses (i), (ii), (iii) or (iv) above) and such failure continues for 60 days after the notice from the Trustee or the Holders specified below; (vi) the Company or any Restricted Subsidiary fails to pay any Indebtedness (other than Indebtedness owing to the

7

Company or a Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default if the total amount of such Indebtedness unpaid or accelerated exceeds $100,000,000 or its foreign currency equivalent; (vii) certain events of bankruptcy, insolvency or reorganization of the Company, the Issuer or a Significant Subsidiary under Sections 6.01(7) and (8) of the Indenture; (viii) any final and nonappealable judgment or decree (not covered by insurance) for the payment of money in excess of $100,000,000 or its foreign currency equivalent (treating any deductibles, self-insurance or retention as not so covered) is rendered against the Company, the Issuer or a Significant Subsidiary and such final judgment or decree remains outstanding and is not satisfied, discharged or waived within a period of 60 days following such judgment; or (ix) any Note Guarantee with respect to the Notes ceases to be in full force and effect in all material respects (except as contemplated by the terms thereof) or any Note Guarantor denies or disaffirms such Note Guarantor’s obligations under the Indenture or any Note Guarantee and such Default continues for 10 days after receipt of the notice specified below.

          The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether such Event of Default is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

          Notwithstanding the foregoing, a default under clause (iv), (v), (vi), (viii) or (ix) (only with respect to any Subsidiary Guarantor that is not a Significant Subsidiary) shall not constitute an Event of Default until the Trustee notifies the Issuer or the Holders of at least 25% in principal amount of the outstanding Notes notify the Issuer and the Trustee of the default and the Company, the Issuer or the Subsidiary Guarantor, as applicable, does not cure such default within any applicable time specified in clause (iv), (v), (vi), (viii) or (ix) hereof after receipt of such notice.

          If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of all of the outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company or the Issuer occurs, the principal of and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

18. Trustee Dealings with the Company

          The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

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19. No Recourse Against Others

          A director, officer, employee or shareholder, as such, of the Issuer or any Note Guarantor shall not have any liability for any obligations of the Issuer under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

20. Authentication

          This Note shall not be valid until an authorized signatory of the Trustee (or an authentication agent) manually signs the certificate of authentication on the other side of this Note.

21. Abbreviations

          Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

22. Governing Law

          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

          The provisions of Articles 86 to 94-8 of the Luxembourg Law on Commercial Companies of August 10, 1915 (as amended) regarding the representation of noteholders and noteholders’ meetings shall not apply to the Notes.

23. Common Codes and ISINs

          The Issuer has caused Common Codes and ISINs to be printed on the Notes and has directed the Trustee to use Common Codes and ISINs in notices as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice or notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

          The Issuer will furnish to any Holder of Notes upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note.

9

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

     (Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                             agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:                                                                                Your Signature:                                                                               

Sign exactly as your name appears on the other side of this Note. Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee.

10

[FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
REGISTRATION OF TRANSFER RESTRICTED NOTES]

     This certificate relates to €____________ principal amount of Notes held in definitive registered form by the undersigned.

     The undersigned has requested the Trustee by written order to exchange or register the transfer of a Definitive Registered Note.

     In connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the time that the Notes may be freely traded without any limitations and conditions under Rule 144 under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1)	o to the Issuer; or
(2)	o to the Registrar for registration in the name of the Holder, without transfer; or
(3)	o pursuant to an effective registration statement under the Securities Act; or
(4)	o inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or
(5)	o outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act and such Note shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
(6)	o pursuant to another available exemption from registration provided under the Securities Act.

               Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof, provided, however, that if box (5) or (6) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Trustee or the Issuer has reasonably requested

11

to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Date: _____________________

Your Signature:

Sign exactly as your name appears on the other side of this Note.

Signature Guarantee*:    *(Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee)

TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Date:                                                            

Signature:                                                                                                                         

                        (to be executed by an executive officer of purchaser)

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[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

          The initial principal amount of this Global Note is €[    ]. The following increases or decreases in this Global Note have been made:

Date of	Amount of decrease in	Amount of increase in	Principal amount of this	Signature of authorized
Exchange	Principal Amount of this	Principal Amount of this	Global Note following such	signatory of Trustee or
	Global Note	Global Note	decrease or increase	Principal Paying Agent

13

OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box:

Asset Sale o Change of Control o

          If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the amount (€100,000 and integral multiples of €1,000 in excess thereof):

€__________

Date: __________________ Your Signature: __________________
(Sign exactly as your name appears on the other side of the Note)

Signature Guarantee:_____________________________

Signature must be guaranteed by a participant in a recognized signature
guaranty medallion program or other signature guarantor acceptable to the Trustee

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EXHIBIT 2

[FORM OF CERTIFICATE OF TRANSFER]

Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom

 Re: 6 3/4% Senior Notes due 2019 of Goodyear Dunlop Tires Europe B.V. (the “Notes”)

          Reference is hereby made to the Indenture dated as of April 20, 2011, among Goodyear Dunlop Tires Europe B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (the “Issuer”), The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages thereto, Deutsche Trustee Company Limited, as Trustee (the “Trustee”), Deutsche Bank Luxembourg S.A., as registrar, Deutsche Bank AG, London Branch, as principal paying agent and transfer agent, and The Bank of New York Mellon (Luxembourg), S.A., as Luxembourg paying agent and transfer agent (the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

          ________________, (the “Transferor”) owns and proposes to transfer the Note/Notes or interest in such Note/Notes (the “Book-Entry Interest”) specified in Annex A hereto, in the principal amount of €______________ in such Note/Notes or interests (the “Transfer”), to _______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. o Check if Transfer is Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the U.S. Securities Act of 1933 (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the Book-Entry Interest or Definitive Registered Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the Book-Entry Interest or Definitive Registered Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A to whom notice was given that the Transfer was being made in reliance on Rule 144A and such Transfer is in compliance with any applicable securities laws of any state of the United States or any other jurisdiction. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Definitive Registered Note will be subject to the restrictions on transfer enumerated in the Restricted Notes Legend printed on the Rule 144A Global Note and/or the Rule 144A Definitive Registered Note (as applicable) and in the Indenture, the Securities Act and any applicable securities laws of any state of the United States or any other jurisdiction.

2. o Check if Transfer is pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Regulation S under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (A) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (ii) no directed selling efforts have been made in contravention of the requirements of Regulation S under the Securities Act; (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act; and (iv) if the Transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Registered Note will be subject to the restrictions on transfer printed on the Regulation S Global Note and/or the Regulation S Definitive Registered Note (as applicable) and in the Indenture and any applicable securities laws of any jurisdiction.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Trustee.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                                                             

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ANNEX A TO CERTIFICATE OF TRANSFER

     The Transferor owns and proposes to transfer the following:

[CHECK ONE]

o a Book-Entry Interest held through Euroclear Account No. _______ or Clearstream Banking Account No._____, in the:

o Rule 144A Global Note (ISIN/COMMON CODE _________); or

o Regulation S Global Note (ISIN/COMMON CODE ________); or

o a Rule 144A Definitive Registered Note; or

oa Regulation S Definitive Registered Note.

After the Transfer the Transferee will hold:

[CHECK ONE]

o a Book-Entry Interest through Euroclear Account No. _________ or Clearstream Banking Account No. ______ in the:

o Rule 144A Global Note (ISIN/COMMON CODE _________); or

o Regulation S Global Note (ISIN/COMMON CODE ________); or

o a Rule 144A Definitive Registered Note; or

oa Regulation S Definitive Registered Note.

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EXHIBIT 3

[FORM OF SUPPLEMENTAL INDENTURE]

               SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of         , among [GUARANTOR] (the “New Guarantor”), a subsidiary of THE GOODYEAR TIRE & RUBBER COMPANY (or its successor), an Ohio corporation (the “Company”), GOODYEAR DUNLOP TIRES EUROPE B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (the “Issuer”), the subsidiary guarantors listed on the signature pages hereto (the “Subsidiary Guarantors”) and DEUTSCHE TRUSTEE COMPANY LIMITED, as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H :

          WHEREAS the Issuer and the Note Guarantors (the “Existing Guarantors”) have heretofore executed and delivered to the Trustee the Indenture dated as of April 20, 2011 (the “Indenture”), providing for the issuance of the Issuer’s 6 3/4% Senior Notes due 2019 (the “Notes”), initially in the aggregate principal amount of €250,000,000.

          WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Company is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Issuer’s obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and

          WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer and the Existing Guarantors are authorized to execute and deliver this Supplemental Indenture;

          NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

          1. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all Existing Guarantors, to unconditionally guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture with respect to the Notes and of the Notes themselves.

EXHIBIT 3

          2. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture with respect to the Notes only is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture with respect to the Notes only for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

          3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

          5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

EXHIBIT 3

          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

[NEW GUARANTOR],
by
	Name:
	Title:
THE GOODYEAR TIRE & RUBBER COMPANY,
by
	Name:
	Title:
GOODYEAR DUNLOP TIRES EUROPE B.V.,
by
	Name:
	Title:
[EXISTING GUARANTORS],
by
	Name:
	Title:
DEUTSCHE TRUSTEE COMPANY LIMITED, as Trustee,
by
	Name:
	Title:

EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
dated as of April 20, 2011 among

THE GOODYEAR TIRE & RUBBER COMPANY
GOODYEAR DUNLOP TIRES EUROPE B.V.
GOODYEAR DUNLOP TIRES GERMANY GMBH
GOODYEAR DUNLOP TIRES OPERATIONS S.A.

The Lenders Party Hereto,

J.P. MORGAN EUROPE LIMITED,
as Administrative Agent

JPMORGAN CHASE BANK, N.A.,
as Collateral Agent

BNP PARIBAS,
as Syndication Agent

BARCLAYS BANK PLC
CITICORP USA INC.
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
DEUTSCHE BANK SECURITIES INC.
GOLDMAN SACHS CREDIT PARTNERS L.P.
MORGAN STANLEY BANK, N.A.

NATIXIS
as Mandated Lead Arrangers

J.P. MORGAN PLC,
as Joint Bookrunner
and Mandated Lead Arranger BNP PARIBAS SECURITIES CORP.,
as Joint Bookrunner
and Mandated Lead Arranger

IMPORTANT NOTE:

EACH PARTY HERETO MUST EXECUTE THIS CREDIT AGREEMENT OUTSIDE THE REPUBLIC OF AUSTRIA AND EACH
LENDER MUST BOOK ITS LOAN AND RECEIVE ALL PAYMENTS OUTSIDE THE REPUBLIC OF AUSTRIA. TRANSPORTING
OR SENDING THE ORIGINAL OR ANY CERTIFIED COPY OF THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT
OR ANY NOTICE OR OTHER COMMUNICATION (INCLUDING BY EMAIL OR OTHER ELECTRONIC TRANSMISSION) INTO OR
FROM THE REPUBLIC OF AUSTRIA MAY RESULT IN THE IMPOSITION OF AN AUSTRIAN STAMP DUTY ON THE CREDIT
FACILITY PROVIDED FOR HEREIN, WHICH MAY BE FOR THE ACCOUNT OF THE PARTY WHOSE ACTIONS RESULT IN
SUCH IMPOSITION. COMMUNICATIONS REFERENCING THIS CREDIT AGREEMENT SHOULD NOT BE ADDRESSED TO
RECIPIENTS IN, OR SENT BY PERSONS LOCATED IN, THE REPUBLIC OF AUSTRIA AND PAYMENTS SHOULD NOT BE
MADE TO BANK ACCOUNTS IN THE REPUBLIC OF AUSTRIA. SEE ALSO SECTION 9.20 AND A MEMORANDUM FROM
AUSTRIAN COUNSEL FOR THE GOODYEAR TIRE & RUBBER COMPANY WHICH IS AVAILABLE UPON REQUEST FROM THE ADMINISTRATIVE AGENT.

[CS&M 6701-315]

TABLE OF CONTENTS

	Page
ARTICLE I
Definitions
SECTION 1.01. Defined Terms		1
SECTION 1.02. Classification of Loans and Borrowings		56
SECTION 1.03. Terms Generally		56
SECTION 1.04. Accounting Terms; GAAP		56
SECTION 1.05. Currency Translation		57
ARTICLE II
The Credits
SECTION 2.01. Commitments		58
SECTION 2.02. Loans and Borrowings		58
SECTION 2.03. Requests for Borrowings		58
SECTION 2.04. Letters of Credit		59
SECTION 2.05. Swingline Loans		65
SECTION 2.06. Funding of Borrowings		67
SECTION 2.07. Continuation of Borrowings		68
SECTION 2.08. Termination of Commitments; Reductions of Commitments		69
SECTION 2.09. Repayment of Loans; Evidence of Debt		70
SECTION 2.10. [intentionally omitted]		71
SECTION 2.11. Prepayment of Loans		71
SECTION 2.12. Fees		72
SECTION 2.13. Interest		73
SECTION 2.14. Alternate Rate of Interest		74
SECTION 2.15. Increased Costs		74
SECTION 2.16. Break Funding Payments		76
SECTION 2.17. Taxes		76
SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Setoffs		78
SECTION 2.19. Mitigation Obligations; Replacement of Lenders		80
SECTION 2.20. Additional Reserve Costs		81
SECTION 2.21. Defaulting Lenders		82
ARTICLE III
Representations and Warranties
SECTION 3.01. Organization; Powers		84

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	Page
SECTION 3.02. Authorization; Enforceability		84
SECTION 3.03. Governmental Approvals; No Conflicts		84
SECTION 3.04. Financial Statements; No Material Adverse Change		85
SECTION 3.05. Litigation and Environmental Matters		85
SECTION 3.06. Compliance with Laws and Agreements		86
SECTION 3.07. Investment Company Status		86
SECTION 3.08. ERISA		86
SECTION 3.09. Disclosure		86
SECTION 3.10. Subsidiaries		86
SECTION 3.11. Security Interests		87
SECTION 3.12. Use of Proceeds		87
ARTICLE IV
Conditions
SECTION 4.01. Effective Date		87
SECTION 4.02. Each Credit Event		90
ARTICLE V
Affirmative Covenants
SECTION 5.01. Financial Statements and Other Information		91
SECTION 5.02. Notices of Defaults		93
SECTION 5.03. Existence; Conduct of Business		93
SECTION 5.04. Maintenance of Properties		93
SECTION 5.05. Books and Records; Inspection and Audit Rights		93
SECTION 5.06. Compliance with Laws		94
SECTION 5.07. Insurance		94
SECTION 5.08. Guarantees and Collateral		94
ARTICLE VI
Negative Covenants
SECTION 6.01. Limitation on Indebtedness		97
SECTION 6.02. Limitation on Restricted Payments		102
SECTION 6.03. Limitation on Restrictions on Distributions from Restricted Subsidiaries		107
SECTION 6.04. Limitation on Sales of Assets and Subsidiary Stock		109
SECTION 6.05. Limitation on Transactions with Affiliates		111
SECTION 6.06. Limitation on Liens		113
SECTION 6.07. Limitation on Sale/Leaseback Transactions		117
SECTION 6.08. Fundamental Changes		118
SECTION 6.09. European J.V. Leverage Ratio		119

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	Page
SECTION 6.10. Sumitomo Ownership		119
SECTION 6.11. German Subsidiary Matters		119
ARTICLE VII
Events of Default and CAM Exchange
SECTION 7.01. Event of Default		119
SECTION 7.02. CAM Exchange		122
SECTION 7.03. Letters of Credit		123
SECTION 7.04. Collections		125
ARTICLE VIII
The Agents
ARTICLE IX
Miscellaneous
SECTION 9.01. Notices		128
SECTION 9.02. Waivers; Amendments		129
SECTION 9.03. Expenses; Indemnity; Damage Waiver		132
SECTION 9.04. Successors and Assigns		134
SECTION 9.05. Survival		138
SECTION 9.06. Counterparts; Integration; Effectiveness		139
SECTION 9.07. Severability		139
SECTION 9.08. Right of Setoff		139
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process		140
SECTION 9.10. WAIVER OF JURY TRIAL		140
SECTION 9.11. Headings		141
SECTION 9.12. Confidentiality		141
SECTION 9.13. Interest Rate Limitation		141
SECTION 9.14. Security Documents		142
SECTION 9.15. Collateral Agent as Joint and Several Creditor		142
SECTION 9.16. Conversion of Currencies		143
SECTION 9.17. Dutch Act on Financial Supervision		144
SECTION 9.18. Power of Attorney		147
SECTION 9.19. USA Patriot Act Notice		147
SECTION 9.20. Austrian Matters		147
SECTION 9.21. German thin capitalisation certificates		149

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SCHEDULES:

Schedule 1.01(a)	—	Applicable Assets of the European J.V.
Schedule 1.01(b)	—	Applicable Assets of German Grantors
Schedule 1.01(c)	—	Applicable Assets of Luxembourg Grantors
Schedule 1.01(d)	—	Applicable Assets of UK Grantors
Schedule 1.01(e)	—	Applicable Assets of French Grantors
Schedule 1.01A	—	US Consent Subsidiaries
Schedule 1.01B	—	Senior Subordinated-Lien Indebtedness
Schedule 2.01	—	Commitments Schedule 3.10 --Subsidiaries
Schedule 4.01(b)	—	Required Opinions
Schedule 4.01(i)	—	Pledged J.V. Subsidiaries

EXHIBITS:

Exhibit A	—	Form of Borrowing Request
Exhibit B	—	Form of Continuation Request
Exhibit C-1	—	Form of Promissory Note for ABT Loans
Exhibit C-2	—	Form of Promissory Note for German Loans
Exhibit D	—	Form of Assignment and Assumption
Exhibit E-1	—	Form of Opinion of Goodyear’s Outside Counsel
Exhibit E-2	—	Form of Opinion of the General Counsel, the Associate General Counsel or an Assistant General Counsel of Goodyear
Exhibit F	—	Form of Verification Letter
Exhibit G	—	Form of Affiliate Authorization
Exhibit H	—	Mandatory Costs Rate
Exhibit I	—	Form of Tax Certificate

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     AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of April 20, 2011, among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR DUNLOP TIRES OPERATIONS S.A.; the LENDERS party hereto; J.P. MORGAN EUROPE LIMITED, as Administrative Agent; and JPMORGAN CHASE BANK, N.A., as Collateral Agent.

          Goodyear and the Borrowers have requested the Lenders, and the Lenders are willing, to amend and restate the Existing Credit Agreement to continue and modify the revolving credit facilities provided for therein to enable the Borrowers to (a) borrow ABT Loans at any time and from time to time during the ABT Availability Period in an aggregate principal amount not in excess of €300,000,000 at any time outstanding, (b) borrow German Loans at any time and from time to time during the German Availability Period in an aggregate principal amount not in excess of €100,000,000 at any time outstanding, (c) obtain Letters of Credit under the ABT Commitments at any time and from time to time during the ABT Availability Period in an aggregate stated amount not in excess of €50,000,000 at any time outstanding and (d) borrow Swingline Loans under the ABT Commitments at any time and from time to time during the ABT Availability Period in an aggregate principal amount not in excess of €25,000,000. The Lenders are willing to extend such credit to the Borrowers on the terms and subject to the conditions herein set forth. Letters of Credit and the proceeds of the Loans will be used for general corporate purposes of the European J.V. and the J.V. Subsidiaries.

          Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

          SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

          “ABT Availability Period” means the period from and including the Effective Date to but excluding the earlier of (a) the Maturity Date and (b) the date of termination of all ABT Commitments.

          “ABT Commitment” means, with respect to each ABT Lender, the commitment of such Lender to make ABT Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum permitted aggregate amount of such Lender’s ABT Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each ABT Lender’s ABT Commitment as of the Effective Date is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its ABT

Commitment, as applicable. The initial aggregate amount of the ABT Lenders’ ABT Commitments after giving effect to the transactions to be effected on the Effective Date is €300,000,000.

          “ABT Credit Exposure” means, with respect to any ABT Lender at any time, the sum of (a) the aggregate of the Euro Equivalents of the outstanding principal amounts of such Lender’s ABT Loans at such time, (b) such Lender’s LC Exposure and

          (c) such Lender’s Swingline Exposure.

          “ABT Lender” means a Lender with an ABT Commitment or, if the ABT Commitments have terminated or expired, a Lender with ABT Credit Exposure.

          “ABT Loan” means a Loan made pursuant to clause (a) of Section 2.01.

          “ABT Obligations” means (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the ABT Loans and the Swingline Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) all payments required to be made by each Borrower hereunder in respect of any Letter of Credit, when and as due, including payments in respect of reimbursements of LC Disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations of the Credit Parties to any of the Secured Parties (including to the Collateral Agent under Section 9.15) under this Agreement and each of the other Credit Documents, 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), save in each case insofar as the same relate to, or to any Guarantee of, the German Loans or any amount payable in respect thereof, (b) the due and punctual performance of all other nonmonetary obligations of the Credit Parties to any of the Secured Parties under this Agreement and the other Credit Documents (other than the performance of obligations in respect of, or under any Guarantee in respect of, the German Loans or any amount payable in respect thereof), (c) the due and punctual payment and performance of all obligations of the European J.V. or any J.V. Subsidiary that is not organized under the laws of the Federal Republic of Germany under each Swap Agreement that shall at any time have been specified in a written notice to the Administrative Agent from the European J.V. as being included in the ABT Obligations, if such Swap Agreement (i) shall have been in effect on the Effective Date with a counterparty that shall have been a Lender or an Affiliate of a Lender immediately prior to the effectiveness of the amendment and restatement hereof as of the Effective Date or (ii) shall have been entered into after the Effective Date with any counterparty that shall have been a Lender or an Affiliate of a Lender at the time such Swap Agreement was entered into and (d) the due and punctual payment and performance of all obligations of the European J.V. or any J.V. Subsidiary that is not organized under the laws of the Federal Republic of Germany arising out of or in connection with cash management or similar services that shall at any time have been designated in a written notice to the

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Administrative Agent from the European J.V. as being included in the ABT Obligations and that are provided by a Person that shall have been a Lender or an Affiliate of a Lender at the time of such designation.

          “ABT Percentage” means, with respect to any ABT Lender, the percentage of the total ABT Commitments represented by such Lender’s ABT Commitment. If the ABT Commitments have been terminated or expired, the ABT Percentages shall be determined based upon the ABT Commitments most recently in effect, after giving effect to any assignments.

          “Additional Assets” means:

          (a) any property or assets (other than Indebtedness and Capital Stock) to be used by Goodyear or a Restricted Subsidiary;

          (b) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by Goodyear or another Restricted Subsidiary; or

          (c) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

          provided, however, that any such Restricted Subsidiary described in clauses (b) or (c) above is primarily engaged in a Permitted Business.

          “Adjusted Eurocurrency Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for any Eurocurrency Borrowing denominated in US Dollars or Pounds Sterling, or the EURIBO Rate for any Eurocurrency Borrowing denominated in Euros, for such Interest Period divided by (b) 1.00 minus the Statutory Reserves applicable to such Eurocurrency Borrowing.

          “Administrative Agent” means JPMEL, in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity.

          “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

          “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

          “Affiliate Authorization” means each Affiliate Authorization delivered by any Affiliate of a Lender to the Collateral Agent substantially in the form of Exhibit G hereto.

          “Affiliate Transaction” has the meaning set forth in Section 6.05(a).

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“Agents” means the Administrative Agent and the Collateral Agent.

          “Amendment and Restatement Agreement” shall mean the Amendment and Restatement Agreement dated as of the date hereof among the Borrowers, the lenders party thereto and the Administrative Agent.

          “Applicable Assets” means (a) with respect to the European J.V., all the assets and rights of the European J.V. listed on Schedule 1.01(a), (b) with respect to any Grantor organized under the laws of the Federal Republic of Germany, all the assets and rights of such Grantor listed on Schedule 1.01(b), (c) with respect to any Grantor organized under the laws of Luxembourg, all the assets and rights of such Grantor listed on Schedule 1.01(c), (d) with respect to any Grantor organized under the laws of the United Kingdom, all the assets and rights of such Grantor listed on Schedule 1.01(d), and (e) with respect to any Grantor organized under the laws of the Republic of France, all the assets and rights of such Grantor listed on Schedule 1.01(e).

          “Applicable Secured Obligations” means (a) with respect to each Grantor organized under the laws of any jurisdiction other than the Federal Republic of Germany, (i) the ABT Obligations and (ii) the Guarantees of the ABT Obligations by each such Grantor under the Guarantee and Collateral Agreement, and (b) with respect to each Grantor organized under the laws of the Federal Republic of Germany, (i) the Obligations and (ii) the Guarantees by each such Grantor of the Obligations under the Guarantee and Collateral Agreement.

          “Approved Fund” means (a) with respect to any Lender, a CLO managed by such Lender or by an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

          “Arrangers” means J.P. Morgan Securities Inc. and BNP Paribas, as Joint Bookrunners and Mandated Lead Arrangers for the credit facilities established by this Agreement.

          “Asset Disposition” means any sale, lease, transfer or other disposition (or series of sales, leases, transfers or dispositions that are part of a common plan) by Goodyear or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

     (a) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than Goodyear or a Restricted Subsidiary);

     (b) all or substantially all the assets of any division or line of business of Goodyear or any Restricted Subsidiary; or

4

     (c) any other assets of Goodyear or any Restricted Subsidiary outside of the ordinary course of business of Goodyear or such Restricted Subsidiary;

other than, in the case of clauses (a), (b) and (c) above,

     (1) (A) a disposition by a Restricted Subsidiary other than the European J.V. or any Restricted J.V. Subsidiary to Goodyear or by Goodyear or a Restricted Subsidiary other than the European J.V. or any Restricted J.V. Subsidiary to a Restricted Subsidiary or (B) a disposition by a Restricted J.V. Subsidiary to the European J.V. or any Restricted J.V. Subsidiary or by the European J.V. or any Restricted J.V. Subsidiary to the European J.V. or any Restricted J.V. Subsidiary;

     (2) for purposes of Section 6.04 only, a disposition subject to Section 6.02;

     (3) a disposition of assets with a Fair Market Value of less than $10,000,000;

     (4) a sale of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity;

     (5) a transfer of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” (or a fractional undivided interest therein) by a Receivables Entity in a Qualified Receivables Transaction; and

     (6) any Specified Asset Sale.

          “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit D or any other form approved by the Administrative Agent.

          “Attributable Debt” means, with respect to any Sale/Leaseback Transaction that does not result in a Capitalized Lease Obligation, the present value (computed in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of (i) the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) and (ii) the Attributable Debt determined assuming no such termination.

5

          “Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing (a) the sum of the products of the number of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness or scheduled redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by (b) the sum of all such payments.

          “Bank Indebtedness” means all obligations under the U.S. Bank Indebtedness and European Bank Indebtedness.

          ”Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

          “Board” means the Board of Governors of the Federal Reserve System of the United States of America.

          “Board of Directors” means the board of directors of Goodyear or any committee thereof duly authorized to act on behalf of the board of directors of Goodyear.

“Borrowers” means the European J.V., GDTG and Lux Tires.

          “Borrowing” means Loans of the same Class and Type, made, converted or continued on the same date, and as to which a single Interest Period is in effect.

          “Borrowing Minimum” means (a) in the case of a Borrowing denominated in US Dollars, $5,000,000, (b) in the case of a Borrowing denominated in Pounds Sterling, £5,000,000, (c) in the case of a Borrowing denominated in Euros (other than a Swingline Borrowing), €5,000,000, and (d) in the case of a Swingline Borrowing, €500,000.

          “Borrowing Multiple” means (a) in the case of a Borrowing denominated in US Dollars, $1,000,000, (b) in the case of a Borrowing denominated in Pounds Sterling, £1,000,000, (c) in the case of a Borrowing denominated in Euros (other than a Swingline Borrowing), €1,000,000, and (d) in the case of a Swingline Borrowing, €100,000.

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          “Borrowing Request” means a request by any Borrower for a Borrowing in accordance with Section 2.03 in substantially the form of Exhibit A hereto.

          “Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York, Frankfurt, Amsterdam, Luxembourg and (a) in relation to any date for payment or purchase of a currency other than Euros, on which banks are open for business in the principal financial center of the country of that currency, and (b) in relation to any date for payment or purchase of Euros, on which the TARGET payment system is open for the settlement of payments in Euros.

          “CAM Exchange” means the exchange of the Lenders’ interests provided for in Section 7.02.

          “CAM Exchange Date” means the date on which any event referred to in paragraph (h) or (i) of Section 7.01 shall occur in respect of any Borrower.

          “CAM Percentage” means, with respect to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Designated Obligations owed to such Lender (whether or not at the time due and payable) and (b) the denominator shall be the aggregate Designated Obligations owed to all the Lenders (whether or not at the time due and payable).

          “Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP.

          “Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such entity.

          “Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the United States Securities and Exchange Commission thereunder as in effect on the date hereof), of Capital Stock representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of Goodyear, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Goodyear by Persons who were neither (i) directors on the date hereof or nominated by the board of directors of Goodyear nor (ii) appointed by directors so nominated, (c) the failure of Goodyear to own directly or indirectly, beneficially and of record, free and clear of all Liens (other than Permitted Encumbrances), more than 50% of the issued and outstanding Capital Stock of, and to Control, the European J.V., or (d) the failure of Goodyear to own directly or indirectly, beneficially and of record, more than 50% of the issued and outstanding Capital Stock of, and to Control, either GDTG or Lux Tires.

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          “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that for purposes of this definition, (x) the FDIC rule reported at 76 Fed. Reg. 10672 (Feb. 25, 2011) (amending 12 CFR part 327), shall be deemed to have been adopted after the date of this Agreement and (y) with respect to all requests, rules, guidelines or directives adopted or issued pursuant to or in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III, the date of this Agreement shall be deemed to be April 10, 2011; provided further, that no act, event or circumstance referred to in clause (a), (b) or (c) of this definition shall be deemed to have occurred prior to the date of this Agreement as a result of the applicable law, rule, regulation, interpretation, application, request, guideline or directive having been adopted, made or issued under the general authority of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Basel III or any other law or multinational supervisory agreement in effect prior to the date hereof.

          “Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are ABT Loans, German Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is an ABT Commitment or German Commitment.

          “CLO” means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender.

          “Code” means the Internal Revenue Code of 1986, as amended from time to time.

          “Collateral” means all the assets and rights that secure any of the Obligations pursuant to the Security Documents.

          “Collateral Agent” means JPMCB, in its capacity as collateral agent for the Lenders and the other Secured Parties under the Guarantee and Collateral Agreement and the other Security Documents.

          “Commitment” means an ABT Commitment or a German Commitment, or any combination thereof (as the context requires).

          “Consent Assets” has the meaning assigned to such term in the First Lien Guarantee and Collateral Agreement.

          “Consent Subsidiary” means (i) with respect to Goodyear or any US Subsidiary, (a) any Subsidiary listed on Schedule 1.01A and (b) any Subsidiary not on

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Schedule 1.01A or formed or acquired after the Effective Date in respect of which (A) the consent of any Person other than Goodyear or any Wholly Owned Subsidiary of Goodyear is required by applicable law or the terms of any organizational document of such Subsidiary or other agreement of such Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiary to execute the Guarantee and Collateral Agreement as a US Guarantor (as defined under the Guarantee and Collateral Agreement) and perform its obligations thereunder and (B) Goodyear endeavored in good faith to obtain such consents and such consents shall not have been obtained, and (ii) with respect to the European J.V. or a J.V. Subsidiary, any J.V. Subsidiary formed or acquired after the Effective Date in respect of which (A) the consent of any Person other than Goodyear, the European J.V. or any Wholly Owned Subsidiary of Goodyear or the European J.V. is required by applicable law or the terms of any organizational document of such J.V. Subsidiary or other agreement of such J.V. Subsidiary or any Affiliate of such J.V. Subsidiary in order for such J.V. Subsidiary to execute the Guarantee and Collateral Agreement as a European Facilities Guarantor and perform its obligations thereunder, or in order for Capital Stock of such J.V. Subsidiary to be pledged under a Security Agreement, as the case may be, and (B) Goodyear and the European J.V. endeavored in good faith to obtain such consents and such consents shall not have been obtained. Notwithstanding the foregoing, no Subsidiary shall be a Consent Subsidiary at any time that it is a guarantor of, or has provided any collateral to secure, Indebtedness for borrowed money of Goodyear or any Borrower, and any Consent Subsidiary (including a Consent Subsidiary listed on Schedule 1.01A) that at any time ceases to meet the test set forth in clause (A) shall cease to be a Consent Subsidiary. No Subsidiary shall be a Consent Subsidiary if it is a Guarantor or a Grantor under the First Lien Guarantee and Collateral Agreement or the Second Lien Guarantee and Collateral Agreement or a Subsidiary Guarantor under the 2009 Indenture, the 2010 Indenture or the J.V. Notes Indenture.

          “Consolidated Coverage Ratio” as of any date of determination means the ratio of:

     (1) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements have been filed with the SEC to

     (2) Consolidated Interest Expense for such four fiscal quarters;

provided, however, that:

     (A) if Goodyear or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been

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Incurred on the first day of such period and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period,

     (B) if Goodyear or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if Goodyear or such Restricted Subsidiary had not earned the interest income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness,

     (C) if since the beginning of such period Goodyear or any Restricted Subsidiary shall have made any Asset Disposition, the EBITDA for such period shall be reduced by an amount equal to the EBITDA (if positive) directly attributable to the assets that are the subject of such Asset Disposition for such period or increased by an amount equal to the EBITDA (if negative) directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of Goodyear or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to Goodyear and its Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent Goodyear and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale),

     (D) if since the beginning of such period Goodyear or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of an operating unit, division or line of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the

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Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period, and

     (E) if since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into Goodyear or any Restricted Subsidiary since the beginning of such period shall have made any Asset Disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (C) or (D) above if made by Goodyear or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition of assets occurred on the first day of such period.

          For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, Asset Disposition or other Investment, the amount of income, EBITDA or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible Financial Officer of Goodyear and shall comply with the requirements of Rule 11-02 of Regulation S-X, as it may be amended or replaced from time to time, promulgated by the SEC.

          If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term as at the date of determination in excess of 12 months). If any Indebtedness is Incurred or repaid under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation.

          “Consolidated European J.V. EBITDA” means, for any period, the Consolidated J.V. Net Income for such period, minus, to the extent included in calculating such Consolidated J.V. Net Income, foreign exchange currency gains for such period, and plus, without duplication, the following, to the extent deducted in calculating such Consolidated J.V. Net Income:

     (a) income tax expense of the European J.V. and the Consolidated Restricted J.V. Subsidiaries;

(b) Consolidated J.V. Interest Expense;

     (c) depreciation expense of the European J.V. and the Consolidated Restricted J.V. Subsidiaries;

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     (d) amortization expense of the European J.V. and the Consolidated Restricted J.V. Subsidiaries (excluding amortization expense attributable to a prepaid cash item that was paid in a prior period);

     (e) cash restructuring charges relating to the Amiens North restructuring; provided that the aggregate amount of such cash restructuring charges that may be added back in determining Consolidated European J.V. EBITDA pursuant to this clause (e) for all periods reported on during the term of this Agreement shall not exceed €90,000,000;

(f) foreign exchange currency losses for such period; and

     (g) all other noncash charges of the European J.V. and the Consolidated Restricted J.V. Subsidiaries (excluding any such noncash charge to the extent it represents an accrual of or reserve for cash expenditures in any future period) less all noncash items of income of the European J.V. and the Consolidated Restricted J.V. Subsidiaries, in each case for such period (other than normal accruals in the ordinary course of business).

          Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and noncash charges of, a Restricted J.V. Subsidiary shall be added to Consolidated J.V. Net Income to compute Consolidated European J.V. EBITDA only to the extent (and in the same proportion) that the net income of such Restricted J.V. Subsidiary was included in calculating Consolidated J.V. Net Income and only if (A) a corresponding amount would be permitted at the date of determination to be dividended to the European J.V. by such Restricted J.V. Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted J.V. Subsidiary or its shareholders or (B) in the case of any Foreign Restricted J.V. Subsidiary, a corresponding amount of cash is readily procurable by the European J.V. from such Foreign Restricted J.V. Subsidiary (as determined in good faith by a Financial Officer of the European J.V.) pursuant to intercompany loans, repurchases of Capital Stock or otherwise, provided that to the extent cash of such Foreign Restricted J.V. Subsidiary provided the basis for including the net income of such subsidiary in Consolidated J.V. Net Income pursuant to clause (c) of the definition of “Consolidated J.V. Net Income,” such cash shall not be taken into account for the purposes of determining readily procurable cash under this clause (B). Consolidated European J.V. EBITDA for any period of four consecutive fiscal quarters will be determined in Euros based upon the Exchange Rate in effect on the last day of the applicable period.

          “Consolidated Interest Expense” means, for any period, the total interest expense of Goodyear and its Consolidated Restricted Subsidiaries, plus, to the extent Incurred by Goodyear and its Consolidated Restricted Subsidiaries in such period but not included in such interest expense, without duplication:

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     (1) interest expense attributable to Capitalized Lease Obligations and the interest expense attributable to leases constituting part of a Sale/Leaseback Transaction that does not result in a Capitalized Lease Obligation;

     (2) amortization of debt discount and debt issuance costs;

     (3) capitalized interest;

     (4) noncash interest expense;

     (5) commissions, discounts and other fees and charges attributable to letters of credit and bankers’ acceptance financing,

     (6) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) Goodyear or any Restricted Subsidiary and such Indebtedness is in default under its terms or any payment is actually made in respect of such Guarantee;

     (7) net payments made pursuant to Hedging Obligations in respect of interest expense (including amortization of fees);

     (8) dividends paid in cash or Disqualified Stock in respect of (A) all Preferred Stock of Restricted Subsidiaries and (B) all Disqualified Stock of Goodyear, in each case held by Persons other than Goodyear or a Restricted Subsidiary;

     (9) interest Incurred in connection with investments in discontinued operations; and

     (10) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than Goodyear) in connection with Indebtedness Incurred by such plan or trust;

and less, to the extent included in such total interest expense, (A) any breakage costs of Hedging Obligations terminated in connection with the Incurrence of Indebtedness on the 2010 Indenture Closing Date and the application of the net proceeds therefrom and (B) the amortization during such period of capitalized financing costs; provided, however, that for any financing consummated after the 2010 Indenture Closing Date, the aggregate amount of amortization relating to any such capitalized financing costs deducted in calculating Consolidated Interest Expense shall not exceed 5% of the aggregate amount of the financing giving rise to such capitalized financing costs.

          “Consolidated J.V. Interest Expense” means, for any period, the total interest expense of the European J.V. and the Consolidated Restricted J.V. Subsidiaries,

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plus, to the extent Incurred by the European J.V. and the Consolidated Restricted J.V. Subsidiaries in such period but not included in such interest expense, without duplication:

     (1) interest expense attributable to Capitalized Lease Obligations and the interest expense attributable to leases constituting part of a Sale/Leaseback Transaction that does not result in a Capitalized Lease Obligation;

     (2) amortization of debt discount and debt issuance costs;

     (3) capitalized interest;

     (4) noncash interest expense;

     (5) commissions, discounts and other fees and charges attributable to letters of credit and bankers’ acceptance financing,

     (6) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) the European J.V. or any Restricted J.V. Subsidiary and such Indebtedness is in default under its terms or any payment is actually made in respect of such Guarantee;

     (7) net payments made pursuant to Hedging Obligations in respect of interest expense (including amortization of fees);

     (8) dividends paid in cash or Disqualified Stock in respect of (A) all Preferred Stock of Restricted J.V. Subsidiaries and (B) all Disqualified Stock of the European J.V., in each case held by Persons other than the European J.V. or a Restricted J.V. Subsidiary;

     (9) interest Incurred in connection with investments in discontinued operations; and

     (10) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the European J.V.) in connection with Indebtedness Incurred by such plan or trust;

and less, to the extent included in such total interest expense, (A) any breakage costs of Hedging Obligations terminated in connection with the Incurrence of Indebtedness on the 2010 Indenture Closing Date and the application of the net proceeds therefrom and (B) the amortization during such period of capitalized financing costs; provided, however, that for any financing consummated after the 2010 Indenture Closing Date, the aggregate amount of amortization relating to any such capitalized financing costs deducted in calculating Consolidated Interest Expense shall not exceed 5% of the aggregate amount of the financing giving rise to such capitalized financing costs.

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          “Consolidated J.V. Net Income” means, for any period, the net income of the European J.V. and the Consolidated J.V. Subsidiaries for such period; provided, however, that there shall not be included in such Consolidated Net Income:

     (a) any net income of any Person (other than the European J.V.) if such Person is not a Restricted J.V. Subsidiary, except that:

     (1) subject to the limitations contained in clause (d) below, the European J.V.’s equity in the net income of any such Person for such period shall be included in such Consolidated J.V. Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the European J.V. or a Restricted J.V. Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution made to a Restricted J.V. Subsidiary, to the limitations contained in clause (c) below);

     (2) the European J.V.’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated J.V. Net Income to the extent such loss has been funded with cash from the European J.V. or a Restricted J.V. Subsidiary;

     (b) any net income (or loss) of any Person acquired by the European J.V. or a J.V. Subsidiary in a pooling of interests transaction for any period prior to the date of such acquisition;

     (c) any net income of any Restricted J.V. Subsidiary if such Restricted J.V. Subsidiary is subject to restrictions on the payment of dividends or the making of distributions by such Restricted J.V. Subsidiary, directly or indirectly, to the European J.V. (but, in the case of any Foreign Restricted J.V. Subsidiary, only to the extent cash equal to such net income (or a portion thereof) for such period is not readily procurable by the European J.V. from such Foreign Restricted J.V. Subsidiary (with the amount of cash readily procurable from such Foreign Restricted J.V. Subsidiary being determined in good faith by a Financial Officer of the European J.V.) pursuant to intercompany loans, repurchases of Capital Stock or otherwise), except that:

     (1) subject to the limitations contained in clause (d) below, the European J.V.’s equity in the net income of any such Restricted J.V. Subsidiary for such period shall be included in such Consolidated J.V. Net Income up to the aggregate amount of cash actually distributed by such Restricted J.V. Subsidiary during such period to the European J.V. or another Restricted J.V. Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution made to another Restricted J.V. Subsidiary, to the limitation contained in this clause); and

     (2) the net loss of any such Restricted J.V. Subsidiary for such period shall not be excluded in determining such Consolidated J.V. Net Income;

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     (d) any gain (or loss) realized upon the sale or other disposition of any asset of the European J.V. or the Consolidated J.V. Subsidiaries (including pursuant to any Sale/Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person;

(e) any extraordinary gain or loss; and

(f) the cumulative effect of a change in accounting principles.

          “Consolidated Net Income” means, for any period, the net income of Goodyear and its Consolidated Subsidiaries for such period; provided, however, that there shall not be included in such Consolidated Net Income:

     (a) any net income of any Person (other than Goodyear) if such Person is not a Restricted Subsidiary, except that:

     (1) subject to the limitations contained in clause (d) below, Goodyear’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to Goodyear or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution made to a Restricted Subsidiary, to the limitations contained in clause (c) below);

     (2) Goodyear’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from Goodyear or a Restricted Subsidiary;

     (b) any net income (or loss) of any Person acquired by Goodyear or a Subsidiary of Goodyear in a pooling of interests transaction for any period prior to the date of such acquisition;

     (c) any net income of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to Goodyear (but, in the case of any Foreign Restricted Subsidiary, only to the extent cash equal to such net income (or a portion thereof) for such period is not readily procurable by Goodyear from such Foreign Restricted Subsidiary (with the amount of cash readily procurable from such Foreign Restricted Subsidiary being determined in good faith by a Financial Officer of Goodyear) pursuant to intercompany loans, repurchases of Capital Stock or otherwise), except that:

     (1) subject to the limitations contained in clause (d) below, Goodyear’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Restricted

16

Subsidiary during such period to Goodyear or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution made to another Restricted Subsidiary, to the limitation contained in this clause); and

     (2) the net loss of any such Restricted Subsidiary for such period shall not be excluded in determining such Consolidated Net Income;

     (d) any gain (or loss) realized upon the sale or other disposition of any asset of Goodyear or its Consolidated Subsidiaries (including pursuant to any Sale/Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person;

(e) any extraordinary gain or loss;

(f) [intentionally omitted]; and

(g) the cumulative effect of a change in accounting principles.

Notwithstanding the foregoing, for the purpose of Section 6.02 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to Goodyear or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under Section 6.02(a)(3)(iv).

          “Consolidated Net J.V. Indebtedness” means, at any date, (a) the sum for the European J.V. and its Consolidated Subsidiaries at such date, without duplication, of (i) all Indebtedness (other than obligations in respect of Swap Agreements) that is included on the European J.V.’s consolidated balance sheet, (ii) all Capitalized Lease Obligations, (iii) all synthetic lease financings and (iv) all Qualified Receivables Transactions, minus (b) the Cash Amount, all determined in accordance with GAAP. For purposes of computing Consolidated Net J.V. Indebtedness, (A) the amount of any synthetic lease financing shall equal the amount that would be capitalized in respect of such lease if it were a Capitalized Lease Obligation, (B) Indebtedness owing by the European J.V. or any of its Consolidated Subsidiaries to Goodyear or any of its Consolidated Subsidiaries shall be disregarded, and (C) the “Cash Amount” shall mean the sum of (i) the aggregate amount of cash and Temporary Cash Investments in excess of $100,000,000 held at such time by the European J.V. and its Consolidated Subsidiaries, (ii) the aggregate amount of cash and Temporary Cash Investments in excess of $150,000,000 held at such time by Goodyear and its Consolidated Subsidiaries that are US Subsidiaries and (iii) if at such date the requirements of Section 6.09 of the First Lien Agreement do not apply and the conditions to borrowing under the First Lien Agreement are met, the amount equal to the difference between (1) the lesser of (x) the Borrowing Base (as defined in the First Lien Agreement) and (y) the aggregate amount of the Commitments (as

17

defined in the First Lien Agreement) in effect at such time under the First Lien Agreement minus (2) the aggregate amount of the Credit Exposures (as defined in the First Lien Agreement) at such time. For purposes of Section 6.09, Consolidated Net J.V. Indebtedness will be determined in Euros based upon the Exchange Rate in effect on the last day of the applicable period.

          “Consolidated Revenue” means, for any period, the revenues for such period, determined in accordance with GAAP, of Goodyear and the Subsidiaries the accounts of which would be consolidated with those of Goodyear in Goodyear’s consolidated financial statements in accordance with GAAP.

          “Consolidated Total Assets” means, at any date, the total assets, determined in accordance with GAAP, of Goodyear and the Subsidiaries the accounts of which would be consolidated with those of Goodyear in Goodyear’s consolidated financial statements in accordance with GAAP.

          “Consolidation” means, in the case of Goodyear, unless the context otherwise requires, the consolidation of (1) in the case of Goodyear, the accounts of each of the Restricted Subsidiaries with those of Goodyear and (2) in the case of a Restricted Subsidiary, the accounts of each Subsidiary of such Restricted Subsidiary that is a Restricted Subsidiary with those of such Restricted Subsidiary, in each case in accordance with GAAP consistently applied; provided, however, that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of Goodyear or any Restricted Subsidiary in an Unrestricted Subsidiary will be accounted for as an investment. “Consolidation” means, in the case of the European J.V., unless the context otherwise requires, the consolidation of (1) in the case of the European J.V., the accounts of each of the Restricted J.V. Subsidiaries with those of the European J.V. and (2) in the case of a Restricted J.V. Subsidiary, the accounts of each Subsidiary of such Restricted J.V. Subsidiary that is a Restricted J.V. Subsidiary with those of such Restricted J.V. Subsidiary, in each case in accordance with GAAP consistently applied; provided, however, that “Consolidation” will not include consolidation of the accounts of any J.V. Subsidiary that is an Unrestricted Subsidiary, but the interest of the European J.V. or any Restricted J.V. Subsidiary in any such Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

          “Continuation Request” means a request by any Borrower to continue a Revolving Borrowing in accordance with Section 2.07 in substantially the form of Exhibit B hereto.

          “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

          “Credit Documents” means this Agreement, the Amendment and Restatement Agreement, the Issuing Bank Agreements, any letter of credit applications

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referred to in Section 2.04(a) or (b), any promissory notes delivered pursuant to Section 2.09(e) and the Security Documents.

          “Credit Facilities Agreements” means the First Lien Agreement, the Second Lien Agreement and the European Facilities Agreement.

          “Credit Parties” means the J.V. Loan Parties, Goodyear and the US Subsidiary Guarantors.

          “Currency Agreement” means with respect to any Person any foreign exchange contract, currency swap agreement or other similar agreement or arrangement to which such Person is a party or of which it is a beneficiary.

          “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

          “Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any DL Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified Goodyear or any Borrower or any DL Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied), (c) has failed, within three Business Days after request by a DL Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such DL Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.

          “Designated Noncash Consideration” means noncash consideration received by Goodyear or one of its Restricted Subsidiaries in connection with an Asset Disposition that is designated by Goodyear as Designated Noncash Consideration, less the amount of cash or cash equivalents received in connection with a subsequent sale of such Designated Noncash Consideration, which cash and cash equivalents shall be considered Net Available Cash received as of such date and shall be applied pursuant to Section 6.04.

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          “Designated Obligations” means (a) with respect to ABT Loans, the Euro Equivalent of all ABT Obligations of the Credit Parties in respect of (i) the principal of and interest on the ABT Loans and (ii) commitment fees in respect of unused ABT Commitments described in Section 2.12(a), in each case regardless of whether then due and payable, (b) with respect to LC Exposures, (i) the Euro Equivalent of the participations of the Lenders in the Letters of Credit and (ii) the Euro Equivalent of all ABT Obligations of the Credit Parties in respect of (A) the principal of and interest on unreimbursed LC Disbursements and (B) participation fees in respect of Letters of Credit described in Section 2.12(b), in each case regardless of whether then due and payable, (c) with respect to Swingline Exposures, (i) the ABT Obligations of the Credit Parties to the Swingline Lender in respect of interest on the Swingline Loans accrued prior to the acquisition of participations in the Swingline Loans pursuant to Section 7.02 and (ii) the participations of the Lenders in the principal of and interest on the Swingline Loans, and (d) with respect to German Loans, the Euro Equivalent of all German Obligations of the Credit Parties in respect of (i) the principal of and interest on the German Loans, and (ii) commitment fees in respect of unused German Commitments described in Section 2.12(a), in each case regardless of whether then due and payable.

          “Disclosure Documents” means reports of Goodyear on Forms 10-K, 10-Q and 8-K, and any amendments thereto, that shall have been (i) filed with the SEC on or prior to April 15, 2011, or (ii) filed with the Securities and Exchange Commission after such date and prior to the Effective Date and delivered to the Administrative Agent prior to the date hereof.

          “Disclosure Letter” means the letter to the Lenders, JPMCB and JPMEL from Goodyear and the European J.V. dated the Effective Date which identifies itself as the Disclosure Letter.

          “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event:

     (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

     (b) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock convertible or exchangeable solely at the option of Goodyear or a Restricted Subsidiary; provided, however, that any such conversion or exchange shall be deemed an Incurrence of Indebtedness or Disqualified Stock, as applicable); or

(c) is redeemable at the option of the holder thereof, in whole or in part;

in the case of each of clauses (a), (b) and (c), on or prior to 180 days after the Maturity Date; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or

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“change of control” occurring prior to the first anniversary of the Maturity Date shall not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable in any material respect to the holders of such Capital Stock than the provisions of Section 4.06 and Section 4.08 of the 2009 Indenture or the 2010 Indenture; provided further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of Goodyear or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Goodyear in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to this Agreement; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

          “DL Party” means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.

          “EBITDA” means, for any period, the Consolidated Net Income for such period, plus, without duplication, the following, to the extent deducted in calculating such Consolidated Net Income:

     (a) income tax expense of Goodyear and its Consolidated Restricted Subsidiaries;

     (b) Consolidated Interest Expense;

     (c) depreciation expense of Goodyear and its Consolidated Restricted Subsidiaries;

     (d) amortization expense of Goodyear and its Consolidated Restricted Subsidiaries (excluding amortization expense attributable to a prepaid cash item that was paid in a prior period);

(e) [intentionally omitted]; and

     (f) all other noncash charges of Goodyear and its Consolidated Restricted Subsidiaries (excluding any such noncash charge to the extent it represents an accrual of or reserve for cash expenditures in any future period) less all noncash items of income of Goodyear and its Restricted Subsidiaries in each case for such period (other than normal accruals in the ordinary course of business).

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Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and noncash charges of, a Restricted Subsidiary of Goodyear shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if (A) a corresponding amount would be permitted at the date of determination to be dividended to Goodyear by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its shareholders or (B) in the case of any Foreign Restricted Subsidiary, a corresponding amount of cash is readily procurable by Goodyear from such Foreign Restricted Subsidiary (as determined in good faith by a Financial Officer of Goodyear) pursuant to intercompany loans, repurchases of Capital Stock or otherwise, provided that to the extent cash of such Foreign Restricted Subsidiary provided the basis for including the net income of such Foreign Subsidiary in Consolidated Net Income pursuant to clause (c) of the definition of “Consolidated Net Income,” such cash shall not be taken into account for the purposes of determining readily procurable cash under this clause (B).

          “Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

          “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the presence, the management or release of, or exposure to, any Hazardous Materials or to health and safety matters.

          “Environmental Liability” means all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

          “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with Goodyear or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

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          “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to any Plan (other than an event for which the 30 day notice period is waived or an event described in Section 4043.33 of Title 29 of the Code of Federal Regulations); (b) any failure by any Plan to satisfy the minimum funding standards (as defined in Section 412 of the Code or Section 302 of ERISA) applicable to such Plan as to which a waiver has not been obtained; (c) the incurrence by Goodyear, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (d) the treatment of a Plan amendment as a termination under Section 4041 of ERISA; (e) any event or condition, other than the Transactions, that would be materially likely to result in the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan under Section 4042 of ERISA; (f) the receipt by Goodyear, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice of an intention to terminate any Plan or to appoint a trustee to administer any Plan; (g) the incurrence by Goodyear, any Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (h) the receipt by Goodyear, any Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Goodyear, any Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

          “EURIBO Rate” means, with respect to any Eurocurrency Borrowing denominated in Euros for any Interest Period, the rate appearing on the Reuters “EURIBOR 01” screen displaying the EURIBOR Rate (or any successor or substitute screen provided by Reuters, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such screen, as determined by the Administrative Agent in consultation with the Borrowers from time to time for purposes of providing quotations of interest rates applicable to deposits in Euro in the European interbank market) at approximately 11:00 a.m., Brussels time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in Euros with a maturity comparable to such Interest Period; provided that in the event that such rate is not available at such time for any reason with respect to such Eurocurrency Borrowing, then the “EURIBO Rate” with respect to such Eurocurrency Borrowing for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which deposits of €5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

          “Euro” or “€” means the lawful currency of the member states of the European Union that have adopted a single currency in accordance with applicable law or treaty.

          “Euro Equivalent” means, on any date of determination, (a) with respect to any amount in Euros, such amount, and (b) with respect to any amount in US Dollars or Pounds Sterling, the equivalent in Euros of such amount, determined by the

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Administrative Agent using the Exchange Rate or the LC Exchange Rate, as applicable, with respect to US Dollars or Pounds Sterling, as the case may be, in effect for such amount on such date. The Euro Equivalent at any time of the amount of any Letter of Credit, LC Disbursement or Loan denominated in US Dollars or Pounds Sterling shall be the amount most recently determined as provided in Section 1.05(b).

          “Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted Eurocurrency Rate.

          “European Bank Indebtedness” means any and all amounts payable under or in respect of the European Facilities Agreement and any Refinancing Indebtedness with respect thereto or with respect to such Refinancing Indebtedness, as amended from time to time, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Goodyear, whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations and all other amounts payable thereunder or in respect thereof.

          “European Facilities Agreement” means this Amended and Restated Revolving Credit Agreement dated as of the date hereof, among the European J.V., the other borrowers thereunder, certain lenders, certain issuing banks, J.P. Morgan Europe Limited, as administrative agent, and JPMCB, as collateral agent, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), refinanced, restructured or otherwise modified from time to time.

          “European J.V.” means Goodyear Dunlop Tires Europe B.V., a corporation organized under the laws of The Netherlands.

“Event of Default” has the meaning assigned to such term in Section 7.01.

          “Exchange Rate” means, on any day, with respect to US Dollars, Pounds Sterling or any other currency in relation to Euros, the rate at which such currency may be exchanged into Euros, as set forth at approximately 12:00 noon, London time, on such day on the Reuters World Currency Page for US Dollars, Pounds Sterling or such other currency, as applicable. In the event that any such rate does not appear on the applicable Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the European J.V. or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent, at or about 11:00 a.m., London time, on such date for the purchase of Euros for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the European J.V., may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

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          “Excluded Subsidiary” means any Subsidiary with only nominal assets and no operations. No Subsidiary shall be an Excluded Subsidiary if it is a Guarantor or a Grantor under the First Lien Guarantee and Collateral Agreement or the Second Lien Guarantee and Collateral Agreement or a Subsidiary Guarantor under the 2009 Indenture, the 2010 Indenture or the J.V. Notes Indenture.

          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes or any similar tax imposed by any jurisdiction described in clause (a) above and (c) (i) any withholding tax that is imposed by the United States on amounts payable to a Foreign Lender (other than an assignee pursuant to Section 7.02 or an assignee pursuant to a request by the European J.V. under Section 2.19(b)) at the time such Foreign Lender first becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from such Borrower with respect to such withholding tax pursuant to Section 2.17(a) or (ii) any withholding tax that is imposed by the United States or any jurisdiction in which a Borrower is located on amounts payable to a Lender that is attributable to such Lender’s failure to comply with Section 2.17(f) or Section 2.17(g).

          “Existing Credit Agreement” means the Amended and Restated Revolving Credit Agreement dated as of April 20, 2007, as amended, among Goodyear, the European J.V., GDTG, Lux Tires, the lenders party thereto, J.P. Morgan Europe Limited, as administrative agent for the Lenders, and JPMorgan Chase Bank, N.A., as collateral agent for the Lenders, as in effect immediately prior to the effectiveness of Transactions to occur on the Effective Date and prior to its amendment and restatement in the form hereof.

          “Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction, as such price is, unless specified otherwise in this Agreement, determined in good faith by a Financial Officer of Goodyear or by the Board of Directors.

          “Farm Tires Sale” means the sale of the farm tires business of the European J.V. and the J.V. Subsidiaries, as described in Goodyear’s Form 10-K for the fiscal year ended December 31, 2010.

          “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement and any regulations or official interpretations thereof.

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          “Financial Officer” means the chief financial officer, principal accounting officer, treasurer or any assistant treasurer of Goodyear, or any senior vice president or higher ranking executive to whom any of the foregoing report.

          “First Lien Agreement” means the Amended and Restated First Lien Credit Agreement dated as of April 20, 2007, among Goodyear, certain lenders, certain issuing banks, Citicorp USA, Inc., as syndication agent, and JPMCB, as administrative agent, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), refinanced, restructured or otherwise modified from time to time (except to the extent that any such amendment, restatement, supplement, waiver, replacement, refinancing, restructuring or other modification thereto would be prohibited by the terms of this Agreement, unless otherwise agreed to by the Majority Lenders).

          “First Lien Guarantee and Collateral Agreement” means the Guarantee and Collateral Agreement among Goodyear, the Subsidiary Guarantors thereunder, the Grantors thereunder, certain other Subsidiaries and JPMCB, as collateral agent under the First Lien Agreement, dated as of April 8, 2005, as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein).

          “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than the United States or any political subdivision thereof.

          “Foreign Restricted J.V. Subsidiary” means any Restricted J.V. Subsidiary that is not organized under the law of The Netherlands.

          “Foreign Restricted Subsidiary” means any Restricted Subsidiary that is not organized under the laws of the United States or any State thereof or the District of Columbia, other than Goodyear Canada.

          “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.

          “GAAP” means generally accepted accounting principles in the United States or, when reference is made to financial statements of a Person organized under the laws of a jurisdiction outside of the United States, generally accepted accounting principles in such jurisdiction, except that all determinations made under Section 6.09 shall be made in accordance with generally accepted accounting principles in the United States.

          “GDTG” means Goodyear Dunlop Tires Germany GmbH, a company organized under the laws of the Federal Republic of Germany.

          “German Availability Period” means the period from and including the Effective Date to but excluding the earlier of (a) the Maturity Date and (b) the date of termination of all German Commitments.

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          “German Borrower” means GDTG.

          “German Commitment” means, with respect to each German Lender, the commitment of such Lender to make German Loans hereunder, expressed as an amount representing the maximum permitted aggregate amount of such Lender’s German Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each German Lender’s German Commitment as of the Effective Date is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its German Commitment, as applicable. The initial aggregate amount of the German Lenders’ German Commitments is €100,000,000.

          “German Credit Exposure” means, with respect to any German Lender at any time, the sum of the Euro Equivalents of such Lender’s German Loans at such time.

          “German Lender” means a Lender with a German Commitment or, if the German Commitments have terminated or expired, a Lender with German Credit Exposure.

          “German Loan” means a Loan made pursuant to clause (b) of Section 2.01.

          “German Obligations” means (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the German Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations of the Credit Parties to any of the Secured Parties (including the Collateral Agent under Section 9.15) under this Agreement and each of the other Credit Documents, 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), save in each case insofar as the same relate to, or to any Guarantee of, the ABT Loans or any amount payable in respect thereof, (b) the due and punctual performance of all other nonmonetary obligations of the Credit Parties to any of the Secured Parties under this Agreement and the other Credit Documents (other than the performance of obligations in respect of, or under any Guarantee in respect of, the ABT Loans or any amount payable in respect thereof), (c) the due and punctual payment and performance of all obligations of any J.V. Subsidiary organized under the laws of the Federal Republic of Germany under each Swap Agreement that shall at any time have been specified in a written notice to the Administrative Agent from the European J.V. as being included in the German Obligations if such Swap Agreement (i) shall have been in effect on the Effective Date with a counterparty that shall have been a Lender or an Affiliate of a Lender immediately prior to the effectiveness of the amendment and restatement hereof as of the Effective Date or (ii) shall have been entered into after the Effective Date with any counterparty

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that shall have been a Lender or an Affiliate of a Lender at the time such Swap Agreement was entered into and (d) the due and punctual payment and performance of all obligations of any J.V. Subsidiary organized under the laws of the Federal Republic of Germany arising out of or in connection with cash management or similar services that shall at any time have been designated in a written notice to the Administrative Agent from the European J.V. as being included in the German Obligations and that are provided by a Person that shall have been a Lender or an Affiliate of a Lender at the time of such designation; provided that any amount or obligation that is an ABT Obligation shall not be a German Obligation.

          “German Percentage” means, with respect to any German Lender, the percentage of the total German Commitments represented by such Lender’s German Commitment. If the German Commitments have been terminated or expired, the German Percentages shall be determined based upon the German Commitments most recently in effect, after giving effect to any assignments.

“GmbH” has the meaning set forth in Section 5.08(c).

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

          “Goodyear Canada” means Goodyear Canada Inc., an Ontario corporation, and its successors and permitted assigns.

          “Governmental Authority” means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          “Grantors” means the European J.V. and each J.V. Subsidiary that is, or is required pursuant to Section 5.08 to become, a Grantor (as defined in the Guarantee and Collateral Agreement).

          “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

     (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or

     (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

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provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.

          “Guarantee and Collateral Agreement” means the Master Guarantee and Collateral Agreement among Goodyear, the Subsidiary Guarantors, the Grantors, certain other Subsidiaries, the Lenders and the Collateral Agent, dated as of April 8, 2005, as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein).

          “Hazardous Materials” means (a) petroleum products and byproducts, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radon gas, chlorofluorocarbons and all other ozone-depleting substances; and (b) any pollutant or contaminant or any hazardous, toxic, radioactive or otherwise regulated chemical, material, substance or waste that is prohibited, limited or regulated pursuant to any applicable Environmental Law.

          “Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or raw materials hedge agreement.

          “Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. The accretion of principal of a non-interest bearing or other discount security shall not be deemed the Incurrence of Indebtedness.

          “Indebtedness” means, with respect to any Person on any date of determination, without duplication:

     (1) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;

     (2) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

     (3) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bank guarantee, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit, bank guarantees, Trade Acceptances or similar credit transactions securing obligations (other than obligations described in clauses (1), (2) and (5)) entered into in the ordinary course of business of such Person to the extent such letters of credit, bank guarantees, Trade Acceptances or similar credit transactions are not drawn upon or, if and to the extent

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drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, bank guarantee, Trade Acceptance or similar credit transaction);

     (4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services (except Trade Payables), which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services;

     (5) all Capitalized Lease Obligations and all Attributable Debt of such Person;

     (6) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued and unpaid dividends);

     (7) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of Indebtedness of such Person shall be the lesser of:

     (A) the Fair Market Value of such asset at such date of determination and

     (B) the amount of such Indebtedness of such other Persons;

     (8) Hedging Obligations of such Person; and

     (9) all obligations of the type referred to in clauses (1) through (8) of other Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee.

          Notwithstanding the foregoing, in connection with the purchase by Goodyear or any Restricted Subsidiary of any business, the term “Indebtedness” shall exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.

          The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time.

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“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning set forth in Section 9.03.

“Information” has the meaning set forth in Section 9.12.

          “Intellectual Property” has the meaning set forth in the Guarantee and Collateral Agreement.

          “Intercompany Items” means obligations owed by Goodyear or any Subsidiary to Goodyear or any other Subsidiary.

          “Interest Payment Date” means (a) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (b) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

          “Interest Period” means, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter or ending on the same day of the week that is one or two weeks thereafter, as any Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Borrowing, thereafter shall be the effective date of the most recent continuation of such Borrowing.

          “Interest Rate Agreement” means, with respect to any Person, any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement to which such Person is a party or of which it is a beneficiary.

          “Investment” in any Person means any direct or indirect advance, loan or other extension of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person. For purposes of the definition of “Unrestricted Subsidiary” and Section 6.02:

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     (1) “Investment” shall include the portion (proportionate to Goodyear’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of Goodyear at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Goodyear shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

     (A) Goodyear’s “Investment” in such Subsidiary at the time of such redesignation less

     (B) the portion (proportionate to Goodyear’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

     (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.

          In the event that Goodyear sells Capital Stock of a Restricted Subsidiary such that after giving effect to such sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary, any Investment in such Person remaining after giving effect to such sale shall be deemed to constitute an Investment made on the date of such sale of Capital Stock.

          “Issuing Bank” shall mean JPMCB, BNP Paribas, and each other financial institution that has entered into an Issuing Bank Agreement, each in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.04(i). Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.

          “Issuing Bank Agreement” means the issuing bank agreements entered into by JPMCB and BNP Paribas in connection with the Existing Credit Agreement (each of which agreements shall continue in respect of this Agreement) and each other agreement in form reasonably satisfactory to the European J.V., the Administrative Agent and a financial institution pursuant to which such financial institution agrees to act as an Issuing Bank hereunder.

“JPMCB” means JPMorgan Chase Bank, N.A., and its successors.

“JPMEL” means J.P. Morgan Europe Limited, and its successors.

          “J.V. Equity Proceeds” means Net Cash Proceeds from issuances or sales of Capital Stock (other than to directors, officers or employees of the European J.V. or any J.V. Subsidiary in connection with compensation or incentive arrangements) of the European J.V. after the Effective Date.

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          “J.V. Loan Parties” means the European J.V. and the Subsidiary Guarantors.

          “J.V. Notes” means up to €250,000,000 aggregate principal amount of senior unsecured notes of the European J.V. issued on the Effective Date under the J.V. Notes Indenture.

          “J.V. Notes Indenture” means the Indenture dated as of April 20, 2011, among Goodyear, the European J.V., certain Subsidiaries and Deutsche Trustee Company Limited, as Trustee, Deutsche Bank Luxembourg S.A., as registrar, Deutsche Bank AG, London Branch, as principal paying agent and transfer agent, and The Bank of New York Mellon (Luxembourg), S.A., as Luxembourg paying agent and transfer agent.

“J.V. Subsidiary” means any subsidiary of the European J.V.

“KG” has the meaning set forth in Section 5.08(c).

          “LC Commitment” means, as to any Issuing Bank, the maximum permitted amount of the LC Exposure that may be attributable to Letters of Credit issued by such Issuing Bank, as set forth in such Issuing Bank’s Issuing Bank Agreement.

          “LC Disbursement” shall mean a payment made by an Issuing Bank in respect of a Letter of Credit. The amount of any LC Disbursement made by an Issuing Bank in US Dollars or Pounds Sterling and not reimbursed by the applicable Borrower shall be determined as set forth in paragraph (e) or (l) of Section 2.04, as applicable.

          “LC Exchange Rate” means, on any day, with respect to Euros in relation to US Dollars or Pounds Sterling, the rate at which Euros may be exchanged into such currency, as set forth at approximately 12:00 noon, New York City time, on such day on the applicable Reuters World Currency Page. In the event that any such rate does not appear on the applicable Reuters World Currency Page, the LC Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the European J.V. or, in the absence of such agreement, such LC Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent, at or about 11:00 a.m., London time, on such date for the purchase of US Dollars or Pounds Sterling, as the case may be, with Euros for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the European J.V., may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

          “LC Exposure” means, at any time, the sum of (a) the aggregate of the Euro Equivalents of the undrawn amounts of all outstanding Letters of Credit and (b) the aggregate of the Euro Equivalents of the amounts of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any ABT Lender at any time shall be such Lender’s ABT Percentage of the aggregate LC Exposure.

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          “LC Participation Calculation Date” means, with respect to any LC Disbursement made in a currency other than Euros, (a) the date on which the Issuing Bank shall advise the Administrative Agent that it purchased with Euros the currency used to make such LC Disbursement, or (b) if the Issuing Bank shall not advise the Administrative Agent that it made such a purchase, the date on which such LC Disbursement is made.

          “Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

          “Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lender” includes the Swingline Lender.

          “Letter of Credit” shall mean any letter of credit issued pursuant to this Agreement.

          “LIBO Rate” means, with respect to any Eurocurrency Borrowing denominated in US Dollars or in Pounds Sterling for any Interest Period, the rate determined by the Administrative Agent at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, by reference to British Bankers’ Association Interest Settlement Rates for deposits in the applicable currency (as reflected on the applicable Reuters screen) for a period equal to such Interest Period. In the event that such rate is not available at such time for any reason with respect to any such Eurocurrency Borrowing, then the “LIBO Rate” with respect to such Eurocurrency Borrowing for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which deposits of US$5,000,000 or £5,000,000, as the case may be, and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

          “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, French delegation of claims, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

          “Lien Subordination and Intercreditor Agreement” means the Lien Subordination and Intercreditor Agreement dated as of March 12, 2004, among the Collateral Agent, Wilmington Trust Company, Goodyear and the US Subsidiary Guarantors or any agreement containing substantially the same terms thereof, with any changes approved by the Administrative Agent.

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          “Loans” means (a) the loans made by the Lenders to any Borrower pursuant to this Agreement and (b) Swingline Loans.

          “Lux Tires” means Goodyear Dunlop Tires Operations S.A., a société anonyme organized under the laws of Luxembourg.

          “Majority Lenders” means, at any time, Lenders having aggregate Revolving Credit Exposures and unused Commitments representing at least a majority of the sum of the total Revolving Credit Exposures and unused Commitments at such time.

          “Master Assignment Agreement” shall mean the Master Assignment and Acceptance dated as of the date hereof among the Borrowers, the lenders party thereto and JPMCB.

          “Material Adverse Change” means a material adverse change in or effect on (a) the business, operations, properties, assets or financial condition (including as a result of the effects of any contingent liabilities thereon) of Goodyear and the Subsidiaries, taken as a whole, (b) the ability of the Credit Parties, taken as a whole, to perform obligations under this Agreement and the other Credit Documents that are material to the rights or interests of the Lenders or (c) the rights of or benefits available to the Lenders or the Issuing Banks under this Agreement and the other Credit Documents that are material to the interests of the Lenders or the Issuing Banks.

          “Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of Goodyear and the Subsidiaries in an aggregate principal amount exceeding $100,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Goodyear or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Goodyear or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time, calculated in accordance with the terms of such Swap Agreement.

          “Material Subsidiary” means, at any time, each Subsidiary other than Subsidiaries that do not represent more than 5% for any such individual Subsidiary, or more than 10% in the aggregate for all such Subsidiaries, of either (a) Consolidated Total Assets or (b) Consolidated Revenue for the period of four fiscal quarters most recently ended.

“Maturity Date” means April 20, 2016.

          “Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

          “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“NAIC” means the National Association of Insurance Commissioners.

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          “Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, in each case only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other noncash form) therefrom, in each case net of:

     (1) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP, as a consequence of such Asset Disposition;

     (2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition;

     (3) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition; and

     (4) appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed of in such Asset Disposition and retained by Goodyear or any Restricted Subsidiary after such Asset Disposition (but only for so long as such reserve is maintained).

          “Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock, the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

          “Net Intercompany Items” means, in the case of any Subsidiary, (a) the aggregate amount of the Intercompany Items owed by Goodyear or any other Subsidiary to such Subsidiary minus (b) the aggregate amount of the Intercompany Items owed by such Subsidiary to Goodyear or any other Subsidiary.

“Obligations” means the ABT Obligations and the German Obligations.

          “Other Taxes” means any and all present or future stamp, documentary, excise, recording, transfer, sales, property or similar taxes, charges or levies arising from

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any payment made under any Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Credit Document.

“Participant” has the meaning assigned to such term in Section 9.04.

          “Participant Register” has the meaning assigned to such term in Section 9.04.

          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

          “Permitted Business” means any business engaged in by Goodyear or any Restricted Subsidiary on the Effective Date and any Related Business.

“Permitted Encumbrances” means:

     (a) (i) Liens imposed by law for taxes that are not yet due or are being contested and (ii) deemed trusts and Liens to which the Priority Payables Reserve relates for taxes, assessments or other charges or levies that are not yet due and payable;

     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days (or any longer grace period available under the terms of the applicable underlying obligation) or are being contested;

     (c) Liens created and pledges and deposits made (including cash deposits to secure obligations in respect of letters of credit provided) in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

     (d) Liens created and deposits made to secure the performance of bids, trade contracts, leases, statutory obligations, appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business, and Liens created and deposits made prior to March 31, 2003, in the ordinary course of business to secure the performance of surety bonds;

(e) judgment liens;

     (f) supplier’s liens in inventory, other assets supplied or accounts receivable that result from retention of title or extended retention of title arrangements arising in connection with purchases of goods in the ordinary course of business; and

     (g) easements, zoning restrictions, rights-of-way and similar encumbrances on real property and other Liens incidental to the conduct of business or ownership of property that arise automatically by operation of law or

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arise in the ordinary course of business and that do not materially detract from the value of the property of Goodyear and the Subsidiaries or of the Collateral, in each case taken as a whole, or materially interfere with the ordinary conduct of business of Goodyear and the Subsidiaries, taken as a whole, or otherwise adversely affect in any material respect the rights or interests of the Lenders;

provided that (except as provided in clause (d) above) the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness for borrowed money.

          “Permitted Investment” means an Investment by Goodyear or any Restricted Subsidiary (other than the European J.V. or any J.V. Subsidiary) in:

     (1) Goodyear, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary;

     (2) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, Goodyear or a Restricted Subsidiary;

     (3) Temporary Cash Investments;

     (4) receivables owing to Goodyear or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as Goodyear or any such Restricted Subsidiary deems reasonable under the circumstances;

     (5) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

     (6) loans or advances to employees made in the ordinary course of business of Goodyear or such Restricted Subsidiary;

     (7) stock, obligations or securities received in settlement of disputes with customers or suppliers or debts (including pursuant to any plan of reorganization or similar arrangement upon insolvency of a debtor) created in the ordinary course of business and owing to Goodyear or any Restricted Subsidiary or in satisfaction of judgments;

     (8) any Person to the extent such Investment represents the non cash portion of the consideration received for an Asset Disposition that was made pursuant to and in compliance with Section 6.04;

     (9) a Receivables Entity or any Investment by a Receivables Entity in any other Person in connection with a Qualified Receivables Transaction,

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including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Transaction or any related Indebtedness; provided, however, that any Investment in a Receivables Entity is in the form of a Purchase Money Note, contribution of additional receivables or an equity interest;

     (10) any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by Goodyear or any Restricted Subsidiary;

     (11) any Person to the extent such Investments consist of Hedging Obligations otherwise permitted under Section 6.01;

     (12) any Person to the extent such Investment in such Person existed on the Effective Date and any Investment that replaces, refinances or refunds such an Investment, provided that the new Investment is in an amount that does not exceed that amount replaced, refinanced or refunded and is made in the same Person as the Investment replaced, refinanced or refunded;

     (13) advances to, and Guarantees for the benefit of, customers, dealers or suppliers made in the ordinary course of business and consistent with past practice; and

     (14) any Person to the extent such Investment, when taken together with all other Investments made pursuant to this clause (14) and then outstanding on the date such Investment is made, does not exceed the greater of (A) the sum of (i) $500,000,000 and (ii) any amounts under Section 6.02(a)(3)(iv)(x) that were excluded by operation of the proviso in Section 6.02(a)(3)(iv) and which excluded amounts are not otherwise included in Consolidated Net Income or intended to be permitted under any of clauses (1) through (13) of this definition and (B) 5.0% of Consolidated assets of Goodyear as of the end of the most recent fiscal quarter for which financial statements of Goodyear have been filed with the SEC.

          “Permitted J.V. Investment” means an Investment by the European J.V. or a Restricted J.V. Subsidiary in:

     (1) the European J.V., a Restricted J.V. Subsidiary or a Person that will, upon the making of such Investment, become a Restricted J.V. Subsidiary;

     (2) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the European J.V. or a Restricted J.V. Subsidiary;

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     (3) Temporary Cash Investments;

     (4) any Investment in Goodyear or any Subsidiary in the form of a transfer of assets used in or directly relating to any manufacturing process (but excluding any cash or financial asset) from a jurisdiction having higher manufacturing costs to a jurisdiction having lower manufacturing costs; provided that after giving effect to any such transfer or related series of transfers of assets having an aggregate book value in excess of $5,000,000, the aggregate book value of all assets subject to all such transfers involving assets having an aggregate book value in excess of $5,000,000 after the Effective Date, shall not exceed $100,000,000;

     (5) the acquisition of any Capital Stock; provided that the aggregate consideration paid on or after the Effective Date by the European J.V. and the Restricted J.V. Subsidiaries in all such acquisitions (including Indebtedness assumed by the European J.V. or any Restricted J.V. Subsidiary) shall not exceed $200,000,000 plus the aggregate amount of J.V. Equity Proceeds received after the Effective Date that shall not have been used to make other Investments of the European J.V. and the Restricted J.V. Subsidiaries under this clause (5);

     (6) Guarantees not otherwise permitted under Section 6.02(c) Incurred in the ordinary course of business and consistent with past practices in an aggregate amount for all such Guarantees by the European J.V. and the Restricted J.V. Subsidiaries at any time outstanding not exceeding $25,000,000;

     (7) Investments by the European J.V. or any Restricted J.V. Subsidiary made in Goodyear or any of its Subsidiaries in the form of Indebtedness which, in the case of any such Indebtedness owed to any Grantor other than any Grantor that is organized under the laws of France, is pledged pursuant to the Security Documents to secure the Obligations required to be secured by such Grantor;

     (8) Investments in Subsidiaries or Goodyear; provided that no Investment shall be made by any Credit Party in a Subsidiary that is not a Credit Party or by a J.V. Loan Party in Goodyear or a Subsidiary that is not a J.V. Loan Party pursuant to this clause (8) except Investments (A) to fund working capital needs of such Subsidiary, (B) to replace amounts available under credit facilities or other financings of such Subsidiary existing on the date hereof that shall have matured or shall have been terminated or reduced, (C) to cover losses from operations of such Subsidiary and (D) to provide funds for capital expenditures or acquisitions permitted to be made by such Subsidiary; provided further, that Capital Stock in any J.V. Subsidiary may not be transferred to any Subsidiary that is not the European J.V. or a J.V. Subsidiary;

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     (9) stock, obligations or securities received in settlement of disputes with customers or suppliers or debts (including pursuant to any plan of reorganization or similar arrangement upon insolvency of a debtor) created in the ordinary course of business and owing to the European J.V. or any Restricted J.V. Subsidiary or in satisfaction of judgments;

     (10) any Person to the extent such Investment represents the non cash portion of the consideration received for an Asset Disposition that was made pursuant to and in compliance with Section 6.04;

     (11) loans and advances to officers and employees of the European J.V. and the Restricted J.V. Subsidiaries in the ordinary course of business;

     (12) any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the European J.V. or any Restricted J.V. Subsidiary;

     (13) a Receivables Entity or any Investment by a Receivables Entity in any other Person in connection with a Qualified Receivables Transaction in respect of accounts receivable of a Restricted J.V. Subsidiary, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Transaction or any related Indebtedness; provided, however, that any Investment in a Receivables Entity is in the form of a Purchase Money Note, contribution of additional receivables or an equity interest;

     (14) receivables owing to the European J.V. or any Restricted J.V. Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the European J.V. or any such Restricted J.V. Subsidiary deems reasonable under the circumstances;

     (15) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

     (16) any Person to the extent such Investments consist of Hedging Obligations otherwise permitted under Section 6.01;

     (17) any Person to the extent such Investment in such Person existed on the Effective Date, and any Investment that replaces, refinances or refunds such an Investment, provided that the new Investment is in an amount that does not exceed that amount replaced, refinanced or refunded

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and is made in the same Person as the Investment replaced, refinanced or refunded;

     (18) advances to, and Guarantees for the benefit of, customers, dealers or suppliers made in the ordinary course of business and consistent with past practice; and

     (19) Investments not permitted by any other clause of this definition in an aggregate amount at any time outstanding not greater than $25,000,000.

          “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

          “Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV or Section 302 of ERISA or Section 412 of the Code sponsored, maintained or contributed to by Goodyear, any Subsidiary or any ERISA Affiliate.

          “Pounds Sterling” or “£” means the lawful currency of the United Kingdom.

          “Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

          “Principal European Subsidiary” means, any J.V. Subsidiary (other than a Borrower) organized under the laws of the Federal Republic of Germany, Luxembourg, the Republic of France or the United Kingdom with Total Assets having a book value in excess of $10,000,000 as of December 31, 2010, or if later, 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).

          “Priority Payables Reserve” means, at any time, the sum, without duplication, of any deductions made pursuant to the definitions contained in the First Lien Agreement of “Additional Inventory Reserves”, “Inventory Reserves”, “Eligible Inventory” and “Inventory Value”, and the full amount of the liabilities at such time which have a trust imposed to provide for payment thereof or a security interest, Lien or charge ranking or capable of ranking, in each case senior to or pari passu with the Liens created under the Security Documents (as defined in the First Lien Agreement) under Canadian federal, provincial, territorial, county, municipal or local law with respect to claims for goods and services taxes, sales tax, income tax, workers’ compensation obligations, vacation pay or pension fund obligations.

“Purchase Money Indebtedness” means Indebtedness:

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     (1) consisting of the deferred purchase price of property, plant and equipment, conditional sale obligations, obligations under any title retention agreement and other obligations Incurred in connection with the acquisition, construction or improvement of such asset, in each case where the amount of such Indebtedness does not exceed the greater of (A) the cost of the asset being financed and (B) the Fair Market Value of such asset; and

     (2) Incurred to finance such acquisition, construction or improvement by Goodyear or a Restricted Subsidiary of such asset;

provided, however, that such Indebtedness is Incurred within 180 days after such acquisition or the completion of such construction or improvement.

          “Purchase Money Note” means a promissory note of a Receivables Entity evidencing a line of credit, which may be irrevocable, from Goodyear or any Subsidiary of Goodyear to a Receivables Entity in connection with a Qualified Receivables Transaction, which note:

     (1) shall be repaid from cash available to the Receivables Entity, other than:

     (A) amounts required to be established as reserves;

     (B) amounts paid to investors in respect of interest;

     (C) principal and other amounts owing to such investors; and

     (D) amounts paid in connection with the purchase of newly generated receivables; and

     (2) may be subordinated to the payments described in clause (A).

          “Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by Goodyear or any of its Subsidiaries pursuant to which Goodyear or any of its Subsidiaries may sell, convey or otherwise transfer to:

     (1) a Receivables Entity (in the case of a transfer by Goodyear or any of its Subsidiaries); or

     (2) any other Person (in the case of a transfer by a Receivables Entity);

or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of Goodyear or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred

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or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable; provided, however, that the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by a Financial Officer of Goodyear); and provided further, however, that no such transaction or series of transactions shall be a Qualified Receivables Transaction if any of the accounts receivable subject thereto is or would absent such transaction or series of transactions otherwise be subject to a Lien securing any European Bank Indebtedness.

          The grant of a security interest in any accounts receivable of Goodyear or any of its Restricted Subsidiaries to secure Bank Indebtedness shall not be deemed a Qualified Receivables Transaction.

          “Receivables Entity” means a (a) Wholly Owned Subsidiary of Goodyear which is a Restricted Subsidiary and which is designated by the Board of Directors (as provided below) as a Receivables Entity or (b) another Person engaging in a Qualified Receivables Transaction with Goodyear which Person engages in the business of the financing of accounts receivable, and in either of clause (a) or (b):

     (1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which

     (A) is Guaranteed by Goodyear or any Subsidiary of Goodyear (excluding Guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

     (B) is recourse to or obligates Goodyear or any Subsidiary of Goodyear in any way other than pursuant to Standard Securitization Undertakings; or

     (C) subjects any property or asset of Goodyear or any Subsidiary of Goodyear, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

     (2) which is not an Affiliate of Goodyear or with which neither Goodyear nor any Subsidiary of Goodyear has any material contract, agreement, arrangement or understanding other than on terms which Goodyear reasonably believes to be no less favorable to Goodyear or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Goodyear; and

     (3) to which neither Goodyear nor any Subsidiary of Goodyear has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

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          Any such designation by the Board of Directors shall be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of the resolution of the Board of Directors giving effect to such designation and a certificate of a Financial Officer certifying that such designation complied with the foregoing conditions.

“Reference Date” means May 11, 2009.

          “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness, including, in any such case from time to time, after the discharge of the Indebtedness being Refinanced. “Refinanced” and “Refinancing” shall have correlative meanings.

          “Refinancing Indebtedness” means Indebtedness that is Incurred to Refinance (including pursuant to any defeasance or discharge mechanism) any Indebtedness of Goodyear or any Restricted Subsidiary existing on the Effective Date or Incurred in compliance with this Agreement (including Indebtedness of Goodyear that Refinances Refinancing Indebtedness); provided, however, that:

     (1) the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;

     (2) the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being refinanced;

     (3) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount of the Indebtedness being refinanced (or if issued with original issue discount, the aggregate accreted value) then outstanding (or that would be outstanding if the entire committed amount of any credit facility being Refinanced were fully drawn (other than any such amount that would have been prohibited from being drawn pursuant to Section 6.01) (plus fees and expenses, including any premium and defeasance costs);

     (4) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations, such Refinancing Indebtedness is subordinated in right of payment to the Obligations at least to the same extent as the Indebtedness being Refinanced;

     (5) if Incurred by Goodyear or any US Subsidiary Guarantor, either (A) such Refinancing Indebtedness is not secured by Liens on any assets other than the assets that secured the Indebtedness being refinanced or (B) such Refinancing Indebtedness, taken together with the aggregate outstanding amount at the time of U.S. Bank Indebtedness and Senior

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Subordinated-Lien Indebtedness that, in each case, constitutes Secured Indebtedness, shall not exceed $3,900,000,000; and

     (6) if Incurred by the European J.V. or any Restricted J.V. Subsidiary, the Refinancing Indebtedness is not secured by Liens on any assets other than the assets that secured the Indebtedness being refinanced, and any such Liens have no greater priority than the Liens securing the Indebtedness being refinanced;

provided further, however, that Refinancing Indebtedness shall not include:

     (A) Indebtedness of a Restricted Subsidiary that is not a US Subsidiary Guarantor that Refinances Indebtedness of Goodyear;

     (B) Indebtedness of Goodyear or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary; or

     (C) Indebtedness of the European J.V. or any Restricted J.V. Subsidiary that Refinances Indebtedness in respect of which it was not an obligor.

“Register” has the meaning set forth in Section 9.04.

          “Related Business” means any business reasonably related, ancillary or complementary to the business of Goodyear and its Restricted Subsidiaries on the Effective Date.

          “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, counsel and other advisors of such Person and such Person’s Affiliates.

          “Restricted J.V. Subsidiary” means any J.V. Subsidiary that is a Restricted Subsidiary.

“Restricted Payment” in respect of any Person means:

     (1) the declaration or payment of any dividend, any distribution on or in respect of its Capital Stock or any similar payment (including any payment in connection with any merger or consolidation involving Goodyear or any Restricted Subsidiary) to the direct or indirect holders of its Capital Stock in their capacity as such, except (A) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock or, in the case of a Restricted Subsidiary, Preferred Stock), (B) in the case of such payments by Goodyear or any Restricted Subsidiary other than the European J.V. or any Restricted J.V. Subsidiary, dividends or distributions payable to Goodyear or a Restricted Subsidiary (and, if such Restricted Subsidiary has Capital Stock held by Persons other than Goodyear or other Restricted Subsidiaries, to such other Persons on no

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more than a pro rata basis), and (C) in the case of such payments by the European J.V. or any Restricted J.V. Subsidiary, dividends or distributions payable to the European J.V. or a Restricted J.V. Subsidiary (and, if such Restricted J.V. Subsidiary has Capital Stock held by Persons other than the European J.V. or other Restricted J.V. Subsidiaries, to such other Persons on no more than a pro rata basis);

     (2) the purchase, repurchase, redemption, retirement or other acquisition (“Purchase”) for value of any Capital Stock of Goodyear held by any Person (other than (A) in the case of such transactions by Goodyear or a Restricted Subsidiary other than the European J.V. or any J.V. Subsidiary, such Capital Stock held by Goodyear or any Restricted Subsidiary, and (B) in the case of such transactions by the European J.V. or a Restricted J.V. Subsidiary, such Capital Stock held by the European J.V. or a Restricted J.V. Subsidiary) or any Capital Stock of a Restricted Subsidiary held by any affiliate of Goodyear (other than (A) in the case of such transactions by Goodyear or a Restricted Subsidiary other than the European J.V. or any J.V. Subsidiary, such Capital Stock held by a Restricted Subsidiary and (B) in the case of such transactions by the European J.V. or a Restricted J.V. Subsidiary, such Capital Stock held by the European J.V. or a Restricted J.V. Subsidiary) (other than in exchange for Capital Stock of Goodyear that is not Disqualified Stock);

     (3) the Purchase for value, prior to scheduled maturity, any scheduled repayment or any scheduled sinking fund payment, of any Subordinated Obligations (other than the Purchase for value of Subordinated Obligations acquired in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such Purchase; provided that the exception in this parenthetical clause shall be limited in the case of payments by the European J.V. or any Restricted J.V. Subsidiary to payments in respect of Subordinated Obligations of the European J.V. or any Restricted J.V. Subsidiary); or

     (4) any Investment (other than (A) in the case of Goodyear or any Restricted Subsidiary other than the European J.V. or any J.V. Subsidiary, a Permitted Investment, and (B) in the case of the European J.V. or any J.V. Subsidiary, a Permitted J.V. Investment) in any Person.

          “Restricted Subsidiary” means any Subsidiary of Goodyear other than an Unrestricted Subsidiary.

          “Revolving Borrowing” shall mean a Borrowing comprising Revolving Loans.

          “Revolving Commitment” means an ABT Commitment or a German Commitment.

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          “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of such Lender’s ABT Credit Exposure and German Credit Exposure at such time.

          “Revolving Lender” means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Credit Exposure.

“Revolving Loan” means an ABT Loan or a German Loan.

          “Sale/Leaseback Transaction” means an arrangement relating to property, plant and equipment now owned or hereafter acquired by Goodyear or a Restricted Subsidiary whereby Goodyear or a Restricted Subsidiary transfers such property to a Person and Goodyear or such Restricted Subsidiary leases it from such Person, other than (i) leases between Goodyear and a Restricted Subsidiary or between Restricted Subsidiaries or (ii) any such transaction entered into with respect to any property, plant and equipment or any improvements thereto at the time of, or within 180 days after, the acquisition or completion of construction of such property, plant and equipment or such improvements (or, if later, the commencement of commercial operation of any such property, plant and equipment), as the case may be, to finance the cost of such property, plant and equipment or such improvements, as the case may be.

          “SAVA” means Sava Tires, d.o.o., a corporation organized under the laws of the Republic of Slovenia.

“SEC” means the Securities and Exchange Commission.

          “Second Lien Agreement” means the Amended and Restated Second Lien Credit Agreement dated as of April 20, 2007, among Goodyear, certain lenders and JPMCB, as administrative agent, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), refinanced, restructured or otherwise modified from time to time (except to the extent that any such amendment, restatement, supplement, waiver, replacement, refinancing, restructuring or other modification thereto would be prohibited by the terms of this Agreement, unless otherwise agreed to by the Majority Lenders).

          “Second Lien Guarantee and Collateral Agreement” means the Guarantee and Collateral Agreement among Goodyear, the Subsidiary Guarantors thereunder, the Grantors thereunder, certain other Subsidiaries and the collateral agent under the Second Lien Agreement, dated as of April 8, 2005, as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein).

          “Second Lien Indebtedness” means any and all amounts payable under or in respect of the Second Lien Agreement and any Refinancing Indebtedness with respect thereto or with respect to such Refinancing Indebtedness, as amended from time to time, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Goodyear whether or

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not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations and all other amounts payable thereunder or in respect thereof.

          “Secured Indebtedness” means any Indebtedness of Goodyear secured by a Lien. “Secured Indebtedness” of a Subsidiary has a correlative meaning.

          “Secured Parties” means the Administrative Agent, the Collateral Agent, each Issuing Bank and each Lender. For purposes of Section 9.15 and each Security Document, “Secured Parties” shall also include each other Person to which is owed, as applicable, German Obligations or ABT Obligations, and which has signed an Affiliate Authorization or the Amendment and Restatement Agreement.

          “Security Agreement” means any security agreement, pledge agreement, charge agreement, mortgage, debenture or similar agreement, instrument or security document, or any supplement thereto creating a Lien on any assets or rights to secure any of the Obligations or any confirmation or similar instrument in relation to such a Lien.

          “Security Documents” means the Guarantee and Collateral Agreement, the German security trust agreement in respect of the German Security Agreements, the Security Agreements and each other instrument or document delivered in connection with the cash collateralization of Letters of Credit or pursuant to Section 5.08 to secure any of the Obligations.

          “Senior Indebtedness” of Goodyear or any US Subsidiary Guarantor, as the case may be, means the principal of, premium (if any) and accrued and unpaid interest on (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization of Goodyear or any US Subsidiary Guarantor, as applicable, regardless of whether or not a claim for post-filing interest is allowed in such proceedings), and fees and other amounts owing in respect of Bank Indebtedness, Indebtedness under the 2009 Indenture (in the case of Goodyear) and Guarantees thereof (in the case of the US Subsidiary Guarantors) and all other Indebtedness of Goodyear or any US Subsidiary Guarantor, as applicable, whether outstanding on the 2009 Indenture Closing Date or thereafter Incurred, unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such obligations are subordinated in right of payment to the Indebtedness under the 2009 Indenture or such US Subsidiary Guarantor’s Guarantee thereof, as applicable; provided, however, that Senior Indebtedness of Goodyear or any US Subsidiary Guarantor shall not include: (a) any obligation of Goodyear to any Subsidiary of Goodyear or of such US Subsidiary Guarantor to Goodyear or any other Subsidiary of Goodyear; (b) any liability for Federal, state, local or other taxes owed or owing by Goodyear or such US Subsidiary Guarantor, as applicable; (c) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including Guarantees thereof or instruments evidencing such liabilities); (d) any Indebtedness or obligation of Goodyear (and any accrued and unpaid interest in respect thereof) that by its terms is subordinate or junior in right of payment to any other Indebtedness or obligation of Goodyear or such US Subsidiary Guarantor, as applicable, including any Subordinated Obligations (as defined in the 2009 Indenture) of

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Goodyear or such US Subsidiary Guarantor, as applicable; (e) any obligations with respect to Capital Stock; or (f) any Indebtedness Incurred in violation of this Agreement.

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

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

          “Senior Subordinated-Lien Indebtedness” means Indebtedness of Goodyear that (a) is secured by Liens permitted under Section 6.06(b), but that is not secured by Liens on any additional assets, (b) constitutes Initial Junior Indebtedness or Designated Junior Obligations under and as defined in the Lien Subordination and Intercreditor Agreement, and the Liens securing which are subordinated under the Lien Subordination and Intercreditor Agreement to the Liens securing the obligations under the First Lien Agreement and the Second Lien Agreement and (c) does not contain provisions inconsistent with the restrictions of Schedule 1.01B.

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

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

          “Specified Asset Sale” means (i) the Farm Tires Sale or (ii) the sale of all or a portion of Goodyear’s properties in Akron, Summit County, Ohio.

          “Specified Jurisdiction” means The United States of America, Canada, the Federal Republic of Germany, Luxembourg, the Netherlands, the Republic of France and the United Kingdom.

          “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

          “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by Goodyear or any Subsidiary of Goodyear which, taken as a whole, are customary in an accounts receivable transaction.

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          “Stated Maturity” means, with respect to any Indebtedness, the date specified in the documentation governing such Indebtedness as the fixed date on which the final payment of principal of such Indebtedness is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such Indebtedness at the option of the holder thereof upon the happening of any contingency beyond the control of Goodyear unless such contingency has occurred). The “Stated Maturity” of the Obligations means the Maturity Date.

          “Statutory Reserves” means, with respect to any currency, the aggregate of the maximum reserve, liquid asset, fee or similar requirements (including any marginal, special, emergency or supplemental reserves or other requirements) established by any central bank, monetary authority, the Board or other Governmental Authority for any category of deposits or liabilities customarily used to fund loans in such currency, expressed in the case of each such requirement as a decimal, provided that Statutory Reserves shall not include any such requirements of the Bank of England, the European Central Bank, the European System of Central Banks or any other monetary or other authority to the extent covered by Section 2.20. Such reserve percentages shall, in the case of US Dollar denominated Loans, include those imposed pursuant to Regulation D of the Board. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under any applicable law, rule or regulation, including Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset or similar requirement.

          “Subordinated Obligation” of Goodyear or any US Subsidiary Guarantor means any Indebtedness of Goodyear or a US Subsidiary Guarantor (whether outstanding on the Effective Date or thereafter Incurred) that by its terms is subordinate or junior in right of payment to the Obligations. “Subordinated Obligation” of the European J.V. or any Subsidiary Guarantor means any Indebtedness of the European J.V. or such Subsidiary Guarantor (whether outstanding on the Effective Date or thereafter Incurred) (a) that by its terms is subordinate or junior in right of payment to the Obligations or (b) that is not Secured Indebtedness or (c) that is secured subject to an agreement subordinating its Liens to those securing the Obligations.

          “subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which are consolidated with those of the parent in the parent’s consolidated financial statements in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

          “Subsidiary” means any subsidiary of Goodyear.

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          “Subsidiary Guarantors” means (a) each Borrower (other than the European J.V.), and (b) each J.V. Subsidiary (other than a Borrower) that is, or is required to be, a party to the Guarantee and Collateral Agreement.

          “Swap Agreement” means any agreement in respect of any Hedging Obligations.

          “Swingline Exposure” shall mean, at any time, the sum of the amounts of Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be such Lender’s ABT Percentage of the total Swingline Exposure at such time.

          “Swingline Lender” shall mean JPMCB, in its capacity as lender of Swingline Loans hereunder.

          “Swingline Loan” shall mean a Loan made by the Swingline Lender pursuant to Section 2.05.

          “Swingline Rate” means, with respect to any Swingline Loan, (a) the rate at which Euro deposits with interest periods of one day are offered by JPMCB in the London interbank market at the time the Administrative Agent determines such rate on such day, divided by (b) 1.00 minus the Statutory Reserves applicable to such Swingline Loan.

          “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

          “Temporary Cash Investments” means any of the following:

     (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the United Kingdom, the Kingdom of the Netherlands, the French Republic, the Federal Republic of Germany or the Grand Duchy of Luxembourg (or by any agency thereof to the extent such obligations are backed by the full faith and credit of such sovereign), in each case maturing within one year from the date of acquisition thereof;

     (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof, and having, at such date of acquisition, ratings of A2 or higher from Standard & Poor’s and P2 or higher from Moody’s;

     (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof and issued or guaranteed by or placed with, and money market deposit accounts issued or offered by any commercial bank organized under the laws of the United States of America or any state thereof which has a short-term deposit rating of A1 from Standard & Poor’s and P1 from Moody’s and has a combined capital and surplus and undivided profits of not less than $500,000,000;

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     (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution described in clause (c) above;

     (e) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by Standard & Poor’s and Aaa by Moody’s and (iii) have portfolio assets of at least $3,000,000,000;

     (f) investments of the type and maturity described in clauses (b) through (e) of foreign obligors, which investments or obligor have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies (and with respect to clause (e), are not required to comply with the Rule 2a-7 criteria);

     (g) investments of the type and maturity described in clause (c) in any obligor organized under the laws of a jurisdiction other than the United States that (A) is a branch or subsidiary of a Lender or the ultimate parent company of a Lender under any of the Credit Facilities Agreements (but only if such Lender meets the ratings and capital, surplus and undivided profits requirements of such clause (c)) or (B) carries a rating at least equivalent to the rating of the sovereign nation in which it is located; and

     (h) in the case of any Foreign Subsidiary, (i) marketable direct obligations issued or unconditionally guaranteed by the sovereign nation in which such Foreign Subsidiary is organized and is conducting business or issued by an agency of such sovereign nation and backed by the full faith and credit of such sovereign nation, in each case maturing within one year from the date of acquisition, so long as the indebtedness of such sovereign nation is rated at least A by Standard & Poor’s or A2 by Moody’s or carries an equivalent rating from a comparable foreign rating agency, and (ii) other investments of the type and maturity described in clause (c) in obligors organized under the laws of a jurisdiction other than the United States in any country in which such Subsidiary is located, provided, however, that the investments permitted under this subclause (ii) shall be made in amounts and jurisdictions consistent with Goodyear’s policies governing short-term investments.

          “Total Assets” of any Subsidiary means (a) in the case of any Subsidiary organized in a Specified Jurisdiction, (i) the total assets of such Subsidiary, excluding Intercompany Items, plus (ii) if the Net Intercompany Items of such Subsidiary shall be positive, the amount of such Net Intercompany Items; and (b) in the case of any other Subsidiary, the total assets of such Subsidiary, excluding Intercompany Items.

          “Trade Acceptance” means any bankers acceptance provided to trade creditors in the ordinary course of business in connection with the acquisition of goods or services in order to assure payment of any Trade Payable.

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          “Trade Payables” means, with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services.

          “Tranche” shall mean a category of Revolving Commitments and extensions of credit thereunder. For purposes hereof, each of the following composes a separate Tranche: (a) the ABT Commitments, the ABT Loans, the Letters of Credit and the Swingline Loans, taken together, and (b) the German Commitments and the German Loans.

          “Transactions” means the amendment and restatement of the Existing Credit Agreement in the form of this Agreement, the execution, delivery and performance by Goodyear and the Borrowers of this Agreement and by Goodyear, the European J.V., the Subsidiary Guarantors, the US Subsidiary Guarantors and the Grantors, as applicable, of the other Credit Documents, the borrowing of the Loans, the obtaining and use of the Letters of Credit, the creation or continuation of the Liens and Guarantees provided for in the Security Documents and the other transactions contemplated hereby.

          “2009 Indenture” means the Indenture dated as of May 11, 2009, between Goodyear and Wells Fargo Bank, N.A., as Trustee.

          “2009 Indenture Closing Date” means May 11, 2009.

          “2010 Indenture” means, collectively, the Indenture dated as of August 13, 2010, between Goodyear and Wells Fargo Bank, N.A., as Trustee, and the First Supplemental Indenture dated as of August 13, 2010, between Goodyear and Wells Fargo Bank, N.A., as Trustee.

          “2010 Indenture Closing Date” means August 13, 2010.

          “Type”, when used in reference to any Loan or Borrowing, refers to the basis upon which the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined. Subject to Section 2.14, the Loans and Borrowings hereunder will be “Eurocurrency” Loans and “Eurocurrency” Borrowings, as the rate of interest thereon will be determined by reference to the Adjusted Eurocurrency Rate.

          “Unrestricted Subsidiary” means:

     (a) any Subsidiary of Goodyear that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below and

(b) any Subsidiary of an Unrestricted Subsidiary.

          The Board of Directors may designate any Subsidiary of Goodyear (including any newly acquired or newly formed Subsidiary of Goodyear) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any

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Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, Goodyear or any other Subsidiary of Goodyear that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either:

     (A) the Subsidiary to be so designated has total Consolidated assets of $1,000 or less; or

     (B) if such Subsidiary has total Consolidated assets greater than $1,000, then such designation would be permitted under Section 6.02.

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

          (x) (1) Goodyear could Incur $1.00 of additional Indebtedness under Section 6.01(a) or (2) the Consolidated Coverage Ratio for Goodyear and its Restricted Subsidiaries would be greater after giving effect to such designation than before such designation and

          (y) no Default shall have occurred and be continuing.

Any such designation of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing the Administrative Agent a copy of the resolution of the Board of Directors giving effect to such designation and a certificate of a Financial Officer certifying that such designation complied with the foregoing provisions.

          “U.S. Bank Indebtedness” means any and all amounts payable under or in respect of the U.S. Credit Agreements and any Refinancing Indebtedness with respect thereto or with respect to such Refinancing Indebtedness, as amended from time to time, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Goodyear whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations and all other amounts payable thereunder or in respect thereof.

          “U.S. Credit Agreements” means (i) the First Lien Agreement and (ii) the Second Lien Agreement, each as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), refinanced, restructured or otherwise modified from time to time (except to the extent that any such amendment, restatement, supplement, waiver, replacement, refinancing, restructuring or other modification thereto would be prohibited by the terms of this Agreement, unless otherwise agreed to by the Majority Lenders).

          “US Dollars” or “$” refers to lawful money of the United States of America.

          “US Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.

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          “US Subsidiary Guarantors” means each US Subsidiary (other than the Excluded Subsidiaries and the Consent Subsidiaries).

          “Wholly Owned Subsidiary” of any Person shall mean a subsidiary of such Person of which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the Capital Stock are, at the time any determination is being made, owned, controlled or held by such Person or one or more wholly owned Subsidiaries of such Person or by such Person and one or more wholly owned Subsidiaries of such Person.

          “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., an “ABT Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency ABT Loan”). Borrowings also may be classified and referred to by Class (e.g., an “ABT Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency ABT Borrowing”).

          SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

          SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the European J.V. notifies the Administrative Agent that the European J.V. requests an amendment to any provision hereof to eliminate the effect of any change occurring after

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the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the European J.V. and Goodyear that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

          SECTION 1.05. Currency Translation. (a) [intentionally omitted]

          (b) (i) The Administrative Agent shall determine the Euro Equivalent of any Letter of Credit denominated in US Dollars or Pounds Sterling as of the date of the issuance thereof and as of each subsequent date on which such Letter of Credit shall be renewed or extended or the stated amount of such Letter of Credit shall be increased, in each case using the Exchange Rate for the applicable currency in relation to Euros in effect on the date of determination, and each such amount shall be the Euro Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this Section 1.05(b)(i). The Administrative Agent shall in addition determine the Euro Equivalent of any Letter of Credit denominated in US Dollars or Pounds Sterling as of the CAM Exchange Date as set forth in Section 7.03.

          (ii) The Administrative Agent shall determine the Euro Equivalent of any Borrowing denominated in US Dollars or Pounds Sterling as of the date of the commencement of the initial Interest Period therefor and as of the date of the commencement of each subsequent Interest Period therefor, in each case using the Exchange Rate for the applicable currency in relation to Euros in effect on the date that is three Business Days prior to the date on which the applicable Interest Period shall commence, and each such amount shall be the Euro Equivalent of such Borrowing until the next required calculation thereof pursuant to this Section 1.05(b)(ii). The Administrative Agent shall in addition determine the Euro Equivalent of any Borrowing denominated in US Dollars or Pounds Sterling as of the CAM Exchange Date as set forth in Section 7.02.

          (iii) The Euro Equivalent of any LC Disbursement made by any Issuing Bank in US Dollars or Pounds Sterling and not reimbursed by the applicable Borrower shall be determined as set forth in paragraphs (e) or (l) of Section 2.04, as applicable. In addition, the Euro Equivalent of the LC Exposures shall be determined as set forth in paragraph (j) of Section 2.04, at the time and in the circumstances specified therein.

          (iv) The Administrative Agent shall notify the Borrowers, the applicable Lenders and the applicable Issuing Bank of each calculation of the Euro Equivalent of each Letter of Credit, Borrowing and LC Disbursement.

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ARTICLE II

The Credits

          SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, (a) each ABT Lender agrees to make ABT Loans to any Borrower from time to time during the ABT Availability Period in Euros, US Dollars or Pounds Sterling in an aggregate principal amount that will not result in (i) such Lender’s ABT Credit Exposure exceeding such Lender’s ABT Commitment or (ii) the aggregate of the Euro Equivalents of the principal amounts of ABT Borrowings denominated in Pounds Sterling exceeding €50,000,000, and (b) each German Lender agrees to make German Loans to the German Borrower from time to time during the German Availability Period in Euros or US Dollars in an aggregate principal amount that will not result in such Lender’s German Credit Exposure exceeding such Lender’s German Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

          SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

          (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of Eurocurrency Loans. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement.

          (c) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 20 Eurocurrency Borrowings outstanding.

          (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

          SECTION 2.03. Requests for Borrowings. To request a Borrowing, the applicable Borrower, or the European J.V. on behalf of such Borrower, shall notify the Administrative Agent of such request by telecopy (promptly followed by telephonic confirmation of such request) not later than 2:00 p.m., London time, three Business Days

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before the date of the proposed Borrowing. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

     (i) the Borrower requesting such Borrowing (or on whose behalf the European J.V. is requesting such Borrowing);

     (ii) whether the requested Borrowing is to be an ABT Borrowing or a German Borrowing;

     (iii) the aggregate amount and currency of the requested Borrowing;

     (iv) the date of such Borrowing, which shall be a Business Day;

     (v) the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

     (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

If no currency is specified with respect to any requested Borrowing, then the requested Borrower shall be deemed to have selected Euros. If no Interest Period is specified with respect to any requested Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

          SECTION 2.04. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, each of the Borrowers may request the issuance (or the amendment, renewal or extension) of Letters of Credit denominated in US Dollars, Euros or Pounds Sterling for its own account, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the ABT Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the applicable Borrower, or the European J.V. on behalf of such Borrower, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire

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(which shall comply with paragraph (c) of this Section), the amount and currency of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by any Issuing Bank, the applicable Borrower, or the European J.V. on behalf of such Borrower, also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit; provided that any provisions in any such letter of credit application that create Liens securing the obligations of the Borrower thereunder or that are inconsistent with the provisions of this Agreement shall be of no force or effect. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower and the European J.V. shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the aggregate amount of the ABT Credit Exposures shall not exceed the aggregate amount of the ABT Commitments, (ii) the LC Exposure shall not exceed €50,000,000 and (iii) the portion of the LC Exposure attributable to Letters of Credit issued by any Issuing Bank shall not exceed the LC Commitment of such Issuing Bank. The Administrative Agent agrees, at the request of any Issuing Bank, to provide information to such Issuing Bank as to the aggregate amount of the ABT Credit Exposures, the LC Exposures and the ABT Commitments.

          (c) Expiration Date. Each Letter of Credit shall have an expiration date at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date. Any Letter of Credit may provide by its terms that it may be extended for additional successive one-year periods on terms reasonably acceptable to the applicable Issuing Bank (but subject to the proviso in the next sentence). Any Letter of Credit providing for automatic extension shall be extended upon the then current expiration date without any further action by any Person unless the applicable Issuing Bank shall have given notice to the applicable beneficiary (with a copy to the applicable Borrower) of the election by such Issuing Bank not to extend such Letter of Credit, such notice to be given not fewer than 60 days prior to the then current expiration date of such Letter of Credit, provided that no Letter of Credit may be extended automatically or otherwise beyond the date that is five Business Days prior to the Maturity Date.

          (d) Participations. Effective with respect to each Letter of Credit (and each amendment to a Letter of Credit increasing the amount thereof) upon the issuance (or increase) thereof, and without any further action on the part of the applicable Issuing Bank or the Lenders, each Issuing Bank hereby grants to each ABT Lender, and each ABT Lender hereby acquires from such Issuing Bank, a participation in each Letter of Credit equal to such Lender’s ABT Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each ABT Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s ABT Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or such Lender’s ABT Percentage of any reimbursement payment in respect of an LC

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Disbursement required to be refunded to any Borrower for any reason (or if such LC Disbursement or reimbursement payment was made in US Dollars or Pounds Sterling, the Euro Equivalent thereof using the LC Exchange Rate in effect on the applicable LC Participation Calculation Date). Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction of its ABT Commitment or the aggregate amount of the ABT Commitments.

          (e) Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency in which such LC Disbursement is made, not later than 1:30 p.m., London time, on the second Business Day following the date on which such Borrower or the European J.V. shall have received notice of such LC Disbursement; provided that, if such LC Disbursement is denominated in Euros and is at least equal to the Borrowing Minimum for Swingline Loans but not greater than the amount then available to be borrowed as a Swingline Borrowing for the purposes of this Section 2.04(e), unless the applicable Borrower, or the European J.V. on its behalf, shall have notified the Administrative Agent to the contrary not later than 10:00 a.m., London time, on the Business Day next following the date on which such Borrower or the European J.V. shall have been notified of such LC Disbursement, the applicable Borrower will be deemed to have requested in accordance with Section 2.05 that such payment be financed with a Swingline Borrowing on such Business Day in an equivalent amount and, to the extent the condition precedent to such Swingline Borrowing set forth in Section 4.02(b) is satisfied, such Borrower’s obligation to make such payment shall be discharged with the proceeds of the requested Swingline Borrowing. If the applicable Borrower fails to make such payment when due and such Borrower is not entitled to make a Swingline Borrowing in the amount of such payment, (A) if such payment relates to a Letter of Credit denominated in US Dollars or Pounds Sterling, automatically and with no further action required, the obligation of such Borrower to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Euro Equivalent, calculated using the LC Exchange Rates on the applicable LC Participation Calculation Date, of such LC Disbursement and (B) in the case of each LC Disbursement, the Administrative Agent shall notify each ABT Lender of such LC Disbursement, the Euro Equivalent of the payment then due from such Borrower in respect thereof and such Lender’s ABT Percentage thereof, and each ABT Lender shall pay to the Administrative Agent on the date such notice is received its ABT Percentage of the payment then due from such Borrower, in the same manner as provided in Section 2.06 with respect to ABT Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the ABT Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the ABT Lenders. Promptly following receipt by the Administrative Agent of any payment from a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that ABT Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing

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Bank as their interests may appear. No payment made by an ABT Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of Swingline Loans as contemplated above) shall constitute a Loan or relieve the applicable Borrower of its obligation to reimburse such LC Disbursement. If the reimbursement by a Borrower of, or obligation to reimburse, any amounts in US Dollars or Pounds Sterling would subject the Administrative Agent, the applicable Issuing Bank or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Euros, such Borrower shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, the applicable Issuing Bank or Lender or (y) reimburse in Euros each LC Disbursement made in US Dollars or Pounds Sterling, in an amount equal to the Euro Equivalent, calculated using the applicable LC Exchange Rate on the date such LC Disbursement is reimbursed (or on the applicable LC Participation Calculation Date, if such date shall have occurred), of such LC Disbursement.

          (f) Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) any claim or defense against the beneficiary of any Letter of Credit, any transferee of any Letter of Credit, the Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated hereby or any unrelated transactions (including the underlying transaction between any Borrower or any J.V. Subsidiary and the beneficiary of any Letter of Credit), (v) the occurrence of any Default or (vi) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense against, or provide a right of setoff against, any Borrower’s obligations hereunder. None of the Administrative Agent, the Lenders or the Issuing Banks, or any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to a Borrower to the extent of any damages suffered by such Borrower or any Lender that are caused by such Issuing Bank’s gross negligence or willful misconduct. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable

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Issuing Bank may, acting in good faith, either accept and make payment upon such documents without responsibility for further investigation or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

          (g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not (i) relieve such Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement or (ii) relieve any Lender’s obligation to acquire participations as required pursuant to paragraph (d) of this Section 2.04.

          (h) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the applicable Borrower reimburses such LC Disbursement, (i) in the case of any LC Disbursement denominated in Euros, and at all times following the conversion to Euros of an LC Disbursement made in US Dollars or Pounds Sterling pursuant to paragraph (e) or (l) of this Section, at the Swingline Rate plus 2.50% per annum, (ii) in the case of any LC Disbursement denominated in US Dollars, at all times prior to its conversion to Euros pursuant to paragraph (e) or (l) of this Section, at the Alternate Base Rate (as defined in the First Lien Agreement) plus 2.50% per annum, and (iii) in the case of any LC Disbursement denominated in Pounds Sterling, at all times prior to its conversion to Euros pursuant to paragraph (e) or (l) of this Section, a rate per annum reasonably determined by the applicable Issuing Bank (which determination will be conclusive absent manifest error) to represent its cost of funds plus 2.50% per annum; provided that, if the applicable Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(b) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the accounts of the ABT Lenders to the extent of such payment.

          (i) Replacement of the Issuing Bank. Each Issuing Bank may be replaced at any time by written agreement among the European J.V., the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank. At the time any such replacement shall become effective, the applicable Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of such Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term

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“Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of any Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

          (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the earlier of (i) the third Business Day after the European J.V. shall receive notice from the Administrative Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to this paragraph and (ii) the date on which the maturity of the Loans shall be accelerated or the ABT Commitments terminated, the Borrowers shall deposit in an account or accounts with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit and (ii) the aggregate amount of all unreimbursed LC Disbursements and all interest accrued and unpaid thereon. Amounts payable under the preceding sentence in respect of any Letter of Credit or LC Disbursement shall be payable in the currency of such Letter of Credit or LC Disbursement, except that LC Disbursements in US Dollars or Pounds Sterling in respect of which the applicable Borrower’s reimbursement obligations have been converted to obligations in Euros as provided in paragraph (e) above and interest accrued thereon shall be payable in Euros. The obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account or accounts. Other than any interest earned on the investment of such deposits, which investment shall be in Temporary Cash Investments and shall be made in the discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account or accounts. Moneys in such account or accounts shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the LC Exposures and the Issuing Banks with outstanding Letters of Credit), be applied to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers are required to provide an amount of cash collateral under this paragraph, then (1) if the maturity of the Loans has not been accelerated and the LC Exposure shall be reduced to an amount below the amount so deposited, the Administrative Agent will return to the Borrowers any excess of the amount so deposited over the LC Exposure and (2) such amount (to the extent not applied as provided above in this paragraph) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived.

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          (k) Issuing Bank Reports. Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall report in writing to the Administrative Agent (i) on or prior to each Business Day on which such Issuing Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the currency and aggregate face amount of the Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amount thereof shall have changed), it being understood that such Issuing Bank shall not effect any issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit without first obtaining written confirmation from the Administrative Agent that such increase is then permitted under this Agreement, (ii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date, currency and amount of such LC Disbursement, (iii) on any Business Day on which any Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the currency and amount of such LC Disbursement and (iv) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.

          (l) Conversion. In the event that the Loans become immediately due and payable on any date pursuant to Article VII, all amounts (i) that the Borrowers are at the time or become thereafter required to reimburse or otherwise pay to the Administrative Agent in respect of LC Disbursements made under any Letter of Credit denominated in US Dollars or Pounds Sterling (other than amounts in respect of which the Borrowers have deposited cash collateral, if such cash collateral was deposited in the applicable currency), (ii) that the Lenders are at the time or become thereafter required to pay to the Administrative Agent (and the Administrative Agent is at the time or becomes thereafter required to distribute to the applicable Issuing Bank) pursuant to paragraph (e) of this Section in respect of unreimbursed LC Disbursements made under any Letter of Credit denominated in US Dollars or Pounds Sterling and (iii) of each Lender’s participation in any Letter of Credit denominated in US Dollars or Pounds Sterling under which an LC Disbursement has been made shall, automatically and with no further action required, be converted into the Euro Equivalent, calculated using the LC Exchange Rates on such date (or in the case of any LC Disbursement made after such date, on the date such LC Disbursement is made), of such amounts. On and after such conversion, all amounts accruing and owed to the Administrative Agent, any Issuing Bank or any Lender in respect of the obligations described in this paragraph shall accrue and be payable in Euros at the rates otherwise applicable hereunder.

          SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the ABT Availability Period in Euros in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding €25,000,000, or, for the purposes of a Swingline Borrowing to reimburse an LC Disbursement as contemplated by Section 2.04(e), exceeding €50,000,000 or (ii) the aggregate amount of the ABT Credit Exposures exceeding the aggregate amount of the ABT Commitments, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an

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outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.

          (b) To request a Swingline Loan, a Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone (confirmed by telecopy), not later than 11:00 a.m., London time, on the day of such proposed Swingline Loan; provided that if at any time an LC Disbursement denominated in Euros shall be made in an amount at least equal to the Borrowing Minimum for Swingline Loans but not greater than the amount then available to be borrowed as a Swingline Borrowing for purposes of Section 2.04(e), a notice of a Swingline Borrowing to finance the reimbursement of such LC Disbursement shall be deemed to have been timely given as contemplated by Section 2.04(e) unless the applicable Borrower, or the European J.V. on behalf of such Borrower, shall have given notice to the contrary to the Administrative Agent, or shall have repaid such LC Disbursement, not later than 10:00 a.m., London time, on the Business Day next following the date on which such Borrower or the European J.V. shall have been notified of such LC Disbursement. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower or by the European J.V. on behalf of such Borrower. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested Swingline Loan, which shall be in an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from a Borrower. The Swingline Lender shall make each Swingline Loan to be made by it available to the applicable Borrower by means of a credit to an account of such Borrower maintained with the Swingline Lender by 3:00 p.m., London time, on the requested date of such Swingline Loan. The Swingline Lender at its option may make any Swingline Loan by causing any domestic or foreign branch or Affiliate of the Swingline Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Loan, or the obligation of any Lender to acquire a participation therein, in accordance with the terms of this Agreement.

          (c) The Swingline Lender may, by written notice given to the Administrative Agent not later than 12:00 noon, London time, on any Business Day (each date on which such notice is given, a “Notice Date”) require the ABT Lenders to acquire participations on the second Business Day after the Notice Date in all or a portion of the outstanding Swingline Loans, and such Swingline Loans shall be continued on the second Business Day after the Notice Date as a Eurocurrency Borrowing having an Interest Period of one week’s duration; provided that the Swingline Lender shall not give such notice to the Administrative Agent unless it shall have first given the applicable Borrower notice by 2:00 p.m., London time, on the Business Day immediately preceding the Notice Date of its intent to give such notice to the Administrative Agent and the applicable Borrower shall not have given the Swingline Lender notice by 9:00 a.m., London time, on the Notice Date that it agrees to repay such Swingline Loans on or prior to the second Business Day after the Notice Date. Such notice shall specify the aggregate amount of Swingline Loans in which ABT Lenders will participate. Promptly upon receipt of such

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notice, the Administrative Agent will give notice thereof to each ABT Lender, specifying in such notice such Lender’s ABT Percentage of such Swingline Loan or Swingline Loans. Each ABT Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s ABT Percentage of such Swingline Loan or Swingline Loans. Each ABT Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each ABT Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the ABT Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the ABT Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the applicable Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the ABT Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.

          SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan (other than a Swingline Loan) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:30 p.m., London time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the relevant Borrower by promptly crediting the amounts so received, in like funds, to an account designated by such Borrower in the applicable Borrowing Request (which account, in the case of Lux Tires, shall be an account held by Lux Tires outside of the Grand Duchy of Luxembourg); provided that Swingline Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank. The Administrative Agent will transfer the applicable funds to the applicable Borrower by 2:00 p.m., London time, that have been transferred by Lenders to the Administrative Agent in respect of Loans made by such Lenders on the proposed date of a Borrowing.

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          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and such Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of such Borrower, the interest rate applicable to the subject Loan. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. It is agreed that no payment by any Borrower under this paragraph will be subject to any break-funding payment under Section 2.16.

          SECTION 2.07. Continuation of Borrowings. (a) Each Revolving Borrowing shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the relevant Borrower may elect to continue such Borrowing, and may elect Interest Periods therefor, all as provided in this Section. The relevant Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

          (b) To make a continuation pursuant to this Section, the European J.V. on behalf of the applicable Borrower, shall notify the Administrative Agent of such continuation by telephone by the time that a Borrowing Request would be required under Section 2.03. Each such telephonic Continuation Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Continuation Request signed by the European J.V. on behalf of the applicable Borrower.

          (c) Each telephonic and written Continuation Request shall specify the following information in compliance with Section 2.02:

     (i) the Borrowing to which such Continuation Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) below shall be specified for each resulting Borrowing);

     (ii) the effective date of the election made pursuant to such Continuation Request, which shall be a Business Day; and

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     (iii) the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Continuation Request does not specify an Interest Period, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration.

          (d) Promptly following receipt of a Continuation Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

          (e) If the relevant Borrower fails to deliver a timely Continuation Request with respect to a Eurocurrency Borrowing on or prior to the third Business Day preceding the end of the Interest Period applicable thereto (and does not by such time notify the Administrative Agent that it intends to prepay such Eurocurrency Borrowing at the end of such Interest Period), then such Borrowing shall be repaid at the end of the Interest Period applicable thereto. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Lenders, so notifies the European J.V., then, so long as an Event of Default is continuing each Eurocurrency Borrowing shall be continued at the end of the Interest Period applicable thereto as a Eurocurrency Borrowing with an Interest Period of one month’s duration.

          SECTION 2.08. Termination of Commitments; Reductions of Commitments. (a) Unless previously terminated, the Revolving Commitments and each LC Commitment shall terminate on the Maturity Date.

          (b) The European J.V. may at any time terminate, or from time to time reduce, the Revolving Commitments of any Tranche; provided that (i) each reduction of such Commitments shall be in an amount that is an integral multiple of €1,000,000 and not less than €5,000,000, (ii) the European J.V. shall not terminate or reduce the ABT Commitments if, after giving effect to any concurrent prepayment of the ABT Loans in accordance with Section 2.11, the aggregate amount of the ABT Credit Exposures would exceed the aggregate amount of the ABT Commitments and (iii) the European J.V. shall not terminate or reduce the German Commitments if, after giving effect to any concurrent prepayment of the German Loans in accordance with Section 2.11, the aggregate amount of the German Credit Exposures would exceed the aggregate amount of the German Commitments.

          (c) The European J.V. shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Tranche under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the European J.V. pursuant to this Section shall be irrevocable; provided that a notice of termination of all the Revolving Commitments under any Tranche delivered by the European J.V. may state that such

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notice is conditioned upon the effectiveness of other credit facilities or financings, in which case such notice may be revoked by the European J.V. (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Tranche shall be permanent. Each reduction of the Commitments of any Tranche shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Tranche.

          SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Borrowing of such Borrower on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the 10th Business Day after such Swingline Loan is made; provided, however, that on each date that an ABT Borrowing is made, the Borrowers shall repay all Swingline Loans that are outstanding on the date such ABT Borrowing is made. The Borrowers will repay the principal amount of each Loan and the accrued interest thereon in the currency of such Loan.

          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made or held by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

          (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

          (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein (including any failure to record the making or repayment of any Loan) shall not in any manner affect the obligation of any Borrower to repay the Loans in accordance with the terms of this Agreement or prevent any Borrower’s obligations in respect of Loans from being discharged to the extent of amounts actually paid in respect thereof.

          (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in substantially the form set forth in Exhibit C-1 hereto, in the case of ABT Loans, or Exhibit C-2 hereto, in the case of German Loans. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be

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represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.10. [intentionally omitted]

          SECTION 2.11. Prepayment of Loans. (a) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section.

          (b) In the event and on each occasion that the sum of the Revolving Credit Exposures exceeds the total Revolving Commitments, or the sum of the Revolving Credit Exposures under any Tranche exceeds the sum of the Commitments under such Tranche, the European J.V. shall (and/or shall cause other Borrowers to) prepay Revolving Borrowings, or Revolving Borrowings of the applicable Tranche, in an aggregate amount equal to such excess, and in the event that after such prepayment of Borrowings any such excess shall remain, the European J.V. shall (and/or shall cause other Borrowers to) deposit cash in an amount equal to such excess as collateral for the reimbursement obligations of the Borrowers in respect of Letters of Credit. Any cash so deposited (and any cash previously deposited pursuant to this paragraph) with the Administrative Agent shall be held in an account over which the Administrative Agent shall have dominion and control to the exclusion of the Borrowers and their Subsidiaries, including the exclusive right of withdrawal. Other than any interest earned on the investment of such deposits, which investment shall be in Temporary Cash Investments and shall be made in the discretion of the Administrative Agent (or, at any time when no Default or Event of Default has occurred and is continuing, shall be made at the direction of the European J.V.) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Majority Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers have provided cash collateral to secure the reimbursement obligations of the Borrowers in respect of Letters of Credit, then, so long as no Event of Default shall exist, such cash collateral shall be released to the Borrowers if so requested by the European J.V. at any time if and to the extent that, after giving effect to such release, the aggregate amount of the ABT Credit Exposures would not exceed the aggregate amount of the ABT Commitments.

          (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the European J.V. shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section.

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          (d) The European J.V. shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 3:00 p.m., London time, three Business Days before the date of prepayment; provided that (i) if the Borrowers shall be required to make any prepayment hereunder by reason of Section 2.11(b), such notice shall be delivered not later than the time at which such prepayment is made and (ii) in the case of a prepayment of a Swingline Loan, such notice shall be delivered not later than 12:00 noon, London time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments under any Tranche as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing (other than pursuant to Section 2.11(b)) shall be in an amount that would be permitted in the case of an advance of a Borrowing as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

          SECTION 2.12. Fees. (a) The European J.V. agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the rate of 0.50% per annum on the daily unused amount of each Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, an ABT Commitment of a Lender shall be deemed to be used to the extent of the outstanding ABT Loans and LC Exposure of such Lender (but not the Swingline Exposure of such Lender, which shall be disregarded for such purpose prior to the acquisition by such Lender of a participation therein pursuant to Section 2.05(c)).

          (b) The European J.V. agrees to pay (i) to the Administrative Agent, for the account of each ABT Lender, a participation fee with respect to its participations in Letters of Credit, which shall accrue at the rate of 2.50% per annum on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s ABT Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between Goodyear and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during

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the period from and including the Effective Date to but excluding the later of the date the LC Commitment of such Issuing Bank is reduced to zero and the date on which there ceases to be any LC Exposure attributable to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the ABT Commitments terminate and any such fees accruing after the date on which the ABT Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days (or, in the case of Letters of Credit denominated in Pounds Sterling, 365 days) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

          (c) Goodyear agrees to pay (or to cause the European J.V. to pay) to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between Goodyear and the Administrative Agent.

          (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Banks, in the case of fees payable to them) for distribution, where applicable, to the Lenders. Fees paid shall not be refundable under any circumstances.

          SECTION 2.13. Interest. (a) The Revolving Loans comprising each Revolving Borrowing shall bear interest at the applicable Adjusted Eurocurrency Rate plus 2.50% per annum. Swingline Loans shall bear interest at the Swingline Rate plus 2.50% per annum.

          (b) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% plus the interest rate that would have applied had such amount, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods of one month’s duration.

          (c) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments of the applicable Tranche; provided that (i) interest accrued pursuant to paragraph (b) of this Section shall be payable on demand, and (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the

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principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

          (d) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest on Loans denominated in Pounds Sterling shall be computed on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Adjusted Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

          SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

     (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Eurocurrency Rate for such Interest Period; or

     (b) the Administrative Agent is advised by the Majority Lenders that the applicable Adjusted Eurocurrency Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof (an “Unavailability Notice”) to the European J.V. and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the European J.V. and the Lenders that the circumstances giving rise to such notice no longer exist, the rate of interest that shall apply to such Borrowing shall be such rate as the Administrative Agent shall determine adequately and fairly reflects the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period plus 2.50%. If an Unavailability Notice is delivered in respect of any Borrowing, the applicable Borrower may elect by notice to the Administrative Agent to revoke its request that such Borrowing be made or continued, in which event Section 2.16 shall not apply (except that Lenders shall be entitled to receive their actual out-of-pocket losses, costs and expenses, if any, in connection with such Borrowing not being made or continued).

SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

     (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Eurocurrency Rate) or any Issuing Bank; or

     (ii) impose on any Lender or any Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or

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Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) in each case by an amount deemed by such Lender or Issuing Bank, as the case may be, to be material, then the applicable Borrower (being the Borrower in respect of the affected Commitments, Loans or Letters of Credit) will pay to such Lender or such Issuing Bank such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

          (b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital requirements has had or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, in each case by an amount deemed by such Lender or such Issuing Bank to be material as a consequence of this Agreement or the Commitment of such Lender or the Loans or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time to time the applicable Borrower (being the Borrower in respect of the affected Commitments, Loans or Letters of Credit) will pay to such Lender or such Issuing Bank such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

          (c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the European J.V. The applicable Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof, unless such amount is being contested by the European J.V. in good faith.

          (d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank notifies the European J.V. of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s

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intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

          SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), or (c) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the European J.V. pursuant to Section 2.19 or the CAM Exchange, then, in any such event, the Borrower of such Loan shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency and of a comparable amount and period from other banks in the London interbank market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the European J.V. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof, unless such amount is being contested by the European J.V. in good faith.

          SECTION 2.17. Taxes. (a) Any and all payments by or on account of any obligation of any Borrower or any other Credit Party hereunder or under any other Credit Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Borrower or any other Credit Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions of such Taxes (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Issuing Bank, Swingline Lender or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made (and such Borrower or such Credit Party shall pay or Goodyear shall cause such Credit Party to pay such increased amount), (ii) such Borrower or such other Credit Party shall make such deductions and (iii) such Borrower or such other Credit Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

          (b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

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          (c) The relevant Borrower shall indemnify the Administrative Agent, each Issuing Bank, Swingline Lender and each Lender within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Issuing Bank, Swingline Lender or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of such Borrower or any other Credit Party hereunder or under any other Credit Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the European J.V. by a Lender, or Issuing Bank or the Swingline Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender or Issuing Bank or the Swingline Lender shall be conclusive absent manifest error.

          (d) Each Lender shall severally indemnify the Administrative Agent for any Taxes described in Section 2.17(a) (but, in the case of any Indemnified Taxes, only to the extent that the Borrower has not already indemnified the Administrative Agent for such Taxes and without limiting the obligation of the Borrower to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with any Credit Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant taxing or other authority. The indemnity under this Section 2.17(d) shall be paid within 10 days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

          (e) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower or any other Credit Party to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

          (f) Any Foreign Lender that is entitled to an exemption from or reduction of United States withholding tax under any treaty to which the United States is a party with respect to payments under this Agreement shall deliver to the European J.V. (with a copy to the Administrative Agent), at the time such Foreign Lender first becomes a party to this Agreement and at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the European J.V. or the Administrative Agent as will permit such payments to be made without or at a reduced rate of withholding; provided that such Foreign Lender has received written notice from the European J.V. advising it of the availability of such exemption or reduction and supplying all applicable documentation; and provided further that no such written notice shall be required with respect to any documentation necessary to comply with the applicable reporting requirements of FATCA (solely for the purposes of this Section 2.17(f), “FATCA” shall include any amendments made to

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FATCA after the date of this Agreement) or the applicable IRS Form W-8 a Foreign Lender is required to deliver to Goodyear to permit payments to be made without withholding of U.S. Federal income tax (or at a reduced rate of U.S. withholding tax). In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Upon the reasonable request of such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). Notwithstanding anything to the contrary in this Section 2.17(f), the completion, execution and submission of such documentation shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

          (g) Any Lender that is entitled to an exemption from withholding tax under the law of any jurisdiction in which a Borrower is located, or under any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the European J.V. for the account of the relevant Borrower (with a copy to the Administrative Agent), at the time such Lender first becomes a party to this Agreement and at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the European J.V. or the Administrative Agent as will permit such payments to be made without or at a reduced rate of withholding; provided that such Lender has received written notice from the European J.V. advising it of the availability of such exemption or reduction and supplying all applicable documentation.

          SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) Except as required or permitted under Section 2.06, 2.15, 2.16, 2.17, 2.19 or 9.03, each Borrowing, each payment or prepayment of principal of any Borrowing or of any LC Disbursement, each payment of interest on the Loans, each payment of fees (other than fees payable to the Issuing Banks), each reduction of the Commitments and each refinancing of any Borrowing with a Borrowing of any Type, shall be allocated pro rata among the Lenders in accordance with their respective Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans or LC Exposures). Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole Euro amount.

          (b) The relevant Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17 or otherwise) prior to 1:00 p.m., London time, on the date when due, in immediately available funds, without setoff, counterclaim or other deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest

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thereon. All such payments shall be made to the Administrative Agent to the applicable account specified by the Administrative Agent for the account of the applicable Lenders or, in any such case, to such other account as the Administrative Agent shall from time to time specify in a notice delivered to the European J.V., except payments to be made directly to an Issuing Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17, 2.19 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person in appropriate ratable shares to the appropriate recipient or recipients promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Euros, except as otherwise expressly provided. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

          (c) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

          (d) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans or participations in LC Disbursements or Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans. If any such participations are purchased pursuant to the preceding sentence and all or any portion of the payments giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest. The provisions of this paragraph shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in its Commitment or any of its Loans or participations in LC Disbursements or Swingline

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Loans to any assignee or participant, other than to the European J.V. or any Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law and under this Agreement, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

          (e) Unless the Administrative Agent shall have received notice from the European J.V. prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any Issuing Bank hereunder that the relevant Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank, and to pay interest thereon, for each day from and including the date such amount shall have been distributed to it to but excluding the date of payment to or recovery by the Administrative Agent, at a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

          (f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(d) or (e), 2.05(c), 2.06(b), 2.18(e), 9.03(c) or any other provision requiring payment by such Lender for the account of the Administrative Agent, the Swingline Lender or any Issuing Bank, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swingline Lender or such Issuing Bank to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

          SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15 or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The European J.V. hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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          (b) If any Lender requests compensation under Section 2.15, or if any Credit Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender shall become a Defaulting Lender, then the European J.V. may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the European J.V. shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee or the Borrowers, as the case may be and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. If any Lender shall become a Defaulting Lender, then the European J.V., if requested to do so by any Issuing Bank, shall use commercially reasonable efforts (which shall not include the payment of any compensation) to identify an assignee willing to purchase and assume the interests, rights and obligations of such Lender under this Agreement and to require such Lender to assign and delegate all such interests, rights and obligations to such assignee in accordance with the preceding sentence.

          SECTION 2.20. Additional Reserve Costs. (a) If and so long as any Lender is required to make special deposits with the Bank of England, to maintain reserve asset ratios or to pay fees, in each case in respect of such Lender’s Loans, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Loans, additional interest on such Loans at a rate per annum equal to the Mandatory Costs Rate calculated in accordance with the formula and in the manner set forth in Exhibit H hereto, provided that no Lender may request the payment of any amount under this paragraph to the extent resulting from a requirement imposed (other than as provided in Section 2.15) on such Lender by any Governmental Authority (and not on Lenders or any class of Lenders generally) in respect of a concern expressed by such Governmental Authority with such Lender specifically, including with respect to its financial health.

          (b) If and so long as any Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Mandatory Costs Rate) in respect of any of such Lender’s Loans such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Loans subject to such requirements, additional interest on such Loans at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loans, provided that no Lender may request the payment of any amount under this paragraph to the extent resulting from a requirement imposed

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(other than as provided in Section 2.15) on such Lender by any Governmental Authority (and not on Lenders or any class of Lenders generally) in respect of a concern expressed by such Governmental Authority with such Lender specifically, including with respect to its financial health.

          (c) Any additional interest owed pursuant to paragraph (a) or (b) above shall be determined by the relevant Lender, acting in good faith, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loans, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to such Lender on each date on which interest is payable for such Loans.

          SECTION 2.21. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender (with each express reference to the term “ABT Percentage” meaning, with respect to any Lender for purposes of this Section 2.21, the percentage of the ABT Commitments disregarding any Defaulting Lender’s ABT Commitment represented by such Lender’s ABT Commitment):

          (a) fees shall cease to accrue on the unfunded portion of the Commitments of such Defaulting Lender pursuant to Section 2.12(a);

          (b) the Commitments and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby;

          (c) if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:

     (i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective ABT Percentages but only to the extent the sum of all non-Defaulting Lenders’ ABT Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ ABT Commitments;

     (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the Issuing Banks only the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in

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accordance with the procedures set forth in Section 2.04(j) for so long as such LC Exposure is outstanding;

     (iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

     (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ ABT Percentages; and

     (v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all participation fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

          (d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the ABT Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.21(c), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.21(c)(i) (and such Defaulting Lender shall not participate therein).

          If (i) a Bankruptcy Event with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into arrangements with the Borrowers or such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

          In the event that the Administrative Agent, the Borrowers, the Swingline Lender and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the

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Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s ABT Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its ABT Percentage.

ARTICLE III

Representations and Warranties

          Goodyear represents and warrants to the Lenders as to itself and the Subsidiaries, the European J.V. represents and warrants to the Lenders as to itself and the J.V. Subsidiaries and each other Borrower represents and warrants to the Lenders as to itself and its subsidiaries that:

          SECTION 3.01. Organization; Powers. Goodyear and each of the other Credit Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not be reasonably likely to result in a Material Adverse Change, is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required. Each Subsidiary of Goodyear other than the Credit Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required, except for failures that, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change.

          SECTION 3.02. Authorization; Enforceability. The Transactions to be entered into by each Borrower and each other Credit Party are within such Borrower’s or such Credit Party’s powers and have been duly authorized. This Agreement has been duly executed and delivered by Goodyear and each Borrower and constitutes, and each other Credit Document to which any Credit Party is or is to be a party constitutes or, when executed and delivered by such Credit Party, will constitute, a legal, valid and binding obligation of Goodyear, such Borrower or such Credit Party, as the case may be, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

          SECTION 3.03. Governmental Approvals; No Conflicts. (a) Except to the extent that no Material Adverse Change would be materially likely to result, the Transactions (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as are required to perfect Liens created under the Security Documents and such as have been obtained or made and are in full force and effect, (ii) do not and will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Goodyear or any

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of the Subsidiaries or any order of any Governmental Authority, (iii) do not and will not violate or result in a default under any indenture, agreement or other instrument binding upon Goodyear or any of the Subsidiaries or any of their assets and (iv) do not and will not result in the creation or imposition of any Lien on any asset of Goodyear or any of the Subsidiaries, except Liens created under the Credit Documents.

          (b) The incurrence of each Loan, Letter of Credit and LC Disbursement, each Guarantee thereof under the Credit Documents and each Lien securing any of the Obligations, is permitted under each indenture or other agreement governing any Senior Subordinated-Lien Indebtedness in effect at the time of such incurrence.

          SECTION 3.04. Financial Statements; No Material Adverse Change. (a) The European J.V. has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2010, reported on by PricewaterhouseCoopers LLP, independent registered accounting firm. Goodyear has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2010, reported on by PricewaterhouseCoopers LLP, independent registered accounting firm. Such financial statements of the European J.V. and Goodyear present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the European J.V. and its Consolidated Subsidiaries and Goodyear and its Consolidated Subsidiaries, respectively, as of such dates and for such fiscal year in accordance with GAAP.

          (b) Except as disclosed in the Disclosure Documents, since December 31, 2010, there has been no event or condition that constitutes or would be materially likely to result in a Material Adverse Change, it being agreed that a reduction in any rating relating to Goodyear issued by any rating agency shall not, in and of itself, be an event or condition that constitutes or would be materially likely to result in a Material Adverse Change (but that events or conditions underlying or resulting from any such reduction may constitute or be materially likely to result in a Material Adverse Change).

          (c) Except as disclosed in the Disclosure Documents, since December 31, 2010, there has been no event or condition that constitutes or would be materially likely to result in a material adverse change in or effect on the business, operations, properties, assets or financial condition (including as a result of the effects of any contingent liabilities thereon) of the European J.V. and the J.V. Subsidiaries, taken as a whole.

          SECTION 3.05. Litigation and Environmental Matters. (a) Except as set forth in the Disclosure Documents, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending or, to the knowledge of Goodyear, threatened against or affecting Goodyear or any of the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that if adversely determined would be materially likely, individually or in the aggregate, to result in a Material Adverse Change or (ii) as of the Effective Date, that involve the Credit Documents or the Transactions.

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          (b) Except as set forth in the Disclosure Documents, and except with respect to matters that, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change, neither Goodyear nor any of the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

          SECTION 3.06. Compliance with Laws and Agreements. Each of Goodyear and the Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to be in compliance, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change. No Event of Default has occurred and is continuing.

          SECTION 3.07. Investment Company Status. Neither Goodyear nor any of the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

          SECTION 3.08. ERISA. Except as disclosed in the Disclosure Documents, no ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events that have occurred or are reasonably expected to occur, would be materially likely to result in a Material Adverse Change.

          SECTION 3.09. Disclosure. None of the reports, financial statements, certificates or other written information referred to in Section 3.04 or delivered after the date hereof by or on behalf of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to Section 5.01 (taken together with all other information so furnished and as modified or supplemented by other information so furnished) contained or will contain, in each case as of the date delivered, any material misstatement of fact or omitted or will omit to state in each case as of the date delivered, any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information or other forward looking information, Goodyear, the European J.V. and the other Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

          SECTION 3.10. Subsidiaries. Schedule 3.10 sets forth (a) the name and jurisdiction of organization of, and the ownership interest of the European J.V. and its Subsidiaries in, each J.V. Subsidiary, and (b) identifies each J.V. Subsidiary that is a Principal European Subsidiary or a J.V. Loan Party or both, in each case as of the Effective Date. Each J.V. Subsidiary with Total Assets greater than $10,000,000 as of December 31, 2010, is set forth on Schedule 4.01(i).

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          SECTION 3.11. Security Interests. (a) The existing Security Agreements and the Security Agreements executed and delivered on the Effective Date, together with (i) the actions taken on the Effective Date pursuant to Section 4.01 and (ii) the actions required to be taken after the Effective Date pursuant to Annex I to the Disclosure Letter will, subject only to filings and similar actions that may be taken by the Collateral Agent without the delivery of any further documents or the taking of any further actions by any Credit Party, be effective under applicable law to create or continue in favor of the Collateral Agent for the benefit of the Secured Parties (or in favor of the Secured Parties, as the case may be), to the extent contemplated by the Security Agreements, a valid and enforceable security interest in all the Applicable Assets of each Grantor (other than Consent Assets of the J.V. Subsidiaries). The exclusion of the Consent Assets of the J.V. Subsidiaries from the Collateral does not materially reduce the aggregate value of the Collateral.

          (b) None of the written information relating to the Collateral delivered by or on behalf of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to any provision of any Credit Document is or will be incorrect when delivered in any respect material to the rights or interests of the Lenders under the Credit Documents.

          SECTION 3.12. Use of Proceeds. The proceeds of the Loans and the Letters of Credit will be used only for the purposes referred to in the preamble to this Agreement. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

ARTICLE IV

Conditions

          SECTION 4.01. Effective Date. The amendment and restatement of this Agreement in the form hereof shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02).

     (a) The Administrative Agent (or its counsel) shall have received from Goodyear, each Borrower, the Administrative Agent, the Collateral Agent, the Issuing Banks, and each Lender either (i) counterparts of the Amendment and Restatement Agreement signed on behalf of each such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Amendment and Restatement Agreement) that each such party has signed a counterpart of the Amendment and Restatement Agreement, and from each Revolving Lender under the Existing Credit Agreement either (i) counterparts of the Master Assignment Agreement signed on behalf of each such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page

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of the Master Assignment Agreement) that each such party has signed a counterpart of the Master Assignment Agreement.

     (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Covington & Burling LLP, counsel for Goodyear, substantially in the form of Exhibit E-1, (ii) the General Counsel, the Associate General Counsel or an Assistant General Counsel of Goodyear, substantially in the form of Exhibit E-2, and (iii) each of the counsel set forth in Schedule 4.01(b), in each case in a form satisfactory to the Administrative Agent, and, in the case of each opinion referred to in this paragraph (b), covering such other matters relating to the Credit Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall reasonably request.

     (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization by the Credit Parties of the Transactions and any other legal matters relating to Goodyear, the Borrowers, the other Credit Parties, the Credit Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

     (d) The representations and warranties set forth in Article III shall be true and correct in all material respects on the Effective Date and the Administrative Agent shall have received a certificate signed by a Financial Officer of each of Goodyear and the European J.V. to that effect.

     (e) Goodyear, the Borrowers and the other Credit Parties shall be in compliance with all the terms and provisions set forth herein and in the other Credit Documents in all material respects on their part to be observed or performed, and at the time of and immediately after the Effective Date, no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate signed by a Financial Officer of each of Goodyear and the European J.V. to that effect.

     (f) The Administrative Agent shall have received all fees and other amounts due and payable or accrued on or prior to the Effective Date hereunder or under the Existing Credit Agreement, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the European J.V. or Goodyear hereunder.

     (g) [intentionally omitted].

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     (h) The Lenders shall have received the financial statements and opinions referred to in Section 3.04.

     (i) All outstanding Capital Stock of any J.V. Subsidiary directly owned by any Grantor at such time (other than Capital Stock in any Subsidiary with Total Assets not greater than $10,000,000 as of December 31, 2010), which J.V. Subsidiaries are set forth on Schedule 4.01(i), shall have been pledged or otherwise encumbered pursuant to Security Agreements to secure the Applicable Secured Obligations of such Grantor.

     (j) All Security Agreements referred to in the final closing checklist distributed by counsel for the Agents prior to the execution of this Agreement shall have been executed and delivered by the parties thereto, all other actions referred to in such closing checklist shall have been taken, and the Collateral Agent shall have received all documents referred to in such closing checklist.

          The collateral requirements set forth above in this Section 4.01 are subject to any modifications thereto that the Administrative Agent and Goodyear may agree upon in light of general statutory limitations, “thin capitalization” rules, corporate interest or similar principles or applicable laws or regulations. In addition, the Collateral Agent may enter into agreements with the European J.V. to grant extensions of time for the creation or perfection of security interests in or the delivery of surveys, title insurance, legal opinions or other documents with respect to particular assets (including extensions beyond the Effective Date for the creation and perfection of security interests in the assets of the Grantors on such date) where it determines that creation or perfection cannot be accomplished or such documents cannot be delivered without undue effort or expense by the Effective Date or any later date on which they are required to be accomplished or delivered under this Agreement or the Security Documents. Any failure of the European J.V. to satisfy a requirement of any such agreement by the date specified therein (or any later date to which the Collateral Agent may agree) shall constitute a breach of the provision of this Agreement or the Security Document under which the original requirement was applicable. Without limiting the foregoing, it is anticipated that the actions listed on Annex I to the Disclosure Letter will not have been completed by the Effective Date, and the European J.V. covenants and agrees that each of such actions will be completed by the date specified for such action in such Annex I (or any later date to which the Collateral Agent may agree) and that the European J.V. will comply with all of the undertakings set forth in such Annex I.

          The Loans made, the application of the proceeds thereof and the termination of existing Indebtedness on the Effective Date shall be deemed to occur as set forth in the Amendment and Restatement Agreement.

          The Administrative Agent shall notify the European J.V. and the Lenders of the Effective Date in writing, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each

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of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., London time, on May 3, 2011 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

          SECTION 4.02. Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a conversion or continuation of an outstanding Borrowing and other than a Swingline Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e)) and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit), shall be subject to the satisfaction of the following conditions:

     (i) The representations and warranties of Goodyear, the European J.V. and each other Borrower set forth in this Agreement and of each J.V Loan Party in the other Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all respects material to the rights or interests of the Lenders or the Issuing Banks under the Credit Documents on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

     (ii) At the time of and immediately after giving effect to such Borrowing no Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or (b) shall have occurred and be continuing.

          (b) The obligation of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e) shall be subject to the satisfaction of the condition that at the time of and immediately after giving effect to such Borrowing, no Event of Default shall have occurred and be continuing.

          (c) Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Goodyear, the European J.V. and each other Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of subsection (a) above or in subsection (b) above, as the case may be.

ARTICLE V

Affirmative Covenants

          Until the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC

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Disbursements shall have been reimbursed, each of Goodyear and the European J.V. and each other Borrower covenants and agrees with the Lenders that:

          SECTION 5.01. Financial Statements and Other Information. Each of Goodyear and the European J.V. will furnish to the Administrative Agent and each Lender:

     (a) as soon as available and in any event within 110 days after the end of each fiscal year, its audited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers or other independent registered accounting firm of recognized international standing (without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Goodyear and its Consolidated Subsidiaries or of the European J.V. and its Consolidated Subsidiaries, as the case may be, in accordance with GAAP consistently applied;

     (b) as soon as available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Goodyear and its Consolidated Subsidiaries or the European J.V. and its consolidated J.V. Subsidiaries, as the case may be, on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

     (c) not later than one Business Day after each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of Goodyear or the European J.V., as the case may be, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) demonstrating compliance with Section 6.09 at the end of the period to which such financial statements relate and for each applicable period then ended, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements delivered under clause (a) above (or, prior to the delivery of any such financial statements, since December 31, 2010) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

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     (d) in the case of Goodyear, promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Goodyear or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by Goodyear to its shareholders generally, as the case may be;

     (e) other than in connection with the delivery of financial statements for the fiscal period ended March 31, 2011, not later than one Business Day after each delivery of financial statements under clause (a) or (b) above, and at such other times as Goodyear may determine, a certificate of a Financial Officer of Goodyear identifying each US Subsidiary and each J.V. Subsidiary formed or acquired after the Effective Date and not previously identified in a certificate delivered pursuant to this paragraph, stating (i) whether each such US Subsidiary is a Consent Subsidiary and describing the factors that shall have led to the identification of any such US Subsidiary as a Consent Subsidiary, and (ii) whether each such J.V. Subsidiary is a Principal European Subsidiary and, if so, whether such Principal European Subsidiary is a Consent Subsidiary and describing the factors that shall have led to the identification of any such Principal European Subsidiary as a Consent Subsidiary;

     (f) from time to time, all information and documentation required to be delivered under any provision of any Security Agreement and each year, at the time of delivery of annual financial statements under Section 5.01(a), a certificate executed on behalf of the European J.V. by a Financial Officer and the chief legal officer of the European J.V. setting forth information sufficient to enable the Lenders to determine whether the requirements of Section 5.08 have been met at such time;

     (g) other than in connection with the delivery of financial statements for the fiscal period ended March 31, 2011, not later than one Business Day after each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of each of Goodyear and the European J.V. certifying that the requirements of Section 5.08 have been satisfied in all material respects;

     (h) promptly upon becoming available, quarterly and annual financial statements for GDTG prepared in the ordinary course of business; and

     (i) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Goodyear, the European J.V. or any other Subsidiary, or compliance with the terms of this Agreement or the other Credit Documents, or the perfection of the security interests created by the Security Documents, as the Administrative Agent or any Lender may reasonably request.

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Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the SEC at http://www.sec.gov; provided that Goodyear shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

          SECTION 5.02. Notices of Defaults. Goodyear will furnish to the Administrative Agent, each Issuing Bank and each Lender prompt written notice of the occurrence of any Default, together with a statement of a Financial Officer or other executive officer of Goodyear setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

          SECTION 5.03. Existence; Conduct of Business. Each of Goodyear and the European J.V. and each other Borrower will, and will cause each of its respective Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except to the extent that failures to keep in effect such rights, licenses, permits, privileges and franchises would not be materially likely, individually or in the aggregate for all such failures, to result in a Material Adverse Change; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.08.

          SECTION 5.04. Maintenance of Properties. Each of Goodyear and the European J.V. and each other Borrower will, and will cause each of its respective Subsidiaries to, keep and maintain all its property in good working order and condition, ordinary wear and tear excepted, except to the extent any failure to do so would not, individually or in the aggregate, be materially likely to result in a Material Adverse Change (it being understood that the foregoing shall not prohibit any sale of any assets permitted by Section 6.04) .

          SECTION 5.05. Books and Records; Inspection and Audit Rights. Each of Goodyear and the European J.V. and each other Borrower will, and will cause each of its respective Subsidiaries to, keep books of record and account sufficient to enable each of Goodyear and the European J.V. to prepare the financial statements and other information required to be delivered under Section 5.01. Each of Goodyear, the European J.V. and each other Borrower will, and will cause each of its respective Subsidiaries to, permit any representatives designated by the Administrative Agent (or by any Lender acting through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties (accompanied by a representative of Goodyear or the European J.V.) and to discuss its affairs, finances and condition with its officers, all at such reasonable times and as often as reasonably requested.

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          SECTION 5.06. Compliance with Laws. Each of Goodyear and the European J.V. and each other Borrower will, and will cause each of its respective Subsidiaries to, comply with all laws, including Environmental Laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change.

          SECTION 5.07. Insurance. Each of Goodyear and the European J.V. and each other Borrower will, and will cause each of its respective Subsidiaries to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customary among companies of established reputation engaged in the same or similar businesses and operating in the same or similar locations, except to the extent the failure to do so would not be materially likely to result in a Material Adverse Change. Goodyear will furnish to the Administrative Agent or any Lender, upon request, information in reasonable detail as to the insurance so maintained.

          SECTION 5.08. Guarantees and Collateral. (a) In the event that there shall at any time exist any Principal European Subsidiary (other than a Consent Subsidiary) or any US Subsidiary (other than an Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and Collateral Agreement, Goodyear will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, deliver to the Collateral Agent such information as the Collateral Agent shall have reasonably requested and a supplement to the Guarantee and Collateral Agreement, in substantially the form specified therein, duly executed and delivered on behalf of such Principal European Subsidiary or US Subsidiary, as the case may be, pursuant to which such Principal European Subsidiary or such US Subsidiary, as the case may be, will become a party to the Guarantee and Collateral Agreement and, in the case of a Principal European Subsidiary, a European Facilities Guarantor and European Facilities Grantor, or in the case of such US Subsidiary, a US Guarantor, in each case as defined in the Guarantee and Collateral Agreement; provided that if a Financial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined (i) based upon the advice of French counsel, that the corporate benefit principles or other applicable law of the Republic of France would prohibit any Principal European Subsidiary organized under the laws of the Republic of France from duly authorizing a Guarantee of any of the Obligations, or (ii) based upon the advice of German counsel, that the applicable law of Germany would prohibit any Principal European Subsidiary formed or acquired after the Effective Date and organized under the laws of the Germany from duly authorizing a Guarantee of any of the Obligations, such Principal European Subsidiary shall not be required to become a party to the Guarantee and Collateral Agreement. Notwithstanding the foregoing, no Subsidiary will be required to take any action pursuant to this paragraph (a) if (i) such Subsidiary shall have received an opinion of counsel in the applicable jurisdiction that, under circumstances referred to in such opinion, such action would subject its officers or directors to a material risk of personal liability and (ii) there shall be a material risk that the circumstances referred to in such opinion will occur.

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          (b) In the event that any Grantor shall at any time directly own any Capital Stock of any J.V. Subsidiary (in each case other than (i) Capital Stock in any Subsidiary with Total Assets not greater than $10,000,000 as of December 31, 2010, or if later, 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), (ii) Capital Stock in any Excluded Subsidiary or Consent Subsidiary and (iii) Capital Stock already pledged in accordance with this paragraph or Section 4.01), Goodyear will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Capital Stock to be pledged under a Security Agreement and, to the extent that the Collateral Agent determines that possession of any certificates representing any such Capital Stock would provide any benefit in respect of priority or otherwise under applicable law and requests delivery, cause to be delivered to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, that no Grantor shall be required to pledge any Capital Stock in any Subsidiary organized under the laws of a jurisdiction other than the Federal Republic of Germany, the Netherlands, Luxembourg, the Republic of France, the United Kingdom or the Republic of Slovenia if a Financial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined, on the basis of reasonable inquiries in the jurisdiction of such Person, that such pledge would affect materially and adversely the ability of such Person to conduct its business in such jurisdiction. In the event that the tire manufacturing facilities of SAVA shall at any time be held by any Person other than SAVA, all the Capital Stock in such other Person shall be pledged under a Security Agreement.

          (c) In the event that:

     (A) any Grantor shall at any time own any Applicable Assets (other than Consent Assets and Applicable Assets already pledged, mortgaged or otherwise encumbered pursuant to any Security Agreement) consisting of real property with a book value of $10,000,000 or more, the European J.V. will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Applicable Assets to be mortgaged or otherwise encumbered pursuant to one or more Security Agreements reasonably acceptable to the Collateral Agent and such Grantor to secure the Applicable Secured Obligations of such Grantor.

     (B) at the end of any fiscal quarter, the Grantors, taken together, shall own any Applicable Assets or any assets that would be Applicable Assets if held by another Grantor (other than Consent Assets, Capital Stock in Subsidiaries and Applicable Assets already pledged, mortgaged or otherwise encumbered pursuant to any Security Agreement to secure the Applicable Secured Obligations of the respective Grantors), with an aggregate book value greater than $50,000,000 that shall not have been pledged, mortgaged or otherwise encumbered pursuant to the Security Agreements to secure the Applicable Secured Obligations of the respective Grantors, the European J.V. will, promptly after the delivery of financial statements under Section 5.01(a) or (b) with respect to such fiscal

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quarter, notify the Collateral Agent and will, within 30 days, (or such longer period as may be reasonable under the circumstances) after such notification, cause such Applicable Assets (other than assets that in the aggregate are not material) to be pledged, mortgaged or otherwise encumbered by the Grantors pursuant to one or more Security Agreements reasonably acceptable to the Collateral Agent and each applicable Grantor to secure the Applicable Secured Obligations of the respective Grantors; or

     (C) any Grantors, taken together, shall transfer the ownership of any assets that for such Grantors are Applicable Assets (other than (i) Consent Assets, (ii) any transfer of inventory in the ordinary course of business in connection with the sale thereof to be held on a short-term basis by the transferee and (iii) any transfer in the ordinary course of business of cash or other financial assets) to one or more J.V. Subsidiaries for which such assets are not Applicable Assets with an aggregate book value greater than $30,000,000, the European J.V. will, as soon as practicable in advance of such transfer (but in any event promptly following the occurrence of such transfer if prior notice is not practicable), notify the Collateral Agent and will, within 30 days, (or such longer period as may be reasonable under the circumstances) after such notification, cause such Applicable Assets (other than assets that in the aggregate are not material) to be pledged, mortgaged or otherwise encumbered by such J.V. Subsidiary or J.V. Subsidiaries pursuant to one or more Security Agreements reasonably acceptable to the Collateral Agent and each applicable J.V. Subsidiary to secure, in the case of each such asset, the Applicable Secured Obligations of the Grantor that transferred such asset to such J.V. Subsidiary;

provided, that if a Financial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined (i) based upon the advice of French counsel, that the corporate benefit principles or other applicable law of the Republic of France would prohibit any Principal European Subsidiary organized under the laws of the Republic of France from duly authorizing the creation or perfection of any such security interest, or (ii) based upon the advice of German counsel, that the applicable law of Germany would prohibit any Principal European Subsidiary formed or acquired after the Effective Date and organized under the laws of the Germany from duly authorizing the creation or perfection of any such security interest, such Principal European Subsidiary shall not be required to create or perfect such security interest. Notwithstanding the foregoing, no J.V. Subsidiary will be required to take any action pursuant to this paragraph (c) with respect to any asset (other than Capital Stock, any other asset subject to the Lien of any Security Document pledging Capital Stock as of the Effective Date, or any bank account) if the perfection of a Lien on such asset is governed by the laws of a jurisdiction other than The Netherlands, the Federal Republic of Germany, Luxembourg, the Republic of France or the United Kingdom (and, for the avoidance of doubt, any such asset shall not constitute an “Applicable Asset” and shall not count toward the dollar baskets in this paragraph (c)). Notwithstanding the foregoing, no J.V. Subsidiary will be required to take any action pursuant to this paragraph (c) if (i) such J.V. Subsidiary is a Grantor and shall have received an opinion of counsel in the applicable jurisdiction that, under circumstances referred to in such opinion, such action

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would subject its officers or directors to a material risk of personal liability and there shall be a material risk that the circumstances referred to in such opinion will occur, or (ii) the total costs (including taxes) of any such action would be disproportionate to the benefit obtained by the beneficiaries of such action. In the event that any Grantor that is organized under German law as a Kommanditgesellschaft (a “KG”) shall, at any time, be party to or enter into any kind of lease arrangement pursuant to which it leases PP&E with a value of more than $10,000,000 to one of its Affiliates that is organized under German law as a Gesellschaft mit beschraenkter Haftung (a “GmbH”), such KG will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, assign all rights that it has to terminate such lease arrangement (and, if such right does not exist in such lease, amend such lease so that it shall be terminable at the election of the lessor at any time upon and during the continuance of an Event of Default) to the Collateral Agent under a Security Agreement reasonably acceptable to the Collateral Agent to secure the Applicable Secured Obligations of such Grantor.

          (d) Goodyear, the European J.V. and each other Borrower will, and will cause each of their respective Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions, as may be reasonably requested by the Collateral Agent in order to cause the security interests purported to be created by the Security Documents or required to be created under the terms of this Agreement to constitute valid security interests, perfected in accordance with this Agreement.

ARTICLE VI

Negative Covenants

          Until the Commitments shall have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each of Goodyear and the European J.V. and each other Borrower covenants and agrees with the Lenders that:

          SECTION 6.01. Limitation on Indebtedness. (a) Goodyear shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however, that Goodyear or any US Subsidiary Guarantor may Incur Indebtedness if on the date of such Incurrence and after giving effect thereto and the application of the proceeds therefrom the Consolidated Coverage Ratio would be greater than 2.0:1.0.

          (b) Notwithstanding the foregoing paragraph (a), Goodyear and its Restricted Subsidiaries may Incur the following Indebtedness:

     (1) (x) U.S. Bank Indebtedness in an aggregate principal amount not to exceed the greater of (A) $3,000,000,000, less the aggregate amount of all prepayments of principal applied to permanently reduce any such

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Indebtedness in satisfaction of Goodyear’s obligations under Section 6.04 of the Second Lien Agreement (as in effect on the date hereof), and (B) the sum of (i) 60% of the book value of the inventory of Goodyear and its Restricted Subsidiaries plus (ii) 80% of the book value of the accounts receivable of Goodyear and its Restricted Subsidiaries (other than any accounts receivable pledged, sold or otherwise transferred or encumbered by Goodyear or any Restricted Subsidiary in connection with a Qualified Receivables Transaction), in each case, as of the end of the most recent fiscal quarter for which financial statements have been filed with the SEC, and (y) European Bank Indebtedness in an aggregate principal amount not to exceed €525,000,000; provided, however, that the amount of Indebtedness that may be Incurred pursuant to this clause (1) shall be reduced by any amount of Indebtedness Incurred and then outstanding pursuant to the election provision of clause (10)(A)(ii) below;

     (2) Indebtedness of Goodyear owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by Goodyear or any Restricted Subsidiary; provided, however, that any subsequent event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to Goodyear or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the issuer thereof;

     (3) Indebtedness (A) outstanding on the Effective Date (other than the Indebtedness described in clauses (1) and (2) above and clause (12) below), and (B) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (3) (including Indebtedness that is Refinancing Indebtedness) or the foregoing paragraph (a);

     (4) (A) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by Goodyear or a Restricted Subsidiary (other than Indebtedness Incurred in contemplation of, in connection with, as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary of or was otherwise acquired by Goodyear); provided, however, that on the date that such Restricted Subsidiary is acquired by Goodyear, (i) Goodyear would have been able to Incur $1.00 of additional Indebtedness pursuant to the foregoing paragraph (a) after giving effect to the Incurrence of such Indebtedness pursuant to this clause (4) or (ii) the Consolidated Coverage Ratio immediately after giving effect to such Incurrence and acquisition would be greater than such ratio immediately prior to such transaction and (B) Refinancing Indebtedness Incurred by a

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Restricted Subsidiary in respect of Indebtedness Incurred by such Restricted Subsidiary pursuant to this clause (4);

     (5) Indebtedness (A) in respect of performance bonds, Trade Acceptances, bank guarantees, letters of credit and surety or appeal bonds entered into by Goodyear or any Restricted Subsidiary in the ordinary course of business, and (B) Hedging Obligations entered into in the ordinary course of business to hedge risks with respect to Goodyear’s or a Restricted Subsidiary’s interest rate, currency or raw materials pricing exposure and not entered into for speculative purposes;

     (6) Purchase Money Indebtedness, Capitalized Lease Obligations and Attributable Debt and Refinancing Indebtedness in respect thereof in an aggregate principal amount on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (6) and then outstanding, will not exceed the greater of (A) $600,000,000 and (B) 5.0% of Consolidated assets of Goodyear as of the end of the most recent fiscal quarter for which financial statements have been filed with the SEC; provided that the aggregate outstanding amount of Attributable Debt in respect of Sale/Leaseback Transactions involving the European J.V. or any Restricted J.V. Subsidiary shall not at any time exceed $50,000,000;

     (7) Indebtedness Incurred by a Receivables Entity in a Qualified Receivables Transaction;

     (8) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of a Financial Officer’s becoming aware of its Incurrence;

     (9) any Guarantee by Goodyear or a Restricted Subsidiary of Indebtedness or other obligations of Goodyear or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness or other obligations by Goodyear or such Restricted Subsidiary is permitted under the terms of this Agreement (other than Indebtedness Incurred pursuant to clause (4) above);

     (10) (A) Indebtedness of Foreign Restricted Subsidiaries, including Indebtedness in respect of the J.V. Notes, in an aggregate principal amount that, when added to all other Indebtedness Incurred pursuant to this clause (10)(A) and then outstanding, will not exceed (i) $1,150,000,000 plus (ii) any amount then permitted to be Incurred pursuant to clause (1) above that Goodyear instead elects to Incur pursuant to this clause (10)(A); provided that (x) the aggregate outstanding amount of Indebtedness Incurred by the European J.V. and the Restricted J.V. Subsidiaries pursuant to this clause (10)(A) (other than Indebtedness of the

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European J.V. under the J.V. Notes) shall not, taken together with the Guarantees referred to in clause (y) (but without duplication of Indebtedness and Guarantees thereof to the extent both are incurred in reliance on this clause 10(A)), at any time exceed €350,000,000, and (y) any Guarantee of Indebtedness (other than (p) any Guarantee of the Obligations or (q) any Guarantee of Indebtedness Incurred by the European J.V. and the Restricted J.V. Subsidiaries by any J.V Loan Party (other than any J.V. Loan Party organized under the laws of Germany) or by any other Restricted J.V. Subsidiary that, if it Guarantees any Indebtedness of any J.V. Loan Party in an aggregate amount for all such Guarantees in excess of €25,000,000, provides a Guarantee of the Obligations satisfactory to the Administrative Agent) provided on or after the Effective Date by the European J.V. or any Restricted J.V. Subsidiary shall be deemed to be incurred in reliance on this clause (10) and shall not, taken together with the Indebtedness referred to in clause (x) (but without duplication of Indebtedness and Guarantees thereof to the extent both are incurred in reliance on this clause 10(A)), at any time exceed €350,000,000; and

     (B) Indebtedness of Foreign Restricted Subsidiaries Incurred in connection with a Qualified Receivables Transaction in an amount not to exceed €450,000,000 at any one time outstanding;

     (11) Indebtedness constituting Secured Indebtedness or unsecured Indebtedness (in each case other than Indebtedness of the European J.V. and the Restricted J.V. Subsidiaries) in an amount not to exceed $1,300,000,000 and Refinancing Indebtedness in respect thereof;

     (12) Senior Subordinated-Lien Indebtedness and the related Guarantees by Subsidiaries of Goodyear and Refinancing Indebtedness in respect thereof; and

     (13) Indebtedness of Goodyear and the Restricted Subsidiaries in an aggregate principal amount on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (13) and then outstanding, will not exceed $150,000,000; provided that the aggregate outstanding amount of Indebtedness Incurred by the European J.V. and the Restricted J.V. Subsidiaries pursuant to this clause (13) shall not at any time exceed €50,000,000.

          (c) For purposes of determining the outstanding principal amount of any particular Indebtedness Incurred pursuant to this Section 6.01:

     (1) Outstanding Indebtedness Incurred pursuant to this Agreement, the First Lien Agreement or the Second Lien Agreement prior

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to or on the Effective Date shall be deemed to have been Incurred pursuant to clause (1) of paragraph (b) above;

     (2) Indebtedness permitted by this Section 6.01 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; and

     (3) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this Section 6.01, Goodyear, in its sole discretion, shall classify such Indebtedness (or any portion thereof) as of the time of Incurrence and will only be required to include the amount of such Indebtedness in one of such clauses (provided that any Indebtedness originally classified as Incurred pursuant to Sections 6.01(b)(2) through (b)(13) may later be reclassified as having been Incurred pursuant to Section 6.01(a) or any other of Sections 6.01(b)(2) through (b)(13) to the extent that such reclassified Indebtedness could be Incurred pursuant to Section 6.01(a) or one of Sections 6.01(b)(2) through (b)(13), as the case may be, if it were Incurred at the time of such reclassification).

          (d) For purposes of determining compliance as of any date with any dollar or Euro denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent or 6.01 Euro Equivalent, as the case may be, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to dollars or Euros, as the case may be, covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in dollars or Euros will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent or 6.01 Euro Equivalent, as appropriate, of the Indebtedness Refinanced determined on the date of the Incurrence of such Indebtedness, except to the extent that (i) such U.S. Dollar Equivalent or 6.01 Euro Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the immediately preceding sentence, and (ii) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent or 6.01 Euro Equivalent, as appropriate, of such excess will be determined on the date such Refinancing Indebtedness is Incurred. For purposes of this Section 6.01:

          “6.01 Euro Equivalent” means with respect to any monetary amount in a currency other than Euros, at any time of determination thereof, the amount of Euros obtained by converting such foreign currency involved in such computation into Euros at the spot rate for the purchase of Euros with the applicable foreign currency as published

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in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination.

          “U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than dollars, at any time for determination thereof, the amount of dollars obtained by converting such foreign currency involved in such computation into dollars at the spot rate for the purchase of dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination.

          SECTION 6.02. Limitation on Restricted Payments. (a) Goodyear shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to make any Restricted Payment if at the time Goodyear or such Restricted Subsidiary makes any Restricted Payment:

     (1) a Default will have occurred and be continuing (or would result therefrom);

     (2) Goodyear could not Incur at least $1.00 of additional Indebtedness under Section 6.01(a); or

     (3) the aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to be determined in good faith by a Financial Officer of Goodyear, whose determination will be conclusive) declared or made subsequent to the Reference Date would exceed the sum, without duplication, of:

     (i) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter immediately following the fiscal quarter during which the Reference Date occurs to the end of the most recent fiscal quarter for which financial statements have been filed with the SEC prior to the date of such Restricted Payment (or, in case such Consolidated Net Income will be a deficit, minus 100% of such deficit);

     (ii) 100% of the aggregate Net Cash Proceeds received by Goodyear from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Reference Date (other than an issuance or sale to a Subsidiary of Goodyear and other than an issuance or sale to an employee stock ownership plan or to a trust established by Goodyear or any of its Subsidiaries for the benefit of their employees) and 100% of any cash capital contribution received by Goodyear from its shareholders subsequent to the Reference Date;

     (iii) the amount by which Indebtedness of Goodyear or its Restricted Subsidiaries is reduced on Goodyear’s Consolidated

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balance sheet upon the conversion or exchange (other than by a Subsidiary of Goodyear) subsequent to the Reference Date of any Indebtedness of Goodyear or its Restricted Subsidiaries issued after the Reference Date which is convertible or exchangeable for capital stock (other than Disqualified Stock) of Goodyear (less the amount of any cash or the Fair Market Value of other property distributed by Goodyear or any Restricted Subsidiary upon such conversion or exchange); and

     (iv) an amount equal to the sum of (x) the net reduction in the Investments (other than Permitted Investments) made by Goodyear or any Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investments and proceeds representing the return of capital (excluding dividends and distributions), in each case realized by Goodyear or any Restricted Subsidiary, and (y) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to Goodyear’s Capital Stock in such Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by Goodyear or any Restricted Subsidiary in such Person or Unrestricted Subsidiary.

          (b) The provisions of Section 6.02(a) shall not prohibit the following Restricted Payments to the extent made by Goodyear or any Restricted Subsidiary other than the European J.V. or any J.V. Subsidiary:

     (1) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital Stock of Goodyear (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of Goodyear or an employee stock ownership plan or to a trust established by Goodyear or any of its Subsidiaries for the benefit of their employees to the extent such sale to such an employee stock ownership plan or trust is financed by loans from or guaranteed by Goodyear or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination) or a substantially concurrent cash capital contribution received by Goodyear from its shareholders; provided, however, that:

     (A) such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments under Section 6.02(a)(3), and

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     (B) the Net Cash Proceeds from such sale applied in the manner set forth in Section 6.02(b)(1) shall be excluded from the calculation of amounts under Section 6.02(a)(3)(ii);

     (2) any prepayment, repayment or Purchase for value of Subordinated Obligations of Goodyear or any US Subsidiary Guarantor (i) that are made by exchange for, or out of the proceeds of the sale of, other Subordinated Obligations (as defined in the First Lien Agreement and which (x) satisfy each of clauses (4) and (5) of the definition of Refinancing Indebtedness (as defined in the First Lien Agreement) in respect of the Subordinated Obligations being prepaid, repaid or Purchased and (y) may include Indebtedness Incurred under Section 6.01(a)) or the Net Cash Proceeds of a sale of Capital Stock of Goodyear; provided, in each case, that the public announcement of the launch of such prepayment, repayment or Purchase for value is made within three months of such sale of Subordinated Obligations or Capital Stock, or (ii) if, at the time thereof, Goodyear shall, on a pro forma basis after giving effect to such prepayment, repayment or Purchase for value, have $150,000,000 or more of Available Commitments (as defined in the First Lien Agreement); provided, however, that each such prepayment, repayment or Purchase for value under this paragraph (2) shall be excluded in the calculation of the amount of Restricted Payments under Section 6.02(a)(3);

     (3) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividends would have complied with this covenant; provided, however, that such dividends shall be included in the calculation of the amount of Restricted Payments under Section 6.02(a)(3);

     (4) any Purchase for value of Capital Stock of Goodyear or any of its Subsidiaries from employees, former employees, directors or former directors of Goodyear or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such Purchases for value will not exceed $10,000,000 in any calendar year; provided further, however, that any of the $10,000,000 permitted to be applied for Purchases under this Section 6.02(b)(4) in a calendar year (and not so applied) may be carried forward for use in the following two calendar years; provided further, however, that such Purchases for value shall be excluded in the calculation of the amount of Restricted Payments under Section 6.02(a)(3);

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     (5) so long as no Default has occurred and is continuing, payments of dividends on Disqualified Stock issued after the Reference Date pursuant to Section 6.01; provided, however, that such dividends shall be included in the calculation of the amount of Restricted Payments under Section 6.02(a)(3);

     (6) repurchases of Capital Stock deemed to occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options; provided, however, that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments under Section 6.02(a)(3);

     (7) so long as no Default has occurred and is continuing, any prepayment, repayment or Purchase for value of Subordinated Obligations of Goodyear and the US Subsidiary Guarantors from Net Available Cash; provided, however, that such prepayment, repayment or Purchase for value shall be excluded in the calculation of the amount of Restricted Payments under Section 6.02(a)(3);

     (8) so long as no Default has occurred and is continuing, any prepayment, repayment or Purchase for value of Subordinated Obligations of Goodyear and the US Subsidiary Guarantors from Net Available Cash (assuming for purposes of the definition of Net Available Cash as used in this clause (8) that the Specified Asset Sale was an Asset Disposition) from the Specified Asset Sale set forth in clause (i) of the definition thereof within 180 days after the receipt of such proceeds; provided, however, that such prepayment, repayment or Purchase for value shall be excluded in the calculation of the amount of Restricted Payments under Section 6.02(a)(3);

     (9) so long as no Default has occurred and is continuing, any prepayment, repayment or Purchase for value of any Indebtedness within 365 days of the Stated Maturity of such Indebtedness; provided, however, that such prepayment, repayment or Purchase for value shall be excluded in the calculation of the amount of Restricted Payments under Section 6.02(a)(3);

     (10) payments to holders of Capital Stock (or to the holders of Indebtedness that is convertible into or exchangeable for Capital Stock upon such conversion or exchange) in lieu of the issuance of fractional shares; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments under Section 6.02(a)(3);

     (11) [intentionally omitted], or

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     (12) any Restricted Payment in an amount which, when taken together with all Restricted Payments made after the Reference Date pursuant to this Section 6.02(b)(12), does not exceed $600,000,000; provided, however, that

     (A) at the time of each such Restricted Payment, no Default shall have occurred and be continuing (or result therefrom); and

     (B) such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments under Section 6.02(a)(3).

          (c) Notwithstanding any other provision of this Section 6.02, the European J.V. shall not, and Goodyear and the European J.V. shall not permit any Restricted J.V. Subsidiary, directly or indirectly, to make any Restricted Payment or Permitted J.V. Investment, except that:

     (1) the European J.V. and the Restricted J.V. Subsidiaries may make any Permitted J.V. Investment other than, at any time when a Default has occurred and is continuing (or would result therefrom), (x) an Investment in any Person other than the European J.V., a Restricted J.V. Subsidiary or any Person that will be a Restricted J.V. Subsidiary after giving effect to such Investment in reliance on clause (5) of the definition of Permitted J.V. Investment or (y) an Investment in Goodyear or any Subsidiary of Goodyear other than the European J.V. or any Restricted J.V. Subsidiary in reliance on any of clauses (5), (6) or (8) of the definition of Permitted J.V. Investment;

     (2) the European J.V. may declare and pay cash dividends ratably with respect to its Capital Stock in an aggregate amount not to exceed 100% of cumulative net income (giving effect to losses) of the European J.V. and the J.V. Subsidiaries, determined on a consolidated basis in accordance with GAAP, after January 1, 2003 (net of all such dividends paid in respect of such cumulative net income on or after January 1, 2003);

     (3) the Restricted J.V. Subsidiaries may make Restricted Payments with respect to their Equity Interests so long as such Restricted Payments are made ratably or on a basis more favorable to the European J.V. and the Restricted J.V. Subsidiaries than ratably;

     (4) the European J.V. and the Restricted J.V. Subsidiaries may make any prepayment, repayment or Purchase for value of Subordinated Obligations of the European J.V. or any Subsidiary Guarantor (i) that are made by exchange for, or out of the proceeds of the sale of, other Subordinated Obligations (which satisfy each of clauses (4), (5), (6) and (C) of the definition of Refinancing Indebtedness in respect of the

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Subordinated Obligations being prepaid, repaid or Purchased) or the Net Cash Proceeds of an equity contribution to the European J.V.; provided, in each case, that the public announcement of the launch of such prepayment, repayment or Purchase for value is made within three months of such sale of Subordinated Obligations or equity contribution;

     (5) the European J.V. and the Restricted J.V. Subsidiaries may make any prepayment, repayment or Purchase for value of any Indebtedness of the European J.V. or any Restricted J.V. Subsidiary within 365 days of the Stated Maturity of such Indebtedness;

     (6) so long as at the time such Restricted Payment is made no Default will have occurred and be continuing (or would result therefrom), the European J.V. and the Restricted J.V. Subsidiaries may make repurchases, repayments or prepayments of Indebtedness in an aggregate amount not greater than $25,000,000 in any calendar year; and

     (7) so long as at the time such Restricted Payment is made no Default will have occurred and be continuing (or would result therefrom), the European J.V. and the Restricted J.V. Subsidiaries may make repurchases, repayments or prepayments of Indebtedness of the European J.V. or any Restricted Subsidiary in an aggregate amount not greater than $100,000,000 during the term of this Agreement;

provided, however, that each Restricted Payment made under any of paragraphs (1) through (7) shall be excluded in the calculation of the amount of Restricted Payments under Section 6.02(a)(3).

          SECTION 6.03. Limitation on Restrictions on Distributions from Restricted Subsidiaries. Goodyear shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

     (1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to Goodyear;

     (2) make any loans or advances to Goodyear; or

     (3) transfer any of its property or assets to Goodyear, except:

     (A) any encumbrance or restriction pursuant to applicable law, rule, regulation or order or an agreement in effect at or entered into on the Effective Date;

     (B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by

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Goodyear (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by Goodyear) and outstanding on such date;

     (C) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in Section 6.03(3)(A) or Section 6.03(3)(B) or this Section 6.03(3)(C) or contained in any amendment to an agreement referred to in Section 6.03(3)(A) or Section 6.03(3)(B) or this Section 6.03(3)(C); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment are no less favorable in any material respect to the Lenders than the encumbrances and restrictions contained in such predecessor agreements;

     (D) in the case of Section 6.03(3), any encumbrance or restriction:

     (i) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; or

     (ii) contained in mortgages, pledges and other security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements;

     (E) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

     (F) any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; provided, however, that such restrictions apply only to such Receivables Entity;

     (G) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations

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that impose restrictions on the property purchased or leased of the nature described in Section 6.03(3);

     (H) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;

     (I) restrictions on cash or other deposits or net worth imposed by customers, suppliers or, in the ordinary course of business, other third parties; and

     (J) with respect to any Foreign Restricted Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness, or any agreement pursuant to which such Indebtedness was issued, if:

     (i) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement; or

     (ii) at the time such Indebtedness is Incurred, such encumbrance or restriction is not expected to materially affect Goodyear’s ability to make principal or interest payments on the Obligations, as determined in good faith by a Financial Officer of Goodyear, whose determination shall be conclusive.

          SECTION 6.04. Limitation on Sales of Assets and Subsidiary Stock. (a) Goodyear shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless:

     (1) Goodyear or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value of the shares and assets subject to such Asset Disposition; and

     (2) at least 75% of the consideration therefor received by Goodyear or such Restricted Subsidiary is in the form of cash or Additional Assets.

          (b) For the purposes of this covenant, the following are deemed to be cash:

     (1) the assumption of Indebtedness or other obligations of Goodyear (other than obligations in respect of Disqualified Stock of

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Goodyear) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock and Preferred Stock of a Restricted Subsidiary that is a Subsidiary Guarantor) and the release of Goodyear or such Restricted Subsidiary from all liability on such Indebtedness or obligations in connection with such Asset Disposition;

     (2) any Designated Noncash Consideration having an aggregate Fair Market Value that, when taken together with all other Designated Noncash Consideration received pursuant to this clause and then outstanding, does not exceed at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value) the greater of (1) $200,000,000 and (2) 1.5% of the total Consolidated assets of Goodyear as shown on the most recent balance sheet of Goodyear filed with the SEC;

     (3) securities, notes or similar obligations received by Goodyear or any Restricted Subsidiary from the transferee that are promptly converted by Goodyear or such Restricted Subsidiary into cash; and

     (4) Temporary Cash Investments.

          (c) Notwithstanding paragraph (a) above, the European J.V. shall not, and Goodyear and the European J.V. shall not permit any Restricted J.V. Subsidiary to, make any Asset Disposition, except:

     (1) so long as the conditions specified in paragraph (a) of this Section 6.04 are satisfied, Asset Dispositions of any Capital Stock of any Person that is not a Subsidiary;

     (2) Asset Dispositions by the European J.V. or any J.V. Subsidiary (other than Asset Dispositions of accounts receivable or inventory that are not sold in connection with the Asset Disposition of a business or line of business); provided that:

     (A) the aggregate consideration received in all Asset Dispositions made in reliance on this clause (2) does not exceed €350,000,000;

     (B) the aggregate consideration received in Asset Dispositions made in reliance on this clause (2) with respect to (A) Capital Stock of a Foreign Subsidiary pledged pursuant to the Security Documents and (B) all or substantially all of the assets of a Foreign Subsidiary whose Capital Stock is pledged pursuant to the Security Documents, does not exceed an amount equal to (x) $50,000,000 minus (y) the aggregate fair value of Capital Stock of Foreign Subsidiaries in respect of which the security interest under

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the Security Documents has been released pursuant to Section 6.04(d);

     (C) each Asset Disposition made in reliance on this clause (2) is made for fair value, as reasonably determined by Goodyear; and

     (D) except with respect to €100,000,000 (determined net of any cash or cash equivalents subsequently realized on the Asset Disposition and net of the repayment of any portion of non-cash consideration received in connection with an Asset Disposition that represented non-cash consideration in excess of 25% of the total consideration received in such Asset Disposition) of aggregate consideration for Asset Dispositions made in reliance on this clause (2), at least 75% of the consideration received in each such Asset Disposition is in the form of cash (with clause (2) of paragraph (b) being inapplicable for purposes of this clause (2)); and

     (3) so long as the conditions specified in paragraph (a) of this Section 6.04 are satisfied, sales of assets in Sale/Leaseback Transactions permitted by Section 6.07.

          (d) Upon receipt of written notice from Goodyear to the Collateral Agent, the Collateral Agent is hereby authorized and directed to release any security interest under any Security Document in any Capital Stock of any Foreign Subsidiary transferred, for tax planning or other business purposes, consistent with Goodyear’s past practices, to any Foreign Subsidiary whose Capital Stock has been pledged under any of the Security Documents if either (i) the transferor of such Capital Stock is Goodyear or a US Subsidiary and such release is required in order to obtain the desired amount of consideration from such transfer, or (ii) after giving effect to such transfer, the aggregate fair value of all such Capital Stock (other than Capital Stock transferred in a transaction described in the immediately preceding clause (i)), determined as of the date of each respective transfer, does not exceed (x) in the case of such transfers by the European J.V. and the Restricted J.V. Subsidiaries, $50,000,000, and (y) in the case of all such transfers, $250,000,000.

          SECTION 6.05. Limitation on Transactions with Affiliates. (a) Goodyear shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Goodyear (an “Affiliate Transaction”) unless such transaction is on terms:

     (1) that are no less favorable to Goodyear or such Restricted Subsidiary, as the case may be, than those that could be obtained at the

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time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate,

     (2) that, in the event such Affiliate Transaction involves an aggregate amount in excess of $25,000,000,

     (A) are set forth in writing, and

     (B) have been approved by a majority of the members of the Board of Directors having no personal stake in such Affiliate Transaction; and

     (3) that, in the event such Affiliate Transaction involves an amount in excess of $75,000,000, have been determined by a nationally recognized appraisal, accounting or investment banking firm to be fair, from a financial standpoint, to Goodyear and its Restricted Subsidiaries.

(b) The provisions of Section 6.05(a) will not prohibit:

     (1) any Restricted Payment permitted to be paid pursuant to Section 6.02;

     (2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors;

     (3) the grant of stock options or similar rights to employees and directors of Goodyear pursuant to plans approved by the Board of Directors,

     (4) loans or advances to employees in the ordinary course of business of Goodyear;

     (5) the payment of reasonable fees and compensation to, or the provision of employee benefit arrangements and indemnity for the benefit of, directors, officers and employees of Goodyear and its Restricted Subsidiaries in the ordinary course of business;

     (6) any transaction between or among any of Goodyear, any Restricted Subsidiary or any joint venture or similar entity which would constitute an Affiliate Transaction solely because Goodyear or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;

     (7) the issuance or sale of any Capital Stock (other than Disqualified Stock) of Goodyear;

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     (8) any agreement as in effect on the Effective Date described in Goodyear’s SEC filings as filed on or prior to the Effective Date, or any renewals, extensions or amendments of any such agreement (so long as such renewals, extensions or amendments are not less favorable in any material respect to Goodyear or its Restricted Subsidiaries) and the transactions evidenced thereby;

     (9) transactions with customers, clients, suppliers or purchasers or sellers of goods or services in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement which are fair to Goodyear or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management thereof, or are on terms at least as favorable as could reasonably have been obtained at such time from an unaffiliated party; or

     (10) any transaction effected as part of a Qualified Receivables Transaction.

          (c) Notwithstanding paragraphs (a) and (b) above, the European J.V. will not, nor will it permit any Restricted J.V. Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (i) transactions in the ordinary course of business that are consistent with past practices or are at prices and on terms and conditions no less favorable to the European J.V. or such Restricted J.V. Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties in the reasonable judgment of the European J.V., (ii) transactions between or among the European J.V. and the Restricted J.V. Subsidiaries not involving any other Affiliate and (iii) any Restricted Payment permitted by Section 6.02.

          SECTION 6.06. Limitation on Liens. Goodyear shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien of any nature whatsoever on any of its property or assets (including Capital Stock of a Restricted Subsidiary), whether owned at the Effective Date or thereafter acquired, securing any Indebtedness, except:

     (a) Liens to secure Indebtedness permitted pursuant to Section 6.01(b)(1);

     (b) Liens to secure Indebtedness permitted pursuant to Section 6.01(b)(12);

     (c) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or

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appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

     (d) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

     (e) Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;

     (f) Liens on assets not constituting Collateral under this Agreement which secure obligations under letters of credit, bank guarantees, Trade Acceptances or similar credit transactions or are in favor of issuers of surety or performance bonds issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit, bank guarantees, Trade Acceptances and similar credit transactions do not constitute Indebtedness;

     (g) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness for borrowed money and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

     (h) Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property of such Person (including Indebtedness Incurred under Section 6.01(b)(6)); provided, however, that the Lien may not extend to any other property (other than property related to the property being financed) owned by such Person or any of its Subsidiaries at the time the Lien is Incurred, and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

     (i) Liens existing on the Effective Date and, in the case of Goodyear, the European J.V., each J.V. Subsidiary and each other Subsidiary that is organized under the laws of the United States or Canada or any of their territories or possessions or any political subdivision thereof,

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set forth in Annex II to the Disclosure Letter; provided that (x) such Lien shall not apply to any other property or asset of Goodyear or any Restricted Subsidiary and (y) such Lien shall secure only those obligations which it secured on the Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount hereof (other than Liens referred to in the foregoing clauses (a) and (b));

     (j) Liens on property or shares of stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens do not extend to any other property owned by such Person or any of its Subsidiaries, except pursuant to after-acquired property clauses existing in the applicable agreements at the time such Person becomes a Subsidiary which do not extend to property transferred to such Person by Goodyear or a Restricted Subsidiary;

     (k) Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or any Subsidiary of such Person; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens do not extend to any other property owned by such Person or any of its Subsidiaries;

     (l) Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Restricted Subsidiary of such Person;

     (m) Liens securing Hedging Obligations so long as such Hedging Obligations are permitted to be Incurred under this Agreement;

     (n) Liens on assets not constituting Collateral under this Agreement which secure Indebtedness of any Foreign Restricted Subsidiary Incurred under Section 6.01(b)(10); provided that assets of the European J.V. and the Restricted J.V. Subsidiaries shall only secure Indebtedness of the European J.V. and the Restricted J.V. Subsidiaries and that the aggregate principal amount of Indebtedness of the European J.V. and the Restricted J.V. Subsidiaries secured by Liens Incurred in reliance on this clause (n), on clause (w) or on clause (y) shall not at any time exceed €100,000,000;

     (o) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred in the foregoing clauses (h), (i), (j) and (k); provided, however, that:

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     (1) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements, accessions, proceeds, dividends or distributions in respect thereof); and

     (2) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of:

     (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness secured by Liens described under clauses (h), (i), (j) or (k) at the time the original Lien became a permitted Lien under this Agreement; and

     (B) an amount necessary to pay any fees and expenses, including premiums, related to such Refinancings;

     (p) Liens on accounts receivables and related assets of the type specified in the definition of “Qualified Receivables Transaction” not constituting Collateral under this Agreement Incurred in connection with a Qualified Receivables Transaction;

     (q) judgment Liens not giving rise to an Event of Default so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

     (r) Liens arising from Uniform Commercial Code financing statement filings regarding leases that do not otherwise constitute Indebtedness entered into in the ordinary course of business;

     (s) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of Goodyear and its Subsidiaries;

     (t) Liens which constitute bankers’ Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with any bank or other financial institution, whether arising by operation of law or pursuant to contract;

     (u) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

     (v) Liens on specific items of inventory or other goods and related documentation (and proceeds thereof) securing reimbursement obligations in respect of trade letters of credit issued to ensure payment of the purchase price for such items of inventory or other goods;

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     (w) Liens on assets not constituting Collateral under this Agreement securing Indebtedness Incurred pursuant to Section 6.01(b)(11) or (13); provided that assets of the European J.V. and the Restricted J.V. Subsidiaries shall only secure Indebtedness of the European J.V. and the Restricted J.V. Subsidiaries and that the aggregate principal amount of Indebtedness of the European J.V. and the Restricted J.V. Subsidiaries secured by Liens Incurred in reliance on clause (n), on this clause (w) or on clause (y) shall not at any time exceed €100,000,000;

     (x) Liens on assets subject to Sale/Leaseback Transactions; provided that the aggregate outstanding Attributable Debt in respect thereof shall not at any time exceed $125,000,000; and

     (y) other Liens on assets that do not constitute Collateral to secure Indebtedness as long as the amount of outstanding Indebtedness secured by Liens Incurred pursuant to this clause (y) does not exceed 7.5% of Consolidated assets of Goodyear, as determined based on the consolidated balance sheet of Goodyear as of the end of the most recent fiscal quarter for which financial statements have been filed with the SEC; provided that assets of the European J.V. and the Restricted J.V. Subsidiaries shall only secure Indebtedness of the European J.V. and the Restricted J.V. Subsidiaries and that the aggregate principal amount of Indebtedness of the European J.V. and the Restricted J.V. Subsidiaries secured by Liens Incurred in reliance on clause (n), on clause (w) or on this clause (y) shall not at any time exceed €100,000,000; provided, however, that notwithstanding whether this clause (y) would otherwise be available to secure Indebtedness, Liens securing Indebtedness originally secured pursuant to this clause (y) may secure Refinancing Indebtedness in respect of such Indebtedness and such Refinancing Indebtedness shall be deemed to have been secured pursuant to this clause (y).

          For the avoidance of doubt, each reference in this Section or any other provision of this Agreement to “assets not constituting Collateral” (or any similar phrase) means assets that (a) are not subject to any Lien securing the Obligations and (b) are not and (absent a change in facts) will not be required under the terms of this Agreement or the Security Documents to be made subject to any Lien securing the Obligations by reason of the nature of, or the identity of the Subsidiary owning, such assets (and not as a result of the existence of any other Lien or any legal or contractual provision preventing such assets from being made subject to Liens securing the Obligations).

          SECTION 6.07. Limitation on Sale/Leaseback Transactions. Goodyear shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless:

          (a) Goodyear or such Restricted Subsidiary would be entitled to:

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     (i) Incur Indebtedness with respect to such Sale/Leaseback Transaction pursuant to Section 6.01; and

     (ii) create a Lien on such property securing such Indebtedness pursuant to Section 6.06(x) or, to the extent the assets subject to such Sale/Leaseback do not constitute Collateral under this Agreement, create a Lien on such property pursuant to the provisions of Section 6.06;

     (iii) the gross proceeds payable to Goodyear or such Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at least equal to the Fair Market Value of such property; and

     (iv) the transfer of such property is permitted by, and, if applicable, Goodyear applies the proceeds of such transaction in compliance with, Section 6.04; or

          (b) the Sale/Leaseback Transaction is with respect to all or a portion of Goodyear’s properties in Akron, Summit County, Ohio.

Notwithstanding the foregoing, the aggregate outstanding amount of Attributable Debt of the European J.V. and the Restricted J.V. Subsidiaries in respect of Sale/Leaseback Transactions shall not exceed €50,000,000.

          SECTION 6.08. Fundamental Changes. Each of Goodyear and the European J.V. and each other Borrower will not, and will not permit any of its respective Consolidated Subsidiaries to, merge into, amalgamate or consolidate with any other Person, or permit any other Person to merge into, amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) assets (including Capital Stock of Subsidiaries) constituting all or substantially all the assets of Goodyear and its Consolidated Subsidiaries, taken as a whole, or all or substantially all the assets of the European J.V. and its Consolidated Subsidiaries, taken as a whole, or, in the case of Goodyear or any Borrower, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Restricted Subsidiary that is not a J.V. Loan Party may merge into Goodyear in a transaction in which Goodyear is the surviving corporation, (ii) any Restricted Subsidiary may merge into any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary; except that (A) no US Subsidiary may merge into a Foreign Subsidiary, (B) neither the European J.V. nor any Restricted J.V. Subsidiary may merge into a Restricted Subsidiary that is not the European J.V. or a Restricted J.V. Subsidiary (other than a merger of a Restricted J.V. Subsidiary into a Restricted Subsidiary that will become a Restricted J.V. Subsidiary upon the consummation of such merger) and (C) no J.V. Loan Party may merge into a Restricted Subsidiary that is not a J.V. Loan Party (other than a Restricted Subsidiary that will become a J.V. Loan Party upon the consummation of such merger), (iii) any sale of a Restricted Subsidiary made in accordance with Section 6.04 may be effected by a merger of such Restricted Subsidiary and (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to Goodyear or to another Restricted Subsidiary;

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provided that any Investment that takes the form of a merger, amalgamation or consolidation (other than any merger, amalgamation or consolidation involving Goodyear) expressly permitted by Section 6.02 shall be permitted by this Section 6.08.

          SECTION 6.09. European J.V. Leverage Ratio. The European J.V. will not permit the ratio at the end of any fiscal quarter of (a) Consolidated Net J.V. Indebtedness at such date to (b) Consolidated European J.V. EBITDA for the period of four consecutive fiscal quarters ended at such date, to be greater than 3.00 to 1.00.

          SECTION 6.10. Sumitomo Ownership. Goodyear will not enter into any agreement, or agree to amend, modify or waive any existing agreement, between it and Sumitomo Rubber Industries or agree to amend, modify or waive any organizational document of the European J.V., if the effect thereof is to permit Sumitomo Rubber Industries to sell, transfer or otherwise dispose of any of the issued and outstanding Capital Stock of the European J.V. owned by Sumitomo Rubber Industries to any Person other than Goodyear or a Wholly Owned Subsidiary of Goodyear.

          SECTION 6.11. German Subsidiary Matters. Notwithstanding any other provision to the contrary contained in this Agreement, GDTG shall at all times hold directly (and not through subsidiaries) not less than 80% of all the PP&E of all the J.V. Subsidiaries organized under the laws of the Federal Republic of Germany as of the end of the then most recently ended period for which financial statements have been delivered under Section 5.01(a) or (b). For purposes of this Section, “PP&E” means property, plant & equipment.

ARTICLE VII

Events of Default and CAM Exchange

          SECTION 7.01. Event of Default. If any of the following events (“Events of Default”) shall occur:

     (a) any Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

     (b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section) payable under this Agreement or any other Credit Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of (i) in the case of fees and interest payable under Sections 2.12 and 2.13, respectively, five Business Days, and (ii) in the case of any other fees, interest or other amounts (other than those referred to in paragraph (a) above), five Business Days after the earlier of (A) the day on which a Financial Officer of Goodyear or the European J.V. first obtains knowledge of such failure and (B) the day on which written

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notice of such failure shall have been given to the European J.V. by the Administrative Agent or any Lender or Issuing Bank;

     (c) any representation or warranty made or deemed made by or on behalf of Goodyear or the European J.V. or any other Borrower or any J.V. Loan Party in any Credit Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect when made or deemed made in any respect material to the rights or interests of the Lenders under the Credit Documents;

     (d) Goodyear or the European J.V. or any other Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to any Borrower’s existence) or 5.08 or in Article VI;

     (e) any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in any Credit Document (other than those specified in clauses (a), (b) and (d) of this Section), and such failure shall continue unremedied for a period of 30 days after written notice thereof from the Administrative Agent to the European J.V. (which notice will be given at the request of any Lender); provided, that the failure of any Credit Party to perform any covenant, condition or agreement made in any Credit Document (other than this Agreement (except the agreements under Section 5.01(f)) shall not constitute an Event of Default unless such failure shall be (i) wilful or (ii) material to the rights or interests of the Lenders under the Credit Documents;

     (f) Goodyear or any Consolidated Subsidiary of Goodyear shall fail to make any payment of principal in respect of any Material Indebtedness at the scheduled due date thereof and such failure shall continue beyond any applicable grace period, or any event or condition occurs that results in any Material Indebtedness (other than any Qualified Receivables Transaction existing on March 31, 2003) becoming due or being required to be prepaid, repurchased, redeemed, defeased or terminated prior to its scheduled maturity (other than, in the case of any Qualified Receivables Transaction, any event or condition not caused by an act or omission of Goodyear or any Subsidiary, if Goodyear shall furnish to the Administrative Agent a certificate to the effect that after the termination of such Qualified Receivables Transaction Goodyear and the Subsidiaries that are a party thereto have sufficient liquidity to operate their businesses in the ordinary course); provided that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness in accordance with the terms and conditions of this Agreement or (ii) Material Indebtedness of any Foreign Subsidiary if Goodyear is unable, due to applicable law restricting Investments in such Foreign Subsidiary, to make an Investment in such Foreign Subsidiary to fund the payment of such Material Indebtedness;

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     (g) any event or condition occurs that continues beyond any applicable grace period and enables or permits the holder or holders of any Material Indebtedness (other than any Qualified Receivables Transaction existing on March 31, 2003) or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption, defeasance or termination thereof, prior to its scheduled maturity; provided that (i) no Event of Default shall occur under this paragraph (g) as a result of any event or condition relating to the First Lien Agreement or any Qualified Receivables Transaction, other than any default in the payment of principal or interest thereunder that does not result from a change in borrowing base eligibility criteria or reserves made by the administrative agent thereunder as to which there is good faith disagreement and (ii) this clause (g) shall not apply to (A) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness in accordance with the terms and conditions of this Agreement or (B) Material Indebtedness of any Foreign Subsidiary if Goodyear is unable, due to applicable law restricting Investments in such Foreign Subsidiary, to make an Investment in such Foreign Subsidiary to fund the payment of such Material Indebtedness;

     (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization, bankruptcy, moratorium, suspension of payment or other relief in respect of Goodyear, any Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee in bankruptcy, custodian, sequestrator, conservator or similar official for Goodyear, any Borrower or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered;

     (i) Goodyear, any Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization, bankruptcy, moratorium, suspension of payment or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee in bankruptcy, custodian, sequestrator, conservator or similar official for Goodyear, any Borrower or any Material Subsidiary or for a substantial part of its assets, (iv) make a general assignment for the benefit of creditors or (v) take any action for the purpose of effecting any of the foregoing;

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     (j) Goodyear, any Borrower or any Material Subsidiary shall admit in writing its inability or fail generally to pay its debts as they become due;

     (k) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would be materially likely to result in a Material Adverse Change;

     (l) Liens created under the Security Documents shall not be valid and perfected Liens on a material portion of the Collateral;

     (m) any Guarantee of the Obligations under the Guarantee and Collateral Agreement shall fail to be a valid, binding and enforceable Guarantee of one or more Subsidiary Guarantors where such failure would constitute or be materially likely to result in a Material Adverse Change; or

     (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to any Borrower described in clause (h) or (i) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Majority Lenders shall, by notice to the European J.V., take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments and each LC Commitment shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the European J.V. and the other Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Goodyear and each Borrower and (iii) demand cash collateral with respect to any Letter of Credit pursuant to Section 2.04(j) (it being agreed that such demand will be deemed to have been made with respect to all Letters of Credit if any Loans are declared to be due and payable as provided in the preceding clause (ii)); and in case of any event with respect to any Borrower described in clause (h) or (i) of this Section, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, and the Borrowers’ obligation to provide cash collateral for Letters of Credit shall become effective, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Goodyear and each Borrower.

          SECTION 7.02. CAM Exchange. On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each ABT Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 2.05(c)) participations in the Swingline Loans in an amount equal to such Lender’s ABT Percentage of each such Swingline Loan outstanding on such date,

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(iii) simultaneously with the automatic conversions pursuant to clause (iv) below, the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations under each Class of Loans and in respect of the LC Exposures and the Swingline Exposures such that, in lieu of the interests of each Lender in the Designated Obligations under each Class of Loans and in respect of the LC Exposures and the Swingline Exposures in which it shall participate as of such date (including the principal, interest and fee obligations of each Borrower in respect of the Loans and LC Disbursements within each such Class), such Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each Class of Loans and in respect of the LC Exposures and the Swingline Exposures (including the principal, interest and fee obligations of each Borrower in respect of the Loans and LC Disbursements within each such Class), and (iv) simultaneously with the deemed exchange of interests pursuant to clause (iii) above, the interests in the Loans to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Lenders in respect of the Designated Obligations shall accrue and be payable in Euro at the rates otherwise applicable hereunder. Each Lender, each Person acquiring a participation from any Lender as contemplated by Section 9.04, Goodyear and each Borrower hereby consents and agrees to the CAM Exchange. After the CAM Exchange Date, Goodyear, each Borrower, each Issuing Bank and each Lender agrees from time to time to execute and deliver to the Agents all such promissory notes and other instruments and documents as the Agents shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of Goodyear, any Borrower or any Issuing Bank to execute or deliver or of any Issuing Bank or Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Credit Document in respect of the Designated Obligations, and each distribution made by the Administrative Agent pursuant to any Security Document in respect of the Designated Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender on or after the CAM Exchange Date, including by way of set-off, in respect of a Designated Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.

          SECTION 7.03. Letters of Credit. (a) In the event that on the CAM Exchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed by the applicable Borrower or with the proceeds of a Borrowing, each ABT Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Euro equal to such Lender’s ABT Percentage of the Euro Equivalent of such Lender’s participation in the undrawn face amount of each Letter of Credit and (to the extent it has not already done so) such Lender’s participation in such unreimbursed LC Disbursement, as applicable,

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together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an unreimbursed LC Disbursement. The Administrative Agent shall establish a separate account (each, a “Reserve Account”) or accounts for each Lender for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The Administrative Agent shall deposit in each Lender’s Reserve Account such Lender’s CAM Percentage of the amounts received from the ABT Lenders as provided above. For the purposes of this paragraph, the Euro Equivalent of each Lender’s participation in each Letter of Credit shall be the amount in Euros determined by the Administrative Agent to be required in order for the Administrative Agent to purchase currency in the currency in which such Letter of Credit is denominated in an amount sufficient to enable it to deposit the actual amount of such participation in such undrawn Letter of Credit in such currency in such Lender’s Reserve Account. The Administrative Agent shall have sole dominion and control over each Reserve Account for the benefit of the Issuing Banks, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s Reserve Account shall be held as a reserve against the LC Exposures, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.04.

          (b) In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Administrative Agent shall, at the request of the applicable Issuing Bank, withdraw from the Reserve Account of each Lender any amounts, up to the amount of such Lender’s CAM Percentage of such drawing or payment, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to such Issuing Bank in satisfaction of the reimbursement obligations of the Lenders under Section 2.05(d) (but not of the applicable Borrower under Section 2.05(e)). In the event that any Lender shall default on its obligation to pay over any amount to the Administrative Agent as provided in this Section 7.03, the applicable Issuing Bank shall have a claim against such Lender to the same extent as if such Lender had defaulted on its obligations under Section 2.05(d), but shall have no claim against any other Lender in respect of such defaulted amount, notwithstanding the exchange of interests in the applicable Borrower’s reimbursement obligations pursuant to Section 7.02. Each other Lender shall have a claim against such defaulting Lender for any damages sustained by it as a result of such default, including, in the event that such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount.

          (c) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the Administrative Agent shall withdraw from the Reserve Account

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of each Lender the amount remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such Lender.

          (d) With the prior written approval of each applicable Issuing Bank (not to be unreasonably withheld), any Lender may withdraw the amount held in its Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be unconditionally obligated, in the event there shall subsequently be a drawing under such Letter of Credit, to pay over to the Administrative Agent, in the currency in which such drawing is denominated, for the account of the applicable Issuing Bank, on demand, its CAM Percentage of such drawing or payment.

          (e) Pending the withdrawal by any Lender of any amounts from its Reserve Account as contemplated by the above paragraphs, the Administrative Agent will, at the direction of such Lender and subject to such rules as the Administrative Agent may prescribe for the avoidance of inconvenience, invest such amounts in Temporary Cash Investments. Each Lender that has not withdrawn its amounts in its Reserve Account as provided in paragraph (d) above shall have the right, at intervals reasonably specified by the Administrative Agent, to withdraw the earnings on investments so made by the Administrative Agent with amounts in its Reserve Account and to retain such earnings for its own account.

          SECTION 7.04. Collections. If, following the occurrence and during the continuance of an Event of Default and the decision of the Required Lenders to exercise remedies under the guarantees and security documents, any proceeds are received in respect of any Guarantee of the Obligations or any Collateral securing the Obligations, in each case of any J.V. Loan Party, Goodyear or any US Subsidiary Guarantor other than the J.V. Subsidiaries organized under the laws of the Federal Republic of Germany, such proceeds shall be deposited in a collateral account in the name of and under the exclusive dominion and control of the Collateral Agent and shall be held by the Collateral Agent until such time as the Collateral Agent determines that either (i) all proceeds that are reasonably likely to be realized from GDTG and its subsidiaries organized under the laws of the Federal Republic of Germany or from their respective assets have been realized or (ii) the application of such funds held in such account to pay the Obligations shall result in the payment in full of all the Obligations, at which time such funds held in such account shall be applied as set forth in Section 5.03 of the Guarantee and Collateral Agreement.

ARTICLE VIII

The Agents

          Each of the Lenders and Issuing Banks hereby irrevocably appoints the Agents as its agents and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to the Agents by the terms hereof and of the other Credit Documents, together with such actions and powers as are reasonably incidental thereto.

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          The bank or banks serving as the Agents hereunder shall have the same rights and powers in their capacity as Lenders or Issuing Banks as any other Lender or Issuing Bank and may exercise the same as though they were not Agents, and such bank or banks and their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Goodyear or any Subsidiary or other Affiliate thereof as if they were not Agents hereunder.

          The Agents shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing (a) the Agents shall not (save as expressly set out in any Credit Document) be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agents are required to exercise in writing by the Majority Lenders, and (c) except as expressly set forth herein, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information communicated to the Agents by or relating to Goodyear or any Subsidiary. The Agents shall not be liable for any action taken or not taken by them with the consent or at the request of the Majority Lenders or the Lenders, as the case may be, or in the absence of their own gross negligence or wilful misconduct. In addition, the Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Agents by Goodyear, the European J.V. or a Lender or Issuing Bank, and the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Agents.

          The Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by them to be genuine and to have been signed or sent by the proper Person. The Agents also may rely upon any statement made to them orally or by telephone and believed by them to be made by the proper Person, and shall not incur any liability for relying thereon. The Agents may consult with legal counsel (who may be counsel for Goodyear or the European J.V.), independent accountants and other experts selected by them with reasonable care, and shall not be liable for any action taken or not taken by them in accordance with the advice of any such counsel, accountants or experts.

          The Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the Agents. The Agents and any such sub-agent may perform any and all their duties and exercise their rights and powers through their respective Affiliates. The exculpatory provisions of the

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preceding paragraphs shall apply to any such sub-agent and to the Affiliates of the Agents and any such sub-agent.

          Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time by notifying the Lenders and the European J.V. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor with the European J.V.’s written consent (which shall not be unreasonably withheld or delayed and shall not be required from the European J.V. if an Event of Default has occurred and is continuing). If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, with the European J.V.’s written consent (which shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing), appoint a successor Agent which shall be a bank or an Affiliate thereof, in each case with a net worth of at least $1,000,000,000 and an office in New York, New York. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

          Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon the Agents or any other Lender or Issuing Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Agents or any other Lender or Issuing Bank and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

          Notwithstanding any other provision contained herein, each Lender and each Issuing Bank (a) acknowledges that the Administrative Agent is not acting as an agent of Goodyear or any Borrower and that neither Goodyear nor any Borrower will be responsible for acts or failures to act on the part of the Administrative Agent and (b) exempts each Agent from the restrictions set forth in Section 181 of the German Civil Code (Burgerliches Gesetzbuch).

          Without prejudice to the provisions of this Article VIII, each Lender and Issuing Bank hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as Collateral Agent) to act as the Person holding the power of attorney (in such capacity, the “fondé de pouvoir”) of the Lenders and Issuing Banks as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties which are conferred upon the fondé de pouvoir under any hypothec. Moreover, without prejudice to such appointment and authorization to act as the Person

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          holding the power of attorney as aforesaid, each Lender and Issuing Bank hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as Collateral Agent) (in such capacity, the “Custodian”) to act as agent and custodian for and on behalf of the Lenders and the Issuing Banks to hold and to be the sole registered holder of any debenture which may be issued under any hypothec, the whole notwithstanding Section 32 of the Act respecting the special powers of legal persons (Quebec) or any other applicable law. In this respect, (i) the Custodian shall keep a record indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture and owing to each Lender and Issuing Bank, and (ii) each Lender and Issuing Bank will be entitled to the benefits of any charged property covered by any hypothec and will participate in the proceeds of realization of any such charged property, the whole in accordance with the terms hereof.

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

ARTICLE IX

Miscellaneous

          SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or e-mail, as follows:

     (i) if to Goodyear, to it at 1144 East Market Street, Akron, Ohio, 44316-0001, Attention of the Treasurer (Telecopy No. (330) 796-6502);

     (ii) if to the European J.V., to it, or if to any other Borrower to it in care of the European J.V., in each case at Goodyear Dunlop Tires Europe B.V., Park Lane Cullinganlaan 2A, 1831 Diegem, Belgium, Attention of Vice President

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Finance EMEA (Telecopy No. 0032-2-761 1879), in each case with a copy to Goodyear as described in clause (i) above and with a copy to Goodyear Dunlop Tires Operations S.A., avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg, Attention: Director, Treasury EMEA (Telecopy No. 00352 8199 2710);

     (iii) if to the Administrative Agent, to J.P. Morgan Europe Limited, 125 London Wall, London EC2Y 5AJ, Attention of SUCHI P.L. (Telecopy No. 00-44-20-7777-2360), with a copy to JPMorgan Chase Bank, N.A., 383 Madison Avenue, 24th floor, New York, NY 10179, Attention of Robert Kellas (Telecopy No. (212) 270-5100);

     (iv) if to JPMCB, as Issuing Bank, to it at JPMorgan Chase Bank, N.A., London, Chaseside-Dorset Building, Floor 1, Bournemouth BH77DA, United Kingdom, Attention of Global Trade Solutions (365/B) (Telecopy No. 44-120-2343730), with a copy to J.P. Morgan Europe Limited, 125 London Wall, London EC2Y 5AJ, Attention of SUCHI P.L. (Telecopy No. 00-44-20-7777-2360);

     (v) if to JPMCB, as Swingline Lender, to it at JPMorgan Chase Bank, N.A., London, 125 London Wall, London EC2Y 5AJ, Attention of European Loans (Telecopy No. 00-1-713-750-2129), with a copy to J.P. Morgan Europe Limited, 125 London Wall, London EC2Y 5AJ, Attention of the SUCHI P.L. (Telecopy No. 00-44-20-7777-2360);

     (vi) if to BNP, as Issuing Bank, to it at 525 Washington Boulevard, Jersey City, NJ 07310, Attention of Maria Albuquerque (Telecopy No. (201) 850-4021); and

     (vii) if to a Lender, to it at its address (or telecopy number or e-mail address) set forth in Schedule 2.01 or its Administrative Questionnaire.

          (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent, Goodyear, the European J.V. or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

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

          SECTION 9.02. Waivers; Amendments. (a) No failure or delay by any of the Agents, any Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right

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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 Agents, the Issuing Banks and the Lenders hereunder 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 Goodyear, the European J.V. or any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, 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, the making of a Loan or the issuing of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Issuing Bank or any Lender may have had notice or knowledge of such Default at the time.

          (b) Neither this Agreement nor any other Credit Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Goodyear, the Borrowers and the Majority Lenders or, in the case of any other Credit Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent or the Collateral Agent and the Credit Party or Credit Parties that are parties thereto, in each case with the consent of the Majority Lenders (except, in the case of any Security Document, as provided in the next sentence or in the last paragraph of Section 9.14); provided that no such agreement shall (i) increase the Commitment of any Lender or extend the expiration date of the Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive all or part of the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fee payable hereunder, without the prior written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or the required date of reimbursement of any LC Disbursement, or date for the payment of any interest on any Loan or any fee, or reduce the amount of, waive or excuse any such payment, without the prior written consent of each Lender adversely affected thereby, (iv) release all or substantially all the Credit Parties from their Guarantees under the Guarantee and Collateral Agreement, or release all or substantially all the Collateral from the Liens of the Security Documents, without the written consent of each Lender, (v) release any Credit Party from its Guarantee under the Guarantee and Collateral Agreement, or release any material Collateral from the Liens of the Security Documents, without the written consent of Lenders having aggregate Revolving Credit Exposures and unused Commitments representing at least a 66-2/3% of the sum of the total Revolving Credit Exposures and unused Commitments at such time, (vi) change any provision of the Guarantee and Collateral Agreement or any other Security Document to alter the amount or allocation of any payment to be made to the Secured Parties without the consent of each adversely affected Lender, (vii) change Section 2.15 in a manner that would alter the pro rata sharing of any payment without the written consent of each Lender adversely affected thereby, (viii) change any of the provisions of this Section or the definition of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, (ix) change any provision of any Credit Document in a manner that by its terms

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adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently from those holding Loans of the other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of the affected Class, or (x) change any provision of Section 2.21 or of the definition of “Bankruptcy Event”, “Defaulting Lender”, “DL Party” or “Lender parent” without the written consent of the Administrative Agent, the Swingline Lender and each Issuing Bank; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent or Issuing Bank or the Swingline Lender under any Credit Document, or any provision of any Credit Document providing for payments by or to the Administrative Agent, any Issuing Bank or the Swingline Lender (or, in the case of any Issuing Bank, any provision of Section 2.04 affecting such Issuing Bank or any provision relating to the purchase of participations in Letters of Credit, or, in the case of the Swingline Lender, any provision of Section 2.05 affecting the Swingline Lender or any provision relating to the purchase of participations in Swingline Loans), in each case without the prior written consent of such Agent or Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding the foregoing, so long as the rights or interests of any Lender shall not be adversely affected in any material respect, the Guarantee and Collateral Agreement or any other Security Document may be amended without the consent of the Majority Lenders (A) to cure any ambiguity, omission, defect or inconsistency, or (B) to provide for the addition of any assets or classes of assets to the Collateral. Any amendment, modification or waiver or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the ABT Lenders (but not the German Lenders) or the German Lenders (but not the ABT Lenders) may be effected by an agreement or agreements in writing entered into by Goodyear, the Borrowers and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Goodyear, the Borrowers, the Administrative Agent (and, if their rights or obligations are affected thereby or if their consent would be required under the preceding provisions of this paragraph, the Issuing Banks and the Swingline Lender) and the Lenders that will remain parties hereto after giving effect to such amendment if (1) by the terms of such agreement the Commitments of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (2) in connection with the effectiveness of such amendment, each Lender not consenting thereto shall receive payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement (it being understood that such non-consenting Lenders shall cease to be Lenders upon the termination of any such Commitments and the making of such payment in full).

          (c) Notwithstanding anything in paragraph (b) of this Section to the contrary, this Agreement and the other Credit Documents may be amended on one occasion to establish one or more new Classes of Revolving Commitments by converting the currency in which existing Revolving Commitments are denominated from Euros to like amounts of US Dollars (based on exchange rates prevailing at or about the date of such conversion, as determined based on a reference page to be agreed upon), by an

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agreement in writing entered into by each applicable Borrower, the Administrative Agent, the Collateral Agent and each Lender that shall agree to such conversion of all or part of its Revolving Commitment and treating such converted Revolving Commitments, as applicable, as one or more new Classes. Any such agreement shall amend the provisions of this Agreement and the other Credit Documents to set forth the terms of each Class of Revolving Commitments established thereby and to effect such other changes (including changes to the provisions of this Section, Section 2.18 and the definition of “Majority Lenders”) as the Borrowers and the Administrative Agent shall deem necessary or advisable in connection with the establishment of any such Class; provided that no such agreement shall (i) effect any change described in any of clauses (i), (ii), (iv), (v), (vi) or (viii) of paragraph (b) of this Section without the consent of each Person required to consent to such change under such clause (it being agreed, however, that any conversion of the currency in which Revolving Commitment are denominated or the establishment of any new Class of Revolving Commitments in connection therewith and the amendments in connection therewith that are referred to in this paragraph will not, of themselves, be deemed to effect any of the changes described in clauses (i) through (vii) of such paragraph (b)), (ii) amend Article V, VI or VII to establish any affirmative or negative covenant, Event of Default or remedy that by its terms benefits one or more Classes, but not all Classes, of Loans or Borrowings without the prior written consent of Lenders holding a majority in interest of the Loans and Commitments of each Class not so benefited or (iii) change any other provision of this Agreement or any other Credit Document that creates rights in favor of Lenders holding Loans or Commitments of any existing Class, other than as necessary or advisable in the judgment of the Administrative Agent to cause such provision to take into account, or to make the benefits of such provision available to, Lenders holding such new Class of Revolving Commitments. The Loans, Commitments and Borrowings of any Class established pursuant to this paragraph shall constitute Loans, Commitments and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Guarantee and Collateral Agreement and the Security Documents supporting the respective Classes of Loans of the applicable Borrower or Borrowers, as the case may be, and the European J.V. and the Borrowers shall cause the Grantors to take all such actions as shall be required to ensure that they do so benefit. At any time the Borrowers wish to establish a new Class of Revolving Commitments pursuant to this paragraph, the Borrowers shall offer each Lender the opportunity to convert its applicable Revolving Commitments. If a greater amount is tendered for conversion than the Borrowers wish to convert, the Revolving Commitments of each tendering Lender shall be accepted for conversion on a pro rata basis based on the percentage of all the applicable Revolving Commitments tendered by all Lenders represented by the amount tendered by such Lender.

          SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The European J.V. shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents, the Arrangers and their Affiliates (including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Agents and the Arrangers, and Allen & Overy and other local and foreign counsel for the Agents and the Arrangers, limited to one per jurisdiction, in connection with the Security Documents and

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the creation and perfection of the Liens created thereby and other local and foreign law matters) in connection with the arrangement and syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Agents, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans or Letter of Credit. The European J.V. shall pay all out-of-pocket expenses incurred by the Collateral Agent in connection with the creation and perfection of the security interests contemplated by this Agreement, including all filing, recording and similar fees and, as more specifically set forth above, the reasonable fees and disbursements of counsel (including local counsel in each relevant jurisdiction).

          (b) The European J.V. shall indemnify the Administrative Agent, the Arrangers, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by or asserted against any Indemnitee and arising out of (i) the execution or delivery of this Agreement or any other Credit Document or other agreement or instrument contemplated hereby, the syndication and arrangement of the credit facilities provided for herein, the performance by the parties hereto of their respective obligations or the exercise by the parties hereto of their rights hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereof (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the European J.V. or any of its Subsidiaries, or any Environmental Liability related in any way to the European J.V. or any of its Subsidiaries, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether 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 the breach by such Indemnitee of obligations set forth herein or in any other Credit Document.

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          (c) To the extent that the European J.V. fails to pay any amount required to be paid by it to any Agent, any Arranger, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, Arranger, Issuing Bank or Swingline Lender, as the case may be, such Lender’s percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on the outstanding Loans and LC Exposures and unused Commitments of such Lender and the other Lenders (or, if the Commitments of any Class shall have terminated and there shall be no outstanding Loans or LC Exposures of such Class, based on the Loans and LC Exposures and unused Commitments of such Class most recently in effect)) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, Arranger, Issuing Bank or Swingline Lender, as the case may be in its capacity as such.

          SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, the Indemnitees and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, Indemnitees, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Arrangers, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (including any CLO or other Approved Fund) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

     (A) the European J.V.; provided that no consent of the European J.V. shall be required for an assignment to a Lender, an Affiliate of a Lender, a Federal Reserve Bank or, if an Event of Default has occurred and is continuing, any other assignee; provided further that the consent of the European J.V. shall be required for an assignment by any Revolving Lender to any Person (other than a Revolving Lender or a Federal Reserve Bank);

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender, an Affiliate of a Lender, a Federal Reserve Bank or an Approved Fund; provided further that the consent of the Administrative Agent shall be required for

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an assignment by any Revolving Lender to any Person (other than a Revolving Lender or a Federal Reserve Bank); and

     (C) in the case of any assignment of an ABT Commitment or any interests in a Letter of Credit or LC Disbursement, the Swingline Lender and each Issuing Bank; provided that no consent of the Swingline Lender or any Issuing Bank shall be required for an assignment to an assignee that is a Federal Reserve Bank.

(ii) Assignments shall be subject to the following additional conditions:

     (A) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than €1,000,000 or, if smaller, the entire remaining amount of the assigning Lender’s Commitment in the applicable Class unless each of the European J.V. and the Administrative Agent shall otherwise consent, provided (i) that no such consent of the European J.V. shall be required if an Event of Default has occurred and is continuing and (ii) in the event of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, all such concurrent assignments shall be aggregated in determining compliance with this subsection;

     (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

     (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of €2,000; provided that in the event of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, only one such fee shall be payable; and

     (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

          (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including those specified under Section 9.15), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement

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(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. Each assignment hereunder shall be deemed to be an assignment of the related rights under the Guarantee and Collateral Agreement and each other applicable Security Document.

          (iv) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

          (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

          (vi) By executing and delivering an Assignment and Assumption, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Commitment and the outstanding balances of its Loans, in each case without giving effect to assignments thereof that have not become effective, are as set forth in such Assignment and Assumption; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the foregoing, or the financial condition of the Credit Parties or the performance or observance by the Credit Parties of any of their obligations under this Agreement or under any other Credit Document or any other instrument or document furnished

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pursuant hereto or thereto; (iii) each of the assignee and the assignor represents and warrants that it is legally authorized to enter into such Assignment and Assumption; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of any amendments or consents entered into prior to the date of such Assignment and Assumption and copies of the most recent financial statements delivered pursuant to Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Agents to take such action as agents on its behalf and to exercise such powers under this Agreement and the other Credit Documents as are delegated to them by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; (vii) such assignee agrees that it will not book any Loan or hold any participation in any Letter of Credit, LC Disbursement or Swingline Loan at an Austrian branch or through an Austrian Affiliate and will comply with Section 9.20 of this Agreement; and (viii) such assignee agrees that it will perform in accordance with their terms all the obligations that by the terms of this Agreement are required to be performed by it as a Lender.

          (vii) Upon any assignment pursuant to this Section 9.04(b), the European J.V. (or the Administrative Agent, at the expense of the European J.V.) shall promptly notify each Subsidiary Guarantor organized under the laws of the Republic of France of such assignment by bailiff (huissier) in accordance with Article 1690 of the French Civil Code. If such assignment is made without the European J.V.’s consent, the Administrative Agent shall provide prompt written notice of such assignment to the European J.V.

          (viii) For the purposes of Article 1278 et seq. of the French Civil Code, each party hereto agrees that upon any novation under this Section 9.04(b), the security interests created and Guarantees made pursuant to the Security Documents shall be preserved for the benefit of the assignee and the other Secured Parties.

          (ix) For the purposes of Italian law only, any assignment made under an Assignment and Assumption shall be deemed to constitute a cessione del contratto. Furthermore, the European J.V. hereby expressly consents to any assignment pursuant to this Section 9.04(b) by any Revolving Lender to any other Revolving Lender.

          (c) (i) Any Lender may, without the consent of Goodyear, the European J.V., any other Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (each a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, each Issuing Bank, the Swingline Lender and the other Lenders shall continue to deal solely and directly with

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such Lender in connection with such Lender’s rights and obligations under this Agreement. Each Lender that sells a participation pursuant to this Section 9.04(c) shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it records the name and address of each participant to which it has sold a participation and the principal amounts (and stated interest) of each such participant’s interest in the Loans or other rights and obligations of such Lender under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Loans or other rights and obligations under any Credit Document) except to the extent that such disclosure is necessary to establish that such Loan or other right or obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes under this Agreement, notwithstanding any notice to the contrary. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that affects such Participant and that, under Section 9.02, would require the consent of each affected Lender. Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(d) as though it were a Lender.

          (ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the European J.V.’s prior written consent, which consent shall specifically refer to this exception.

          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

          SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by Goodyear, the European J.V. and each other Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and

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shall survive the execution and delivery of this Agreement, the making of any Loans and the issuance of any Letter of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any 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 hereunder, and shall 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 this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit or the Commitments or the termination of this Agreement or any provision hereof.

          SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement, the other Credit Documents, the Issuing Bank Agreements and any separate letter agreements with respect to fees payable to the Administrative Agent or the Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, the amendment and restatement of this Agreement contemplated by the Amendment and Restatement Agreement shall become effective as provided in the Amendment and Restatement Agreement, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The Amendment and Restatement Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Each financial institution that shall be party to an Issuing Bank Agreement executed by the European J.V. and the Administrative Agent shall be a party to and an Issuing Bank under this Agreement, and shall have all the rights and duties of an Issuing Bank hereunder and under its Issuing Bank Agreement. Each Lender hereby authorizes the Administrative Agent to enter into Issuing Bank Agreements.

          SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. No failure to obtain any approval required for the effectiveness of any provision of this Agreement shall affect the validity or enforceability of any other provision of this Agreement.

          SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing and the Loans shall have become due and payable pursuant to Article VII, each Lender, each Issuing Bank and each Affiliate of any of the foregoing 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,

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provisional or final) at any time held and other obligations at any time owing by such Lender, Issuing Bank or Affiliate to or for the credit or the account of any Borrower against any of and all the obligations of such Borrower now or hereafter existing under this Agreement held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each of the Lenders and the Issuing Banks under this Section are in addition to other rights and remedies (including other rights of setoff) which such Person may have.

          SECTION 9.09. 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) Goodyear, the European J.V. and each other Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction.

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

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

          SECTION 9.10. 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH

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PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 9.11. 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 shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

          SECTION 9.12. Confidentiality. Each of the Agents, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors who have been informed of the confidential nature of such Information and instructed to keep such Information confidential, (b) to the extent requested by any regulatory or self-regulatory authority (including the NAIC), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) to the extent necessary or advisable in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Goodyear or any Borrower and its obligations, (g) with the written consent of Goodyear or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than Goodyear. For the purposes of this Section, “Information” means all information received from Goodyear or Persons acting on its behalf relating to Goodyear or its business, other than any such information that is available to any Agent, any Issuing Bank or any Lender prior to disclosure by Goodyear on a nonconfidential basis from a source other than Goodyear that is not known by the recipient to be bound by a confidentiality agreement or other obligation of confidentiality with respect to such information.

          SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and

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Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Alternate Base Rate to the date of repayment, shall have been received by such Lender.

          SECTION 9.14. Security Documents. (a) Each Secured Party hereby authorizes and directs the Collateral Agent to execute and deliver each Security Document. Each Lender, by executing and delivering this Agreement, acknowledges receipt of a copy of the Guarantee and Collateral Agreement and approves and agrees to be bound by and to act in accordance with the terms and conditions of the Guarantee and Collateral Agreement and each other Security Document, specifically including, without limitation, (i) the provisions of Section 5.03 of the Guarantee and Collateral Agreement (governing the distribution of proceeds realized from the exercise of remedies under the Security Documents), (ii) the provisions of Article VI of the Guarantee and Collateral Agreement (governing the manner in which the amounts of the Obligations (as defined in the Guarantee and Collateral Agreement) are to be determined at any time), (iii) the provisions of Articles VIII and IX of the Guarantee and Collateral Agreement (relating to the duties and responsibilities of the Collateral Agent and providing for the indemnification and the reimbursement of expenses of the Collateral Agent by the Lenders), and (iv) the provisions of Section 11.13 of the Guarantee and Collateral Agreement (providing for releases of Guarantees of and Collateral securing the Obligations). Each party hereto further agrees that the parties to the other Security Documents shall perform their obligations thereunder in accordance with the foregoing provisions of the Guarantee and Collateral Agreement.

          (b) In addition, each Lender and Issuing Bank hereby consents to, and directs the Administrative Agent and the Collateral Agent on its behalf to enter into, any amendment of the Credit Documents that provides for the Collateral to secure, with a priority not greater than that of the Liens securing the Obligations, Swap Agreements entered into with any Lender or with any lender under any Credit Facilities Agreement and any refinancings thereof and for Guarantees by the Guarantors of such Swap Agreements, provided that the applicable approvals for such amendments have been obtained under each applicable Credit Facilities Agreement (other than this Agreement) and the documentation governing any such refinancing.

          (c) In case of any transfer of all or any part of the rights and obligations of any Secured Party on the Effective Date or at any other time under the Credit Agreement or the Guarantee and Collateral Agreement, including of the Applicable Secured Obligations, the guarantees and security interests under the Security Documents will remain in full force and effect for the benefit of any successors, assignees/transferees of the respective Secured Party and the other Secured Parties (including, but not limited to, for the benefit of Article 1134 of the Romanian Civil Code).

          SECTION 9.15. Collateral Agent as Joint and Several Creditor. (a) Each Secured Party and each Credit Party agrees that the Collateral Agent shall be the joint and

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several creditor (together with the relevant other Secured Parties) of each and every payment obligation of each Credit Party towards each of the Secured Parties under the Credit Documents or, to the extent included in the Obligations, under any Swap Agreement or arising out of or in connection with cash management or other similar services provided by any Secured Party and that accordingly the Collateral Agent will have its own independent rights to demand from each Credit Party in satisfaction of those obligations and shall hold any security interest created pursuant to any Security Document to secure those obligations in its own name, and not solely as agent or mandatory (lasthebber) for the Secured Parties, with full and unrestricted entitlement to and authority in respect of such security interest; provided that it is expressly acknowledged that any discharge of any payment obligation to either of the Collateral Agent or the relevant Secured Parties shall to the same extent discharge the corresponding obligation owing to the other.

          (b) Without limiting or affecting the Collateral Agent’s rights against each Credit Party (whether under this Section 9.15 or on any other provisions of the Credit Documents), the Collateral Agent agrees with each Secured Party that it will not exercise its right as joint and several creditor with such Secured Party except with the prior written consent of such Secured Party; provided, however, that for the avoidance of doubt, nothing in this sentence in any way limits the Collateral Agent’s rights to act in the protection or preservation of rights under or to enforce any Security Document as contemplated by this Agreement and the relevant Security Documents. Any amounts recovered by the Collateral Agent as a result of the operation of this Section 9.15 shall be held for the benefit of the applicable Secured Party or Secured Parties to be applied in accordance with the provisions hereof and of the Security Documents.

          SECTION 9.16. Conversion of Currencies. (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

          (b) The obligations of Goodyear or any Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, each of Goodyear and each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of Goodyear and

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the Borrowers contained in this Section 9.15 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

          SECTION 9.17. Dutch Act on Financial Supervision. (a) On the date of this Agreement (i) if the European J.V. is a credit institution (kredietinstelling) under the Dutch Act on Financial Supervision, it is in compliance with the applicable provisions of the Dutch Act on Financial Supervision; and (ii) each Person which is a Lender under this Agreement, including after giving effect to the assignments made pursuant to Section 4(iii) of the Amendment and Restatement Agreement, is either (A) a Professional Market Party under the Dutch Act on Financial Supervision or (B) exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (besloten kring) with the European J.V.

          (b) At the time of each assignment under Section 9.04, if at the time thereof it is a requirement of Dutch law, the assignee shall be a Professional Market Party. If on the date of an assignment, it is a requirement of Dutch law that a assignee must be a Professional Market Party, the European J.V. must make the representation that it has verified the status of each person which is a Lender under this Agreement either as (i) a Professional Market Party under the Dutch Act on Financial Supervision; or (ii) exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (besloten kring) with the European J.V. On the date that an assignee becomes party to this Agreement as a Lender that Lender hereby represents and warrants that on that date it is either (A) a Professional Market Party under the Dutch Act on Financial Supervision; or (B) exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (besloten kring) with the European J.V., as evidenced by a verification letter delivered to the European J.V. in substantially the form attached hereto as Exhibit F.

          (c) For purposes of this Section 9.17:

     (i) “Professional Market Party” means a professional market party (professionele marktpartij) under the Dutch Act on Financial Supervision (“AFS”). In accordance with article 1:1 AFS the following categories qualify as a professional market party:

(a)	a Qualified Investor as defined in article 1:1 AFS;
(b)	a subsidiary of any of the persons or entities referred to under (a) above provided that such a subsidiary is subject to consolidated supervision;
(c)	legal entities or companies whose balance sheet, before the repayable funds are made available, amounts to €500,000,000 or more (or equivalent thereof in another currency);
(d)	individuals or companies with a net equity capital, before the repayable funds are made available, of at least €10,000,000 (or the equivalent thereof in another currency) and who has been active in

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	the financial markets with an average of twice a month over a period of at least two consecutive years before the repayable funds are made available;
(e)	legal entities or companies which have been rated by a professional credit rating agency that in the opinion of the Dutch Central Bank has sufficient expertise, or which issues securities or attract repayable funds on the basis of loan agreements that have been rated by a professional credit rating agency that in the opinion of the Dutch Central Bank has sufficient expertise;
(f)	legal entities or companies that are established especially:

(i)	to perform transactions to obtain claims that serve as collateral for securities that have been offered or are to be offered;
(ii)	to perform transactions involving investments in sub-participation interests or derived instruments for transferring credit risks, which transactions may be settled by transferring the claims to the aforementioned legal entity or company, whereby the rights accruing to them from the sub-participating interests or from the derivative instruments will serve as collateral for securities offered or to be offered;
(iii)	to extend credit grants for the exclusive benefit of one or more professional market parties as referred to under (a) and (b) above;

(g) individuals or companies from which repayable funds are obtained and if;

(i)	the nominal value of the first claim (or joint claims ) is at least €50,000 (or equivalent thereof in another currency) and payable as a lump sum; or
(ii)	the first claim (or joint claims) is only obtainable by an amount of at least €50,000 (or equivalent thereof in another currency) and payable as a lump sum.

     (ii) “Qualified Investor” means a qualified investor (gekwalificeerde belegger) under the AFS. In accordance with article 1:1 AFS the following categories qualify as a qualified investor a “Qualified Investor” is:

(a) a legal entity or a company that holds a license or is otherwise regulated to be active in the financial markets;

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(b)	a legal entity or company that does not hold a license or is not otherwise regulated to be active in the financial markets and of whose only purpose is investing in securities;
(c)	a national or regional government body, central bank, international or supranational financial organizations or other similar international institutions;
(d)	a legal entity or a company that, according to its last annual or consolidated accounts, meets at least two of the following three criteria;

(A)	an average number of employees during the financial year of at least 250;
(B)	a total balance sheet of more than €43,000,000 (or equivalent thereof in another currency);
(C)	an annual net turnover of more than €50,000,000 (or equivalent thereof in another currency).

(e)	a legal entity or a company with its statutory seat in the Netherlands, other than a legal entity or a company than referred to under (d) above, which, at its own request, has been registered with the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) (AFM) or another EEA Member State as a qualified investor.
(f)	a natural person residing in the Netherlands who, at his own request, has been registered with the AFM or another EEA Member State as a qualified investor and who meets at least two of the following three criteria:
(i)	the natural person has carried out transactions of a significant size on securities markets with an average frequency of, at least, ten per quarter over the previous four quarters;
(ii)	the size of the securities portfolio is at least €500,000 (or equivalent thereof in another currency);
(iii)	the natural person works or has worked for at least one year in the financial sector in a professional position which requires knowledge of securities investment.

     (iii) “Dutch Act on Financial Supervision” means the Wet op financieel toezicht, as amended from time to time.

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          SECTION 9.18. Power of Attorney. Each Lender, the Administrative Agent and each Issuing Bank hereby (and each Affiliate of a Lender by entering into an Affiliate Authorization thereby) (i) authorizes the Collateral Agent as its agent and attorney to execute and deliver, on behalf of and in the name of such Lender, the Administrative Agent or Issuing Bank (or Affiliate), all and any Credit Documents (including without limitation Security Documents) and related documentation, (ii) authorizes the Collateral Agent to appoint any further agents or attorneys to execute and deliver, or otherwise to act, on behalf of and in the name of the Collateral Agent for any such purpose, (iii) authorizes the Collateral Agent to do any and all acts and to make and receive all declarations which are deemed necessary or appropriate to the Collateral Agent. The Lenders and the Issuing Banks hereby (and each Affiliate of a Lender by entering into an Affiliate Authorization thereby) relieve the Collateral Agent from the self-dealing restrictions imposed by Section 181 of the German Civil Code and the Collateral Agent may also relieve agents and attorneys appointed pursuant to the powers granted under this Section 9.18 from the restrictions imposed by Section 181 of the German Civil Code. For the purposes of Italian law, each Lender and each Issuing Bank (and each Affiliate of a Lender by entering into an Affiliate Authorization thereby) expressly authorizes the Collateral Agent (and any agents and attorneys appointed under this Section 9.18) 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 any Credit Party, on the other hand) solely in relation to this Agreement, the Guarantee and Collateral Agreement and the other Security Documents. Any attorney appointed by the Collateral Agent pursuant to this Section 9.18 may grant sub-power to a sub-attorney in the same scope.

          SECTION 9.19. USA Patriot Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of such Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Borrower in accordance with the Act.

          SECTION 9.20. Austrian Matters.

          (a) Notices with respect to Austria. Each party to this Agreement agrees that it will (i) only send notices and other written references to this Agreement or any other Credit Document (the Agreement, the Credit Documents and any notices or other written references to the Agreement or any other Credit Document, each, a “Stamp Duty Sensitive Document”) to or from Austria by email which do not contain the signature of any party (whether manuscript or electronic, including, for the avoidance of doubt, the name of an individual or other entity) and (ii) not send fax or scanned copies of a signed Stamp Duty Sensitive Document to or from Austria.

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          (b) Agreement to be Kept Outside Austria. No party to this Agreement shall bring or send to or otherwise produce in Austria (x) an original copy, notarised copy or certified copy of any Stamp Duty Sensitive Document, or (y) a copy of any Stamp Duty Sensitive Document signed or endorsed by one or more parties other than in the event that:

     (i) this does not cause a liability of a party to this Agreement to pay stamp duty in Austria;

     (ii) a party to this Agreement wishes to enforce any of its rights under or in connection with such Stamp Duty Sensitive Document in Austria and is only able to do so by bringing, sending to or otherwise producing in Austria (x) an original copy, notarised copy or certified copy of the relevant Stamp Duty Sensitive Document or (y) a copy of any Stamp Duty Sensitive Document signed or endorsed by one or more parties and it would not be sufficient for that party to bring, send to or otherwise produce in Austria a simple copy (i.e. a copy which is not an original copy, notarised copy or certified copy) of the relevant Stamp Duty Sensitive Document for the purposes of such enforcement. In connection with the foregoing, each party to this Agreement agrees that in any form of proceedings in Austria simple copies may be submitted by either party to this Agreement and undertakes to refrain from (I) objecting to the introduction into evidence of a simple copy of any Stamp Duty Sensitive Document or raising a defence to any action or to the exercise of any remedy for the reason of an original or certified copy of any Stamp Duty Sensitive Document not having been introduced into evidence, unless such simple copy actually introduced into evidence does not accurately reflect the content of the original document and (II) contesting the authenticity (Echtheit) of a simple copy of any such Stamp Duty Sensitive Document before an Austrian court or authority, unless such simple copy does not accurately reflect the content of the original document; or

     (iii) a party to this Agreement is required by law, governmental body, court, authority or agency pursuant to any law or legal requirement (whether for the purposes of initiating, prosecuting, enforcing or executing any claim or remedy or enforcing any judgment or otherwise), to bring an original, notarised copy or certified copy of any Stamp Duty Sensitive Document into Austria.

          (c) Austrian Stamp Duty. Notwithstanding any other provisions in any of the Credit Documents, if any liability to pay Austrian stamp duties is triggered:

     (i) as a result of a party to this Agreement (1) breaching its obligations under paragraph (a), (b) or (d) of this Section, or (2) booking its Loans or making or accepting performance of any rights or obligations under this Agreement or any of the other Credit Documents through an entity organized under the laws of the Republic of Austria or a branch or an Affiliate, located or organized in the Republic of Austria, of an entity organized under the laws of a jurisdiction other than the Republic of Austria, that party shall pay such stamp duties; and

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     (ii) in circumstances other than those described in clause (i) of this paragraph (c), the Borrower shall be liable for the payment of all such stamp duties.

          (d) Place of Performance Outside Austria. Each of the parties hereto agrees that the exclusive place of performance (Erfüllungsort) for all rights and obligations under this Agreement and the other Credit Documents shall be outside the Republic of Austria, and the payment of amounts under this Agreement must be made to a bank account outside the Republic of Austria. The Administrative Agent, the Collateral Agent and each Lender agrees to designate and maintain one or more accounts at one or more lending offices located outside the Republic of Austria to which all amounts payable to such party under this Agreement and the other Credit Documents shall be made.

          SECTION 9.21. German thin capitalisation certificates.

          (a) For the purposes of providing evidence to the German tax authorities in relation to the absence of any back-to-back financing in connection with a Loan, the Administrative Agent acting on behalf of the Lenders and on the basis of information provided by the Lenders agrees to provide each German Borrower with a letter of confirmation (a “Certificate”) substantially in the form of Exhibit I (Form of Tax Certificate) for fiscal years of the German Borrower to which sec. 8a Corporate Income Tax Act in the version of art. 3 of the act dated 22 December 2003 (BGBl. I 2003, 2840) applied.

          (b) A Certificate shall be provided to each German Borrower as soon as reasonably practical after the first Borrowing date. Thereafter and until full repayment of the Loans, a German Borrower shall request a new Certificate to be issued to that German Borrower whenever the details provided under paragraph (c) below change.

          (c) For the purpose of enabling the Administrative Agent acting on behalf of the Lenders to provide a Certificate, each Borrower shall, promptly upon request by the Administrative Agent and in any event within ten (10) days of such request, deliver to the Administrative Agent the details necessary to provide the Certificates, including a draft of the Certificate including its annexes (if any).

          (d) When providing the information under paragraph (c) above, each Borrower confirms that, to its best knowledge and after due enquiry, it is not aware of any circumstances as a result of which the Certificate to be given in relation to that information is not correct.

          (e) (i) Each Borrower acknowledges that the Administrative Agent acting on behalf of the Lenders gives the Certificate according to paragraph (a) above exclusively at the request of the respective German Borrower and solely for providing proof to the German tax authorities of the absence of any back-to-back-financing with respect to this Agreement.

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          (ii) No Lender, Issuing Bank, Agent or Arranger is responsible for the Borrowers’ tax position or for achieving any certain tax treatment of the Borrowers.

          (iii) Each Borrower confirms that a Certificate is not given for any German Borrower or any of its Affiliates to rely on, but only for delivery to the competent tax authorities and that, therefore, no Borrower nor any of its Affiliates will raise any claims against any Lender, Issuing Bank, Agent or Arranger based on, or in connection with, a Certificate.

          (iv) Each Borrower agrees to indemnify and hold each Lender, Issuing Bank, Agent and/or Arranger harmless from any reasonable costs and expenses (including legal fees) resulting from or incurred in connection with the issuance of any Certificate and from potential or actual claims that might be made against such Lender, Issuing Bank, Agent and/or Arranger with respect to a Certificate.

          (f) No Lender, Issuing Bank, Agent or Arranger is providing any legal and/or tax advice to any other Party with respect to this Agreement. It is the responsibility of each Borrower to consult its own legal and tax advisers.

          (g) Each Borrower, also in its role as provider of further security, releases each Lender, Issuing Bank, Agent and Arranger from its duty of confidentiality and/or obligation of bank secrecy (Bankgeheimnis) with regard to the issuance of the Certificates to a German Borrower and their submission to the German tax authorities.

          SECTION 9.22. No Fiduciary Relationship. Each of Goodyear and the Borrowers, on behalf of itself and its subsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, Goodyear, the Borrowers, the other Subsidiaries and their Affiliates, on the one hand, and the Administrative Agent, the Lenders and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders or their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.

          SECTION 9.23. Non-Public Information. Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by Goodyear, the Borrowers or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level information, which may contain MNPI. Each Lender represents to Goodyear, the Borrowers and the Administrative Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including, to the extent such laws are applicable, Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including, to the extent such laws are applicable, Federal, state and foreign securities laws. “MNPI” means material information concerning Goodyear, the Borrowers and the other Subsidiaries and their securities that has not been

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disseminated in a manner making it available to investors generally, within the meaning of Regulation FD under the Securities Act and the Exchange Act to the extent applicable.

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

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/ Dominique Golsong
	Name:	Dominique Golsong
	Title:	Attorney-in-Fact

GOODYEAR DUNLOP TIRES GERMANY GMBH
by	/s/ Rainer Landwehr
	Name:	Rainer Landwehr
	Title:	Group Managing Director

by	/s/ Frank Titz
	Name:	Frank Titz
	Title:	Managing Director

GOODYEAR DUNLOP TIRES OPERATIONS S.A.,
by	/s/ Christophe Dieret
	Christophe Dieret  Attorney-in-Fact

J.P. MORGAN EUROPE LIMITED, as Administrative Agent,
by	/s/ S. Clarke
	Name:	S. Clarke
	Title:	Vice President

JPMORGAN CHASE BANK, N.A., individually and as collateral agent, Issuing Bank and Swingline Lender,
by	/s/ Robert P. Kellas
	Name:	Robert P. Kellas
	Title:	Executive Director

BNP PARIBAS, individually and as Issuing Bank
by	/s/ Brendan Heneghan
	Name:	Brendan Heneghan
	Title:	Vice President
by	/s/ John Treadwell
	Name:	John Treadwell
	Title:	Vice President

SCHEDULE 1.01
To the Amended and Restated Revolving Credit Agreement

SCHEDULE 1.01(a)

APPLICABLE ASSETS OF THE EUROPEAN JV

1. All Capital Stock in:

(i)	Goodyear Dunlop Tires Germany GmbH;
(ii)	Goodyear Dunlop Tyres UK Limited;
(iii)	Dunlop Tyres Ltd;
(iv)	Goodyear Dunlop Tires France S.A.;
(v)	Goodyear Dunlop Tires Operations S.A.;
(vi)	Goodyear Italiana S.p.A.;
(vii)	Goodyear Dunlop Tires Italia S.p.A.;
(viii)	Goodyear Dunlop Tires España S.A.;
(ix)	Goodyear Dunlop Tires Portugal, Unipessoal, Ltd;
(x)	Goodyear Dunlop Tires Austria GmbH;
(xi)	Goodyear Dunlop Tires Suisse S.A.;
(xii)	Goodyear Dunlop Tires Sverige AB;
(xiii)	Goodyear Dunlop Tires Amiens Sud, S.A.S.;
(xiv)	Goodyear Dunlop Tires Danmark A/S;
(xv)	Goodyear Dunlop Belgium NV/SA;
(xvi)	Goodyear Dunlop Tires Hellas SAIC;
(xvii)	Goodyear Dunlop Tires Polska Sp. z o.o.;
(xviii)	Sava Tires, družba za proizvodnjo pnevmatik, d.o.o.;
(xix)	Goodyear Dunlop Tires Czech s.r.o.;
(xx)	Goodyear Dunlop Tires Magyarország Kft.;
(xxi)	Goodyear Dunlop Tires Romania Srl;;
(xxii)	Goodyear Dunlop Tires Slovakia, S.V.O.; and
(xxiii)	all other Subsidiaries with Total Assets greater than $10,000,000; and

2. All bank accounts.

The following assets, to the extent the perfection of a Lien thereon is governed by the laws of The Netherlands:

3.	All real estate and equipment (to the extent fixtures);
4.	All benefits under all insurances covering assets (unless the commercial effect of a Lien is satisfactorily achieved by operation of law as a result of a Lien granted in such asset pursuant to another Security Agreement);
5.	All equipment;
6.	All inventory;
7.	All material contract rights;
8.	All intercompany receivables; and
9.	All trade receivables.

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SCHEDULE 1.01(b)

APPLICABLE ASSETS OF THE GERMAN GRANTORS

1. All Capital Stock in:

(i)	GD Handelssysteme GmbH;
(ii)	4 Fleet Group GmbH; and
(iii)	all other Subsidiaries with Total Assets greater than $10,000,000; and

2. All bank accounts of:

(i) each German Grantor except for GDTG (the German Securitization Grantor) provided that if and to the extent permitted under the relevant provisions of this Agreement any German Guarantor becomes a party to a Securitization Transaction, all necessary releases of any Lien in its bank accounts pursuant to any Security Agreement will be immediately and unconditionally granted to facilitate such Securitization Transaction and such German Grantor will be considered a German Securitization Grantor; and

(ii) each German Securitization Grantor which is not, and in the immediately preceding six month period has not been, a party to a Securitization Transaction, provided that all necessary releases thereof will be immediately and unconditionally granted to facilitate any subsequent Securitization Transaction.

The following assets, to extent the perfection of a Lien thereon is governed by the laws of Germany:

3.	All real estate and equipment (to the extent fixtures);
4.	All benefits under all insurances covering assets (unless the commercial effect of a Lien is satisfactorily achieved by operation of law as a result of a Lien granted in such asset pursuant to another Security Agreement);
5.	All equipment;
6.	All inventory except for inventory of GD Handelssysteme GmbH and 4 Fleet Group GmbH to the extent that such inventory remains immaterial and where the costs and burdens to the German Guarantors of a security transfer in respect thereof outweigh the incremental benefits thereof to the lenders;
7.	All material contract rights;
8.	All intercompany receivables other than claims by a German Grantor on a Person identified to the Collateral Agent as a Person used in a Securitization Transaction (or any successor thereto used in such Securitization Transaction or in a replacement or refinancing thereof) in respect of loans or deposits made by such German Grantor in order to fund security deposits or reserves relating to receivables of such German Grantor pursuant to a Securitization Transaction.

3

Dunlop Tyres Limited is hereby identified to the Collateral Agent as a Person used in a Securitization Transaction.

9. All trade receivables of:

(i)

each German Grantor other than the German Securitization Grantors provided that if and to the extent permitted under the relevant provisions of this Agreement any German Guarantor becomes a party to a Securitization Transaction, all necessary releases of any Lien in its trade receivables pursuant to any Security Agreement will be immediately and unconditionally granted to facilitate such Securitization Transaction and such German Grantor will be considered a German Securitization Grantor; and

(ii)

each German Securitization Grantor which is not, and in the immediately preceding six month period has not been, a party to a Securitization Transaction, provided that all necessary releases thereof will be immediately and unconditionally granted to facilitate any subsequent Securitization Transaction.

For the avoidance of doubt, in determining whether a transaction involving bank accounts and accounts receivable of any German Grantor constitutes a Qualified Receivables Transaction the further proviso of the definition of “Qualified Receivables Transaction” shall be disregarded.

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SCHEDULE 1.01(c)

APPLICABLE ASSETS OF LUXEMBOURG GRANTORS

1. All Capital Stock in:

(i)	Goodyear Dunlop Tires Polska Sp. z o.o.; (ii) Goodyear Italiana S.p.A.; and
(iii)	all other Subsidiaries with Total Assets greater than $10,000,000; and

2. All bank accounts.

The following assets to the extent (except as set forth in clause 6 below) the perfection of a Lien thereon is governed by the laws of Luxembourg:

3.	All rights in real estate and equipment (to the extent fixtures);
4.	All benefits under all insurances covering assets (unless the commercial effect of a Lien is satisfactorily achieved by operation of law as a result of a Lien granted in such asset pursuant to another Security Agreement);
5.	All assets falling within the scope of a pledge over business by way of a gage sur fonds de commerce, including inventory;
6.	All inventory (except for inventory held externally with car manufacturers in Germany) and equipment located in the United Kingdom, The Netherlands or Germany, to the extent the perfection of a Lien thereon is governed by the laws of the United Kingdom, The Netherlands, or Germany, respectively;
7.	All equipment falling within the scope of a pledge over business by way of a gage sur fonds de commerce;
8.	All material contract rights;
9.	All intercompany receivables; and
10.	All trade receivables.

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SCHEDULE 1.01(d)

APPLICABLE ASSETS OF UK GRANTORS

1. All Capital Stock in:

(i)	Goodyear Dunlop Tires Ireland Limited; and
(ii)	all other Subsidiaries with Total Assets greater than $10,000,000; and

2. Substantially all other assets to the extent (other than with respect to bank accounts) the perfection of a Lien thereon is governed by the laws of the United Kingdom, excluding:

(i)

claims by any Grantor organized under the laws of the United Kingdom (the “UK Grantor”) on a Person identified to the Collateral Agent as a Person used in a Securitization Transaction (or any successor thereto used in such Securitization Transaction or in a replacement or refinancing thereof) in respect of loans or deposits made by such UK Grantor in order to fund security deposits or reserves relating to receivables of such UK Grantor pursuant to a Securitization Transaction. Dunlop Tyres Limited is hereby identified to the Collateral Agent as a Person used in a Securitization Transaction; and

(ii)

bank accounts and accounts receivable included in or subject to a Qualified Receivables Transaction, and also excluding bank accounts and accounts receivable intended to be included in or subject to a Qualified Receivables Transaction. For the avoidance of doubt, any or all bank accounts and accounts receivable of any UK Grantor may be included in a Qualified Receivables Transaction.

For the avoidance of doubt, in determining whether a transaction involving bank accounts and accounts receivable of any UK Grantor constitutes a Qualified Receivables Transaction the further proviso of the definition of “Qualified Receivables Transaction” shall be disregarded.

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SCHEDULE 1.01(e)

APPLICABLE ASSETS OF THE FRENCH GRANTORS

1. All Capital Stock in:

(i)	Goodyear Dunlop Tires España S.A.; (ii) Goodyear Dunlop Tires Italia S.p.A.; and
(iii)	all other Subsidiaries with Total Assets greater than $10,000,000; and

2. All bank accounts of

(i)

French Grantors except for Goodyear Dunlop Tires France S.A. (the French Securitization Grantor) provided that if and to the extent permitted under the relevant provisions of this Agreement any French Guarantor becomes a party to a Securitization Transaction, all necessary releases of any Lien in its bank accounts pursuant to any Security Agreement will be immediately and unconditionally granted to facilitate such Securitization Transaction and such French Grantor will be considered a French Securitization Grantor; and

(ii)

each French Securitization Grantor which is not, and in the immediately preceding six month period has not been, a party to a Securitization Transaction, provided that all necessary releases thereof will be immediately and unconditionally granted to facilitate any subsequent Securitization Transaction;

The following assets to the extent the perfection of a Lien thereon is governed by the laws of France:

3.	All real estate and equipment (to the extent fixtures) (except (a) for plot (parcelle) 233 in connection with its sale to the communauté d’agglomération Montluçonnaise, (b) all equipment, machinery and inventory (équipements) and possible extension located in Montluçon (03) contained in the buildings which were used for the Dunlop Air Spring Activity, (c) its plots (parcelles) KT 78 and KT 84, located 80, avenue Roger Dumoulin, Amiens and KT 85 and 101 located at Le Champ Pleinet, Amiens, and (d) all real estate and equipment relating to the retreading (rechapage) activity located in Riom (63);
4.	All benefits under all insurances covering assets (unless the commercial effect of a Lien is satisfactorily achieved by operation of law as a result of a Lien granted in such asset pursuant to another Security Agreement);
5.	All assets falling within the scope of a pledge over business by way of a nantissement de fonds de commerce;
6.	All material contract rights;
7.	All receivables owing under intercompany loans and intercompany receivables owing by borrowers of intercompany loans (except for (a) claims by a French Grantor on a Person identified to the Collateral Agent as a Person used in a

7

Securitization Transaction (or any successor thereto used in such Securitization Transaction or in a replacement or refinancing thereof) in respect of loans or deposits made by such French Grantor in order to fund security deposits or reserves relating to receivables of such French Grantor pursuant to a Securitization Transaction; Dunlop Tyres Limited is hereby identified to the Collateral Agent as a Person used in a Securitization Transaction and (b) claims of a French Grantor on Vulco Developpement); and

8. All trade receivables of:

(i)

each French Grantor other than the French Securitization Grantors provided that if and to the extent permitted under the relevant provisions of this Agreement any French Guarantor becomes a party to a Securitization Transaction, all necessary releases of any Lien in its trade receivables pursuant to any Security Agreement will be immediately and unconditionally granted to facilitate such Securitization Transaction and such French Grantor will be considered a French Securitization Grantor; and

(ii)

each French Securitization Grantor which is not, and in the immediately preceding six month period has not been, a party to a Securitization Transaction, provided that all necessary releases thereof will be immediately and unconditionally granted to facilitate any subsequent Securitization Transaction.

For the avoidance of doubt, in determining whether a transaction involving bank accounts and accounts receivable of any French Grantor constitutes a Qualified Receivables Transaction the further proviso of the definition of “Qualified Receivables Transaction” shall be disregarded.

8

Schedule 1.01A to
Amended and Restated
Revolving Credit Agreement

US Consent Subsidiaries

• Goodyear Dunlop Tires North America, Ltd.

• Goodyear-SRI Global Purchasing Company

• Goodyear-SRI Global Technology LLC

• Goodyear Australia Pty Limited

• Goodyear Lastikleri Turk Anonim Sirketi

• Goodyear Dalian Tire Company Ltd.

• Goodyear South Asia Tyres Private Ltd

• Goodyear India Limited

• Maxximarketing LLC

• Nippon Giant Tire Kabushiki Kaisha

• Goodyear Maroc S.A.

Schedule 1.01B to
Amended and Restated
Revolving Credit Agreement

Senior Subordinated-Lien Indebtedness

• All Senior Subordinated-Lien Indebtedness and the related Liens shall satisfy the requirements set forth in the definition of Senior Subordinated-Lien Indebtedness.

• The documentation establishing or evidencing any Senior Subordinated-Lien Indebtedness (“SSLI Documentation”) shall contain no maintenance financial covenants that are not contained in this Agreement, and the financial levels or ratios requited to be maintained by any such covenants shall be no more restrictive than those required to be maintained by corresponding covenants of this Agreement (it being understood that additional maintenance financial covenants may be included in any SSLI Documentation and, if they are, they shall automatically be included in this Agreement).

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

• The SSLI Documentation shall not restrict (except for restrictions that a Financial Officer of the Borrower shall have represented in a certificate to the Administrative Agent (which shall be deemed to be a Credit Document) will not materially interfere with the Borrower’s ability to effect) the securing of Indebtedness under this Agreement, the First Lien Agreement or the Second Lien Agreement or any refinancing Indebtedness in respect thereof or the cash collateralization of any letter of credit exposure thereunder (but may require that if Indebtedness under this Agreement, the First Lien Agreement or the Second Lien Agreement or related refinancing Indebtedness is secured by assets not securing the Indebtedness under this Agreement, the First Lien Agreement or the Second Lien Agreement on the Effective Date, a junior lien on such assets, subordinated under the Lien Subordination and Intercreditor Agreement, (or in the case of any lien granted by any Grantor to secure indebtedness

under this Agreement, a ratable or junior lien on such assets) must be granted to secure the Senior Subordinated-Lien Indebtedness).

•

The SSLI Documentation shall not restrict (except for restrictions that a Financial Officer of the Borrower shall have represented in a certificate to the Administrative Agent (which shall be deemed to be a Credit Document) will not materially interfere with the Borrower’s ability to effect) the use of proceeds from any sale, transfer or other disposition of assets owned directly by (a) the Borrower or any Grantor to repay or prepay Indebtedness under the First Lien Agreement or the Second Lien Agreement or refinancing Indebtedness in respect thereof or to cash collateralize any letter of credit exposure thereunder, or (b) the European JV or any of its subsidiaries to repay or prepay Indebtedness under this Agreement or refinancing Indebtedness in respect thereof or to cash collateralize any letter of credit exposure thereunder.

Schedule 2.01 to
Amended and Restated
Revolving Credit Agreement

Lender	ABT Commitment	German Commitment	Total Commitment
JPMorgan Chase Bank, N.A.	€300,000,000.00	€100,000,000.00	€400,000,000.00
TOTAL	€300,000,000.00	€100,000,000.00	€400,000,000.00

Schedule 3.10 to
Amended and Restated
Revolving Credit Agreement

Part A — J.V. Subsidiaries:

	Jurisdiction of
Principal European Subsidiaries	Organization	Ownership1
Goodyear Dunlop Tires Germany GmbH (GDTG)	Germany	100% by the European J.V.
GD Handelssysteme GmbH	Germany	100% by Goodyear Dunlop Tires Germany GmbH
4 Fleet Group GmbH	Germany	100% owned by Goodyear Dunlop Tires Germany GmbH
Goodyear Dunlop Tires Operations S.A.	Luxembourg	100% owned by the European J.V.
Goodyear Dunlop Tires France S.A.	France	100% by the European J.V.
Goodyear Dunlop Tyres UK Ltd	United Kingdom	100% by the European J.V.
Dunlop Tyres Ltd	United Kingdom	100% by the European J.V.
Goodyear Dunlop Tires Amiens Sud S.A.	France	100% by the European J.V.

	Jurisdiction of
Other Direct Subsidiaries of the European J.V.	Organization	Ownership
Goodyear Dunlop Tires Hellas SAIC	Greece	100.00%
Sava Tires d.o.o.	Slovenia	100.00%
Goodyear Dunlop Tires Danmark A/S	Denmark	100.00%
Goodyear Dunlop Tires Sverige AB	Sweden	100.00%
Goodyear Dunlop Tires Belgium NV	Belgium	100.00%
Goodyear Dunlop Tires Czech s.r.o.	Czech Republic	100.00%
GOODYEAR DUNLOP TIRES MAGYARORSZÁG KERESKEDELMI KFT.	Hungary	100.00%
Goodyear Dunlop Tires Slovakia	Slovakia	100.00%
Goodyear Dunlop Tires Italia SpA	Italy	74.31% owned by the European J.V.
		25.69% owned by Goodyear Dunlop Tires France S.A.
Goodyear Italiana SpA	Italy	98.69% owned by the European J.V.

¹ Excluding any director qualifying or similar shares.

	Jurisdiction of
Other Direct Subsidiaries of the European J.V.	Organization	Ownership
		1.31% owned by Goodyear Dunlop Tires Operations S.A.
Goodyear Dunlop Tires Austria GmbH	Austria	100.00%
Goodyear Dunlop Tires Espana SA	Spain	97.45% owned by the European J.V.
		2.55% owned by Goodyear Dunlop Tires France S.A.
Goodyear Dunlop Tires Portugal, Unipessoal, Lda	Portugal	100.00%
Goodyear Dunlop Tires Polska Sp z.o.o.	Poland	99.00% owned by the European J.V.
		1% owned by Goodyear Dunlop Tires Operations S.A.
Goodyear Dunlop Tires Romania R.S.L.	Romania	100.00%
Goodyear Dunlop Tires Suisse SA	Switzerland	100.00%
Goodyear Dunlop Tires Ukraine	Ukraine	100.00%

	Jurisdiction of
Indirect Subsidiaries of the European J.V.	Organization	Ownership
SP Brand Holding EEIG	Belgium	33.3% owned by GDTF, 33.3% owned by GDTG, and 33.3% owned by Dunlop Tyres Ltd.
Tyre Services Great Britain Limited	United Kingdom	100% owned by Goodyear Dunlop Tyres UK Limited (“GDTUK”)
Kelly-Springfield Tyre Company Ltd	United Kingdom	100% owned by GDTUK
Kettering Tyres Ltd	United Kingdom	100% owned by GDTUK
Dunglaide Limited	United Kingdom	100% owned by GDTUK
Motorway Tyres and Accessories (UK) Limited	United Kingdom	100% owned by Dunlop Tyres Ltd.
Goodyear Dunlop Tyres UK (Pension Trustees) Limited	United Kingdom	100% owned by Dunlop Tyres Ltd.
Dunlop Tyres (Executive Pension Trustees) Limited	United Kingdom	100% owned by Dunlop Tyres Ltd.
Goodyear Dunlop Tires Ireland Ltd.	Ireland	100% owned by Dunlop Tyres Ltd.
Goodyear Dunlop Tires Finland OY	Finland	100% owned by Goodyear Dunlop Tires Sverige AB (“GDTSverige”)

	Jurisdiction of
Indirect Subsidiaries of the European J.V.	Organization	Ownership
Goodyear Dunlop Tires Norge AS	Norway	100% owned by GDTSverige
Goodyear Dunlop Tires Baltic A/S	Estonia	100% owned by GDTSverige
Vulco Developpement	France	99.99% owned by Goodyear Dunlop Tires France SA
Europneu	Spain	50% owned by Goodyear Dunlop Tires France SA
Dunlop Grund und Service Verwaltungs GmbH	Germany	94.8% owned by GDTG
		5.2% owned by the European J.V.
GD Versicherungsservice GmbH	Germany	100% owned by GDTG
Luxembourg Mounting Center S.A.	Luxembourg	50% owned by Goodyear Dunlop Tires Operations S.A.
Sava Trade d.o.o.	Croatia	100% owned by Sava Tires d.o.o.
Goodyear Dunlop Tires Ireland (Pension Trustees) Ltd.	Ireland	100% owned by Dunlop Tyres Ltd.
Holding Rhodanienne du Pneumatique	France	100% owned by Vulco Developpement
SSR — Pneu Savoyard	France	100% owned by Holding Rhodanienne du Pneumatique
Societe Savoisienne de Rechapage	France	100% owned by Holding Rhodanienne du Pneumatique

Part B — J.V. Subsidiaries That Are Principal European Subsidiaries and/or J.V. Loan Parties

Goodyear Dunlop Tires Germany GmbH (GDTG)
GD Handelssysteme GmbH
4 Fleet Group GmbH
Goodyear Dunlop Tires Operations S.A.
Goodyear Dunlop Tires France S.A.
Goodyear Dunlop Tyres UK Limited
Dunlop Tyres Ltd
Goodyear Dunlop Tires Amiens Sud S.A.

SCHEDULE 4.01(B)
To the Amended and Restated Revolving Credit Agreement

REQUIRED OPINIONS

1. Austrian law legal opinion from Wolf Theiss, Vienna

2. Belgian law legal opinion from Allen & Overy LLP, Brussels

3. Canadian law legal opinion from Fasken Martineau DuMoulin LLP

4. Czech law legal opinion from Allen & Overy, Praha Advokatni kancelar, Prague

5. Danish law legal opinion from Plesner Svane Gronborg, Copenhagen

6. English law legal opinion from Allen & Overy LLP, London

7. French law legal opinion from Allen & Overy LLP, Paris

8. French law legal opinion from Allez & Associés (notaries), Paris

9. German law legal opinion from Allen & Overy LLP, Frankfurt

10. Greek law legal opinion from M. & P. Bernitsas, Athens

11. Hungarian law legal opinion from Beringer Allen & Overy lroda, Budapest

12. Irish law legal opinion from McCann Fitzgerald, Dublin

13. Italian legal opinion from Allen & Overy, Rome

14. Luxembourg law legal opinion from Allen & Overy Luxembourg, Luxembourg

15. Dutch law legal opinion from Allen & Overy LLP, Amsterdam

16. Polish law legal opinion from Allen & Overy, A. Pedzich Spólka komandytowa, Warsaw

17. Portuguese law legal opinion from Uria & Menendez, Lisbon

18. Romanian law legal opinion from Nestor Nestor Diculescu Kingston Petersen, Bucharest

19. Slovakian law legal opinion from Allen & Overy, Bratislava

20. Slovenian law legal opinion from Wolf Theiss d.o.o, Ljubljana

21. Spanish law legal opinion from Allen & Overy, Madrid

22. Swedish law legal opinion from Advokatfirman Vinge KB, Stockholm

23. Swiss law legal opinion from Lenz & Staehelin, Geneva

SCHEDULE 4.01(i)
To the Amended and Restated Revolving Credit Agreement

SCHEDULE 4.01(i)

PLEDGED JV SUBSIDIARIES

I. A11 Equity Interests in:

(i)	Goodyear Dunlop Tires Germany GmbH;
(ii)	Goodyear Dunlop Tyres UK Limited;
(iii)	Dunlop Tyres Ltd;
(iv)	Goodyear Dunlop Tires France S.A.;
(v)	Goodyear Dunlop Tires Amiens Sud S.A.;
(vi)	Goodyear Dunlop Tires Operations S.A.;
(vii)	Goodyear Italiana S.p.A.;
(viii)	Goodyear Dunlop Tires Italia S.p.A.;
(ix)	Goodyear Dunlop Tires España S.A.;
(x)	Goodyear Dunlop Tires Portugal, Unipessoal, Ltd;
(xi)	Goodyear Dunlop Tires Austria GmbH;
(xii)	Goodyear Dunlop Tires Suisse S.A.;
(xiii)	Goodyear Dunlop Tires Sverige AB;
(xiv)	Goodyear Dunlop Tires Danmark A/S;
(xv)	Goodyear Dunlop Belgium NV/SA;
(xvi)	Goodyear Dunlop Tires Hellas SAIC;
(xvii)	Goodyear Dunlop Tires Polska Sp. z o.o.;
(xviii)	Sava Tires, družba za proizvodnjo pnevmatik, d.o.o.;
(xix)	Goodyear Dunlop Tires Czech s.r.o.;
(xx)	Goodyear Dunlop Tires Magyarország Kft.;
(xxi)	Goodyear Dunlop Tires Romania Srl;
(xxii)	GD Handelssysteme GmbH;
(xxiii)	4 Fleet Group GmbH;
(xxiv)	Goodyear Dunlop Tires Slovakia, s.r.o.; and
(xxv)	Goodyear Dunlop Tires Ireland Ltd.

EXHIBIT A

FORM OF BORROWING REQUEST

IMPORTANT NOTE:

     TRANSPORTING OR SENDING THE ORIGINAL OR ANY CERTIFIED COPY OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR ANY NOTICE (INCLUDING BY EMAIL OR OTHER ELECTRONIC TRANSMISSION) INTO THE REPUBLIC OF AUSTRIA MAY RESULT IN THE IMPOSITION OF AN AUSTRIAN STAMP DUTY ON THE CREDIT FACILITY PROVIDED FOR IN THE CREDIT AGREEMENT, WHICH MAY BE FOR THE ACCOUNT OF THE PARTY WHOSE ACTIONS RESULT IN SUCH IMPOSITION. NOTICES SHOULD NOT BE ADDRESSED TO RECIPIENTS IN THE REPUBLIC OF AUSTRIA AND PAYMENTS SHOULD NOT BE MADE TO BANK ACCOUNTS IN THE REPUBLIC OF AUSTRIA. SEE ALSO SECTION 9.20 OF THE CREDIT AGREEMENT AND A MEMORANDUM FROM AUSTRIAN COUNSEL FOR THE GOODYEAR TIRE & RUBBER COMPANY WHICH IS AVAILABLE UPON REQUEST FROM THE ADMINISTRATIVE AGENT.

J.P. Morgan Europe Limited,
as Administrative Agent
for the Lenders referred to below
125 London Wall
London EC2Y 5AJ

Attention: the Manager

[Date]

Ladies and Gentlemen:

          Reference is made to the Amended and Restated Revolving Credit Agreement dated as of April [ ], 2011 (as amended, restated or otherwise modified and in effect on the date hereof, the “Credit Agreement”), among The Goodyear Tire & Rubber Company, the Borrowers party thereto, the Lenders party thereto, J.P. Morgan Europe Limited, as Administrative Agent, and JPMorgan Chase Bank, N.A., as Collateral Agent. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a Borrowing Request and the undersigned Borrower or Goodyear Dunlop Tires Europe B.V., on behalf of the identified Borrower, hereby requests a[n] [ABT] [German] Borrowing under the Credit Agreement, and in that connection the undersigned specifies the following information with respect to the [ABT] [German] Borrowing requested hereby:

          (A) Borrower¹:

               ____________________

¹ Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH or Goodyear Dunlop Tires Operations S.A.

          (B) Aggregate amount and currency of requested Borrowing:²

          _____________________

          (C) Date of Borrowing (which is a Business Day): ___________________

          (D) Interest Period ³: _________________________

          (E) Location and number of Borrower’s account to which proceeds of Borrowing are to be disbursed⁴: ______________________

          The Borrower hereby represents and warrants that the conditions specified in [paragraphs (i) and (ii) of Section 4.02(a)]⁵ [Section 4.02(b)]⁶ of the Credit Agreement are satisfied.

Very truly yours, [GOODYEAR DUNLOP TIRES EUROPE B.V.][GOODYEAR DUNLOP TIRES GERMANY GMBH][GOODYEAR DUNLOP TIRES OPERATIONS S.A.],
by
	Name:
	Title:

2	In the case of US Dollars, not less than $5,000,000 and an integral multiple of $1,000,000; in the case of Pounds Sterling, not less than £5,000,000 and an integral multiple of £1,000,000; in the case of Euros, not less than €5,000,000 (or €500,000 in the case of a Swingline Borrowing) and an integral multiple of €1,000,000 (or €100,000 in the case of a Swingline Borrowing).
3	Must comply with the definition of “Interest Period” and end not later than the Maturity Date.
4	Must comply with Section 2.06.
5	For any Borrowing (other than a conversion or continuation of an outstanding Borrowing and other than a Swingline Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e)).
6	For any Swingline Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e).

EXHIBIT B

FORM OF CONTINUATION REQUEST

IMPORTANT NOTE:

     TRANSPORTING OR SENDING THE ORIGINAL OR ANY CERTIFIED COPY OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR ANY NOTICE (INCLUDING BY EMAIL OR OTHER ELECTRONIC TRANSMISSION) INTO THE REPUBLIC OF AUSTRIA MAY RESULT IN THE IMPOSITION OF AN AUSTRIAN STAMP DUTY ON THE CREDIT FACILITY PROVIDED FOR IN THE CREDIT AGREEMENT, WHICH MAY BE FOR THE ACCOUNT OF THE PARTY WHOSE ACTIONS RESULT IN SUCH IMPOSITION. NOTICES SHOULD NOT BE ADDRESSED TO RECIPIENTS IN THE REPUBLIC OF AUSTRIA AND PAYMENTS SHOULD NOT BE MADE TO BANK ACCOUNTS IN THE REPUBLIC OF AUSTRIA. SEE ALSO SECTION 9.20 OF THE CREDIT AGREEMENT AND A MEMORANDUM FROM AUSTRIAN COUNSEL FOR THE GOODYEAR TIRE & RUBBER COMPANY WHICH IS AVAILABLE UPON REQUEST FROM THE ADMINISTRATIVE AGENT.

J.P. Morgan Europe Limited.,
as Administrative Agent
for the Lenders referred to below
125 London Wall
London EC2Y 5AJ

Attention: the Manager

[Date]

Ladies and Gentlemen:

          Reference is made to the Amended and Restated Revolving Credit Agreement dated as of April [ ], 2011 (as amended and in effect on the date hereof, the “Credit Agreement”), among The Goodyear Tire & Rubber Company, the Borrowers party thereto, the Lenders party thereto, J.P. Morgan Europe Limited, as Administrative Agent, and JPMorgan Chase Bank, N.A., as Collateral Agent. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a Continuation Request and Goodyear Dunlop Tires Europe B.V., on behalf of the identified Borrower, hereby requests the continuation of a Borrowing under the Credit Agreement and in that connection specifies the following information with respect to the Borrowing to be continued as requested hereby:

          (A) Borrowing to which this request applies¹:

          ___________________________

          (B) Borrower²: ____________________

¹ Specify existing Class and last day of current Interest Period.

          (C) Principal amount of Borrowing to be continued³:

               ___________________________

          (D) Effective date of election (which is a Business Day):

               ___________________________

          (E) Interest Period of resulting Borrowing(s)⁴:

               ___________________________

Very truly yours, GOODYEAR DUNLOP TIRES EUROPE B.V.,
by
	Name:
	Title:

2	Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH or Goodyear Dunlop Tires Operations S.A.
3	If different options are being elected with respect to different portions of the Borrowing, indicate the portions thereof to be allocated to each resulting Borrowing. Each resulting Borrowing must, be (a) in the case of US Dollars, not less than $5,000,000 and an integral multiple of $1,000,000, (b) in the case of Pounds Sterling, not less than £5,000,000 and an integral multiple of £1,000,000 and (c) in the case of Euros, not less than €5,000,000 and an integral multiple of €1,000,000.
4	Must comply with the definition of “Interest Period” and end not later than the Maturity Date.

11

EXHIBIT C-1

[FORM OF]

PROMISSORY NOTE FOR ABT LOANS

€[         ] New York, New York
April [ ], 2011

     FOR VALUE RECEIVED, the undersigned, [GOODYEAR DUNLOP TIRES EUROPE B.V.][GOODYEAR DUNLOP TIRES GERMANY GMBH][GOODYEAR DUNLOP TIRES OPERATIONS S.A.] (the “Company”), hereby promises to pay to the order of [           ] (the “Lender”) or its registered assigns, at the office of J.P. Morgan Europe Limited (the “Administrative Agent”) at 125 London Wall, London EC2Y 5AJ, on the Maturity Date (as defined in the Amended and Restated Revolving Credit Agreement dated as of April [      ], 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among The Goodyear Tire & Rubber Company, the Borrowers party thereto, the Lenders party thereto, J.P. Morgan Europe Limited, as Administrative Agent, and JPMorgan Chase Bank, N.A., as Collateral Agent), the lesser of (i) the principal sum of [           ] (€[ ]) and (ii) the aggregate unpaid principal amount of all ABT Loans (as defined in the Credit Agreement) made to the Company by the Lender pursuant to the Credit Agreement in the applicable currency for each such ABT Loan in immediately available funds, and to pay interest from the date hereof on the principal amount hereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on the dates provided in the Credit Agreement.

     The Company promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement.

     The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

     All borrowings evidenced by this Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof that shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such a notation shall not affect the obligations of the Company under this Note.

     This Note is given subject to the provisions of the Credit Agreement, which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is entitled to the benefit of the Credit Agreement and is guaranteed and secured as provided

therein and in the other Credit Documents (as defined in the Credit Agreement). This Note shall be governed by and construed in accordance with the laws of the State of New York.

[GOODYEAR DUNLOP TIRES EUROPE B.V.][GOODYEAR DUNLOP TIRES GERMANY GMBH] [GOODYEAR DUNLOP TIRES OPERATIONS S.A.]
by
	Name:
	Title:

2

Loans and Payments

Date Amount
and Currency of
Loan Maturity
Date Principal Interest Unpaid
Principal
Balance of Note Name of Person
Making Notation

3

EXHIBIT C-2

[FORM OF]

PROMISSORY NOTE FOR GERMAN LOANS

€[      ] New York, New York
April [ ], 2011

          FOR VALUE RECEIVED, the undersigned, GOODYEAR DUNLOP TIRES GERMANY GMBH, (the “Company”), hereby promises to pay to the order of [ ] (the “Lender”) or its registered assigns, at the office of J.P. Morgan Europe Limited (the “Administrative Agent”) at 125 London Wall, London EC2Y 5AJ, on the Maturity Date (as defined in the Amended and Restated Revolving Credit Agreement dated as of April [ ], 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among The Goodyear Tire & Rubber Company, the Borrowers party thereto, the Lenders party thereto, J.P. Morgan Europe Limited, as Administrative Agent, and JPMorgan Chase Bank, N.A., as Collateral Agent), the lesser of (i) the principal sum of [      ] (€[      ]) and (ii) the aggregate unpaid principal amount of all German Loans (as defined in the Credit Agreement) made to the Company by the Lender pursuant to the Credit Agreement in the applicable currency for each such German Loan in immediately available funds, and to pay interest from the date hereof on the principal amount hereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on the dates provided in the Credit Agreement.

          The Company promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement.

          The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

          All borrowings evidenced by this Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof that shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such a notation shall not affect the obligations of the Company under this Note.

          This Note is given subject to the provisions of the Credit Agreement, which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is entitled to the benefit of the Credit Agreement and is guaranteed and secured as provided therein and in the other Credit Documents (as defined in the Credit Agreement). This

Note shall be governed by and construed in accordance with the laws of the State of New York.

GOODYEAR DUNLOP TIRES GERMANY GMBH
by
	Name:
	Title:

2

Loans and Payments

Date Amount
and Currency of
Loan Maturity
Date Principal Interest Unpaid
Principal
Balance of Note Name of Person
Making Notation

3

EXHIBIT D

[FORM OF]
ASSIGNMENT AND ASSUMPTION

          This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the effective date set forth below (the “Effective Date”) and is entered into by and between the assignor identified below (the “Assignor”) and the assignee identified below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated or otherwise modified, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement, the Guarantee and Collateral Agreement referred to therein (the “Guarantee and Collateral Agreement”) and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, the Guarantee and Collateral Agreement and any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor: ______________________
2.	Assignee: ______________________ and is an [Affiliate]/[Approved Fund] of [Identify Lender]1
3.	Borrower(s): Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH and Goodyear Dunlop Tires Operations S.A.

¹ Select as applicable.

4.	Administrative Agent: J.P. Morgan Europe Limited, as the Administrative Agent under the Credit Agreement
5.	Credit Agreement: The Amended and Restated Revolving Credit Agreement dated as of April [      ], 2011, among The Goodyear Tire & Rubber Company, Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH, Goodyear Dunlop Tires Operations S.A., the Lenders parties thereto, J.P. Morgan Europe Limited, as Administrative Agent, and JPMorgan Chase Bank, N.A., as Collateral Agent
6.	Assigned Interest:

	Aggregate Amount		Percentage
	of	Amount of	Assigned of
	Commitment/Loans	Commitment/Loans	Commitment/
Facility Assigned	for all Lenders	Assigned	Loans2
ABT Commitment/Loans
German Commitment/Loans

Effective Date: _______________ __, 20__ [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR].

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR: ________________________,

by
        _____________________
        Title:

ASSIGNEE: ________________________,

by
        _____________________
        Title:
 

² Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

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[Consented to and]³ Accepted:

J.P. MORGAN EUROPE LIMITED,
as Administrative Agent,

by
        ________________________
        Title:
 

[JPMORGAN CHASE BANK, N.A.,
as Swingline Lender and Issuing Bank,

by
        ________________________
        Title:]⁴
 

GOODYEAR DUNLOP TIRES EUROPE B.V.,

by
        ________________________
        Title:
 

BNP PARIBAS, ⁵

by
        ________________________
        Title:
 

3	If the consent of the Administrative Agent is required by the terms of the Credit Agreement.
4	If the assignment is of an ABT Commitment or any interests in a Letter of Credit or LC Disbursement.
5	If the assignment is of an ABT Commitment or any interests in a Letter of Credit or LC Disbursement.

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ANNEX 1

THE GOODYEAR TIRE & RUBBER COMPANY
GOODYEAR DUNLOP TIRES EUROPE B.V.
GOODYEAR DUNLOP TIRES GERMANY GMBH
GOODYEAR DUNLOP TIRES OPERATIONS S.A.
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
DATED AS OF APRIL [ ], 2011

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

          1. Representations and Warranties.

          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of any Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

          1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement and the Guarantee and Collateral Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions each of the Credit Agreement and the Guarantee and Collateral Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereto, as applicable, the Guarantee and Collateral Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agents, the Assignor or any other Lender, and (v) attached to this Assignment and Assumption is (A) any documentation required to be delivered by it pursuant to the terms of Sections 2.17 and 9.17 of the Credit Agreement and (B) a “New Secured Party’s Accession Agreement” in the form of Schedule 3 to the German Security Trust

Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Agents, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender and (iii) it will not book any Loan or hold any participation in any Letter of Credit, LC Disbursement or Swingline Loan at an Austrian branch or through an Austrian Affiliate and will comply with Section 9.20 of the Credit Agreement.

          2. Guarantee and Collateral Agreement. The Assignee, by executing and delivering this Assignment and Assumption, acknowledges receipt of a copy of the Guarantee and Collateral Agreement and approves and agrees to be bound by and to act in accordance with the terms and conditions of the Guarantee and Collateral Agreement and each other Security Document, specifically including (i) the provisions of Article V of the Guarantee and Collateral Agreement (governing the distribution of proceeds realized from the exercise of remedies under the Security Documents), (ii) the provisions of Article VI of the Guarantee and Collateral Agreement (governing the manner in which Acts of the Secured Parties are to be evidenced and the manner in which Acts of the Secured Parties are to be evidenced and the manner in which the amounts of the Obligations are to be determined at any time), (iii) the provisions of Articles VIII and IX of the Guarantee and Collateral Agreement (relating to the duties and responsibilities of the Collateral Agent and providing for the indemnification and the reimbursement of expenses of the Collateral Agent by the Lenders) and (iv) the provisions of Section 11.13 of the Guarantee and Collateral Agreement (providing for releases of Guarantees of and Collateral securing the Obligations).

          3. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

          4. Foreign Law Provisions.

          4.1. France. An assignment of rights will only be effective vis-à-vis the Subsidiary Guarantors incorporated in France if such assignment is notified in France by bailiff (huissier) in accordance with Article 1690 of the French Civil Code. Pursuant to clause 9.04(b)(vii) of the Credit Agreement (i) the European J.V. (or the Administrative Agent, at the expense of the European J.V.) shall carry out such notification and (ii) if the assignment provided for in this Assignment and Assumption is made without the European J.V.’s consent the Administrative Agent shall provide prompt written notice of the assignment to the European J.V.

          4.2. Italy. For the purposes of Italian law only, the assignment made under this Assignment and Assumption shall be deemed to constitute a cessione del

2

contratto, although it will not constitute a termination or a novation of the Credit Agreement for purposes of New York law.

          5. Affiliates. The Assignee acknowledges that any Obligations in respect of any Swap Agreement or cash management services, in each case provided by an Affiliate of a Lender, will only constitute Obligations for the purpose of any Security Document governed by the laws of a country other than the United States of America if such Affiliate executes and delivers to the Administrative Agent an Affiliate Authorization in the form of Exhibit G to the Credit Agreement or any other form approved by the Administrative Agent.

          6. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by and construed in accordance with the law of the State of New York.

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EXHIBIT E-1

FORM OF OPINION OF GOODYEAR’S OUTSIDE COUNSEL

April 20, 2011

The Lenders party to the Credit Agreement
      referred to below

J.P. Morgan Europe Limited, as
     Administrative Agent

JPMorgan Chase Bank, N.A.,

      as Collateral Agent and Issuing Bank

BNP Paribas,
     as Issuing Bank

Goodyear European Credit Facility

Ladies and Gentlemen:

     We have acted as counsel to The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), Goodyear Dunlop Tires Europe B.V., a corporation organized under the laws of the Netherlands (the “European J.V.”), Goodyear Dunlop Tires Germany GmbH, a corporation organized under the laws of the Federal Republic of Germany (“GDTG”), Goodyear Dunlop Tires Operations S.A., a société anonyme organized under the laws of Luxembourg (“Lux Tires” and together with GDTG and the European J.V., the “Borrowers”) and each of the entities listed on Exhibit A hereto (collectively, the “Subsidiary Guarantors”) in connection with the Amended and Restated Revolving Credit Agreement, dated as of April 20, 2011 (the “Credit Agreement”), among the Borrowers, certain lenders party thereto (the “Lenders”), J.P. Morgan Europe Limited, as administrative agent (the “Administrative Agent”) and JPMorgan Chase Bank, N.A., as collateral agent (the “Collateral Agent”). This opinion is delivered to you pursuant to Section 4.01(b)(i) of the Credit Agreement. Unless otherwise defined herein, capitalized terms used herein have the meanings provided in the Credit Agreement.

     We have reviewed (i) the Credit Agreement, (ii) the Master Guarantee and Collateral Agreement dated as of March 31, 2003, as amended and restated as of February 20, 2004, as further amended and restated as of April 8, 2005, as further amended as of April 20, 2007 and as further amended as of April 20, 2011 (the “Guarantee and Collateral Agreement”), among the Company, the Subsidiary Guarantors, the grantors party thereto,

certain other Subsidiaries and the Collateral Agent, (iii) the Amendment and Restatement Agreement dated as of April 20, 2011 (the “Amendment Agreement”), in respect of the Credit Agreement and the Guarantee and Collateral Agreement, among the Borrowers, the Lenders, the Administrative Agent, the Collateral Agent, the Subsidiary Guarantors, the grantors party to the Guarantee and Collateral Agreement and certain other Subsidiaries, (iv) the Master Assignment and Acceptance, dated as of April 20, 2011 (the “Master Assignment”), among the parties identified as assignors therein (the “Assignors”), JPMorgan Chase Bank, N.A., as assignee (the “Assignee”), the Company and the Borrowers, (v) the Credit Agreement as in effect immediately prior to the effectiveness of the amendment and restatement thereof contemplated by the Amendment Agreement (the “Original Credit Agreement”), and (vi) such corporate records, certificates and other documents, and such questions of law, as we have deemed necessary or appropriate for the purposes of this opinion. The agreements referred to in clauses (i), (ii), (iii) and (iv) are referred to in this opinion each as a “Document” and collectively as the “Documents.”

     We have assumed that the Company and the Subsidiary Guarantors (each a “Credit Party” and collectively, the “Credit Parties”) are each duly organized under the laws of their respective jurisdictions of organization, that the Credit Parties, other than the entities listed on Exhibit B hereto (each, a “Covered Company” and collectively, the “Covered Companies”), are each validly existing and in good standing under the laws of their respective jurisdictions of organization and that each Credit Party, other than the Covered Companies, has the power and authority to execute and deliver the Documents to which it is a party and to perform its obligations under such Documents. We have assumed further that each of the Credit Parties, other than the Covered Companies, has duly authorized, executed and delivered the Documents to which it is a party. We have assumed further that the execution and delivery by each Credit Party, other than the Covered Companies, of each Document to which such Credit Party is a party and the consummation of the transactions contemplated thereby do not breach or conflict with the provisions of such Credit Party’s certificate of incorporation, certificate of formation, by-laws, limited liability company agreement or other organizational documents, as applicable. We have relied as to certain matters on information obtained from public officials, officers of the Company and its Subsidiaries and other sources that we believe to be responsible.

     We have assumed that the execution and delivery of the Documents by the Credit Parties and the performance by the Credit Parties of their obligations thereunder do not and will not (x) violate or contravene any judgment, order, decree or permit issued by any court, arbitrator or governmental or regulatory authority, (y) conflict with or result in the breach of, constitute a default under, or cause or permit any termination or any mandatory prepayment or acceleration under, any contract or other instrument binding on or affecting the Company or any subsidiary thereof or any of their respective properties or assets other than the agreements listed on Exhibit C hereto (such agreements listed on Exhibit C, the “Scheduled Agreements”), or (z) result in the creation or imposition of any lien, charge or encumbrance (other than those created or imposed under the Documents) upon or with respect to any property or assets of the Company or any Subsidiary, except under any Scheduled Agreement.

     We have assumed that all signatures are genuine, that all documents submitted to

2

us as originals are authentic and that all copies of documents submitted to us conform to the originals. We have assumed further that each of the Secured Parties, the Assignors and the Assignee has duly authorized, executed and delivered the Documents to which it is a party and that each such Document is the valid and binding obligation of such party, enforceable against such party in accordance with its terms.

     Based upon the foregoing and subject to the qualifications and assumptions set forth below, we are of the opinion that:

     1. Each Covered Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to execute and deliver the Documents to which it is a party, to consummate the transactions contemplated thereby and to perform its respective obligations thereunder. Each Covered Company has duly authorized, executed and delivered the Documents to which it is a party.

     2. Each Document constitutes the valid and binding obligation of the Credit Parties party thereto, enforceable against each such Credit Party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

     3. No consent, approval, authorization or other action by or filing with any governmental agency or instrumentality of the State of New York or the United States of America or under the Delaware General Corporation Law (the “DGCL”) is required on the part of any Credit Party for the execution and delivery of any Document to which such Credit Party is a party or the consummation of the transactions contemplated thereby, except (i) those already obtained or made and (ii) such filings and other actions as are required to perfect the security interests and liens granted under the Documents and the other Credit Documents (as such term is defined in the Guarantee and Collateral Agreement).

     4. The execution and delivery by each Credit Party of each Document to which such Credit Party is a party and the consummation of the transactions contemplated thereby do not (i) violate the DGCL or any New York State or Federal statute, law, rule or regulation to which such Credit Party is subject, (ii) breach the provisions of, or cause a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon or with respect to any property or assets of any Credit Party under, any Scheduled Agreement or (iii) in the case of each Delaware Company, breach the provisions of such Delaware Company’s certificate of incorporation, certificate of formation, by-laws, limited liability company agreement or other organizational documents, as applicable.

     5. The Company is not an “investment company” as defined in the Investment Company Act of 1940.

     6. As a result of the transactions occurring on the Effective Date pursuant to the Master Assignment, the Revolving Commitments (as defined in the Original Credit Agreement) of the Assignors under the Original Credit Agreement will have been transferred to JPMorgan Chase Bank, N.A., as Assignee, in accordance with Section 9.04 of the Original

3

Credit Agreement, and not terminated.

     7. After the repayment in full of the Revolving Loans (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement, the amendment and restatement of the Original Credit Agreement as provided in the Amendment Agreement will require the consent of the Company, the Borrowers, the Agents (as defined in the Original Credit Agreement) and JPMorgan Chase Bank, N.A., as Assignee under the Master Assignment of the Revolving Commitments (as defined in the Original Credit Agreement) of the Revolving Lenders (as defined in the Original Credit Agreement), and will not, under the terms of the Original Credit Agreement, require the consent of any other Person.

               The foregoing opinion is subject to the following qualifications:

          (a) The enforceability of certain rights and remedies purported to be granted to the Secured Parties under the Documents may be limited by applicable law, but those limitations (exclusive of the matters referred to in the other qualifications set forth herein) do not make the rights and remedies afforded under the Documents inadequate for the practical realization of the principal benefits intended to be provided by the Documents.

          (b) We express no opinion as to (i) the ownership of or title to any property, or as to the adequacy of any description of any property, (ii) zoning, subdivision or other matters affecting the use, occupancy or operation of the Collateral or (iii) any security interest or lien.

          (c) We express no opinion as to the existence or adequacy of consideration received by any Subsidiary Guarantor in connection with such parties’ obligations under the Guarantee and Collateral Agreement and the Amendment Agreement.

          (d) We express no opinion as to:

     (i) waivers of defenses, subrogation and related rights, rights to trial by jury, rights to object to venue, or other rights or benefits bestowed by operation of law;

     (ii) releases or waivers of unmatured claims or rights;

     (iii) indemnification, contribution, exculpation or provisions for the non-survival of representations, to the extent they purport to indemnify any party against, or release or limit any party’s liability for, its own breach or failure to comply with statutory obligations, or to the extent such provisions are contrary to public policy;

     (iv) grants of powers of attorney or proxies;

     (v) provisions purporting to require a prevailing party in a dispute to pay attorneys’ fees and expenses, or other costs, to a

4

     non-prevailing party;

     (vi) provisions for liquidated damages and penalties, penalty interest and interest on interest;

     (vii) provisions purporting to make a party’s determination conclusive or permitting a party to act in its sole or absolute discretion;

     (viii) exclusive jurisdiction or venue provisions; and

     (ix) provisions purporting to supersede equitable principles, including, without limitation, provisions requiring amendments and waivers to be in writing and provisions making notices effective even if not actually received.

          (e) We express no opinion as to any right of setoff, netting, bankers lien or counterclaim or right to the application of property in the possession or control of any Secured Party.

          (f) Except as set forth in paragraph 5, we express no opinion as to any federal or state securities or Blue Sky laws or as to any anti-fraud laws.

          (g) We express no opinion as to any tax laws, the Employee Retirement Income Security Act of 1974 or any rules or regulations thereunder.

          (h) We express no opinion as to any legal requirements applicable to any Secured Party.

          (i) Our opinions in paragraphs 3 and 4(i) above are limited to laws and regulations normally applicable to transactions of the type contemplated by the Documents and do not extend to laws or regulations relating to, or to licenses, permits, approvals and filings necessary for, the conduct of the business of the Company or any Subsidiary, or to any environmental laws or regulations.

          (j) For purposes of our opinions in paragraphs 6 and 7, we have assumed that (i) the provisions of Section 9.04 of the Original Credit Agreement have been complied with or validly waived and (ii) the assignment of the outstanding Revolving Loans (as defined in the Original Credit Agreement) are enforceable under any applicable laws (other than the law of the State of New York).

     We are members of the bar of the State of New York and the State of California. We do not express any opinion herein on any laws other than the law of the State of New York, the California Corporation Code, the DGCL and the Federal law of the United States of America.

5

     This opinion is given solely for your benefit and the benefit of each Person who becomes a Lender before May 11, 2011, as the result of an assignment by JPMorgan Chase Bank, N.A. or BNP Paribas SA pursuant to the Credit Agreement of any of their respective Loans or Commitments, who may rely upon this opinion as of the date hereof, and may not be relied upon by any other Person without our written consent.

Very truly yours,
 

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EXHIBIT E-1

Exhibit A

Subsidiary Guarantors

1.	Celeron Corporation
2.	Dapper Tire Co., Inc.
3.	Divested Companies Holding Company
4.	Divested Litchfield Park Properties, Inc.
5.	Goodyear Canada Inc.
6.	Goodyear Export Inc.
7.	Goodyear Farms, Inc.
8.	Goodyear International Corporation
9.	Goodyear Western Hemisphere Corporation
10.	Wheel Assemblies Inc.
11.	Wingfoot Commercial Tire Systems, LLC

EXHIBIT E-1

Exhibit B

Covered Companies

1.	Celeron Corporation
2.	Dapper Tire Co., Inc.
3.	Divested Companies Holding Company
4.	Goodyear Export Inc.
5.	Goodyear International Corporation
6.	Goodyear Western Hemisphere Corporation
7.	Wheel Assemblies Inc.

Exhibit C

Scheduled Agreements

1.	Indenture, dated as of March 15, 1996, between the Company and Wells Fargo Bank, N.A. (as successor to JPMorgan Chase Bank), as Trustee, as supplemented on March 11, 1998, in respect of $150,000,000 original principal amount of the Company’s 7% Notes due 2028.
2.	Indenture, dated March 1, 1999, between the Company and Wells Fargo Bank, N.A. (as successor to JPMorgan Chase Bank), as Trustee, as supplemented on March 5, 2010, in respect of $282,000,000 original principal amount of the Company’s 8.75% Notes due 2020.
3.	Umbrella Agreement, dated as of June 14, 1999, as amended by Amendment No. 1 dated as of January 1, 2003, Amendment No. 2 dated as of April 7, 2003, Amendment No. 3 dated as of July 15, 2004 and Amendment No. 4 dated as of February 12, 2008, between the Company and Sumitomo Rubber Industries, Ltd.
4.	Joint Venture Agreement for Europe, dated as of June 14, 1999, as amended by Amendment No. 1 dated as of September 1, 1999, among the Company, Goodyear S.A., a French corporation, Goodyear S.A., a Luxembourg corporation, Goodyear Canada Inc., Sumitomo Rubber Industries, Ltd., and Sumitomo Rubber Europe B.V.
5.	Shareholders Agreement for the Europe JVC, dated as of June 14, 1999, as amended by Amendment No. 1 dated as of April 21, 2000, Amendment No. 2, dated as of July 15, 2004, Amendment No. 3 dated as of August 30, 2005, Amendment No. 4 dated as of April 26, 2007 and Amendment No. 5 dated as of July 1, 2009, among the Company, Goodyear S.A., a French corporation, Goodyear S.A., a Luxembourg corporation, Goodyear Canada Inc., and Sumitomo Rubber Industries, Ltd.
6.	Amended and Restated First Lien Credit Agreement, dated as of April 20, 2007, among the Company, certain lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and Citicorp USA, Inc., as Syndication Agent.
7.	First Lien Guarantee and Collateral Agreement, dated as of April 8, 2005, among the Company, the grantors identified therein, certain subsidiaries of the Company as Subsidiary Guarantors, certain other subsidiaries of the Company and JPMorgan Chase Bank, N.A., as Collateral Agent, as amended by the Reaffirmation of First Lien Guarantee and Collateral Agreement, dated as of April 20, 2007.
8.	Amended and Restated Second Lien Credit Agreement, dated as of April 20, 2007, among the Company, certain lenders party thereto, JPMorgan Chase Bank,

	N.A., as Administrative Agent , and Deutsche Bank Trust Company Americas, as Collateral Agent.
9.	Second Lien Guarantee and Collateral Agreement, dated as of April 8, 2005, among the Company, the grantors identified therein, certain subsidiaries of the Company as Subsidiary Guarantors, certain other subsidiaries of the Company and Deutsche Bank Trust Company Americas, as Collateral Agent, as amended by the Reaffirmation of Second Lien Guarantee and Collateral Agreement, dated as of April 20, 2007.
10.	Indenture, dated as of May 11, 2009, among the Company, the subsidiary guarantors thereunder and Wells Fargo Bank, N.A., as Trustee, in respect of $1,000,000,000 original principal amount of the Company’s 10.500% Senior Notes due 2016.
11.	Indenture, dated as of August 13, 2010, among the Company, the subsidiary guarantors thereunder and Wells Fargo Bank, N.A., as Trustee, as supplemented by the First Supplemental Indenture, dated as of August 13, 2010, among the Company, the subsidiary guarantors thereunder and Wells Fargo Bank, N.A., as trustee, in respect of $1,000,000,000 original principal amount of the Company’s 8.250% Senior Notes due 2020.
12.	Indenture, dated as of April 20, 2011, among the European J.V., the Company, as parent guarantor, the subsidiary guarantors thereunder and Deutsche Trustee Company Limited, as Trustee, in respect of €250,000,000 original principal amount of the European J.V.’s 6.75% Senior Notes due 2019.

EXHIBIT E-2

FORM OF OPINION OF THE GENERAL COUNSEL,
THE ASSOCIATE GENERAL COUNSEL OR
AN ASSISTANT GENERAL COUNSEL OF GOODYEAR

April 20, 2011

The Lenders party to the Credit Agreement
     referred to below

J.P. Morgan Europe Limited,
     as Administrative Agent

JPMorgan Chase Bank, N.A.,
     as Collateral Agent and Issuing Bank

BNP Paribas,
     as Issuing Bank
919 Third Avenue

Ladies and Gentlemen:

          I am the Senior Vice President, General Counsel and Secretary of The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), and am rendering the opinions set forth below in connection with (i) the Amended and Restated Revolving Credit Agreement, dated as of April 20, 2011 (the “Credit Agreement”), among the Company, Goodyear Dunlop Tires Europe B.V. (the “European J.V.”), Goodyear Dunlop Tires Germany GmbH (“GDTG”) and Goodyear Dunlop Tires Operations S.A. (“Lux Tires” and, together with GDTG and the European J.V., the “Borrowers”), certain lenders party thereto, J.P. Morgan Europe Limited, as administrative agent, and JPMorgan Chase Bank, N.A., as collateral agent. This opinion is delivered to you pursuant to Section 4.01(b)(ii) of the Credit Agreement. Unless otherwise defined herein, capitalized terms used herein have the meanings provided in the Credit Agreement.

          I, or members of my staff, have reviewed (i) the Credit Agreement, (ii) the Master Guarantee and Collateral Agreement, dated as of March 31, 2003, as amended and restated as of February 20, 2004, as further amended and restated as of April 8, 2005, as further amended as of April 20, 2007 and as further amended as of April 20, 2011 (the “MGCA”), (iii) the Amendment and Restatement Agreement, dated as of April 20, 2011 (the “Amendment Agreement”), in respect of the Credit Agreement and the MGCA, (iv) the Master Assignment and Acceptance, effective as of April 20, 2011, among the parties

identified as assignors therein, JPMorgan Chase Bank, N.A., as assignee, the Company and the Borrowers, (v) the Credit Agreement as in effect immediately prior to the effectiveness of the amendment and restatement thereof contemplated by the Amendment Agreement, and (vi) such corporate records, certificates and other documents, and such questions of law, as I have deemed necessary or appropriate for the purposes of this opinion. The agreements, documents and instruments referred to in clauses (i) through (v) are referred to in this opinion each as a “Document” and collectively as the “Documents.”

          I have assumed that all signatures are genuine, that all documents submitted to me as originals are authentic and that all copies of documents submitted to me conform to the originals. I have relied as to certain matters on information obtained from public officials, officers of the Company and its Subsidiaries and other sources that I believe to be responsible. I have assumed further that each of the Secured Parties has duly authorized, executed and delivered the Documents to which it is a party and that each such Document is the valid and binding obligation of such Secured Party, enforceable against such Secured Party in accordance with its terms.

          Based upon the foregoing and subject to the qualifications and assumptions set forth below, I am of the opinion that:

          1. The Company and the Subsidiary Guarantors identified on Exhibit A hereto (each a “Credit Party” and together the “Credit Parties”) are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization and each Credit Party has the power and authority to execute and deliver the Documents to which it is a party and to consummate the transactions contemplated thereby.

          2. Each of the Credit Parties has duly authorized, executed and delivered the Documents to which it is a party.

          3. No consent, approval, authorization or other action by or filing with any governmental agency or instrumentality of the State of Ohio is required on the part of any Credit Party for the execution and delivery of any Document to which such Credit Party is a party or the consummation of the transactions contemplated thereby, except those already obtained or made.

          4. The execution and delivery by each Credit Party of each Document to which such Credit Party is a party and the consummation of the transactions contemplated thereby do not (i) violate any Ohio statute, law, rule or regulation to which such Credit Party is subject or (ii) result in any violation of the provisions of such Credit Party’s organizational documents.

          The foregoing opinion is subject to the following qualifications:

          (a) I express no opinion as to any federal or state securities or blue sky laws or as to any anti-fraud laws.

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          (b) I express no opinion as to any tax laws or the Employee Retirement Income Security Act of 1974, as amended, or any rules or regulations thereunder.

          I am a member of the bar of the State of Ohio. In rendering the foregoing opinions, the examination of law referred to above has been limited to, and I express no opinions as to matters under or involving any laws other than, the laws of the State of Ohio.

-3-

          This opinion is given to you solely for your benefit in connection with the transactions described herein and may not be relied upon by you for any other purpose or by any other person for any purpose without my written consent.

Very truly yours,



David L. Bialosky
Senior Vice President,
General Counsel and Secretary
 

-4-

Exhibit A

Subsidiary Guarantors

1. Celeron Corporation

2. Dapper Tire Co., Inc.

3. Divested Companies Holding Company

4. Divested Litchfield Park Properties, Inc.

5. Goodyear Export Inc.

6. Goodyear Farms, Inc.

7. Goodyear International Corporation

8. Goodyear Western Hemisphere Corporation

9. Wheel Assemblies Inc.

10. Wingfoot Commercial Tire Systems, LLC

EXHIBIT F

[FORM OF] VERIFICATION LETTER¹

From: [Assignee], as Lender

To: Goodyear Dunlop Tires Europe B.V.

Date: [      ]

Dear Sirs:

The Goodyear Tire & Rubber Company
Goodyear Dunlop Tires Europe B.V.
Goodyear Dunlop Tires Germany GmbH
Goodyear Dunlop Tires Operations S.A.
Amended and Restated Revolving Credit Agreement
dated as of April [ ], 2011 (the “Agreement”)

          We refer to the Agreement. Terms defined in the Agreement have the same meaning in this letter.

          [On the [date of assignment] we will be a Professional Market Party, because [name of entity] falls within the category [ ] set out in the schedule to this letter.]

or

          [On the [date of assignment] we will be exempted from the requirement to be a Professional Market Party because we form part of a closed circle (besloten kring) with the European J.V.]

          We enclose with this letter a copy of the documents which provide evidence of this status.

LENDER [NAME OF LENDER],
by
	Title:

¹  Include if applicable. Considered required day one Lenders to provide.

THE SCHEDULE

DUTCH ACT ON FINANCIAL SUPERVISION CATEGORIES

(a)	a legal entity or a company that holds a license or is otherwise regulated to be active in the financial markets;
(b)	a legal entity or company that does not hold a license or is not otherwise regulated to be active in the financial markets and of whose only purpose is investing in securities;
(c)	a national or regional government body, central bank, international or supranational financial organizations or other similar international institutions;
(d)	a legal entity or a company that, according to its last annual or consolidated accounts, meets at least two of the following three criteria;

(A)	an average number of employees during the financial year of at least 250;
(B)	a total balance sheet of more than €43,000,000 (or equivalent thereof in another currency);
(C)	an annual net turnover of more than €50,000,000 (or equivalent thereof in another currency).

(e)	a legal entity or a company with its statutory seat in the Netherlands, other than a legal entity or a company than referred to under (d) above, which, at its own request, has been registered with the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) (AFM) or another EEA Member State as a qualified investor.
(f)	a natural person residing in the Netherlands who, at his own request, has been registered with the AFM or another EEA Member State as a qualified investor and who meets at least two of the following three criteria:

(i)	the natural person has carried out transactions of a significant size on securities markets with an average frequency of, at least, ten per quarter over the previous four quarters;
(ii)	the size of the securities portfolio is at least €500,000 (or equivalent thereof in another currency);
(iii)	the natural person works or has worked for at least one year in the financial sector in a professional position which requires knowledge of securities investment.a Qualified Investor as defined in article 1:1 AFS;

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(b)	a subsidiary of any of the persons or entities referred to under (a) above provided that such a subsidiary is subject to consolidated supervision;
(c)	legal entities or companies whose balance sheet, before the repayable funds are made available, amounts to €500,000,000 or more (or equivalent thereof in another currency);
(d)	individuals or companies with a net equity capital, before the repayable funds are made available, of at least €10,000,000 (or the equivalent thereof in another currency) and who has been active in the financial markets with an average of twice a month over a period of at least two consecutive years before the repayable funds are made available;
(e)	legal entities or companies which have been rated by a professional credit rating agency that in the opinion of the Dutch Central Bank has sufficient expertise, or which issues securities or attract repayable funds on the basis of loan agreements that have been rated by a professional credit rating agency that in the opinion of the Dutch Central Bank has sufficient expertise;
(f)	legal entities or companies that are established especially:

(i)	to perform transactions to obtain claims that serve as collateral for securities that have been offered or are to be offered;
(ii)	to perform transactions involving investments in sub-participation interests or derived instruments for transferring credit risks, which transactions may be settled by transferring the claims to the aforementioned legal entity or company, whereby the rights accruing to them from the sub-participating interests or from the derivative instruments will serve as collateral for securities offered or to be offered;
(iii)	to extend credit grants for the exclusive benefit of one or more professional market parties as referred to under (a) and (b) above;

(g) individuals or companies from which repayable funds are obtained and if;

(i)	the nominal value of the first claim (or joint claims ) is at least €50,000 (or equivalent thereof in another currency) and payable as a lump sum; or
(ii)	the first claim (or joint claims) is only obtainable by an amount of at least €50,000 (or equivalent thereof in another currency) and payable as a lump sum.

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EXHIBIT G

FORM OF AFFILIATE AUTHORIZATION

          This Affiliate Authorization (the “Affiliate Authorization”) is dated as of the Effective Date set forth below and is entered into by and between the Secured Affiliate (as defined below) and the Collateral Agent (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Affiliate.

          For good and valuable consideration, the Secured Affiliate hereby (i) authorizes the Collateral Agent to execute and deliver, on behalf of and in the name of such Secured Affiliate, all and any Credit Documents (including without limitation Security Documents) and related documentation, (ii) authorizes the Collateral Agent to appoint any further agents or attorneys to execute and deliver, or otherwise to act, on behalf of and in the name of the Collateral Agent for any such purpose, (iii) authorizes the Collateral Agent to do any and all acts and to make and receive all declarations which are deemed necessary or appropriate to the Collateral Agent.

          The Secured Affiliate and the Collateral Agent agree that the Secured Affiliate appoints the Collateral Agent as its joint and several creditor in accordance with Section 9.15 of the Credit Agreement.

          The Secured Affiliate, by executing and delivering this Affiliate Authorization, acknowledges receipt of a copy of the Guarantee and Collateral Agreement and approves and agrees to be bound by and to act in accordance with the terms and conditions of the Guarantee and Collateral Agreement and each other Security Document, specifically including, without limitation, (i) the provisions of Article V of the Guarantee and Collateral Agreement (governing the distribution of proceeds realized from the exercise of remedies under the Security Documents), (ii) the provisions of Article VI of the Guarantee and Collateral Agreement (governing the manner in which Acts of the Secured Parties are to be evidenced and the manner in which the amounts of the Obligations and the other Obligations (as defined in the Guarantee and Collateral Agreement) are to be determined at any time), (iii) the provisions of Articles VII and XVIII of the Guarantee and Collateral Agreement (relating to the duties and responsibilities of the Collateral Agent and providing for the indemnification and the reimbursement of expenses of the Collateral Agent by the Secured Parties), and (iv) the provisions of Section 11.13 of the Guarantee and Collateral Agreement (providing for releases of Guarantees of and Collateral securing the Obligations). The Secured Affiliate hereto further agrees that the parties to the other Security Documents shall perform their obligations thereunder in accordance with the foregoing provisions of the Guarantee and Collateral Agreement.

          In addition, the Secured Affiliate hereby consents to, and directs the Administrative Agent and the Collateral Agent on its behalf to enter into, any amendment of the Credit Documents that provides for the Collateral to secure, with a priority not

greater than that of the Liens securing the Obligations, Swap Agreements entered into with any Lender or with any Lender under any Credit Facilities Agreement and any refinancings thereof and for Guarantees by the Guarantors of such Swap Agreements, provided that the applicable approvals for such amendments have been obtained under each applicable Credit Facilities Agreement (other than the Credit Agreement) and the documentation governing any such refinancing.

          The Secured Affiliate hereby relieves the Collateral Agent from the self-dealing restrictions imposed by Section 181 of the German Civil Code and the Collateral Agent may also relieve agents and attorneys appointed pursuant to the powers granted under this Affiliate Authorization from the restrictions imposed by Section 181 of the German Civil Code. For the purposes of Italian law, the Secured Affiliate expressly authorizes the Collateral Agent (and any agents and attorneys appointed under this Affiliate Authorization) 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 any Credit Party, on the other hand) solely in relation to this Affiliate Authorization, the Credit Agreement, the Guarantee and Collateral Agreement and the other Security Documents. Any attorney appointed by the Collateral Agent pursuant to this Affiliate Authorization may grant sub-power to a sub-attorney in the same scope.

1.	Secured Affiliate:	[      ]
2.	Collateral Agent:	JPMorgan Chase Bank, N.A., as the Collateral
		Agent under the Credit Agreement
3.	Administrative Agent	J.P. Morgan Europe Limited, as the
		Administrative Agent and Collateral Agent under
		the Credit Agreement
3.	Credit Agreement:	The Credit Agreement dated as of March 31,
		2003, as amended and restated as of April 8,
		2005, as further amended and restated as of
		April 20, 2007, as further amended and restated
		as of April [ ], 2011, among The Goodyear Tire
		& Rubber Company, Goodyear Dunlop Tires
		Europe B.V., Goodyear Dunlop Tires Germany
		GmbH, Goodyear Dunlop Tires Operations S.A.,
		the Lenders parties thereto, J.P. Morgan Europe
		Limited, as Administrative Agent, and JPMorgan
		Chase Bank, N.A., as Collateral Agent
4.	Effective Date:	[      ]

2

          The terms set forth in this Affiliate Authorization are hereby agreed to:

SECURED AFFILIATE,
by
	Name:
	Title:
J.P. MORGAN EUROPE LIMITED, as Administrative Agent,
by
	Name:
	Title:
JPMORGAN CHASE BANK, N.A., as Collateral Agent,
by
	Name:
	Title:

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EXHIBIT H

MANDATORY COSTS RATE

1.	The Mandatory Costs Rate is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.
2.	On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Costs Rate will be calculated by the Administrative Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Borrowing) and will be expressed as a percentage rate per annum.
3.	The Additional Cost Rate for any Lender lending from an office of such Lender in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that lending office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that lending office.
4.	The Additional Cost Rate for any Lender lending from a lending office in the United Kingdom will be calculated by the Administrative Agent as follows:

(a) in relation to a Loan denominated in Pounds Sterling:

AB +C(B – D) + E x 0.01   100 – (A +C) per cent. per annum

(b) in relation to a Loan in any currency other than Pounds Sterling:

E x 0.01   300 per cent. per annum.

Where:

A	is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.
B	is the percentage rate of interest (excluding the applicable interest rate margin under Section 2.13(a) and the Mandatory Costs Rate and, if the

Loan is due and unpaid, the additional rate of interest specified in Section 2.13(b)) payable for the relevant Interest Period on the Loan.

C	is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.
D	is the percentage rate per annum payable by the Bank of England to the Administrative Agent on interest bearing Special Deposits.
E	is designed to compensate Lenders for amounts payable under the Fees Rules and is the most recent rate of charge payable by the Administrative Agent to the Financial Services Authority pursuant to the Fee Rules in respect of the relevant financial year of the Financial Services Authority and expressed in pounds per £1,000,000.

5. For the purposes of this Schedule:

(a)	“Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;
(b)	“Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;
(c)	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);
(d)	“Participating Member State” means any member state of the European Communities that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.
(e)	“Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6.	In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.
7.	Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate. In particular, but without

2

limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a)	the jurisdiction of its lending office; and
(b)	any other information that the Administrative Agent may reasonably require for such purpose.

	Each Lender shall promptly notify the Administrative Agent of any change to the information provided by it pursuant to this paragraph.
8.	The percentages of each Lender for the purpose of A and C above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraph 7 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a lending office in the same jurisdiction as its lending office.
9.	The Administrative Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender pursuant to paragraphs 3 and 7 above is true and correct in all respects.
10.	The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Costs Rate to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender pursuant to paragraphs 3 and 7 above.
11.	Any determination by the Administrative Agent pursuant to this Exhibit in relation to a formula, the Mandatory Costs Rate, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties hereto.
12.	The Administrative Agent may from time to time, after consultation with Goodyear (or the European J.V.) and the Lenders, determine and notify to all parties hereto any amendments which are required to be made to this Exhibit in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

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EXHIBIT I

FORM OF GERMAN TAX CERTIFICATE

[Letterhead: Facility Agent]

To: [German Borrower]

(“ Borrower”)

Certification for presentation to the Tax Office for the purposes of Section 8a of Germany’s Corporation Tax Law

You have asked J.P. Morgan Europe Limited, acting as Administrative Agent upon instruction and on behalf of the Lenders set forth in Annex 1 (“Banks”) to issue a Certification for presentation to the Tax Office for the purposes of the Corporation Tax Law.¹ We hereby declare regarding the credit facility dated April [ ], 2011 in the amount of EUR [     ] (“Loan”) to [     ].

o No securities on capital claims of persons other than the Borrower have been granted.²

o The following securities have been granted by persons other than the Borrower:

1. Security in rem

o Pledges/Liens (e.g. of deposits)

o Assignments (e.g. assignments of receivables)

2. Personal security (e.g. surety, guarantee, assumption of debt)

linked with the following:

o Securities in rem (e.g. on deposits)

o Assignments (e.g. assignments of receivables; global assignments)

o Submission to immediate foreclosure in respect of all or certain assets

o Agreed restraints on disposal

o Other agreements (e.g. pledges/liens under the General Standard Terms and Conditions)³

3. Securities as mentioned above that have been waived during the term of the Loan

Other comments⁴

This Certification is based solely on information that is known to the employees of the Banks who have worked on the Loans.

In providing this Certification, the Banks – in the first place for legal reasons – are not offering any consultancy services on tax matters. In particular, the Banks will not be responsible or liable for the Borrower’s success in obtaining any tax benefits which are the objective of this Certification.

Yours sincerely,

[Administrative Agent]

acting as agent for the Banks

Explanations:

¹ The declaration should only be issued at the request of the Borrower on the occasion of one of the legal transactions mentioned (loan etc.) by the Bank/Savings Bank; furthermore, it must be issued spontaneously by the issuer of the original Certification whenever any change is made in the contract or in the securities which have been provided.

² The list of securities granted by third parties must be supplied and the grantors of the securities must be named regardless of whether not merely short-term deposits or not merely short-term other capital claims within the meaning of marginal note 20 of the FMOF letter of 15 July 2004 on Section 8a Corporation Tax Law (Federal Tax Gazette I 2004 p. 593) are involved. Furthermore, this information must be provided regardless of whether the security depends on the fulfilment of a condition (e.g. security is provided or the debt secured falls due) or on the expiration of a period.

³ All the securities and trust relationships granted for the loan must also be included (e.g. encumbrance of real property, mortgage, letter of responsibility, assignment as security).

⁴ Enter here if (other) persons who are not borrowers have granted security, but have not released the bank from existing bank secrecy as regards this Certification.

2

EX-12.1

EXHIBIT 12.1

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS

	Six
	Months
	Ended
	June 30,		Year Ended December 31,
(Dollars in millions)	2011		2010			2009			2008		2007		2006
EARNINGS
Pre-tax income (loss) from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees	$	299	$	(3	)	$	(365	)	$	176	$	436	$	(230	)
Add:
Amortization of previously capitalized interest		4		9			8			8		10		12
Distributed income of equity investees		6		4			3			3		3		5
Total additions		10		13			11			11		13		17
Deduct:
Capitalized interest		18		26			14			23		10		7
Minority interest in pre-tax income of consolidated subsidiaries with no fixed charges		6		6			4			11		14		8
Total deductions		24		32			18			34		24		15
TOTAL EARNINGS (LOSS)	$	285	$	(22	)	$	(372	)	$	153	$	425	$	(228	)
FIXED CHARGES
Interest expense	$	155	$	316		$	311		$	320	$	470	$	467
Capitalized interest		18		26			14			23		10		7
Amortization of debt discount, premium or expense		7		14			16			17		26		21
Interest portion of rental expense (1)		56		111			105			105		101		98
Proportionate share of fixed charges of investees accounted for by the equity method		—		1			1			1		1		—
TOTAL FIXED CHARGES	$	236	$	468		$	447		$	466	$	608	$	593
TOTAL EARNINGS BEFORE FIXED CHARGES	$	521	$	446		$	75		$	619	$	1,033	$	365
Preferred Dividends	$	7	$	*		$	*		$	*	$	*	$	*
Ratio of pre-tax income to net income		1.70		*			*			*		*		*
Preferred Dividend Factor	$	12	$	*		$	*		$	*	$	*	$	*
Total Fixed Charges		236		468			447			466		608		593
TOTAL FIXED CHARGES AND PREFFERED DIVIDENDS	$	248	$	468		$	447		$	466	$	608	$	593
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS		2.10		**			***			1.33		1.70		****

*	No preferred stock was outstanding for these periods.
**	Earnings for the year ended December 31, 2010 were inadequate to cover fixed charges. The coverage deficiency was $22 million.
***	Earnings for the year ended December 31, 2009 were inadequate to cover fixed charges. The coverage deficiency was $372 million.
****	Earnings for the year ended December 31, 2006 were inadequate to cover fixed charges. The coverage deficiency was $228 million.

(1) Interest portion of rental expense is estimated to equal 1/3 of such expense, which is considered a reasonable approximation of the interest factor.

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Richard J. Kramer, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of The Goodyear Tire & Rubber Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 28, 2011

/s/ Richard J. Kramer Richard J. Kramer

Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Darren R. Wells, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of The Goodyear Tire & Rubber Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 28, 2011

/s/ Darren R. Wells Darren R. Wells

Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), hereby certifies with respect to the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2011 as filed with the Securities and Exchange Commission (the “10-Q Report”) that to his knowledge:

(1)	the 10-Q Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: July 28, 2011	/s/ Richard J. Kramer Richard J. Kramer
	Chairman of the Board, President and Chief Executive Officer The Goodyear Tire & Rubber Company
Dated: July 28, 2011	/s/ Darren R. Wells Darren R. Wells
	Executive Vice President and Chief Financial Officer The Goodyear Tire & Rubber Company

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Document and Entity Information (USD $) In Billions, except Share data	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Document and Entity Information [Abstract]
Entity Registrant Name	GOODYEAR TIRE & RUBBER CO /OH/
Entity Central Index Key	0000042582
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float		$ 2.4
Entity Common Stock, Shares Outstanding	244,361,075

XML



Other Expense

6 Months Ended

Jun. 30, 2011

Other Expense [Abstract]

OTHER EXPENSE

NOTE 3. OTHER EXPENSE

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions) (Income) Expense	2011			2010			2011			2010
Net foreign currency exchange losses	$	6		$	12		$	9		$	121
Financing fees and financial instruments		63			7			72			20
General and product liability — discontinued products (Note 11)		3			7			8			11
Net (gains) losses on asset sales		(11	)		(8	)		(13	)		(24	)
Royalty income		(11	)		(9	)		(20	)		(15	)
Interest income		(3	)		(2	)		(6	)		(5	)
Miscellaneous		1			—			2			3
	$	48		$	7		$	52		$	111

Net foreign currency exchange losses in the second quarter of 2011 were $6 million, compared to $12 million in the second quarter of 2010. Foreign currency exchange losses in the first six months of 2011 were $9 million, compared to $121 million in the first six months of 2010. Losses in 2010 included a loss of $110 million resulting from the January 8, 2010 devaluation of the Venezuelan bolivar fuerte against the U.S. dollar and the establishment of a two-tier exchange rate structure. Foreign currency exchange in all periods also reflected net gains and losses resulting from the effect of exchange rate changes on various foreign currency transactions worldwide.

     Effective January 1, 2010, Venezuela’s economy was considered to be highly inflationary under U.S. generally accepted accounting principles since it experienced a rate of general inflation in excess of 100% over the latest three year period, based upon the blended Consumer Price Index and National Consumer Price Index. Accordingly, the U.S. dollar was determined to be the functional currency of our Venezuelan subsidiary. All gains and losses resulting from the remeasurement of its financial statements since January 1, 2010 were determined using official exchange rates.

     On January 8, 2010, Venezuela established a two-tier exchange rate structure for essential and non-essential goods. For essential goods the official exchange rate was 2.6 bolivares fuertes to the U.S. dollar and for non-essential goods the official exchange rate was 4.3 bolivares fuertes to the U.S. dollar. On January 1, 2011, the two-tier exchange rate structure was eliminated. For our unsettled amounts at December 31, 2010 and going forward, the official exchange rate of 4.3 bolivares fuertes to the U.S. dollar will be used for substantially all goods.

     The $110 million foreign currency exchange loss in the first quarter of 2010 primarily consisted of a $157 million remeasurement loss on bolivar-denominated net monetary assets and liabilities, including deferred taxes, at the time of the January 2010 devaluation. The loss was primarily related to cash deposits in Venezuela that were remeasured at the official exchange rate of 4.3 bolivares fuertes applicable to non-essential goods, and was partially offset by a $47 million subsidy receivable related to U.S. dollar-denominated payables that were expected to be settled at the official subsidy exchange rate of 2.6 bolivares fuertes applicable to essential goods. Since we expected these payables to be settled at the subsidy essential goods rate, we established a subsidy receivable to reflect the expected benefit to be received in the form of the difference between the essential and non-essential goods exchange rates. Throughout 2010, we periodically assessed our ability to realize the benefit of the subsidy receivable and a substantial portion of purchases by our Venezuelan subsidiary had qualified and settled at the official exchange rate for essential goods. As a result of the elimination of the official subsidy exchange rate for essential goods, we recorded a foreign exchange loss of $24 million in the fourth quarter of 2010 related to the reversal of the subsidy receivable at December 31, 2010.

     Financing fees increased by $56 million due primarily to $53 million of charges in the second quarter of 2011 related to the redemption of $350 million in aggregate principal amount of our outstanding 10.5% senior notes due 2016, of which $37 million related to cash premiums paid on the redemption and $16 million related to the write-off of deferred financing fees and unamortized discount.

     General and product liability — discontinued products includes charges for claims against us related primarily to asbestos personal injury claims, net of probable insurance recoveries. We recorded $6 million and $5 million of expense related to asbestos claims in the second quarter of 2011 and 2010, respectively. In addition, we recorded $3 million of income related to probable insurance recoveries and a $2 million decrease in probable insurance recoveries in the second quarter of 2011 and 2010, respectively. We recorded $11 million and $12 million of expense related to asbestos claims in the first six months of 2011 and 2010, respectively. In addition, we recorded $5 million and $1 million of income related to probable insurance recoveries in the first six months of 2011 and 2010, respectively.

     Net gains on asset sales were $11 million in the second quarter of 2011, compared to net gains on asset sales of $8 million in the second quarter of 2010. Net gains on asset sales were $13 million in the first six months of 2011, compared to net gains on asset sales of $24 million in the first six months of 2010. Net gains on asset sales in 2011 included second quarter gains on the sale of the farm tire business in Latin American Tire and the recognition of a deferred gain from the sale of property in North American Tire. Net gains on asset sales in 2010 included a first quarter gain on the sale of land in Thailand and a second quarter gain on the recognition of a deferred gain from the sale of property in Latin American Tire.

     Royalty income is derived primarily from licensing arrangements related to divested businesses. Interest income consisted primarily of amounts earned on cash deposits.

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Sale of Farm Tire and Wire Business

6 Months Ended

Jun. 30, 2011

Sale of Farm Tire and Wire Business [Abstract]

SALE OF FARM TIRE AND WIRE BUSINESSES

NOTE 4. SALE OF FARM TIRE AND WIRE BUSINESSES

On December 13, 2010, we entered into agreements with Titan Tire Corporation, a subsidiary of Titan International Inc., to sell our European and Latin American farm tire businesses, including licensing agreements that will allow Titan to manufacture and sell Goodyear-brand farm tires in Europe, Latin America and North America. The Latin American portion of the transaction was completed on April 1, 2011. Proceeds from the sale were $99 million, before withholding taxes of $5 million and subject to post-closing adjustments. We recorded a pre-tax gain of $6 million on the sale in the second quarter of 2011. The European portion of the transaction, which has not yet been completed, is subject to the exercise of a put option by us following completion of a social plan related to the previously announced discontinuation of consumer tire production at one of our facilities in Amiens, France and required consultation with various works councils. The put option expires on November 30, 2011. The purchase price for the European portion of the transaction is now expected to be €12.3 million (approximately $18 million) in cash, subject to post-closing adjustments.

     The assets and liabilities of the Latin American farm tire business were classified as held-for-sale at December 31, 2010. The carrying amount of the net assets at that date totaled $33 million, and included $44 million of property, plant and equipment, $16 million of inventories, $14 million of deferred income, $10 million of compensation and benefit liabilities, and $5 million of deferred income taxes. Due to uncertainty surrounding the timing of the completion of the Amiens social plan, the European business was classified as held-and-used at June 30, 2011 and at December 31, 2010. The long-lived assets of the European business did not have identifiable cash flows that were largely independent of other assets and liabilities and, accordingly, were tested for impairment at the reporting unit level. No impairment was indicated as a result of that testing. Additionally, the remaining useful life and estimated residual value of the long-lived assets were reviewed and no modifications were indicated as a result of that review.

     On June 8, 2011, we entered into agreements with Hyosung Corporation to sell our steel tire cord (wire) manufacturing business. The transaction consisted primarily of inventories and manufacturing equipment at our facilities in Asheboro, North Carolina and Colmar-Berg, Luxembourg, and a licensing agreement allowing Hyosung to use certain of our patents and know-how associated with the acquired business. In addition, we entered into an agreement under which Hyosung will supply us with finished wire products. The transaction was completed on July 1, 2011. Proceeds from the sale were $50 million, subject to post-closing adjustments. We expect to record a small gain on the sale in the third quarter of 2011. The assets and liabilities of the wire business totaled $24 million at June 30, 2011 and were classified as held-for-sale at that date.

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Income Taxes

6 Months Ended

Jun. 30, 2011

Income Taxes [Abstract]

INCOME TAXES

NOTE 5. INCOME TAXES

In the second quarter of 2011, we recorded tax expense of $64 million on income before income taxes of $120 million. For the first six months of 2011, we recorded tax expense of $126 million on income before income taxes of $306 million. Income tax expense for the first six months of 2011 was unfavorably impacted by $18 million due primarily to the settlement of prior tax years and to increased tax reserves as a result of negative tax court rulings in a foreign jurisdiction. In the second quarter of 2010, we recorded tax expense of $43 million on income before income taxes of $82 million. For the first six months of 2010, we recorded tax expense of $96 million on income before income taxes of $111 million. Income tax expense for the first six months of 2010 was favorably impacted by $4 million due to various discrete items.

     We continue to maintain a full valuation allowance against our net Federal and state deferred tax assets, however this did not have a significant impact on the consolidated effective tax rate for the first six months of 2011 due to the near break-even income before income taxes in the U.S. For the first six months of 2010, the difference between our effective tax rate and the U.S statutory rate was primarily attributable to maintaining a full valuation allowance against our net Federal and state deferred tax assets.

     At January 1, 2011, we had unrecognized tax benefits of $87 million that, if recognized, would have a favorable impact on our tax expense of $81 million. We had accrued interest of $13 million as of January 1, 2011. If not favorably settled, $23 million of the unrecognized tax benefits and $13 million of the accrued interest would require the use of our cash. It is reasonably possible that our unrecognized tax benefits may change during the next 12 months. However, we do not expect changes during the next 12 months to have a significant impact on our financial position or results of operations.

     Generally, years beginning after 2004 are still open to examination by foreign taxing authorities, and in Germany, we are open to examination from 2006 onward. In the United States, we are open to examination from 2010 onward.

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Earnings Loss Per Share

6 Months Ended

Jun. 30, 2011

Earning (Loss) per Share [Abstract]

EARNINGS (LOSS) PER SHARE

NOTE 6. EARNINGS (LOSS) PER SHARE

Basic earnings per share are computed based on the weighted average number of common shares outstanding. Diluted earnings per share are calculated to reflect the potential dilution that could occur if securities or other contracts were exercised or converted into common stock.

          Basic and diluted earnings per common share are calculated as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions, except per share amounts)	2011		2010		2011		2010
Earnings per share — basic:
Goodyear net income (loss)	$	47	$	28	$	150	$	(19	)
Less: Preferred stock dividends		7		—		7		—
Goodyear net income (loss) available to common shareholders	$	40	$	28	$	143	$	(19	)
Weighted average shares outstanding		244		242		244		242
Earnings per common share — basic	$	0.16	$	0.11	$	0.58	$	(0.08	)
Earnings per share — diluted:
Goodyear net income (loss)	$	47	$	28	$	150	$	(19	)
Less: Preferred stock dividends		7		—		—		—
Goodyear net income (loss) available to common shareholders	$	40	$	28	$	150	$	(19	)
Weighted average shares outstanding		244		242		244		242
Dilutive effect of mandatory convertible preferred stock		—		—		15		—
Dilutive effect of stock options and other dilutive securities		3		2		3		—
Weighted average shares outstanding — diluted		247		244		262		242
Earnings per common share — diluted	$	0.16	$	0.11	$	0.57	$	(0.08	)

Weighted average shares outstanding — diluted excludes the effect of approximately 30 million equivalent shares for the three months ended June 30, 2011 related to the mandatory convertible preferred stock as their inclusion would have been anti-dilutive. In addition, Goodyear net income used to compute earnings per common share — diluted for the three months ended June 30, 2011 is reduced by $7 million of preferred stock dividends since the inclusion of the related shares of preferred stock would have been anti-dilutive. Additionally, weighted average shares outstanding — diluted excludes approximately 6 million and 7 million equivalent shares for the three and six months ended June 30, 2011, respectively, related to options with exercise prices greater than the average market price of our common shares (i.e. “underwater” options).

          Weighted average shares outstanding — diluted excludes approximately 5 million equivalent shares for the six months ended June 30, 2010 related to options with exercise prices less than the average market price of our common shares (i.e., “in-the-money” options), as their inclusion would have been anti-dilutive due to the Goodyear net loss. Additionally, weighted average shares outstanding — diluted excludes approximately 12 million and 11 million equivalent shares for the three and six months ended June 30, 2010, respectively, related to options with exercise prices greater than the average market price of our common shares (i.e., “underwater” options).

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Business Segments

6 Months Ended

Jun. 30, 2011

Business Segments [Abstract]

BUSINESS SEGMENTS

NOTE 7. BUSINESS SEGMENTS

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions)	2011			2010			2011			2010
Sales:
North American Tire	$	2,411		$	2,049		$	4,718		$	3,828
Europe, Middle East and Africa Tire		1,943			1,455			3,902			2,984
Latin American Tire		640			529			1,225			1,007
Asia Pacific Tire		626			495			1,177			979
Net Sales	$	5,620		$	4,528		$	11,022		$	8,798
Segment Operating Income:
North American Tire	$	137		$	16		$	177		$	2
Europe, Middle East and Africa Tire		126			73			279			182
Latin American Tire		54			66			121			142
Asia Pacific Tire		65			64			132			133
Total Segment Operating Income		382			219			709			459
Rationalizations		(46	)		(6	)		(55	)		(8	)
Interest expense		(81	)		(77	)		(155	)		(151	)
Other expense		(48	)		(7	)		(52	)		(111	)
Asset write-offs and accelerated depreciation		(25	)		(6	)		(34	)		(9	)
Corporate incentive compensation plans		(21	)		(20	)		(35	)		(27	)
Pension curtailments/settlements		(11	)		—			(11	)		—
Intercompany profit elimination		(2	)		7			(11	)		(2	)
Other		(28	)		(28	)		(50	)		(40	)
Income before Income Taxes	$	120		$	82		$	306		$	111

Rationalizations, as described in Note 2, Costs Associated with Rationalization Programs, net gains on asset sales, as described in Note 3, Other Expense, and asset write-offs and accelerated depreciation are not charged (credited) to the strategic business units (“SBUs”) for performance evaluation purposes, but were attributable to the SBUs as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2011			2010			2011			2010
Rationalizations:
North American Tire	$	34		$	(1	)	$	40		$	5
Europe, Middle East and Africa Tire		6			(1	)		7			(7	)
Latin American Tire		—			1			—			3
Asia Pacific Tire		6			7			8			8
Total Segment Rationalizations		46			6			55			9
Corporate		—			—			—			(1	)
	$	46		$	6		$	55		$	8
Net Gains on Asset Sales:
North American Tire	$	(5	)	$	(1	)	$	(5	)	$	(1	)
Europe, Middle East and Africa Tire		(1	)		—			(2	)		(1	)
Latin American Tire		(3	)		(7	)		(4	)		(7	)
Asia Pacific Tire		—			—			—			(15	)
Total Segment Asset Sales		(9	)		(8	)		(11	)		(24	)
Corporate		(2	)		—			(2	)		—
	$	(11	)	$	(8	)	$	(13	)	$	(24	)

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2011		2010		2011		2010
Asset Write-offs and Accelerated Depreciation:
North American Tire	$	24	$	—	$	32	$	1
Europe, Middle East and Africa Tire		—		1		—		1
Asia Pacific Tire		1		5		2		7
Total Segment Asset Write-offs and Accelerated Depreciation	$	25	$	6	$	34	$	9

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Financing Arrangements and Derivative Financial Instruments

6 Months Ended

Jun. 30, 2011

Financing Arrangements and Derivative Financial Instruments [Abstract]

FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

NOTE 8. FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

At June 30, 2011, we had total credit arrangements of $8,105 million, of which $2,398 million were unused. At that date, 44% of our debt was at variable interest rates averaging 4.15%.

Notes Payable and Overdrafts, Long Term Debt and Capital Leases due Within One Year and Short Term Financing Arrangements

At June 30, 2011, we had short term committed and uncommitted credit arrangements totaling $638 million, of which $377 million were unused. These arrangements are available primarily to certain of our international subsidiaries through various banks at quoted market interest rates. There are no commitment fees associated with these arrangements.

          The following table presents amounts due within one year:

	June 30,			December 31,
(In millions)	2011			2010
Notes payable and overdrafts	$	261		$	238
Weighted average interest rate		5.32	%		4.56	%
Long term debt and capital leases due within one year:
Other domestic and international debt (including capital leases)	$	257		$	188
Weighted average interest rate		10.03	%		8.77	%
Total obligations due within one year	$	518		$	426

Long Term Debt and Capital Leases and Financing Arrangements

At June 30, 2011, we had long term credit arrangements totaling $7,467 million, of which $2,021 million were unused.

          The following table presents long term debt and capital leases, net of unamortized discounts, and interest rates:

	June 30, 2011						December 31, 2010
				Interest						Interest
(In millions)	Amount			Rate			Amount			Rate
Notes:
10.5% due 2016	$	629					$	966
6.75% Euro Notes due 2019		362						—
8.25% due 2020		994						993
8.75% due 2020		264						263
7% due 2028		149						149
Credit Facilities:
$1.5 billion first lien revolving credit facility due 2013		—			—			—			—
$1.2 billion second lien term loan facility due 2014		1,200			1.94	%		1,200			1.96	%
€400 million revolving credit facility due 2016		138			3.82	%		—			—
Pan-European accounts receivable facility due 2015		463			3.99	%		319			3.73	%
Chinese credit facilities		329			5.74	%		153			5.45	%
Other domestic and international debt(1)		496			9.88	%		446			9.04	%
		5,024						4,489
Capital lease obligations		19						18
		5,043						4,507
Less portion due within one year		(257	)					(188	)
	$	4,786					$	4,319

(1) Interest rates are weighted average interest rates.

NOTES

€250 Million 6.75% Senior Notes due 2019 of Goodyear Dunlop Tires Europe B.V. (“GDTE”)

On April 20, 2011, GDTE issued €250 million aggregate principal amount of 6.75% senior notes due 2019. These notes were sold at 100% of the principal amount and will mature on April 15, 2019. These notes are unsecured senior obligations of GDTE and are guaranteed, on an unsecured senior basis, by the Company and our U.S. and Canadian subsidiaries that also guarantee our obligations under our senior secured credit facilities described below.

          We have the option to redeem these notes, in whole or in part, at any time on or after April 15, 2015 at a redemption price of 103.375%, 101.688% and 100% during the 12-month periods commencing on April 15, 2015, 2016 and 2017 and thereafter, respectively, plus accrued and unpaid interest to the redemption date. Prior to April 15, 2015, we may redeem these notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a make-whole premium and accrued and unpaid interest to the redemption date. In addition, prior to April 15, 2014, we may redeem up to 35% of the original aggregate principal amount of these notes from the net cash proceeds of certain equity offerings at a redemption price equal to 106.75% of the principal amount plus accrued and unpaid interest to the redemption date.

          The terms of the indenture for these notes, among other things, limit the ability of the Company and certain of its subsidiaries, including GDTE, to incur additional debt or issue redeemable preferred stock, pay dividends or make certain other restricted payments or investments, incur liens, sell assets, incur restrictions on the ability of the Company’s subsidiaries to pay dividends to the Company, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of their assets. These covenants are subject to significant exceptions and qualifications. For example, if these notes are assigned an investment grade rating by Moody’s and Standard & Poor’s and no default has occurred or is continuing, certain covenants will be suspended. The indenture has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

Partial Redemption of 10.5% Senior Notes due 2016

On May 27, 2011, we redeemed $350 million in aggregate principal amount of our outstanding 10.5% senior notes due 2016 at an aggregate redemption price of $387 million, including a $37 million prepayment premium, plus accrued and unpaid interest to the redemption date. We also recorded $16 million of expense for the write-off of unamortized discounts and deferred financing fees as a result of the redemption.

CREDIT FACILITIES

$1.5 Billion Amended and Restated First Lien Revolving Credit Facility due 2013

This facility is available in the form of loans or letters of credit, with letter of credit availability limited to $800 million. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to $250 million. Our obligations under the facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries. Our obligations under the facility and our subsidiaries’ obligations under the related guarantees are secured by first priority security interests in a variety of collateral.

          This facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our financial condition since December 31, 2006. This facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

          At June 30, 2011, we had no borrowings and $415 million of letters of credit issued under the revolving credit facility. At December 31, 2010, we had no borrowings and $474 million of letters of credit issued under the revolving credit facility.

$1.2 Billion Amended and Restated Second Lien Term Loan Facility due 2014

Our obligations under this facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries and are secured by second priority security interests in the same collateral securing the $1.5 billion first lien revolving credit facility. At June 30, 2011 and December 31, 2010, this facility was fully drawn.

     This facility has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

€400 Million Amended and Restated Senior Secured European Revolving Credit Facility due 2016

On April 20, 2011, we amended and restated our existing €505 million European revolving credit facility. Significant changes to that facility include the extension of the maturity to 2016, the reduction of the available commitments thereunder from €505 million to €400 million and a decrease of the commitment fee by 12.5 basis points to 50 basis points. Loans will bear interest at LIBOR plus 250 basis points for loans denominated in U.S. dollars or pounds sterling and EURIBOR plus 250 basis points for loans denominated in euros.

          The facility consists of (i) a €100 million German tranche that is available only to Goodyear Dunlop Tires Germany GmbH (the “German borrower”) and (ii) a €300 million all-borrower tranche that is available to GDTE, the German borrower and certain of GDTE’s other subsidiaries. Up to €50 million in letters of credit are available for issuance under the all-borrower tranche.

     GDTE and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany provide guarantees to support the facility. GDTE’s obligations under the facility and the obligations of its subsidiaries under the related guarantees are secured by security interests in collateral that includes, subject to certain exceptions:

• the capital stock of the principal subsidiaries of GDTE; and

• a substantial portion of the tangible and intangible assets of GDTE and GDTE’s subsidiaries in the United Kingdom, Luxembourg, France and Germany, including certain accounts receivable, inventory, real property, equipment, contract rights and cash accounts, but excluding certain accounts receivable and cash accounts in subsidiaries that are or may become parties to securitization programs.

The German guarantors secure the German tranche on a first-lien basis and the all-borrower tranche on a second-lien basis. GDTE and its other subsidiaries that provide guarantees secure the all-borrower tranche on a first-lien basis and do not provide collateral support for the German tranche. The Company and its U.S. and Canadian subsidiaries that guarantee our U.S. senior secured credit facilities also provide unsecured guarantees in support of the facility.

          The facility, which matures on April 20, 2016, contains covenants similar to those in our first lien revolving credit facility, with additional limitations applicable to GDTE and its subsidiaries. In addition, under the facility, GDTE’s ratio of Consolidated Net J.V. Indebtedness to Consolidated European J.V. EBITDA for a period of four consecutive fiscal quarters is not permitted to be greater than 3.0 to 1.0 at the end of any fiscal quarter. Consolidated Net J.V. Indebtedness is determined net of the sum of (1) cash and cash equivalents in excess of $100 million held by GDTE and its subsidiaries, (2) cash and cash equivalents in excess of $150 million held by the Company and its U.S. subsidiaries and (3) availability under our first lien revolving credit facility if available borrowings under our first lien revolving credit facility plus Available Cash (as defined thereunder) is equal to or greater than $150 million and the conditions to borrowing thereunder are met. Consolidated Net J.V. Indebtedness also excludes loans from other consolidated Goodyear entities. “Consolidated Net J.V. Indebtedness” and “Consolidated European J.V. EBITDA” have the meanings given them in the facility.

          The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our financial condition since December 31, 2010. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

          At June 30, 2011, there were no borrowings outstanding under the German tranche and $138 million (€95 million) was outstanding under the all-borrower tranche. At December 31, 2010, there were no borrowings under the revolving credit facility. Letters of credit issued under the all-borrower tranche totaled $7 million (€5 million) at June 30, 2011 and $12 million (€9 million) at December 31, 2010.

International Accounts Receivable Securitization Facilities (On-Balance Sheet)

GDTE and certain of its subsidiaries are parties to a pan-European accounts receivable securitization facility that provides up to €450 million of funding and expires in 2015. Utilization under this facility is based on current available receivable balances. The facility is subject to customary annual renewal of back-up liquidity commitments.

          The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GDTE subsidiaries to a bankruptcy-remote French company controlled by one of the liquidity banks in the facility. These subsidiaries retain servicing responsibilities. At June 30, 2011 and December 31, 2010, the amount available, and fully utilized under this program, totaled $463 million (€320 million) and $319 million (€238 million), respectively. The program did not qualify for sale accounting, and accordingly, these amounts are included in Long term debt and capital leases.

          In addition to the pan-European accounts receivable securitization facility discussed above, subsidiaries in Australia have an accounts receivable securitization program totaling $83 million and $72 million at June 30, 2011 and December 31, 2010, respectively. The receivables sold under this program also serve as collateral for the related facility. We retain the risk of loss related to these receivables in the event of non-payment. These amounts are included in Notes payable and overdrafts.

          For a description of the collateral securing the facilities described above as well as the covenants applicable to them, refer to the Note to the Consolidated Financial Statements No. 12, Financing Arrangements and Derivative Financial Instruments, in our 2010 Form 10-K.

Other Foreign Credit Facilities

Our Chinese subsidiary has two financing agreements in China. At June 30, 2011, these non-revolving credit facilities had total unused availability of 1.5 billion renminbi ($231 million) and can only be used to finance the relocation and expansion of our manufacturing facilities in China. The facilities contain covenants relating to our Chinese subsidiary and have customary representations and warranties and defaults relating to our Chinese subsidiary’s ability to perform its obligations under the facilities. One of the facilities (with 1.1 billion renminbi of unused availability at June 30, 2011) matures in 2016 and principal amortization begins in 2013. There were $194 million and $99 million of borrowings outstanding under this facility at June 30, 2011 and December 31, 2010, respectively. The other facility (with 0.4 billion renminbi of unused availability at June 30, 2011) matures in 2018 and principal amortization begins in 2015. There were $135 million and $54 million of borrowings outstanding under this facility at June 30, 2011 and December 31, 2010, respectively. Restricted cash of $33 million and $8 million was related to funds obtained under these credit facilities at June 30, 2011 and December 31, 2010, respectively.

OTHER DOMESTIC DEBT

Global and North American Tire Headquarters

On April 13, 2011, we entered into agreements for the construction of a new Global and North American Tire Headquarters facility in Akron, Ohio. We concurrently entered into an agreement to occupy the facility under a 27-year lease, including the two-year construction period. Due to our continuing involvement with the financing during construction, we will record a non-cash increase to fixed assets and financing liabilities on our Consolidated Balance Sheet as costs are incurred during the construction period. The total cost of the project is expected to be $160 million, of which approximately $60 million will be funded by government financing and incentives. The total financing liability is expected to approximate $100 million, of which $6 million has been recorded in Long term debt and capital leases at June 30, 2011.

DERIVATIVE FINANCIAL INSTRUMENTS

We utilize derivative financial instrument contracts and nonderivative instruments to manage interest rate, foreign exchange and commodity price risks. We have established a control environment that includes policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. We do not hold or issue derivative financial instruments for trading purposes.

Foreign Currency Contracts

We will enter into foreign currency contracts in order to manage the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade receivables and payables, equipment acquisitions, intercompany loans, royalty agreements and forecasted purchases and sales. Contracts hedging short term trade receivables and payables normally have no hedging designation.

     The following table presents fair values for foreign currency contracts not designated as hedging instruments:

	June 30,			December 31,
(In millions)	2011			2010
Fair Values — asset (liability):
Accounts receivable	$	12		$	25
Other assets		1			1
Other current liabilities		(14	)		(15	)

At June 30, 2011 and December 31, 2010, these outstanding foreign currency derivatives had notional amounts of $1,393 million and $1,324 million, respectively, and were primarily related to intercompany loans. Other Expense included net transaction losses of $4 million and $39 million for the three and six months ended June 30, 2011, respectively, compared to net transaction gains of $64 million and $97 million for the three and six months ended June 30, 2010, respectively, on foreign currency derivatives. These amounts were substantially offset in Other Expense by the effect of changing exchange rates on the underlying currency exposures.

     The following table presents fair values for foreign currency contracts designated as cash flow hedging instruments:

	June 30,			December 31,
(In millions)	2011			2010
Fair Values — asset (liability):
Other current liabilities	$	(9	)	$	(2	)

At June 30, 2011 and December 31, 2010, these outstanding foreign currency derivatives had notional amounts of $231 million and $75 million, respectively, and primarily related to intercompany transactions. Amounts deferred to Accumulated Other Comprehensive Loss (“AOCL”) included losses of $5 million and $14 million for the three and six months ended June 30, 2011, respectively, and a deferred gain of $1 million for the three months ended June 30, 2010. There were no amounts deferred to AOCL for the six months ended June 30, 2010. For the three and six months ended June 30, 2011 deferred losses of $2 million were reclassified from AOCL into CGS. There were no deferred losses reclassified from AOCL into CGS in the three and six months ended June 30, 2010. The estimated net amount of the deferred losses on June 30, 2011 that is expected to be reclassified to earnings within the next twelve months is $15 million.

     The counterparties to our foreign currency contracts were substantial and creditworthy multinational commercial banks or other financial institutions that are recognized market makers. We control our credit exposure by diversifying across multiple counterparties and by setting counterparty credit limits based on long term credit ratings and other indicators of counterparty credit risk such as credit default swap spreads. We also enter into master netting agreements with counterparties when possible. Based on our analysis, we consider the risk of counterparty nonperformance associated with these contracts to be remote. However, the inability of a counterparty to fulfill its obligations when due could have a material adverse effect on our consolidated financial position, results of operations or liquidity in the period in which it occurs.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2011

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheet at June 30, 2011 and December 31, 2010:

					Quoted Prices in
	Total Carrying				Active Markets for								Significant
	Value in the				Identical				Significant Other				Unobservable
	Consolidated				Assets/Liabilities				Observable Inputs				Inputs
	Balance Sheet				(Level 1)				(Level 2)				(Level 3)
(In millions)	2011		2010		2011		2010		2011		2010		2011		2010
Assets:
Investments	$	44	$	38	$	44	$	38	$	—	$	—	$	—	$	—
Foreign Exchange Contracts		13		26		—		—		11		25		2		1
Total Assets at Fair Value	$	57	$	64	$	44	$	38	$	11	$	25	$	2	$	1
Liabilities:
Foreign Exchange Contracts	$	23	$	17	$	—	$	—	$	23	$	17	$	—	$	—
Total Liabilities at Fair Value	$	23	$	17	$	—	$	—	$	23	$	17	$	—	$	—

Derivative financial instrument valuations classified as Level 3 included embedded currency derivatives in long-dated operating leases. The valuation of the embedded currency derivatives is based on an extrapolation of forward rates to the assumed expiration of the leases. Realized and unrealized gains and losses related to the embedded currency derivatives are included in Other Expense.

     The following table presents supplemental fair value information about long term fixed rate and variable rate debt, excluding capital leases, at June 30, 2011 and December 31, 2010. The fair value was estimated using quoted market prices or discounted future cash flows.

	June 30,		December 31,
(In millions)	2011		2010
Fixed Rate Debt:
Carrying amount — liability	$	2,873	$	2,691
Fair value — liability		3,018		2,791
Variable Rate Debt:
Carrying amount — liability	$	2,151	$	1,798
Fair value — liability		2,085		1,770

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Pension, Savings and Other Postretirement Benefit Plans

6 Months Ended

Jun. 30, 2011

Pension, Savings and Other Postretirement Benefit Plans [Abstract]

PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS

NOTE 10. PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS

We provide employees with defined benefit pension or defined contribution savings plans.

     Defined benefit pension cost follows:

	U.S.						U.S.
	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions)	2011			2010			2011			2010
Service cost — benefits earned during the period	$	10		$	10		$	21		$	20
Interest cost on projected benefit obligation		70			73			141			148
Expected return on plan assets		(76	)		(70	)		(153	)		(140	)
Amortization of: — prior service cost		6			7			12			15
— net losses		33			33			67			66
Net periodic pension cost		43			53			88			109
Curtailments/settlements/termination benefits		11			—			11			—
Total defined benefit pension cost	$	54		$	53		$	99		$	109

	Non-U.S.						Non-U.S.
	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions)	2011			2010			2011			2010
Service cost — benefits earned during the period	$	8		$	6		$	16		$	13
Interest cost on projected benefit obligation		38			35			76			72
Expected return on plan assets		(33	)		(30	)		(66	)		(62	)
Amortization of: — prior service cost		1			1			1			1
— net losses		9			8			19			17
Net periodic pension cost		23			20			46			41
Curtailments/settlements/termination benefits		1			—			—			1
Total defined benefit pension cost	$	24		$	20		$	46		$	42

During the second quarter of 2011, we recognized a settlement charge of $11 million related to one of our U.S. pension plans. This settlement charge resulted from total lump sum payments through June 30, 2011 exceeding estimated annual service and interest cost for the plan.

     We expect to contribute approximately $250 million to $300 million to our funded U.S. and non-U.S. pension plans in 2011. For the three and six months ended June 30, 2011, we contributed $10 million and $18 million, respectively, to our non-U.S. plans and for the three and six months ended June 30, 2011, we contributed $51 million to our U.S. plans.

     The expense recognized for our contributions to defined contribution savings plans was $25 million and $21 million for the three months ended June 30, 2011 and 2010, respectively, and $51 million and $46 million for the six months ended June 30, 2011 and 2010, respectively.

     We provide certain U.S. employees and employees at certain non-U.S. subsidiaries with health care benefits or life insurance benefits upon retirement. Postretirement benefit cost for the three months ended June 30, 2011 and 2010 was $2 million and $9 million, which includes a $7 million adjustment in 2010 for participant data related to prior periods, respectively, and $5 million and $11 million for the six months ended June 30, 2011 and 2010, respectively.

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Stock Compensation Plans

6 Months Ended

Jun. 30, 2011

Stock Compensation Plans [Abstract]

STOCK COMPENSATION PLANS

NOTE 11. STOCK COMPENSATION PLANS

Our Board of Directors granted 1.5 million stock options and 0.1 million performance share units during the six months ended June 30, 2011 under our 2008 Performance Plan. The 2008 Performance Plan will expire on April 8, 2018. The weighted average exercise price per share and weighted average fair value per share of the stock option grants during the six months ended June 30, 2011 were $13.97 and $6.95, respectively. We estimated the fair value of the stock options using the following assumptions in our Black-Scholes model:

Expected term: 6.25 years

Interest rate: 2.45%

Volatility: 48.50%

Dividend yield: Nil

     We measure the fair value of grants of performance share units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants. The weighted average fair value per share was $15.58 for grants made during the six months ended June 30, 2011.

     We recognized stock-based compensation expense of $6 million and $12 million during the three and six months ended June 30, 2011, respectively. At June 30, 2011, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $31 million and is expected to be recognized over the remaining vesting period of the respective grants, through June 30, 2015. We recognized stock-based compensation expense of $4 million and $7 million during the three and six months ended June 30, 2010, respectively.

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Commitments and Contingent Liabilities

6 Months Ended

Jun. 30, 2011

Commitments and Contingent Liabilities [Abstract]

COMMITMENTS AND CONTINGENT LIABILITIES

NOTE 12. COMMITMENTS AND CONTINGENT LIABILITIES

At June 30, 2011, we had binding commitments for raw materials, capital expenditures, utilities, and various other types of contracts. Total commitments on contracts that extend beyond June 30, 2012 are expected to total approximately $2.4 billion. In addition, we have other contractual commitments, the amounts of which cannot be estimated, pursuant to certain long-term agreements under which we will purchase varying amounts of certain raw materials and finished goods at agreed upon base prices that may be subject to periodic adjustments for changes in raw material costs and market price adjustments, or in quantities that may be subject to periodic adjustments for changes in our or our suppliers’ production levels.

Environmental Matters

We have recorded liabilities totaling $47 million and $44 million at June 30, 2011 and December 31, 2010, respectively, for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by us. Of these amounts, $11 million and $12 million were included in Other Current Liabilities at June 30, 2011 and December 31, 2010, respectively. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities, and will be paid over several years. The amount of our ultimate liability in respect of these matters may be affected by several uncertainties, primarily the ultimate cost of required remediation and the extent to which other responsible parties contribute. We have limited potential insurance coverage for future environmental claims.

Workers’ Compensation

We have recorded liabilities, on a discounted basis, totaling $307 million and $291 million for anticipated costs related to workers’ compensation at June 30, 2011 and December 31, 2010, respectively. Of these amounts, $70 million and $71 million were included in Current Liabilities as part of Compensation and Benefits at June 30, 2011 and December 31, 2010, respectively. The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information with respect to pending claims, historical experience, and current cost trends. The amount of our ultimate liability in respect of these matters may differ from these estimates. We periodically, and at least annually, update our loss development factors based on actuarial analyses. At June 30, 2011 and December 31, 2010, the liability was discounted using a risk-free rate of return.

General and Product Liability and Other Litigation

We have recorded liabilities totaling $303 million and $328 million, including related legal fees expected to be incurred, for potential product liability and other tort claims presently asserted against us at June 30, 2011 and December 31, 2010, respectively. Of these amounts, $50 million and $91 million were included in Other Current Liabilities at June 30, 2011 and December 31, 2010, respectively. The amounts recorded were estimated based on an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends. The amount of our ultimate liability in respect of these matters may differ from these estimates. The decrease in the liability from December 31, 2010 was due primarily to payment in 2011 of an unfavorable judgment from 2010.

Asbestos. We are a defendant in numerous lawsuits alleging various asbestos-related personal injuries purported to result from alleged exposure to certain asbestos products manufactured by us or present in certain of our facilities. Typically, these lawsuits have been brought against multiple defendants in state and Federal courts. To date, we have disposed of approximately 92,700 claims by defending and obtaining the dismissal thereof or by entering into a settlement. The sum of our accrued asbestos-related liability and gross payments to date, including legal costs, totaled approximately $374 million through June 30, 2011 and $365 million through December 31, 2010.

     A summary of recent approximate asbestos claims activity follows. Because claims are often filed and disposed of by dismissal or settlement in large numbers, the amount and timing of settlements and the number of open claims during a particular period can fluctuate significantly. The passage of tort reform laws and creation of deferred dockets for non-malignancy claims in several states has contributed to a decline in the number of claims filed in recent years.

	Six Months Ended			Year Ended
(Dollars in millions)	June 30, 2011			December 31, 2010
Pending claims, beginning of period		83,700			90,200
New claims filed		1,000			1,700
Claims settled/dismissed		(2,000	)		(8,200	)
Pending claims, end of period		82,700			83,700
Payments (1)	$	9		$	26

(1) Represents amount spent by us and our insurers on asbestos litigation defense and claim resolution.

     We periodically, and at least annually, review our existing reserves for pending claims, including a reasonable estimate of the liability associated with unasserted asbestos claims, and estimate our receivables from probable insurance recoveries. We had recorded gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $128 million and $126 million at June 30, 2011 and December 31, 2010, respectively. At June 30, 2011, we estimate that it is reasonably possible that our gross liabilities, net of our estimate for probable insurance recoveries, could exceed our recorded amounts by approximately $10 million.

     We recorded a receivable related to asbestos claims of $68 million and $67 million as of June 30, 2011 and December 31, 2010, respectively. We expect that approximately 50% of asbestos claim related losses would be recoverable through insurance through the period covered by the estimated liability. Of these amounts, $9 million and $8 million were included in Current Assets as part of Accounts Receivable at June 30, 2011 and December 31, 2010, respectively. The recorded receivable consists of an amount we expect to collect under coverage-in-place agreements with certain primary carriers as well as an amount we believe is probable of recovery from certain of our excess coverage insurance carriers.

     We believe that, at June 30, 2011, we had approximately $170 million in aggregate limits of excess level policies potentially applicable to indemnity payments for asbestos products claims, in addition to limits of available primary insurance policies. Some of these excess policies provide for payment of defense costs in addition to indemnity limits. A portion of the availability of the excess level policies is included in the $68 million insurance receivable recorded at June 30, 2011. We also had approximately $14 million in aggregate limits for products claims, as well as coverage for premise claims on a per occurrence basis, and defense costs available with our primary insurance carriers through coverage-in-place agreements at June 30, 2011.

     With respect to both asserted and unasserted claims, it is reasonably possible that we may incur a material amount of cost in excess of the current reserve, however, such amounts cannot be reasonably estimated. Coverage under insurance policies is subject to varying characteristics of asbestos claims including, but not limited to, the type of claim (premise vs. product exposure), alleged date of first exposure to our products or premises and disease alleged. Depending upon the nature of these characteristics, as well as the resolution of certain legal issues, some portion of the insurance may not be accessible by us.

Other Actions. We are currently a party to various claims and legal proceedings in addition to those noted above. If management believes that a loss arising from these matters is probable and can reasonably be estimated, we record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include monetary damages or an injunction prohibiting us from selling one or more products. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which the ruling occurs, or in future periods.

Income Tax Matters

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize tax benefits to the extent that it is more likely than not that our positions will be sustained when challenged by the taxing authorities. We derecognize tax benefits when based on new information we determine that it is no longer more likely than not that our position will be sustained. To the extent we prevail in matters for which liabilities have been established, or determine we need to derecognize tax benefits recorded in prior periods, or we are required to pay amounts in excess of our liabilities, our effective tax rate in a given period could be materially affected. An unfavorable tax settlement would require use of our cash, and result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement would be recognized as a reduction in our effective tax rate in the period of resolution.

Guarantees

We have off-balance sheet financial guarantees written and other commitments totaling approximately $133 million at June 30, 2011, compared to $26 million at December 31, 2010. The increase primarily relates to our obligations in connection with the financing of the construction of our new Global and North American Tire Headquarters facility. In addition, we will from time to time issue guarantees to financial institutions or other entities on behalf of certain of our affiliates, lessors or customers. Normally there is no separate premium received by us as consideration for the issuance of guarantees. We also generally do not require collateral in connection with the issuance of these guarantees. If our performance under these guarantees is triggered by non-payment or another specified event, we would be obligated to make payment to the financial institution or the other entity, and would typically have recourse to the assets of the affiliate, lessor or customer. The guarantees expire at various times through 2023. We are unable to estimate the extent to which our affiliates’, lessors’ or customers’ assets would be adequate to recover any payments made by us under the related guarantees.

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Consolidated Statements of Operations (Unaudited) (USD $) In Millions, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Consolidated Statements of Operations [Abstract]
NET SALES	$ 5,620	$ 4,528	$ 11,022	$ 8,798
Cost of Goods Sold	4,572	3,686	9,033	7,142
Selling, Administrative and General Expense	753	670	1,421	1,275
Rationalizations (Note 2)	46	6	55	8
Interest Expense	81	77	155	151
Other Expense (Note 3)	48	7	52	111
Income before Income Taxes	120	82	306	111
United States and Foreign Taxes	64	43	126	96
Net Income	56	39	180	15
Less: Minority Shareholders' Net Income	9	11	30	34
Goodyear Net Income (Loss)	47	28	150	(19)
Less: Preferred Stock Dividends	7		7
Goodyear net income (loss) available to common shareholders	$ 40	$ 28	$ 143	$ (19)
Goodyear Net Income (Loss) available to Common Shareholders - Per Share of Common Stock
Basic	$ 0.16	$ 0.11	$ 0.58	$ (0.08)
Weighted Average Shares Outstanding (Note 6)	244	242	244	242
Diluted	$ 0.16	$ 0.11	$ 0.57	$ (0.08)
Weighted Average Shares Outstanding (Note 6)	247	244	262	242

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Mandatory Convertible Preferred Stock

6 Months Ended

Jun. 30, 2011

Mandatory Convertible Preferred Stock [Abstract]

MANDATORY CONVERTIBLE PREFERRED STOCK

NOTE 13. MANDATORY CONVERTIBLE PREFERRED STOCK

On March 31, 2011, we issued 10,000,000 shares of our 5.875% mandatory convertible preferred stock, without par value and with an initial liquidation preference of $50.00 per share, at a price of $50.00 per share. Quarterly dividends on each share of the mandatory convertible preferred stock will accrue at a rate of 5.875% per year on the initial liquidation preference of $50.00 per share. Dividends will accrue and accumulate from the date of issuance and, to the extent that we are legally permitted to pay a dividend and the board of directors declares a dividend payable, we will pay dividends in cash on January 1, April 1, July 1 and October 1 of each year, commencing on July 1, 2011 and ending on April 1, 2014. The mandatory convertible preferred stock ranks senior to our common stock with respect to distribution rights in the event of any liquidation, winding-up or dissolution of the Company.

     Unless converted earlier, each share of the mandatory convertible preferred stock will automatically convert on April 1, 2014 into between 2.7454 and 3.4317 shares of common stock, depending on the market value of our common stock for the 20 consecutive trading day period ending on the third trading day prior to April 1, 2014, subject to customary anti-dilution adjustments. At any time prior to April 1, 2014, holders may elect to convert shares of the mandatory convertible preferred stock at the minimum conversion rate of 2.7454 shares of common stock, subject to customary anti-dilution adjustments. If certain fundamental changes involving the Company occur, holders of the mandatory convertible preferred stock may convert their shares into a number of shares of common stock at the fundamental change conversion rate described in our Amended Articles of Incorporation. If the Company at any time has not paid the equivalent of six full quarterly dividends on the mandatory convertible preferred stock, the Company may, at its option, cause all, but not less than all, outstanding shares of the mandatory convertible preferred stock to be automatically converted into a number of shares of our common stock based on the fundamental change conversion rate.

     Upon conversion, we will pay converting holders all accrued and unpaid dividends, whether or not previously declared, on the converted shares and, in the case of a conversion upon a fundamental change or a conversion following nonpayment of dividends, the present value of the remaining dividend payments on the converted shares. Except as required by law or as specifically set forth in our Amended Articles of Incorporation, the holders of the mandatory convertible preferred stock have no voting rights.

     So long as any of the mandatory convertible preferred stock is outstanding, no dividend, except a dividend payable in shares of our common stock, or other shares ranking junior to the mandatory convertible preferred stock, may be paid or declared or any distribution be made on shares of the common stock unless all accrued and unpaid dividends on the then outstanding mandatory convertible preferred stock payable on all dividend payment dates occurring on or prior to the date of such action have been declared and paid or funds sufficient therefor set apart.

     On June 3, 2011, the Company’s Board of Directors declared cash dividends of $0.7425 per share of mandatory convertible preferred stock or $7 million in the aggregate. The dividend was paid on July 1, 2011, to stockholders of record as of the close of business of June 15, 2011.

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Changes in Shareholders' Equity

6 Months Ended

Jun. 30, 2011

Changes in Shareholders' Equity [Abstract]

CHANGES IN SHAREHOLDERS' EQUITY

NOTE 14. CHANGES IN SHAREHOLDERS’ EQUITY

The following tables present the changes in shareholders’ equity for the six months ended June 30, 2011 and 2010:

	Six Months Ended June 30, 2011									Six Months Ended June 30, 2010
				Minority									Minority
	Goodyear			Shareholders’			Total			Goodyear			Shareholders’			Total
	Shareholders’			Equity –			Shareholders’			Shareholders’			Equity –			Shareholders’
(In millions)	Equity			Nonredeemable			Equity			Equity			Nonredeemable			Equity
Balance at beginning of period	$	644		$	277		$	921		$	735		$	251		$	986
Comprehensive income (loss):
Net income (loss)		150			19			169			(19	)		13			(6	)
Foreign currency translation (net of tax of $0 in 2011 and $1 in 2010)		98			6			104			(149	)		(13	)		(162	)
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost (net of tax of $2 in 2011 and $5 in 2010)		81			—			81			80			—			80
Decrease (increase) in net actuarial losses (net of tax of $1 in 2011 and $0 in 2010)		3			—			3			(13	)		—			(13	)
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures (net of tax of $1 in 2011 and $0 in 2010)		13			—			13			1			—			1
Deferred derivative loss (net of tax of $0 in 2011 and $0 in 2010)		(11	)		—			(11	)		—			—			—
Reclassification adjustment for amounts recognized in income (net of tax of $0 in 2011 and $0 in 2010)		2			—			2			—			—			—
Unrealized investment gains (net of tax of $0 in 2011 and $0 in 2010)		5			—			5			1			—			1
Other comprehensive income (loss)		191			6			197			(80	)		(13	)		(93	)
Total comprehensive income (loss)		341			25			366			(99	)		—			(99	)
Dividends declared to minority shareholders		—			(19	)		(19	)		—			(2	)		(2	)
Stock-based compensation plans (Note 11)		6			—			6			10			—			10
Preferred stock issued, net of expenses		484			—			484			—			—			—
Preferred stock dividends declared		(7	)		—			(7	)		—			—			—
Common stock issued from treasury		7			—			7			1			—			1
Other		—			1			1			—			—			—
Balance at end of period	$	1,475		$	284		$	1,759		$	647		$	249		$	896

The following table presents changes in Minority Equity presented outside of Shareholders’ Equity:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions)	2011			2010			2011			2010
Balance at beginning of period	$	628		$	573		$	584		$	593
Comprehensive income (loss):
Net income		1			5			11			21
Foreign currency translation, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)		8			(52	)		43			(89	)
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)		1			1			2			2
Decrease in net actuarial losses, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)		1			—			1			—
Deferred derivative loss, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)		(1	)		—			(3	)		—
Total comprehensive income (loss)		10			(46	)		54			(66	)
Balance at end of period	$	638		$	527		$	638		$	527

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Consolidating Financial Information

6 Months Ended

Jun. 30, 2011

Consolidating Financial Information [Abstract]

CONSOLIDATING FINANCIAL INFORMATION

NOTE 15. CONSOLIDATING FINANCIAL INFORMATION

Certain of our subsidiaries have guaranteed our obligations under the $650 million outstanding principal amount of 10.5% senior notes due 2016, the $1.0 billion outstanding principal amount of 8.25% senior notes due 2020, and the $282 million outstanding principal amount of 8.75% notes due 2020 (collectively, the “notes”). The following presents the condensed consolidating financial information separately for:

(i)	The Goodyear Tire & Rubber Company (the “Parent Company”), the issuer of the guaranteed obligations;
(ii)	Guarantor subsidiaries, on a combined basis, as specified in the indentures related to Goodyear’s obligations under the notes;
(iii)	Non-guarantor subsidiaries, on a combined basis;
(iv)	Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate the investments in our subsidiaries, and (c) record consolidating entries; and
(v)	The Goodyear Tire & Rubber Company and Subsidiaries on a consolidated basis.

     Each guarantor subsidiary is 100% owned by the Parent Company at the date of each balance sheet presented. The notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and guarantor subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation. Intercompany cash advances and loans made primarily for the purpose of short-term operating needs are included in cash flows from operating activities. Intercompany transactions reported as investing or financing activities include the sale of the capital stock of various subsidiaries and other capital transactions between members of the consolidated group.

     Certain non-guarantor subsidiaries of the Parent Company are restricted from remitting funds to it by means of dividends, advances or loans due to required foreign government and/or currency exchange board approvals or restrictions in credit agreements or other debt instruments of those subsidiaries.

	Consolidating Balance Sheet
	June 30, 2011
										Consolidating
	Parent			Guarantor			Non-Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	569		$	39		$	1,196		$	—		$	1,804
Accounts Receivable		1,008			239			2,292			—			3,539
Accounts Receivable From Affiliates		—			492			114			(606	)		—
Inventories		1,700			214			2,222			(104	)		4,032
Prepaid Expenses and Other Current Assets		71			5			311			14			401
Total Current Assets		3,348			989			6,135			(696	)		9,776
Goodwill		—			24			505			191			720
Intangible Assets		109			1			51			—			161
Deferred Income Taxes		—			1			48			(1	)		48
Other Assets		233			49			207			—			489
Investments in Subsidiaries		4,075			341			4,324			(8,740	)		—
Property, Plant and Equipment		2,089			172			4,157			30			6,448
Total Assets	$	9,854		$	1,577		$	15,427		$	(9,216	)	$	17,642
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	875		$	194		$	2,446		$	—		$	3,515
Accounts Payable to Affiliates		606			—			—			(606	)		—
Compensation and Benefits		396			34			359			—			789
Other Current Liabilities		349			38			714			(4	)		1,097
Notes Payable and Overdrafts		—			—			261			—			261
Long Term Debt and Capital Leases Due Within One Year		1			—			256			—			257
Total Current Liabilities		2,227			266			4,036			(610	)		5,919
Long Term Debt and Capital Leases		3,243			—			1,543			—			4,786
Compensation and Benefits		2,232			204			948			—			3,384
Deferred and Other Noncurrent Income Taxes		31			3			229			6			269
Other Long Term Liabilities		646			34			207			—			887
Total Liabilities		8,379			507			6,963			(604	)		15,245
Commitments and Contingent Liabilities
Minority Shareholders’ Equity		—			—			411			227			638
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock		500			—			—			—			500
Common Stock		244			333			5,022			(5,355	)		244
Capital Surplus		2,801			35			1,025			(1,060	)		2,801
Retained Earnings		1,009			1,168			2,761			(3,929	)		1,009
Accumulated Other Comprehensive Loss		(3,079	)		(466	)		(1,039	)		1,505			(3,079	)
Goodyear Shareholders’ Equity		1,475			1,070			7,769			(8,839	)		1,475
Minority Shareholders’ Equity — Nonredeemable		—			—			284			—			284
Total Shareholders’ Equity		1,475			1,070			8,053			(8,839	)		1,759
Total Liabilities and Shareholders’ Equity	$	9,854		$	1,577		$	15,427		$	(9,216	)	$	17,642

	Consolidating Balance Sheet
	December 31, 2010
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	792		$	38		$	1,175		$	—		$	2,005
Accounts Receivable		875			219			1,642			—			2,736
Accounts Receivable From Affiliates		—			434			197			(631	)		—
Inventories		1,259			185			1,610			(77	)		2,977
Prepaid Expenses and Other Current Assets		58			5			257			7			327
Total Current Assets		2,984			881			4,881			(701	)		8,045
Goodwill		—			24			476			183			683
Intangible Assets		109			1			51			—			161
Deferred Income Taxes		—			1			58			(1	)		58
Other Assets		241			48			229			—			518
Investments in Subsidiaries		3,879			313			4,324			(8,516	)		—
Property, Plant and Equipment		2,177			172			3,787			29			6,165
Total Assets	$	9,390		$	1,440		$	13,806		$	(9,006	)	$	15,630
Liabilities
Current Liabilities:
Accounts Payable-Trade	$	814		$	140		$	2,153		$	—		$	3,107
Accounts Payable to Affiliates		631			—			—			(631	)		—
Compensation and Benefits		411			34			311			—			756
Other Current Liabilities		369			33			618			(2	)		1,018
Notes Payable and Overdrafts		—			—			238			—			238
Long Term Debt and Capital Leases Due Within One Year		1			—			187			—			188
Total Current Liabilities		2,226			207			3,507			(633	)		5,307
Long Term Debt and Capital Leases		3,573			—			746			—			4,319
Compensation and Benefits		2,296			209			910			—			3,415
Deferred and Other Noncurrent Income Taxes		31			3			202			6			242
Other Long Term Liabilities		620			32			190			—			842
Total Liabilities		8,746			451			5,555			(627	)		14,125
Commitments and Contingent Liabilities
Minority Shareholders’ Equity		—			—			374			210			584
Shareholders’ Equity
Goodyear Shareholders’ Equity
Preferred Stock		—			—			—			—			—
Common Stock		243			333			5,021			(5,354	)		243
Capital Surplus		2,805			35			1,025			(1,060	)		2,805
Retained Earnings		866			1,098			2,698			(3,796	)		866
Accumulated Other Comprehensive Loss		(3,270	)		(477	)		(1,144	)		1,621			(3,270	)
Goodyear Shareholders’ Equity		644			989			7,600			(8,589	)		644
Minority Shareholders’ Equity — Nonredeemable		—			—			277			—			277
Total Shareholders’ Equity		644			989			7,877			(8,589	)		921
Total Liabilities and Shareholders’ Equity	$	9,390		$	1,440		$	13,806		$	(9,006	)	$	15,630

	Consolidating Statement of Operations
	Three Months Ended June 30, 2011
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET SALES	$	2,255		$	705		$	6,512		$	(3,852	)	$	5,620
Cost of Goods Sold		1,988			618			5,872			(3,906	)		4,572
Selling, Administrative and General Expense		248			45			462			(2	)		753
Rationalizations		33			1			12			—			46
Interest Expense		63			5			55			(42	)		81
Other (Income) and Expense		(30	)		(9	)		(20	)		107			48
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries		(47	)		45			131			(9	)		120
United States and Foreign Taxes		2			4			60			(2	)		64
Equity in Earnings of Subsidiaries		96			4			—			(100	)		—
Net Income (Loss)		47			45			71			(107	)		56
Less: Minority Shareholders’ Net Income		—			—			9			—			9
Goodyear Net Income (Loss)		47			45			62			(107	)		47
Less: Preferred Stock Dividends		7			—			—			—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	40		$	45		$	62		$	(107	)	$	40

	Three Months Ended June 30, 2010
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET SALES	$	1,881		$	594		$	4,772		$	(2,719	)	$	4,528
Cost of Goods Sold		1,686			533			4,218			(2,751	)		3,686
Selling, Administrative and General Expense		250			47			374			(1	)		670
Rationalizations		(2	)		1			7			—			6
Interest Expense		64			4			35			(26	)		77
Other (Income) and Expense		(30	)		(9	)		(8	)		54			7
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries		(87	)		18			146			5			82
United States and Foreign Taxes		(2	)		6			40			(1	)		43
Equity in Earnings of Subsidiaries		113			7			—			(120	)		—
Net Income (Loss)		28			19			106			(114	)		39
Less: Minority Shareholders’ Net Income		—			—			11			—			11
Goodyear Net Income (Loss)	$	28		$	19		$	95		$	(114	)	$	28

	Consolidating Statement of Operations
	Six Months Ended June 30, 2011
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET SALES	$	4,394		$	1,366		$	12,793		$	(7,531	)	$	11,022
Cost of Goods Sold		3,923			1,212			11,519			(7,621	)		9,033
Selling, Administrative and General Expense		464			89			872			(4	)		1,421
Rationalizations		37			3			15			—			55
Interest Expense		127			10			95			(77	)		155
Other (Income) and Expense		(94	)		(12	)		(39	)		197			52
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries		(63	)		64			331			(26	)		306
United States and Foreign Taxes		(1	)		8			124			(5	)		126
Equity in Earnings of Subsidiaries		212			14			—			(226	)		—
Net Income (Loss)		150			70			207			(247	)		180
Less: Minority Shareholders’ Net Income		—			—			30			—			30
Goodyear Net Income (Loss)		150			70			177			(247	)		150
Less: Preferred Stock Dividends		7			—			—			—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	143		$	70		$	177		$	(247	)	$	143

	Six Months Ended June 30, 2010
							Non-		Consolidating
	Parent			Guarantor			Guarantor		Entries and
(In millions)	Company			Subsidiaries			Subsidiaries		Eliminations			Consolidated
NET SALES	$	3,585		$	1,092		$	9,416	$	(5,295	)	$	8,798
Cost of Goods Sold		3,225			977			8,280		(5,340	)		7,142
Selling, Administrative and General Expense		461			91			726		(3	)		1,275
Rationalizations		—			5			3		—			8
Interest Expense		127			8			69		(53	)		151
Other (Income) and Expense		(43	)		(11	)		66		99			111
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries		(185	)		22			272		2			111
United States and Foreign Taxes		(2	)		7			92		(1	)		96
Equity in Earnings of Subsidiaries		164			18			—		(182	)		—
Net Income (Loss)		(19	)		33			180		(179	)		15
Less: Minority Shareholders’ Net Income		—			—			34		—			34
Goodyear Net Income (Loss)	$	(19	)	$	33		$	146	$	(179	)	$	(19	)

	Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2011
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Total Cash Flows from Operating Activities	$	(337	)	$	15		$	(233	)	$	(114	)	$	(669	)
Cash Flows from Investing Activities:
Capital expenditures		(118	)		(13	)		(401	)		—			(532	)
Asset dispositions		98			—			2			—			100
Capital contributions		—			—			—			—			—
Increase in restricted cash		—			—			(51	)		—			(51	)
Total Cash Flows from Investing Activities		(20	)		(13	)		(450	)		—			(483	)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred		—			—			64			—			64
Short term debt and overdrafts paid		(6	)		(2	)		(46	)		—			(54	)
Long term debt incurred		—			—			1,890			—			1,890
Long term debt paid		(350	)		—			(1,082	)		—			(1,432	)
Proceeds from issuance of preferred stock		485			—			—			—			485
Common stock issued		7			—			—			—			7
Capital contributions		—			—			—			—			—
Intercompany dividends paid		—			—			(114	)		114			—
Dividends paid to minority shareholders		—			—			(14	)		—			(14	)
Debt related costs and other transactions		(2	)		—			(17	)		—			(19	)
Total Cash Flows from Financing Activities		134			(2	)		681			114			927
Effect of exchange rate changes on cash and cash equivalents		—			1			23			—			24
Net Change in Cash and Cash Equivalents		(223	)		1			21			—			(201	)
Cash and Cash Equivalents at Beginning of the Period		792			38			1,175			—			2,005
Cash and Cash Equivalents at End of the Period	$	569		$	39		$	1,196		$	—		$	1,804

	Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2010
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Total Cash Flows from Operating Activities	$	(69	)	$	19		$	247		$	(14	)	$	183
Cash Flows from Investing Activities:
Capital expenditures		(141	)		(10	)		(207	)		—			(358	)
Asset dispositions		—			—			18			—			18
Capital contributions		—			—			(136	)		136			—
Increase in restricted cash		—			—			(37	)		—			(37	)
Return of investment in The Reserve Primary Fund		24			—			—			—			24
Total Cash Flows from Investing Activities		(117	)		(10	)		(362	)		136			(353	)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred		—			1			27			—			28
Short term debt and overdrafts paid		(1	)		—			(48	)		—			(49	)
Long term debt incurred		—			—			251			—			251
Long term debt paid		(1	)		—			(63	)		—			(64	)
Common stock issued		1			—			—			—			1
Capital contributions		—			—			136			(136	)		—
Intercompany dividends paid		—			—			(14	)		14			—
Dividends paid to minority shareholders		—			—			(2	)		—			(2	)
Debt related costs and other transactions		—			—			—			—			—
Total Cash Flows from Financing Activities		(1	)		1			287			(122	)		165
Effect of exchange rate changes on cash and cash equivalents		—			—			(234	)		—			(234	)
Net Change in Cash and Cash Equivalents		(187	)		10			(62	)		—			(239	)
Cash and Cash Equivalents at Beginning of the Period		802			17			1,103			—			1,922
Cash and Cash Equivalents at End of the Period	$	615		$	27		$	1,041		$	—		$	1,683

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Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2011

Accounting Policies [Abstract]

Basis of Accounting

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by The Goodyear Tire & Rubber Company (the “Company,” “Goodyear,” “we,” “us” or “our”) in accordance with Securities and Exchange Commission rules and regulations and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”).

     We are a party to shareholder agreements concerning certain of our less-than-wholly-owned consolidated subsidiaries. Under the terms of certain of these agreements, the minority shareholders have the right to require us to purchase their ownership interests in the respective subsidiaries if there is a change in control of Goodyear or a bankruptcy of Goodyear. Accordingly, we have reported the minority equity in those subsidiaries outside of Shareholders’ Equity.

     Operating results for the three and six months ended June 30, 2011 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2011.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In May 2011 the Financial Accounting Standards Board (“FASB”) issued an accounting standards update with new guidance on fair value measurement and disclosure requirements. The standards update does not extend the use of fair value accounting beyond that currently required under U.S. GAAP, but instead provides guidance on the application of fair value accounting where it is already required or permitted by other standards. The standards update also requires additional disclosures related to transfers of financial instruments within the fair value hierarchy and quantitative and qualitative disclosures related to significant unobservable inputs. The standards update is effective for fiscal years beginning after December 15, 2011. We are currently assessing the impact of adopting this standard on our consolidated financial statements.

     In June 2011 the FASB issued an accounting standards update with new guidance on the presentation of other comprehensive income. The standards update eliminates the option of presenting other comprehensive income and its components in the statement of shareholders’ equity. The standards update now requires an entity to either present components of net income and other comprehensive income in one continuous statement or in two separate but consecutive statements. The standard will require us to change the presentation of other comprehensive income in our Form 10-K effective for fiscal years beginning after December 15, 2011.

Reclassifications Policy

Reclassifications

Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.

Contracts hedging short term trade receivables and payables normally have no hedging designation

Foreign Currency Contracts

We will enter into foreign currency contracts in order to manage the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade receivables and payables, equipment acquisitions, intercompany loans, royalty agreements and forecasted purchases and sales. Contracts hedging short term trade receivables and payables normally have no hedging designation.

Consolidating Equity Method Policy

Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and guarantor subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation.

Consolidating Intercompany Operating Cash Flow Policy

Intercompany cash advances and loans made primarily for the purpose of short-term operating needs are included in cash flows from operating activities.

Consolidating Intercompany Investing or Financing Cash Flow Policy

Intercompany transactions reported as investing or financing activities include the sale of the capital stock of various subsidiaries and other capital transactions between members of the consolidated group.

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Costs Associated with Rationalization Programs (Tables)

6 Months Ended

Jun. 30, 2011

Costs Associated with Rationalization Programs [Abstract]

Net rationalization charges included in Income (Loss) before Income Taxes.

	Three Months Ended					Six Months Ended
	June 30,					June 30,
(In millions)	2011		2010			2011			2010
New charges	$	46	$	17		$	57		$	27
Reversals		—		(11	)		(2	)		(19	)
	$	46	$	6		$	55		$	8

Roll-forward liability

	Associate-			Other
(In millions)	Related Costs			Costs			Total
Balance at December 31, 2010	$	212		$	18		$	230
2011 Charges		41			16			57
Incurred		(10	)		(18	)		(28	)
Reversed to the statement of operations		(1	)		(1	)		(2	)
Foreign currency translation		10			1			11
Balance at June 30, 2011	$	252		$	16		$	268

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Other Expense (Tables)

6 Months Ended

Jun. 30, 2011

Other Expense [Abstract]

Other Income and Expense

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions) (Income) Expense	2011			2010			2011			2010
Net foreign currency exchange losses	$	6		$	12		$	9		$	121
Financing fees and financial instruments		63			7			72			20
General and product liability — discontinued products (Note 11)		3			7			8			11
Net (gains) losses on asset sales		(11	)		(8	)		(13	)		(24	)
Royalty income		(11	)		(9	)		(20	)		(15	)
Interest income		(3	)		(2	)		(6	)		(5	)
Miscellaneous		1			—			2			3
	$	48		$	7		$	52		$	111

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Earning (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2011

Earning (Loss) per Share [Abstract]

Basic and Diluted Earnings per common share

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions, except per share amounts)	2011		2010		2011		2010
Earnings per share — basic:
Goodyear net income (loss)	$	47	$	28	$	150	$	(19	)
Less: Preferred stock dividends		7		—		7		—
Goodyear net income (loss) available to common shareholders	$	40	$	28	$	143	$	(19	)
Weighted average shares outstanding		244		242		244		242
Earnings per common share — basic	$	0.16	$	0.11	$	0.58	$	(0.08	)
Earnings per share — diluted:
Goodyear net income (loss)	$	47	$	28	$	150	$	(19	)
Less: Preferred stock dividends		7		—		—		—
Goodyear net income (loss) available to common shareholders	$	40	$	28	$	150	$	(19	)
Weighted average shares outstanding		244		242		244		242
Dilutive effect of mandatory convertible preferred stock		—		—		15		—
Dilutive effect of stock options and other dilutive securities		3		2		3		—
Weighted average shares outstanding — diluted		247		244		262		242
Earnings per common share — diluted	$	0.16	$	0.11	$	0.57	$	(0.08	)

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Business Segments (Tables)

6 Months Ended

Jun. 30, 2011

Business Segments [Abstract]

Business Segment Reporting Information

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions)	2011			2010			2011			2010
Sales:
North American Tire	$	2,411		$	2,049		$	4,718		$	3,828
Europe, Middle East and Africa Tire		1,943			1,455			3,902			2,984
Latin American Tire		640			529			1,225			1,007
Asia Pacific Tire		626			495			1,177			979
Net Sales	$	5,620		$	4,528		$	11,022		$	8,798
Segment Operating Income:
North American Tire	$	137		$	16		$	177		$	2
Europe, Middle East and Africa Tire		126			73			279			182
Latin American Tire		54			66			121			142
Asia Pacific Tire		65			64			132			133
Total Segment Operating Income		382			219			709			459
Rationalizations		(46	)		(6	)		(55	)		(8	)
Interest expense		(81	)		(77	)		(155	)		(151	)
Other expense		(48	)		(7	)		(52	)		(111	)
Asset write-offs and accelerated depreciation		(25	)		(6	)		(34	)		(9	)
Corporate incentive compensation plans		(21	)		(20	)		(35	)		(27	)
Pension curtailments/settlements		(11	)		—			(11	)		—
Intercompany profit elimination		(2	)		7			(11	)		(2	)
Other		(28	)		(28	)		(50	)		(40	)
Income before Income Taxes	$	120		$	82		$	306		$	111

Rationalizations, Asset sales, Other Expense and Asset write-offs and accelerated depreciation attributable to the SBUs

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2011			2010			2011			2010
Rationalizations:
North American Tire	$	34		$	(1	)	$	40		$	5
Europe, Middle East and Africa Tire		6			(1	)		7			(7	)
Latin American Tire		—			1			—			3
Asia Pacific Tire		6			7			8			8
Total Segment Rationalizations		46			6			55			9
Corporate		—			—			—			(1	)
	$	46		$	6		$	55		$	8
Net Gains on Asset Sales:
North American Tire	$	(5	)	$	(1	)	$	(5	)	$	(1	)
Europe, Middle East and Africa Tire		(1	)		—			(2	)		(1	)
Latin American Tire		(3	)		(7	)		(4	)		(7	)
Asia Pacific Tire		—			—			—			(15	)
Total Segment Asset Sales		(9	)		(8	)		(11	)		(24	)
Corporate		(2	)		—			(2	)		—
	$	(11	)	$	(8	)	$	(13	)	$	(24	)

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2011		2010		2011		2010
Asset Write-offs and Accelerated Depreciation:
North American Tire	$	24	$	—	$	32	$	1
Europe, Middle East and Africa Tire		—		1		—		1
Asia Pacific Tire		1		5		2		7
Total Segment Asset Write-offs and Accelerated Depreciation	$	25	$	6	$	34	$	9

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Financing Arrangements and Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2011

Financing Arrangements and Derivative Financial Instruments [Abstract]

Notes payable and overdrafts, long term debt and capital leases due with in one year and short term financing arrangements

	June 30,			December 31,
(In millions)	2011			2010
Notes payable and overdrafts	$	261		$	238
Weighted average interest rate		5.32	%		4.56	%
Long term debt and capital leases due within one year:
Other domestic and international debt (including capital leases)	$	257		$	188
Weighted average interest rate		10.03	%		8.77	%
Total obligations due within one year	$	518		$	426

Long term debt and capital leases, net of unamortized discounts and interest rates

	June 30, 2011						December 31, 2010
				Interest						Interest
(In millions)	Amount			Rate			Amount			Rate
Notes:
10.5% due 2016	$	629					$	966
6.75% Euro Notes due 2019		362						—
8.25% due 2020		994						993
8.75% due 2020		264						263
7% due 2028		149						149
Credit Facilities:
$1.5 billion first lien revolving credit facility due 2013		—			—			—			—
$1.2 billion second lien term loan facility due 2014		1,200			1.94	%		1,200			1.96	%
€400 million revolving credit facility due 2016		138			3.82	%		—			—
Pan-European accounts receivable facility due 2015		463			3.99	%		319			3.73	%
Chinese credit facilities		329			5.74	%		153			5.45	%
Other domestic and international debt(1)		496			9.88	%		446			9.04	%
		5,024						4,489
Capital lease obligations		19						18
		5,043						4,507
Less portion due within one year		(257	)					(188	)
	$	4,786					$	4,319

Schedule of foreign exchange contracts not designated as hedging instruments statement of financial position

	June 30,			December 31,
(In millions)	2011			2010
Fair Values — asset (liability):
Accounts receivable	$	12		$	25
Other assets		1			1
Other current liabilities		(14	)		(15	)

Schedule of foreign exchange contracts designated as cash flow hedging Instruments statement of financial position

	June 30,			December 31,
(In millions)	2011			2010
Fair Values — asset (liability):
Other current liabilities	$	(9	)	$	(2	)

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2011

Fair Value Measurements [Abstract]

Assets and Liabilities at fair value

					Quoted Prices in
	Total Carrying				Active Markets for								Significant
	Value in the				Identical				Significant Other				Unobservable
	Consolidated				Assets/Liabilities				Observable Inputs				Inputs
	Balance Sheet				(Level 1)				(Level 2)				(Level 3)
(In millions)	2011		2010		2011		2010		2011		2010		2011		2010
Assets:
Investments	$	44	$	38	$	44	$	38	$	—	$	—	$	—	$	—
Foreign Exchange Contracts		13		26		—		—		11		25		2		1
Total Assets at Fair Value	$	57	$	64	$	44	$	38	$	11	$	25	$	2	$	1
Liabilities:
Foreign Exchange Contracts	$	23	$	17	$	—	$	—	$	23	$	17	$	—	$	—
Total Liabilities at Fair Value	$	23	$	17	$	—	$	—	$	23	$	17	$	—	$	—

Fair Value of Long-term Fixed Rate and Variable Rate Debt excluding Capital Leases

	June 30,		December 31,
(In millions)	2011		2010
Fixed Rate Debt:
Carrying amount — liability	$	2,873	$	2,691
Fair value — liability		3,018		2,791
Variable Rate Debt:
Carrying amount — liability	$	2,151	$	1,798
Fair value — liability		2,085		1,770

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Consolidated Balance Sheets (Unaudited) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Current Assets:
Cash and Cash Equivalents	$ 1,804	$ 2,005
Accounts Receivable, less Allowance - 112 ($ 106 in 2010)	3,539	2,736
Inventories:
Raw Materials	969	706
Work in Process	207	168
Finished Products	2,856	2,103
Total Inventory	4,032	2,977
Prepaid Expenses and Other Current Assets	401	327
Total Current Assets	9,776	8,045
Goodwill	720	683
Intangible Assets	161	161
Deferred Income Taxes	48	58
Other Assets	489	518
Property, Plant and Equipment Less Accumulated Depreciation - $ 8974 ($8,807 in 2010)	6,448	6,165
Total Assets	17,642	15,630
Current Liabilities:
Accounts Payable-Trade	3,515	3,107
Compensation and Benefits (Note 11)	789	756
Other Current Liabilities	1,097	1,018
Notes payable and overdrafts (Note 8)	261	238
Long Term Debt and Capital Leases due Within One Year (Note 8)	257	188
Total Current Liabilities	5,919	5,307
Long Term Debt and Capital Leases (Note 8)	4,786	4,319
Compensation and Benefits (Note 11)	3,384	3,415
Deferred and Other Noncurrent Income Taxes	269	242
Other Long Term Liabilities	887	842
Total Liabilities	15,245	14,125
Commitments and Contingencies (Note 12)
Minority Shareholders' Equity (Note 1)	638	584
Goodyear Shareholders' Equity:
Preferred Stock, no par value: Authorized, 50 million shares, Outstanding shares - 10 million (0 in 2010), liquidation preference $50 per share	500	0
Common Stock, no par value: Authorized, 450 shares, Outstanding shares - 244 (243 in 2010) after deducting 7 million treasury shares (8 million in 2010)	244	243
Capital Surplus	2,801	2,805
Retained Earnings	1,009	866
Accumulated Other Comprehensive Loss	(3,079)	(3,270)
Goodyear Shareholders' Equity	1,475	644
Minority Shareholders' Equity - Nonredeemable	284	277
Total Shareholders' Equity	1,759	921
Total Liabilities and Shareholders' Equity	$ 17,642	$ 15,630

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Pension Savings And Other Postretirement Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2011

Pension, Savings and Other Postretirement Benefit Plans [Abstract]

Defined benefit pension cost

	U.S.						U.S.
	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions)	2011			2010			2011			2010
Service cost — benefits earned during the period	$	10		$	10		$	21		$	20
Interest cost on projected benefit obligation		70			73			141			148
Expected return on plan assets		(76	)		(70	)		(153	)		(140	)
Amortization of: — prior service cost		6			7			12			15
— net losses		33			33			67			66
Net periodic pension cost		43			53			88			109
Curtailments/settlements/termination benefits		11			—			11			—
Total defined benefit pension cost	$	54		$	53		$	99		$	109

	Non-U.S.						Non-U.S.
	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions)	2011			2010			2011			2010
Service cost — benefits earned during the period	$	8		$	6		$	16		$	13
Interest cost on projected benefit obligation		38			35			76			72
Expected return on plan assets		(33	)		(30	)		(66	)		(62	)
Amortization of: — prior service cost		1			1			1			1
— net losses		9			8			19			17
Net periodic pension cost		23			20			46			41
Curtailments/settlements/termination benefits		1			—			—			1
Total defined benefit pension cost	$	24		$	20		$	46		$	42

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Stock Compensation Plans (Tables)

6 Months Ended

Jun. 30, 2011

Stock Compensation Plans [Abstract]

Share based compensation arrangement by share based payment award fair value assumptions and methodology

Expected term: 6.25 years

Interest rate: 2.45%

Volatility: 48.50%

Dividend yield: Nil

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Commitments and Contigent Liabilities (Tables)

6 Months Ended

Jun. 30, 2011

Commitments and Contingent Liabilities [Abstract]

Number of claims filed

	Six Months Ended			Year Ended
(Dollars in millions)	June 30, 2011			December 31, 2010
Pending claims, beginning of period		83,700			90,200
New claims filed		1,000			1,700
Claims settled/dismissed		(2,000	)		(8,200	)
Pending claims, end of period		82,700			83,700
Payments (1)	$	9		$	26

(1) Represents amount spent by us and our insurers on asbestos litigation defense and claim resolution.

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Changes in Shareholders' Equity (Tables)

6 Months Ended

Jun. 30, 2011

Changes in Shareholders' Equity [Abstract]

Changes In Shareholders' Equity

	Six Months Ended June 30, 2011									Six Months Ended June 30, 2010
				Minority									Minority
	Goodyear			Shareholders’			Total			Goodyear			Shareholders’			Total
	Shareholders’			Equity –			Shareholders’			Shareholders’			Equity –			Shareholders’
(In millions)	Equity			Nonredeemable			Equity			Equity			Nonredeemable			Equity
Balance at beginning of period	$	644		$	277		$	921		$	735		$	251		$	986
Comprehensive income (loss):
Net income (loss)		150			19			169			(19	)		13			(6	)
Foreign currency translation (net of tax of $0 in 2011 and $1 in 2010)		98			6			104			(149	)		(13	)		(162	)
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost (net of tax of $2 in 2011 and $5 in 2010)		81			—			81			80			—			80
Decrease (increase) in net actuarial losses (net of tax of $1 in 2011 and $0 in 2010)		3			—			3			(13	)		—			(13	)
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures (net of tax of $1 in 2011 and $0 in 2010)		13			—			13			1			—			1
Deferred derivative loss (net of tax of $0 in 2011 and $0 in 2010)		(11	)		—			(11	)		—			—			—
Reclassification adjustment for amounts recognized in income (net of tax of $0 in 2011 and $0 in 2010)		2			—			2			—			—			—
Unrealized investment gains (net of tax of $0 in 2011 and $0 in 2010)		5			—			5			1			—			1
Other comprehensive income (loss)		191			6			197			(80	)		(13	)		(93	)
Total comprehensive income (loss)		341			25			366			(99	)		—			(99	)
Dividends declared to minority shareholders		—			(19	)		(19	)		—			(2	)		(2	)
Stock-based compensation plans (Note 11)		6			—			6			10			—			10
Preferred stock issued, net of expenses		484			—			484			—			—			—
Preferred stock dividends declared		(7	)		—			(7	)		—			—			—
Common stock issued from treasury		7			—			7			1			—			1
Other		—			1			1			—			—			—
Balance at end of period	$	1,475		$	284		$	1,759		$	647		$	249		$	896

Changes in Minority Equity presented outside of Shareholders' Equity

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions)	2011			2010			2011			2010
Balance at beginning of period	$	628		$	573		$	584		$	593
Comprehensive income (loss):
Net income		1			5			11			21
Foreign currency translation, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)		8			(52	)		43			(89	)
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)		1			1			2			2
Decrease in net actuarial losses, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)		1			—			1			—
Deferred derivative loss, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)		(1	)		—			(3	)		—
Total comprehensive income (loss)		10			(46	)		54			(66	)
Balance at end of period	$	638		$	527		$	638		$	527

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Consolidating Financial Information (Tables)

6 Months Ended

Jun. 30, 2011

Consolidating Financial Information [Abstract]

Consolidating Balance Sheet

	Consolidating Balance Sheet
	June 30, 2011
										Consolidating
	Parent			Guarantor			Non-Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	569		$	39		$	1,196		$	—		$	1,804
Accounts Receivable		1,008			239			2,292			—			3,539
Accounts Receivable From Affiliates		—			492			114			(606	)		—
Inventories		1,700			214			2,222			(104	)		4,032
Prepaid Expenses and Other Current Assets		71			5			311			14			401
Total Current Assets		3,348			989			6,135			(696	)		9,776
Goodwill		—			24			505			191			720
Intangible Assets		109			1			51			—			161
Deferred Income Taxes		—			1			48			(1	)		48
Other Assets		233			49			207			—			489
Investments in Subsidiaries		4,075			341			4,324			(8,740	)		—
Property, Plant and Equipment		2,089			172			4,157			30			6,448
Total Assets	$	9,854		$	1,577		$	15,427		$	(9,216	)	$	17,642
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	875		$	194		$	2,446		$	—		$	3,515
Accounts Payable to Affiliates		606			—			—			(606	)		—
Compensation and Benefits		396			34			359			—			789
Other Current Liabilities		349			38			714			(4	)		1,097
Notes Payable and Overdrafts		—			—			261			—			261
Long Term Debt and Capital Leases Due Within One Year		1			—			256			—			257
Total Current Liabilities		2,227			266			4,036			(610	)		5,919
Long Term Debt and Capital Leases		3,243			—			1,543			—			4,786
Compensation and Benefits		2,232			204			948			—			3,384
Deferred and Other Noncurrent Income Taxes		31			3			229			6			269
Other Long Term Liabilities		646			34			207			—			887
Total Liabilities		8,379			507			6,963			(604	)		15,245
Commitments and Contingent Liabilities
Minority Shareholders’ Equity		—			—			411			227			638
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock		500			—			—			—			500
Common Stock		244			333			5,022			(5,355	)		244
Capital Surplus		2,801			35			1,025			(1,060	)		2,801
Retained Earnings		1,009			1,168			2,761			(3,929	)		1,009
Accumulated Other Comprehensive Loss		(3,079	)		(466	)		(1,039	)		1,505			(3,079	)
Goodyear Shareholders’ Equity		1,475			1,070			7,769			(8,839	)		1,475
Minority Shareholders’ Equity — Nonredeemable		—			—			284			—			284
Total Shareholders’ Equity		1,475			1,070			8,053			(8,839	)		1,759
Total Liabilities and Shareholders’ Equity	$	9,854		$	1,577		$	15,427		$	(9,216	)	$	17,642

	Consolidating Balance Sheet
	December 31, 2010
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	792		$	38		$	1,175		$	—		$	2,005
Accounts Receivable		875			219			1,642			—			2,736
Accounts Receivable From Affiliates		—			434			197			(631	)		—
Inventories		1,259			185			1,610			(77	)		2,977
Prepaid Expenses and Other Current Assets		58			5			257			7			327
Total Current Assets		2,984			881			4,881			(701	)		8,045
Goodwill		—			24			476			183			683
Intangible Assets		109			1			51			—			161
Deferred Income Taxes		—			1			58			(1	)		58
Other Assets		241			48			229			—			518
Investments in Subsidiaries		3,879			313			4,324			(8,516	)		—
Property, Plant and Equipment		2,177			172			3,787			29			6,165
Total Assets	$	9,390		$	1,440		$	13,806		$	(9,006	)	$	15,630
Liabilities
Current Liabilities:
Accounts Payable-Trade	$	814		$	140		$	2,153		$	—		$	3,107
Accounts Payable to Affiliates		631			—			—			(631	)		—
Compensation and Benefits		411			34			311			—			756
Other Current Liabilities		369			33			618			(2	)		1,018
Notes Payable and Overdrafts		—			—			238			—			238
Long Term Debt and Capital Leases Due Within One Year		1			—			187			—			188
Total Current Liabilities		2,226			207			3,507			(633	)		5,307
Long Term Debt and Capital Leases		3,573			—			746			—			4,319
Compensation and Benefits		2,296			209			910			—			3,415
Deferred and Other Noncurrent Income Taxes		31			3			202			6			242
Other Long Term Liabilities		620			32			190			—			842
Total Liabilities		8,746			451			5,555			(627	)		14,125
Commitments and Contingent Liabilities
Minority Shareholders’ Equity		—			—			374			210			584
Shareholders’ Equity
Goodyear Shareholders’ Equity
Preferred Stock		—			—			—			—			—
Common Stock		243			333			5,021			(5,354	)		243
Capital Surplus		2,805			35			1,025			(1,060	)		2,805
Retained Earnings		866			1,098			2,698			(3,796	)		866
Accumulated Other Comprehensive Loss		(3,270	)		(477	)		(1,144	)		1,621			(3,270	)
Goodyear Shareholders’ Equity		644			989			7,600			(8,589	)		644
Minority Shareholders’ Equity — Nonredeemable		—			—			277			—			277
Total Shareholders’ Equity		644			989			7,877			(8,589	)		921
Total Liabilities and Shareholders’ Equity	$	9,390		$	1,440		$	13,806		$	(9,006	)	$	15,630

Consolidating Statement of Operations

	Consolidating Statement of Operations
	Three Months Ended June 30, 2011
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET SALES	$	2,255		$	705		$	6,512		$	(3,852	)	$	5,620
Cost of Goods Sold		1,988			618			5,872			(3,906	)		4,572
Selling, Administrative and General Expense		248			45			462			(2	)		753
Rationalizations		33			1			12			—			46
Interest Expense		63			5			55			(42	)		81
Other (Income) and Expense		(30	)		(9	)		(20	)		107			48
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries		(47	)		45			131			(9	)		120
United States and Foreign Taxes		2			4			60			(2	)		64
Equity in Earnings of Subsidiaries		96			4			—			(100	)		—
Net Income (Loss)		47			45			71			(107	)		56
Less: Minority Shareholders’ Net Income		—			—			9			—			9
Goodyear Net Income (Loss)		47			45			62			(107	)		47
Less: Preferred Stock Dividends		7			—			—			—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	40		$	45		$	62		$	(107	)	$	40

	Three Months Ended June 30, 2010
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET SALES	$	1,881		$	594		$	4,772		$	(2,719	)	$	4,528
Cost of Goods Sold		1,686			533			4,218			(2,751	)		3,686
Selling, Administrative and General Expense		250			47			374			(1	)		670
Rationalizations		(2	)		1			7			—			6
Interest Expense		64			4			35			(26	)		77
Other (Income) and Expense		(30	)		(9	)		(8	)		54			7
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries		(87	)		18			146			5			82
United States and Foreign Taxes		(2	)		6			40			(1	)		43
Equity in Earnings of Subsidiaries		113			7			—			(120	)		—
Net Income (Loss)		28			19			106			(114	)		39
Less: Minority Shareholders’ Net Income		—			—			11			—			11
Goodyear Net Income (Loss)	$	28		$	19		$	95		$	(114	)	$	28

	Consolidating Statement of Operations
	Six Months Ended June 30, 2011
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET SALES	$	4,394		$	1,366		$	12,793		$	(7,531	)	$	11,022
Cost of Goods Sold		3,923			1,212			11,519			(7,621	)		9,033
Selling, Administrative and General Expense		464			89			872			(4	)		1,421
Rationalizations		37			3			15			—			55
Interest Expense		127			10			95			(77	)		155
Other (Income) and Expense		(94	)		(12	)		(39	)		197			52
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries		(63	)		64			331			(26	)		306
United States and Foreign Taxes		(1	)		8			124			(5	)		126
Equity in Earnings of Subsidiaries		212			14			—			(226	)		—
Net Income (Loss)		150			70			207			(247	)		180
Less: Minority Shareholders’ Net Income		—			—			30			—			30
Goodyear Net Income (Loss)		150			70			177			(247	)		150
Less: Preferred Stock Dividends		7			—			—			—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	143		$	70		$	177		$	(247	)	$	143

	Six Months Ended June 30, 2010
							Non-		Consolidating
	Parent			Guarantor			Guarantor		Entries and
(In millions)	Company			Subsidiaries			Subsidiaries		Eliminations			Consolidated
NET SALES	$	3,585		$	1,092		$	9,416	$	(5,295	)	$	8,798
Cost of Goods Sold		3,225			977			8,280		(5,340	)		7,142
Selling, Administrative and General Expense		461			91			726		(3	)		1,275
Rationalizations		—			5			3		—			8
Interest Expense		127			8			69		(53	)		151
Other (Income) and Expense		(43	)		(11	)		66		99			111
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries		(185	)		22			272		2			111
United States and Foreign Taxes		(2	)		7			92		(1	)		96
Equity in Earnings of Subsidiaries		164			18			—		(182	)		—
Net Income (Loss)		(19	)		33			180		(179	)		15
Less: Minority Shareholders’ Net Income		—			—			34		—			34
Goodyear Net Income (Loss)	$	(19	)	$	33		$	146	$	(179	)	$	(19	)

Consolidating Statement of Cash Flows

	Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2011
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Total Cash Flows from Operating Activities	$	(337	)	$	15		$	(233	)	$	(114	)	$	(669	)
Cash Flows from Investing Activities:
Capital expenditures		(118	)		(13	)		(401	)		—			(532	)
Asset dispositions		98			—			2			—			100
Capital contributions		—			—			—			—			—
Increase in restricted cash		—			—			(51	)		—			(51	)
Total Cash Flows from Investing Activities		(20	)		(13	)		(450	)		—			(483	)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred		—			—			64			—			64
Short term debt and overdrafts paid		(6	)		(2	)		(46	)		—			(54	)
Long term debt incurred		—			—			1,890			—			1,890
Long term debt paid		(350	)		—			(1,082	)		—			(1,432	)
Proceeds from issuance of preferred stock		485			—			—			—			485
Common stock issued		7			—			—			—			7
Capital contributions		—			—			—			—			—
Intercompany dividends paid		—			—			(114	)		114			—
Dividends paid to minority shareholders		—			—			(14	)		—			(14	)
Debt related costs and other transactions		(2	)		—			(17	)		—			(19	)
Total Cash Flows from Financing Activities		134			(2	)		681			114			927
Effect of exchange rate changes on cash and cash equivalents		—			1			23			—			24
Net Change in Cash and Cash Equivalents		(223	)		1			21			—			(201	)
Cash and Cash Equivalents at Beginning of the Period		792			38			1,175			—			2,005
Cash and Cash Equivalents at End of the Period	$	569		$	39		$	1,196		$	—		$	1,804

	Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2010
							Non-			Consolidating
	Parent			Guarantor			Guarantor			Entries and
(In millions)	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Total Cash Flows from Operating Activities	$	(69	)	$	19		$	247		$	(14	)	$	183
Cash Flows from Investing Activities:
Capital expenditures		(141	)		(10	)		(207	)		—			(358	)
Asset dispositions		—			—			18			—			18
Capital contributions		—			—			(136	)		136			—
Increase in restricted cash		—			—			(37	)		—			(37	)
Return of investment in The Reserve Primary Fund		24			—			—			—			24
Total Cash Flows from Investing Activities		(117	)		(10	)		(362	)		136			(353	)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred		—			1			27			—			28
Short term debt and overdrafts paid		(1	)		—			(48	)		—			(49	)
Long term debt incurred		—			—			251			—			251
Long term debt paid		(1	)		—			(63	)		—			(64	)
Common stock issued		1			—			—			—			1
Capital contributions		—			—			136			(136	)		—
Intercompany dividends paid		—			—			(14	)		14			—
Dividends paid to minority shareholders		—			—			(2	)		—			(2	)
Debt related costs and other transactions		—			—			—			—			—
Total Cash Flows from Financing Activities		(1	)		1			287			(122	)		165
Effect of exchange rate changes on cash and cash equivalents		—			—			(234	)		—			(234	)
Net Change in Cash and Cash Equivalents		(187	)		10			(62	)		—			(239	)
Cash and Cash Equivalents at Beginning of the Period		802			17			1,103			—			1,922
Cash and Cash Equivalents at End of the Period	$	615		$	27		$	1,041		$	—		$	1,683

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Costs Associated with Rationalization Programs (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Net Rationalization Charges Before Income Taxes
New charges	$ 46	$ 17	$ 57	$ 27
Reversals		(11)	(2)	(19)
Rationalizations (Note 2)	$ 46	$ 6	$ 55	$ 8

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Costs Associated with Rationalization Programs (Details 1) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Roll-forward liability
Beginning Balance			$ 230
New charges	46	17	57	27
Incurred			28
Reversals		(11)	(2)	(19)
Foreign currency translation			11
Ending Balance	268		268
Associate Related Costs [Member]
Roll-forward liability
Beginning Balance			212
New charges			41
Incurred			10
Reversals			(1)
Foreign currency translation			10
Ending Balance	252		252
Other Costs [Member]
Roll-forward liability
Beginning Balance			18
New charges			16
Incurred			18
Reversals			(1)
Foreign currency translation			1
Ending Balance	$ 16		$ 16

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Costs Associated with Rationalization Programs (Details) (Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Restructuring Cost and Reserve [Line Items]
New charges	$ 46	$ 17	$ 57	$ 27
Reversals		(11)	(2)	(19)
Rationalizations (Note 2)	46	6	55	8
Costs Associated with Rationalization Programs (Textuals) [Abstract]
Accrual balance	268		268		230
Asset write-offs and accelerated depreciation charges related to closure of manufacturing facilities and discontinuation of plant	25	6	34	9
Future Cash Outflows	Substantially all of the new charges relate to future cash outflows	Substantially all of these charges related to future cash outflows.	Substantially all of the new charges relate to future cash outflows.	Substantially all of these charges related to future cash outflows
Associate Related Costs [Member]
Restructuring Cost and Reserve [Line Items]
New charges			41
Reversals			(1)
Restructuring Reserve Settled			10
Costs Associated with Rationalization Programs (Textuals) [Abstract]
Accrual balance	252		252		212
Associate Related Costs [Member] | Plans Initiated In 2011 [Member]
Restructuring Cost and Reserve [Line Items]
New charges	10		11
Associate Related Costs [Member] | Plans Initiated In 2010 [Member]
Restructuring Cost and Reserve [Line Items]
New charges	(29)	(6)	30	(8)
Associate Related Costs [Member] | Plans Initiated In 2009 [Member]
Restructuring Cost and Reserve [Line Items]
New charges		(2)		(3)
Other Costs [Member]
Restructuring Cost and Reserve [Line Items]
New charges			16
Reversals			(1)
Restructuring Reserve Settled			18
Costs Associated with Rationalization Programs (Textuals) [Abstract]
Accrual balance	16		16		18
Other Costs [Member] | Plans Initiated In 2011 [Member]
Restructuring Cost and Reserve [Line Items]
New charges	(1)		(1)
Other Costs [Member] | Plans Initiated In 2010 [Member]
Restructuring Cost and Reserve [Line Items]
New charges	(6)		(15)	(2)
Other Costs [Member] | Plans Initiated In 2009 [Member]
Restructuring Cost and Reserve [Line Items]
New charges		(9)		(14)
Plans Initiated In 2011 [Member]
Restructuring Cost and Reserve [Line Items]
New charges	11		12
Restructuring And Related Cost, Expected Number Of Positions Eliminated	100		400
Restructuring And Related Cost, Number Of Positions Eliminated, Inception To Date	500		500
Plans Initiated In 2010 [Member]
Restructuring Cost and Reserve [Line Items]
New charges	35		45	(10)
Plans Initiated In 2009 [Member]
Restructuring Cost and Reserve [Line Items]
New charges		(11)		(17)
Union City Restructuring Plan [Member]
Costs Associated with Rationalization Programs (Textuals) [Abstract]
Accrual balance	112		112
Amiens Restructuring Plan [Member]
Costs Associated with Rationalization Programs (Textuals) [Abstract]
Accrual balance	$ 118		$ 118

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Other Expense (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	May 27, 2011
Other Income and Expense
Net foreign currency exchange losses	$ 6		$ 12	$ 9	$ 121
Financing fees and financial instruments	63		7	72	20
General and product liability - discontinued products	3		7	8	11
Net (gains) losses on asset sales (Note3)	(11)		(8)	(13)	(24)
Royalty income	(11)		(9)	(20)	(15)
Interest income	(3)		(2)	(6)	(5)
Miscellaneous	1			2	3
Other (Income) and Expense	48		7	52	111
Other Expense (Textuals) [Abstract]
Venezuela currency devaluation (Note 3)					110
Remeasurement loss on net monetary assets devaluation					157
Net foreign currency exchange losses	6		12	9	121
Venezuelan Official exchange rate for essential goods					2.6
Venezuelan Official exchange rate for non-essential goods					4.3
Inflation rate over the last three years					In excess of 100%
Dollar Denominated payables in Venezuelan					47
Foreign exchange loss due to elimination of subsidy exchange rate		24
Increase in financial fees	56
Increase in financial fees due to charges	53
Cash premium paid on redemption of Long-term debt	37			37		37
Finance fess paid on redemption written off	16			16
Expense related to asbestos claims	6		5	11	12
Probable Insurance Recoveries Related to asbestos claims	3		(2)	5	1
Net (gains) losses on asset sales (Note3)	(11)		(8)	(13)	(24)
10.5% Notes due 2016 [Member]
Other Expense (Textuals) [Abstract]
Interest on Notes	10.50%			10.50%
Other Expense Additional (Textuals) [Abstract]
Issue of aggregate principal amount of senior notes due 2016	$ 350			$ 350
Interest on Notes	10.50%			10.50%

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Sale of Farm Tire and Wire Business (Details)	6 Months Ended	12 Months Ended		6 Months Ended		6 Months Ended
	Jun. 30, 2011 USD ($)	Dec. 31, 2010 USD ($)	Jun. 30, 2011 EUR (€)	Jun. 30, 2011 Farm LAT [Member] USD ($)	Dec. 31, 2010 Farm LAT [Member] USD ($)	Jun. 30, 2011 Wire [Member] USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale				$ 99,000,000		$ 50,000,000
Pre-tax gain on sale				6,000,000
Income tax withheld from sales proceeds				5,000,000
Assets Held For Sale, Net					33,000,000	24,000,000
Property, plant and equipment					44,000,000
Inventories					16,000,000
Date of the transaction completed				April 1, 2011		July 1, 2011
Deferred income					14,000,000
Compensation and benefits					10,000,000
Deferred income taxes					5,000,000
Sale of Farm Tire and Wire Business (Textuals) [Abstract]
Selling price for assets per agreement	18,000,000		12,300,000
European timing and description	The European portion of the transaction, which has not yet been completed, is subject to the exercise of a put option by us following completion of a social plan related to the previously announced discontinuation of consumer tire production at one of our facilities in Amiens, France and required consultation with various works councils.The put option expires on November 30, 2011.
No impairment was indicated as a result of that testing	$ 0	$ 0

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Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Millions, except Share data	Jun. 30, 2011	Dec. 31, 2010
Current Assets:
Allowance on accounts receivable	$ 112	$ 106
Accumulated depreciation	$ 8,974	$ 8,807
Goodyear Shareholders' Equity:
Preferred stock, par value	$ 0	$ 0
Preferred stock, authorized	50,000,000	50,000,000
Mandatory convertible preferred stock, outstanding	10,000,000	0
Mandatory convertible preferred stock, liquidation preference	$ 50
Common stock, par value	$ 0	$ 0
Common stock, authorized	450,000,000	450,000,000
Common stock, outstanding shares	244,000,000	243,000,000
Treasury shares	7,000,000	8,000,000

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Income Taxes (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Income Taxes (Textuals) [Abstract]
Tax expenses	$ 64	$ 43	$ 126	$ 96
Income before income taxes	120	82	306	111
Income Tax Reconciliation, Tax Contingencies			18	(4)
Unrecognized tax benefits, if recognized, would have a favorable impact on our tax expense					87
Tax expense, that would have a favorable impact of Unrecognized tax benefits					81
Accrued interest					13
Unsettled unrecognized tax benefits that would require cash					23
Unsettled accrued interest that would require cash					$ 13
Change in unrecognized tax benefits during the next 12 months			It is reasonably possible that our unrecognized tax benefits may change during the next 12 months. However, we do not expect changes during the next 12 months to have a significant impact on our financial position or results of operations
Effective income tax rate reconciliation, valuation allowance			We continue to maintain a full valuation allowance against our net Federal and state deferred tax assets, however this did not have a significant impact on the consolidated effective tax rate for the first six months of 2011 due to the near break-even results income before income taxes in the U.S. For the first six months of 2010, the difference between our effective tax rate and the U.S statutory rate was primarily attributable to maintaining a full valuation allowance against our net Federal and state deferred tax assets
Open tax years by major tax jurisdiction			Generally, years beginning after 2004 are still open to examination by foreign taxing authorities, and in Germany, we are open to examination from 2006 onward. In the United States, we are open to examination from 2010 onward.

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Earning (Loss) Per Share (Details) (USD $) In Millions, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Earnings per share - basic:
Goodyear net income (loss)	$ 47	$ 28	$ 150	$ (19)
Less: Preferred Stock Dividends	7		7
Goodyear net income (loss) available to common shareholders	40	28	143	(19)
Weighted average shares outstanding	244	242	244	242
Earnings per common share - basic	$ 0.16	$ 0.11	$ 0.58	$ (0.08)
Earnings Per Share - diluted:
Goodyear net income (loss)	47	28	150	(19)
Less: Preferred Stock Dividends	7
Goodyear net income (loss) available to common shareholders	40	28	150	(19)
Weighted average shares outstanding	244	242	244	242
Dilutive effect of mandatory convertible preferred stock			15
Dilutive effect of stock options and other dilutive securities	3	2	3
Weighted average shares outstanding - diluted	247	244	262	242
Earnings per share - diluted	$ 0.16	$ 0.11	$ 0.57	$ (0.08)
Earning Loss per Share (Additional Textuals) [Abstract]
Less: Preferred Stock Dividends	$ 7		$ 7
In-the-money Stock Options [Member]
Per Share of Common Stock (Textuals) [Abstract]
Weighted average shares outstanding - Diluted, excluded in computation of Diluted earnings per share				5
Underwater Stock Options [Member]
Per Share of Common Stock (Textuals) [Abstract]
Weighted average shares outstanding - Diluted, excluded in computation of Diluted earnings per share	6	12	7	11
Convertible Preferred Stock [Member]
Per Share of Common Stock (Textuals) [Abstract]
Weighted average shares outstanding - Diluted, excluded in computation of Diluted earnings per share	30

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Business Segments (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Sales:
Net Sales	$ 5,620	$ 4,528	$ 11,022	$ 8,798
North American Tire [Member]
Sales:
Net Sales	2,411	2,049	4,718	3,828
Europe, Middle East and Africa Tire [Member]
Sales:
Net Sales	1,943	1,455	3,902	2,984
Latin American Tire [Member]
Sales:
Net Sales	640	529	1,225	1,007
Asia Pacific Tire [Member]
Sales:
Net Sales	$ 626	$ 495	$ 1,177	$ 979

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Business Segments (Details 1) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Segment Operating Income:
Total Segment Operating Income	$ 382	$ 219	$ 709	$ 459
Net rationalization charges (Note 2)	(46)	(6)	(55)	(8)
Interest Expense	(81)	(77)	(155)	(151)
Other expense	(48)	(7)	(52)	(111)
Asset Write Offs and Accelerated Depreciation	(25)	(6)	(34)	(9)
Corporate incentive compensation plans	(21)	(20)	(35)	(27)
Pension curtailments/settlements/termination benefits	(11)		(11)
Intercompany profit elimination	(2)	7	(11)	(2)
Other	(28)	(28)	(50)	(40)
Income before Income Taxes	120	82	306	111
North American Tire [Member]
Segment Operating Income:
Total Segment Operating Income	137	16	177	2
Net rationalization charges (Note 2)	(34)	1	(40)	(5)
Asset Write Offs and Accelerated Depreciation	(24)		(32)	(1)
Europe, Middle East and Africa Tire [Member]
Segment Operating Income:
Total Segment Operating Income	126	73	279	182
Net rationalization charges (Note 2)	(6)	1	(7)	7
Asset Write Offs and Accelerated Depreciation		(1)		(1)
Latin American Tire [Member]
Segment Operating Income:
Total Segment Operating Income	54	66	121	142
Net rationalization charges (Note 2)		(1)		(3)
Asia Pacific Tire [Member]
Segment Operating Income:
Total Segment Operating Income	65	64	132	133
Net rationalization charges (Note 2)	(6)	(7)	(8)	(8)
Asset Write Offs and Accelerated Depreciation	$ (1)	$ (5)	$ (2)	$ (7)

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Business Segments (Details 2) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Rationalizations:
Net rationalization charges (Note 2)	$ 46	$ 6	$ 55	$ 8
North American Tire [Member]
Rationalizations:
Net rationalization charges (Note 2)	34	(1)	40	5
Europe, Middle East and Africa Tire [Member]
Rationalizations:
Net rationalization charges (Note 2)	6	(1)	7	(7)
Latin American Tire [Member]
Rationalizations:
Net rationalization charges (Note 2)		1		3
Asia Pacific Tire [Member]
Rationalizations:
Net rationalization charges (Note 2)	6	7	8	8
Corporate [Member]
Rationalizations:
Net rationalization charges (Note 2)				(1)
Operating Segments [Member]
Rationalizations:
Net rationalization charges (Note 2)	$ 46	$ 6	$ 55	$ 9

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Business Segments (Details 3) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Net Gains on Asset Sales:
Net (gains) losses on asset sales (Note3)	$ (11)	$ (8)	$ (13)	$ (24)
North American Tire [Member]
Net Gains on Asset Sales:
Net (gains) losses on asset sales (Note3)	(5)	(1)	(5)	(1)
Europe, Middle East and Africa Tire [Member]
Net Gains on Asset Sales:
Net (gains) losses on asset sales (Note3)	(1)		(2)	(1)
Latin American Tire [Member]
Net Gains on Asset Sales:
Net (gains) losses on asset sales (Note3)	(3)	(7)	(4)	(7)
Asia Pacific Tire [Member]
Net Gains on Asset Sales:
Net (gains) losses on asset sales (Note3)				(15)
Segment Asset Sales (gain) loss [Member]
Net Gains on Asset Sales:
Net (gains) losses on asset sales (Note3)	(9)	(8)	(11)	(24)
Corporate [Member]
Net Gains on Asset Sales:
Net (gains) losses on asset sales (Note3)	$ (2)		$ (2)

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Business Segments (Details 4) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Asset write-offs and accelerated depreciation:
Total Segment Asset Write Offs and Accelerated Depreciation	$ 25	$ 6	$ 34	$ 9
North American Tire [Member]
Asset write-offs and accelerated depreciation:
Total Segment Asset Write Offs and Accelerated Depreciation	24		32	1
Europe, Middle East and Africa Tire [Member]
Asset write-offs and accelerated depreciation:
Total Segment Asset Write Offs and Accelerated Depreciation		1		1
Asia Pacific Tire [Member]
Asset write-offs and accelerated depreciation:
Total Segment Asset Write Offs and Accelerated Depreciation	$ 1	$ 5	$ 2	$ 7

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Financing Arrangements and Derivative Financial Instruments (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2011	Dec. 31, 2010
Notes payable and overdrafts long term debt and capital leases due with in one year and short term financing arrangements
Notes Payable and Overdrafts	$ 261	$ 238
Long term debt and capital leases due within one year:
Other domestic and international debt (including capital leases)	257	188
Total obligations due within one year	$ 518	$ 426
Notes payable and overdrafts [Member]
Notes payable and overdrafts long term debt and capital leases due with in one year and short term financing arrangements
Weighted Average Interest Rate	5.32%	4.56%
Long term debt and capital leases due within one year [Member]
Long term debt and capital leases due within one year:
Weighted average interest rate	10.03%	8.77%

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Financing Arrangements and Derivative Financial Instruments (Details 1) In Millions, unless otherwise specified	Jun. 30, 2011 USD ($)	Dec. 31, 2010 USD ($)	Jun. 30, 2011 10.5% Notes due 2016 [Member] USD ($)	Dec. 31, 2010 10.5% Notes due 2016 [Member] USD ($)	Jun. 30, 2011 6.75% Euro Notes due 2019 [Member] USD ($)	Dec. 31, 2010 6.75% Euro Notes due 2019 [Member] USD ($)	Jun. 30, 2011 8.25% Senior Notes due 2020 [Member] USD ($)	Dec. 31, 2010 8.25% Senior Notes due 2020 [Member] USD ($)	Jun. 30, 2011 8.75% Notes due 2020 [Member] USD ($)	Dec. 31, 2010 8.75% Notes due 2020 [Member] USD ($)	Jun. 30, 2011 7% Notes due 2028 [Member] USD ($)	Dec. 31, 2010 7% Notes due 2028 [Member] USD ($)	Jun. 30, 2011 $1.5 billion first lien revolving credit facility due 2013 [Member] USD ($)	Dec. 31, 2010 $1.5 billion first lien revolving credit facility due 2013 [Member] USD ($)	Jun. 30, 2011 $1.2 billion second lien term loan facility due 2014 [Member] USD ($)	Dec. 31, 2010 $1.2 billion second lien term loan facility due 2014 [Member] USD ($)	Jun. 30, 2011 Euro 400 million revolving credit facility due 2016 [Member] USD ($)	Dec. 31, 2010 Euro 400 million revolving credit facility due 2016 [Member] USD ($)	Jun. 30, 2011 Pan-European accounts receivable facility due 2015 [Member] EUR (€)	Jun. 30, 2011 Pan-European accounts receivable facility due 2015 [Member] USD ($)	Dec. 31, 2010 Pan-European accounts receivable facility due 2015 [Member] USD ($)	Dec. 31, 2010 Pan-European accounts receivable facility due 2015 [Member] EUR (€)	Jun. 30, 2011 Chinese credit facilities [Member] USD ($)	Dec. 31, 2010 Chinese credit facilities [Member] USD ($)	Jun. 30, 2011 Other domestic and international debt [Member] USD ($)	Dec. 31, 2010 Other domestic and international debt [Member] USD ($)
Long term debt and capital leases, net of unamortized discounts and interest rates
Total long term debt excluding capital leases	$ 5,024	$ 4,489	$ 629	$ 966	$ 362	$ 0	$ 994	$ 993	$ 264	$ 263	$ 149	$ 149	$ 0	$ 0	$ 1,200	$ 1,200	$ 138	$ 0	€ 320	$ 463	$ 319	€ 238	$ 329	$ 153	$ 496	$ 446
Capital lease obligations	19	18
Total long term debt including capital leases	5,043	4,507
Less portion due within one year	(257)	(188)
Total long term debt excluding debt due within one year	$ 4,786	$ 4,319
Interest Rate, End of Period													0.00%	0.00%	1.94%	1.96%	3.82%	0.00%	3.99%	3.99%	3.73%	3.73%	5.74%	5.45%	9.88%	9.04%

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Financing Arrangements and Derivative Financial Instruments (Details 2) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Accounts receivable [Member]
Fair Values - asset (liability):
Fair values for foreign currency contracts not designated as hedging instruments, Assets	$ 12	$ 25
Other assets [Member]
Fair Values - asset (liability):
Fair values for foreign currency contracts not designated as hedging instruments, Assets	1	1
Other current liabilities [Member]
Fair Values - asset (liability):
Fair values for foreign currency contracts not designated as hedging instruments, Liabilities	(14)	(15)
Fair Values - asset (liability):
Fair values for foreign currency contracts designated as cash flow hedging instruments	$ (9)	$ (2)

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Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Consolidated Statements of Comprehensive Income (Loss) [Abstract]
Net Income	$ 56	$ 39	$ 180	$ 15
Other Comprehensive Income (Loss):
Foreign currency translation, net of tax of $ (1) and $0 in 2011 ($1 and $1 in 2010)	53	(197)	147	(251)
Defined benefit plans:
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $ (1) and $ 2 in 2011 ($2 and $5 in 2010)	43	41	83	82
Decrease (increase) in net actuarial losses, net of tax of $ 1 and $ 1 in 2011 ($0 and $0 in 2010)	1	(12)	4	(13)
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures, net of tax of $ 1 and $ 1 in 2011 ($0 and $0 in 2010)	13		13	1
Deferred derivatives loss, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)	(5)	1	(14)
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)	2		2
Unrealized investment gains (net of tax of $0 in 2011 and $0 in 2010)	6		5	1
Comprehensive Income (Loss)	169	(128)	420	(165)
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	20	(55)	79	(66)
Comprehensive Income (Loss) Attributable to Goodyear Shareholders	$ 149	$ (73)	$ 341	$ (99)

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Financing Arrangements and Derivative Financial Instruments (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Debt Instrument [Line Items]
Credit arrangements	$ 8,105		$ 8,105
Credit Arrangements, Unused	2,398		2,398
Total long term debt excluding capital leases	5,024		5,024		4,489
Financing Arrangements (Textuals) [Abstract]
Percentage of debt at variable interest rate	44.00%		44.00%
Average variable interest rate	4.15%		4.15%
Outstanding foreign currency cash flow derivatives with notional amounts	231		231		75
Foreign currency derivatives gain (loss) included in other expense	(4)	64	(39)	97
Deferred losses, recognized in Accumulated Other Comprehensive Loss	(5)	1	(14)	0
Deferred losses reclassified from AOCL into income	(2)	0	(2)	0
Outstanding foreign currency derivative instruments not designated as hedging instruments with notional amounts	1,393		1,393		1,324
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months	(15)		(15)
Short-term Debt [Member]
Debt Instrument [Line Items]
Credit arrangements	638		638
Credit Arrangements, Unused	377		377
Long-term Debt [Member]
Debt Instrument [Line Items]
Credit arrangements	7,467		7,467
Credit Arrangements, Unused	$ 2,021		$ 2,021

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Financing Arrangements and Derivative Financial Instruments (Details Textual 1) (USD $) In Millions			6 Months Ended
	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2011 Global and North American Tire Headquarters [Member]	Apr. 13, 2011 Global and North American Tire Headquarters [Member]
Capital Leased Assets [Line Items]
Agreement period for occupying facility			27 years
Estimated cost of project				$ 160
Estimated cost of project funded by government financing and incentives				60
Estimated total financing liability			100
Total long term debt excluding debt due within one year	$ 4,786	$ 4,319	$ 0

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Financing Arrangements and Derivative Financial Instruments (Details Textual 2)	3 Months Ended	6 Months Ended																			6 Months Ended		6 Months Ended		6 Months Ended					6 Months Ended	12 Months Ended				6 Months Ended			6 Months Ended
	Jun. 30, 2011 USD ($)	Jun. 30, 2011 USD ($)	May 27, 2011 USD ($)	Jun. 30, 2011 German tranche [Member] EUR (€)	Apr. 20, 2011 German tranche [Member] EUR (€)	Dec. 31, 2010 German tranche [Member] EUR (€)	Jun. 30, 2011 All borrower tranche [Member] USD ($)	Jun. 30, 2011 All borrower tranche [Member] EUR (€)	Apr. 20, 2011 All borrower tranche [Member] EUR (€)	Dec. 31, 2010 All borrower tranche [Member] USD ($)	Dec. 31, 2010 All borrower tranche [Member] EUR (€)	Apr. 20, 2011 Amended And Restated Senior Secured European Revolving Credit Facility [Member] EUR (€)	Jun. 30, 2011 Letter of Credit [Member] $1.5 billion first lien revolving credit facility due 2013 [Member] USD ($)	Dec. 31, 2010 Letter of Credit [Member] $1.5 billion first lien revolving credit facility due 2013 [Member] USD ($)	Jun. 30, 2011 8.25% Senior Notes due 2020 [Member]	Dec. 31, 2010 8.25% Senior Notes due 2020 [Member]	Jun. 30, 2011 8.75% Notes due 2020 [Member]	Dec. 31, 2010 8.75% Notes due 2020 [Member]	Jun. 30, 2011 7% Notes due 2028 [Member]	Dec. 31, 2010 7% Notes due 2028 [Member]	Jun. 30, 2011 Australia Accounts Receivable Securitization Facility [Member] USD ($)	Dec. 31, 2010 Australia Accounts Receivable Securitization Facility [Member] USD ($)	Jun. 30, 2011 $1.5 billion first lien revolving credit facility due 2013 [Member] USD ($)	Dec. 31, 2010 $1.5 billion first lien revolving credit facility due 2013 [Member] USD ($)	Jun. 30, 2011 $1.2 billion second lien term loan facility due 2014 [Member] USD ($)	Jun. 30, 2011 Pan-European accounts receivable facility due 2015 [Member] EUR (€)	Jun. 30, 2011 Chinese credit facilities [Member] CNY	Jun. 30, 2011 Chinese credit facilities [Member] USD ($)	Dec. 31, 2010 Chinese credit facilities [Member] USD ($)	Jun. 30, 2011 6.75% Euro Notes due 2019 [Member]	Apr. 15, 2017 6.75% Euro Notes due 2019 [Member]	Apr. 15, 2016 6.75% Euro Notes due 2019 [Member]	Apr. 15, 2015 6.75% Euro Notes due 2019 [Member]	Apr. 20, 2011 6.75% Euro Notes due 2019 [Member] EUR (€)	Jun. 30, 2011 10.5% Notes due 2016 [Member] USD ($)	May 27, 2011 10.5% Notes due 2016 [Member] USD ($)	Dec. 31, 2010 10.5% Notes due 2016 [Member]	Jun. 30, 2011 Euro 400 million revolving credit facility due 2016 [Member] EUR (€)	Apr. 20, 2011 Euro 400 million revolving credit facility due 2016 [Member] EUR (€)
Line of Credit Facility [Line Items]
Interest on Notes															8.25%	8.25%	8.75%	8.75%	7.00%	7.00%										6.75%							10.50%
Debt Instrument, Issuance Date																														April 20, 2011
Issue of aggregate principal amount of senior notes due 2016																																		€ 250,000,000
Additional notes sold at as percentage of principle amount																																		100.00%
Maturity Date of notes due																														Apr. 15, 2019
Redemption price in percentage																															100.00%	101.688%	103.375%
Debt Instrument Call Feature																														Prior to April 15, 2015, we may redeem these notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a make-whole premium and accrued and unpaid interest to the redemption date. In addition, prior to April 15, 2014, we may redeem up to 35% of the original aggregate principal amount of these notes from the net cash proceeds of certain equity offerings at a redemption price equal to 106.75% of the principal amount plus accrued and unpaid interest to the redemption date.
Prepayment premium on redemption of notes	37,000,000	37,000,000	37,000,000
Debt Instrument Restrictive Covenants																														The terms of the indenture for these notes, among other things, limit the ability of the Company and certain of its subsidiaries, including GDTE, to incur additional debt or issue redeemable preferred stock, pay dividends or make certain other restricted payments or investments, incur liens, sell assets, incur restrictions on the ability of the Company’s subsidiaries to pay dividends to the Company, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of their assets. These covenants are subject to significant exceptions and qualifications. For example, if these notes are assigned an investment grade rating by Moody’s and Standard & Poor’s and no default has occurred or is continuing, certain covenants will be suspended.
First lien revolving credit facility																							1,500,000,000	1,500,000,000
Carrying amount of early debt repayment																																				350,000,000
Aggregate redemption price of notes																																			387,000,000
Unamortized discounts and deferred financing fees	16,000,000	16,000,000
Sublimit on letter of credit								50,000,000			50,000,000												800,000,000	800,000,000
Line of Credit, additional borrowing capacity which may be requested from Lenders																							250,000,000
Revolving credit facility					100,000,000				300,000,000			400,000,000											1,500,000,000		1,200,000,000													400,000,000	505,000,000
Letters of credit issued under the revolving credit facility							7,000,000	5,000,000		12,000,000	9,000,000		415,000,000	474,000,000
Decrease of commitment fee																																						12.5 basis points to 50 basis points
Interest																																						LIBOR plus 250 basis points for loans denominated in U.S. dollars or pounds sterling and EURIBOR plus 250 basis points for loans denominated in euros
Maturity date																																						April 20, 2016
Consolidated Net J.V. Indebtedness																																						(1) Cash and cash equivalents in excess of $100 million held by GDTE and its subsidiaries, (2) cash and cash equivalents in excess of $150 million held by the Company and its U.S. subsidiaries and (3) availability under our first lien revolving credit facility if available borrowings under our first lien revolving credit facility plus Available Cash (as defined thereunder) is equal or greater than $150 million and the conditions to borrowing thereunder are met
Amount outstanding under revolving credit facility				0		0	138,000,000	95,000,000		0	0
Accounts Receivable Securitization Facility																					83,000,000	72,000,000				450,000,000
Non revolving credit facilities had unused availability																											1,500,000,000	231,000,000
Unused availability in first facility																											1,100,000,000
Unused availability in second facility																											400,000,000
Borrowings outstanding for first facility																												194,000,000	99,000,000
Borrowings outstanding for second facility																												135,000,000	54,000,000
Restricted cash related to funds obtained under credit facilities																												$ 33,000,000	$ 8,000,000
Debt Instrument, Collateral																					The receivables sold under this program also serve as collateral for the facility.		Our obligations under the facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries. Our obligations under the facility and our subsidiaries’ obligations under the related guarantees are secured by first priority security interests in a variety of collateral.		Our obligations under this facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries and are secured by second priority security interests in the same collateral securing the $1.5 billion first lien revolving credit facility.	Utilization under this facility is based on current available receivable balances.

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Fair Value Measurements (Details) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Dec. 31, 2010
Fixed Rate Debt:
Fixed Rate debt - Carrying amount	$ 2,873	$ 2,691
Fixed Rate debt - Fair value	3,018	2,791
Variable Rate Debt:
Variable Rate debt - Carrying amount	2,151	1,798
Variable Rate debt - Fair value	2,085	1,770
Fair Value Measurements (Textuals) [Abstract]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings, Description	Realized and unrealized gains and losses related to the embedded currency derivatives are included in Other Expense
Fair Value, Foreign Currency Contracts, Valuation Techniques	The valuation of the embedded currency derivatives is based on an extrapolation of forward rates to the assumed expiration of the leases
Total Carrying Value in the Consolidated Balance Sheet [Member]
Assets:
Investments	44	38
Foreign Exchange Contracts	13	26
Total Assets at Fair Value	57	64
Liabilities:
Foreign Exchange Contracts	23	17
Total Liabilities at Fair Value	23	17
Quoted Prices in Active Markets for Identical Assets/Liabilities, Level 1 [Member]
Assets:
Investments	44	38
Foreign Exchange Contracts	0	0
Total Assets at Fair Value	44	38
Liabilities:
Foreign Exchange Contracts	0	0
Total Liabilities at Fair Value	0	0
Significant Other Observable Inputs, Level 2 [Member]
Assets:
Investments	0	0
Foreign Exchange Contracts	11	25
Total Assets at Fair Value	11	25
Liabilities:
Foreign Exchange Contracts	23	17
Total Liabilities at Fair Value	23	17
Significant Unobservable Inputs, Level 3 [Member]
Assets:
Investments	0	0
Foreign Exchange Contracts	2	1
Total Assets at Fair Value	2	1
Liabilities:
Foreign Exchange Contracts	0	0
Total Liabilities at Fair Value	$ 0	$ 0

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Pension Savings And Other Postretirement Benefit Plans (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Pension curtailments/settlements/termination benefits	$ 11		$ 11
Pension Savings and Other Postretirement Benefit Plans (Textuals) [Abstract]
Pension curtailments/settlements/termination benefits	11		11
Expected Current Year Contributions To Funded Pension Plans, Minimum			250
Expected Current Year Contributions To Funded Pension Plans, Maximum			300
Contributions to defined savings plans	25	21	51	46
Postretirement benefit cost (credit)	2	9	5	11
Adjustment for participant data related to prior periods included in Postretirement benefit cost (credit)		7
U.S. [Member]
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost- benefits earned during the period	10	10	21	20
Interest cost on projected benefit obligation	70	73	141	148
Expected return on plan assets	(76)	(70)	(153)	(140)
Amortization of prior service cost	6	7	12	15
Amortization of net losses	33	33	67	66
Net periodic pension cost	43	53	88	109
Pension curtailments/settlements/termination benefits	11		11
Net periodic pension cost	54	53	99	109
Pension Savings and Other Postretirement Benefit Plans (Textuals) [Abstract]
Pension curtailments/settlements/termination benefits	11		11
Contributions to pension plans	51		51
Non U.S. [Member]
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost- benefits earned during the period	8	6	16	13
Interest cost on projected benefit obligation	38	35	76	72
Expected return on plan assets	(33)	(30)	(66)	(62)
Amortization of prior service cost	1	1	1	1
Amortization of net losses	9	8	19	17
Net periodic pension cost	23	20	46	41
Pension curtailments/settlements/termination benefits	1			1
Net periodic pension cost	24	20	46	42
Pension Savings and Other Postretirement Benefit Plans (Textuals) [Abstract]
Pension curtailments/settlements/termination benefits	1			1
Contributions to pension plans	$ 10		$ 18

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Stock Compensation Plans (Details)	6 Months Ended
	Jun. 30, 2011
Share based compensation arrangement by share based payment award fair value assumptions and methodology
Expected term (years)	6.25
Interest rate	2.45%
Volatility	48.50%
Dividend yield	0.00%

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Stock Compensation Plans (Details) (Textual) (USD $) In Millions, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Stock Compensation Plans (Textuals) [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 13.97		$ 13.97
Weighted average fair value per share for the stock, other than option			$ 15.58
Weighted average fair value per share for the stock options			$ 6.95
Stock-based compensation expense recognized	$ 6	$ 4	$ 12	$ 7
Unearned compensation cost related to the unvested portion of all stock-based awards	$ 31		$ 31
Performance Plan 2008 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted			1.5
Granted, other than options			0.1

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Commitments and Contingent Liabilities (Details) (Asbestos Related Product Liability [Member], USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2011	Dec. 31, 2010
Asbestos Related Product Liability [Member]
Number of claims filed
Pending claims, beginning of period	83,700	90,200
New claims filed	1,000	1,700
Claims settled/dismissed	(2,000)	(8,200)
Pending claims, end of period	82,700	83,700
Payments	$ 9	$ 26

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Commitments and Contingent Liabilities (Details Textual) (USD $)	6 Months Ended
	Jun. 30, 2011	Dec. 31, 2010
Commitments and Contingent Liabilities (Textuals) [Abstract]
Anticipated costs related to various environmental matters	$ 47,000,000	$ 44,000,000
Anticipated costs for environmental matters included in other current liabilities	11,000,000	12,000,000
Anticipated costs related to workers' compensation	307,000,000	291,000,000
Anticipated costs related to workers' compensation, current	70,000,000	71,000,000
Off-balance sheet financial guarantees written and other commitments	133,000,000	26,000,000
Collateral	We also generally do not require collateral in connection with the issuance of these guarantees
Triggering event	Non-payment or another specified event.
Recourse	Recourse to the assets of the affiliate, lessor or customer.
Expiration of guarantees	expire at various times through 2023
Unrecorded Unconditional Purchase Obligation	2,400,000,000
Accrual for Environmental Loss Contingencies, Significant Assumptions	The amount of our ultimate liability in respect of these matters may be affected by several uncertainties, primarily the ultimate cost of required remediation and the extent to which other responsible parties contribute
General Product Liability [Member]
Commitments and Contingent Liabilities (Additional) (Textuals) [Abstract]
Cost for potential product liability and other tort claims including related legal fees expected to be incurred	303,000,000	328,000,000
Cost For Product Liability Contingency And Asbestos Related Product Liability Claims Including Related Legal Fees Expected To Be Incurred Current	50,000,000	91,000,000
Aggregate limits of excess insurance policies	14,000,000
Asbestos Related Product Liability [Member]
Commitments and Contingent Liabilities (Additional) (Textuals) [Abstract]
Cost for potential product liability and other tort claims including related legal fees expected to be incurred	128,000,000	126,000,000
Loss Contingency, Related Receivable Carrying Value	68,000,000	67,000,000
Loss Contingency, Related Receivable Carrying Value, Current	9,000,000	8,000,000
Asbestos Claims Settled and Dismissed, to date	92,700
Aggregate limits of excess insurance policies	170,000,000
Estimated increase in gross liabilities, net of estimate for probable insurance recoveries	10,000,000
Sum of accrued asbestos related liability and gross payments including legal costs to date	$ 374,000,000	$ 365,000,000
Percentage of asbestos claim related losses recoverable through insurance	50.00%
Commitments and Contingent Liabilities (Textuals) [Abstract]
Percentage of asbestos claim related losses recoverable through insurance	50.00%

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Mandatory Convertible Preferred Stock (Details) (USD $) In Millions, except Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2011	Apr. 01, 2014	Mar. 31, 2011	Dec. 31, 2010
Mandatory Convertible Preferred Stock additional (Textuals) [Abstract]
Convertible preferred stock, shares issued upon conversion		2.7454
Mandatory Convertible Preferred Stock (Textuals) [Abstract]
Mandatory convertible preferred stock, outstanding	10,000,000		10,000,000	0
Mandatory convertible preferred stock, at a price			$ 50.00
Proceeds from mandatory convertible preferred stock	$ 500			$ 0
Mandatory convertible preferred stock, dividends on each share	5.875%
Mandatory convertible preferred stock, liquidation preference	$ 50		$ 50.00
Preferred stock, dividend payment terms	Dividends will accrue and accumulate from the date of issuance and, to the extent that we are legally permitted to pay a dividend and the board of directors declares a dividend payable, we will pay dividends in cash on January 1, April 1, July 1 and October 1 of each year, commencing on July 1, 2011 and ending on April 1, 2014
Convertible preferred stock, terms of conversion	Unless converted earlier, each share of the mandatory convertible preferred stock will automatically convert on April 1, 2014 into between 2.7454 and 3.4317  shares of common stock, depending on the market value of our common stock for the 20 consecutive trading day period ending on the third trading day prior to April 1, 2014, subject to customary anti-dilution adjustments. At any time prior to April 1, 2014, holders may elect to convert shares of the mandatory convertible preferred stock at the minimum conversion rate of 2.7454 shares  of common stock, subject to customary anti-dilution adjustments. If certain fundamental changes involving the Company occur, holders of the mandatory convertible preferred stock may convert their shares into a number of shares of common stock at the fundamental change conversion rate described in our Amended Articles of Incorporation. If the Company at any time has not paid the equivalent of six full quarterly dividends on the mandatory convertible preferred stock, the Company may, at its option, cause all, but not less than all, outstanding shares of the mandatory convertible preferred stock to be automatically converted into a number of shares of our common stock based on the fundamental change conversion rate.
Preferred stock, voting rights	Except as required by law or as specifically set forth in our Amended Articles of Incorporation, the holders of the mandatory convertible preferred stock have no voting rights
Preferred stock, dividend preference or restrictions	So long as any of the mandatory convertible preferred stock is outstanding, no dividend, except a dividend payable in shares of our common stock, or other shares ranking junior to the mandatory convertible preferred stock, may be paid or declared or any distribution be made on shares of the common stock unless all accrued and unpaid dividends on the then outstanding mandatory convertible preferred stock payable on all dividend payment dates occurring on or prior to the date of such action have been declared and paid or funds sufficient therefor set apart
Dividends payable, date declared, day, month and year	Jun. 03, 2011
Dividends payable, amount per share	$ 0.7425
Dividends payable, amount	$ 7
Dividends payable, date to be paid, day, month and year	Jul. 01, 2011
Dividends payable, date of record, day, month and year	Jun. 15, 2011
Mandatory Convertible Preferred Stock Minimum Conversion Rate [Member]
Mandatory Convertible Preferred Stock additional (Textuals) [Abstract]
Convertible preferred stock, shares issued upon conversion		2.7454
Mandatory Convertible Preferred Stock Maximum Conversion Rate [Member]
Mandatory Convertible Preferred Stock additional (Textuals) [Abstract]
Convertible preferred stock, shares issued upon conversion		3.4317

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Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Other Comprehensive Income (Loss):
Tax on foreign currency translation	$ (1)	$ 1	$ 0	$ 1
Defined benefit plans:
Tax on amortization of prior service cost and unrecognized gains and losses included in total benefit cost	(1)	2	2	5
Tax on net actuarial losses	1	0	1	0
Tax on immediate recognition of prior service cost and unrecognized gains and losses due to curtailments and settlements	1	0	1	0
Tax on deferred derivative loss	0	0	0	0
Tax on reclassification adjustment for amounts recognized in income	0	0	0	0
Tax on unrealized investment gains	$ 0	$ 0	$ 0	$ 0

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Changes in Shareholders' Equity (Details) (USD $) In Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2011	Jun. 30, 2010
Changes in shareholders' equity
Beginning Balance		$ 921	$ 986
Other Comprehensive Income (Loss):
Net Income (loss)		169	(6)
Foreign currency translation (net of tax of $0 in 2011 and $1 in 2010)		104	(162)
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost (net of tax of $2 in 2011 and $5 in 2010)		81	80
Decrease (increase) in net actuarial losses (net of tax of $1 in 2011 and $0 in 2010)		3	(13)
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures (net of tax of $1 in 2011 and $0 in 2010)		13	1
Deferred derivative loss (net of tax of $0 in 2011 and $0 in 2010)		(11)
Reclassification adjustment for amounts recognized in income (net of tax of $0 in 2011 and $0 in 2010)		2
Unrealized investment gains (net of tax of $0 in 2011 and $0 in 2010)		5	1
Other comprehensive income (loss)		197	(93)
Total comprehensive income (loss)		366	(99)
Dividends declared to minority shareholders		(19)	(2)
Stock-based compensation plans (Note 11)		6	10
Preferred stock issued, net of expenses		484
Preferred stock dividends declared	(7)	(7)
Common stock issued from treasury		7	1
Other		1	0
Ending Balance	1,759	1,759	896
Changes in Shareholders' Equity (Textuals) [Abstract]
Tax on foreign currency translation		0	1
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, Tax		2	5
Tax on net actuarial losses		1	0
Tax on immediate recognition of prior service cost and unrecognized gains and losses due to curtailments and settlements		1	0
Tax on unrealized investment gains		0	0
Tax on deferred derivative loss		0	0
Goodyear Shareholders' Equity [Member]
Changes in shareholders' equity
Beginning Balance		644	735
Other Comprehensive Income (Loss):
Net Income (loss)		150	(19)
Foreign currency translation (net of tax of $0 in 2011 and $1 in 2010)		98	(149)
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost (net of tax of $2 in 2011 and $5 in 2010)		81	80
Decrease (increase) in net actuarial losses (net of tax of $1 in 2011 and $0 in 2010)		3	(13)
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures (net of tax of $1 in 2011 and $0 in 2010)		13	1
Deferred derivative loss (net of tax of $0 in 2011 and $0 in 2010)		(11)
Reclassification adjustment for amounts recognized in income (net of tax of $0 in 2011 and $0 in 2010)		2
Unrealized investment gains (net of tax of $0 in 2011 and $0 in 2010)		5	1
Other comprehensive income (loss)		191	(80)
Total comprehensive income (loss)		341	(99)
Stock-based compensation plans (Note 11)		6	10
Preferred stock issued, net of expenses		484
Preferred stock dividends declared		(7)
Common stock issued from treasury		7	1
Other			0
Ending Balance	1,475	1,475	647
Changes in Shareholders' Equity (Textuals) [Abstract]
Tax on foreign currency translation		0	1
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, Tax		2	5
Tax on net actuarial losses		1	0
Tax on immediate recognition of prior service cost and unrecognized gains and losses due to curtailments and settlements		1	0
Tax on unrealized investment gains		0	0
Tax on deferred derivative loss		0	0
Minority Shareholders' Equity - Nonredeemable [Member]
Changes in shareholders' equity
Beginning Balance		277	251
Other Comprehensive Income (Loss):
Net Income (loss)		19	13
Foreign currency translation (net of tax of $0 in 2011 and $1 in 2010)		6	(13)
Other comprehensive income (loss)		6	(13)
Total comprehensive income (loss)		25
Dividends declared to minority shareholders		(19)	(2)
Other		1	0
Ending Balance	284	284	249
Changes in Shareholders' Equity (Textuals) [Abstract]
Tax on foreign currency translation		0	1
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, Tax		2	5
Tax on net actuarial losses		1	0
Tax on immediate recognition of prior service cost and unrecognized gains and losses due to curtailments and settlements		1	0
Tax on unrealized investment gains		0	0
Tax on deferred derivative loss		$ 0	$ 0

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Changes in Shareholders' Equity (Details 1) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Changes in Minority Equity presented outside of Shareholders' Equity
Balance at beginning of period	$ 628	$ 573	$ 584	$ 593
Comprehensive income (loss):
Net income (loss)	1	5	11	21
Foreign currency translation, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)	8	(52)	43	(89)
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $0 and $0 in 2011 ($0 and $0 in 2010)	1	1	2	2
Decrease in net actuarial losses, net of tax of $ 0 and $ 0 in 2011 ($0 and $0 in 2010)	1	0	1
Other Comprehensive Income Unrealized Gain Loss On Derivatives Arising During Period Attributable To Redeemable Noncontrolling Interest Net Of Tax	(1)		(3)
Total comprehensive income (loss)	10	(46)	54	(66)
Balance at end of period	638	527	638	527
Changes in Minority Equity presented outside of Shareholders' Equity (Textuals) [Abstract]
Tax on foreign currency translation	0	0	0	0
Tax on net actuarial losses	0	0	0	0
Tax on amortization of prior service cost and unrecognized gains and losses included in benefit cost	0	0	0	0
Tax on deferred derivative loss	$ 0	$ 0	$ 0	$ 0

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Consolidating Financial Information (Details) (USD $) In Millions	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2009
Current Assets:
Cash and Cash Equivalents	$ 1,804		$ 2,005	$ 1,683		$ 1,922
Accounts Receivable	3,539		2,736
Accounts Receivable From Affiliates	0		0
Inventories	4,032		2,977
Prepaid Expenses and Other Current Assets	401		327
Total Current Assets	9,776		8,045
Goodwill	720		683
Intangible Assets	161		161
Deferred Income Taxes	48		58
Other Assets	489		518
Investments in Subsidiaries	0		0
Property, Plant and Equipment	6,448		6,165
Total Assets	17,642		15,630
Current Liabilities:
Accounts Payable-Trade	3,515		3,107
Accounts Payable to Affiliates	0		0
Compensation and Benefits	789		756
Other Current Liabilities	1,097		1,018
Notes Payable and Overdrafts	261		238
Long Term Debt and Capital Leases due Within One Year (Note 8)	257		188
Total Current Liabilities	5,919		5,307
Total long term debt excluding debt due within one year	4,786		4,319
Compensation and Benefits	3,384		3,415
Deferred and Other Noncurrent Income Taxes	269		242
Other Long Term Liabilities	887		842
Total Liabilities	15,245		14,125
Commitments and Contingent Liabilities
Minority Shareholder's Equity	638	628	584	527	573	593
Goodyear Shareholders' Equity:
Preferred Stock	500		0
Common Stock	244		243
Capital Surplus	2,801		2,805
Retained Earnings	1,009		866
Accumulated Other Comprehensive Loss	(3,079)		(3,270)
Goodyear Shareholders' Equity	1,475		644
Minority Shareholders' Equity - Nonredeemable	284		277
Total Shareholders' Equity	1,759		921	896		986
Total Liabilities and Shareholders' Equity	17,642		15,630
Parent Company [Member]
Current Assets:
Cash and Cash Equivalents	569		792	615		802
Accounts Receivable	1,008		875
Accounts Receivable From Affiliates	0		0
Inventories	1,700		1,259
Prepaid Expenses and Other Current Assets	71		58
Total Current Assets	3,348		2,984
Goodwill	0		0
Intangible Assets	109		109
Deferred Income Taxes	0		0
Other Assets	233		241
Investments in Subsidiaries	4,075		3,879
Property, Plant and Equipment	2,089		2,177
Total Assets	9,854		9,390
Current Liabilities:
Accounts Payable-Trade	875		814
Accounts Payable to Affiliates	606		631
Compensation and Benefits	396		411
Other Current Liabilities	349		369
Notes Payable and Overdrafts	0		0
Long Term Debt and Capital Leases due Within One Year (Note 8)	1		1
Total Current Liabilities	2,227		2,226
Total long term debt excluding debt due within one year	3,243		3,573
Compensation and Benefits	2,232		2,296
Deferred and Other Noncurrent Income Taxes	31		31
Other Long Term Liabilities	646		620
Total Liabilities	8,379		8,746
Commitments and Contingent Liabilities
Minority Shareholder's Equity	0		0
Goodyear Shareholders' Equity:
Preferred Stock	500		0
Common Stock	244		243
Capital Surplus	2,801		2,805
Retained Earnings	1,009		866
Accumulated Other Comprehensive Loss	(3,079)		(3,270)
Goodyear Shareholders' Equity	1,475		644
Minority Shareholders' Equity - Nonredeemable	0		0
Total Shareholders' Equity	1,475		644
Total Liabilities and Shareholders' Equity	9,854		9,390
Guarantor Subsidiaries [Member]
Current Assets:
Cash and Cash Equivalents	39		38	27		17
Accounts Receivable	239		219
Accounts Receivable From Affiliates	492		434
Inventories	214		185
Prepaid Expenses and Other Current Assets	5		5
Total Current Assets	989		881
Goodwill	24		24
Intangible Assets	1		1
Deferred Income Taxes	1		1
Other Assets	49		48
Investments in Subsidiaries	341		313
Property, Plant and Equipment	172		172
Total Assets	1,577		1,440
Current Liabilities:
Accounts Payable-Trade	194		140
Accounts Payable to Affiliates	0		0
Compensation and Benefits	34		34
Other Current Liabilities	38		33
Notes Payable and Overdrafts	0		0
Long Term Debt and Capital Leases due Within One Year (Note 8)	0		0
Total Current Liabilities	266		207
Total long term debt excluding debt due within one year	0		0
Compensation and Benefits	204		209
Deferred and Other Noncurrent Income Taxes	3		3
Other Long Term Liabilities	34		32
Total Liabilities	507		451
Commitments and Contingent Liabilities
Minority Shareholder's Equity	0		0
Goodyear Shareholders' Equity:
Preferred Stock	0		0
Common Stock	333		333
Capital Surplus	35		35
Retained Earnings	1,168		1,098
Accumulated Other Comprehensive Loss	(466)		(477)
Goodyear Shareholders' Equity	1,070		989
Minority Shareholders' Equity - Nonredeemable	0		0
Total Shareholders' Equity	1,070		989
Total Liabilities and Shareholders' Equity	1,577		1,440
Non-Guarantor Subsidiaries [Member]
Current Assets:
Cash and Cash Equivalents	1,196		1,175	1,041		1,103
Accounts Receivable	2,292		1,642
Accounts Receivable From Affiliates	114		197
Inventories	2,222		1,610
Prepaid Expenses and Other Current Assets	311		257
Total Current Assets	6,135		4,881
Goodwill	505		476
Intangible Assets	51		51
Deferred Income Taxes	48		58
Other Assets	207		229
Investments in Subsidiaries	4,324		4,324
Property, Plant and Equipment	4,157		3,787
Total Assets	15,427		13,806
Current Liabilities:
Accounts Payable-Trade	2,446		2,153
Accounts Payable to Affiliates	0		0
Compensation and Benefits	359		311
Other Current Liabilities	714		618
Notes Payable and Overdrafts	261		238
Long Term Debt and Capital Leases due Within One Year (Note 8)	256		187
Total Current Liabilities	4,036		3,507
Total long term debt excluding debt due within one year	1,543		746
Compensation and Benefits	948		910
Deferred and Other Noncurrent Income Taxes	229		202
Other Long Term Liabilities	207		190
Total Liabilities	6,963		5,555
Commitments and Contingent Liabilities
Minority Shareholder's Equity	411		374
Goodyear Shareholders' Equity:
Preferred Stock	0		0
Common Stock	5,022		5,021
Capital Surplus	1,025		1,025
Retained Earnings	2,761		2,698
Accumulated Other Comprehensive Loss	(1,039)		(1,144)
Goodyear Shareholders' Equity	7,769		7,600
Minority Shareholders' Equity - Nonredeemable	284		277
Total Shareholders' Equity	8,053		7,877
Total Liabilities and Shareholders' Equity	15,427		13,806
Consolidating Entries and Eliminations [Member]
Current Assets:
Cash and Cash Equivalents	0		0
Accounts Receivable	0		0
Accounts Receivable From Affiliates	(606)		(631)
Inventories	(104)		(77)
Prepaid Expenses and Other Current Assets	14		7
Total Current Assets	(696)		(701)
Goodwill	191		183
Intangible Assets	0		0
Deferred Income Taxes	(1)		(1)
Other Assets	0		0
Investments in Subsidiaries	(8,740)		(8,516)
Property, Plant and Equipment	30		29
Total Assets	(9,216)		(9,006)
Current Liabilities:
Accounts Payable-Trade	0		0
Accounts Payable to Affiliates	(606)		(631)
Compensation and Benefits	0		0
Other Current Liabilities	(4)		(2)
Notes Payable and Overdrafts	0		0
Long Term Debt and Capital Leases due Within One Year (Note 8)	0		0
Total Current Liabilities	(610)		(633)
Total long term debt excluding debt due within one year	0		0
Compensation and Benefits	0		0
Deferred and Other Noncurrent Income Taxes	6		6
Other Long Term Liabilities	0		0
Total Liabilities	(604)		(627)
Commitments and Contingent Liabilities
Minority Shareholder's Equity	227		210
Goodyear Shareholders' Equity:
Preferred Stock	0		0
Common Stock	(5,355)		(5,354)
Capital Surplus	(1,060)		(1,060)
Retained Earnings	(3,929)		(3,796)
Accumulated Other Comprehensive Loss	1,505		1,621
Goodyear Shareholders' Equity	(8,839)		(8,589)
Minority Shareholders' Equity - Nonredeemable	0		0
Total Shareholders' Equity	(8,839)		(8,589)
Total Liabilities and Shareholders' Equity	$ (9,216)		$ (9,006)

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Consolidating Financial Information (Details 1) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Consolidating Statement of Operations
NET SALES	$ 5,620	$ 4,528	$ 11,022	$ 8,798
Cost of Goods Sold	4,572	3,686	9,033	7,142
Selling, Administrative and General Expense	753	670	1,421	1,275
Rationalizations (Note 2)	46	6	55	8
Interest Expense	81	77	155	151
Other Expense (Note 3)	48	7	52	111
Income before Income Taxes and Equity in Earnings of Subsidiaries	120	82	306	111
United States and Foreign Taxes	64	43	126	96
Net Income	56	39	180	15
Less: Minority Shareholders' Net Income	9	11	30	34
Goodyear Net Income (Loss)	47	28	150	(19)
Less: Preferred Stock Dividends	7		7
Goodyear net income (loss) available to common shareholders	40	28	143	(19)
Parent Company [Member]
Consolidating Statement of Operations
NET SALES	2,255	1,881	4,394	3,585
Cost of Goods Sold	1,988	1,686	3,923	3,225
Selling, Administrative and General Expense	248	250	464	461
Rationalizations (Note 2)	33	(2)	37
Interest Expense	63	64	127	127
Other Expense (Note 3)	(30)	(30)	(94)	(43)
Income before Income Taxes and Equity in Earnings of Subsidiaries	(47)	(87)	(63)	(185)
United States and Foreign Taxes	2	(2)	(1)	(2)
Equity in Earnings of Subsidiaries	96	113	212	164
Net Income	47	28	150	(19)
Goodyear Net Income (Loss)	47	28	150	(19)
Less: Preferred Stock Dividends	7		7
Goodyear net income (loss) available to common shareholders	40		143
Guarantor Subsidiaries [Member]
Consolidating Statement of Operations
NET SALES	705	594	1,366	1,092
Cost of Goods Sold	618	533	1,212	977
Selling, Administrative and General Expense	45	47	89	91
Rationalizations (Note 2)	1	1	3	5
Interest Expense	5	4	10	8
Other Expense (Note 3)	(9)	(9)	(12)	(11)
Income before Income Taxes and Equity in Earnings of Subsidiaries	45	18	64	22
United States and Foreign Taxes	4	6	8	7
Equity in Earnings of Subsidiaries	4	7	14	18
Net Income	45	19	70	33
Goodyear Net Income (Loss)	45	19	70	33
Goodyear net income (loss) available to common shareholders	45		70
Non-Guarantor Subsidiaries [Member]
Consolidating Statement of Operations
NET SALES	6,512	4,772	12,793	9,416
Cost of Goods Sold	5,872	4,218	11,519	8,280
Selling, Administrative and General Expense	462	374	872	726
Rationalizations (Note 2)	12	7	15	3
Interest Expense	55	35	95	69
Other Expense (Note 3)	(20)	(8)	(39)	66
Income before Income Taxes and Equity in Earnings of Subsidiaries	131	146	331	272
United States and Foreign Taxes	60	40	124	92
Net Income	71	106	207	180
Less: Minority Shareholders' Net Income	9	11	30	34
Goodyear Net Income (Loss)	62	95	177	146
Goodyear net income (loss) available to common shareholders	62		177
Consolidating Entries and Eliminations [Member]
Consolidating Statement of Operations
NET SALES	(3,852)	(2,719)	(7,531)	(5,295)
Cost of Goods Sold	(3,906)	(2,751)	(7,621)	(5,340)
Selling, Administrative and General Expense	(2)	(1)	(4)	(3)
Interest Expense	(42)	(26)	(77)	(53)
Other Expense (Note 3)	107	54	197	99
Income before Income Taxes and Equity in Earnings of Subsidiaries	(9)	5	(26)	2
United States and Foreign Taxes	(2)	(1)	(5)	(1)
Equity in Earnings of Subsidiaries	(100)	(120)	(226)	(182)
Net Income	(107)	(114)	(247)	(179)
Goodyear Net Income (Loss)	(107)	(114)	(247)	(179)
Goodyear net income (loss) available to common shareholders	$ (107)		$ (247)

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Consolidating Financial Information (Details 2) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash Flows from Operating Activities:
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES	$ (669)	$ 183
Cash Flows from Investing Activities:
Capital expenditures	(532)	(358)
Asset dispositions	100	18
Capital Contributions	0
Increase in restricted cash (Note 8)	(51)	(37)
Return of investment in The Reserve Primary Fund		24
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES	(483)	(353)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred	64	28
Short term debt and overdrafts paid	(54)	(49)
Long term debt incurred	1,890	251
Long term debt paid	(1,432)	(64)
Proceeds from issuance of preferred stock	485
Common stock issued	7	1
Capital contributions	0
Dividends paid to minority shareholders	(14)	(2)
Debt related costs and other transactions	(19)
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES	927	165
Effect of exchange rate changes on cash and cash equivalents	24	(234)
Net Change in Cash and Cash Equivalents	(201)	(239)
Cash and Cash Equivalents at Beginning of the Period	2,005	1,922
Cash and Cash Equivalents at End of the Period	1,804	1,683
Parent Company [Member]
Cash Flows from Operating Activities:
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES	(337)	(69)
Cash Flows from Investing Activities:
Capital expenditures	(118)	(141)
Asset dispositions	98
Return of investment in The Reserve Primary Fund		24
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES	(20)	(117)
Cash Flows from Financing Activities:
Short term debt and overdrafts paid	(6)	(1)
Long term debt paid	(350)	(1)
Proceeds from issuance of preferred stock	485
Common stock issued	7	1
Capital contributions	0
Debt related costs and other transactions	(2)
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES	134	(1)
Net Change in Cash and Cash Equivalents	(223)	(187)
Cash and Cash Equivalents at Beginning of the Period	792	802
Cash and Cash Equivalents at End of the Period	569	615
Guarantor Subsidiaries [Member]
Cash Flows from Operating Activities:
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES	15	19
Cash Flows from Investing Activities:
Capital expenditures	(13)	(10)
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES	(13)	(10)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred		1
Short term debt and overdrafts paid	(2)
Capital contributions	0
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES	(2)	1
Effect of exchange rate changes on cash and cash equivalents	1
Net Change in Cash and Cash Equivalents	1	10
Cash and Cash Equivalents at Beginning of the Period	38	17
Cash and Cash Equivalents at End of the Period	39	27
Non-Guarantor Subsidiaries [Member]
Cash Flows from Operating Activities:
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES	(233)	247
Cash Flows from Investing Activities:
Capital expenditures	(401)	(207)
Asset dispositions	2	18
Capital Contributions		(136)
Increase in restricted cash (Note 8)	(51)	(37)
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES	(450)	(362)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred	64	27
Short term debt and overdrafts paid	(46)	(48)
Long term debt incurred	1,890	251
Long term debt paid	(1,082)	(63)
Capital contributions	0	136
Intercompany dividend paid	(114)	(14)
Dividends paid to minority shareholders	(14)	(2)
Debt related costs and other transactions	(17)
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES	681	287
Effect of exchange rate changes on cash and cash equivalents	23	(234)
Net Change in Cash and Cash Equivalents	21	(62)
Cash and Cash Equivalents at Beginning of the Period	1,175	1,103
Cash and Cash Equivalents at End of the Period	1,196	1,041
Consolidating Entries and Eliminations [Member]
Cash Flows from Operating Activities:
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES	(114)	(14)
Cash Flows from Investing Activities:
Capital Contributions		136
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES		136
Cash Flows from Financing Activities:
Capital contributions	0	(136)
Intercompany dividend paid	114	14
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES	114	(122)
Cash and Cash Equivalents at Beginning of the Period	0
Cash and Cash Equivalents at End of the Period	$ 0

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Consolidating Financial Information (Details Textuals) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2011
Consolidating Financial Information (Textuals) [Abstract]
Percentage of ownership over guarantor subsidiaries	100.00%
Guarantee of senior notes	The notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary.
Consolidating Financial Information Restrictions on Remittance of Funds	Certain non-guarantor subsidiaries of the Parent Company are restricted from remitting funds to it by means of dividends, advances or loans due to required foreign government and/or currency exchange board approvals or restrictions in credit agreements or other debt instruments of those subsidiaries.
10.5% senior notes [Member]
Additional Consolidating Financial Information (Textuals) [Abstract]
Principal amount of senior notes	$ 650
Interest on Notes	10.50%
Maturity of senior notes	2016
8.25% senior notes [Member]
Additional Consolidating Financial Information (Textuals) [Abstract]
Principal amount of senior notes	1,000
Interest on Notes	8.25%
Maturity of senior notes	2020
8.75% senior notes [Member]
Additional Consolidating Financial Information (Textuals) [Abstract]
Principal amount of senior notes	$ 282
Interest on Notes	8.75%
Maturity of senior notes	2020

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$ 180	$ 15
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	374	321
Amortization and write-off of debt issuance costs	24	10
Net rationalization charges (Note 2)	55	8
Net (gains) losses on asset sales (Note3)	(13)	(24)
Pension contributions and direct payments	(106)	(127)
Rationalization payments	(26)	(31)
Venezuela currency devaluation (Note 3)		110
Changes in operating assets and liabilities, net of asset acquisitions and dispositions:
Accounts receivable	(701)	(428)
Inventories	(960)	(592)
Accounts payable - trade	405	502
Compensation and benefits	166	213
Other current liabilities	(28)	67
Other assets and liabilities	(39)	139
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES	(669)	183
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(532)	(358)
Asset dispositions (Note 3)	100	18
Increase in restricted cash (Note 8)	(51)	(37)
Return of investment in The Reserve Primary Fund		24
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES	(483)	(353)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short term debt and overdrafts incurred	64	28
Short term debt and overdrafts paid	(54)	(49)
Long term debt incurred	1,890	251
Long term debt paid	(1,432)	(64)
Proceeds from issuance of preferred stock	485
Common stock issued	7	1
Dividends paid to minority shareholders	(14)	(2)
Debt related costs and other transactions	(19)
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES	927	165
Effect of exchange rate changes on cash and cash equivalents (Note 3)	24	(234)
Net Change in Cash and Cash Equivalents	(201)	(239)
Cash and Cash Equivalents at Beginning of the Period	2,005	1,922
Cash and Cash Equivalents at End of the Period	$ 1,804	$ 1,683

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Accounting Policies

6 Months Ended

Jun. 30, 2011

Accounting Policies [Abstract]

ACCOUNTING POLICIES

NOTE 1. ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by The Goodyear Tire & Rubber Company (the “Company,” “Goodyear,” “we,” “us” or “our”) in accordance with Securities and Exchange Commission rules and regulations and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”).

     We are a party to shareholder agreements concerning certain of our less-than-wholly-owned consolidated subsidiaries. Under the terms of certain of these agreements, the minority shareholders have the right to require us to purchase their ownership interests in the respective subsidiaries if there is a change in control of Goodyear or a bankruptcy of Goodyear. Accordingly, we have reported the minority equity in those subsidiaries outside of Shareholders’ Equity.

     Operating results for the three and six months ended June 30, 2011 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2011.

Recently Issued Accounting Standards

In May 2011 the Financial Accounting Standards Board (“FASB”) issued an accounting standards update with new guidance on fair value measurement and disclosure requirements. The standards update does not extend the use of fair value accounting beyond that currently required under U.S. GAAP, but instead provides guidance on the application of fair value accounting where it is already required or permitted by other standards. The standards update also requires additional disclosures related to transfers of financial instruments within the fair value hierarchy and quantitative and qualitative disclosures related to significant unobservable inputs. The standards update is effective for fiscal years beginning after December 15, 2011. We are currently assessing the impact of adopting this standard on our consolidated financial statements.

     In June 2011 the FASB issued an accounting standards update with new guidance on the presentation of other comprehensive income. The standards update eliminates the option of presenting other comprehensive income and its components in the statement of shareholders’ equity. The standards update now requires an entity to either present components of net income and other comprehensive income in one continuous statement or in two separate but consecutive statements. The standard will require us to change the presentation of other comprehensive income in our Form 10-K effective for fiscal years beginning after December 15, 2011.

Reclassifications

Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.

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Costs Associated with Rationalization Programs

6 Months Ended

Jun. 30, 2011

Costs Associated with Rationalization Programs [Abstract]

COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS

NOTE 2. COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS

In order to maintain our global competitiveness, we have implemented rationalization actions over the past several years to reduce high-cost manufacturing capacity and to reduce associate headcount. The net rationalization charges included in Income before Income Taxes are as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
(In millions)	2011		2010			2011			2010
New charges	$	46	$	17		$	57		$	27
Reversals		—		(11	)		(2	)		(19	)
	$	46	$	6		$	55		$	8

     The following table shows the roll-forward of our liability between periods:

	Associate-			Other
(In millions)	Related Costs			Costs			Total
Balance at December 31, 2010	$	212		$	18		$	230
2011 Charges		41			16			57
Incurred		(10	)		(18	)		(28	)
Reversed to the statement of operations		(1	)		(1	)		(2	)
Foreign currency translation		10			1			11
Balance at June 30, 2011	$	252		$	16		$	268

During the second quarter of 2011, net rationalization charges of $46 million were recorded. New charges of $46 million were comprised of $11 million for plans initiated in 2011, consisting of $10 million of associate severance costs and $1 million for other exit and non-cancelable lease costs, and $35 million for plans initiated primarily in 2010, consisting of $29 million of associate severance costs and $6 million of other exit and non-cancelable lease costs, mainly due to the July 2011 closure of our Union City, Tennessee manufacturing facility. Substantially all of the new charges relate to future cash outflows.

     During the first six months of 2011, net rationalization charges of $55 million were recorded. New charges of $57 million were comprised of $12 million for plans initiated in 2011, consisting of $11 million of associate severance costs and $1 million for other exit and non-cancelable lease costs, and $45 million for plans initiated primarily in 2010, consisting of $30 million of associate severance costs and $15 million of other exit and non-cancelable lease costs, mainly due to the July 2011 closure of our Union City, Tennessee manufacturing facility. Substantially all of the new charges relate to future cash outflows. The net charges in the first six months of 2011 also included the reversal of $2 million of charges for actions no longer needed for their originally intended purposes. Approximately 500 associates will be released under 2011 plans.

     In the first six months of 2011, $10 million was incurred for associate severance payments and $18 million was incurred for non-cancellable lease and other exit costs.

     The accrual balance of $268 million at June 30, 2011 consists of $252 million for associate severance costs that are expected to be substantially utilized within the next 12 months and $16 million primarily for long term non-cancelable lease and other exit costs. At June 30, 2011, $112 million and $118 million, respectively, of the accrual balance relates to plans associated with the closure of our Union City, Tennessee manufacturing facility and the announced discontinuation of consumer tire production at one of our facilities in Amiens, France.

     Asset write-offs and accelerated depreciation charges of $25 million and $34 million were recorded in cost of goods sold (“CGS”) in the three and six months ended June 30, 2011, respectively, and were related primarily to property and equipment in our Union City, Tennessee manufacturing facility.

     In the second quarter of 2010, net rationalization charges of $6 million were recorded. New charges of $17 million were comprised of $6 million for plans initiated in 2010 for associate severance costs and $11 million for plans initiated primarily in 2009, consisting of $2 million for associate severance costs and $9 million for other exit and non-cancelable lease costs. Substantially all of these charges related to future cash outflows. The net charges in the second quarter of 2010 also included the reversal of $11 million of charges for actions no longer needed for their originally intended purposes.

     For the first six months of 2010, net rationalization charges of $8 million were recorded. New charges of $27 million were comprised of $10 million for plans initiated in 2010, consisting of $8 million for associate severance and pension costs and $2 million for other exit and non-cancelable lease costs, and $17 million for plans initiated primarily in 2009, consisting of $3 million for associate severance costs and $14 million for other exit and non-cancelable lease costs. Substantially all of these charges related to future cash outflows. The net charges in the first six months of 2010 also included the reversal of $19 million of charges for actions no longer needed for their originally intended purposes.

     Asset write-offs and accelerated depreciation charges of $6 million and $9 million were recorded in CGS in the three and six months ended June 30, 2010, respectively, and were related primarily to the closure of our Taiwan facility.

     Less than 100 associates were released under programs initiated in 2011 and 400 associates were released under programs initiated in 2010 as of June 30, 2011.