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 September 30, 2002

Commission File Number: 1-1927

THE GOODYEAR TIRE & RUBBER COMPANY
(Exact name of Registrant as specified in its charter)

OHIO	34-0253240
(State or Other Jurisdiction of Incorporation or Organization)	(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, and (2) has been subject to such filing requirements for the past 90 days.

    Yes ü                                                                                                                              No____

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 September 30, 2002:	175,307,433

TABLE OF CONTENTS

CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
CONSOLIDATED BALANCE SHEET
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS (Unaudited)
	NOTE 1. ACCOUNTING POLICIES
	NOTE 2. RATIONALIZATIONS
	NOTE 3. OTHER (INCOME) AND EXPENSE
	NOTE 4. PER SHARE OF COMMON STOCK
	NOTE 5. NONCASH INVESTING AND FINANCING ACTIVITIES
	NOTE 6. ACCOUNTS RECEIVABLE
	NOTE 7. GOODWILL AND INTANGIBLE ASSETS
	NOTE 8. INCOME TAXES
	NOTE 9. COMMITMENTS AND CONTINGENT LIABILITIES
	NOTE 10. ADJUSTMENTS
	NOTE 11. RECLASSIFICATION
SEGMENT INFORMATION
	NOTE 12. BUSINESS SEGMENTS
	NOTE 13. NON-CONSOLIDATED OPERATIONS — SOUTH PACIFIC TYRES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
S I G N A T U R E S
INDEX OF EXHIBITS
EX-4.1 5 Year Revolving Credit Agreement
EX-4.2 364-Day Revolving Credit Agreement
EX-4.3 Second Amendment
EX-10.1 Hourly and Salaried Stock Option Plan
EX-12 Comput. of Ratio of Earnings:Fixed Charges

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
Unaudited

	Three Months Ended						Nine Months Ended
(In millions, except per share)	September 30,						September 30,
	2002			2001			2002			2001
NET SALES	$	3,529.6		$	3,677.9		$	10,319.6		$	10,674.6
Cost of Goods Sold		2,854.9			2,994.3			8,403.4			8,692.0
Selling, Administrative and General Expense		556.5			568.0			1,643.7			1,681.7
Rationalizations		12.0			—			12.0			79.0
Interest Expense		61.8			77.7			182.4			220.9
Other (Income) Expense		0.3			21.3			27.7			23.2
Foreign Currency Exchange		(26.0	)		(2.6	)		(18.8	)		(17.9	)
Equity in Earnings of Affiliates		2.0			4.8			8.0			14.0
Minority Interest in Net Income of Subsidiaries		11.7			3.1			41.2			19.6
Income (Loss) before Income Taxes		56.4			11.3			20.0			(37.9	)
United States and Foreign Taxes on Income		22.7			2.0			20.6			(8.3	)
NET INCOME (LOSS)	$	33.7		$	9.3		$	(0.6	)	$	(29.6	)
Retained Earnings at Beginning of Period								3,192.7			3,558.8
CASH DIVIDENDS								(58.9	)		(142.9	)
Retained Earnings at End of Period							$	3,133.2		$	3,386.3
NET INCOME (LOSS) PER SHARE OF COMMON STOCK — BASIC:	$	0.20		$	0.06		$	—		$	(0.19	)
Average Shares Outstanding		166.5			159.9			164.5			159.0
NET INCOME (LOSS) PER SHARE OF COMMON STOCK — DILUTED:	$	0.20		$	0.06		$	—		$	(0.19	)
Average Shares Outstanding		166.5			161.6			164.5			159.0
CASH DIVIDENDS PER SHARE	$	0.12		$	0.30		$	0.36		$	0.90

The accompanying notes are an integral part of this financial statement.

1

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

(In millions)
				September 30,			December 31,
				2002			2001
				Unaudited
ASSETS:
Current Assets:
		Cash and cash equivalents		$	548.3		$	959.4
		Short term securities			46.6			—
		Accounts and notes receivable, less allowance — $96.1 ($84.9 in 2001)			1,733.6			1,486.8
		Inventories:
			Raw materials		425.3			398.8
			Work in process		115.4			112.5
			Finished product		1,852.9			1,869.6
					2,393.6			2,380.9
		Prepaid expenses and other current assets			339.2			427.9
			Total Current Assets		5,061.3			5,255.0
Long Term Accounts and Notes Receivable					222.0			143.8
Investments in Affiliates, at equity					83.4			78.2
Other Assets					263.7			251.9
Goodwill and Other Intangible Assets					730.8			706.3
Deferred Income Tax					713.1			674.9
Deferred Charges					1,329.0			1,236.8
Properties and Plants, less accumulated depreciation — $6,395.4 ($6,058.2 in 2001)					5,081.5			5,166.0
	TOTAL ASSETS			$	13,484.8		$	13,512.9
LIABILITIES:
Current Liabilities:
		Accounts payable — trade		$	1,395.1		$	1,359.2
		Compensation and benefits			909.9			897.2
		Other current liabilities			389.0			396.1
		United States and foreign taxes			219.9			309.3
		Notes payable			305.4			255.0
		Long term debt due within one year			381.6			109.7
			Total Current Liabilities		3,600.9			3,326.5
Long Term Debt and Capital Leases					2,943.5			3,203.6
Compensation and Benefits					2,866.9			2,848.9
Other Long Term Liabilities					359.7			482.3
Minority Equity in Subsidiaries					804.9			787.6
	TOTAL LIABILITIES				10,575.9			10,648.9
SHAREHOLDERS’ EQUITY:
Preferred Stock, no par value:
		Authorized 50.0 shares, unissued			—			—
Common Stock, no par value:
		Authorized 300.0 shares Outstanding shares - 175.3 (163.2 in 2001)     after deducting 20.4 treasury shares (32.5 in 2001)			175.3			163.2
Capital Surplus					1,390.3			1,245.4
Retained Earnings					3,133.2			3,192.7
Accumulated Other Comprehensive Income					(1,789.9	)		(1,737.3	)
	TOTAL SHAREHOLDERS’ EQUITY				2,908.9			2,864.0
	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			$	13,484.8		$	13,512.9

The accompanying notes are an integral part of this financial statement.

2

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
Unaudited

(In millions)
												Accumulated
												Other			Total
				Common		Capital			Retained			Comprehensive			Shareholders'
				Stock		Surplus			Earnings			Income			Equity
Balance at December 31, 2001				$	163.2	$	1,245.4		$	3,192.7		$	(1,737.3	)	$	2,864.0
	Comprehensive loss for 2002:
		Net income (loss)								(0.6	)
		Foreign currency translation											(59.2	)
		Minimum pension liability											(3.4	)
		Unrealized investment gain
			(net of tax of $6.5)										10.5
		Deferred derivative gain											22.9
			Less reclassification adjustment for amounts recognized in income										(23.4	)
		Total comprehensive loss														(53.2	)
	Cash dividends									(58.9	)					(58.9	)
	Common stock issued from treasury:
		Domestic pension funding			11.3		126.6									137.9
		Common stock issued for acquisitions			0.7		15.2									15.9
		Stock compensation plans			0.1		3.1									3.2
Balance at September 30, 2002				$	175.3	$	1,390.3		$	3,133.2		$	(1,789.9	)	$	2,908.9
Accumulated Other Comprehensive Income							09/30/02						12/31/01
	Foreign currency translation adjustment					$	(1,509.4	)				$	(1,450.2	)
	Minimum pension liability adjustment						(260.7	)					(257.3	)
	Unrealized investment loss						(6.1	)					(16.6	)
	Deferred derivative loss						(13.7	)					(13.2	)
		Total				$	(1,789.9	)				$	(1,737.3	)

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Unaudited

(In millions)			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2002			2001			2002			2001
Net Income (Loss)			$	33.7		$	9.3		$	(0.6	)	$	(29.6	)
Other comprehensive income (loss):
	Foreign currency translation			(104.6	)		8.1			(59.2	)		(150.6	)
	Minimum pension liability			—			0.3			(3.4	)		3.7
	FAS 133 transition amount (net of tax of $3.3)			—			—			—			5.4
	Deferred derivative gain (loss)			(12.0	)		11.4			37.0			(33.3	)
		Tax on deferred derivative gain (loss)		4.5			(4.4	)		(14.1	)		12.7
		Reclassification adjustment for amounts recognized in income		3.7			(28.6	)		(37.8	)		(0.7	)
		Tax on derivative reclassification adjustment		(1.4	)		10.9			14.4			0.3
	Unrealized investment gain (loss)			10.6			(5.8	)		17.0			8.6
		Tax on unrealized investment gain (loss)		(4.0	)		2.2			(6.5	)		(3.3	)
Comprehensive Income (Loss)			$	(69.5	)	$	3.4		$	(53.2	)	$	(186.8	)

     The accompanying notes are an integral part of this financial statement.

3

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited

(In millions)				Nine Months Ended
				September 30,
				2002			2001
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net Loss				($0.6	)		($29.6	)
		Adjustments to reconcile net loss to cash flows from operating activities:
			Depreciation and amortization		451.3			477.1
			Rationalizations		8.9			57.1
			Asset sales		(10.7	)		(13.9	)
		Net cash flows from sale of accounts receivable			26.1			414.7
		Changes in operating assets and liabilities, net of asset acquisitions and dispositions:
			Accounts and notes receivable		(281.7	)		(298.2	)
			Inventories		16.1			169.1
			Accounts payable-trade		27.3			(203.5	)
			Other assets and liabilities		(123.1	)		(144.2	)
			Total adjustments		114.2			458.2
			TOTAL CASH FLOWS FROM OPERATING ACTIVITIES		113.6			428.6
CASH FLOWS FROM INVESTING ACTIVITIES:
			Capital expenditures		(293.3	)		(315.9	)
			Short term securities acquired		(60.9	)		(2.3	)
			Short term securities redeemed		—			2.3
			Asset sales		24.6			40.0
			Asset acquisitions		(54.8	)		—
			Other transactions		(24.0	)		(114.3	)
			TOTAL CASH FLOWS FROM INVESTING ACTIVITIES		(408.4	)		(390.2	)
CASH FLOWS FROM FINANCING ACTIVITIES:
			Short term debt incurred		84.5			76.9
			Short term debt paid		(51.5	)		(839.7	)
			Long term debt incurred		11.0			1,493.5
			Long term debt paid		(87.0	)		(71.9	)
			Common stock issued		18.8			1.2
			Dividends paid to Sumitomo		(6.2	)		(13.1	)
			Dividends paid to Goodyear shareholders		(58.9	)		(142.9	)
			TOTAL CASH FLOWS FROM FINANCING ACTIVITIES		(89.3	)		504.0
Effect of Exchange Rate Changes on Cash and Cash Equivalents					(27.0	)		(9.9	)
Net Change in Cash and Cash Equivalents					(411.1	)		532.5
Cash and Cash Equivalents at Beginning of the Period					959.4			252.9
Cash and Cash Equivalents at End of the Period				$	548.3		$	785.4

     The accompanying notes are an integral part of this financial statement.

4

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

     All per share amounts in these Notes to Financial Statements are diluted unless otherwise indicated.

NOTE 1. ACCOUNTING POLICIES

Goodwill and Intangible Assets

     Goodyear adopted Statement of Financial Accounting Standards No. 142 (SFAS No. 142), “Goodwill and Other Intangible Assets” effective January 1, 2002. Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. Goodwill and intangible assets with an indefinite useful life are tested for impairment annually or when events or circumstances indicate that impairment may have occurred. Goodyear has elected to perform the goodwill impairment test annually as of July 31. If considered impaired the goodwill or intangible asset with an indefinite useful life is written down to fair value. Refer to Note 7.

Inventory

     Worldwide inventories are stated at the lower of cost or market. Cost is determined using FIFO or the average cost method. Costs include direct material, direct labor and applicable manufacturing and engineering overhead.

Use of Estimates

     The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to financial statements. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates, including those related to the allowance for doubtful accounts, recoverability of intangibles and other long-lived assets, deferred tax asset valuation allowance, litigation, general and product liabilities, environmental liabilities, pension and postretirement benefits, and various other operating allowances and accruals, based on currently available information. Changes in facts and circumstances may alter such estimates and affect results of operations and financial position in future periods.

NOTE 2. RATIONALIZATIONS

     To maintain global competitiveness, Goodyear has implemented rationalization actions over the past several years for the purpose of reducing excess capacity, eliminating redundancies and reducing costs.

Third Quarter 2002 Program

     Goodyear recorded a net rationalization charge of $12.0 million ($8.9 million after tax or $.05 per share) in the third quarter of 2002, which included reversals of $6.6 million ($4.1 million after tax or $.03 per share) for reserves from prior rationalization actions no longer needed for their originally intended purposes and new charges of $18.6 million ($13.0 million after tax or $.08 per share). The reversals are primarily the result of lower than initially estimated associate-related payments and lease cancellation fees in the European Union and North America. Also included in the reversals is $1.1 million, which represents a portion of a legal reserve related to a previous rationalization plan in the Asia region, determined to be no longer necessary as a result of a court ruling in Goodyear’s favor. These reversals do not represent a change in the plan originally approved by management. The third quarter rationalization actions consisted of a manufacturing facility consolidation in Europe, the closure of a mold manufacturing facility in the United States and administrative consolidations. Of

- 5 -

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

the $18.6 million charge, $17.6 million related to future cash outflows, primarily associate severance costs, and $1.0 million related to a non-cash writeoff of equipment taken out of service.

     Associate-related rationalization costs totaling $13.7 million were recorded and incurred in the third quarter of 2002 as follows:

						Balance at
(In millions)	Recorded		Incurred			9/30/02
Plant consolidations	$	11.7	$	—		$	11.7
Administrative consolidations		2.0		(.8	)		1.2
	$	13.7	$	(.8	)	$	12.9

Under the above programs, Goodyear provided for the release of approximately 375 associates in Europe and North America.

     Rationalization costs, other than associate-related costs, totaling $4.9 million were recorded and incurred in the third quarter as follows:

						Balance at
(In millions)	Recorded		Incurred			9/30/02
Plant consolidations	$	2.2	$	(1.1	)	$	1.1
Administrative consolidations		2.7		—			2.7
	$	4.9	$	(1.1	)	$	3.8

These costs were primarily for the writeoff of equipment taken out of service in the United States and noncancellable contract costs. Goodyear incurred $1.1 million of other than associate-related costs during the third quarter of 2002, primarily for equipment taken out of service.

Fourth Quarter 2001 Program

     Goodyear recorded a net rationalization charge totaling $127.8 million ($101.2 million after tax or $.62 per share) in the fourth quarter of 2001, which included a $4.1 million reversal of reserves no longer needed for their originally intended purposes. These actions were in response to continued competitive market conditions and worldwide economic uncertainty. Under these actions, Goodyear provided for worldwide associate reductions through retail and administrative consolidation and manufacturing plant downsizing and consolidation. Of this charge, $89.4 million related to future cash outflows, primarily associate severance and noncancellable lease costs, and $42.5 million related to non-cash charges, primarily for the writeoff of equipment taken out of service.

     Associate-related rationalization costs totaling $53.1 million were recorded. Activity during 2002 is presented below:

	Balance at								Balance at
(In millions)	12/31/01		Incurred			Reversed			9/30/02
Plant downsizing and consolidation	$	21.2	$	(21.0	)	$	—		$	.2
Retail and administrative consolidation		30.3		(17.4	)		(1.9	)		11.0
	$	51.5	$	(38.4	)	$	(1.9	)	$	11.2

     Under the above programs, Goodyear provided for the release of approximately 2,200 associates around the world, primarily production and administrative associates. To date, 1,950 associates have been released, including 1,650 associates at a cost of $38.4 million during the first nine months of 2002, and 200 associates at a cost of $5.2 million during the third quarter of 2002.

- 6 -

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

     Rationalization costs, other than associate-related costs, totaling $78.8 million were recorded. Activity during 2002 is presented below:

	Balance at								Balance at
(In millions)	12/31/01		Incurred			Reversed			9/30/02
Plant downsizing and consolidation	$	5.2	$	(1.0	)	$	(1.1	)	$	3.1
Retail and administrative consolidation		31.1		(2.6	)		(2.1	)		26.4
	$	36.3	$	(3.6	)	$	(3.2	)	$	29.5

These costs were primarily for the writeoff of $40.0 million of tire production equipment taken out of service, principally related to the closure of a tire manufacturing facility in the Asia region, and noncancellable lease costs. Goodyear incurred $3.6 million of other than associate-related costs in the first nine months of 2002, including $.9 million during the third quarter of 2002, primarily for lease termination costs.

     Goodyear anticipates completing the actions under this program during 2002 with the exception of ongoing associate severance payments and future rental payments under noncancellable leases.

First Quarter 2001/Fourth Quarter 2000 Program

     Goodyear recorded a rationalization charge totaling $79.0 million ($57.1 million after tax or $.36 per share) in the 2001 first quarter. Of this amount, $40.7 million related to future cash outflows, primarily associate severance costs and $38.3 million related to non-cash charges, primarily $33.3 million for special termination benefits and pension curtailments related to a voluntary exit program in the United States. Of the $79.0 million charge, $12.5 million related to the closure of Goodyear’s manufacturing facility in Italy announced in 1999 and $66.5 million continued the rationalization program announced in the fourth quarter of 2000.

     Goodyear recorded a net rationalization charge totaling $124.1 million ($100.1 million after tax or $.63 per share) during 2000, of which $4.7 million related to the 1999 program, primarily the closure of Goodyear’s manufacturing facility in Italy, and $119.4 million related to rationalization actions announced during 2000. Of the $119.4 million, $86.4 million related to future cash outflows, primarily for associate severance costs and $33.0 million related to non-cash writeoffs. These 2000 actions were for global workforce reductions and manufacturing facility consolidations including the closure of a tire plant in Latin America.

     Associate-related rationalization costs for the first quarter 2001/fourth quarter 2000 program totaled $152.0 million. Activity during 2002 is presented below:

	Balance at					Balance at
(In millions)	12/31/01		Incurred			9/30/02
Plant downsizing and consolidation	$	1.1	$	( .4	)	$	.7
Worldwide associate reductions		4.8		(4.0	)		.8
	$	5.9	$	(4.4	)	$	1.5

Under the above program, Goodyear provided for the release of approximately 7,100 associates around the world, primarily production and support associates. During 2002, Goodyear has incurred $4.4 million of associate-related costs, including $.5 million during the third quarter. Goodyear has completed these plans with the exception of ongoing associate severance payments.

     Rationalization costs, other than associate-related costs, for the above program totaled $33.9 million and were primarily for the writeoff of equipment taken out of service, scrap removal costs and noncancellable lease costs. The tire production

- 7 -

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

equipment taken out of service totaled approximately $17 million and was primarily related to the closure of a tire manufacturing facility in Mexico. Activity during 2002 is presented below:

	Balance at					Balance at
(In millions)	12/31/01		Incurred			9/30/02
Plant downsizing and consolidation	$	3.4	$	(1.5	)	$	1.9

     During the first nine months of 2002, Goodyear incurred $1.5 million of other than associate-related costs, including $.1 million in the third quarter, for ongoing payments under noncancellable lease contracts. Goodyear has completed these plans with the exception of ongoing payments under noncancellable lease contracts.

NOTE 3. OTHER (INCOME) AND EXPENSE

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In millions)	2002			2001			2002			2001
Asset sales	$	(14.3	)	$	—		$	(14.3	)	$	(17.0	)
Interest income		(5.7	)		(2.9	)		(12.3	)		(9.3	)
Financing fees and financial instruments		12.3			18.0			35.3			37.2
Miscellaneous		8.0			6.2			19.0			12.3
	$	.3		$	21.3		$	27.7		$	23.2

     Other (Income) and Expense in the third quarter of 2002 included a gain of $14.3 million ($10.7 million after tax or $.06 per share) resulting from the sale of land and buildings in Mexico and the United States. The third quarter of 2002 also included the writeoff of a miscellaneous investment of $4.1 million ($2.5 million after tax or $.02 per share). Other (Income) and Expense in 2001 included a gain of $17.0 million ($13.9 million after tax or $.09 per share) resulting from the sale of land and buildings in the United Kingdom in the first quarter.

NOTE 4. PER SHARE OF COMMON STOCK

     Basic earnings per share have been computed based on the average number of common shares outstanding. The following table presents the number of incremental weighted average shares used in computing diluted per share amounts:

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
(In millions)		2002		2001		2002		2001
Average shares outstanding — basic			166.5		159.9		164.5		159.0
	Stock options		—		1.7		—		—
Average shares outstanding — diluted			166.5		161.6		164.5		159.0

The average shares outstanding-diluted for the first nine months of 2002 does not include the antidilutive impact of 1.1 million shares of potential common stock associated with stock options. The average shares outstanding-diluted for the first nine months of 2001 does not include the antidilutive impact of 2.0 million shares of potential common stock associated with stock options and .3 million shares associated with the Sumitomo 1.2% Convertible Note Payable.

     During the third quarter of 2002, the Company acquired additional shares of its tire manufacturing subsidiary in Turkey at a cost of $15.9 million and concurrently issued 693,740 shares of common stock of the Company to the sellers for $15.9 million. This transaction had no net impact on the Company’s cash position.

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

NOTE 5. NONCASH INVESTING AND FINANCING ACTIVITIES

     The Consolidated Statement of Cash Flows is presented net of the following transactions.

     On September 12, 2002, the Company issued 11.3 million shares of its common stock and recorded $137.9 million as a contribution to certain domestic pension plans. On September 10, 2001, the Company issued 4.3 million shares of its common stock with a market value of approximately $100.0 million as a contribution to certain domestic pension plans.

     On February 6, 2001, Sumitomo converted the Company’s 1.2% Convertible Note Due August 16, 2001 in the principal amount of Y6,536,535,767 into 1,140,866 shares of the Common Stock of the Company.

NOTE 6. ACCOUNTS RECEIVABLE

     Goodyear maintains a program for the continuous sale of substantially all of its domestic trade accounts receivable to Wingfoot A/R LLC, a wholly-owned limited liability subsidiary company that is a bankruptcy-remote special purpose entity. The results of operations and financial position of Wingfoot A/R LLC are not included in the consolidated financial statements of Goodyear as provided by Statement of Financial Accounting Standards No. 140 (SFAS No. 140), “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. Wingfoot A/R LLC purchases Goodyear’s receivables with (a) the cash proceeds of borrowings from a group of five bank-affiliated issuers of commercial paper, which borrowings ($674.0 million and $580.0 million at September 30, 2002 and December 31, 2001, respectively) are secured by the trade accounts receivable purchased from Goodyear, (b) the proceeds of Goodyear’s equity investment in Wingfoot A/R LLC, and (c) a subordinated note payable to Goodyear. Goodyear retained the responsibility for servicing the receivables. As the receivables are collected, the cash proceeds are used to purchase additional receivables. Goodyear pays fees under the program based on certain variable market interest rates and other agreed amounts. These fees are reported as Other (Income) and Expense. Wingfoot A/R LLC may borrow up to $825 million from the note purchasers. The amount that may be borrowed from time to time by Wingfoot A/R LLC depends on, among other things, the total uncollected balance of receivables owned by it. The borrowings are available to Wingfoot A/R LLC until February 2003, unless extended by the lenders for additional one-year periods. The Company retains the risk of the non-payment of receivables it sells to Wingfoot A/R LLC to the extent of its investment in the equity of Wingfoot A/R LLC and in the subordinated note issued by Wingfoot A/R LLC to Goodyear. The aggregate amount of Goodyear’s investments in Wingfoot A/R LLC was $374.4 million at September 30, 2002 and $483.3 million at December 31, 2001.

     The following table presents certain cash flows between Goodyear and Wingfoot A/R LLC:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions)	2002		2001		2002		2001
Proceeds from new securitizations	$	—	$	—	$	—	$	741.5
Proceeds from collections reinvested in previous securitizations		1,440.8		1,671.2		4,345.2		2,586.5
Servicing fees received		1.6		1.9		4.5		2.5
Reimbursement for rebates and discounts issued		31.3		60.9		84.2		79.8

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

     Various international subsidiaries of Goodyear have also established accounts receivable continuous sales programs whereunder these subsidiaries may receive proceeds from the sale of certain of their receivables to affiliates of certain banks. These subsidiaries retained servicing responsibilities. At September 30, 2002, the value in U.S. dollars of accounts receivable that these international subsidiaries may sell pursuant to these programs is approximately $270 million. The following table presents certain cash flows related to these programs:

	Three Months Ended				Nine Months Ended
(In millions)	September 30,				September 30,
	2002		2001		2002		2001
Proceeds from new securitizations	$	—	$	53.9	$	—	$	53.9
Proceeds from collections reinvested in previous securitizations		476.1		97.0		1,492.0		97.0
Reimbursement for rebates and discounts issued		14.5		6.4		36.0		6.4

In addition, various other international subsidiaries of Goodyear sold certain of their trade receivables at September 30, 2002 and December 31, 2001.

     The balance of net proceeds from all domestic and international agreements worldwide was $895.9 million at September 30, 2002, compared to $851.8 million at December 31, 2001.

NOTE 7. GOODWILL AND INTANGIBLE ASSETS

     Goodyear adopted Statement of Financial Accounting Standards No. 142 (SFAS No. 142), “Goodwill and Other Intangible Assets” effective January 1, 2002. This standard specifies, among other things, that goodwill no longer be amortized. The standard requires goodwill to be periodically tested for impairment and written down to fair value if considered impaired. In accordance with the provisions of SFAS No. 142, Goodyear completed the initial impairment testing by June 30, 2002. Based on the results of the testing, no impairment was indicated. In addition, Goodyear completed the required annual impairment testing of goodwill as of July 31, 2002, and based on the results of the testing, no impairment was indicated.

     SFAS No. 142 also required Goodyear to reassess the useful lives of intangible assets and adjust the remaining amortization periods accordingly. For those intangible assets deemed to have an indefinite life, amortization ceased effective January 1, 2002, and the intangible asset will be periodically tested for impairment and written down to fair value if considered impaired. Goodyear has ceased amortization related to $107.1 million of intangible assets as a result of this reassessment.

- 10 -

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

     The following table presents goodwill, intangible assets and accumulated amortization balances at September 30, 2002 and December 31, 2001:

		September 30, 2002							December 31, 2001
									Gross
		Gross		Accumulated			Net		Carrying		Accumulated			Net
(In millions)		Carrying Amount		Amortization			Carrying Amount		Amount		Amortization			Carrying Amount
Goodwill		$	699.0	$	(110.1	)	$	588.9	$	676.7	$	(107.6	)	$	569.1
Intangible assets with an indefinite life			114.4		(7.3	)		107.1		114.4		(7.3	)		107.1
Trademarks and Patents			31.3		(11.0	)		20.3		27.7		(7.7	)		20.0
Other			17.8		(3.3	)		14.5		11.5		(1.4	)		10.1
	Total Goodwill and Other Intangible Assets	$	862.5	$	(131.7	)	$	730.8	$	830.3	$	(124.0	)	$	706.3

During 2002, goodwill increased by approximately $20 million due to purchased goodwill and currency translation.

     During the second quarter of 2002, Goodyear’s minority partner in Sava Tires, a tire manufacturing subsidiary in Slovenia, exercised its option to sell equity interests to Goodyear representing a 20% interest in Sava Tires for $38.9 million, which increased Goodyear’s ownership interest to 80%. Goodyear recorded $6.8 million of goodwill related to this transaction, which was assigned to the Eastern Europe, Africa and Middle East Tire segment.

     Amortization expense for intangible assets totaled approximately $1.4 million and $.7 million during the third quarters of 2002 and 2001, respectively, and approximately $3.1 million and $2.1 million in the first nine months of 2002 and 2001, respectively. Goodyear estimates that annual amortization expense related to intangible assets will range from approximately $2 million to $4 million during each of the next 5 years and the weighted average remaining amortization period is approximately 21 years.

     The total carrying amount of intangible assets not subject to amortization totaled $107.1 million at September 30, 2002 and December 31, 2001. This amount is related to a non-compete agreement resulting from the global alliance with Sumitomo Rubber Industries that commenced operations on September 1, 1999 and a trademark in Europe. In accordance with SFAS No. 142, these intangible assets were tested for impairment prior to March 31, 2002. Based on the results of the testing, no impairment was indicated.

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

     The following table presents the transitional disclosures required by SFAS No. 142:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions, except per share)	2002		2001		2002			2001
Reported net income (loss)	$	33.7	$	9.3	$	(.6	)	$	(29.6	)
Add back: Amortization of goodwill and intangible                 assets with indefinite lives		—		6.8		—			20.5
Adjusted net income (loss)	$	33.7	$	16.1	$	(.6	)	$	(9.1	)
Basic earnings per share:
Reported net income (loss)	$	.20	$	.06	$	(.00	)	$	(.19	)
Add back: Amortization of goodwill and intangible                 assets with indefinite lives		—		.04		—			.13
Adjusted net income (loss)	$	.20	$	.10	$	(.00	)	$	(.06	)
Diluted earnings per share:
Reported net income (loss)	$	.20	$	.06	$	(.00	)	$	(.19	)
Add back: Amortization of goodwill and intangible                 assets with indefinite lives		—		.04		—			.13
Adjusted net income (loss)	$	.20	$	.10	$	(.00	)	$	(.06	)

	Year Ended December 31,
(In millions, except per share)	2001			2000		1999
Reported net income (loss)	$	(203.6	)	$	40.3	$	243.2
Add back: Amortization of goodwill and intangible                 assets with indefinite lives		27.4			26.7		22.8
Adjusted net income (loss)	$	(176.2	)	$	67.0	$	266.0
Basic earnings per share:
Reported net income (loss)	$	(1.27	)	$	.26	$	1.55
Add back: Amortization of goodwill and intangible                 assets with indefinite lives		.17			.17		.15
Adjusted net income (loss)	$	(1.10	)	$	0.43	$	1.70
Diluted earnings per share:
Reported net income (loss)	$	(1.27	)	$	.25	$	1.53
Add back: Amortization of goodwill and intangible                 assets with indefinite lives		.17			.17		.14
Adjusted net income (loss)	$	(1.10	)	$	.42	$	1.67

NOTE 8. INCOME TAXES

     In the third quarter of 2002, Goodyear provided $43.0 million or $.26 per share of Federal tax expense and foreign withholding tax on $497.6 million of retained earnings of certain international subsidiaries. A Federal income tax provision had not been recorded previously as it was determined that these earnings would be reinvested in properties and plants and working capital. While a portion of this provision relates to the planned repatriation of funds to the United States, the majority of these earnings will remain invested in Goodyear’s international subsidiaries. A Federal income tax provision has been recorded even though repatriation is not currently planned due to the anticipated inclusion of these earnings in Federal taxable income through the implementation of certain tax planning strategies.

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

     Goodyear also recorded in the third quarter of 2002, a tax benefit of $20.3 million ($.12 per share), which reflects the impact through nine months of the carryback of a U.S. loss to recover prior year taxes, the ongoing tax provision on foreign operations and the favorable settlement of prior years tax liabilities. Accordingly, Goodyear’s tax provision was $22.7 million for the third quarter of 2002 and $20.6 million for the first nine months of 2002.

NOTE 9. COMMITMENTS AND CONTINGENT LIABILITIES

     At September 30, 2002, Goodyear had binding commitments for investments in land, buildings and equipment of $212.0 million, and off-balance-sheet financial guarantees written and other commitments totaling $129.0 million.

     At September 30, 2002, Goodyear had recorded liabilities aggregating $58.3 million for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by Goodyear. These 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 Goodyear’s ultimate liability in respect of these matters may be affected by several factors, primarily the ultimate cost of required remediation and the extent to which other responsible parties contribute.

     At September 30, 2002, Goodyear had recorded liabilities aggregating $208.0 million for potential product liability and other tort claims, including related legal fees expected to be incurred, presently asserted against Goodyear. The amount recorded was determined on the basis of an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, current trends.

     Goodyear is a defendant in numerous lawsuits involving, at September 30, 2002, approximately 79,750 claimants alleging various asbestos related personal injuries purported to result from exposure to asbestos in certain rubber coated products manufactured by Goodyear in the past or in certain Goodyear facilities. Typically, these lawsuits have been brought against multiple defendants in state and Federal courts. In the past, Goodyear has disposed of approximately 23,000 cases by defending and obtaining the dismissal thereof or by entering into a settlement. Goodyear has policies and coverage-in-place agreements with certain of its insurance carriers that cover a substantial portion of estimated indemnity payments and legal fees in respect of the pending claims. At September 30, 2002, Goodyear has an asset in the amount it expects to collect under the policies and coverage-in-place agreements with certain carriers related to its estimated asbestos liability. Goodyear has also commenced discussions with certain of its excess coverage insurance carriers to establish arrangements in respect of their policies.

     The portion of the recorded liabilities for potential product liability and other tort claims relating to asbestos is based on pending claims. The amount recorded reflects an estimate of the cost of defending and resolving pending claims, based on available information and our experience in disposing of asbestos claims in the past. The estimated liability of Goodyear is not discounted or reduced for possible recoveries from insurance carriers. No liability has been recorded for unknown asbestos claims, and Goodyear cannot predict the number of future claims, the cost of disposing of existing and future claims, or the future ability to recover from insurance carriers.

     The Company appealed judgments of approximately $20 million and $1.3 million in civil actions in Colorado State Court on February 25, 2002 and May 16, 2002, respectively. These cases relate to alleged breaches of warranties and defects in the Company’s Entran II hose installed as a part of Heatway radiant heating systems in

-13-

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

property of the claimants. The Company believes the verdicts were based on material errors of fact and law. The Company is also a defendant in three class actions and nineteen other civil actions in various Federal and state courts related to the Company’s Entran II hose installed as a part of Heatway radiant heating systems in the homes or other structures of the claimants. The Company is also party to actions relating to alleged breaches of warranty or product defects relating to certain of Goodyear’s Load Range D and E light truck tires.

     Subject to the uncertainties referred to above, Goodyear has concluded that in respect of any of the above described liabilities, it is not reasonably possible that it would incur a loss exceeding the amount recognized at September 30, 2002, with respect thereto which would be material relative to the consolidated financial position, results of operations or liquidity of Goodyear.

     Various other legal actions, claims and governmental investigations and proceedings covering a wide range of matters are pending against Goodyear and its subsidiaries. Management, after reviewing available information relating to such matters and consulting with Goodyear’s General Counsel, has determined with respect to each such matter either that it is not reasonably possible that Goodyear has incurred a liability in respect thereof or that any liability ultimately incurred will not exceed the amount, if any, recorded at September 30, 2002 in respect thereof which would be material relative to the consolidated financial position, results of operations or liquidity of Goodyear. However, in the event of an unanticipated adverse final determination in respect of certain matters, Goodyear’s consolidated net income for the period in which such determination occurs could be materially affected.

NOTE 10. ADJUSTMENTS

     All adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results of these unaudited interim periods have been included.

NOTE 11. RECLASSIFICATION

     Certain items previously reported in specific financial statement captions have been reclassified to conform to the 2002 presentation.

-14-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

SEGMENT INFORMATION
(Unaudited)

NOTE 12. BUSINESS SEGMENTS

(In millions)				Three Months Ended						Nine Months Ended
				September 30,						September 30,
				2002			2001			2002			2001
Sales:
	North American Tire			$	1,738.1		$	1,957.2		$	5,088.3		$	5,409.6
	European Union Tire				846.8			770.7			2,398.5			2,329.7
	Eastern Europe, Africa and Middle East Tire				211.3			181.7			579.0			523.0
	Latin American Tire				220.0			246.4			719.6			754.8
	Asia Tire				136.5			122.8			393.0			370.2
		Total Tires			3,152.7			3,278.8			9,178.4			9,387.3
	Engineered Products				274.5			267.4			861.5			867.7
	Chemical Products				237.5			260.9			658.2			824.1
		Total Segment Sales			3,664.7			3,807.1			10,698.1			11,079.1
	Inter-SBU Sales				(144.1	)		(136.4	)		(402.1	)		(419.8	)
	Other				9.0			7.2			23.6			15.3
		Net Sales		$	3,529.6		$	3,677.9		$	10,319.6		$	10,674.6
Income (EBIT):
	North American Tire			$	10.1		$	87.9		$	(1.9	)	$	152.3
	European Union Tire				30.2			3.1			81.3			52.1
	Eastern Europe, Africa and Middle East Tire				30.3			6.2			62.6			15.6
	Latin American Tire				24.3			19.3			75.2			61.5
	Asia Tire				11.9			5.1			31.6			15.7
		Total Tires			106.8			121.6			248.8			297.2
	Engineered Products				10.9			(1.2	)		38.0			16.7
	Chemical Products				22.2			16.4			54.5			45.7
		Total Segment Income (EBIT)			139.9			136.8			341.3			359.6
	Rationalizations and asset sales				(1.8	)		—			(1.8	)		(62.0	)
	Interest expense				(61.8	)		(77.7	)		(182.4	)		(220.9	)
	Foreign currency exchange				26.0			2.6			18.8			17.9
	Minority interest in net income
			of subsidiaries		(11.7	)		(3.1	)		(41.2	)		(19.6	)
	Inter-SBU income				(14.7	)		(9.6	)		(43.0	)		(23.0	)
	Financing fees and financial instruments				(12.3	)		(18.0	)		(35.3	)		(37.2	)
	Equity in earnings of corporate affiliates				(2.9	)		(5.6	)		(9.5	)		(16.3	)
	Corporate goodwill amortization				—			(1.4	)		—			(4.2	)
	Other				(4.3	)		(12.7	)		(26.9	)		(32.2	)
		Income (loss) before Income Taxes		$	56.4		$	11.3		$	20.0		$	(37.9	)

-15-

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

     Portions of the items reported as Rationalizations and Other (Income) and Expense on the Consolidated Statement of Income, were not charged (credited) to segment operating income (EBIT) but were attributable to the Company’s seven segments as follows:

		Three Months Ended					Nine Months Ended
(In millions)		September 30,					September 30,
Rationalizations		2002			2001		2002			2001
North American Tire		$	2.2		$	—	$	2.2		$	4.0
European Union Tire			9.0			—		9.0			23.2
Eastern Europe, Africa and Middle East Tire			—			—		—			8.9
Latin American Tire			—			—		—			—
Asia Tire			(1.1	)		—		(1.1	)		3.6
	Total Tires		10.1			—		10.1			39.7
Engineered Products			—			—		—			3.0
Chemical Products			—			—		—			—
	Total Segments	$	10.1		$	—	$	10.1		$	42.7

		Three Months Ended					Nine Months Ended
(In millions)		September 30,					September 30,
Other (Income) and Expense		2002			2001		2002			2001
North American Tire		$	4.1		$	—	$	4.1		$	—
European Union Tire			—			—		—			(17.0	)
Eastern Europe, Africa and Middle East Tire			—			—		—			—
Latin American Tire			(13.7	)		—		(13.7	)		—
Asia Tire			—			—		—			—
	Total Tires		(9.6	)		—		(9.6	)		(17.0	)
Engineered Products			(.6	)		—		(.6	)		—
Chemical Products			—			—		—			—
	Total Segments	$	(10.2	)	$	—	$	(10.2	)	$	(17.0	)

-16-

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

     Segment operating income (EBIT) in 2002, compared to 2001, benefited from the non-amortization of goodwill and intangible assets with indefinite useful lives under the provisions of SFAS No. 142. Segment operating income in the 2001 periods included amortization expense for goodwill and intangible assets with indefinite useful lives as follows:

		Three Months Ended		Nine Months Ended
(In millions)		September 30,2001		September 30,2001
North American Tire		$	.7	$	2.8
European Union Tire			3.2		9.4
Eastern Europe, Africa and Middle East Tire			1.0		3.2
Latin American Tire			—		—
Asia Tire			.4		1.2
	Total Tires		5.3		16.6
Engineered Products			.3		.8
Chemical Products			—		—
	Total Segments		5.6		17.4
Corporate			1.4		4.2
Amortization Expense of Goodwill and Intangible Assets with Indefinite Useful Lives		$	7.0	$	21.6

NOTE 13. NON-CONSOLIDATED OPERATIONS — SOUTH PACIFIC TYRES

     In addition to its consolidated operations in the Asia region, the Company owns a 50% interest in South Pacific Tyres (SPT), a partnership with Ansell Ltd. (formerly Pacific Dunlop Ltd) of Australia. SPT is the largest tire manufacturer, marketer and exporter in Australia and New Zealand. The Company is required to use the equity method to account for its interest in the results of operations and financial position of SPT.

     The following table presents sales and EBIT of the Company’s Asia Tire segment and 100% of the operations of SPT:

		Three Months Ended						Nine Months Ended
(In millions)		September 30,						September 30,
		2002			2001			2002			2001
Net Sales:
	Asia Tire	$	136.5		$	122.8		$	393.0		$	370.2
	SPT		126.6			116.0			389.9			359.1
		$	263.1		$	238.8		$	782.9		$	729.3
EBIT:
	Asia Tire	$	11.9		$	5.1		$	31.6		$	15.7
	SPT		(1.7	)		(5.9	)		(7.3	)		(19.8	)
		$	10.2		$	(.8	)	$	24.3		$	(4.1	)

     SPT debt totaled $110.1 million at September 30, 2002, of which $19.6 million is payable to Goodyear. At December 31, 2001, debt totaled $67.4 million.

-17-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

CONSOLIDATED

(All per share amounts are diluted)

     Sales in the third quarter of 2002 were $3.53 billion, decreasing 4.0% from $3.68 billion in the 2001 third quarter. Net income of $33.7 million or $.20 per share was recorded in the 2002 third quarter, compared to net income of $9.3 million or $.06 per share in the 2001 third period.

     Net income in the 2002 third quarter included a net after-tax gain of $10.7 million or $.06 per share resulting from asset dispositions, primarily from the sale of land in Mexico and after-tax rationalization charges of $8.9 million or $.05 per share. The third quarter of 2002 also included the writeoff of a miscellaneous investment of $2.5 million after tax or $.02 per share. The 2001 third quarter included amortization expense for goodwill and intangible assets with indefinite useful lives totaling $6.8 million after tax or $.04 per share.

     In the first nine months of 2002, sales of $10.32 billion decreased 3.3% from $10.67 billion in the 2001 period. A net loss of $.6 million or $.00 per share was recorded in the 2002 period compared to a net loss of $29.6 million or $.19 per share in the 2001 first nine months.

     Net income in the 2002 nine months included the previously mentioned asset dispositions and rationalizations. The 2001 period included first quarter after-tax rationalization charges of $57.1 million or $.36 per share and after-tax gains of $13.9 million or $.09 per share resulting from the sale of land and buildings in the United Kingdom. The 2001 period also included amortization expense for goodwill and intangible assets with indefinite useful lives totaling $20.5 million after tax or $.13 per share.

     Revenues in the third quarter of 2002 decreased from the 2001 period primarily due to lower tire unit volume, and lower revenues from the Chemical segment as a result of the sale of the Specialty Chemical Business in the fourth quarter of 2001. The Specialty Chemical Business contributed approximately $35 million of sales in the third quarter of 2001. Revenues were also unfavorably affected by currency translation of approximately $4 million. Tire unit price improvements had a favorable impact on third quarter revenues.

     Worldwide tire unit sales in the third quarter of 2002 were 54.4 million units, a decrease of 2.3 million units or 4.0% compared to the 2001 period. North American (U.S. and Canada)

-18-

volume decreased 3.7 million units or 12.1% in the quarter, while international unit sales increased 1.4 million units or 5.2%. Worldwide replacement unit sales decreased 7.0% from the 2001 quarter, due to decreases in North America. Original equipment (OE) unit sales increased 4.1% in the quarter, due to increases in all regions except Latin America and Eastern Europe. Unit sales in the third quarter of 2001 included approximately 3 million tires in connection with the Ford SUV tire replacement program.

     Revenues in the first nine months of 2002 decreased from the 2001 period primarily due to the effects of currency translation on international results, lower tire unit volume and lower revenues as a result of the sale of the Specialty Chemical Business. Goodyear estimates that versus 2001, currency translation adversely affected revenues by approximately $80 million in the first nine months. The Specialty Chemical Business contributed approximately $100 million of sales in the first nine months of 2001. Revenues were favorably affected by tire pricing improvements.

     Worldwide tire unit sales in the first nine months of 2002 were 160.7 million units, a decrease of 4.1 million units or 2.5% compared to the 2001 period. North American unit sales decreased 6.9% and international unit sales increased 2.1%. Worldwide replacement unit sales decreased 5.6% from the 2001 nine months, due to decreases in North America and the European Union. OE unit sales increased 5.0%, due to increases in all regions except Latin America and Eastern Europe. Unit sales in the first nine months of 2002 included approximately 500 thousand tires in connection with the Ford SUV tire replacement program, compared to approximately 4 million in the 2001 period.

     Cost of goods sold (CGS) decreased in dollars and decreased to 80.9% of sales in the third quarter of 2002, compared to 81.4% in the 2001 period. CGS in the third quarter of 2002 benefited by approximately $44 million from lower raw material costs and other purchasing savings and by approximately $20 million in lower unit costs due to higher plant utilization compared to the 2001 period. CGS also decreased as a result of lower sales volume compared to the prior period and the impact of the sale of the Specialty Chemical Business, which contributed approximately $29 million of CGS in the third quarter of 2001. Currency translation adversely impacted CGS by approximately $5 million compared to the 2001 period.

     CGS decreased in dollars in the first nine months of 2002 when compared to the 2001 period, but remained at 81.4% of sales. CGS in the 2002 period benefited by approximately $183 million from lower raw material costs and other purchasing savings and approximately $48 million from currency translation and from cost reduction programs. CGS also decreased as a result of lower sales volume compared to the prior period and the impact of the sale of the Specialty Chemical Business, which contributed approximately $79 million of CGS in the nine months of 2001. Compared to the

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2001 period, CGS in the nine months of 2002 was adversely affected by lower demand and approximately $93 million in higher unit costs primarily resulting from significantly lower levels of plant utilization due to inventory reduction programs.

     Selling, administrative and general expense (SAG) in the third quarter of 2002 was down 2.0% in dollars compared to the 2001 period, but was 15.8% of sales compared to 15.4% in the 2001 period. SAG decreased in the third quarter of 2002 compared to the 2001 period primarily as a result of reductions in amortization of goodwill and other intangibles of approximately $7 million, computer related expenses of approximately $4 million, and the benefit of cost reduction programs.

     SAG in the nine months of 2002 was down 2.3% in dollars, compared to the 2001 period, but was 15.9% of sales compared to 15.8% in the 2001 period. SAG decreased in the first nine months of 2002 compared to the 2001 period as a result of reductions in amortization of goodwill and other intangibles of approximately $22 million, reductions in advertising and communication expense of approximately $21 million, the positive effect of approximately $9 million from currency translation and the benefit of cost reduction programs. SAG was adversely impacted by increased wage and benefit costs in the nine months of 2002.

     Consolidated EBIT is computed as follows: net sales less CGS and SAG. Consolidated EBIT in the third quarter of 2002 was $118.2 million, increasing 2.2% from $115.6 million in the 2001 period. Compared to the 2001 period, consolidated EBIT increased due to lower raw material costs and other purchasing savings of approximately $44 million, and by approximately $20 million of lower unit costs due to higher plant utilization. Consolidated EBIT was adversely affected by approximately $42 million due to lower unit volume, including $50 million related to the Ford SUV tire replacement program, currency translation of approximately $10 million, and approximately $9 million due to an unfavorable product mix. Consolidated EBIT was also adversely affected due to the absence of approximately $2 million of EBIT contributed by the Specialty Chemical Business in the 2001 period. Consolidated EBIT as a percentage of sales was 3.3% compared to 3.1% in the 2001 period.

     Consolidated EBIT in the first nine months of 2002 was $272.5 million, decreasing 9.4% from $300.9 million in the 2001 period. Compared to the 2001 period, consolidated EBIT decreased due to approximately $93 million of higher unit costs resulting from lower levels of plant utilization, and approximately $92 million due to lower unit volumes, $60 million of which related to the Ford SUV tire replacement program, and foreign currency translation of approximately $23 million. EBIT also decreased by $10 million related to the closure of Penske Automotive Centers in the United States during the period and due to the absence of approximately $12 million of EBIT contributed by the Specialty Chemical Business in the 2001 period. Consolidated EBIT was

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favorably affected by lower raw material costs of approximately $183 million and price increases. Consolidated EBIT as a percentage of sales was 2.6% compared to 2.8% in 2001.

     Consolidated EBIT in the third quarter and first nine months of 2001 included expenses related to amortization of goodwill and intangible assets with indefinite useful lives totaling $7.0 million and $21.6 million, respectively. In accordance with Statement of Financial Accounting Standards No. 142, (SFAS No. 142), “Goodwill and Other Intangible Assets”, amortization of goodwill and intangible assets with indefinite useful lives ceased at January 1, 2002. For further information, refer to the note to the financial statements No. 7, Goodwill and Intangible Assets.

     Revenues in future periods may continue to be adversely affected by competitive pricing conditions and changes in product mix and channels of distribution. Revenues and earnings in future periods are likely to be unfavorably impacted if the dollar strengthens versus various foreign currencies. In addition, lower demand from the OE industry, loss of market share in the replacement market and increases in raw material, energy and labor costs, which may not be recoverable in the market due to pricing pressures present in today’s highly competitive market, may also adversely affect earnings in future periods. Currency fluctuations and general economic and industry conditions may also adversely impact sales and earnings in future periods.

     Interest expense of $61.8 million decreased 20.5% in the 2002 third quarter compared to the 2001 period. For the first nine months of 2002, interest expense decreased 17.4% to $182.4 million compared to the 2001 period. The decrease is due both to lower average debt levels and lower interest rates.

     Other (income) and expense was $.3 million net expense in the 2002 third quarter compared to $21.3 million net expense in the 2001 period. The 2002 quarter included a gain of $14.3 million ($10.7 million after tax or $.06 per share) resulting from the sale of land and buildings in Mexico and the United States. The third quarter of 2002 also included the writeoff of a miscellaneous investment of $4.1 million ($2.5 million after tax or $.02 per share). Other (income) and expense included financing fees and financial instruments of $12.3 million and $18.0 million in the third quarters of 2002 and 2001, respectively.

     For the first nine months of 2002, Other (income) and expense was $27.7 million net expense compared to $23.2 million net expense in 2001. The 2002 period included the previously mentioned asset dispositions. The 2001 period included gains in the first quarter of $17.0 million ($13.9 million after tax or $.09 per share) resulting from the sale of land and buildings in the United Kingdom. Other (income) and expense included financing fees and financial instruments of $35.3 million and $37.2 million in the first nine months of 2002 and 2001, respectively.

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     Foreign currency exchange gain was $26.0 million in the 2002 third quarter compared to a gain of $2.6 million in the 2001 quarter. Foreign currency exchange in the 2002 quarter benefited from approximately $25 million resulting from currency movements on U.S. dollar denominated monetary items in Brazil. For the first nine months of 2002, foreign currency exchange gain was $18.8 million compared to foreign currency exchange gain of $17.9 million in the 2001 period. The 2002 nine months also included a first quarter loss of approximately $13 million resulting from currency movements on U.S. dollar denominated monetary items in Argentina.

     For the first nine months of 2002, Goodyear’s effective tax rate was 33.7%. In the 2001 period, Goodyear had a tax benefit at an effective rate of 45.4%.

     In the third quarter of 2002, Goodyear provided $43.0 million or $.26 per share of Federal tax expense and foreign withholding tax on $497.6 million of retained earnings of certain international subsidiaries. A Federal income tax provision had not been recorded previously as it was determined that these earnings would be reinvested in properties and plants and working capital. While a portion of this provision relates to the planned repatriation of funds to the United States, the majority of these earnings will remain invested in Goodyear’s international subsidiaries. A Federal income tax provision has been recorded even though repatriation is not currently planned due to the anticipated inclusion of these earnings in Federal taxable income through the implementation of certain tax planning strategies.

     Goodyear also recorded in the third quarter of 2002, a tax benefit of $20.3 million ($.12 per share), which reflects the impact through nine months of the carryback of a U.S. loss to recover prior year taxes, the ongoing tax provision on foreign operations and the favorable settlement of prior years tax liabilities. Accordingly, Goodyear’s tax provision was $22.7 million for the third quarter of 2002 and $20.6 million for the first nine months of 2002.

Rationalization Activity

     To maintain global competitiveness, Goodyear has implemented rationalization actions over the past several years for the purpose of reducing excess capacity, eliminating redundancies and reducing costs.

Third Quarter 2002 Program

     Goodyear recorded a net rationalization charge of $12.0 million ($8.9 million after tax or $.05 per share) in the third quarter of 2002, which included reversals of $6.6 million ($4.1 million after tax or $.03 per share) for reserves from prior rationalization actions no longer needed for their originally intended purposes and new charges of $18.6 million ($13.0 million

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after tax or $.08 per share). The reversals are primarily the result of lower than initially estimated associate-related payments and lease cancellation fees in the European Union and North America. Also included in the reversals is $1.1 million, which represents a portion of a legal reserve related to a previous rationalization plan in the Asia region, determined to be no longer necessary as a result of a court ruling in Goodyear’s favor. These reversals do not represent a change in the plan originally approved by management. The third quarter rationalization actions consisted of a manufacturing facility consolidation in Europe, the closure of a mold manufacturing facility in the United States and administrative consolidations. Of the $18.6 million charge, $17.6 million related to future cash outflows, primarily associate severance costs, and $1.0 million related to a non-cash writeoff of equipment taken out of service. Goodyear estimates that, upon completion of these actions, it will further reduce annual operating costs by approximately $50 million (approximately $28 million CGS and approximately $22 million SAG).

     The third quarter 2002 actions included associate-related costs of $13.7 million for the release of approximately 375 manufacturing and administrative associates in Europe and the United States. Rationalization costs, other than associate-related costs, totaled $4.9 million and were primarily for the writeoff of equipment taken out of service in the United States and noncancellable contract costs. Goodyear incurred $1.1 million of other than associate-related costs during the third quarter, primarily for the writeoff of equipment taken out of service. The remaining reserve for costs related to the completion of these actions was $16.7 million at September 30, 2002.

Fourth Quarter 2001 Program

     Goodyear recorded a net rationalization charge on the Consolidated Statement of Income totaling $127.8 million ($101.2 million after tax or $.62 per share) in the fourth quarter of 2001, which included a $4.1 million reversal of reserves no longer needed for their originally intended purposes. These actions were in response to continued competitive conditions in the markets served by Goodyear and worldwide economic uncertainty. Under these actions, Goodyear provided for worldwide associate reductions through retail and administrative consolidation and manufacturing plant downsizing and consolidation.

     The 2001 fourth quarter actions included associate-related costs of $53.1 million for the release of approximately 2,200 associates around the world, primarily production and administrative associates in Europe. To date, approximately 1,950 associates have been released, including 1,650 associates at a cost of $38.4 million during the first nine months of 2002, and approximately 200 associates at a cost of $5.2 million in the third quarter. Rationalization costs, other than associate-related costs, totaled $78.8 million, of which $40.0 million related to

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the writeoff of tire manufacturing equipment taken out of service, principally in the Asia tire segment, and noncancellable lease contracts. Goodyear incurred $3.6 million of these costs during the first nine months of 2002, including $.9 million in the third quarter, primarily for lease termination costs. The remaining reserve for costs related to the completion of these actions was $40.7 million and $87.8 million at September 30, 2002 and December 31, 2001, respectively.

     Goodyear anticipates that, upon completion of these actions, annual operating costs will be reduced by approximately $85 million, primarily in lower compensation and benefit costs. Goodyear estimates that these savings will impact the Consolidated Statement of Income as reductions of $40 million in CGS, of which $5 million relates to depreciation, and $45 million in SAG. Goodyear estimates that operating costs were reduced by approximately $26 million in the first nine months of 2002, including approximately $15 million in the third quarter as a result of the implementation of this program.

First Quarter 2001/Fourth Quarter 2000 Program

     Goodyear recorded a rationalization charge totaling $79.0 million ($57.1 million after tax or $.36 per share) in the 2001 first quarter. Of the $79.0 million charge, $12.5 million related to the closure of Goodyear’s manufacturing facility in Italy announced in 1999 and $66.5 million continued the rationalization program announced in the fourth quarter of 2000.

     Goodyear recorded a net rationalization charge totaling $124.1 million ($100.1 million after tax or $.63 per share) during 2000, of which $4.7 million related to the 1999 program, primarily the closure of Goodyear’s manufacturing facility in Italy, and $119.4 million related to rationalization actions announced during 2000. These 2000 actions were for global workforce reductions and manufacturing facility consolidations including the closure of a tire plant in Latin America.

     Pursuant to the program recorded in the fourth quarter of 2000 and the first quarter of 2001, Goodyear incurred $4.4 million of associate-related costs and $1.5 million of other than associate-related costs during the first nine months of 2002, including $.5 million of associate-related costs and $.1 million of other than associate-related costs incurred in the third quarter. These programs are substantially complete with the exception of ongoing associate severance and noncancellable lease payments. The remaining reserve for costs related to the completion of these actions totaled $3.4 million and $9.3 million at September 30, 2002 and December 31, 2001, respectively.

     When the first quarter 2001/fourth quarter 2000 program was approved, Goodyear estimated that upon completion of the program, annual pretax savings would be approximately $260 million (approximately $200 million of CGS and approximately $60 million

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of SAG). These savings are the result of lower compensation and benefit costs related to associates who were released in accordance with the program. Plan savings have been substantially offset by higher conversion costs including increased compensation and benefit costs.

     For further information, refer to the note to the financial statements No. 2, Rationalizations.

CRITICAL ACCOUNTING POLICIES, ACCOUNTING ESTIMATES AND UNCERTAINTIES

General Market Uncertainties

     Goodyear’s results of operations, financial position and liquidity could be adversely affected in future periods by loss of market share or lower demand in the replacement market or from the OE industry, which would result in lower levels of plant utilization that would increase unit costs. Also, Goodyear could experience unexpected higher raw material and energy prices in future periods. These costs, if incurred, may not be recoverable due to pricing pressures present in today’s highly competitive market. Goodyear is unable to predict future currency fluctuations. Sales and earnings in future periods would be unfavorably impacted if the U.S. dollar strengthens versus various foreign currencies. A continuation of the current economic downturn in the U.S. and Europe is likely to unfavorably impact Goodyear’s sales and earnings in future periods. Similarly, continued volatile economic conditions in emerging markets could adversely affect sales and earnings in future periods. In April of 2003, Goodyear’s master contract with the United Steelworkers of America will expire. It is uncertain at this time whether an agreement will be reached without interruption of production and the terms of the agreement ultimately reached could result in higher wage and benefit costs in the U.S.

Critical Accounting Policies, Use of Estimates and Assumptions

     The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to financial statements. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates, including those related to the allowance for doubtful accounts, recoverability of intangibles and other long-lived assets, deferred tax asset valuation allowance, litigation, general and product liabilities, environmental liabilities, pension and postretirement benefits, and various other operating allowances and accruals, based on currently available information. Changes in facts and circumstances may alter such estimates and affect results of operations and financial position in future periods.

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     General and Product Liability and Other Litigation. The ultimate liability of Goodyear in respect of the various claims, lawsuits and other legal proceedings to which it is a party cannot be estimated with certainty. Goodyear’s accounting policy is to determine whether a liability should be recorded, and to estimate the amount of such liability based on the information available and assumptions and methods it has concluded are appropriate, in accordance with the provisions of Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies” and related pronouncements. As additional information becomes available, Goodyear will reassess its evaluation of the pending claims, lawsuits and other proceedings.

     At September 30, 2002, Goodyear had recorded liabilities aggregating $208.0 million for potential product liability and other tort claims, including related legal fees expected to be incurred, presently asserted against Goodyear. Generally, the amount recorded was determined on the basis of an assessment of the potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, current trends.

     Goodyear has established a liability, as part of its general and product liability, in respect of the approximately 79,750 asbestos claims pending at September 30, 2002, and an asset for expected recoveries under insurance policies and coverage-in-place agreements with certain primary insurance carriers. The claims relate to exposure to asbestos in certain rubber coated products manufactured by Goodyear in the past or in certain Goodyear facilities. During the third quarter of 2002, Goodyear received approximately 6,050 new claims and resolved approximately 200 asbestos claims. The amount spent on asbestos litigation defense and claim resolution (before recovery of insurance proceeds) was approximately $3.2 million during the third quarter and $7.4 million during the first nine months of 2002.

     The portion of the recorded liabilities for potential product liability and other tort claims relating to asbestos claims is based on pending claims. The amount recorded reflects an estimate of the cost of defending and resolving pending claims, based on available information and our experience in disposing of asbestos claims in the past. The estimated liability of Goodyear is not discounted or reduced for possible recoveries from insurance carriers. No liability has been recorded for unknown asbestos claims, and Goodyear cannot predict the number of future asbestos claims, the cost of disposing of existing and future claims, or the future ability to recover from insurance carriers. Goodyear believes it will recover a substantial portion of its liability from the proceeds of existing insurance policies.

     Goodyear also has claims asserted in other legal proceedings to which it is currently a party. The Company appealed judgments of approximately $20 million and $1.3 million in civil actions in Colorado State Court, related to alleged breaches of warranties

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and defects in the Company’s Entran II hose installed as a part of Heatway radiant heating systems in the property of the claimants. The Company believes the verdicts were based on material errors of fact and law. The Company is also a defendant in five class actions and nineteen other civil actions in various Federal and state courts related to the Company’s Entran II hose installed in the homes or other structures of the claimants. The Company is also party to a class action relating to alleged breaches of warranty or product defects relating to certain of Goodyear’s Load Range D and E light truck tires.

     Goodyear’s recorded liability for general and product liability (other than asbestos claims) is based on assumptions about the number of claims filed and expected to be filed and the amount expected to be paid per claim. The expected number of claims is developed based in part on industry statistics and past claims experience. The amount expected to be paid per claim is based in part on whether the claim involves Goodyear’s products or other alleged tort liability. It also includes assumptions about future judicial actions related to the potential aggregation of claims, expected trends in litigation costs and the nature of claims not yet received or reviewed by Goodyear. If the actual experience differs from expectations, Goodyear’s results of operations, financial position and liquidity would be affected.

     Subject to the uncertainties referred to above, Goodyear has concluded that in respect of any of the above described liabilities, it is not reasonably possible that it would incur a loss exceeding the amount recognized at September 30, 2002, with respect thereto which would be material relative to the consolidated financial position, results of operations or liquidity of Goodyear, although an unanticipated adverse final determination in these proceedings could have a material impact on earnings and cash flow in any quarter or for the year.

     Environmental Matters. At September 30, 2002, Goodyear had recorded liabilities aggregating $58.3 million for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by Goodyear. These 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 Goodyear’s 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.

     Deferred Tax Asset Valuation Allowance. At September 30, 2002, Goodyear had recorded a net deferred tax asset aggregating $802.2 million, which consists of net deferred tax assets of $979.6 million related to its U.S. operations and net deferred tax liabilities of $177.4 million related to its international subsidiaries.

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     The $979.6 million of net Federal and state deferred tax assets are almost entirely composed of deductions available to reduce Federal and state taxable income in future years. Changes in circumstances may require that Goodyear assess the ability to recognize these net Federal and state deferred tax assets and make adjustments in future periods. Although full realization of Goodyear’s net Federal and state deferred tax assets is not assured in view of losses incurred by its U.S. operations in recent quarters, Goodyear has concluded that it is more likely than not that these net deferred tax assets will be realized principally based upon Federal and state taxable earnings that will include significant income related to the operations of certain international subsidiaries. The amount of these net deferred tax assets actually realized could vary. If Goodyear’s expectations for future Federal and state taxable income are not met due to general economic conditions or other factors, Goodyear may need to establish additional valuation allowances for all or a portion of its net deferred tax assets related to its U.S. operations.

     Pensions and Postretirement Benefits. Goodyear’s recorded liability for pensions and postretirement benefits other than pensions is based on a number of assumptions, including future health care costs, life expectancies, retirement rates, long term interest rates, long term rates of return on investments and future compensation levels. Certain of these assumptions are determined with the assistance of outside actuaries. Assumptions about health care costs, life expectancies, retirement rates and future compensation levels are based on past experience and anticipated future trends, including an assumption about inflation. Long term interest rates and rates of return on investments are based on market indicators at the time these assumptions are established. These assumptions are regularly reviewed and revised when appropriate, and changes in one or more of them could affect the amount of Goodyear’s recorded expenses for these benefits. If the actual experience differs from expectations, Goodyear’s results of operations, financial position and liquidity in future periods could be affected.

     As part of its most recent regular review, in the first quarter of 2002 Goodyear reduced its expected long term rate of return on pension plan assets from 10.0% to 9.5% to reflect expectations for long term investment returns. Commencing in 2003, Goodyear anticipates that it will revise downward its discount rate for pensions and other post employment benefit obligations and evaluate its expected long term rate of return on pension plan assets in view of recent market changes. In future periods, Goodyear would experience increased benefit costs as a result of changing these assumptions.

     Through September 30, 2002, Goodyear’s pension asset returns were a negative 17.5%. Estimates of future benefit obligations and asset returns indicate that if current capital market conditions continue in the fourth quarter the unfunded amount of

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Goodyear’s projected benefit obligation is likely to be approximately $1.9 billion to $2.2 billion at year end 2002, compared to $1.0 billion at December 31, 2001. Although subject to change in view of the volatility of the capital markets, based on current estimates Goodyear expects to make contributions to certain domestic pension plans of approximately $350 million to $550 million through 2004 in order to satisfy statutory minimum funding requirements and other obligations. Pension expense is expected to increase substantially in future periods. If current market conditions continue, Goodyear could incur substantial charges to Accumulated Other Comprehensive Income in the fourth quarter for certain unfunded pension benefit obligations.

New Accounting Standards

     On January 1, 2002, Goodyear adopted Statement of Financial Accounting Standards No. 142 (SFAS No. 142), “Goodwill and Other Intangible Assets”. SFAS No. 142 addresses the accounting for goodwill and other intangible assets and specifies that, among other things, intangible assets with indefinite useful lives and goodwill will no longer be amortized. Accordingly, amortization expense in 2002 will be lower than that recorded in 2001 by approximately $27 million after tax (approximately $.17 per share). SFAS No. 142 also requires goodwill and intangible assets with indefinite useful lives to be tested annually for impairment and, if impaired, written down to fair value. In accordance with SFAS No. 142, Goodyear tested its intangible assets with indefinite useful lives prior to March 31, 2002, and no impairment was indicated. In addition, Goodyear completed the required annual impairment testing of goodwill as of July 31, 2002, and based on the results of the testing, no impairment was indicated.

     The following table presents Goodyear’s consolidated net income (loss), adjusted to add back the amortization of goodwill and intangible assets with indefinite useful lives:

	Third		Nine
(In millions)	Quarter Ended		Months Ended			Year Ended Dec. 31,
	9/30/01		9/30/01			2001			2000		1999
Net Income as Reported	$	9.3	$	(29.6	)	$	(203.6	)	$	40.3	$	243.2
Add back: Amortization		6.8		20.5			27.4			26.7		22.8
Net Income as Adjusted	$	16.1	$	(9.1	)	$	(176.2	)	$	67.0	$	266.0

     For further information, refer to the note to the financial statements No. 7, Goodwill and Intangible Assets.

     The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 146 (SFAS No. 146), “Accounting for Costs Associated with Exit or Disposal Activities”. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred and establishes that fair value is the

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objective for initial measurement of the liability. The provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The Company is currently assessing the financial statement impact of the adoption of SFAS No. 146.

SEGMENT INFORMATION

     Segment EBIT was $139.9 million in the third quarter of 2002, increasing 2.3% from $136.8 million in the 2001 quarter. Segment operating margin in the third quarter of 2002 was 3.8%, compared to 3.6% in the 2001 period.

     In the nine months, segment EBIT was $341.3 million, decreasing 5.1% from $359.6 million in the 2001 period. Segment operating margin in both nine month periods was 3.2%.

     Segment EBIT does not include the previously discussed rationalizations and certain other items. Segment EBIT is computed as follows: net sales less cost of goods sold, less selling, administrative and general expense (excluding corporate administrative expenses). For further information, refer to the note to the financial statements No. 12, Business Segments.

North American Tire

	Three Months Ended						Nine Months Ended
(In millions)	September 30,						September 30,
	2002			2001			2002			2001
Tire Units		26.5			30.2			79.1			84.9
Sales	$	1,738.1		$	1,957.2		$	5,088.3		$	5,409.6
EBIT		10.1			87.9			(1.9	)		152.3
Operating Margin		.6	%		4.5	%		.0	%		2.8	%

     North American Tire segment unit sales in the 2002 third quarter decreased 3.7 million units or 12.1% from the 2001 period. Replacement unit volume decreased 18.8% while industry volume increased. OE unit volume increased 7.7% which was a lower rate than the industry.

     Unit sales in the nine months decreased 5.8 million units or 6.9% from the 2001 period. Replacement unit volume decreased 13.0% while industry volume remained flat. OE volume increased 8.3% which was a lower rate than the industry.

     Revenues decreased 11.2% and 5.9%, respectively, in both the third quarter and first nine months of 2002 from the 2001 periods due to reduced volume in certain segments of the replacement market and the lower tire units delivered in connection with the Ford SUV tire replacement program initiated in 2001. Unfavorable product mix also negatively impacted sales compared to 2001. Sales were favorably affected by increased sales to OE manufacturers in both 2002 periods as automakers increased production.

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     During the first quarter of 2002, Goodyear supplied approximately 500 thousand tire units with an EBIT benefit of approximately $10 million in connection with the Ford SUV tire replacement program. Ford ended the replacement program on March 31, 2002. Approximately 3 million tire units were supplied which increased EBIT by approximately $50 million in the third quarter of 2001. For the 2001 nine month period, the Company supplied approximately 4 million tires with an EBIT benefit of approximately $70 million.

     North American Tire segment EBIT in the third quarter of 2002 decreased 88.5% from the 2001 quarter. EBIT in the third quarter of 2002 was negatively impacted by approximately $59 million, including the Ford program, due to lower sales volume in the replacement market. A negative change in replacement market brand/product mix unfavorably impacted EBIT by approximately $39 million. EBIT was also negatively impacted by approximately $5 million as higher plant utilization was offset by higher plant operating expenses and compensation costs. Lower raw material costs favorably impacted EBIT in 2002 by approximately $28 million as did decreased SAG expenses.

     For the nine months, EBIT decreased considerably from the 2001 period. EBIT in the first nine months of 2002 was negatively impacted by approximately $116 million due to lower replacement sales volume. EBIT was also negatively impacted by approximately $135 million due to lower tonnage and higher plant operating expenses and compensation costs. Product mix, primarily replacement consumer and commercial brand, unfavorably impacted EBIT by $27 million as did the impact of the $10 million charge related to the closure of Penske Automotive Centers in the United States on April 6, 2002. EBIT in 2002 was favorably impacted by a decrease in raw material costs of approximately $117 million and in SAG expenses of approximately $15 million.

     EBIT in the third quarter and first nine months of 2001 included expenses related to amortization of goodwill and intangible assets with indefinite useful lives totaling $.7 million and $2.8 million, respectively. In accordance with SFAS No. 142, amortization of goodwill and intangible assets with indefinite useful lives ceased at January 1, 2002.

     EBIT in 2002 did not include rationalization charges totaling $2.2 million or the writeoff of a miscellaneous investment totaling $4.1 million, both recorded in the third quarter. EBIT in 2001 did not include first quarter rationalization charges totaling $4.0 million.

     Revenues and EBIT in the North American Tire segment may be adversely affected in future periods by the effects of continued competitive pricing conditions, reduced demand in the replacement market, changes in product mix, unanticipated increases in raw material and energy prices, higher wage and benefit costs and general economic conditions. In April of 2003, Goodyear’s master

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contract with the United Steelworkers of America will expire. It is uncertain at this time whether an agreement will be reached without interruption of production and the terms of the agreement ultimately reached could result in higher wage and benefit costs in the United States.

European Union Tire

	Three Months Ended						Nine Months Ended
(In millions)	September 30,						September 30,
	2002			2001			2002			2001
Tire Units		15.4			15.0			45.3			45.6
Sales	$	846.8		$	770.7		$	2,398.5		$	2,329.7
EBIT		30.2			3.1			81.3			52.1
Operating Margin		3.6	%		.4	%		3.4	%		2.2	%

     European Union Tire segment unit sales in the 2002 third quarter increased  .4 million or 3.0% from the 2001 period. Replacement unit sales increased 2.5% and OE volume increased 4.2%.

     Unit sales in the nine months decreased .3 million or .7% from the 2001 period. Replacement unit sales decreased 2.7% while OE volume increased 3.7%.

     Revenues in the third quarter of 2002 increased 9.9% compared to 2001 primarily due to the favorable effect of currency translation of approximately $69 million. Improved product mix and higher volume also positively affected revenues in the 2002 quarter.

     For the nine months, revenues increased 3.0% compared to 2001 primarily due to the favorable impact of currency translation of approximately $103 million. Revenues were also positively impacted by increased prices, higher volume in the OE market, and increased sales of high performance tires.

     For the third quarter of 2002, EBIT increased significantly compared to 2001 due to cost reduction programs of approximately $11 million, lower raw material costs of approximately $8 million, higher volume of approximately $5 million, and improved pricing and product mix of approximately $4 million. Higher SAG costs adversely impacted third quarter EBIT.

     For the nine months of 2002, EBIT increased 56.0% compared to 2001 due to lower raw material costs of approximately $25 million, improved pricing of approximately $9 million and the favorable impact of currency translation of approximately $4 million. EBIT in the first nine months of 2002 was adversely impacted by higher SAG costs.

     EBIT in the third quarter and first nine months of 2001 included expenses related to amortization of goodwill and

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intangible assets with indefinite useful lives totaling $3.2 million and $9.4 million, respectively. In accordance with SFAS No. 142, amortization of goodwill and intangible assets with indefinite useful lives ceased at January 1, 2002.

     EBIT in 2002 did not include rationalization charges, recorded in the third quarter, totaling $9.0 million. Rationalization charges totaling $23.2 million and the $17.0 million gain on the sale of closed manufacturing and warehouse facilities in the United Kingdom, both recorded in the first quarter, were not included in EBIT for 2001.

     Revenues and EBIT in the European Union Tire segment may be adversely affected in future periods by the effects of continued competitive pricing conditions, changes in mix, unanticipated increases in raw material and energy prices, currency translation and the general economic slowdown in the region.

Eastern Europe, Africa and Middle East Tire

	Three Months Ended						Nine Months Ended
(In millions)	September 30,						September 30,
	2002			2001			2002			2001
Tire Units		4.2			3.5			11.7			10.3
Sales	$	211.3		$	181.7		$	579.0		$	523.0
EBIT		30.3			6.2			62.6			15.6
Operating Margin		14.3	%		3.4	%		10.8	%		3.0	%

     Eastern Europe, Africa and Middle East Tire segment (“Eastern Europe Tire”) unit sales in the 2002 third quarter increased .7 million or 19.9% from the 2001 period. Replacement unit sales increased 24.0% while OE volume decreased .2%.

     Unit sales in the nine months increased 1.4 million, or 14.4% from the 2001 period. Replacement unit sales increased 19.9% while OE volume decreased 5.9%.

     Revenues increased 16.3% in the 2002 third quarter compared to 2001 primarily due to higher volume and improved pricing. Revenue was adversely affected by currency translation of approximately $7 million, primarily in South Africa where the Rand devalued significantly against the U.S. dollar compared to the 2001 period.

     For the nine months, revenues increased 10.7% compared to 2001 due to higher replacement volume and price increases. Currency translation, primarily in South Africa, adversely impacted revenue in the period by approximately $42 million.

     EBIT in the 2002 quarter increased substantially from the 2001 quarter. EBIT for the quarter was favorably impacted by approximately $13 million related to higher levels of plant utilization and the benefits of cost reduction programs, by

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approximately $6 million related to improved replacement volume and by approximately $6 million related to pricing and product mix. Higher SAG costs, due primarily to the cost of expansion into Eastern Africa, adversely impacted EBIT compared to the 2001 quarter.

     For the nine months, EBIT increased significantly from the 2001 period due to the benefit of cost reduction programs and higher levels of plant utilization of approximately $24 million, a change in mix to higher margin replacement tires, with an impact of approximately $14 million, and higher replacement volume. Lower raw material costs also had a positive impact of approximately $8 million in the period.

     EBIT in the third quarter and first nine months of 2001 include expenses related to amortization of goodwill totaling $1.0 million and $3.2 million, respectively. In accordance with SFAS No. 142, amortization of goodwill ceased at January 1, 2002.

     EBIT in 2001 did not include first quarter rationalization charges totaling $8.9 million.

     Revenues and EBIT in the Eastern Europe Tire segment may be adversely affected in future periods by the effects of continued competitive pricing conditions, changes in mix, unanticipated increases in raw material and energy prices, continued volatile economic conditions, labor disturbances and currency translation.

Latin American Tire

	Three Months Ended						Nine Months Ended
(In millions)	September 30,						September 30,
	2002			2001			2002			2001
Tire Units		4.9			4.9			15.0			14.8
Sales	$	220.0		$	246.4		$	719.6		$	754.8
EBIT		24.3			19.3			75.2			61.5
Operating Margin		11.0	%		7.8	%		10.5	%		8.1	%

     Latin American Tire segment unit sales in the 2002 third quarter were flat from the 2001 period. Replacement unit sales increased 6.8% while OE volume decreased 14.6%.

     Unit sales in the nine months increased .2 million or .9% from the 2001 period. Replacement unit sales increased 2.9% while OE volume decreased 3.6%.

     Revenues in the 2002 third quarter decreased 10.7% from the 2001 period. Revenues were adversely impacted by currency translation, particularly in Brazil, Argentina, Mexico and Venezuela. Currency translation reduced sales by approximately $74 million in the third quarter compared to 2001. Revenues during the period benefited from improved prices and product mix.

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     For the nine months, revenues decreased 4.7% compared to 2001 due to currency translation, which reduced sales by approximately $154 million. Revenues were favorably impacted by higher volume, price increases and improved product mix.

     EBIT in the 2002 quarter increased 25.9% from the 2001 period. EBIT was favorably impacted by approximately $12 million related to improved pricing levels and approximately $6 million related to lower raw material costs. Price adjustments were made to partially offset the adverse impact of currency movements. Currency translation reduced EBIT by approximately $14 million in the third quarter compared to 2001.

     EBIT in the 2002 first nine months increased 22.3% from 2001 and was favorably impacted by approximately $28 million related to pricing and product mix, and approximately $19 million related to lower raw material costs and the benefits of rationalizations and cost reduction programs. Price adjustments were made to partially offset the adverse impact of currency movements. The effects of currency translation reduced EBIT by approximately $29 million in the first nine months compared to 2001.

     EBIT in 2002 did not include the gain from the sale of land and buildings in Mexico, recorded in the third quarter, totaling $13.7 million.

     Revenues and EBIT in future periods may be adversely affected by the effects of continued competitive pricing conditions, changes in mix, unanticipated increases in raw material and energy prices, continued volatile economic conditions, future adverse economic conditions in the region and currency translation.

Asia Tire

	Three Months Ended						Nine Months Ended
(In millions)	September 30,						September 30,
	2002			2001			2002			2001
Tire Units		3.3			3.1			9.6			9.2
Sales	$	136.5		$	122.8		$	393.0		$	370.2
EBIT		11.9			5.1			31.6			15.7
Operating Margin		8.7	%		4.2	%		8.0	%		4.2	%

     Asia Tire segment unit sales in the 2002 third quarter increased .2 million or 7.4% from the 2001 period. Replacement unit sales increased 6.8% and OE volume increased 9.1%.

     Unit sales in the nine months increased .4 million or 4.5% from the 2001 period. Replacement unit sales increased 3.8% and OE volume increased 6.4%.

     Revenues in the 2002 quarter and first nine months increased 11.2% and 6.2%, respectively, compared to the 2001 periods due

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primarily to higher OE and replacement volume. Improved selling prices on replacement tires also favorably impacted revenues in both 2002 periods.

     EBIT in the third quarter and first nine months of 2002 increased substantially compared to the 2001 periods due to lower raw material costs of approximately $3 million and $9 million in the respective periods, improved pricing and product mix and lower conversion costs as a result of cost containment programs. EBIT was adversely affected by higher SAG, primarily due to higher selling and advertising expenses.

     EBIT in the third quarter and first nine months of 2001 included expenses related to the amortization of goodwill totaling $.4 million and $1.2 million, respectively. In accordance with SFAS No. 142, amortization of goodwill ceased at January 1, 2002.

     EBIT in 2002 did not include net rationalization credits, recorded in the third quarter, totaling $1.1 million. EBIT in 2001 did not include first quarter rationalization charges totaling $3.6 million.

     Revenues and EBIT in future periods may be adversely impacted by the effects of continued competitive pricing conditions, changes in mix, unanticipated increases in raw material and energy costs and currency translation.

     Sales and EBIT of the Asia Tire segment reflect the results of Goodyear’s majority-owned tire business in the region. In addition, Goodyear owns a 50% interest in South Pacific Tyres Ltd. (SPT), the largest tire manufacturer, marketer and exporter in Australia and New Zealand. Results of operations of SPT are not reported in segment results, and are reflected in Goodyear’s Consolidated Statement of Income using the equity method.

     The following table presents the sales and EBIT of the Company’s Asia Tire segment together with 100% of the sales and EBIT of SPT:

		Three Months Ended						Nine Months Ended
(In millions)		September 30,						September 30,
		2002			2001			2002			2001
Net Sales:
	Asia Tire	$	136.5		$	122.8		$	393.0		$	370.2
	SPT		126.6			116.0			389.9			359.1
		$	263.1		$	238.8		$	782.9		$	729.3
EBIT:
	Asia Tire	$	11.9		$	5.1		$	31.6		$	15.7
	SPT		(1.7	)		(5.9	)		(7.3	)		(19.8	)
		$	10.2		$	( .8	)	$	24.3		$	(4.1	)

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SPT debt totaled $110.1 million at September 30, 2002, of which $19.6 million is payable to Goodyear. At December 31, 2001, debt totaled $67.4 million.

Engineered Products

	Three Months Ended						Nine Months Ended
(In millions)	September 30,						September 30,
	2002			2001			2002			2001
Sales	$	274.5		$	267.4		$	861.5		$	867.7
EBIT		10.9			(1.2	)		38.0			16.7
Operating Margin		4.0	%		(.4	)%		4.4	%		1.9	%

     Engineered Products revenues increased 2.7% in the third quarter from 2001 due largely to strong demand for military and custom products. Sales of replacement products also improved while sales of industrial products declined. Revenues were adversely impacted by currency translation of approximately $7 million.

     For the nine months, revenues decreased .7% compared to 2001 due to customers’ efforts to reduce inventory. Revenues were adversely impacted by currency translation of approximately $20 million in the period compared to 2001. Higher revenues compared to the 2001 period were reported related to industrial hose, OE air conditioning and brake hose, and military and custom product lines.

     EBIT increased significantly in the third quarter of 2002 compared to the 2001 period due to improved pricing and product mix of approximately $6 million and a decrease in SAG of approximately $5 million.

     EBIT in the nine months of 2002 increased substantially from the prior period due to improved productivity of approximately $12 million and from decreased SAG costs of approximately $12 million primarily due to aggressive cost containment measures.

     EBIT in the third quarter and first nine months of 2001 include expenses related to amortization of goodwill totaling $.3 million and $.8 million, respectively. In accordance with SFAS No. 142, amortization of goodwill and intangible assets with indefinite useful lives ceased at January 1, 2002.

     EBIT in 2002 did not include the gain from the sale of land and buildings, recorded in the third quarter, totaling $.6 million. EBIT in 2001 did not include first quarter rationalization charges totaling $3.0 million.

     Revenues and EBIT in the Engineered Products segment may be adversely affected in future periods by lower OE demand, competitive pricing pressures, expected continuing unfavorable economic conditions in certain markets, adverse economic conditions globally in the mining, construction and agriculture

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industries, unanticipated increases in raw material and energy prices, anticipated higher wage and benefit costs and currency translation. The Engineered Products segment plants in the U.S. are included in Goodyear's master contract with the United Steelworkers of America, which will expire in April 2003. It is uncertain at this time whether an agreement will be reached without interruption of production and the terms of the agreement ultimately reached could result in higher wage and benefit costs in the United States.

Chemical Products

	Three Months Ended						Nine Months Ended
(In millions)	September 30,						September 30,
	2002			2001			2002			2001
Sales	$	237.5		$	260.9		$	658.2		$	824.1
EBIT		22.2			16.4			54.5			45.7
Operating Margin		9.3	%		6.3	%		8.3	%		5.5	%

     Chemical Products revenues decreased 9.0% and 20.1%, respectively, in the 2002 third quarter and nine months compared to 2001 primarily due to the impact of selling the Specialty Chemical Business in December 2001, which contributed approximately $100 million of revenue in the first nine months of 2001, including approximately $35 million in the third quarter. Revenues in the 2002 nine months were also unfavorably impacted by lower net selling prices, which were caused by decreased raw material costs.

     EBIT in the 2002 quarter increased 35.4% from the 2001 period primarily due to higher volume and lower plant utility costs. EBIT reflected the absence of approximately $2 million contributed by the Specialty Chemical Business in the 2001 period.

     EBIT in the nine months of 2002 increased 19.3% from the 2001 period primarily due to higher volume, lower plant utility costs, and plant efficiencies. EBIT reflected the absence of approximately $12 million contributed by the Specialty Chemical Business in the 2001 period.

     Revenues and EBIT in the Chemical Products segment may be adversely affected in future periods by competitive pricing pressures, lower aggregate demand levels for its products and unanticipated increases in raw material and energy prices.

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LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES

     Net cash provided by operating activities was $113.6 million during the first nine months of 2002, as reported on the Consolidated Statement of Cash Flows. Working capital (accounts receivable and inventory less accounts payable) at September 30, 2002, increased approximately $224 million from December 31, 2001, due primarily to increased accounts receivable. Working capital was reduced $559.3 million, from $3.3 billion at September 30, 2001 to $2.7 billion at September 30, 2002, as a result of lower accounts receivable and inventory.

     Goodyear maintains a program for the continuous sale of substantially all of its domestic trade accounts receivable to Wingfoot A/R LLC, a wholly-owned limited liability subsidiary company that is a bankruptcy-remote special purpose entity. The results of operations and financial position of Wingfoot A/R LLC are not included in the consolidated financial statements of Goodyear as provided by SFAS No. 140. Wingfoot A/R LLC purchases Goodyear’s receivables with (a) the cash proceeds of borrowings from a group of five bank-affiliated issuers of commercial paper, which borrowings ($674.0 million and $580.0 million at September 30, 2002 and December 31, 2001, respectively) are secured by the trade accounts receivable purchased from Goodyear, (b) the proceeds of Goodyear’s equity investment in Wingfoot A/R LLC, and (c) a subordinated note payable to Goodyear. Goodyear retained the responsibility for servicing the receivables. As the receivables are collected, the cash proceeds are used to purchase additional receivables. Goodyear pays fees under the program based on certain variable market interest rates and other agreed amounts. These fees are reported as Other (Income) and Expense. Wingfoot A/R LLC may borrow up to $825 million from the note purchasers. The amount that may be borrowed from time to time by Wingfoot A/R LLC depends on, among other things, the total uncollected balance of receivables owned by it. The borrowings are available to Wingfoot A/R LLC until February 2003, unless extended by the lenders for additional one-year periods. The Company retains the risk of the non-payment of receivables it sells to Wingfoot A/R LLC to the extent of its investment in the equity of Wingfoot A/R LLC and in the subordinated note issued by Wingfoot A/R LLC to Goodyear. The aggregate amount of Goodyear’s investments in Wingfoot A/R LLC was $374.4 million at September 30, 2002 and $483.3 million at December 31, 2001.

     The obligation of the five bank-affiliated issuers of commercial paper to purchase notes issued by Wingfoot is conditioned upon, among other things, the Company maintaining ratings of at least Ba2 by Moody’s and BB by Standard & Poor’s on its long term debt. If at least those ratings are not maintained, the lenders may (unless the condition is waived or the note facility is amended) terminate the note purchase facility and

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obtain repayment of the secured notes from the receivables as they are collected, in which event the Company would be required to obtain funds pursuant to new or existing bank credit facilities to meet its anticipated working capital requirements. The Company is evaluating alternatives to improve its financial flexibility under this facility.

     Various international subsidiaries of Goodyear have also established accounts receivable continuous sales programs whereunder these subsidiaries may receive proceeds from the sale of certain of their receivables to affiliates of certain banks. These subsidiaries retained servicing responsibilities. At September 30, 2002, the value in U.S. dollars of accounts receivable which these international subsidiaries may sell is approximately $270 million. In addition, various other international subsidiaries of Goodyear sold certain of their trade receivables during the first nine months of 2002.

     At September 30, 2002, the net cash proceeds for all sales of receivables by Goodyear were $895.9 million. During the first nine months of 2002, activity related to these programs resulted in net cash inflows of $26.1 million. For further information, refer to the note to the financial statements No. 6, Accounts Receivable.

INVESTING ACTIVITIES

     Net cash used in investing activities was $408.4 million during the first nine months of 2002. Capital expenditures totaled $293.3 million, and were primarily for plant modernizations and new tire molds. Capital expenditures in 2002 have been reduced in response to current economic and business conditions and are expected to total approximately $460 million.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions)	2002		2001		2002		2001
Capital Expenditures	$	120.4	$	94.7	$	293.3	$	315.9
Depreciation and amortization		149.1		154.1		451.3		477.1

     Depreciation and amortization in the 2001 third quarter and nine months included $7.0 million and $21.6 million, respectively, of amortization related to goodwill and intangible assets with indefinite useful lives that are no longer amortized in accordance with the provisions of SFAS No. 142.

     Investing activities in the third quarter of 2002 included net proceeds from the sale of land and buildings in the United States and Mexico of $1.3 million and $23.3 million, respectively.

     During 2001, cash inflows of $40.0 million were realized from the sale of closed manufacturing and warehouse facilities in the United Kingdom.

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     During the second quarter of 2002, the Company acquired additional shares of its tire manufacturing subsidiary in Slovenia at a cost of $38.9 million. The Company’s ownership of this subsidiary increased from 60% to 80%. During the third quarter of 2002, the Company acquired additional shares of its tire manufacturing subsidiary in Turkey at a cost of $15.9 million. The Company’s ownership of this subsidiary increased from 59.4% to 74.6%.

FINANCING ACTIVITIES

     Net cash used in financing activities was $89.3 million during the first nine months of 2002.

     Consolidated Debt and the Debt to Debt and Equity Ratio for the periods indicated:

(Dollars in millions)	9/30/02			12/31/01			9/30/01
Consolidated Debt	$	3,630.5		$	3,568.3		$	4,200.4
Debt to Debt and Equity		55.5	%		55.5	%		55.8	%

     During the third quarter of 2002, the Company issued 693,740 shares of its common stock for $15.9 million in conjunction with the acquisition of additional shares of its tire manufacturing subsidiary in Turkey.

     On September 12, 2002, the Company issued 11.3 million shares of its common stock and recorded $137.9 million as a contribution to certain domestic pension plans. On September 10, 2001, the Company issued 4.3 million shares of its common stock and recorded $100.0 million as a contribution to certain domestic pension plans.

Credit Sources

     Substantial short term and long term credit sources are available to Goodyear globally under normal commercial practices. In total, Goodyear had credit arrangements of $5.6 billion available at September 30, 2002, of which $1.9 billion were unused. At September 30, 2002, Goodyear had short term committed and uncommitted bank credit arrangements totaling $1 billion, of which $.7 billion were unused. Goodyear also had available long term credit arrangements at September 30, 2002, totaling $4.6 billion, of which $1.2 billion were unused. Used amounts include $.1 billion for letters of credit, as discussed below.

     The Company is a party to two revolving credit facility agreements, consisting of a $750 million five-year revolving credit facility and a $575 million 364-day revolving credit facility.

     The $750 million five-year credit facility agreement is with 26 domestic and international banks and provides that the Company may borrow at any time until August 15, 2005, when the commitment

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terminates and any outstanding loans mature. During the first nine months of 2002, commitment fees averaged 22.4 basis points.

     The $575 million 364-day credit facility agreement, which was an extension of a $775 million facility which expired on August 13, 2002, is with 21 domestic and international banks and provides that the Company may borrow until August 12, 2003, on which date the facility commitment terminates, except as it may be extended by the Company. If the banks do not extend their commitment if requested to do so, the Company may obtain a one year term loan up to the amount of the facility commitment. During the first nine months of 2002, commitment fees averaged 16.7 basis points.

     Each facility agreement contains certain covenants which, among other things, require the Company to maintain at the end of each fiscal quarter a minimum consolidated net worth and a defined minimum interest coverage ratio. In addition, the facility agreements establish limits on the aggregate amount of consolidated debt and certain other obligations the Company and its subsidiaries may incur and on the amount of unfunded benefit obligations under certain pension plan provisions.

     Under the five-year agreement, the Company may provide up to $200 million of standby letters of credit. The Company provided $128.7 million of standby letters of credit as of September 30, 2002, and has provided $199.7 million of standby letters of credit as of October 30, 2002.

     There were no borrowings outstanding under these agreements at September 30, 2002. These revolving credit facilities support, among other things, the uncommitted short term bank facilities.

     In the event the Company fails to maintain the minimum interest coverage ratio or comply with its other covenants in these credit facilities, it would be unable to borrow under the facilities. The same covenants are contained in the agreement relating to the Company’s $800 million term loan, which could become due upon action by lenders representing two-thirds of the principal amount of the term loan in the event of an unwaived breach of one or more covenants. Similarly, certain other bilateral bank loans are subject to the same covenants and would also be terminable by the lending banks.

     During 2002, major credit rating agencies have reduced the Company’s credit rating on short term and long term debt to non- investment grade status. Standard & Poor’s currently rate the Company’s short term debt at B and its long term debt at BB+. Moody’s Investor Services rate the Company’s short term debt at “not prime” and its long term debt at Ba1, with a negative outlook. Fitch rate the Company’s short term debt at B and its long term debt at BB+, with a negative outlook. As a result of these ratings actions, Goodyear will not be able to participate in

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certain capital markets and is likely to experience increases in the cost of obtaining capital in other markets. In addition, financing and related expenses under some existing arrangements have increased as a result of the Company’s non-investment grade credit ratings.

     Funds generated by operations, together with funds available under existing credit arrangements (assuming such facilities remain in effect), are anticipated to be sufficient to meet Goodyear’s currently anticipated requirements.

Commitments & Contingencies

     The following table presents, at September 30, 2002, Goodyear’s obligations and commitments to make future payments under contracts and contingent commitments.

(In millions)	Payment Due by Period as of September 30, 2002
Contractual			1		2		3		4		5		After 5
Obligations	Total		Year		Years		Years		Years		Years		Years
Long Term Debt	$	3,276.6	$	377.9	$	809.2	$	445.1	$	176.9	$	568.8	$	898.7
Capital Lease
Obligations (1)		78.1		9.0		6.8		6.5		5.2		4.6		46.0
Operating
Leases (2)		1,367.7		249.0		204.5		160.7		152.1		97.0		504.4
Binding Commitments		212.0		196.4		11.7		1.2		1.1		.7		.9
Total Contractual Cash Obligations	$	4,934.4	$	832.3	$	1,032.2	$	613.5	$	335.3	$	671.1	$	1,450.0

	Amount of Commitment Expiration per Period
Other Off Balance Sheet Financial Guarantees Written and Other Commitments (3)	$	129.0	$	36.6	$	65.7	$	3.1	$	.9	$	17.6	$	5.1

(1)

The present value of capital lease obligations is $48.5 million.

(2)

Operating leases do not include minimum sublease rentals of $43.3 million, $34.8 million, $25.0 million, $16.4 million, $9.5 million, and $16.1 million in each of the periods above, respectively, for a total of $145.1 million. Net operating lease payments total $1,222.6 million. The present value of operating leases is $735.8 million. The operating leases relate to, among other things, computers and office equipment, real estate, and miscellaneous other assets, which are in some instances leased from special purpose entities owned and controlled by independent, unaffiliated lessors

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that are owned or financed by financial institutions. Certain operating leases involving special purpose entities would, if consolidated pursuant to a recently proposed rule interpretation, increase assets and liabilities on the Company’s balance sheet by approximately $65 million. No director, officer or employee of Goodyear or any of its subsidiaries or other affiliate holds any direct or indirect interest in such entities. No asset is leased from any related party.

(3)

Other off-balance-sheet financial guarantees written and other commitments include, at September 30, 2002,

approximately $41.1 million related to an option held by Goodyear’s minority partner in Sava Tires to require Goodyear to purchase the partner’s 20% equity interest in Sava Tires. The minority partner may exercise its option during various periods beginning in 2003 and extending through 2005.

     In addition, the following contingent contractual obligations, the amounts of which can not be estimated, are not included in the table above:

• The terms and conditions of Goodyear’s global alliance with Sumitomo as set forth in the Umbrella Agreement between Goodyear and Sumitomo provide for certain minority exit rights available to Sumitomo commencing in September 2004. Sumitomo’s exit rights, in the unlikely event of exercise, could require Goodyear to make a substantial payment to acquire Sumitomo’s interest in the alliance.

• Pursuant to an agreement entered into in 2001, Ansell Ltd. (Ansell), formerly Pacific Dunlop Ltd., has the right, during the period beginning August of 2005 and ending one year later, to require Goodyear to purchase Ansell’s 50% interest in SPT at a formula price based on the earnings of SPT. If Ansell does not exercise its right, Goodyear may require Ansell to sell its interest to Goodyear during the 180 days following the expiration of Ansell’s right at a price established using the same formula.

     The Company does not engage in the trading of commodity contracts or any related derivative contracts. The Company generally purchases raw materials and energy through intermediate and long term supply contracts at a fixed price or at formula prices related to market prices or negotiated prices.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Goodyear actively manages its fixed and floating rate debt mix, within defined limitations, using refinancings and unleveraged interest rate swaps. Goodyear will enter into fixed and floating interest rate swaps to alter its exposure to the impact of changing interest rates on consolidated results of operations and future cash outflows for interest. Fixed rate swaps are used to reduce Goodyear’s risk of increased interest costs during periods of rising interest rates. Floating rate swaps are used to convert the fixed rates of long term borrowings into short term variable rates. Interest rate swap contracts are thus used by Goodyear to separate interest rate risk management from debt funding decisions. At September 30, 2002, the interest rate on 69% of Goodyear’s debt was fixed by either the nature of the obligation or through the interest rate swap contracts, compared to 75% at December 31, 2001 and 67% at September 30, 2001. Goodyear also from time to time enters into interest rate lock contracts to hedge the risk-free component of anticipated long term debt issuances.

     The following table presents interest rate swap contract information at September 30:

(Dollars in millions)

Interest Rate Swap Contracts

		2002			2001
Fixed rate swap contracts:
	Notional principal amount	$	325.0		$	375.0
	Pay fixed rate		5.0	%		5.17	%
	Receive variable LIBOR		1.8	%		2.79	%
	Average years to maturity		1.5			2.2
	Fair value — asset (liability)	$	(15.4	)	$	(12.2	)
	Pro forma fair value — asset(liability)		(16.1	)		(13.9	)
Floating rate swap contracts:
	Notional principal amount	$	250.0		$	—
	Pay variable LIBOR		3.8	%		—
	Receive fixed rate		6.6	%		—
	Average years to maturity		4.2			—
	Fair value — asset (liability)	$	20.7		$	—
	Pro forma fair value — asset(liability)		22.4			—

     The pro forma fair value assumes a 10% decrease in variable market interest rates at September 30, 2002 and 2001, respectively, and reflects the estimated fair value of contracts outstanding at that date under that assumption.

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     Weighted average interest rate swap contract information follows:

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
(Dollars in millions)		2002			2001			2002			2001
Fixed Rate Contracts:
	Notional principal	$	325.0		$	95.0		$	325.0		$	80.0
	Pay fixed rate		5.00	%		6.21	%		5.00	%		6.23	%
	Receive variable LIBOR		1.85	%		3.61	%		1.94	%		4.49	%
Floating Rate Contracts:
	Notional principal	$	250.0		$	—		$	195.0		$	—
	Pay variable LIBOR		3.77	%		—			3.73	%		—
	Receive fixed rate		6.63	%		—			6.63	%		—

The following table presents fixed rate debt information at September 30:

(In millions)

Fixed Rate Debt

	2002		2001
Fair value — liability	$	2,229.9	$	2,388.8
Carrying amount — liability		2,427.7		2,393.2
Pro forma fair value — liability		2,310.3		2,496.6

     The pro forma fair value assumes a 100 basis point decrease in market interest rates at September 30, 2002 and 2001, respectively, and reflects the estimated fair value of fixed rate debt outstanding at that date under that assumption.

     The sensitivity to changes in interest rates of Goodyear’s interest rate contracts and fixed rate debt was determined with a valuation model based upon net modified duration analysis. The model assumes a parallel shift in the yield curve. The precision of the model decreases as the assumed change in interest rates increases.

Foreign Currency Exchange Risk

     In order to reduce the impact of changes in foreign exchange rates on consolidated results of operations and future foreign currency-denominated cash flows, Goodyear enters into forward exchange contracts. 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. In addition, the principal and interest on Goodyear’s Swiss franc bond due 2006 and Euro300 million of the Euro Notes due 2005 are hedged by currency swap agreements.

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     Contracts hedging the Swiss franc bond, the Euro Notes and forecasted transactions under intercompany royalty agreements are designated as cash flow hedges. The hedged intercompany royalty transactions will occur during 2002 and 2003. Contracts hedging short term trade receivables and payables normally have no hedging designation.

     The following table presents foreign exchange contract information at September 30:

(In millions)

Foreign Exchange Contracts

	2002			2001
Fair value — asset(liability)	$	32.9		$	8.6
Pro forma change in fair value		26.5			27.2
Contract maturities		10/02-03/06			10/01-03/06
Fair value — asset (liability):
Swiss franc swap-current	$	(3.0	)	$	—
Swiss franc swap-long term		23.0			10.0
Euro swaps-current		(2.5	)		—
Euro swaps-long term		7.2			(14.6	)
Other-current		8.2			13.2

     The pro forma change in fair value assumes a 10% change in foreign exchange rates at September 30, 2002 and 2001, respectively, and reflects the estimated change in the fair value of contracts outstanding at that date under that assumption.

     The sensitivity to changes in exchange rates of Goodyear’s foreign currency positions was determined using current market pricing models.

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FORWARD-LOOKING INFORMATION — SAFE HARBOR STATEMENT

     Certain information set forth herein (other than historical data and information) may constitute forward-looking statements regarding events and trends that may affect Goodyear’s 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. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this quarterly report. Such statements are based on current expectations, 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:

• changes in general economic, industry and political conditions in the various markets served by Goodyear’s operations;

• price and product competition; increased competitive activity; changes in demand levels for our products;

• fluctuations in the prices paid for raw materials and energy; our ability to control costs and expenses;

• changes in the monetary policies of various countries where Goodyear has significant operations;

• changes in interest and currency exchange rates;

• litigation and regulatory costs and expenses;

• economic disruptions and risks of loss associated with global events, including war, acts of terror and civil disturbances;

• and other unanticipated events and conditions.

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

DISCLOSURE CONTROLS AND PROCEDURES

     Goodyear evaluated the design and operation of its disclosure controls and procedures to determine whether they are effective in ensuring that the disclosure of required information is timely made in accordance with the Exchange Act and the rules and forms of the Securities and Exchange Commission. This evaluation was made under the supervision and with the participation of management, including Goodyear’s principal executive officer and principal financial officer within the 90-day period prior to the filing of this Quarterly Report on Form 10-Q. The principal executive officer and principal financial officer have concluded, based on their review, that Goodyear’s disclosure controls and procedures, as defined at Exchange Act Rules 13a-14(c) and 15d-14(c), are effective to ensure that

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information required to be disclosed by Goodyear in reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. No significant changes were made to Goodyear’s internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Reference is made to the Annual Report of The Goodyear Tire & Rubber Company (“Goodyear”) on Form 10-K for the year ended December 31, 2001 (the “2001 10-K”), wherein at Item 3, paragraphs (A), (C), (E) and (H), pages 23, 24, 25 and 26, Goodyear reported certain legal proceedings, and to the Quarterly Report of Goodyear on Form 10-Q for the quarter ended March 31, 2002 (the “First Quarter 10-Q”), at Part II, Item 1, paragraphs (1) and (2), page 38, and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the “Second Quarter 10-Q”), at Part II, Item 1, paragraphs (1) and (3), page 45, wherein Goodyear reported certain developments in respect of certain of these legal proceedings. Goodyear reports the following developments in respect of the legal proceedings described at paragraphs (A), (C), (E) and (H) of Item 3 of the 2001 10-K, supplemented as set forth in the First Quarter 10-Q and the Second Quarter 10-Q.

     (1)  As reported at paragraph (A) of Item 3, page 23, of the 2001 10-K and paragraph (1) of Part II, Item 1, page 38, of the First Quarter 10-Q, on December 21, 2001 the United States District Court for the District of Maryland reaffirmed its opinion, which opinion was affirmed by the Court of Appeals for the Fourth Circuit on March 5, 2002, dismissing with prejudice each of the 66 civil actions filed against Goodyear since 1990 relating to the development of cancer and other diseases by former employees of a subsidiary (now a part) of Goodyear alleged to be the result of exposure to allegedly toxic substances while working at a plant closed in 1987. On July 31, 2002, the plaintiffs filed a Petition for a Writ of Certiorari with the Supreme Court of the United States seeking a review of the decision of the District Court.

     (2)  At paragraph (C) of Item 3, page 24, of the 2001 10-K, Goodyear reported a civil action, Gregory Tire, et al. v. Goodyear, et al., filed in 1995 in the 192nd Judicial District Court, Dallas County, Texas, alleging, among other things, that Goodyear violated various Texas trade regulation statutes, breached certain contracts and committed common law fraud in the course of its commercial dealings with certain independent tire dealers or franchisees located in Texas. In the quarter ended September 30, 2002, these claims were settled by the payment of agreed amounts to each of the 18 remaining plaintiffs.

     (3)  At paragraph (E) of Item 3, pages 24 and 25, of the 2001 10-K and paragraph (1) of Part II, Item 1, page 45, of the Second Quarter 10-Q, Goodyear reported certain civil actions relating to alleged breaches of express and implied warranties in respect of Entran II hose manufactured by Goodyear and installed by others in houses or on other properties of the plaintiffs as a part of Heatway radiant floor heating systems. On September 16, 2002, a civil complaint, Malek, et al. v. Goodyear, Civil Action No. 02-B-1773, was filed by 27 homeowners in the United States District Court for the District of Colorado alleging, among other things, that Goodyear’s Entran II hose was defective and that Goodyear violated the Colorado Consumer Protection Act and seeking unspecified damages equal to three times actual damages, incidental and consequential damages, exemplary damages and attorneys fees and costs. On July 30, 2002, a class action complaint, Ronald J. Frank, et al. v. Goodyear, Civil Action No. 02-CV-0985, was filed in the United States District Court for the Northern District of New York on behalf of all owners of radiant heating systems

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incorporating Entran II hose located in the State of New York alleging, among other things, that the Entran II hose was defectively designed, that Goodyear failed to warn of foreseeable risks associated with the use of Entran II hose in radiant heating systems, that Goodyear breached implied warranties of merchantability and fitness for a particular purpose, that Goodyear was unjustly enriched and that Goodyear violated certain sections of the New York consumer protection and deceptive acts and practices statute. The plaintiffs are seeking damages, restitution of profits, attorneys fees and costs and such other relief as the court may deem proper. A similar class action, Bates v. Goodyear, was filed on August 9, 2002 in the Supreme Court of Erie County, State of New York.

     (4)  At paragraph (H) of Item 3, page 26, of the 2001 10-K, as supplemented at paragraph (2) of Part II, Item 1, page 38, of the First Quarter 10-Q and at paragraph (3) of Part II, Item 1, page 45, of the Second Quarter 10-Q, Goodyear reported that, at June 30, 2002, it was one of numerous defendants in legal proceedings in certain state and federal courts involving approximately 73,900 claimants relating to their alleged exposure to materials containing asbestos in products allegedly manufactured by Goodyear or present in Goodyear’s facilities. During the third quarter of 2002, approximately 6,050 new claims were filed against Goodyear and approximately 200 were settled or dismissed. The amount expended on asbestos defense and claim resolution during the third quarter of 2002 was approximately $3.2 million (before recovery of insurance proceeds). At September 30, 2002, there were approximately 79,750 claims currently pending against Goodyear relating to alleged asbestos-related diseases allegedly resulting from exposure to asbestos in products manufactured by Goodyear or in materials containing asbestos present in Goodyear facilities. The plaintiffs are seeking unspecified actual and punitive damages and other relief.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     On September 12, 2002, Goodyear issued 11,300,000 shares of its common stock to The Goodyear Tire & Rubber Company Directed Retirement Trust as a contribution to two Goodyear sponsored domestic pension plans. The fair market value (determined based on the average of the high and low sale prices per share of Goodyear common stock on the New York Stock Exchange composite transactions tape on September 12, 2002) of the 11,300,000 shares of the common stock contributed was approximately $146,000,000. The issuance of the shares of common stock to the trust was exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act as a transaction by an issuer not involving a public offering. Goodyear entered into a Registration Rights Agreement dated as of September 12, 2002, with Northern Trust Company, as the trustee and investment advisor of the Directed Retirement Trust, with respect to the registration under the Act of 15,600,000 shares of its common stock.

     On September 19, 2002, Goodyear sold 693,740 shares of its common stock to Koc Holding A.S. and certain of its affiliates (the “Purchasers”) for an aggregate sale price of $15,949,083 in cash. The proceeds of the sale were used to acquire from the Purchasers approximately 15.2% of the outstanding shares of Goodyear Lastikleri T.A.S., now a 74.61% owned subsidiary of Goodyear. Goodyear’s issuance and sale of the shares of its common stock to the Purchasers was exempt from registration under the Act

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pursuant to Rule 506 of Regulation D of the Act and Section 4(2) of the Act as a transaction by an issuer not involving a public offering.

     In each transaction, the shares of common stock issued by Goodyear are subject to certain restrictions on transfer. No broker’s commission or fee was paid in connection with the issuance of the common stock in either of the transactions.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  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.

     (b)  Reports on Form 8-K. The following Current Reports on Form 8-K were filed by The Goodyear Tire & Rubber Company during the quarter ended September 30, 2002:

     (1)  Form 8-K, dated August 6, 2002 (Items 7 and 9).

     (2)  Form 8-K, dated September 12, 2002 (Items 5 and 7).

     (3)  Form 8-K, dated September 19, 2002 (Item 5).

S I G N A T U R E S

     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: October 30, 2002	By /s/ Stephanie W. Bergeron Stephanie W. Bergeron, Senior Vice President
	(Signing on behalf of Registrant as a duly authorized officer of Registrant and signing as the principal accounting officer of Registrant.)

CERTIFICATIONS

     I, Samir G. Gibara, 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 quarterly 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

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respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: October 30, 2002

/s/ Samir G. Gibara
Samir G. Gibara
Chairman of the Board and
Chief Executive Officer
(principal executive officer)

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I, Robert W. Tieken, 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 quarterly 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 quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent

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evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: October 30, 2002

/s/ Robert W. Tieken
Robert W. Tieken,
Executive Vice President and
Chief Financial Officer
(principal financial officer)

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THE GOODYEAR TIRE & RUBBER COMPANY

Quarterly Report on Form 10-Q
For the Quarter Ended September 30, 2002

INDEX OF EXHIBITS

EXHIBIT		EXHIBIT
Table Item No. *	Description of Exhibit	Number
3	ARTICLES OF INCORPORTATION AND BY-LAWS
	(a) Certificate of Amended Articles of Incorporation of The Goodyear Tire & Rubber Company (“Goodyear”), dated December 20, 1954, and Certificate of Amendment to Amended Articles of Incorporation of Goodyear, dated April 6, 1993, and Certificate of Amendment to Amended Articles of Incorporation of Goodyear dated June 4, 1996, three documents comprising Goodyear’s Articles of Incorporation as amended (incorporated by reference, filed as Exhibit 4.1 to Goodyear’s Registration Statement on Form S-3, File No. 333-90786).
	(b) Code of Regulations of Goodyear, adopted November 22, 1955, as amended April 5, 1965, April 7, 1980, April 6, 1981 and April 13, 1987 (incorporated by reference, filed as Exhibit 4.2 to Goodyear’s Registration Statement on Form S-3, File No. 333-90786)
4	INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
	(a) Specimen nondenominational Certificate for shares of the Common Stock, Without Par Value, of Goodyear; EquiServe Trust Company, N.A. as transfer agent and registrar (incorporated by reference, filed as Exhibit 4.4 to Goodyear’s Registration Statement on Form S-3, File No. 333-90786)
	(b) Conformed copy of Amended and Restated Rights April 15, 2002, between Goodyear and EquiServe Trust Company, N.A., as successor Rights Agent, amending and restating the Rights Agreement, dated as of June 4, 1996, between Goodyear and First Chicago Trust Company of New York, Rights Agent (incorporated by reference, filed as Exhibit 4.1 to Goodyear’s Quarterly Report on Form

*Pursuant to Item 601 of Regulation S-K

E-1

EXHIBIT		EXHIBIT
Table Item No. *	Description of Exhibit	Number
4	10-Q for the quarter ended March 31, 2002)
	(c) Conformed copy of Amended and Restated Five-Year Revolving Credit Agreement, dated as of August 13, 2002, among Goodyear, the Lenders named therein and JPMorgan Chase Bank, as Agent.	4.1
	(d) Conformed copy of Amended and Restated 364-Day Revolving Credit Agreement, dated as of August 13, 2002, among Goodyear, the Lenders named therein and JPMorgan Chase Bank, as Agent.	4.2
	(e) Form of Indenture, dated as of March 15, 1996, between Goodyear and Chemical Bank (now JPMorgan Chase Bank), as Trustee, as supplemented on December 3, 1996, March 11, 1998 and March 17, 1998 (incorporated by reference, filed as Exhibit 4.1 to Goodyear’s Form 10-Q for the quarter ended March 31, 1998, File No. 1-1927)
	(f) Form of Indenture, dated as of March 1, 1999, between Goodyear and The Chase Manhattan Bank (now JPMorgan Chase Bank), as Trustee, as supplemented on March 14, 2000 (incorporated by reference, filed as Exhibit 4.1 to Goodyear’s Form 10-Q for the quarter ended March 31, 2000, File No. 1-1927) and as further supplemented on August 15, 2001 (incorporated by reference, filed as Exhibit 4.3 to Goodyear’s Form 10-Q for the quarter ended September 30, 2001, File No. 1-1927)
	(g) Conformed copy of Term Loan Agreement, dated as of March 30, 2001, among Goodyear, the Lenders named therein, JPMorgan Chase Bank, as Agent, and Chase Manhattan International Limited, as London Agent (incorporated by reference, filed as Exhibit 4.1 to Goodyear’s Form 10-Q for the quarter ended March 31, 2001, File No. 1-1927)
	(h) Form of First Amendment, dated as of November 9, 2001, to the Term Loan Agreement, dated as of March 30, 2001, among Goodyear, the Lenders named therein, JPMorgan Chase Bank, as Agent, and JPMorgan Chase International Limited, as London Agent (incorporated by

*Pursuant to Item 601 of Regulation S-K

E-2

EXHIBIT		EXHIBIT
Table Item No. *	Description of Exhibit	Number
	reference, filed as Exhibit 4.4 to Goodyear’s Form 10-Q for the quarter ended September 30, 2001, File No. 1-1927)
	(i) Conformed copy of Second Amendment, dated as of August 13, 2002, among Goodyear, the Lenders named therein, JPMorgan Chase Bank, as Agent, and Chase Bank International Limited, as Lender’s Agent	4.3
	In accordance with paragraph (iii) to Part 4 of Item 601 of Regulation S-K, agreements and instruments defining the rights of holders of certain items of long term debt entered into during the quarter ended September 30, 2002 which relate to securities having an aggregate principal amount less than 10% of the consolidated assets of Registrant and its Subsidiaries are not filed herewith. The Registrant hereby agrees to furnish a copy of any such agreements or instruments to the Securities and Exchange Commission upon request.
	MATERIAL CONTRACTS
10	Copy of Hourly and Salaried Employees Stock Option Plan of The Goodyear Tire & Rubber Company (as amended September 30, 2002)	10.1
12	STATEMENT RE COMPUTATION OF RATIOS
	Statement setting forth the computation of Ratio of Earnings to Fixed Charges.	12

______________

*Pursuant to Item 601 of Regulation S-K

E-3 EX-4.1 3 l96733aexv4w1.txt EX-4.1 5 YEAR REVOLVING CREDIT AGREEMENT Exhibit 4.1 CONFORMED COPY AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT Dated as of August 13, 2002 among THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS NAMED HEREIN, and JPMORGAN CHASE BANK as Agent J.P. MORGAN SECURITIES INC. acted as Advisor, Lead Arranger and Bookrunner [CS&M Ref. No. 6701-174] TABLE OF CONTENTS

Article Section Page - ------- ------- ---- I. DEFINITIONS 1 1.01. Defined Terms 1 1.02. Terms Generally 16 II. THE CREDITS 16 2.01. Commitments 16 2.02. Loans 17 2.03. Competitive Bid Procedure 18 2.04. Standard Borrowing Procedure 20 2.05. Letters of Credit 20 2.06. Refinancings 24 2.07. Fees 24 2.08. Repayment of Loans; Evidence of Debt 25 2.09. Interest on Loans 26 2.10. Default Interest 26 2.11. Unavailability of LIBO Rate and CD Rate Quotations 26 2.12. Termination, Reduction and Addition of Commitments 27 2.13. Prepayment 27 2.14. Reserve Requirements; Change in Circumstances 28 2.15. Change in Legality 30 2.16. Pro Rata Treatment 31 2.17. Reimbursement of LC Disbursements-Pro Rata Treatment 31 2.18. Payments 31 2.19. Taxes 32 2.20. Termination or Assignment of Commitments 33 III. REPRESENTATIONS AND WARRANTIES 33 IV. CONDITIONS OF EXTENSIONS OF CREDIT 35 4.01. All Extensions of Credit 35 4.02. At Closing 35 V. AFFIRMATIVE COVENANTS 36 VI. NEGATIVE COVENANTS 38 VII. EVENTS OF DEFAULT 40 VIII. THE AGENT 42

IX. MISCELLANEOUS 9.01. Notices 44 9.02. Survival of Agreement 44 9.03. Binding Effect; Successors and Assigns 44 9.04. Applicable Law 45 9.05. Waivers; Amendment 45 9.06. Expenses; Indemnity 46 9.07. Interest Rate Limitation 47 9.08. Entire Agreement 47 9.09. Information; Access and Confidentiality 47 9.10. Severability 48 9.11. Counterparts 48 9.12. Headings 48 9.13. Jurisdiction; Consent to Service of Process 48 9.14. Stamp Taxes 48 9.15. WAIVER OF JURY TRIAL 49 9.16. Change of Control Option 49 Exhibit A-1 Form of Competitive Bid Request Exhibit A-2 Form of Notice of Competitive Bid Request Exhibit A-3 Form of Competitive Bid Exhibit A-4 Form of Competitive Bid Accept/Reject Letter Exhibit A-5 Form of Standard Borrowing Request Exhibit B Form of Opinion of Counsel Exhibit C Form of Schedule of Compliance Exhibit D Form of Agreement Providing for Additional Lender Exhibit E Form of Promissory Note to Facilitate Assignments to Federal Reserve Banks Schedule 2.01 Commitments; Addresses for Notices, Reserve Percentages and Assessment Rates Schedule 2.05 Existing Letters of Credit Schedule III Certain Litigation AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of August 13, 2002, among THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation (the "Borrower"), the lenders listed in Schedule 2.01 (together with their successors and permitted assigns, the "Lenders") and JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Agent"). The Borrower, certain Lenders and the Agent are parties to an Amended and Restated Five-Year Revolving Credit Agreement dated as of August 14, 2001, as amended by Amendment No. 1 dated as of November 8, 2001 (the "Existing Credit Agreement"). The Borrower has requested that the Existing Credit Agreement be amended and restated in the form of this Agreement. Lenders representing at least the Majority Lenders (as herein defined) under the Existing Credit Agreement and the Agent are willing to amend and restate the Existing Credit Agreement in the form of this Agreement. The Borrower has requested the Lenders, and the Lenders are willing, to extend credit to the Borrower in order to enable it (a) to borrow on a standby revolving credit basis on and after the date hereof and at any time and from time to time prior to the Maturity Date (as herein defined) a principal amount not in excess of $750,000,000 at any time outstanding, (b) to obtain Letters of Credit in an aggregate stated amount not in excess of $200,000,000 at any time and (c) to provide a procedure pursuant to which the Borrower may invite the Lenders to bid on an uncommitted basis on borrowings by the Borrower. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forth. Accordingly, the Borrower, the Lenders and the Agent agree as follows: ARTICLE I. DEFINITIONS SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans. "ABR Loan" shall mean any Standard Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II. "Adjusted CD Rate" shall mean, with respect to any CD Loan, the rate per annum (rounded upward, if necessary, to the nearest 1/1000th of 1%) equivalent to the sum of (i) the quotient of (x) the CD Rate with respect to the Interest Period in respect of such CD Loan, divided by (y) one minus the CD Reserve Requirement of the applicable Lender, if any, plus (ii) the Assessment Rate of the applicable Lender, if any. The Adjusted CD Rate shall be determined as of the first day of, and shall remain constant throughout, the applicable Interest Period. 2 "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar Loan, the rate per annum (expressed as a percentage rounded upward, if necessary, to the nearest 1/1000th of 1%) equivalent to the sum of (i) the quotient of (x) the LIBO Rate for the Interest Period in respect of such Eurodollar Loan, divided by (y) one minus the Eurodollar Reserve Requirement, if any. The Adjusted LIBO Rate shall be the rate appropriately determined to be in effect on the first day of, and shall remain constant throughout, such Interest Period. The Eurodollar Reserve Requirement shall be determined as at the first day of, and shall remain constant throughout, such Interest Period. "Administrative Fees" shall have the meaning assigned to such term in Section 2.07(d). "Affiliate" shall mean, 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. "Alternate Base Rate" shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by the Agent as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective on the date such change is publicly announced as effective. "Federal Funds Effective Rate" shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it. If for any reason the Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Agent to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. "Annual Period" shall mean a period of four complete, consecutive fiscal quarters of the Borrower, taken together and constituting one accounting period. "Applicable Percentage" shall mean, with respect to any Lender, the percentage of the Total Commitments represented by such Lender's Commitment. "Applicable Spread" shall mean, for any day, (a) with respect to any Eurodollar Standard Loan or CD Loan, the applicable rate per annum set forth below under the caption "Eurodollar Spread" or "CD Spread", as the case may be, based upon the ratings by S&P and Moody's, respectively, applicable on such day to the Index Debt; and (b) with respect to any ABR Loan, the applicable rate per annum set forth below 3 under the caption "Eurodollar Spread" (as such rate may be increased pursuant to this definition), minus 1.00% per annum (but in no event less than zero):

Eurodollar Ratings Spread Per CD Spread Per Category (S&P/Moody's) Annum Annum - -------- ------------- ---------- ------------- 1 BBB/Baa2 or 0.800% 0.925% higher 2 BBB-/Baa3 1.000% 1.125% 3 BB+/Ba1 1.400% 1.525% 4 lower than 1.500% 1.625% BB+/ba1 or unrated

For purposes of the foregoing, (i) if either Moody's or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the second following sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 4; (ii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall fall within different Categories, the Applicable Spread shall be based on the lower of the ratings; and (iii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Spread shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Spread shall be determined by reference to the rating most recently in effect prior to such change or cessation. Notwithstanding the foregoing, (a) if the Borrower's Leverage Ratio as of the last day of the fiscal quarter most recently ended is greater than 55%, then the Eurodollar Spread shall be increased as necessary so that the sum of the Eurodollar Spread and the Facility Fee Percentage shall not be less than 1.500% per annum and (b) if the Borrower's Leverage Ratio as of the last day of the fiscal quarter most recently ended is equal to or less than 55% but greater than 40%, then the Eurodollar Spread shall be increased as necessary so that the sum of the Eurodollar Spread and the Facility Fee Percentage shall not be less than 1.250% per annum. In the event that the Eurodollar Spread shall be increased as above, the CD Spread shall be increased accordingly and shall at all times equal the Eurodollar Spread plus 0.125% per annum. Each change in the Applicable Spread resulting from a change in the Leverage Ratio as of the end of any fiscal quarter will be effective as of the date of delivery by the Borrower of a certificate setting forth the calculation of the Leverage Ratio as at the end of such fiscal quarter, which certificate shall be delivered with the annual and/or quarterly financial statements required to be delivered under paragraph (c) of Article V. Notwithstanding the foregoing, at any time that the Borrower shall fail to deliver to the Agent such certificate by the time required under such paragraph (c), the Leverage Ratio 4 shall be deemed to be greater than 55% until such time as the Borrower shall so deliver such certificate. "Assessment Rate" shall mean, at any date as of which any determination thereof is being or to be made and with respect to any CD Loan and the applicable Interest Period in respect of which any determination thereof is being or to be made, the aggregate of the net annual assessment rates or similar fees or charges (expressed on a per annum percentage basis, rounded upward, if necessary, to the nearest 1/1000th of 1%), if any, paid by the Lender making such Loan on its Dollar time deposits in the United States of America insured by the Federal Deposit Insurance Corporation (or any successor agency) or any other Governmental Body which has general jurisdiction over such Lender; such rates, fees or charges, if any, shall be determined by annualizing the then most recent assessment rates or similar fees or charges levied on such Lender by said Corporation or other Governmental Body with respect to such Dollar time deposits evidenced by certificates of deposit or equivalent instruments in amounts and for periods substantially equal to the applicable Interest Period. "Attributable Debt" means, with respect to any Sale-Leaseback Transaction, the present value (discounted at a rate equal to the prevailing yield at the date such Sale-Leaseback Transaction is entered into on United States Treasury obligations having a maturity substantially equal to the term of the lease included in such Sale-Leaseback Transaction plus 3% per annum) of the total obligations of the lessee for rental payments (other than amounts required to be paid on account of taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items which do not constitute payments for property rights or amounts related to contingent rents (such as those based on sales)) 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 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) or the Attributable Debt determined assuming no such termination. "Authorized Officer" shall mean (i) any of the Chairman of the Board, any Vice Chairman of the Board, any President, any Executive Vice President, any Senior Vice President, any Vice President and the Treasurer of the Borrower, and (ii) in respect of all matters relating to this Agreement other than the execution and delivery of this Agreement, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Borrower and any other person designated in writing by any officer specified in clause (i) above as duly authorized to act on behalf of the Borrower hereunder. "Board" shall mean the Board of Governors of the Federal Reserve System of the United States. "Borrowing" shall mean a group of Loans of a single Type made by the Lenders (or, in the case of a Competitive Borrowing, by the Lender or Lenders whose Competitive Bids have been accepted pursuant to Section 2.03) on a single date and as to which a single Interest Period is in effect. 5 "Business Day" shall mean any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in New York City; provided, however, that, when used in connection with a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market. "CD Borrowing" shall mean a Borrowing comprised of CD Loans. "CD Loan" shall mean any Standard Loan bearing interest at a rate determined by reference to the Adjusted CD Rate in accordance with the provisions of Article II. "CD Rate" shall mean with respect to any CD Borrowing for any Interest Period, the rate of interest (expressed as an annual rate) equal to the rate specified in respect of certificates of deposit or similar instruments having a maturity which is equal or substantially equal to such Interest Period, which rate appears on the display designated as page "FEDM" on the Reuter System (or on such other display on the Reuter System as shall then display rates for the purchase at face value of certificates of deposit or equivalent instruments) at 10:00 a.m., New York City time, on the first day of such Interest Period; provided, that, if no rates can be obtained from page "FEDM" of the Reuter System (or such other display), CD Rate shall be equal to the rate set forth under the caption "Certificates of Deposit" in the daily statistical release published by the Federal Reserve Bank of New York entitled "Composite 3:30 p.m. Quotations for U.S. Government Securities", or any successor publication (the "Composite Quotations"), for the first day of such Interest Period in respect of certificates of deposit having a maturity substantially equal to such Interest Period; provided, further, that if no rates are available from the Reuter System or the Composite Quotations, or the Agent or the Borrower shall in good faith reasonably determine (and promptly give notice to the other party of such determination) that the CD Rate in respect of such Interest Period determined as aforesaid is materially higher (as reasonably determined by the Borrower) or lower (as reasonably determined by the Agent) than the prevailing rate of interest the Agent is required to pay to acquire funds evidenced by non-negotiable certificates of deposit in amounts of $1,000,000 or more for a period substantially equal to such Interest Period, then, in any such event, CD Rate shall mean, with respect to such Interest Period and to the applicable CD Borrowing, the arithmetic average (expressed as a percentage rounded upward, if necessary, to the nearest 1/1000th of 1%) of the offered rates (each expressed as a per annum rate) offered by leading New York City dealers in negotiable certificates of deposit at 10:30 a.m., New York City time, on the first day of such Interest Period for the purchase at face value from the Agent of negotiable certificates of deposit or equivalent instruments in amounts of $1,000,000 or more for the period of, or for a period comparable or substantially equal to, such Interest Period. "CD Reserve Requirement" shall mean, at any date as of which any determination thereof is being or to be made and with respect to any CD Loan and the applicable Interest Period in respect of which any determination thereof is being or to be made, the amount (expressed as a decimal, rounded upward, if necessary, to six decimal places) equal to the sum of (i) the aggregate of all reserve requirements (including, without duplication, all basic, supplemental, marginal and other reserves) in effect on such date (as established under Regulation D of the Board, or any other regulation of the Board which prescribes reserve requirements applicable to Dollar non-personal time deposits then in effect and applicable to the Lender making such Loan), on Dollar 6 non-personal time deposits in the United States of the type used as a reference in determining the CD Rate and having a maturity equal or comparable to the applicable Interest Period, as and to the extent that such Lender is subject to such requirements, and (ii) the aggregate of all reserve or similar requirements of any other Governmental Body having jurisdiction over such Lender in respect of such Dollar non-personal time deposits in the United States having a maturity equal or comparable to the applicable Interest Period. "Closing Date" shall mean August 13, 2002. "Code" shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time. "Commitment" shall mean, with respect to each Lender, the commitment of such Lender hereunder as set forth in Schedule 2.01 hereto, as such Lender's Commitment may be permanently terminated or reduced from time to time pursuant to Section 2.12. Schedule 2.01 will be deemed to have been appropriately amended to reflect any addition of a Commitment pursuant to Section 2.12(d), assignment pursuant to Section 9.03 or termination or reduction of any Commitment. "Competitive Bid" shall mean an offer by a Lender to make a Competitive Loan pursuant to Section 2.03. "Competitive Bid Accept/Reject Letter" shall mean a notification made by the Borrower pursuant to Section 2.03(d) in the form of Exhibit A-4. "Competitive Bid Rate" shall mean, as to any Competitive Bid made by a Lender pursuant to Section 2.03(b), (i) in the case of a Eurodollar Loan, the Margin, and (ii) in the case of a Fixed Rate Loan, the fixed rate of interest offered by the Lender making such Competitive Bid. "Competitive Bid Request" shall mean a request made pursuant to Section 2.03 in the form of Exhibit A-1. "Competitive Borrowing" shall mean a borrowing consisting of a Competitive Loan or concurrent Competitive Loans from the Lender or Lenders whose Competitive Bids for such Borrowing have been accepted by the Borrower under the bidding procedure described in Section 2.03. "Competitive Loan" shall mean a Loan from a Lender to the Borrower pursuant to the bidding procedure described in Section 2.03. Each Competitive Loan shall be a Eurodollar Competitive Loan or a Fixed Rate Loan. "Consolidated" shall refer to the consolidation of the accounts of the Borrower and the Subsidiaries in accordance with generally accepted accounting principles, including principles of consolidation. "Consolidated Debt" shall mean, as at the date as of which any determination thereof is being or to be made, Debt of the Borrower and the Subsidiaries, without duplication, determined on a Consolidated basis in accordance with generally accepted accounting principles. 7 "Consolidated Financial Statements of the Borrower" shall mean the Consolidated balance sheet of the Borrower and Subsidiaries as at December 31, 2001 and 2000 and the Consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2001, and the Notes to Financial Statements in respect thereof, together with the Report of PricewaterhouseCoopers LLP, independent accountants, in respect thereof, all as set forth at pages 52 through 80, inclusive, of the Annual Report on Form 10-K for the Borrower for the year ended December 31, 2001, a copy of which has heretofore been delivered to each of the Lenders. "Consolidated Interest Expense" shall mean, with respect to any Annual Period in respect of which a determination thereof is being or to be made, without duplication and excluding intercorporate transactions among the Borrower and the Subsidiaries, the sum of (i) Consolidated interest accrued in respect of all Consolidated Debt of the Borrower and the Subsidiaries during such Annual Period, whether or not paid and whether expensed or capitalized, calculated and determined after giving effect, as and to the extent permitted by generally accepted accounting principles, to any amounts paid or received by the Borrower or the Subsidiaries under interest rate exchange and similar agreements and arrangements which are intended to hedge or limit interest rates and expenses, plus (ii) amortization of debt expense and discount or premium relating to any such Debt (including and giving effect to any similar amounts paid or received by the Borrower and the Subsidiaries under any such interest rate exchange or similar agreement or arrangement) during such period, whether or not paid and whether expensed or capitalized, plus (iii) the portion of rental expense payable during such period pursuant to all capital lease obligations (which are recorded as Debt) representing imputed interest recorded in accordance with generally accepted accounting principles. "Consolidated Net Worth" shall mean, as at the end of any fiscal quarter in respect of which a determination thereof is being or to be made, the Consolidated stated capital, surplus and retained earnings of the Borrower and the Subsidiaries, before (i) foreign currency translation adjustment and (ii) the effect (on such retained earnings) of the recognition of the one time charge for the "transition obligation" of the Borrower and the Subsidiaries upon the Borrower's adoption of, and under and in accordance with the applicable provisions of, Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits other than Pensions" in 1992. "Consolidated Operating Income" shall mean, with respect to any Annual Period in respect of which a determination thereof is being or to be made, the Consolidated net sales of the Borrower and the Subsidiaries for such Annual Period, plus other income, depreciation and amortization, minus cost of goods sold and selling, administrative and general expense properly attributable to continuing operations of the Borrower and the Subsidiaries for such Annual Period. "Control" shall mean 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. "Debt" shall mean and shall include, as at the date as of which any determination thereof is being or is to be made and in respect of any Person, without duplication and excluding in the case of the Borrower and the Subsidiaries intercorporate 8 debt and other intercorporate obligations solely among the Borrower and the Subsidiaries, all (i) indebtedness of such Person for borrowed money, (ii) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations of such Person to pay the deferred purchase price of property or services under conditional sales or other similar agreements which provide for the deferral of the payment of the purchase price for a period in excess of one year following the date of such Person's receipt and acceptance of the complete delivery of such property and/or services, (iv) obligations of such Person as lessee under leases which obligations are, in accordance with generally accepted accounting principles, recorded as capital lease obligations, and (v) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) of such Person to purchase or otherwise acquire, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv) above. Whenever any determination of the amount of Debt (or of Consolidated Debt or Funded Debt) is required or permitted to be, or is otherwise being or to be, made for any purpose under this Agreement, the amount of any such Debt denominated in any currency other than Dollars shall be calculated at the Dollar Equivalent of such Debt as at the date as of which such determination of the amount of Debt is being or to be made, except that, if all or any portion of the principal amount of any such Debt which is payable in a currency other than Dollars is hedged into Dollars, the principal amount of such hedged Debt, or the hedged portion thereof, shall be deemed to be equal to the amount of Dollars specified in, or determined pursuant to, the applicable hedging contract. "Dollar Equivalent" shall mean, in respect of any amount of any currency, and as at the date and time as of which any determination thereof is being or to be made, that number of Dollars into which such amount of currency may be converted on such date, which shall be equal to the product of (a) the principal amount of such currency (expressed in standard units of such currency) multiplied by (b) the prevailing spot rate for exchanging such currency into Dollars as quoted on page "Spot" of the Reuter System as at such date and time as of which the determination of Dollar Equivalent is being or to be made, or, if no rate is quoted in respect of such currency on the Reuter System display designated page "Spot" as at such date and time, the prevailing spot rate for exchanging such currency into Dollars in the New York City foreign currency exchange market (or, if a more substantial and liquid market for the exchange of such currency, the London currency exchange market or the currency exchange market in the principal financial center of such currency) as at such date and time. "Dollars" or "$" shall mean lawful money of the United States of America. "Domestic Subsidiary" shall mean any Subsidiary incorporated or organized in, or engaged (directly or through its subsidiaries) primarily in business in, the United States of America, any state, territory or possession thereof or the District of Columbia. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time, and the regulations promulgated and the rulings issued thereunder. "ERISA Liabilities" shall mean, as at the date as of which any determination in respect thereof is being or to be made, the minimum liability with respect to Plans which would be required to be reflected at such time as a liability on the Consolidated balance sheet of the Borrower and the Subsidiaries under paragraphs 36 and 9 70 of Statement of Financial Accounting Standards No. 87 as such statement may from time to time be amended, modified or supplemented, or under any successor statement issued in replacement thereof. "Eurodollar Borrowing" shall mean a Borrowing comprised of Eurodollar Loans. "Eurodollar Competitive Loan" shall mean any Competitive Loan bearing interest at a rate determined by reference to the LIBO Rate in accordance with the provisions of Article II. "Eurodollar Loan" shall mean any Eurodollar Competitive Loan or Eurodollar Standard Loan. "Eurodollar Reserve Requirement" shall mean, at any date as of which any determination thereof is being or to be made and with respect to any Eurodollar Loan and the applicable Interest Period in respect of which any determination thereof is being or to be made, the amount (expressed as a decimal, rounded upward, if necessary, to six decimal places) of the applicable statutory reserve or similar requirements (including, without duplication, all basic, supplemental, marginal, emergency, special and other reserves), if any, on Eurodollar deposits applicable to and imposed upon the applicable Lender from time to time under regulations issued from time to time by the Board (or any successor) for determining the minimum reserve requirement (including, without limitation, any such reserve requirements under Regulation D of the Board and any emergency, supplemental or other marginal reserve requirements), or by any other Governmental Body having jurisdiction over such Lender, applicable to such Lender with respect to liabilities or assets consisting of or including Eurocurrency liabilities (as defined in Regulation D of the Board, as in effect from time to time) having a term substantially equal to such Interest Period. "Eurodollar Standard Loan" shall mean any Standard Loan bearing interest at a rate determined by reference to the LIBO Rate in accordance with the provisions of Article II. "Event of Default" shall have the meaning assigned to such term in Article VII. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and any successor Federal statute. "Excluded Taxes" shall mean, with respect to any Lender, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America (or any political subdivision thereof), or by the jurisdiction under which such Lender is organized or in which its principal office or any lending office from which it makes Loans hereunder is located, (b) any branch profit taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above, (c) any withholding tax that is imposed by the United States of America (or any political subdivision thereof) on payments to such Lender by the Borrower from an office within such jurisdiction to the extent such tax is in effect and would apply as of the date such Lender becomes a party to this Agreement or relates to payments received by a new lending office designated by such Lender and is in effect and would apply at the time such 10 lending office is designated or (e) any withholding tax that is attributable to such Lender's failure to comply with Section 2.19(e), except, in the case of clause (c) above, to the extent that (i) such 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 the Borrower with respect to such withholding tax pursuant to Section 2.19(a) or (ii) such withholding tax shall have resulted from the making of any payment to a location other than the office designated by the Agent for the receipt of payments of the applicable type from the Borrower. "Existing Issuing Banks" means the banks listed on Schedule 2.05 in their capacity as issuing banks in respect of Existing Letters of Credit. "Existing Letters of Credit" means the outstanding letters of credit set forth on Schedule 2.05. "Facility Fee" shall have the meaning assigned to such term in Section 2.07(a). "Facility Fee Percentage" shall mean, for any day, the applicable rate per annum set forth below under the caption "Facility Fee Percentage", based upon the ratings by S&P and Moody's, respectively, applicable on such day to the Index Debt:

Ratings Category (S&P/Moody's) Facility Fee Percentage - -------- ------------- ----------------------- 1 BBB/Baa2 or higher 0.200% 2 BBB-/Baa3 0.250% 3 BB+/Ba1 0.350% 4 lower than BB+/Ba1 or 0.500% unrated

For purposes of the foregoing, (i) if either Moody's or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the second following sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 4; (ii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall fall within different Categories, the Facility Fee Percentage shall be based on the lower of the ratings; and (iii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Facility Fee Percentage shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed 11 rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Facility Fee Percentage shall be determined by reference to the rating most recently in effect prior to such change or cessation. Notwithstanding the foregoing, if the Borrower's Leverage Ratio as of the last day of the fiscal quarter most recently ended is greater than 55%, then the Facility Fee Percentage shall not be less than 0.250% per annum. Each change in the Facility Fee Percentage resulting from a change in the Leverage Ratio as of the end of any fiscal quarter will be effective as of the date of delivery by the Borrower of a certificate setting forth the calculation of the Leverage Ratio as at the end of such fiscal quarter, which certificate shall be delivered with the annual and/or quarterly financial statements required to be delivered under paragraph (c) of Article V. Notwithstanding the foregoing, at any time that the Borrower shall fail to deliver to the Agent such certificate by the time required under such paragraph (c), the Leverage Ratio shall be deemed to be greater than 55% until such time as the Borrower shall so deliver such certificate. "Fees" shall mean the Facility Fee, the Utilization Fee, the Administrative Fees, any Participation Fees and any Fronting Fees. "Fixed Rate" shall mean with respect to any Fixed Rate Loan, the fixed rate of interest per annum specified by the Lender making such Loan in its related Competitive Bid. "Fixed Rate Borrowing" shall mean a Borrowing comprised of Fixed Rate Loans. "Fixed Rate Loan" shall mean any Competitive Loan bearing interest at a fixed percentage rate per annum (expressed in the form of a decimal to no more than four decimal places) specified by the Lender making such Loan in its Competitive Bid. "Fronting Fee" shall have the meaning assigned to such term in Section 2.07(b). "Funded Debt" shall mean and include, as at any date as of which any determination thereof is being or to be made, any Debt of the Borrower which by its terms (i) matures more than one year after the date on which it was issued, incurred, assumed or guaranteed by the Borrower, or (ii) matures one year or less after the date it was issued, incurred, guaranteed or assumed which at such date may be renewed at the sole election or option of the Borrower so as to mature more than one year after such date. "Governmental Body" shall mean the United States of America, any State thereof, any other country or any political subdivision of such other country, or any department, agency, commission, board, bureau or instrumentality of the United States of America, any State thereof, any other country or political subdivision of such other country or any subdivision of any of them, and, to the extent the term is used in respect of the Agent or any Lender, any quasi-governmental body, agency or authority (including any central bank) exercising regulatory authority over the Agent or any Lender pursuant to applicable law in respect of the transactions contemplated by this Agreement. "Indemnified Taxes" shall mean Taxes other than Excluded Taxes. 12 "Interest Payment Date" shall mean, with respect to any Loan, the last day of the Interest Period applicable thereto and the Maturity Date and, in the case of a Eurodollar Loan or a CD Loan with an Interest Period of more than three months' duration or a Fixed Rate Loan with an Interest Period of more than 90 days' duration, each day that would have been an Interest Payment Date for such Loan had successive Interest Periods of three months' duration or 90 days' duration, as the case may be, been applicable to such Loan and, in addition, the date of any refinancing or conversion of such Loan with or to a Loan of a different Type; provided that with respect to any ABR Loan, Interest Payment Date shall mean the last day of each fiscal quarter. "Index Debt" shall mean the Borrower's senior, unsecured, non-credit-enhanced long-term Debt for borrowed money. "Information Memorandum" means the Confidential Information Memorandum dated July 2002 relating to the Borrower and this Agreement. "Interest Period" shall mean (a) as to any Eurodollar Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3, 6 or 12 months thereafter (or, in the case of a Eurodollar Competitive Borrowing, on any day that is 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 or 12 months thereafter), as the Borrower may elect, (b) as to any CD Borrowing, a period of 30, 90 or 180 days' duration, as the Borrower may elect, commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, (c) as to any ABR Borrowing, the period commencing on the date of such Borrowing and ending on the date 90 days thereafter or, if earlier, on the Maturity Date or the date of prepayment of such Borrowing and (d) as to any Fixed Rate Borrowing, the period commencing on the date of such Borrowing and ending on the date specified in the Competitive Bids in which the offers to make the Fixed Rate Loans comprising such Borrowing were extended, which shall not be earlier than seven days after the date of such Borrowing or later than the Maturity Date; provided, however, that 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, in the case of Eurodollar Loans only, 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. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. "Issuing Bank" shall mean JPMorgan Chase Bank and any one or more other Lenders designated in writing by the Borrower in a notice delivered to the Agent, and their respective successors in such capacity; provided that such other Lenders shall have consented to such designation. The term "Issuing Bank" shall also mean each of the Existing Issuing Banks solely as such term is used in reference to the Existing Letters of Credit. The Issuing Banks may, in their respective discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Banks, in which case the term "Issuing Bank" shall include any such Affiliates with respect to Letters of Credit issued by such Affiliates. "LC Disbursement" shall mean a payment made by any Issuing Bank pursuant to a Letter of Credit. 13 "LC Exposure" shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time. "Letter of Credit" shall mean any letter of credit issued pursuant to this Agreement. "Leverage Ratio" shall mean, as at the end of any fiscal quarter in respect of which a determination thereof is being or to be made, the quotient (expressed as a percentage) of (a) the sum of (i) "notes payable to banks and overdrafts", plus (ii) "long term debt due within one year", plus (iii) "long term debt and capital leases" (as each such item is reported on the Consolidated balance sheet of the Borrower and the Subsidiaries as at the end of such fiscal quarter), plus (iv) the net proceeds from the sale of domestic accounts receivable outstanding at the end of such fiscal quarter (determined in a manner consistent with that used in preparing the Borrower's 2001 Annual Report on Form 10-K), divided by (b) the sum of (i) Consolidated Net Worth (without giving effect to the exclusion contained in clause (ii) of the definition of the term "Consolidated Net Worth" and without giving effect to the $499.3 million after-tax writedown of the Borrower's Oil Transportation Segment Assets in December of 1996), plus (ii) the sum obtained pursuant to clause (a) above. "LIBO Rate" shall mean, with respect to any Interest Period relating to a Eurodollar Loan, the rate of interest (expressed as an annual rate) equal to the British Bankers Association (the "BBA") interest settlement rate for United States Dollars (the "BBA Interest Settlement Rate for USD") for a period substantially equal to such Interest Period as quoted at page 3750 of the Telerate Service ("Telerate 3750"), or at such page or display as may replace Telerate 3750 or on such other service as may be nominated by the BBA as the information vendor for the purpose of displaying the BBA Interest Settlement Rate for USD ("BBA Interest Settlement Rate Screen"), for delivery on the first day of such Interest Period, such rate to be established from the quote on Telerate 3750 at 11:00 a.m. (or as near as practicable thereto), London time, two Business Days prior to the first day of such Interest Period (which shall be a Business Day); provided, that, if no rate for the relevant Interest Period is quoted on Telerate 3750, or any successor or substitute BBA Interest Settlement Rate Screen, then the LIBO Rate shall be the rate of interest equal to the arithmetic average (expressed as a percentage rounded upward, if necessary, to the nearest 1/1000th of 1%) of the rates (expressed as annual rates) at which deposits in Dollars in amounts of $5,000,000 or more for a period substantially equal to such Interest Period are offered by the LIBOR Reference Banks to prime banks in the London interbank market for delivery on the first day of such Interest Period, such rates to be established from quotes obtained at (or as near as practicable to) 12:00 noon (London time) two Business Days prior to the first day of such Interest Period (which shall be a Business Day); provided further, that, if with respect to any such Interest Period fewer than two LIBOR Reference Banks are offering quotations, then the LIBO Rate shall be equal to the arithmetic average (rounded upward, if necessary, to the nearest 1/1000th of 1%) of the rates (expressed as annual rates) at which the Reference Banks are offered deposits in Dollars in New York in amounts of $5,000,000 or more for delivery on the first day of such Interest Period for a period substantially equal to the Interest Period by leading banks in the New York interbank market as of 11:00 a.m. (New York time) on the first day of such Interest Period (which shall be a business day). As used herein, the term 14 "LIBOR Reference Banks" shall mean JPMorgan Chase Bank, BNP Paribas, London, and Credit Suisse, London, Limited, and the term "Reference Banks" shall mean Bank of America, N.A., Citibank, N.A., and Commerzbank Aktiengesellschaft. "Lien" shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset or (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset. "Loan" shall mean a Competitive Loan or a Standard Loan, whether made as a Eurodollar Loan, a CD Loan, an ABR Loan or a Fixed Rate Loan, as permitted hereby. "Majority Lenders" shall mean, at any time, Lenders having Commitments representing at least a majority of the Total Commitment. "Manufacturing Facility" shall mean any plant, other facility or equipment owned by the Borrower or a Subsidiary which is used primarily to manufacture automotive or other products, but shall not include (i) retread plants, facilities or equipment, (ii) plants, facilities or equipment which, in the opinion of the Board of Directors of the Borrower, are not of material importance to the total business conducted by the Borrower and the Subsidiaries, or (iii) plants, facilities or equipment which, in the opinion of the Board of Directors of the Borrower, are used primarily for transportation, marketing or warehousing. "Margin" shall mean, as to any Eurodollar Competitive Loan, the margin (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) to be added to or subtracted from the LIBO Rate in order to determine the interest rate applicable to such Loan, as specified in the Competitive Bid relating to such Loan. "Maturity Date" shall mean August 15, 2005. "Moody's" shall mean Moody's Investors Service, Inc. "Net Income" shall mean, with respect to any period in respect of which a determination is being made or to be made, consolidated net income of the Borrower and the Subsidiaries for such period determined in accordance with generally accepted accounting principles in the United States, as in effect on the Closing Date. "Participation Fee" shall have the meaning assigned to such term in Section 2.07(b). "Person" shall mean any natural person, corporation, business trust, joint venture, association, company, partnership or Governmental Body. "Plan" shall mean an employee benefit plan, other than a Multiemployer Plan (as defined in Section 4001(a)(3) of ERISA), which (i) is (or, in the event that any such plan has been terminated within five years of a transaction described in Section 4069 of ERISA, was) maintained for employees of the Borrower (or any trade or business which would be considered as under common control with the Borrower within the 15 meaning of Section 4001(b) of ERISA) and subject to Title IV of ERISA, and (ii) has assets having an aggregate market value in excess of $100,000,000. "Related Parties" shall mean, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates. "Required Lenders" shall mean, at any time, Lenders having Commitments representing at least two-thirds of the Total Commitment or, for purposes of acceleration pursuant to clause (ii) of Article VII, Lenders holding Loans representing at least two-thirds of the aggregate principal amount of the Loans outstanding. "Reuter System" shall mean the Reuter Monitor Money Rates Service. "Sale-Leaseback Transaction" shall mean any arrangement whereby the Borrower or a Domestic Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred. "Schedule of Compliance" shall mean a Schedule of Compliance, substantially in the form of Exhibit C, prepared by the Borrower and delivered to the Lenders pursuant to subsection (c) of Article V. "S&P" shall mean Standard and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors. "Standard Borrowing" shall mean a borrowing consisting of simultaneous Standard Loans from each of the Lenders. "Standard Borrowing Request" shall mean a request made pursuant to Section 2.04 in the form of Exhibit A-5. "Standard Loans" shall mean the revolving loans made by the Lenders to the Borrower pursuant to Sections 2.01 and 2.04. Each Standard Loan shall be a Eurodollar Standard Loan, a CD Loan or an ABR Loan. "Subsidiary" shall mean any corporation, partnership, limited liability company, joint venture, trust or estate of which (or in which) more than 50% of (i) the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (ii) the interest in the capital or profits of such partnership, limited liability company or joint venture, or (iii) the beneficial interest of such trust or estate, is at the time directly or indirectly owned by the Borrower, by the Borrower and one or more other Subsidiaries, or by one or more other Subsidiaries. 16 "Supplemental Amount" shall mean, as at the end of any fiscal quarter of the Borrower in respect of which a determination thereof is being or to be made, the Dollar amount (if a positive number), if any, which is equal to the product of (x) the remainder obtained by subtracting Consolidated Net Worth of Borrower at June 30, 2002 from the Consolidated Net Worth of Borrower as at the end of such fiscal quarter, multiplied by (y) .50. "Taxes" shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Body. "Term Loan Agreement" shall mean the Borrower's Three-Year Term Loan Agreement dated as of March 30, 2001, as amended. "Term Loan Agreement Amendment" shall mean the amendment dated as of the date hereof to the Borrower's Term Loan Agreement. "364-Day Amendment and Restatement" shall mean the amendment and restatement dated as of the date hereof of the Borrower's Amended and Restated 364-Day Revolving Credit Agreement dated as of August 14, 2001, as amended. "Total Commitment" shall mean at any time the aggregate amount of the Lenders' Commitments, as in effect at such time. "Type", when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, "Rate" shall include the LIBO Rate, the CD Rate, the Alternate Base Rate and the Fixed Rate. "Utilization Fee" shall have the meaning assigned to such term in Section 2.07(c). SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply equally to both 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". All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with generally accepted accounting principles in the United States, as in effect on the Closing Date. ARTICLE II. THE CREDITS SECTION 2.01. Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Standard Loans to the Borrower, at any time and from time to time on and after the date hereof and until the earlier of the Maturity Date or the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's LC Exposure and the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Commitment pursuant to Section 2.16, subject, however, to the conditions that (a) at no time shall (i) the sum of (x) the 17 outstanding aggregate principal amount of all Standard Loans made by all Lenders plus (y) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders plus (z) the aggregate LC Exposure exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Standard Loans made by each Lender shall equal the product of (i) the percentage which its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Standard Loans made pursuant to Section 2.04. Each Lender's Commitment is set forth opposite its respective name in Schedule 2.01. Such Commitments may be terminated, reduced or extended from time to time pursuant to Section 2.12. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow hereunder, on and after the Closing Date and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein. SECTION 2.02. Loans. (a) Each Standard Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their Commitments; provided, however, that the failure of any Lender to make any Standard Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. The Standard Loans or Competitive Loans comprising any Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $25,000,000 in the case of Standard Loans and $5,000,000 in the case of Competitive Loans (or an aggregate principal amount equal to the remaining balance of the available Total Commitment); provided that any ABR Loan made to finance any reimbursement of an LC Disbursement as contemplated in Section 2.05(e) may be in an amount equal to the amount of such reimbursement payment). (b) Each Competitive Borrowing shall be comprised entirely of Eurodollar Competitive Loans or Fixed Rate Loans, and each Standard Borrowing shall be comprised entirely of Eurodollar Standard Loans, CD Loans or ABR Loans, as the Borrower may request pursuant to Section 2.03 or 2.04, as applicable. Borrowings of more than one Type or of the same Type and having different Interest Periods may be outstanding at the same time. For purposes of the foregoing, Loans of different Types and Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans and separate Borrowings. (c) Subject to Section 2.06, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Agent in New York, New York, not later than 11:30 a.m., New York City time, and the Agent shall transfer the entire amount received to the Borrower in Dollars in immediately available funds at the bank and to the account designated by the Borrower as promptly as practicable and in any event by such a time that such funds will be available for retransfer, investment or other use by the Borrower on the borrowing date or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Agent to the applicable Issuing Bank. Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted and Standard Loans shall be made by the Lenders pro rata in accordance with Section 2.16. Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender's portion of such 18 Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with this paragraph (c) and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at the Federal Funds Effective Rate; provided that if such Lender does not pay such principal amount to the Agent within five Business Days and the Borrower repays such principal amount on the sixth Business Day, such Lender shall be responsible for interest during such six Business Day period, provided that the Agent, if it shall first have made demand on such Lender and shall not have received payment, may recover such interest from the Borrower. If such Lender shall pay to the Agent such corresponding amount within five Business Days, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. SECTION 2.03. Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $25,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction of, the Borrower, and the Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and 19 which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender shall elect not to make a Competitive Bid, such Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall promptly notify the Borrower by telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above (and the Competitive Bids accepted need not be in any minimum aggregate amount except as provided below in this paragraph). The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter in the format of Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount that the Borrower desires to borrow, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount that the Borrower desires to borrow less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iii) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iii) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. The Borrower may accept Competitive Bids in an aggregate principal amount in excess of the principal amount specified in the relevant Competitive Bid Request. A notice given by the Borrower in the form of a Competitive Bid Accept/Reject Letter pursuant to this paragraph (d) shall be irrevocable. 20 (e) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate or Rates) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loans in respect of which its Competitive Bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their Competitive Bids to the Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.03 shall be given in accordance with Section 9.01. SECTION 2.04. Standard Borrowing Procedure. In order to request a Standard Borrowing, the Borrower shall hand deliver or telecopy to the Agent notice thereof in the form of Exhibit A-5 (a) in the case of a Eurodollar Standard Borrowing or a CD Borrowing, not later than 3:00 p.m., New York City time, three Business Days before a proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. No Fixed Rate Loan shall be requested or made pursuant to a Standard Borrowing Request. Such notice shall be irrevocable and shall in each case specify (i) whether the Borrowing then being requested is to be a Eurodollar Standard Borrowing, a CD Borrowing or an ABR Borrowing; (ii) the date of such Standard Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Standard Borrowing or CD Borrowing, the Interest Period with respect thereto. If no Interest Period with respect to any Eurodollar Standard Borrowing or CD Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration, in the case of a Eurodollar Standard Borrowing, or 30 day's duration, in the case of a CD Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.04 of its election to refinance a Standard Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing and the Agent will advise the Borrower that such notice has not been received (but shall not be liable to the Borrower for any unintentional omission to do so). The Agent shall promptly advise the Lenders of any notice given or deemed to have been given pursuant to this Section 2.04 and of each Lender's portion of the requested Borrowing. SECTION 2.05. Letters of Credit. (a) Subject to the terms and conditions set forth herein, the Borrower may request the issuance (or the amendment, renewal or extension) of Letters of Credit for its own account, in a form reasonably acceptable to the Agent and the applicable Issuing Bank, at any time and from time to time prior to the date that is five Business Days prior to the Maturity Date. 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 the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control (it being agreed, however, that any 21 provisions of a letter of credit application limiting the liability of the applicable Issuing Bank to a greater extent than the provisions of this Agreement will not be deemed to be inconsistent with the terms and conditions of this Agreement). The Existing Letters of Credit will, for all purposes of this Agreement, be deemed to have been issued hereunder on the Closing Date and will, for all purposes of this Agreement, constitute Letters of Credit. (b) To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the 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 Agent (in any case 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, 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 (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the 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. 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 Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $200,000,000 and (ii) the sum of the outstanding aggregate principal amount of all Standard Loans, the LC Exposure and the outstanding aggregate principal amount of all Competitive Loans will not exceed the Total Commitment. (c) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance, renewal or extension of such Letter of Credit and (ii) the date that is five Business Days prior to the Maturity Date; provided that a Letter of Credit may provide for automatic renewals for additional periods of up to one year, subject to a right on the part of the applicable Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary during a period satisfactory to the Agent in advance of any such renewal and provided that in no event shall any Letter of Credit or renewal thereof expire after the date that is five Business Days prior to the Maturity Date. (d) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of the applicable Issuing Bank, such Lender's Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. 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 an Event of 22 Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (e) If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Agent an amount equal to such LC Disbursement, not later than 1:30 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:30 p.m., New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.04 that such payment be financed with an ABR Borrowing in an equivalent amount and, to the extent so financed, the Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing. If the Borrower fails to make such payment when due, then the Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender's Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.02 with respect to Standard Borrowings made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Agent of any payment from the Borrower pursuant to this paragraph, the Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse any Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. (f) The 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 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, or (iv) 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 provide a right of setoff against, the Borrower's obligations hereunder. None of the Agent, the Lenders, any of 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 in the interpretation of the terms of any Letter of Credit or any consequence arising from causes beyond the control of the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower or any Lender to the extent of any damages suffered by the Borrower or any Lender that are caused by such 23 Issuing Bank's gross negligence or wilful 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 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) The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Bank shall promptly notify the Agent and the 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 relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to such LC Disbursement. (h) If an Issuing Bank shall make any LC Disbursement, then, unless the 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 Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans; provided that, at all times after the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, Section 2.10 shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the applicable Issuing Bank shall be for the account of such Lender to the extent of such payment. (i) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Agent, in the name of the Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that 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 the Borrower described in clause (j) of Article VII. Each such deposit shall be held by the Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the Borrower's 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 Agent to reimburse the applicable 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 Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. 24 SECTION 2.06. Refinancings. The Borrower may refinance all or any part of any Borrowing with a Borrowing of the same or a different Type made pursuant to Section 2.03 or Section 2.04, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standard Borrowings and Standard Borrowings with Competitive Borrowings. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.08 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Agent or by the Agent to the Borrower pursuant to Section 2.02(c); provided, however, that (i) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Agent for distribution to the Lenders described in (ii) below, (ii) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Agent shall return the difference to such Lender out of amounts received pursuant to (i) above, and (iii) to the extent any Lender fails to pay the Agent amounts due from it pursuant to (i) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 and shall be payable by the Borrower. SECTION 2.07. Fees. (a) The Borrower agrees to pay to each Lender, through the Agent, on each March 31, June 30, September 30 and December 31, and on the Maturity Date or on any earlier date on which the Commitment of such Lender shall have been terminated and its outstanding Loans repaid, a facility fee (a "Facility Fee") equal to the applicable Facility Fee Percentage per annum on the amount of the Commitment of such Lender, whether used or unused (or, after the termination of such Commitment, the outstanding Loans and LC Exposure of such Lender), during the preceding quarter (or shorter period commencing with the date hereof or ending with the Maturity Date or the date of such termination and repayment). All Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be. The Facility Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the Maturity Date or any earlier date on which the Commitment of such Lender shall have terminated (but shall in any event accrue until all Loans made by such Lender have been repaid). (b) The Borrower agrees to pay (i) to the Agent for the account of each Lender a participation fee (a "Participation Fee") with respect to its participations in Letters of Credit, which shall accrue at the Applicable Spread used to determine interest on Eurodollar Loans 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 Closing Date to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the applicable Issuing Bank a fronting fee (a "Fronting Fee"), which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the applicable Issuing Bank (on the date hereof or such later date as the applicable Lender shall become an Issuing Bank) on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the applicable 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 25 date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the applicable 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 and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to each Lender, through the Agent, on each March 31, June 30, September 30 and December 31 and on each date on which the Commitment of such Lender shall be terminated or reduced as provided herein, a utilization fee of 0.250% per annum (a "Utilization Fee") (i) on such Lender's pro rata portion (based on the ratio of such Lender's Commitment to the Total Commitment) of the aggregate principal amount of all of the outstanding Loans for each day during the preceding quarter (or other period commencing on the date hereof or ending with the Maturity Date or any date on which the Commitment of such Lender shall be terminated and its outstanding Loans repaid in full) on which the sum of the outstanding Loans, including Competitive Loans, and the aggregate LC Exposure exceeds 50% of the Total Commitment and (ii) after the termination of such Lender's Commitment (other than as a result of the termination of the Commitments due to the occurrence of an Event of Default under clause (a) or (b) of Article VII), on the principal amount of such Lender's outstanding Loans and such Lender's LC Exposure. The Utilization Fee shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Utilization Fee due to each Lender shall be payable in arrears and shall commence to accrue on the date hereof and cease to accrue on the earlier of the Maturity Date and the date on which the Commitment of such Lender is terminated and its outstanding Loans repaid in full as provided herein. (d) The Borrower agrees to pay the Agent, for its own account, agent and administrative fees (the "Administrative Fees") at the times and in the amounts agreed upon in the letter agreement dated July 11, 2002, between the Borrower and the Agent. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Agent for distribution (or to the applicable Issuing Bank, in the case of fees payable to it), if and as appropriate, among the Lenders. Once paid, none of the Fees shall be refundable under any circumstances. SECTION 2.08. Repayment of Loans; Evidence of Debt. (a) The outstanding principal balance of each Competitive Loan and Standard Loan shall be payable on the last day of the Interest Period applicable to such Loan and on the Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Agent hereunder from the Borrower and each Lender's share thereof. 26 (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) of this Section 2.08 shall, to the extent permitted by applicable law, be rebuttable evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms. SECTION 2.09. Interest on Loans. (a) Subject to the provisions of Section 2.10, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurodollar Standard Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Spread, and (ii) in the case of each Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus) the Margin offered by the Lender making such Loan and accepted by the Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.10, the CD Loans comprising each CD Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the CD Rate for the Interest Period in effect for such Borrowing plus the Applicable Spread. (c) Subject to the provisions of Section 2.10, the ABR Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate in effect from time to time during the Interest Period applicable to such ABR Borrowing plus the Applicable Spread. (d) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the Borrower pursuant to Section 2.03. (e) Subject to the provisions of Section 2.10, interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan. The LIBO Rate and Adjusted LIBO Rate, the CD Rate and Adjusted CD Rate or the Alternate Base Rate for each Interest Period or day within an Interest Period shall be determined by the Agent in accordance with the terms and conditions of this Agreement, and such determination shall be conclusive absent manifest error. SECTION 2.10. Default Interest. If the Borrower shall default in the payment of the principal of or interest on any Loan or any other amount becoming due hereunder, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, the Borrower shall on demand from time to time from the Agent or the Majority Lenders pay interest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the Alternate Base Rate plus 1%. SECTION 2.11. Unavailability of LIBO Rate and CD Rate Quotations. (a) In the event that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have determined that it is not possible to ascertain a LIBO Rate for such Interest Period as contemplated in the definition of LIBO Rate in Section 1.01, the Agent shall, as soon as practicable thereafter, 27 give written or telecopy notice of such event to the Borrower and the Lenders, in which event any request by the Borrower for a Eurodollar Borrowing for such Interest Period shall be deemed to be a request for a CD Borrowing. (b) In the event, and on each occasion, that on the day on which the Interest Period for any CD Borrowing commences the Agent shall have determined that it is not possible to ascertain a CD Rate for such Interest Period as contemplated in the definition of CD Rate in Section 1.01, the Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the Lenders, in which event any request by the Borrower for a CD Loan for such Interest Period shall be of no force or effect and no Borrowing shall be made pursuant to such request. SECTION 2.12. Termination, Reduction and Addition of Commitments. (a) The Commitments shall be automatically terminated on the Maturity Date. (b) Upon at least three Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Commitment; provided, however, that each partial reduction of the Total Commitment shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000. (c) Each reduction in the Total Commitment hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. The Borrower shall pay to the Agent for the account of the Lenders, on the date of each termination or reduction, the Facility Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. (d) The Borrower may from time to time request that one or more additional financial institutions be added as Lenders under this Agreement with Commitments agreed upon by the Borrower and such financial institutions. In the event of any such request, such financial institutions shall become parties to and Lenders under this Agreement upon the execution of one or more agreements to that effect in the form (appropriately completed) of Exhibit D (and without any action being required on the part of any other Lender), and upon the effectiveness of any such agreement, Schedule 2.01 shall be automatically amended to reflect the Commitment of each new Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments shall become effective under this Section unless, on the date of such increase, the Agent shall have received a certificate dated as of the effective date of such increase and executed by an Authorized Officer, confirming compliance with the conditions set forth in paragraphs (b) and (c) of Section 4.01 (with all references in such paragraphs to a Borrowing being deemed to be references to such increase). Following any extension of a new Commitment pursuant to this paragraph, any Standard Loans outstanding prior to the effectiveness of such extension shall continue to be outstanding until the ends of the respective Interest Periods applicable thereto and shall then be repaid and, if the Borrower shall so elect, refinanced with new Standard Loans made pursuant to Section 2.01 ratably in accordance with the Commitments in effect following such extension. SECTION 2.13. Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay without premium or penalty any Borrowing (including a Competitive Borrowing), in whole or in part, upon giving written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Agent: (i) before 5:00 p.m., New York City time, three Business Days prior to prepayment, in the case of Eurodollar Loans, (ii) before 5:00 p.m., New York City time, two Business Days prior to prepayment, in the case of CD Loans or Fixed Rate Loans, 28 and (iii) before 10:00 a.m., New York City time, one Business Day prior to prepayment, in the case of ABR Loans; provided, however, that each partial prepayment of a Borrowing shall be in an amount which is an integral multiple of $1,000,000 and not less than $5,000,000. (b) On the date of any termination or reduction of the Commitments pursuant to Section 2.12(b), the Borrower shall pay or prepay so much of the outstanding Borrowings, selected at the Borrower's sole option, as shall be necessary in order that the sum of the aggregate principal amount of the Competitive Loans and Standard Loans outstanding plus the aggregate LC Exposure will not exceed the Total Commitment after giving effect to such termination or reduction. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments under this Section 2.13 shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment. (d) In the event any prepayment is made in respect of any Loan (or in the event any Lender is required to transfer a Loan), other than (i) any ABR Loan and (ii) any Loan the prepayment, payment or transfer of which is made by Borrower pursuant to its right to prepay, repay or require the transfer of such Loan under Sections 2.14, 2.15; 2.19 or 9.05 or upon the Lender's exercise of its option pursuant to Section 9.14, or in the event the Borrower shall fail to make any Borrowing after notice of such Borrowing shall have been given hereunder, the Borrower shall pay to such Lender, promptly upon the written request of such Lender (which request shall be accompanied by a certificate as described below), such amount as shall be necessary to reimburse such Lender for the loss, if any, reasonably incurred by such Lender as a result of such prepayment or transfer or failure to borrow arising from inability due to general market conditions to recover the cost of deposits or other funds acquired by such Lender to fund such Loan, in the liquidation of such deposits or other funds so acquired (or from the reemployment thereof if such reemployment would result in less of a funding loss to such Lender); provided, that any such funding loss shall not in any event exceed the cost incurred by such Lender to obtain such deposit or other funds, minus the fair market value thereof realizable by such Lender in the liquidation thereof. Such Lender shall use reasonable efforts to avoid or minimize any such loss. Such Lender's claim, if any, shall be accompanied by a certificate setting forth in reasonable detail (including the calculations made in determining) the reason for and the amount of such loss, which certificate shall be conclusive in the absence of manifest error. Prepayments of ABR Borrowings shall be without penalty, premium or other cost of any kind. SECTION 2.14. Reserve Requirements; Change in Circumstances. (a) In the event that at any time or from time to time during the term of this Agreement any Eurodollar Reserve Requirement shall be applicable to deposits acquired in respect of any Eurodollar Loan the Lender making such Eurodollar Loan shall promptly notify the Borrower in writing of any imposition of or change in or prospective imposition of or change in any Eurodollar Reserve Requirement, whether in respect of an outstanding Eurodollar Loan or any possible future Eurodollar Loan, and, for as long as such Eurodollar Reserve Requirement shall be effective, the Borrower shall, upon written request from such Lender (with a copy of such request to the Agent), pay to such Lender at the end of each Interest Period for such Eurodollar Loan, an additional amount equal to the difference between the interest accrued based upon the LIBO Rate and the interest that would have accrued had the Adjusted LIBO Rate been applicable to the Eurodollar 29 Loan of such Lender. Each Lender represents that on the date it becomes a Lender hereunder it is not subject to (and does not incur) any Eurodollar Reserve Requirement. (b) In the event that at any time or from time to time during the term of this Agreement any CD Reserve Requirement or Assessment Rate shall be applicable to deposits acquired in respect of any CD Loan the Lender making such CD Loan shall promptly notify the Borrower in writing of any imposition of or change in or prospective imposition of or change in any CD Reserve Requirement or Assessment Rate, whether in respect of an outstanding CD Loan or any possible future CD Loan, and, for as long as such CD Reserve Requirement or Assessment Rate shall be effective, the Borrower shall, upon written request from such Lender (with a copy of such request to the Agent), pay to such Lender at the end of the Interest Period for such CD Loan, an additional amount equal to the difference between the interest accrued based upon the CD Rate and the interest that would have accrued had the Adjusted CD Rate been applicable to the CD Loan of such Lender. Each Lender represents that its current CD Reserve Requirement and Assessment Rate are as set forth on Schedule 2.01. (c) Notwithstanding any other provision herein, if after the date of this Agreement, either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) compliance by any Lender or Issuing Bank or its holding company with any directive, guideline or request of any Governmental Body (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or its holding company, so as to increase the minimum amount of capital required to be maintained by such Lender or Issuing Bank or its holding company based upon the existence of this Agreement, the Commitment of such Lender and/or any Loans made or Letters of Credit issued hereunder and such requirement applies equally to other corporate borrowers similarly situated in the United States of America, then the Borrower shall pay to such Lender or Issuing Bank or its holding company amounts sufficient to compensate such Lender or Issuing Bank or its holding company, in light of such circumstances, to the extent that such Lender or Issuing Bank or its holding company reasonably and equitably determines such increase in required capital over the capital of such Lender or Issuing Bank or its holding company in place on the date hereof or on the date the Lender becomes a Lender (by assignment) or an Issuing Bank becomes an Issuing Bank to be allocable to this Agreement, to the Commitment of such Lender or such Issuing Bank (or the unused portion thereof), or to any Loans made by such Lender or Letters of Credit issued by such Issuing Bank hereunder and such requirement applies equally to other corporate borrowers similarly situated in the United States of America, it being understood that in no event shall the cost allocable, and/or amount charged, to the Borrower under this paragraph (c) exceed the cost allocable, and/or amount charged, with respect to any similar agreement between such Lender or such Issuing Bank and corporate borrowers located in the United States generally, in each instance determined ratably with respect to the relative transactional amounts. Each Issuing Bank and Lender represents that, to its best knowledge on the date hereof or on the date the Lender becomes a Lender (by assignment) or an Issuing Bank becomes an Issuing Bank it would not be required to increase its capital or to otherwise incur any increased capital costs in respect of this Agreement under existing laws, rules, regulations, directives or guidelines (whether or not currently in effect) of any Governmental Body. (d) A certificate of a Lender or an Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (c) above shall be delivered to the Borrower (with a copy to the Agent) and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank the amount 30 shown as due on any such certificate delivered by it within 10 days after the receipt of the same. No Lender or Issuing Bank shall be entitled to any compensation for any additional costs under this Section 2.14 requested by such Lender or Issuing Bank unless such Lender or Issuing Bank shall have notified the Borrower that it will request compensation for such additional costs not more than 30 days after the date such additional costs were incurred. (e) The Borrower may at any time following its receipt from any Lender or Issuing Bank of a notice of the occurrence or prospective occurrence of any imposition of or increase in the Eurodollar Reserve Requirement, the CD Reserve Requirement, the Assessment Rate or capital requirements or costs of such Lender or such Issuing Bank terminate the Commitment of such Lender and repay any outstanding Loans of such Lender (together with all accrued interest and Facility Fee and Utilization Fee, if any) on the effective date of such termination, which repayments, if any, shall be without premium, penalty or other cost of any kind and shall not be subject to the requirements of Sections 2.16 and 2.13(d). SECTION 2.15. Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Body charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written or telecopy notice to the Borrower and to the Agent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standard Borrowing shall, as to such Lender only, be without effect and void unless such declaration shall be subsequently withdrawn; and (ii) require (if required by law to do so) that all outstanding Eurodollar Loans made by it be converted to CD Loans, in which event all such Eurodollar Loans shall be automatically converted to CD Loans with an Interest Period agreed upon by the Borrower and such Lender as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the Loans of such Lender resulting from the conversion of such Eurodollar Loans. The Borrower may in any event prepay any Loan resulting from the conversion of any Eurodollar Loan under this Section within five Business Days after such conversion. (b) For purposes of this Section 2.14, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower. (c) In the event that any Lender shall (i) give Borrower any notice contemplated by, or exercise its rights under, this Section 2.14 or (ii) unless Borrower shall fail to meet the conditions set forth at Section 4.01, any Lender for any reason fails to fund any Loan, the Borrower may at any time terminate the Commitment of the Lender 31 and repay any outstanding Loans of such Lender (together with all accrued interest and Facility Fee and Utilization Fee, if any) on the effective date of such termination, which repayment, if any, shall be without premium, penalty or other cost of any kind and shall not be subject to the requirements of Sections 2.16 and 2.13(d). SECTION 2.16. Pro Rata Treatment. Except as required or permitted under Section 2.12(d), 2.13, 2.14, 2.15, 2.19, 2.20, 9.05 or 9.14, each Standard Borrowing, each payment or prepayment of principal of any Standard Borrowing, each payment of interest on the Standard Loans, each payment of the Utilization Fee, each reduction of the Commitments and each refinancing of any Borrowing with a Standard 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 Standard Loans). Each payment of principal of any Competitive Borrowing shall be allocated pro rata among the Lenders participating in such Borrowing in accordance with the respective principal amounts of their outstanding Competitive Loans comprising such Borrowing. Each payment of interest on any Competitive Borrowing shall be allocated pro rata among the Lenders participating in such Borrowing in accordance with the respective amounts of accrued and unpaid interest on their outstanding Competitive Loans comprising such Borrowing. For purposes of determining the available Commitments of the Lenders at any time, each outstanding Competitive Borrowing shall be deemed to have utilized the Commitments of the Lenders (including those Lenders which shall not have made Loans as part of such Competitive Borrowing) pro rata in accordance with such respective Commitments. Each Lender agrees that in computing such Lender's portion of any Borrowing to be made hereunder, the Agent may, in its discretion, round each Lender's percentage of such Borrowing to the next higher or lower whole dollar amount. SECTION 2.17. Reimbursement of LC Disbursements-Pro Rata Treatment. Each reimbursement of LC Disbursements shall be allocated pro rata among the Lenders in accordance with the amounts of such unreimbursed LC Disbursements then due to them. SECTION 2.18. Payments. (a) The Borrower shall make each payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder not later than 3:00 p.m., New York City time, on the date when due in Dollars to the Agent (except as otherwise provided herein) at its offices at 270 Park Avenue, New York, New York, in immediately available funds, except payments to be made directly to any Issuing Bank as expressly provided herein. Any payment required to be made to the Lenders shall be deemed made when made to the Agent and shall, insofar as the obligations of the Borrower are concerned, be deemed to have been received by the Lenders at the time of receipt by the Agent (which shall promptly forward such payment to the Lenders). In the event the Lenders shall receive payments in an amount less than the amounts at the time due hereunder, the amounts received shall be applied first against the principal of Loans 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, second against accrued interest, third against accrued Fees, fourth against amounts due under Section 2.14 or 2.19, and fifth against any other amounts due hereunder. (b) Whenever any payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next 32 succeeding Business Day, and such extension of time shall in the case of a payment of principal be included in the computation of interest. SECTION 2.19. Taxes. (a) All payments by the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes, and if the Borrower shall be required to deduct any Indemnified Taxes from any such payment, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Agent or the applicable Lender or Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Body in accordance with applicable law. (b) The Borrower shall indemnify the Agent and each Lender and each Issuing Bank for the full amount of any Indemnified Taxes paid by such Agent or Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section). A certificate as to the amount of such payment or liability setting forth in reasonable detail the circumstances giving rise thereto and the calculations used to determine in good faith such amount delivered to the Borrower by the Agent or Lender or Issuing Bank shall be conclusive absent manifest error. (c) As soon as practicable after any payment of Indemnified Taxes by the Borrower to a Governmental Body, the Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent. (d) Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the United States of America or any treaty to which the United States of America is a party, with respect to payments made to it under this Agreement shall deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. Notwithstanding anything to the contrary contained in this Section 2.19, any Lender that has not provided to the Borrower the executed documentation required to be provided to the Borrower pursuant to this Section 2.19 shall not be entitled to any payment of additional amounts pursuant to Section 2.19(a) or indemnification pursuant to Section 2.19(b) with respect to any deduction or withholding that would not have been required if such Lender had provided such documentation. (e) Each Lender, on the date it becomes a Lender hereunder, will designate lending offices for the Loans to be made by it such that, on such date, it will not be liable for any withholding tax that is imposed by the United States of America (or any political subdivision thereof) on payments to it by the Borrower from an office within such jurisdiction. (f) Each Lender represents and warrants unto, and covenants and agrees with, the Borrower that (i) on the date it becomes a Lender hereunder such Lender is exempt from United States Federal withholding tax (including backup withholding, as such term is defined in the Code), and from any other withholding tax, assessment, charge or other Taxes (other than Excluded Taxes) imposed by any Governmental Body, on any 33 amount payable to it under this Agreement, and has heretofore delivered to the Borrower such evidence as may be required by law to claim or substantiate any such exemption (stating the provisions of law and/or treaty under which such exemption is claimed); (ii) such Lender will notify the Borrower promptly, so long as any amount is due under this Agreement, upon its becoming aware of the occurrence or of any prospective occurrence of any event which would result in any such withholding tax exemption not being available to such Lender; and (iii) such Lender will indemnify and hold the Borrower harmless from and against any loss, cost or liability imposed by a Governmental Body or incurred by the Borrower in defense of any claim by a Governmental Body, including all reasonable out-of-pocket expenses the Borrower may incur as a direct result of its reliance on the foregoing representations, or the failure of such Lender to give prompt notice of any event resulting in any said withholding tax exemption not being available to such Lender. (g) In no event shall the Borrower have any obligation to "gross up" amounts due under this Agreement in respect of Excluded Taxes. (h) The representations, warranties and agreements contained in this Section 2.19 shall survive the termination of this Agreement and the payment in full of the Loans. SECTION 2.20. Termination or Assignment of Commitments. The Borrower shall have the right (in addition to its rights pursuant to Sections 2.12(b), 2.14, 2.15, 2.19 and 9.05), at its own expense, at any time upon notice to any Lender and the Agent, (i) to terminate the Commitment of such Lender (provided that such termination shall be effective only if the Borrower has obtained a new Commitment of an existing Lender or a new Lender in an amount such that the Total Commitment shall equal or exceed the lesser of (1) the Total Commitment in effect on the date hereof and (2) the Total Commitment (excluding the new Commitment) in existence immediately preceding the termination of such Lender's Commitment pursuant to this Section 2.20(i)) or (ii) to require such Lender to transfer and assign without recourse all its interests, rights and obligations under this Agreement to another financial institution reasonably acceptable to the Agent which shall assume such obligations (and such Lender shall be simultaneously released therefrom); provided that (x) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Body applicable to such affected Lender and (y) the Borrower or the assignee, as the case may be, shall (i) pay to the affected Lender in immediately available funds on the effective date of such termination of assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder then outstanding and accrued and unpaid Facility Fees, Participation Fees and Utilization Fees and any amounts which Borrower had theretofore been notified were accruing in respect of such Loans under Section 2.14, which payments shall not be subject to the provisions of Section 2.16 and (ii) arrange for the termination and replacement on the effective date of such assignment of any Letter of Credit issued by such Lender in its capacity as an Issuing Bank. ARTICLE III. REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants to each of the Lenders that: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. 34 (b) The execution, delivery and performance of this Agreement by the Borrower are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, will not violate any provision of any existing law or regulation or order or decree of any court or Governmental Body or of the Amended Articles of Incorporation or Code of Regulations of the Borrower, as each is amended to date, or of the unwaived terms of any mortgage, indenture, agreement or other instrument to which the Borrower is a party or which is binding upon it or its assets, and will not result in the creation or imposition of any security interest, lien, charge or encumbrance on any of its assets pursuant to the provisions of any of the foregoing. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Body or court is required to be made or effected by the Borrower for the due execution and delivery of this Agreement by the Borrower and for the performance by the Borrower of the obligations on its part to be performed under this Agreement. (d) This Agreement constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (e) The Consolidated Financial Statements of the Borrower and its Subsidiaries present fairly, in all material respects, the financial position of the Borrower and its Consolidated Subsidiaries at December 31, 2001 and 2000 and the Consolidated results of their operations and their Consolidated cash flows for each of the three years in the period ended December 31, 2001, in conformity with generally accepted accounting principles. (f) The Borrower is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (g) Neither the Borrower nor any Subsidiary is a "holding company", or a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended. (h) The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock, within the meaning of Regulation U of the Board. (i) Neither (i) the Information Memorandum nor (ii) any of the other reports, financial statements, certificates or other information furnished by the Borrower to the Agent or any Lender in accordance with the terms of this Agreement (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state 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 any projected financial information or other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. 35 ARTICLE IV. CONDITIONS OF EXTENSIONS OF CREDIT The obligation of each Lender to make Loans, and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit hereunder is subject to the satisfaction of the following conditions: SECTION 4.01. All Extensions of Credit. On the date of each Borrowing, including each Borrowing in which Loans are refinanced with new Loans as contemplated by Section 2.06 and on the date that any Issuing Bank is obligated to issue, amend, renew or extend any Letter of Credit: (a) The Agent shall have received a notice of such Borrowing or a request for such issuance, amendment, renewal or extension of any Letter of Credit as required by Section 2.03, Section 2.04 or Section 2.05(b), as applicable. (b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date of such Borrowing or on 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. (c) No event shall have occurred and be continuing on and as of the date of such Borrowing or on the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or would result from such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable or from (after giving effect to) the application of the proceeds of such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, which constitutes an Event of Default. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.01. SECTION 4.02. At Closing. On the Closing Date, (a) the Agent shall have received the following (in the case of (i), (ii), (iii), (iv) and (v), each dated the Closing Date): (i) from the Borrower, the Agent and Lenders representing at least the Majority Lenders under the Existing Credit Agreement, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) an opinion of the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Borrower addressed to the Lenders, the Issuing Banks and the Agent in substantially the form of Exhibit B hereto; (iii) a certified copy of the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Agreement; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the Authorized Officers; 36 (v) a certificate signed by an Authorized Officer, confirming compliance with the conditions set forth in paragraphs (b) and (c) of Section 4.01 and paragraph (b) of this Section and certifying that except for the legal proceedings identified or referred to on Schedule III (with respect to which such Authorized Officer makes no representation or warranty), there is no pending or, to the knowledge of such Authorized Officer, threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, Governmental Body or arbitrator, which could reasonably be expected to have a material adverse effect on the business, assets or condition of the Borrower and its Subsidiaries taken as a whole; and (vi) all Fees and other amounts due and payable on or prior to the Closing Date; (b) there shall not have occurred any material adverse change in the business, assets or condition of the Borrower and its Subsidiaries taken as a whole since December 31, 2001; (c) the 364-Day Amendment and Restatement shall have been entered into by the Borrower, the Agent and the Lenders under and as defined in the Borrower's 364- Day Credit Agreement; and (d) the Term Loan Agreement Amendment shall have been entered into by the Borrower, the Agent and the Majority Lenders under and as defined in the Borrower's Term Loan Agreement. ARTICLE V. AFFIRMATIVE COVENANTS The Borrower covenants and agrees with each Lender and the Agent that, so long as the Commitment of such Lender shall remain in effect or the principal of or interest on any Loan by such Lender shall be unpaid, and until all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, unless the Majority Lenders shall otherwise consent in writing, the Borrower will: (a) Interest Coverage Ratio. Maintain, as at the end of each fiscal quarter of the Borrower, a ratio of Consolidated Operating Income for the Annual Period then ended to Consolidated Interest Expense for such Annual Period then ended of not less than the ratio set forth below opposite such period:

Period Ending Minimum Ratio - ------------- ------------- September 30, 2002 and December 31, 2002 2.75 to 1.00 March 31, 2003 3.00 to 1.00 June 30, 2003 3.25 to 1.00 September 30, 2003 and each Annual Period ending thereafter 3.50 to 1.00

(b) Net Worth. Maintain, as at the end of each fiscal quarter of the Borrower, Consolidated Net Worth at an amount not less than $3,800,000,000 plus 50% of the cumulative amount of Net Income for each fiscal quarter ended after December 31, 2000 and excluding any such fiscal quarter for which Net Income shall have been negative. 37 (c) Reporting Requirements. Furnish to the Agent, together with sufficient number of copies for each of the Lenders: (i) as soon as available and in any event not later than 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a conformed copy of the Borrower's Quarterly Report on Form 10-Q for such quarter as filed with the Securities and Exchange Commission, together with (1) a Schedule of Compliance, signed by an Authorized Officer setting forth computations used by the Borrower in determining compliance with the covenants contained in paragraphs (a) and (b) of this Article V and in paragraphs (a), (b), (c) and (d) of Article VI and (2) a certificate of an Authorized Officer stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower has taken and proposes to take with respect thereto; and (ii) as soon as available and in any event not later than 120 days after the end of each fiscal year of the Borrower, a conformed copy of the Borrower's Annual Report on Form 10-K for such year as filed with the Securities and Exchange Commission, together with (1) a Schedule of Compliance, signed by an Authorized Officer setting forth computations used by the Borrower in determining compliance with the covenants contained in paragraphs (a) and (b) of Article V, and in paragraphs (a), (b), (c) and (d) of Article VI, and (2) a certificate of an Authorized Officer stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower has taken and proposes to take with respect thereto; and (iii) as soon as practicable and in any event within ten Business Days after any Authorized Officer of the Borrower obtains actual knowledge of the occurrence of any Event of Default, a statement of an Authorized Officer setting forth details of such Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; and (iv) promptly after the filing thereof, copies of all reports (in addition to Forms 10-K and 10-Q) filed by the Borrower with the Securities and Exchange Commission (other than annual reports on Form 11-K) pursuant to the Exchange Act; and (v) such other publicly available information relating to the financial condition or business operations of the Borrower as the Agent or any Lender may from time to time reasonably request. (d) Preservation of Corporate Existence. Preserve and maintain its corporate existence; provided, that the Borrower may merge or transfer its assets in a transaction permitted by paragraph (e) of Article VI. (e) Pari Passu with Certain Existing Credit Agreements. Ensure that the Lenders remain pari passu with the lenders under the 364-Day Amendment and Restatement and the lenders under the Borrower's Term Loan Agreement. 38 ARTICLE VI. NEGATIVE COVENANTS The Borrower covenants and agrees with each Lender and the Agent that, so long as the Commitment of such Lender shall remain in effect or the principal of or interest on any Loan by such Lender shall be unpaid, and until all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, unless the Majority Lenders shall otherwise consent in writing, the Borrower will not: (a) Limitation on Liens. Issue, assume or guarantee, or permit any Subsidiary to issue, assume or guarantee, Debt if such Debt is secured by a Lien upon any Manufacturing Facility without providing (concurrently with the issuance, assumption or guarantee of any such Debt) that the Loans shall be secured equally and ratably with such Debt; provided, however, that the foregoing restriction shall not apply to: (i) any Lien on property if such Lien is in existence at the time of the acquisition of such property by the Borrower or a Subsidiary; (ii) any Lien on property to secure the payment of all or any part of the purchase price of such property or to secure any Debt incurred (prior to, at the time of, or within 360 days after, the acquisition by the Borrower or a Subsidiary of such property) for the purpose of, or in connection with, financing all or any part of the purchase price thereof; (iii) any Lien on property of a corporation or other entity if such Lien was in existence prior to the time such corporation or other entity is merged into or consolidated with the Borrower or a Subsidiary or prior to the time of a sale, lease or other disposition of the properties of an entity as an entirety or substantially as an entirety to the Borrower or a Subsidiary; (iv) any Lien on property in favor of the United States of America, any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, in favor of any other country or any political subdivision thereof, or in favor of any other Governmental Body, to secure partial, progress, advance or other payments, or performance of any other obligations, pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Lien; or (v) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (iv), inclusive; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal, or replacement Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property). Notwithstanding the foregoing, (A) the Borrower or any Subsidiary may issue, assume or guarantee Debt secured by a Lien on a Manufacturing Facility of the Borrower which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with the aggregate principal amount of all other such Debt of the Borrower and the Subsidiaries secured by Liens on Manufacturing Facilities of the Borrower outstanding at the time of such issuance, assumption or guarantee (but excluding Debt permitted by the foregoing clauses (i) to (v), inclusive), does not at such 39 time exceed fifteen percent (15%) of the Consolidated Net Worth of the Borrower as at the end of the then most recently completed fiscal year of the Borrower, and (B) the Borrower or any Subsidiary may issue, assume or guarantee Debt secured by a Lien on a Manufacturing Facility of a Subsidiary which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with the aggregate principal amount of all other such Debt of the Borrower and the Subsidiaries secured by Liens on Manufacturing Facilities of Subsidiaries outstanding at the time of such issuance, assumption or guarantee (but excluding Debt permitted by the foregoing clauses (i) to (v), inclusive), does not at such time exceed fifteen percent (15%) of the Consolidated Net Worth of the Borrower as at the end of the then most recently completed fiscal year of the Borrower. (b) Limitation on Debt. Issue, incur, assume or guarantee, or permit any Subsidiary to issue, incur, assume or guarantee, any Debt if, immediately after giving effect to the issuance, incurrence, assumption or guarantee of such Debt and after giving effect to the receipt and application of any and all proceeds thereof, the aggregate principal amount of the Consolidated Debt of the Borrower and the Subsidiaries would, at the end of any fiscal quarter of the Borrower, exceed the sum of (x) $5,000,000,000 plus (y) the Supplemental Amount, if any, at such date. For the purpose of this paragraph (b), if any such Debt is payable in a currency other than Dollars and all or any portion of the principal amount of such Debt is hedged into Dollars, then the principal amount thereof, or such portion thereof, shall be the amount of Dollars specified in, or determined pursuant to, the applicable hedging contract. (c) Limitation on Secured Debt of Borrower and Domestic Subsidiaries. Issue, incur, assume or guarantee, or permit any Domestic Subsidiary to issue, incur, assume or guarantee, Debt secured by a Lien or Liens upon any assets other than property or other assets constituting Manufacturing Facilities or accounts receivable (and related rights including, without limitation, rights to return merchandise) ("Designated Secured Debt") if, immediately after giving effect to the issuance, incurrence, assumption or guarantee of such Debt and after giving effect to the receipt and application of any and all proceeds thereof, the aggregate principal amount of the Designated Secured Debt of the Borrower and the Domestic Subsidiaries would exceed $100,000,000. (d) Limitation on Sale-Leaseback Transactions and Debt of Domestic Subsidiaries. Permit the sum of (i) the aggregate principal amount of the Debt of Domestic Subsidiaries, other than Debt secured by a Lien or Liens upon property or assets constituting Manufacturing Facilities or accounts receivable (and related rights, including, without limitation, rights to returned merchandise) and (ii) the aggregate Attributable Debt in connection with all Sale-Leaseback Transactions of the Borrower and the Domestic Subsidiaries to exceed $400,000,000 at any time. (e) Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person; except that (i) any Subsidiary may merge into or transfer assets to or obtain assets from the Borrower, and (ii) the Borrower may merge with or acquire all or substantially all of the assets of any Person, provided in any such case that, immediately after giving effect to such proposed transaction, no Event of Default would exist and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation. (f) ERISA Liabilities. Create or suffer to exist, as at the end of any fiscal quarter of Borrower, any ERISA Liabilities of the Borrower in an aggregate amount in excess of $750,000,000. 40 (g) Negative Pledge. Enter into, or permit any Subsidiary organized under the laws of the United States or any state, territory or possession thereof to enter into, any covenant or other agreement that by its terms limits the ability of the Borrower or any such Subsidiary to pledge its accounts receivable or inventory or proceeds thereof to secure indebtedness. ARTICLE VII. EVENTS OF DEFAULT So long as any Commitment shall be in effect or any amount of the principal of or accrued interest on any Borrowing shall be unpaid, and until all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, in case of the occurrence and continuance of any of the following events ("Events of Default"): (a) The Borrower shall fail to pay the principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when due and any such failure shall remain unremedied for more than two Business Days after the earlier of (i) the day on which an Authorized Officer first obtains actual knowledge of such failure or (ii) written notice of such failure shall have been given to the Borrower by the Agent, any Lender or any Issuing Bank; or (b) The Borrower shall fail to pay any Fees when due and such failure shall remain unremedied for more than ten Business Days after the earlier of (i) the day on which an Authorized Officer first obtains actual knowledge of such failure or (ii) written notice of such failure shall have been given to the Borrower by the Agent, any Lender or any Issuing Bank; or (c) The Borrower shall fail to pay interest on any Loan when due, and such failure shall remain unremedied for more than five Business Days after the earlier of (i) the day on which an Authorized Officer first obtains actual knowledge of such failure or (ii) written notice of such failure shall have been given to the Borrower by the Agent or any Lender; or (d) Any representation or warranty made by the Borrower in this Agreement or by the Borrower (or any of its Authorized Officers) in any certificate delivered pursuant to this Agreement, or deemed to have been made pursuant to and in accordance with Section 4.01 of this Agreement, shall prove to have been incorrect in any material respect when made; provided, that if any such representation or warranty is capable of being rendered true and correct in all material respects, such event shall not constitute an Event of Default unless such incorrect representation or warranty is not rendered true and correct in all material respects within thirty days after the earlier of (i) the day on which an Authorized Officer first obtains actual knowledge of such event or (ii) the day written notice thereof shall have been given to the Borrower by the Agent or any Lender; or (e) The Borrower shall fail to perform or observe any covenant or agreement set forth in paragraph (a) or (b) of Article V or in paragraph (b), (c) or (d) of Article VI; or (f) The Borrower shall fail to perform or observe any other covenant or agreement set forth in this Agreement on its part to be performed or observed and such failure shall remain unremedied for more than thirty days after the earlier of (i) the day on which an Authorized Officer first obtains actual knowledge of such 41 failure or (ii) written notice thereof shall have been given to the Borrower by the Agent or any Lender; or (g) The Borrower shall fail to pay any principal of Funded Debt of the Borrower which is then outstanding in a principal amount in excess of $25,000,000 at the scheduled maturity thereof, such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Funded Debt, and such Funded Debt is not paid within ten Business Days after the earlier of (i) the day on which an Authorized Officer first obtains actual knowledge of such failure or (ii) written notice of such failure shall have been given to the Borrower by the holder or holders of such Funded Debt; or Funded Debt of the Borrower which is then outstanding in a principal amount in excess of $25,000,000 shall become due and payable prior to the scheduled maturity thereof as a result of the lawful acceleration thereof due to the occurrence of an event of default thereunder (other than an event of default resulting from a pledge or transfer of any margin stock, as defined in Regulation U of the Board) and such Funded Debt is not paid, or such acceleration thereof is not rescinded or annulled, within ten Business Days following such lawful acceleration thereof; or (h) Any event shall occur that shall constitute an event of default under any cross-default or cross-acceleration provision contained in any agreement or instrument governing or evidencing Funded Debt of the Borrower which is then outstanding in a principal amount in excess of $25,000,000 if such provision permits the lawful acceleration of such Funded Debt under circumstances that would not constitute an Event of Default pursuant to clause (g) above; or (i) The Borrower shall sell or otherwise dispose of all or substantially all of its assets; or (j) The Borrower shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower seeking to adjudicate it a debtor or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property, and, if instituted against the Borrower, is consented to by it or remains undismissed or unstayed for a period of 90 consecutive days; or the Borrower shall take any corporate action to authorize any of the actions set forth above in this clause (j); then, and in every such event (other than the entry of an order for relief with respect to the Borrower as a debtor under the Federal Bankruptcy Code), and at any time thereafter during the continuance of such event, the Agent, at the request of the Required Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein to the contrary notwithstanding; provided, that in the event of the entry of an order for relief with respect to Borrower as a debtor under the 42 Federal Bankruptcy Code, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein to the contrary notwithstanding. ARTICLE VIII. THE AGENT In order to expedite the transactions contemplated by this Agreement, JPMorgan Chase Bank is hereby appointed to act as Agent on behalf of the Lenders and, where applicable, any Issuing Banks. Each of the Lenders and each of the Issuing Banks hereby irrevocably authorizes the Agent to take such actions on behalf of such Lender and such Issuing Bank, as the case may be, and to exercise such powers as are specifically delegated to the Agent by the terms and provisions hereof, together with such actions and powers as are reasonably incidental thereto. The Agent is hereby expressly authorized by the Lenders and the Issuing Banks, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and any Issuing Banks all payments of principal of and interest on the Loans and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender or any Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which the Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by the Agent. Neither the Agent nor any of its directors, officers, employees or agents shall be liable to any Lender or Issuing Bank as such for any action taken or omitted by any of them except for its or his own gross negligence or wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower of any of the terms, conditions (except delivery to the Agent of the items required by Section 4.02 to be delivered to it), covenants or agreements contained in this Agreement. The Agent shall not be responsible to the Lenders or the Issuing Banks for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Majority Lenders or the Required Lenders, as the case may be, and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Agent shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or Persons. Neither the Agent nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure of or delay in performance or breach by any Lender or Issuing Bank of any of its obligations hereunder or to any Lender or Issuing Bank on account of the failure of or delay in performance or breach by any other Lender, Issuing Bank or the Borrower of any of its respective obligations hereunder or in connection herewith. The Agent may execute any and all duties hereunder by or through agents or employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. 43 The Lenders and the Issuing Banks hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying the Lenders, any Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Required 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 and the Issuing Banks, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor bank, 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 the Agent's resignation hereunder, the provisions of this Article and Section 9.05 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. With respect to the Loans made and the Letters of Credit issued or participated in by it hereunder, the Agent in its individual capacity and not as Agent shall have the same rights and powers as any other Lender or Issuing Bank and may exercise the same as though it were not the Agent, and the Agent may accept deposits from, lend money to and generally engage in any kind of business with the Borrower as if it were not the Agent. Each Lender agrees (i) to reimburse the Agent, on demand, in the amount of its pro rata share (based on its Commitment, or, after the Commitments have expired or been terminated, the amount of its outstanding Loans and LC Exposure hereunder) of any expenses incurred for the benefit of the Lenders by the Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrower and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Agent or any of them in any way relating to or arising out of this Agreement or any action taken or omitted by it or any of them under this Agreement, to the extent the same shall not have been reimbursed by the Borrower; provided that no Lender shall be liable to the Agent or any other indemnitee for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of the Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender 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 also acknowledges that it will, independently and without reliance upon the Agent or any other Lender 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. 44 Notwithstanding any other provision herein, each Lender and each Issuing Bank acknowledges that the Agent is not acting as an agent of the Borrower and that the Borrower will not be responsible for any acts or failures to act on the part of the Agent. ARTICLE IX. MISCELLANEOUS SECTION 9.01. Notices. Except as otherwise expressly provided herein, notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, priority mail, mailed by certified or registered mail or sent by telecopy, as follows: (a) if to the Borrower, to it at 1144 East Market Street, Akron, Ohio 44316-0001, Attention of the Treasurer (Telecopy No. 330-796-1021 or 330-796-8836); (b) if to the Agent, to JPMorgan Chase Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of Janet Belden (Telecopy No. 212-552-5658), with a copy to JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017, Attention of Julie S. Long (Telecopy No. 212-270-5127); (c) if to any Issuing Bank, to it at the address most recently specified by it in a notice delivered to the Agent and the Borrower; and (d) if to a Lender, to it at its address (or telecopy number) set forth in Schedule 2.01. 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 if delivered by hand or overnight courier service or sent by telecopy (as evidenced by machine transmission report), or on the date five Business Days after dispatch by certified or registered mail, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the Lenders and the Issuing Banks and shall survive the making by the Lenders of the Loans and the issuance by any Issuing Bank of any Letters of Credit, regardless of any investigation made by the Lenders or the Issuing Bank or on their behalf, 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 and so long as the Commitments have not been terminated and so long as any Letter of Credit remains outstanding. SECTION 9.03. Binding Effect; Successors and Assigns. (a) This Agreement shall become effective on August 13, 2002, subject to the satisfaction of conditions precedent set forth in Section 4.02, and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agent, any Issuing Bank and each Lender and their respective successors and assigns, except that (i) the Borrower shall not have the right to assign its rights hereunder or any interest herein or to delegate any of its duties hereunder without the prior written consent of all the Lenders and (ii) no Lender shall 45 have the right to assign or participate its rights hereunder or any interest herein or to delegate any of its duties hereunder without the prior written consent of the Borrower and each Issuing Bank (which consent shall not be unreasonably withheld; provided that such consent shall not be required (a) in the case of an assignment or participation to a Lender or (b) in the case of the Borrower's consent, if an Event of Default shall have occurred and be continuing) and the giving of written notice (also signed by the Borrower where the Borrower's consent is required) to the Agent. (b) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include any successors and permitted assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrower, the Agent, any Issuing Bank or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and permitted assigns. (c) Notwithstanding the limitations set forth in this Section 9.03, any Lender may at any time assign all or any portion of its rights under this Agreement to a Federal Reserve Bank without the prior written consent of the Borrower or the Agent; provided that no such assignment shall release a Lender from any of its obligations hereunder or substitute any such Bank for such Lender as a party hereto. In order to facilitate such an assignment to a Federal Reserve Bank, the Borrower shall, at the request of the assigning Lender, duly execute and deliver to the assigning Lender a promissory note or notes in the form of Exhibit E hereto evidencing the Loans made to the Borrower by the assigning Lender hereunder. SECTION 9.04. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. SECTION 9.05. Waivers; Amendment. (a) No failure or delay of the Agent, any Issuing Bank or any Lender in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power or preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agent, the Issuing Banks and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision of this Agreement or consent to any departure by the 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. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Majority Lenders; provided, however, that no such agreement shall (i) amend, modify or otherwise affect the rights or duties of the Agent hereunder without the prior written consent of the Agent, (ii) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any Facility Fees or Utilization Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or any Facility Fees or Utilization Fee, without the prior written consent of each Lender affected thereby, (iii) change or extend the Commitment or decrease the Facility Fees or the Utilization Fee of any Lender without the prior written consent of such Lender, or (iv) amend or modify the provisions of Section 2.16, the provisions of this Section 9.05(b) or the definition of "Majority Lenders" or "Required Lenders", without the prior written consent of each Lender; provided that the provisions referred to in the 46 preceding clauses (ii), (iii) and (iv) may be amended by the Majority Lenders; but any Lender which declines to approve any such amendment shall have the right at any time, on 10 Business Days' notice to the Borrower, to terminate its Commitment and require the Borrower to pay the principal of and interest on its outstanding Loans and Facility Fees and Utilization Fee, and the amount of the principal and interest so paid shall be determined without giving effect to such amendment. All prepayments made pursuant to this Section 9.05(b) shall be without premium, penalty or other cost of any kind and shall not be subject to the requirements of Sections 2.16 and 2.13(d). (c) Following the expiration or termination of Commitments hereunder, all amendments shall require, in addition to any approval required under paragraph (b) above, the approval of Lenders representing at least a majority of the aggregate principal amount of the Loans outstanding (or, in the case of amendments to the provisions referred to in clauses (ii), (iii) and (iv) of Section 9.05(b) above, all Lenders affected thereby). (d) No agreement shall decrease the Participation Fees or the rate of interest on such Participation Fees, or extend the scheduled payment date for the payment of or of any interest on Participation Fees, or waive or excuse any such payment, or any part thereof without the prior written consent of each Lender affected thereby; provided, that the proviso in Section 9.05(b) above shall be applicable to this paragraph (d), and all references in such proviso in paragraph (b) to Facility Fees and Utilization Fees shall be deemed to include in addition, such Participation Fees. (e) No agreement shall (i) waive, modify or amend the rights or duties hereunder of any Issuing Bank in its capacity as an Issuing Bank, (ii) decrease the amount of any Fronting Fees or (ii) extend the scheduled date for the payment of any Fronting Fees without the prior written consent of each Issuing Bank affected thereby. SECTION 9.06. Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers (requested by or for the benefit of the Borrower) of the provisions hereof, (ii) all reasonable out-of-pocket expenses incurred by any 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 Agent, any Issuing Bank or any Lender in connection with the enforcement of its rights under this Agreement. (b) The Borrower agrees to indemnify the Agent, each Issuing Bank, the Lenders, their Affiliates, and the respective directors, officers, employees and agents of such Persons (each such Person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, arising out of any claim, litigation, investigation or proceeding relating to (i) the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby or (ii) the use by the Borrower of the proceeds of the Loans or any Letter of Credit (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); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such 47 Indemnitee or from the breach of any obligations of such Indemnitee set forth in this Agreement. SECTION 9.07. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the applicable interest rate, together with all fees and charges which are treated as interest under applicable law (collectively the "Charges"), as provided for herein, or otherwise contracted for, charged, received, taken or reserved by any Lender, shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder to such Lender, together with all Charges payable to such Lender, shall be limited to the Maximum Rate. SECTION 9.08. Entire Agreement. This Agreement and the letter agreement referred to in Section 2.07(d) constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement. Nothing in this Agreement, expressed or implied, is intended to confer upon any party other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement. SECTION 9.09. Information; Access and Confidentiality. So long as any Commitments shall be in effect, any Letter of Credit shall be outstanding or any Loans or reimbursement obligations in respect of LC Disbursements shall remain unpaid: (i) the Lenders and any Issuing Bank, acting through their officers and other duly designated employees, shall have the right to discuss the affairs, finances and accounts of the Borrower and the Subsidiaries with senior financial officers and employees of the Borrower at such reasonable times and intervals as the Lenders and any Issuing Bank shall reasonably request; and (ii) the Borrower will make available to the Lenders and any Issuing Bank such other information relating to the financial condition or business operations of the Borrower and the Subsidiaries as the Lenders shall from time to time reasonably request. Notwithstanding anything herein to the contrary, in no event shall the Borrower be required to furnish to the Lenders any information pursuant to this Section 9.09 if the Borrower shall reasonably determine that the furnishing of such requested information would be in violation of any applicable law, regulation or order of any Governmental Body or if such information relates to the Borrower's strategic planning, research, development, testing, manufacturing or marketing activities and the furnishing thereof would, in the sole judgment of the Borrower reasonably exercised, adversely affect the competitive position of the Borrower. Each Lender and Issuing Bank agrees that all such information provided to such Lender or such Issuing Bank (or any officer or employee of such Lender or such Issuing Bank) is confidential and proprietary to the Borrower and that such Lender or such Issuing Bank will not disclose (other than to the directors, officers and employees of such Lender or such Issuing Bank who require such information in connection with such Lender's or such Issuing Bank's administration of this Agreement and who have been directed to treat such information as confidential and proprietary to the Borrower and other than to bank examiners with jurisdiction over such Lender or such Issuing Bank who request such information) any such information (excluding information which becomes (i) generally available to the public other than as a result of the disclosure thereof by such Lender or such Issuing Bank or its representatives in breach of this Section 9.09 or (ii) available to such Lender or such Issuing Bank on a non-confidential basis from a source other than the Borrower or the Subsidiaries or any of their respective directors, officers, employees, agents or representatives, provided such source is not known to such Lender or such Issuing Bank to be bound by a confidentiality agreement with the Borrower), except to the extent such Lender or such Issuing Bank is, in the opinion of legal counsel to such Lender or such Issuing Bank, required by law to 48 disclose such information and then only after such Lender or such Issuing Bank shall have given the Borrower at least five (5) days' prior written notice of such required disclosure or, if such prior notice period is not available to such Lender under applicable law, such shorter notice period, if any, as shall in fact be available to such Lender or such Issuing Bank under applicable law. SECTION 9.10. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the legal and economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 9.11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 9.03. SECTION 9.12. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. SECTION 9.13. Jurisdiction; Consent to Service of Process. (a) Each party to this Agreement irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, 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 related hereto, 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. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. (b) Each party to this Agreement 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 New York State or Federal court. 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. (c) 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 9.14. Stamp Taxes. The Borrower agrees to pay, and to save the Agent and each Lender harmless from all liability for, any stamp, transfer, documentary or similar taxes, assessments or charges (herein "Stamp Taxes"), and any penalties or interest with respect thereto, which may be assessed, levied, collected or imposed, or otherwise become payable, in connection with the execution and delivery of this Agreement. The Agent and each Lender represents and warrants unto the Borrower that, at the date of this Agreement, there are not Stamp Taxes in effect which are 49 applicable to this Agreement or any Loans which may be made hereunder and the Agent and each Lender agrees that it will promptly notify the Borrower upon becoming aware of the imposition or prospective imposition of any Stamp Taxes in respect of this Agreement or any Loan made pursuant to this Agreement. The obligations of the Borrower, the Agent and each Lender under this Section 9.14 shall survive the payment of the Loans. SECTION 9.15. 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 (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. SECTION 9.16. Change of Control Option. (a) In the event there shall occur any Change of Control (as defined below) each Lender shall have the right, at its option exercisable at any time within six months following the Change Date (as defined below), to require the Borrower (i) to purchase the Loans of such Lender on the Purchase Date (as defined below) at a purchase price which shall be equal to the sum of (i) the principal amount of such Loans then outstanding, plus (ii) any and all accrued and unpaid interest on such Loans and Fees to the Purchase Date (the "Purchase Price") and (ii) to deposit in an account with the Agent, in the name and for the benefit of such Lender, an amount in cash equal to the LC Exposure of such Lender as of such date plus any accrued and unpaid interest thereon. Each such deposit shall be held by the Agent as collateral for the payment of amounts due to such Lender in connection with LC Disbursements. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option of the Agent and with the approval of the Borrower (but with the consent of such Lender) and at the Borrower's 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 Agent to reimburse the applicable Issuing Bank for such Lender's share of LC Disbursements for which it has not been reimbursed. Any remaining amounts held by the Agent under this paragraph for the account of any Lender shall be returned to the Borrower within three Business Days after all Letters of Credit have expired or been drawn in full and all related LC Disbursements have been repaid. (b) The Borrower shall give the Lenders, through the Agent, written notice of the occurrence of a Change of Control within five Business Days following the Change Date. No failure of the Borrower to give notice of a Change of Control shall limit the right of any Lender to require the purchase of its Loans pursuant to this Section 9.16. (c) Any Lender may exercise its right to require the purchase of its Loans under this Section 9.16 by delivering to the Borrower at any time within six months after the Change Date written notice thereof, specifying the Purchase Date. The Commitment of any Lender exercising its right to require the purchase of its Loans under this Section 9.16 shall automatically terminate immediately upon the Borrower's receipt of such Lender's written notice of such exercise of its option in accordance with this Section 9.16; provided that such Lender shall continue to be liable to purchase 50 participations in Letters of Credit outstanding on the date of such notice (but not any subsequently issued Letters of Credit) as provided in Section 2.05(d). (d) In the event of the exercise by any Lender of its option under this Section 9.16 in the manner provided herein, the Borrower shall pay or cause to be paid to such Lender on the Purchase Date the Purchase Price (determined in accordance with paragraph (a) above), and shall deposit with the Agent the amount referred to in clause (ii) of paragraph (a) above, in each case in immediately available funds. No exercise of the option granted in this Section 9.16 shall be subject to the requirements of Sections 2.16 and 2.13(d). (e) As used in this Section 9.16, the term: (1) "Change Date" means the date on which any Change of Control shall be deemed to have occurred; provided, that, if the Borrower shall fail to give timely notice of the occurrence of a Change of Control to the Lenders as provided in paragraph (b) above, for the purpose of determining the duration of the Lenders' rights to require prepayment under this Section 9.16, "Change Date" shall mean the earlier of (i) the date on which notice of a Change of Control is duly given by the Borrower to the Agent or (ii) with respect to any Lender, the date on which such Lender obtains actual knowledge of the Change of Control. (2) "Change of Control" means when, and shall be deemed to have occurred at such time as, a "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the then outstanding Voting Stock of the Borrower; provided, that fifty percent shall become 70% with respect to any "employee benefit plan" (as defined in Section 3(3) of ERISA) maintained by the Borrower or any Subsidiary or any trust or funding vehicle maintained for or pursuant to such "employee benefit plan". (3) "Purchase Date" means, with respect to any Lender, the date on which the Borrower shall purchase the Loans of such Lender pursuant to the exercise by such Lender of its option under this Section 9.16, pursuant to a notice given to the Borrower in accordance with paragraph (c) of this Section 9.16, which date shall be a Business Day not less than 90 nor more than 120 days after the date such Lender gives the Borrower written notice of such exercise. (4) "Voting Stock" shall mean capital stock of the Borrower of any class or classes (however designated) the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of the Board of Directors of the Borrower, it being understood that, at the date hereof, the Common Stock, without par value, of the Borrower is the only outstanding class of capital stock of the Borrower which constitutes "Voting Stock". 51 IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders 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/ Stephanie W. Bergeron -------------------------------------- Name: Stephanie W. Bergeron Title: Senior Vice President JPMORGAN CHASE BANK, individually and as Agent, by /s/ Julie S. Long -------------------------------------- Name: Julie S. Long Title: Vice President 52 SIGNATURE PAGE TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF AUGUST 13, 2002, among THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Agent. Name of Institution: BANK ONE, NA by /s/ Michael B. Kelly -------------------------------------- Name: Michael B. Kelly Title: Associate BANK OF AMERICA, N.A. by /s/ Matthew J. Reilly -------------------------------------- Name: Matthew J. Reilly Title: Vice President BNP PARIBAS by /s/ Rosalie C. Hawley -------------------------------------- Name: Rosalie C. Hawley Title: Director by /s/ Peter Labrie -------------------------------------- Name: Peter Labrie Title: Central Region Manager CIBC INC. by /s/ Dominic J. Sorresso -------------------------------------- Name: Dominic J. Sorresso Title: Executive Director CIBC World Markets Corp., as Agent 53 CITICORP USA, INC. by /s/ Brian Y. Ike -------------------------------------- Name: Brian Y. Ike Title: Director COMMERZBANK AKTIENGESELLSCHAFT NEW YORK AND GRAND CAYMAN BRANCHES by /s/ Graham A. Warning -------------------------------------- Name: Graham A. Warning Title: Assistant Treasurer by /s/ John Marlatt -------------------------------------- Name: John Marlatt Title: Senior Vice President ROYAL BANK OF CANADA by /s/ Gordon C. MacArthur -------------------------------------- Name: Gordon C. MacArthur Title: Senior Manager BANK OF TOKYO-MITSUBISHI TRUST COMPANY by /s/ J. Stanton -------------------------------------- Name: J. Stanton Title: Vice President 54 CREDIT SUISSE FIRST BOSTON by /s/ Robert Hetu -------------------------------------- Name: Robert Hetu Title: Director by /s/ Mark Heron -------------------------------------- Name: Mark Heron Title: Associate DEUTSCHE BANK SECURITIES INC. by /s/ Dr. Michael C. Dietz -------------------------------------- Name: Dr. Michael C. Dietz Title: Director by /s/ Hans-Josef Thiele -------------------------------------- Name: Hans-Josef Thiele Title: Director SUMITOMO MITSUI BANKING CORPORATION by /s/ Edward D. Henderson, Jr. -------------------------------------- Name: Edward D. Henderson, Jr. Title: Joint General Manager 55 ABN AMRO BANK N.V. by /s/ David C. Sagers -------------------------------------- Name: David C. Sagers Title: Group Vice President by /s/ John J. Mack -------------------------------------- Name: John J. Mack Title: Group Vice President BANCA NAZIONALE DEL LAVORO S.P.A., NEW YORK BRANCH by /s/ Francesco DiMario -------------------------------------- Name: Francesco DiMario Title: Vice President by /s/ Carlo Vecchi -------------------------------------- Name: Carlo Vecchi Title: Senior Vice President BARCLAYS BANK PLC by /s/ Nicholas Bell -------------------------------------- Name: Nicholas Bell Title: Director CREDIT LYONNAIS NEW YORK BRANCH by /s/ Lee E. Greve -------------------------------------- Name: Lee E. Greve Title: First Vice President 56 KEYBANK NATIONAL ASSOCIATION by /s/ Michael J. Vegh -------------------------------------- Name: Michael J. Vegh Title: Portfolio Manager NATIONAL CITY BANK by /s/ Janice E. Focke -------------------------------------- Name: Janice E. Focke Title: Senior Vice President THE NORTHERN TRUST COMPANY by /s/ Craig L. Smith -------------------------------------- Name: Craig L. Smith Title: Vice President SOCIETE GENERALE by /s/ Anne-Marie Dumortier -------------------------------------- Name: Anne-Marie Dumortier Title: Vice President 57 STANDARD CHARTERED BANK by /s/ Larry Fitzgerald -------------------------------------- Name: Larry Fitzgerald Title: Vice President by /s/ Vijayant K. Jain -------------------------------------- Name: Vijayant K. Jain Title: Asst. Vice President DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES by /s/ Deborah Carlson -------------------------------------- Name: Deborah Carlson Title: Director by /s/ Stephen Kovach -------------------------------------- Name: Stephen Kovach Title: Vice President MIZUHO CORPORATE BANK, LTD. by /s/ Hideki Shirato -------------------------------------- Name: Hideki Shirato Title: Deputy General Manager and Group Head EX-4.2 4 l96733aexv4w2.txt EX-4.2 364-DAY REVOLVING CREDIT AGREEMENT Exhibit 4.2 CONFORMED COPY ================================================================================ AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENT Dated as of August 13, 2002 among THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS NAMED HEREIN, and JPMORGAN CHASE BANK as Agent =========================== J.P. MORGAN SECURITIES INC. acted as Advisor, Lead Arranger and Bookrunner ================================================================================ [CS&M Ref. No. 6701-174] TABLE OF CONTENTS Article Section Page I. DEFINITIONS ............................................................1 1.01. Defined Terms ..............................................1 1.02. Terms Generally ...........................................15 II. THE CREDITS ...........................................................15 2.01. Commitments ...............................................15 2.02. Loans .....................................................15 2.03. Competitive Bid Procedure .................................17 2.04. Standard Borrowing Procedure ..............................19 2.05. Refinancings ..............................................19 2.06. Fees ......................................................19 2.07. Repayment of Loans; Evidence of Debt; Conversion and Continuation of Standard Borrowings ...................20 2.08. Interest on Loans .........................................22 2.09. Default Interest ..........................................22 2.10. Unavailability of LIBO Rate and CD Rate Quotations ........22 2.11. Termination and Reduction of Commitments; Extension of Commitment Termination Date and Maturity Date ..........23 2.12. Prepayment ................................................24 2.13. Reserve Requirements; Change in Circumstances .............25 2.14. Change in Legality ........................................26 2.15. Pro Rata Treatment ........................................27 2.16. Payments ..................................................28 2.17. Taxes .....................................................28 2.18. Termination or Assignment of Commitments ..................30 III. REPRESENTATIONS AND WARRANTIES ........................................30 IV. CONDITIONS OF LENDING .................................................31 4.01. All Borrowings ............................................31 4.02. At Closing ................................................32 V. AFFIRMATIVE COVENANTS .................................................33 VI. NEGATIVE COVENANTS ....................................................34 VII. EVENTS OF DEFAULT .....................................................37 VIII. THE AGENT .............................................................39 IX. MISCELLANEOUS .........................................................41 9.01. Notices ...................................................41 9.02. Survival of Agreement .....................................41 9.03. Binding Effect; Successors and Assigns ....................41 9.04. Applicable Law ............................................42 9.05. Waivers; Amendment ........................................42 9.06. Expenses; Indemnity .......................................43 9.07. Interest Rate Limitation ..................................43 9.08. Entire Agreement ..........................................43 9.09. Information; Access and Confidentiality ...................43 9.10. Severability ..............................................44 9.11. Counterparts ..............................................44 9.12. Headings ..................................................44 9.13. Jurisdiction; Consent to Service of Process ...............45 9.14. Stamp Taxes ...............................................45 9.15. WAIVER OF JURY TRIAL ......................................46 9.16. Change of Control Option ..................................46 Exhibit A-1 Form of Competitive Bid Request Exhibit A-2 Form of Notice of Competitive Bid Request Exhibit A-3 Form of Competitive Bid Exhibit A-4 Form of Competitive Bid Accept/Reject Letter Exhibit A-5 Form of Standard Borrowing Request Exhibit B Form of Opinion of Counsel Exhibit C Form of Schedule of Compliance Exhibit D Form of Agreement Providing for Additional Lender Exhibit E Form of Promissory Note to Facilitate Assignments to Federal Reserve Banks Exhibit F Form of Five-Year Amendment and Restatement Exhibit G Form of Term Loan Agreement Amendment Schedule 2.01 Commitments; Addresses for Notices and Reserve Percentages Schedule III Certain Litigation AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENT dated as of August 13, 2002, among THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation (the "Borrower"), the lenders listed in Schedule 2.01 (together with their successors and permitted assigns, the "Lenders") and JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Agent"). The Borrower has requested the Lenders to extend credit to the Borrower in order to enable it to borrow on a standby revolving credit basis on and after the date hereof and at any time and from time to time prior to the Commitment Termination Date (as herein defined), and thereafter to have outstanding prior to the Maturity Date, a principal amount not in excess of $575,000,000 at any time outstanding. The Borrower has also requested the Lenders to provide a procedure pursuant to which the Borrower may invite the Lenders to bid on an uncommitted basis on borrowings by the Borrower. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forth. Accordingly, the Borrower, the Lenders and the Agent agree as follows: ARTICLE I. DEFINITIONS SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans. "ABR Loan" shall mean any Standard Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II. "Adjusted CD Rate" shall mean, with respect to any CD Loan, the rate per annum (rounded upward, if necessary, to the nearest 1/1000th of 1%) equivalent to the sum of (i) the quotient of (x) the CD Rate with respect to the Interest Period in respect of such CD Loan, divided by (y) one minus the CD Reserve Requirement of the applicable Lender, if any, plus (ii) the Assessment Rate of the applicable Lender, if any. The Adjusted CD Rate shall be determined as of the first day of, and shall remain constant throughout, the applicable Interest Period. "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar Loan, the rate per annum (expressed as a percentage rounded upward, if necessary, to the nearest 1/1000th of 1%) equivalent to the sum of (i) the quotient of (x) the LIBO Rate for the Interest Period in respect of such Eurodollar Loan, divided by (y) one minus the Eurodollar Reserve Requirement, if any. The Adjusted LIBO Rate shall be the rate appropriately determined to be in effect on the first day of, and shall remain constant throughout, such Interest Period. The Eurodollar Reserve Requirement shall be determined as at the first day of, and shall remain constant throughout, such Interest Period. 2 "Administrative Fees" shall have the meaning assigned to such term in Section 2.06(c). "Alternate Base Rate" shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by the Agent as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective on the date such change is publicly announced as effective. "Federal Funds Effective Rate" shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it. If for any reason the Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Agent to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. "Amended and Restated Five-Year Revolving Credit Agreement" means the Amended and Restated Five-Year Revolving Credit Agreement dated as of August 14, 2001, as amended and as further amended and restated as of the date hereof. "Annual Period" shall mean a period of four complete, consecutive fiscal quarters of the Borrower, taken together and constituting one accounting period. "Applicable Spread" shall mean, for any day, (a) with respect to any Eurodollar Standard Loan or CD Loan, the applicable rate per annum set forth below under the caption "Eurodollar Spread" or "CD Spread", as the case may be, based upon the ratings by S&P and Moody's, respectively, applicable on such day to the Index Debt; provided, that at all times after the Commitment Termination Date, each rate set forth below under the caption "Eurodollar Spread" and "CD Spread" will be increased by 1.00% per annum; and (b) with respect to any ABR Revolving Loan, the applicable rate per annum set forth below under the caption "Eurodollar Spread", as such rate per annum shall have been increased following the Termination Date as set forth in the proviso in clause (a) above, minus 1.00% per annum (but in no event less than zero):

============================================================================================== RATINGS EURODOLLAR SPREAD CD SPREAD (BASIS POINTS (S&P MOODY'S) (BASIS POINTS PER ANNUM) PER ANNUM) - ---------------------------------------------------------------------------------------------- Category 1 BBB /Baa2 or higher 85.0 97.5 - ---------------------------------------------------------------------------------------------- Category 2 BBB-/Baa3 105.0 117.5 - ---------------------------------------------------------------------------------------------- Category 3 BB+ /Ba1 150.0 162.5 - ----------------------------------------------------------------------------------------------

3 - ---------------------------------------------------------------------------------------------- Category 4 lower than BB+/Ba1 or 165.0 177.5 unrated ============================================================================================== For purposes of the foregoing, (i) if either Moody's or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the second following sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 4; (ii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall fall within different Categories, the Applicable Spread shall be based on the lower of the ratings; and (iii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Spread shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Spread shall be determined by reference to the rating most recently in effect prior to such change or cessation. "Assessment Rate" shall mean, at any date as of which any determination thereof is being or to be made and with respect to any CD Loan and the applicable Interest Period in respect of which any determination thereof is being or to be made, the aggregate of the net annual assessment rates or similar fees or charges (expressed on a per annum percentage basis, rounded upward, if necessary, to the nearest 1/1000th of 1%), if any, paid by the Lender making such Loan on its Dollar time deposits in the United States of America insured by the Federal Deposit Insurance Corporation (or any successor agency) or any other Governmental Body which has general jurisdiction over such Lender; such rates, fees or charges, if any, shall be determined by annualizing the then most recent assessment rates or similar fees or charges levied on such Lender by said Corporation or other Governmental Body with respect to such Dollar time deposits evidenced by certificates of deposit or equivalent instruments in amounts and for periods substantially equal to the applicable Interest Period. "Attributable Debt" means, with respect to any Sale-Leaseback Transaction, the present value (discounted at a rate equal to the prevailing yield at the date such Sale-Leaseback Transaction is entered into on United States Treasury obligations having a maturity substantially equal to the term of the lease included in such Sale-Leaseback Transaction plus 3% per annum) of the total obligations of the lessee for rental payments (other than amounts required to be paid on account of taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items which do not constitute payments for property rights or amounts related to contingent rents (such as those based on sales)) 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 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 4 upon which it may be so terminated) or the Attributable Debt determined assuming no such termination. "Authorized Officer" shall mean (i) any of the Chairman of the Board, any Vice Chairman of the Board, any President, any Executive Vice President, any Senior Vice President, any Vice President and the Treasurer of the Borrower, and (ii) in respect of all matters relating to this Agreement other than the execution and delivery of this Agreement, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Borrower and any other person designated in writing by any officer specified in clause (i) above as duly authorized to act on behalf of the Borrower hereunder. "Board" shall mean the Board of Governors of the Federal Reserve System of the United States. "Borrowing" shall mean a group of Loans of a single Type made by the Lenders (or, in the case of a Competitive Borrowing, by the Lender or Lenders whose Competitive Bids have been accepted pursuant to Section 2.03) on a single date and as to which a single Interest Period is in effect. "Business Day" shall mean any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in New York City; provided, however, that, when used in connection with a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market. "CD Borrowing" shall mean a Borrowing comprised of CD Loans. "CD Loan" shall mean any Standard Loan bearing interest at a rate determined by reference to the Adjusted CD Rate in accordance with the provisions of Article II. "CD Rate" shall mean with respect to any CD Borrowing for any Interest Period, the rate of interest (expressed as an annual rate) equal to the rate specified in respect of certificates of deposit or similar instruments having a maturity which is equal or substantially equal to such Interest Period, which rate appears on the display designated as page "FEDM" on the Reuter System (or on such other display on the Reuter System as shall then display rates for the purchase at face value of certificates of deposit or equivalent instruments) at 10:00 a.m., New York City time, on the first day of such Interest Period; provided, that if no rates can be obtained from page "FEDM" of the Reuter System (or such other display), CD Rate shall be equal to the rate set forth under the caption "Certificates of Deposit" in the daily statistical release published by the Federal Reserve Bank of New York entitled "Composite 3:30 p.m. Quotations for U.S. Government Securities", or any successor publication (the "Composite Quotations"), for the first day of such Interest Period in respect of certificates of deposit having a maturity substantially equal to such Interest Period; provided, further, that if no rates are available from the Reuter System or the Composite Quotations, or the Agent or the Borrower shall in good faith reasonably determine (and promptly give notice to the other party of such determination) that the CD Rate in respect of such Interest Period determined as aforesaid is materially higher (as reasonably determined by the Borrower) or lower (as reasonably determined by the Agent) than the prevailing rate of interest the Agent is required to pay to acquire funds evidenced by non-negotiable certificates of deposit in amounts of 5 $1,000,000 or more for a period substantially equal to such Interest Period, then, in any such event, CD Rate shall mean, with respect to such Interest Period and to the applicable CD Borrowing, the arithmetic average (expressed as a percentage rounded upward, if necessary, to the nearest 1/1000th of 1%) of the offered rates (each expressed as a per annum rate) offered by leading New York City dealers in negotiable certificates of deposit at 10:30 a.m., New York City time, on the first day of such Interest Period for the purchase at face value from the Agent of negotiable certificates of deposit or equivalent instruments in amounts of $1,000,000 or more for the period of, or for a period comparable or substantially equal to, such Interest Period. "CD Reserve Requirement" shall mean, at any date as of which any determination thereof is being or to be made and with respect to any CD Loan and the applicable Interest Period in respect of which any determination thereof is being or to be made, the amount (expressed as a decimal, rounded upward, if necessary, to six decimal places) equal to the sum of (i) the aggregate of all reserve requirements (including, without duplication, all basic, supplemental, marginal and other reserves) in effect on such date (as established under Regulation D of the Board, or any other regulation of the Board which prescribes reserve requirements applicable to Dollar non-personal time deposits then in effect and applicable to the Lender making such Loan), on Dollar non-personal time deposits in the United States of the type used as a reference in determining the CD Rate and having a maturity equal or comparable to the applicable Interest Period, as and to the extent that such Lender is subject to such requirements, and (ii) the aggregate of all reserve or similar requirements of any other Governmental Body having jurisdiction over such Lender in respect of such Dollar non-personal time deposits in the United States having a maturity equal or comparable to the applicable Interest Period. "Closing Date" shall mean August 13, 2002. "Code" shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time. "Commitment" shall mean, with respect to each Lender, the commitment of such Lender hereunder as set forth in Schedule 2.01 hereto, as such Lender's Commitment may be permanently terminated or reduced from time to time pursuant to Section 2.11. Schedule 2.01 will be deemed to have been appropriately amended to reflect any addition of a Commitment pursuant to Section 2.11(e), assignment pursuant to Section 9.03 or termination or reduction of any Commitment. "Commitment Termination Date" shall mean August 12, 2003, or any later date to which the Commitment Termination Date shall have been extended pursuant to Section 2.11(c). "Competitive Bid" shall mean an offer by a Lender to make a Competitive Loan pursuant to Section 2.03. "Competitive Bid Accept/Reject Letter" shall mean a notification made by the Borrower pursuant to Section 2.03(d) in the form of Exhibit A-4. "Competitive Bid Rate" shall mean, as to any Competitive Bid made by a Lender pursuant to Section 2.03(b), (i) in the case of a Eurodollar Loan, the Margin, and 6 (ii) in the case of a Fixed Rate Loan, the fixed rate of interest offered by the Lender making such Competitive Bid. "Competitive Bid Request" shall mean a request made pursuant to Section 2.03 in the form of Exhibit A-1. "Competitive Borrowing" shall mean a borrowing consisting of a Competitive Loan or concurrent Competitive Loans from the Lender or Lenders whose Competitive Bids for such Borrowing have been accepted by the Borrower under the bidding procedure described in Section 2.03. "Competitive Loan" shall mean a Loan from a Lender to the Borrower pursuant to the bidding procedure described in Section 2.03. Each Competitive Loan shall be a Eurodollar Competitive Loan or a Fixed Rate Loan. "Consolidated" shall refer to the consolidation of the accounts of the Borrower and the Subsidiaries in accordance with generally accepted accounting principles, including principles of consolidation. "Consolidated Debt" shall mean, as at the date as of which any determination thereof is being or to be made, Debt of the Borrower and the Subsidiaries, without duplication, determined on a Consolidated basis in accordance with generally accepted accounting principles. "Consolidated Financial Statements of the Borrower" shall mean the Consolidated balance sheet of the Borrower and Subsidiaries as at December 31, 2001 and 2000 and the Consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2001, and the Notes to Financial Statements in respect thereof, together with the Report of PricewaterhouseCoopers LLP, independent accountants, in respect thereof, all as set forth at pages 52 through 80, inclusive, of the Annual Report on Form 10-K for the Borrower for the year ended December 31, 2001, a copy of which has heretofore been delivered to each of the Lenders. "Consolidated Interest Expense" shall mean, with respect to any Annual Period in respect of which a determination thereof is being or to be made, without duplication and excluding intercorporate transactions among the Borrower and the Subsidiaries, the sum of (i) Consolidated interest accrued in respect of all Consolidated Debt of the Borrower and the Subsidiaries during such Annual Period, whether or not paid and whether expensed or capitalized, calculated and determined after giving effect, as and to the extent permitted by generally accepted accounting principles, to any amounts paid or received by the Borrower or the Subsidiaries under interest rate exchange and similar agreements and arrangements which are intended to hedge or limit interest rates and expenses, plus (ii) amortization of debt expense and discount or premium relating to any such Debt (including and giving effect to any similar amounts paid or received by the Borrower and the Subsidiaries under any such interest rate exchange or similar agreement or arrangement) during such period, whether or not paid and whether expensed or capitalized, plus (iii) the portion of rental expense payable during such period pursuant to all capital lease obligations (which are recorded as Debt) representing imputed interest recorded in accordance with generally accepted accounting principles. 7 "Consolidated Net Worth" shall mean, as at the end of any fiscal quarter in respect of which a determination thereof is being or to be made, the Consolidated stated capital, surplus and retained earnings of the Borrower and the Subsidiaries, before (i) foreign currency translation adjustment and (ii) the effect (on such retained earnings) of the recognition of the one time charge for the "transition obligation" of the Borrower and the Subsidiaries upon the Borrower's adoption of, and under and in accordance with the applicable provisions of, Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits other than Pensions" in 1992. "Consolidated Operating Income" shall mean, with respect to any Annual Period in respect of which a determination thereof is being or to be made, the Consolidated net sales of the Borrower and the Subsidiaries for such Annual Period, plus other income, depreciation and amortization, minus cost of goods sold and selling, administrative and general expense properly attributable to continuing operations of the Borrower and the Subsidiaries for such Annual Period. "Debt" shall mean and shall include, as at the date as of which any determination thereof is being or is to be made and in respect of any Person, without duplication and excluding in the case of the Borrower and the Subsidiaries intercorporate debt and other intercorporate obligations solely among the Borrower and the Subsidiaries, all (i) indebtedness of such Person for borrowed money, (ii) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations of such Person to pay the deferred purchase price of property or services under conditional sales or other similar agreements which provide for the deferral of the payment of the purchase price for a period in excess of one year following the date of such Person's receipt and acceptance of the complete delivery of such property and/or services, (iv) obligations of such Person as lessee under leases which obligations are, in accordance with generally accepted accounting principles, recorded as capital lease obligations, and (v) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) of such Person to purchase or otherwise acquire, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv) above. Whenever any determination of the amount of Debt (or of Consolidated Debt or Funded Debt) is required or permitted to be, or is otherwise being or to be, made for any purpose under this Agreement, the amount of any such Debt denominated in any currency other than Dollars shall be calculated at the Dollar Equivalent of such Debt as at the date as of which such determination of the amount of Debt is being or to be made, except that, if all or any portion of the principal amount of any such Debt which is payable in a currency other than Dollars is hedged into Dollars, the principal amount of such hedged Debt, or the hedged portion thereof, shall be deemed to be equal to the amount of Dollars specified in, or determined pursuant to, the applicable hedging contract. "Dollar Equivalent" shall mean, in respect of any amount of any currency, and as at the date and time as of which any determination thereof is being or to be made, that number of Dollars into which such amount of currency may be converted on such date, which shall be equal to the product of (a) the principal amount of such currency (expressed in standard units of such currency) multiplied by (b) the prevailing spot rate for exchanging such currency into Dollars as quoted on page "Spot" of the Reuter System as at such date and time as of which the determination of Dollar Equivalent is being or to be made, or, if no rate is quoted in respect of such currency on the Reuter System display designated page "Spot" as at such date and time, the prevailing spot rate for exchanging 8 such currency into Dollars in the New York City foreign currency exchange market (or, if a more substantial and liquid market for the exchange of such currency, the London currency exchange market or the currency exchange market in the principal financial center of such currency) as at such date and time. "Dollars" or "$" shall mean lawful money of the United States of America. "Domestic Subsidiary" shall mean any Subsidiary incorporated or organized in, or engaged (directly or through its subsidiaries) primarily in business in, the United States of America, any state, territory or possession thereof or the District of Columbia. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time, and the regulations promulgated and the rulings issued thereunder. "ERISA Liabilities" shall mean, as at the date as of which any determination in respect thereof is being or to be made, the minimum liability with respect to Plans which would be required to be reflected at such time as a liability on the Consolidated balance sheet of the Borrower and the Subsidiaries under paragraphs 36 and 70 of Statement of Financial Accounting Standards No. 87 as such statement may from time to time be amended, modified or supplemented, or under any successor statement issued in replacement thereof. "Eurodollar Borrowing" shall mean a Borrowing comprised of Eurodollar Loans. "Eurodollar Competitive Loan" shall mean any Competitive Loan bearing interest at a rate determined by reference to the LIBO Rate in accordance with the provisions of Article II. "Eurodollar Loan" shall mean any Eurodollar Competitive Loan or Eurodollar Standard Loan. "Eurodollar Reserve Requirement" shall mean, at any date as of which any determination thereof is being or to be made and with respect to any Eurodollar Loan and the applicable Interest Period in respect of which any determination thereof is being or to be made, the amount (expressed as a decimal, rounded upward, if necessary, to six decimal places) of the applicable statutory reserve or similar requirements (including, without duplication, all basic, supplemental, marginal, emergency, special and other reserves), if any, on Eurodollar deposits applicable to and imposed upon the applicable Lender from time to time under regulations issued from time to time by the Board (or any successor) for determining the minimum reserve requirement (including, without limitation, any such reserve requirements under Regulation D of the Board and any emergency, supplemental or other marginal reserve requirements), or by any other Governmental Body having jurisdiction over such Lender, applicable to such Lender with respect to liabilities or assets consisting of or including Eurocurrency liabilities (as defined in Regulation D of the Board, as in effect from time to time) having a term substantially equal to such Interest Period. 9 "Eurodollar Standard Loan" shall mean any Standard Loan bearing interest at a rate determined by reference to the LIBO Rate in accordance with the provisions of Article II. "Event of Default" shall have the meaning assigned to such term in Article VII. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and any successor Federal statute. "Excluded Taxes" shall mean, with respect to any Lender, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America (or any political subdivision thereof), or by the jurisdiction under which such Lender is organized or in which its principal office or any lending office from which it makes Loans hereunder is located, (b) any branch profit taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above, (c) any withholding tax that is imposed by the United States of America (or any political subdivision thereof) on payments to such Lender by the Borrower from an office within such jurisdiction to the extent such tax is in effect and would apply as of the date such Lender becomes a party to this Agreement or relates to payments received by a new lending office designated by such Lender and is in effect and would apply at the time such lending office is designated or (e) any withholding tax that is attributable to such Lender's failure to comply with Section 2.17(e), except, in the case of clause (c) above, to the extent that (i) such 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 the Borrower with respect to such withholding tax pursuant to Section 2.17(a) or (ii) such withholding tax shall have resulted from the making of any payment to a location other than the office designated by the Agent for the receipt of payments of the applicable type from the Borrower. "Facility Fee" shall have the meaning assigned to such term in Section 2.06(a). "Facility Fee Percentage" shall mean, for any day, the applicable rate per annum set forth below under the caption "Facility Fee Percentage", based upon the ratings by S&P and Moody's, respectively, applicable on such day to the Index Debt:

================================================================================ RATINGS FACILITY FEE PERCENTAGE (S&P MOODY'S) (BASIS POINTS PER ANNUM) - -------------------------------------------------------------------------------- Category 1 BBB/Baa2 or higher 15.0 - -------------------------------------------------------------------------------- Category 2 BBB-/Baa3 20.0 - -------------------------------------------------------------------------------- Category 3 BB+/Ba1 25.0 - -------------------------------------------------------------------------------- Category 4 lower than BB+/Ba1 or unrated 35.0 ================================================================================

For purposes of the foregoing, (i) if either Moody's or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the second following sentence of this definition), then such rating agency shall be deemed to 10 have established a rating in Category 4; (ii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall fall within different Categories, the Facility Fee Percentage shall be based on the lower of the ratings; and (iii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Facility Fee Percentage shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Facility Fee Percentage shall be determined by reference to the rating most recently in effect prior to such change or cessation. "Fees" shall mean the Facility Fee, the Utilization Fee and the Administrative Fees. "Fixed Rate" shall mean with respect to any Fixed Rate Borrowing (other than a Eurodollar Competitive Loan), the fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid. "Five-Year Amendment and Restatement" shall mean an amendment and restatement dated as of the date hereof to the Borrower's Amended and Restated Five-Year Revolving Credit Agreement, dated as of August 14, 2001, as amended, substantially in the form attached hereto as Exhibit F. "Fixed Rate Borrowing" shall mean a Borrowing comprised of Fixed Rate Loans. "Fixed Rate Loan" shall mean any Competitive Loan bearing interest at a fixed percentage rate per annum (expressed in the form of a decimal to no more than four decimal places) specified by the Lender making such Loan in its Competitive Bid. "Funded Debt" shall mean and include, as at any date as of which any determination thereof is being or to be made, any Debt of the Borrower which by its terms (i) matures more than one year after the date on which it was issued, incurred, assumed or guaranteed by the Borrower, or (ii) matures one year or less after the date it was issued, incurred, guaranteed or assumed which at such date may be renewed at the sole election or option of the Borrower so as to mature more than one year after such date. "Governmental Body" shall mean the United States of America, any State thereof, any other country or any political subdivision of such other country, or any department, agency, commission, board, bureau or instrumentality of the United States of America, any State thereof, any other country or political subdivision of such other country or any subdivision of any of them, and, to the extent the term is used in respect of the Agent or any Lender, any quasi-governmental body, agency or authority (including any central bank) exercising regulatory authority over the Agent or any Lender pursuant to applicable law in respect of the transactions contemplated by this Agreement. 11 "Indemnified Taxes" shall mean Taxes other than Excluded Taxes. "Index Debt" shall mean the Borrower's senior, unsecured, non-credit-enhanced long-term Debt for borrowed money. "Information Memorandum" means the Confidential Information Memorandum dated July 2002 relating to the Borrower and this Agreement. "Interest Payment Date" shall mean, with respect to any Loan, the last day of the Interest Period applicable thereto and the Maturity Date and, in the case of a Eurodollar Loan or a CD Loan with an Interest Period of more than three months' duration or a Fixed Rate Loan with an Interest Period of more than 90 days' duration, each day that would have been an Interest Payment Date for such Loan had successive Interest Periods of three months' duration or 90 days' duration, as the case may be, been applicable to such Loan and, in addition, the date of any refinancing or conversion of such Loan with or to a Loan of a different Type; provided that with respect to any ABR Loan, Interest Payment Date shall mean the last day of each fiscal quarter. "Interest Period" shall mean (a) as to any Eurodollar Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3, 6 or 12 months thereafter (or, in the case of a Eurodollar Competitive Borrowing, on any day that is 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 or 12 months thereafter), as the Borrower may elect, (b) as to any CD Borrowing, a period of 30, 90 or 180 days' duration, as the Borrower may elect, commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, (c) as to any ABR Borrowing, the period commencing on the date of such Borrowing and ending on the date 90 days thereafter or, if earlier, on the Maturity Date or the date of prepayment of such Borrowing and (d) as to any Fixed Rate Borrowing, the period commencing on the date of such Borrowing and ending on the date specified in the Competitive Bids in which the offers to make the Fixed Rate Loans comprising such Borrowing were extended, which shall not be earlier than seven days after the date of such Borrowing or later than the Maturity Date; provided, however, that 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, in the case of Eurodollar Loans only, 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. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. "Leverage Ratio" shall mean, as at the end of any fiscal quarter in respect of which a determination thereof is being or to be made, the quotient (expressed as a percentage) of (a) the sum of (i) "notes payable to banks and overdrafts", plus (ii) "long term debt due within one year", plus (iii) "long term debt and capital leases" (as each such item is reported on the Consolidated balance sheet of the Borrower and the Subsidiaries as at the end of such fiscal quarter), plus (iv) the net proceeds from the sale of domestic accounts receivable outstanding at the end of such fiscal quarter (determined in a manner consistent with that used in preparing the Borrower's 2001 Annual Report on Form 10-K), divided by (b) the sum of (i) Consolidated Net Worth (without giving effect to the exclusion contained in clause (ii) of the definition of the term "Consolidated Net Worth" 12 and without giving effect to the $499.3 million after-tax writedown of the Borrower's Oil Transportation Segment Assets in December of 1996), plus (ii) the sum obtained pursuant to clause (a) above. "LIBO Rate" shall mean, with respect to any Interest Period relating to a Eurodollar Loan, the rate of interest (expressed as an annual rate) equal to the British Bankers Association (the "BBA") interest settlement rate for United States Dollars (the "BBA Interest Settlement Rate for USD") for a period substantially equal to such Interest Period as quoted at page 3750 of the Telerate Service ("Telerate 3750"), or at such page or display as may replace Telerate 3750 or on such other service as may be nominated by the BBA as the information vendor for the purpose of displaying the BBA Interest Settlement Rate for USD ("BBA Interest Settlement Rate Screen"), for delivery on the first day of such Interest Period, such rate to be established from the quote on Telerate 3750 at 11:00 a.m. (or as near as practicable thereto), London time, two Business Days prior to the first day of such Interest Period (which shall be a Business Day); provided, that, if no rate for the relevant Interest Period is quoted on Telerate 3750, or any successor or substitute BBA Interest Settlement Rate Screen, then the LIBO Rate shall be the rate of interest equal to the arithmetic average (expressed as a percentage rounded upward, if necessary, to the nearest 1/1000th of 1%) of the rates (expressed as annual rates) at which deposits in Dollars in amounts of $5,000,000 or more for a period substantially equal to such Interest Period are offered by the LIBOR Reference Banks to prime banks in the London interbank market for delivery on the first day of such Interest Period, such rates to be established from quotes obtained at (or as near as practicable to) 12:00 noon (London time) two Business Days prior to the first day of such Interest Period (which shall be a Business Day); provided further, that, if with respect to any such Interest Period fewer than two LIBOR Reference Banks are offering quotations, then the LIBO Rate shall be equal to the arithmetic average (rounded upward, if necessary, to the nearest 1/1000th of 1%) of the rates (expressed as annual rates) at which the Reference Banks are offered deposits in Dollars in New York in amounts of $5,000,000 or more for delivery on the first day of such Interest Period for a period substantially equal to the Interest Period by leading banks in the New York interbank market as of 11:00 a.m. (New York time) on the first day of such Interest Period (which shall be a business day). As used herein, the term "LIBOR Reference Banks" shall mean JPMorgan Chase Bank, BNP Paribas, London, and Credit Suisse, London, Limited, and the term "Reference Banks" shall mean Bank of America, N.A., Citibank, N.A., and Commerzbank Aktiengesellschaft. "Lien" shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset or (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset. "Loan" shall mean a Competitive Loan or a Standard Loan, whether made as a Eurodollar Loan, a CD Loan, an ABR Loan or a Fixed Rate Loan, as permitted hereby. "Majority Lenders" shall mean, at any time, Lenders having Commitments representing at least a majority of the Total Commitment. "Manufacturing Facility" shall mean any plant, other facility or equipment owned by the Borrower or a Subsidiary which is used primarily to manufacture automotive or other products, but shall not include (i) retread plants, facilities or 13 equipment, (ii) plants, facilities or equipment which, in the opinion of the Board of Directors of the Borrower, are not of material importance to the total business conducted by the Borrower and the Subsidiaries, or (iii) plants, facilities or equipment which, in the opinion of the Board of Directors of the Borrower, are used primarily for transportation, marketing or warehousing. "Margin" shall mean, as to any Eurodollar Competitive Loan, the margin (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) to be added to or subtracted from the LIBO Rate in order to determine the interest rate applicable to such Loan, as specified in the Competitive Bid relating to such Loan. "Maturity Date" means the Commitment Termination Date or any later date to which the Maturity Date shall have been extended pursuant to Section 2.11(d). "Moody's" shall mean Moody's Investors Service, Inc., and its successors. "Net Income" shall mean, with respect to any period in respect of which a determination is being made or to be made, consolidated net income of the Borrower and the Subsidiaries for such period determined in accordance with generally accepted accounting principles in the United States, as in effect on the Closing Date. "Person" shall mean any natural person, corporation, business trust, joint venture, association, company, partnership or Governmental Body. "Plan" shall mean an employee benefit plan, other than a Multiemployer Plan (as defined in Section 4001(a)(3) of ERISA), which (i) is (or, in the event that any such plan has been terminated within five years of a transaction described in Section 4069 of ERISA, was) maintained for employees of the Borrower (or any trade or business which would be considered as under common control with the Borrower within the meaning of Section 4001(b) of ERISA) and subject to Title IV of ERISA, and (ii) has assets having an aggregate market value in excess of $100,000,000. "Required Lenders" shall mean, at any time, Lenders having Commitments representing at least two-thirds of the Total Commitment or, after the Commitments have terminated or for purposes of acceleration pursuant to clause (ii) of Article VII, Lenders holding Loans representing at least two-thirds of the aggregate principal amount of the Loans outstanding. "Reuter System" shall mean the Reuter Monitor Money Rates Service. "Sale-Leaseback Transaction" means any arrangement whereby the Borrower or a Domestic Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred. "Schedule of Compliance" shall mean a Schedule of Compliance, substantially in the form of Exhibit C, prepared by the Borrower and delivered to the Lenders pursuant to subsection (c) of Article V. 14 "S&P" shall mean Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors. "Standard Borrowing" shall mean a borrowing consisting of simultaneous Standard Loans from each of the Lenders. "Standard Borrowing Request" shall mean a request made pursuant to Section 2.04 in the form of Exhibit A-5. "Standard Loans" shall mean the revolving loans made by the Lenders to the Borrower pursuant to Sections 2.01and 2.04. Each Standard Loan shall be a Eurodollar Standard Loan, a CD Loan or an ABR Loan. "Subsidiary" shall mean any corporation, partnership, limited liability company, joint venture, trust or estate of which (or in which) more than 50% of (i) the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (ii) the interest in the capital or profits of such partnership, limited liability company or joint venture, or (iii) the beneficial interest of such trust or estate, is at the time directly or indirectly owned by the Borrower, by the Borrower and one or more other Subsidiaries, or by one or more other Subsidiaries. "Supplemental Amount" shall mean, as at the end of any fiscal quarter of the Borrower in respect of which a determination thereof is being or to be made, the Dollar amount (if a positive number), if any, which is equal to the product of (x) the remainder obtained by subtracting the Consolidated Net Worth of Borrower at June 30, 2002 from the Consolidated Net Worth of Borrower as at the end of such fiscal quarter, multiplied by (y) .50. "Taxes" shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Body. "Term Loan Agreement" shall mean the Borrower's Three-Year Term Loan Agreement, dated as of March 30, 2001, as amended and as further amended as of the date hereof. "Term Loan Agreement Amendment" shall mean an amendment dated as of the date hereof to the Term Loan Agreement, substantially in the form attached as Exhibit G. "Total Commitment" shall mean at any time the aggregate amount of the Lenders' Commitments, as in effect at such time. 15 "Type", when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, "Rate" shall include the LIBO Rate, the CD Rate, the Alternate Base Rate and the Fixed Rate. "Utilization Fee" shall have the meaning assigned to such term in Section 2.06(b). SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply equally to both 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". All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with generally accepted accounting principles in the United States, as in effect on the Closing Date. ARTICLE II. THE CREDITS SECTION 2.01. Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Standard Loans to the Borrower, at any time and from time to time on and after the date hereof and until (and including) the Commitment Termination Date or the date of any earlier termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Commitment pursuant to Section 2.15, subject, however, to the conditions that (a) at no time shall (i) the sum of (x) the outstanding aggregate principal amount of all Standard Loans made by all Lenders plus (y) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Standard Loans made by each Lender shall equal the product of (i) the percentage which its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Standard Loans made pursuant to Section 2.04. Each Lender's Commitment is set forth opposite its respective name in Schedule 2.01. Such Commitments may be terminated, reduced or extended from time to time pursuant to Section 2.12. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow hereunder, on and after the Closing Date and prior to the Commitment Termination Date, subject to the terms, conditions and limitations set forth herein. SECTION 2.02. Loans. (a) Each Standard Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their Commitments; provided, however, that the failure of any Lender to make any Standard Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Each 16 Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. The Standard Loans or Competitive Loans comprising any Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $25,000,000 in the case of Standard Loans and $5,000,000 in the case of Competitive Loans (or an aggregate principal amount equal to the remaining balance of the available Total Commitment). (b) Each Competitive Borrowing shall be comprised entirely of Eurodollar Competitive Loans or Fixed Rate Loans, and each Standard Borrowing shall be comprised entirely of Eurodollar Standard Loans, CD Loans or ABR Loans, as the Borrower may request pursuant to Section 2.03 or 2.04, as applicable. Borrowings of more than one Type or of the same Type and having different Interest Periods may be outstanding at the same time. For purposes of the foregoing, Loans of different Types and Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans and separate Borrowings. (c) Subject to Section 2.05, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Agent in New York, New York, not later than 11:30 a.m., New York City time, and the Agent shall transfer the entire amount received to the Borrower in Dollars in immediately available funds at the bank and to the account designated by the Borrower as promptly as practicable and in any event by such a time that such funds will be available for retransfer, investment or other use by the Borrower on the borrowing date or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted and Standard Loans shall be made by the Lenders pro rata in accordance with Section 2.15. Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender's portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with this paragraph (c) and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at the Federal Funds Effective Rate; provided that if such Lender does not pay such principal amount to the Agent within five Business Days and the Borrower repays such principal amount on the sixth Business Day, such Lender shall be responsible for interest during such six Business Day period, provided that the Agent, if it shall first have made demand on such Lender and shall not have received payment, may recover such interest from the Borrower. If such Lender shall pay to the Agent such corresponding amount within five Business Days, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 17 SECTION 2.03. Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $25,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction of, the Borrower, and the Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender shall elect not to make a Competitive Bid, such Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall promptly notify the Borrower by telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each bid. The Agent shall send a copy of all Competitive Bids to the 18 Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above (and the Competitive Bids accepted need not be in any minimum aggregate amount except as provided below in this paragraph). The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter in the format of Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount that the Borrower desires to borrow, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount that the Borrower desires to borrow less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iii) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iii) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. The Borrower may accept Competitive Bids in an aggregate principal amount in excess of the principal amount specified in the relevant Competitive Bid Request. A notice given by the Borrower in the form of a Competitive Bid Accept/Reject Letter pursuant to this paragraph (d) shall be irrevocable. (e) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate or Rates) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loans in respect of which its Competitive Bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their Competitive Bids to the Agent pursuant to paragraph (b) above. 19 (h) All notices required by this Section 2.03 shall be given in accordance with Section 9.01. SECTION 2.04. Standard Borrowing Procedure. In order to request a Standard Borrowing, the Borrower shall hand deliver or telecopy to the Agent notice thereof in the form of Exhibit A-5 (a) in the case of a Eurodollar Standard Borrowing or a CD Borrowing, not later than 3:00 p.m., New York City time, three Business Days before a proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Borrowing. No Fixed Rate Loan shall be requested or made pursuant to a Standard Borrowing Request. Such notice shall be irrevocable and shall in each case specify (i) whether the Borrowing then being requested is to be a Eurodollar Standard Borrowing, a CD Borrowing or an ABR Borrowing; (ii) the date of such Standard Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Standard Borrowing or CD Borrowing, the Interest Period with respect thereto. If no Interest Period with respect to any Eurodollar Standard Borrowing or CD Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration, in the case of a Eurodollar Standard Borrowing, or one month's duration, in the case of a CD Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.04 of its election to refinance a Standard Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing and the Agent will advise the Borrower that such notice has not been received (but shall not be liable to the Borrower for any unintentional omission to do so). The Agent shall promptly advise the Lenders of any notice given or deemed to have been given pursuant to this Section 2.04 and of each Lender's portion of the requested Borrowing. SECTION 2.05. Refinancings. The Borrower may refinance all or any part of any Borrowing with a Borrowing of the same or a different Type made pursuant to Section 2.03 or Section 2.04, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standard Borrowings and Standard Borrowings with Competitive Borrowings. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Agent or by the Agent to the Borrower pursuant to Section 2.02(c); provided, however, that (i) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Agent for distribution to the Lenders described in (ii) below, (ii) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Agent shall return the difference to such Lender out of amounts received pursuant to (i) above, and (iii) to the extent any Lender fails to pay the Agent amounts due from it pursuant to (i) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 and shall be payable by the Borrower. SECTION 2.06. Fees. (a) The Borrower agrees to pay to each Lender, through the Agent, on each March 31, June 30, September 30 and December 31, and on the Maturity Date or on any earlier date on which the Commitment of such Lender shall 20 have been terminated and its outstanding Loans repaid, a facility fee (a "Facility Fee") equal to the applicable Facility Fee Percentage per annum on the amount of the Commitment of such Lender, whether used or unused, or, following the Commitment Termination Date, the amount of the outstanding Loans of such Lender, during the preceding quarter (or shorter period commencing with the date hereof or ending with the Maturity Date or the date of such termination and repayment). All Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be. The Facility Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the Maturity Date or any earlier date on which the Commitment of such Lender shall have terminated (but shall in any event accrue until all Loans made by such Lender have been repaid). (b) The Borrower agrees to pay to each Lender, through the Agent, on each March 31, June 30, September 30 and December 31, and on the Maturity Date or any earlier date on which the Commitment of such Lender shall have been terminated and its outstanding Loans repaid, a utilization fee of 0.250% per annum (a "Utilization Fee") (i) on such Lender's pro rata portion (based on the ratio of such Lender's Commitment to the Total Commitment) of the aggregate principal amount of all of the outstanding Loans for each day during the preceding quarter (or other period commencing on the date hereof or ending with the Maturity Date or any date on which the Commitment of such Lender shall be terminated and its outstanding Loans repaid in full) on which the sum of the outstanding Loans, including Competitive Loans, exceeds 50% of the Total Commitment and (ii) after the termination of such Lender's Commitment, on the principal amount of such Lender's outstanding Loans. The Utilization Fee shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Utilization Fee due to each Lender shall be payable in arrears and shall commence to accrue on the date hereof and cease to accrue on the Maturity Date or any earlier date on which the Commitment of such Lender shall have terminated (but shall in any event accrue until all Loans made by such Lender have been repaid). (c) The Borrower agrees to pay the Agent, for its own account, agent and administrative fees (the "Administrative Fees") at the times and in the amounts agreed upon in the letter agreement dated July 11, 2002, between the Borrower and the Agent. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Agent for distribution, if and as appropriate, among the Lenders. Once paid, none of the Fees shall be refundable under any circumstances. SECTION 2.07. Repayment of Loans; Evidence of Debt; Conversion and Continuation of Standard Borrowings. (a) The outstanding principal balance of each Competitive Loan and Standard Loan shall be payable on the last day of the Interest Period applicable to such Loan prior to the Maturity Date and on the Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or 21 to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Agent hereunder from the Borrower and each Lender's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) of this Section 2.07 shall, to the extent permitted by applicable law, be rebuttable evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms. (e) Following the Commitment Termination Date, if the Borrower shall have elected to extend the Maturity Date pursuant to Section 2.11(d), the Borrower shall have the right at any time upon prior irrevocable notice to the Agent (i) not later than 12:00 (noon), New York City time, one Business Day prior to conversion, to convert any Eurodollar Standard Borrowing or CD Borrowing then outstanding into an ABR Borrowing, and (ii) not later than 3:00 p.m., New York City time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing or CD Borrowing into a Eurodollar Standard Borrowing, to continue any Eurodollar Standard Borrowing as a Eurodollar Standard Borrowing for an additional Interest Period, to convert any Eurodollar Standard Borrowing or ABR Borrowing into a CD Borrowing or to continue any CD Borrowing as a CD Borrowing for an additional Interest Period, subject in each case to the following: (i) if less than all the outstanding principal amount of any Standard Borrowing shall be converted or continued, the aggregate principal amount of such Standard Borrowing converted or continued shall be an integral multiple of $1,000,000 and not less than $1,000,000; (ii) if any Eurodollar Standard Borrowing or CD Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amount due to the applicable Lender pursuant to Section 2.12(d); and (iii) no Interest Period may be selected for any Eurodollar Standard Borrowing or CD Borrowing that would end later than the Maturity Date. Each notice pursuant to this paragraph (e) shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Standard Borrowing that the Borrower requests be converted or continued, (ii) whether such Standard Borrowing is to be converted to or continued as a Eurodollar Standard Borrowing, a CD Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Standard Borrowing is to be converted to or continued as a Eurodollar Standard Borrowing or CD Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Standard Borrowing or CD Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month's duration, in the case of a Eurodollar Standard Borrowing, or 30 days' duration, in the case of a CD Borrowing. If the Borrower shall not have given notice in accordance with this paragraph to continue any Standard Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with 22 this paragraph to convert such Standard Borrowing), such Standard Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued into a new Interest Period as an ABR Borrowing. SECTION 2.08. Interest on Loans. (a) Subject to the provisions of Section 2.09, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in the case of each Eurodollar Standard Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Spread, and (ii) in the case of each Eurodollar Competitive Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus) the Margin offered by the Lender making such Loan and accepted by the Borrower pursuant to Section 2.03. (b) Subject to the provisions of Section 2.09, the CD Loans comprising each CD Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the CD Rate for the Interest Period in effect for such Borrowing plus the Applicable Spread. (c) Subject to the provisions of Section 2.09, the ABR Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate in effect from time to time during the Interest Period applicable to such ABR Borrowing plus the Applicable Spread. (d) Subject to the provisions of Section 2.09, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the Borrower pursuant to Section 2.03. (e) Subject to the provisions of Section 2.09, interest on each Loan shall be payable on each Interest Payment Date applicable to such Loan. The LIBO Rate and Adjusted LIBO Rate, the CD Rate and Adjusted CD Rate or the Alternate Base Rate for each Interest Period or day within an Interest Period shall be determined by the Agent in accordance with the terms and conditions of this Agreement, and such determination shall be conclusive absent manifest error. SECTION 2.09. Default Interest. If the Borrower shall default in the payment of the principal of or interest on any Loan or any other amount becoming due hereunder, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, the Borrower shall on demand from time to time from the Agent or the Majority Lenders pay interest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the Alternate Base Rate plus 1%. SECTION 2.10. Unavailability of LIBO Rate and CD Rate Quotations. (a) In the event that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have determined that it is not possible to ascertain a LIBO Rate for such Interest Period as contemplated in the definition of LIBO Rate in Section 1.01, the Agent shall, as soon as practicable thereafter, 23 give written or telecopy notice of such event to the Borrower and the Lenders, in which event any request by the Borrower for a Eurodollar Borrowing for such Interest Period shall be deemed to be a request for a CD Borrowing. (b) In the event, and on each occasion, that on the day on which the Interest Period for any CD Borrowing commences the Agent shall have determined that it is not possible to ascertain a CD Rate for such Interest Period as contemplated in the definition of CD Rate in Section 1.01, the Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the Lenders, in which event any request by the Borrower for a CD Loan for such Interest Period shall be of no force or effect and no Borrowing shall be made pursuant to such request. SECTION 2.11. Termination and Reduction of Commitments; Extension of Commitment Termination Date and Maturity Date. (a) The Commitments shall be automatically terminated on the Commitment Termination Date. (b) Upon at least three Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Commitment; provided, however, that each partial reduction of the Total Commitment shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000. Each reduction in the Total Commitment hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. The Borrower shall pay to the Agent for the account of the Lenders, on the date of each termination or reduction, the Facility Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. (c) The Borrower may, by notice to the Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 60 days prior to the Commitment Termination Date then in effect, request that the Lenders extend the Commitment Termination Date for an additional period of not more than 364 days as specified in such notice. Each Lender shall, by notice to the Borrower and the Agent given not earlier than the 30th day and not later than the 20th day prior to the Commitment Termination Date then in effect, advise the Borrower whether or not it agrees to such extension. Any Lender that has not so advised the Agent by such day shall be deemed to have declined to agree to such extension. If the Borrower shall have requested and some of or all the Lenders shall have agreed to an extension of the Commitment Termination Date, then, unless the Borrower shall elect to extend the Maturity Date as provided in paragraph (d) below, the Commitment Termination Date shall be extended for the additional period specified in the Borrower's notice; provided, that any extension of the Commitment Termination Date shall be subject to the satisfaction, on and as of the Commitment Termination Date in effect prior to giving effect to any such extension (the "Existing Termination Date"), of the conditions set forth in Section 4.01(b) and (c) (and the Borrower shall be deemed to have represented as of the Existing Termination Date that such conditions have been satisfied). The decision to agree or withhold agreement to any requested extension of the Commitment Termination Date hereunder shall be at the sole discretion of each Lender. The Commitment of any Lender that has declined to agree to any requested extension of the Commitment Termination Date (a "Non-Extending Lender") shall terminate on the Existing Termination Date, and the principal amount of any outstanding Loans made by such 24 Lender, together with any accrued interest thereon and any accrued fees and other amounts payable hereunder, shall be due and payable on the Existing Termination Date. (d) The Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than two business days and not more than 20 days prior to the Commitment Termination Date in effect at any time, extend the Maturity Date to a date not later than the first anniversary of such Commitment Termination Date; provided, that any such extension of the Maturity Date shall be subject to the satisfaction, on and as of such Commitment Termination Date, of the conditions set forth in Section 4.01(b) and (c) (and the Borrower shall be deemed to have represented as of such Commitment Termination Date that such conditions have been satisfied). Loans repaid or prepaid after the Commitment Termination Date may not be reborrowed. (e) The Borrower may from time to time request that one or more additional financial institutions be added as Lenders under this Agreement with Commitments agreed upon by the Borrower and such financial institutions. In the event of any such request, such financial institutions shall become parties to and Lenders under this Agreement upon the execution of one or more agreements to that effect in the form (appropriately completed) of Exhibit D (and without any action being required on the part of any other Lender), and upon the effectiveness of any such agreement, Schedule 2.01 shall be automatically amended to reflect the Commitment of each new Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments shall become effective under this Section unless, on the date of such increase, the Agent shall have received a certificate dated as of the effective date of such increase and executed by an Authorized Officer, confirming compliance with the conditions set forth in paragraphs (b) and (c) of Section 4.01 (with all references in such paragraphs to a Borrowing being deemed to be references to such increase). Following any extension of a new Commitment pursuant to this paragraph, any Standard Loans outstanding prior to the effectiveness of such extension shall continue to be outstanding until the ends of the respective Interest Periods applicable thereto and shall then be repaid and, if the Borrower shall so elect, refinanced with new Standard Loans made pursuant to Section 2.01 ratably in accordance with the Commitments in effect following such extension. SECTION 2.12. Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay without premium or penalty any Borrowing (including a Competitive Borrowing), in whole or in part, upon giving written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Agent: (i) before 5:00 p.m., New York City time, three Business Days prior to prepayment, in the case of Eurodollar Loans, (ii) before 5:00 p.m., New York City time, two Business Days prior to prepayment, in the case of CD Loans or Fixed Rate Loans, and (iii) before 10:00 a.m., New York City time, one Business Day prior to prepayment, in the case of ABR Loans; provided, however, that each partial prepayment of a Borrowing shall be in an amount which is an integral multiple of $1,000,000 and, prior to the Commitment Termination Date, not less than $5,000,000. (b) On the date of any termination or reduction of the Commitments pursuant to Section 2.11(b), the Borrower shall pay or prepay so much of the outstanding Borrowings, selected at the Borrower's sole option, as shall be necessary in order that the aggregate principal amount of the Competitive Loans and Standard Loans outstanding 25 will not exceed the Total Commitment after giving effect to such termination or reduction. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment. (d) In the event any prepayment is made in respect of any Loan (or in the event any Lender is required to transfer a Loan or the Borrower repays any Loan on the Commitment Termination Date and such date shall be prior to the end of the Interest Period applicable to such Loan), other than (i) any ABR Loan and (ii) any Loan the prepayment, payment or transfer of which is made by Borrower pursuant to its right to prepay, repay or require the transfer of such Loan under Sections 2.13, 2.14, 2.17 or 9.05 or upon the Lender's exercise of its option pursuant to Section 9.14, or in the event the Borrower shall fail to make any Borrowing after notice of such Borrowing shall have been given hereunder, the Borrower shall pay to such Lender, promptly upon the written request of such Lender (which request shall be accompanied by a certificate as described below), such amount as shall be necessary to reimburse such Lender for the loss, if any, reasonably incurred by such Lender as a result of such repayment, prepayment or transfer or failure to borrow arising from inability due to general market conditions to recover the cost of deposits or other funds acquired by such Lender to fund such Loan, in the liquidation of such deposits or other funds so acquired (or from the reemployment thereof if such reemployment would result in less of a funding loss to such Lender); provided, that any such funding loss shall not in any event exceed the cost incurred by such Lender to obtain such deposit or other funds, minus the fair market value thereof realizable by such Lender in the liquidation thereof. Such Lender shall use reasonable efforts to avoid or minimize any such loss. Such Lender's claim, if any, shall be accompanied by a certificate setting forth in reasonable detail (including the calculations made in determining) the reason for and the amount of such loss, which certificate shall be conclusive in the absence of manifest error. Prepayments of ABR Borrowings shall be without penalty, premium or other cost of any kind. SECTION 2.13. Reserve Requirements; Change in Circumstances. (a) In the event that at any time or from time to time during the term of this Agreement any Eurodollar Reserve Requirement shall be applicable to deposits acquired in respect of any Eurodollar Loan the Lender making such Eurodollar Loan shall promptly notify the Borrower in writing of any imposition of or change in or prospective imposition of or change in any Eurodollar Reserve Requirement, whether in respect of an outstanding Eurodollar Loan or any possible future Eurodollar Loan, and, for as long as such Eurodollar Reserve Requirement shall be effective, the Borrower shall, upon written request from such Lender (with a copy of such request to the Agent), pay to such Lender at the end of each Interest Period for such Eurodollar Loan, an additional amount equal to the difference between the interest accrued based upon the LIBO Rate and the interest that would have accrued had the Adjusted LIBO Rate been applicable to the Eurodollar Loan of such Lender. Each Lender represents that currently it is not subject to (and does not incur) any Eurodollar Reserve Requirement. 26 (b) In the event that at any time or from time to time during the term of this Agreement any CD Reserve Requirement or Assessment Rate shall be applicable to deposits acquired in respect of any CD Loan the Lender making such CD Loan shall promptly notify the Borrower in writing of any imposition of or change in or prospective imposition of or change in any CD Reserve Requirement or Assessment Rate, whether in respect of an outstanding CD Loan or any possible future CD Loan, and, for as long as such CD Reserve Requirement or Assessment Rate shall be effective, the Borrower shall, upon written request from such Lender (with a copy of such request to the Agent), pay to such Lender at the end of the Interest Period for such CD Loan, an additional amount equal to the difference between the interest accrued based upon the CD Rate and the interest that would have accrued had the Adjusted CD Rate been applicable to the CD Loan of such Lender. Each Lender represents that its current CD Reserve Requirement and Assessment Rate are as set forth on Schedule 2.01. (c) Notwithstanding any other provision herein, if after the date of this Agreement, either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) compliance by any Lender with any directive, guideline or request of any Governmental Body (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender, so as to increase the minimum amount of capital required to be maintained by such Lender based upon the existence of this Agreement, the Commitment of such Lender and/or any Loans made hereunder and such requirement applies equally to other corporate borrowers similarly situated in the United States of America, then the Borrower shall pay to such Lender amounts sufficient to compensate such Lender, in light of such circumstances, to the extent that such Lender reasonably and equitably determines such increase in required capital over the capital of such Lender in place on the date hereof or on the date the Lender becomes a Lender (by assignment) to be allocable to this Agreement, to the Commitment of such Lender (or the unused portion thereof), or to any Loans made by such Lender hereunder, it being understood that in no event shall the cost allocable, and/or amount charged, to the Borrower under this paragraph (c) exceed the cost allocable, and/or amount charged, with respect to any similar agreement between such Lender and any other corporate borrower located in the United States, in each instance determined ratably with respect to the relative transactional amounts. Each Lender represents that, to its best knowledge on the date hereof or on the date the Lender becomes a Lender (by assignment) it would not be required to increase its capital or to otherwise incur any increased capital costs in respect of this Agreement under existing laws, rules, regulations, directives or guidelines (whether or not currently in effect) of any Governmental Body. (d) A certificate of a Lender setting forth such amount or amounts as shall be necessary to compensate such Lender as specified in paragraph (c) above shall be delivered to the Borrower (with a copy to the Agent) and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same. No Lender shall be entitled to any compensation for any additional costs under this Section 2.13 requested by such Lender unless such Lender shall have notified the Borrower that it will request compensation for such additional costs not more than 30 days after the date such additional costs were incurred. (e) The Borrower may at any time following its receipt from any Lender of a notice of the occurrence or prospective occurrence of any imposition of or increase in 27 the Eurodollar Reserve Requirement, the CD Reserve Requirement, the Assessment Rate or capital requirements or costs of such Lender terminate the Commitment of such Lender and repay any outstanding Loans of such Lender (together with all accrued interest and Facility Fee and Utilization Fee, if any) on the effective date of such termination, which repayments, if any, shall be without premium, penalty or other cost of any kind and shall not be subject to the requirements of Sections 2.12(d) and 2.15. SECTION 2.14. Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Body charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written or telecopy notice to the Borrower and to the Agent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standard Borrowing shall, as to such Lender only, be without effect and void unless such declaration shall be subsequently withdrawn; and (ii) require (if required by law to do so) that all outstanding Eurodollar Loans made by it be converted to CD Loans, in which event all such Eurodollar Loans shall be automatically converted to CD Loans with an Interest Period agreed upon by the Borrower and such Lender as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the Loans of such Lender resulting from the conversion of such Eurodollar Loans. The Borrower may in any event prepay any Loan resulting from the conversion of any Eurodollar Loan under this Section within five Business Days after such conversion. (b) For purposes of this Section 2.14, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower. (c) In the event that any Lender shall (i) give Borrower any notice contemplated by, or exercise its rights under, this Section 2.14 or (ii) unless Borrower shall fail to meet the conditions set forth at Section 4.01, any Lender for any reason fails to fund any Loan, the Borrower may at any time terminate the Commitment of the Lender and repay any outstanding Loans of such Lender (together with all accrued interest and Facility Fee and Utilization Fee, if any) on the effective date of such termination, which repayment, if any, shall be without premium, penalty or other cost of any kind and shall not be subject to the requirements of Sections 2.15 and 2.12(d). SECTION 2.15. Pro Rata Treatment. Except as required or permitted under Section 2.12, 2.13, 2.14, 2.17, 9.05 or 9.14, each Standard Borrowing, each 28 payment or prepayment of principal of any Standard Borrowing, each payment of interest on the Standard Loans, each payment of the Facility Fee, each payment of the Utilization Fee, each reduction of the Commitments and each refinancing of any Borrowing with a Standard 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 Standard Loans). Each payment of principal of any Competitive Borrowing shall be allocated pro rata among the Lenders participating in such Borrowing in accordance with the respective principal amounts of their outstanding Competitive Loans comprising such Borrowing. Each payment of interest on any Competitive Borrowing shall be allocated pro rata among the Lenders participating in such Borrowing in accordance with the respective amounts of accrued and unpaid interest on their outstanding Competitive Loans comprising such Borrowing. For purposes of determining the available Commitments of the Lenders at any time, each outstanding Competitive Borrowing shall be deemed to have utilized the Commitments of the Lenders (including those Lenders which shall not have made Loans as part of such Competitive Borrowing) pro rata in accordance with such respective Commitments. Each Lender agrees that in computing such Lender's portion of any Borrowing to be made hereunder, the Agent may, in its discretion, round each Lender's percentage of such Borrowing to the next higher or lower whole dollar amount. SECTION 2.16. Payments. (a) The Borrower shall make each payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder not later than 3:00 p.m., New York City time, on the date when due in Dollars to the Agent (except as otherwise provided herein) at its offices at 270 Park Avenue, New York, New York, in immediately available funds. Any payment required to be made to the Lenders shall be deemed made when made to the Agent and shall, insofar as the obligations of the Borrower are concerned, be deemed to have been received by the Lenders at the time of receipt by the Agent (which shall promptly forward such payment to the Lenders). In the event the Lenders shall receive payments in an amount less than the amounts at the time due hereunder, the amounts received shall be applied first against the principal of Loans, second against accrued interest, third against accrued Fees, fourth against amounts due under Section 2.13 or 2.17, and fifth against any other amounts due hereunder. (b) Whenever any payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in the case of a payment of principal be included in the computation of interest. SECTION 2.17. Taxes. (a) All payments by the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes, and if the Borrower shall be required to deduct any Indemnified Taxes from any such payment, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Body in accordance with applicable law. 29 (b) The Borrower shall indemnify the Agent and Lender for the full amount of any Indemnified Taxes paid by such Agent or Lender on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section). A certificate as to the amount of such payment or liability setting forth in reasonable detail the circumstances giving rise thereto and the calculations used to determine in good faith such amount delivered to the Borrower by the Agent or Lender shall be conclusive absent manifest error. (c) As soon as practicable after any payment of Indemnified Taxes by the Borrower to a Governmental Body, the Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent. (d) Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the United States of America or any treaty to which the United States of America is a party, with respect to payments made to it under this Agreement shall deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. Notwithstanding anything to the contrary contained in this Section 2.17, any Lender that has not provided to the Borrower the executed documentation required to be provided to the Borrower pursuant to this Section 2.17 shall not be entitled to any payment of additional amounts pursuant to Section 2.17(a) or indemnification pursuant to Section 2.17(b) with respect to any deduction or withholding that would not have been required if such Lender had provided such documentation. (e) Each Lender, on the date it becomes a Lender hereunder, will designate lending offices for the Loans to be made by it such that, on such date, it will not be liable for any withholding tax that is imposed by the United States of America (or any political subdivision thereof) on payments to it by the Borrower from an office within such jurisdiction. (f) Each Lender represents and warrants unto, and covenants and agrees with, the Borrower that (i) on the date it becomes a Lender hereunder such Lender is exempt from United States Federal withholding tax (including backup withholding, as such term is defined in the Code), and from any other withholding tax, assessment, charge or other Taxes (other than Excluded Taxes) imposed by any Governmental Body, on any amount payable to it under this Agreement, and has heretofore delivered to the Borrower such evidence as may be required by law to claim or substantiate any such exemption (stating the provisions of law and/or treaty under which such exemption is claimed); (ii) such Lender will notify the Borrower promptly, so long as any amount is due under this Agreement, upon its becoming aware of the occurrence or of any prospective occurrence of any event which would result in any such withholding tax exemption not being available to such Lender; and (iii) such Lender will indemnify and hold the Borrower harmless from and against any loss, cost or liability imposed by a Governmental Body or incurred by the Borrower in defense of any claim by a Governmental Body, including all reasonable out-of-pocket expenses the Borrower may incur as a direct result of its reliance on the foregoing representations, or the failure of 30 such Lender to give prompt notice of any event resulting in any said withholding tax exemption not being available to such Lender. (g) In no event shall the Borrower have any obligation to "gross up" amounts due under this Agreement in respect of Excluded Taxes. (h) The representations, warranties and agreements contained in this Section 2.17 shall survive the termination of this Agreement and the payment in full of the Loans. SECTION 2.18. Termination or Assignment of Commitments. The Borrower shall have the right (in addition to its rights pursuant to Sections 2.11(b), 2.13, 2.14, 2.17 and 9.05), at its own expense, at any time upon notice to any Lender and the Agent (i) to terminate the Commitment of such Lender (provided that such termination shall be effective only if the Borrower has obtained a new Commitment of an existing Lender or a new Lender in an amount such that the Total Commitment shall equal or exceed the lesser of (1) the Total Commitment in effect on the date hereof and (2) the Total Commitment (excluding the new Commitment) in existence immediately preceding the termination of such Lender's Commitment pursuant to this Section 2.18(i)) or (ii) to require such Lender to transfer and assign without recourse all its interests, rights and obligations under this Agreement to another financial institution reasonably acceptable to the Agent which shall assume such obligations (and such Lender shall be simultaneously released therefrom); provided that (x) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Body applicable to such affected Lender and (y) the Borrower or the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the effective date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder then outstanding and accrued and unpaid Facility Fees and Utilization Fees and any amounts which Borrower had theretofore been notified were accruing in respect of such Loans under Section 2.13, which payments shall not be subject to the provisions of Section 2.15. ARTICLE III. REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants to each of the Lenders that: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. (b) The execution, delivery and performance of this Agreement by the Borrower are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, will not violate any provision of any existing law or regulation or order or decree of any court or Governmental Body or of the Amended Articles of Incorporation or Code of Regulations of the Borrower, as each is amended to date, or of the unwaived terms of any mortgage, indenture, agreement or other instrument to which the Borrower is a party or which is binding upon it or its assets, and will not result in the creation or imposition of any security interest, lien, charge or encumbrance on any of its assets pursuant to the provisions of any of the foregoing. 31 (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Body or court is required to be made or effected by the Borrower for the due execution and delivery of this Agreement by the Borrower and for the performance by the Borrower of the obligations on its part to be performed under this Agreement. (d) This Agreement constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (e) The Consolidated Financial Statements of the Borrower and its Subsidiaries present fairly, in all material respects, the financial position of the Borrower and its Consolidated Subsidiaries at December 31, 2001 and 2000 and the Consolidated results of their operations and their Consolidated cash flows for each of the three years in the period ended December 31, 2001, in conformity with generally accepted accounting principles. (f) The Borrower is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (g) Neither the Borrower nor any Subsidiary is a "holding company", or a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended. (h) The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock, within the meaning of Regulation U of the Board. (i) Neither (i) the Information Memorandum nor (ii) any of the other reports, financial statements, certificates or other information furnished by Borrower to the Agent or any Lender in accordance with the terms of this Agreement (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state 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 any projected financial information or other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. ARTICLE IV. CONDITIONS OF LENDING The obligation of each Lender to make Loans hereunder is subject to the satisfaction of the following conditions: 32 SECTION 4.01. All Borrowings. On the date of each Borrowing, including each Borrowing in which Loans are refinanced with new Loans as contemplated by Section 2.05: (a) The Agent shall have received a notice of such Borrowing as required by Section 2.03 or Section 2.04, as applicable. (b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date of such Borrowing with the same effect as though made on and as of such date. (c) No event shall have occurred and be continuing on and as of the date of such Borrowing, or would result from such Borrowing or from (after giving effect to) the application of the proceeds of such Borrowing, which constitutes an Event of Default. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing as to the matters specified in paragraphs (b) and (c) of this Section 4.01. SECTION 4.02. At Closing. On the Closing Date, (a) the Agent shall have received the following (in the case of (i), (ii), (iii), (iv) and (v), each dated the Closing Date): (i) from the Borrower, the Agent and the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) an opinion of the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Borrower addressed to the Lenders and the Agent in substantially the form of Exhibit B hereto; (iii) a certified copy of the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Agreement; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the Authorized Officers; (v) a certificate signed by an Authorized Officer, confirming compliance with the conditions set forth in paragraphs (b) and (c) of Section 4.01 and certifying that except for the legal proceedings identified or referred to on Schedule III (with respect to which such Authorized Officer makes no representation or warranty) there is no pending, or to the knowledge of such Authorized Officer, threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, Governmental Body or arbitrator, which could reasonably be expected to 33 have a material adverse effect on the business, assets or condition of the Borrower and its Subsidiaries taken as a whole; and (vi) all Fees and other amounts due and payable on or prior to the Closing Date; (b) there shall not have occurred any material adverse change in the business, assets or condition of Goodyear and its Subsidiaries taken as a whole since December 31, 2001; (c) the Five-Year Amendment and Restatement shall have been approved by the Borrower, the Agent and the Majority Lenders under and as defined in the Borrower's Amended and Restated Five-Year Revolving Credit Agreement; and (d) the Term Loan Agreement Amendment shall have been approved by the Borrower, the Agent and the Majority Lenders under and as defined in the Borrower's Term Loan Agreement. ARTICLE V. AFFIRMATIVE COVENANTS The Borrower covenants and agrees with each Lender and the Agent that, so long as the Commitment of such Lender shall remain in effect or the principal of or interest on any Loan by such Lender shall be unpaid, unless the Majority Lenders shall otherwise consent in writing, the Borrower will: (a) Interest Coverage Ratio. Maintain, as at the end of each fiscal quarter of the Borrower, a ratio of Consolidated Operating Income for the Annual Period then ended to Consolidated Interest Expense for such Annual Period then ended of not less than the ratio set forth below opposite the period during which such fiscal quarter end occurs:

Period Minimum Ratio ------ ------------- Through December 31, 2002 2.75 to 1.00 January 1, 2003, through March 31, 2003 3.00 to 1.00 April 1, 2003, through June 30, 2003 3.25 to 1.00 Thereafter 3.50 to 1.00

(b) Net Worth. Maintain, as at the end of each fiscal quarter of the Borrower, Consolidated Net Worth at an amount not less than $3,800,000,000 plus 50% of the cumulative amount of Net Income for each fiscal quarter ended after December 31, 2000, and excluding any such fiscal quarter for which Net Income shall have been negative. (c) Reporting Requirements. Furnish to the Agent, together with sufficient number of copies for each of the Lenders: (i) as soon as available and in any event not later than 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a 34 conformed copy of the Borrower's Quarterly Report on Form 10-Q for such quarter as filed with the Securities and Exchange Commission, together with (1) a Schedule of Compliance, signed by an Authorized Officer setting forth computations used by the Borrower in determining compliance with the covenants contained in paragraphs (a) and (b) of this Article V and in paragraphs (a), (b), (c) and (d) of Article VI and (2) a certificate of an Authorized Officer stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower has taken and proposes to take with respect thereto; and (ii) as soon as available and in any event not later than 120 days after the end of each fiscal year of the Borrower, a conformed copy of the Borrower's Annual Report on Form 10-K for such year as filed with the Securities and Exchange Commission, together with (1) a Schedule of Compliance, signed by an Authorized Officer setting forth computations used by the Borrower in determining compliance with the covenants contained in paragraphs (a) and (b) of Article V, and in paragraphs (a), (b), (c) and (d) of Article VI, and (2) a certificate of an Authorized Officer stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower has taken and proposes to take with respect thereto; and (iii) as soon as practicable and in any event within ten Business Days after any Authorized Officer of the Borrower obtains actual knowledge of the occurrence of any Event of Default, a statement of an Authorized Officer setting forth details of such Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; and (iv) promptly after the filing thereof, copies of all reports (in addition to Forms 10-K and 10-Q) filed by the Borrower with the Securities and Exchange Commission (other than annual reports on Form 11-K) pursuant to the Exchange Act; and (v) such other publicly available information relating to the financial condition or business operations of the Borrower as the Agent or any Lender may from time to time reasonably request. (d) Preservation of Corporate Existence. Preserve and maintain its corporate existence; provided, that the Borrower may merge or transfer its assets in a transaction permitted by paragraph (e) of Article VI. (e) Pari Passu with Certain Existing Credit Agreements. Ensure that the Lenders remain pari passu with the lenders under the Borrower's Amended and Restated Five-Year Revolving Credit Agreement, and the lenders under the Borrower's Term Loan Agreement. ARTICLE VI. NEGATIVE COVENANTS The Borrower covenants and agrees with each Lender and the Agent that, so long as the Commitment of such Lender shall remain in effect or the principal of or 35 interest on any Loan by such Lender shall be unpaid, unless the Majority Lenders shall otherwise consent in writing, the Borrower will not: (a) Limitation on Liens. Issue, assume or guarantee, or permit any Subsidiary to issue, assume or guarantee, Debt if such Debt is secured by a Lien upon any Manufacturing Facility without providing (concurrently with the issuance, assumption or guarantee of any such Debt) that the Loans shall be secured equally and ratably with such Debt; provided, however, that the foregoing restriction shall not apply to: (i) any Lien on property if such Lien is in existence at the time of the acquisition of such property by the Borrower or a Subsidiary; (ii) any Lien on property to secure the payment of all or any part of the purchase price of such property or to secure any Debt incurred (prior to, at the time of, or within 360 days after, the acquisition by the Borrower or a Subsidiary of such property) for the purpose of, or in connection with, financing all or any part of the purchase price thereof; (iii) any Lien on property of a corporation or other entity if such Lien was in existence prior to the time such corporation or other entity is merged into or consolidated with the Borrower or a Subsidiary or prior to the time of a sale, lease or other disposition of the properties of an entity as an entirety or substantially as an entirety to the Borrower or a Subsidiary; (iv) any Lien on property in favor of the United States of America, any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, in favor of any other country or any political subdivision thereof, or in favor of any other Governmental Body, to secure partial, progress, advance or other payments, or performance of any other obligations, pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Lien; or (v) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (iv), inclusive; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal, or replacement Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property). Notwithstanding the foregoing, (A) the Borrower or any Subsidiary may issue, assume or guarantee Debt secured by a Lien on a Manufacturing Facility of the Borrower which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with the aggregate principal amount of all other such Debt of the Borrower and the Subsidiaries secured by Liens on Manufacturing Facilities of the Borrower outstanding at the time of such issuance, assumption or guarantee (but excluding Debt permitted by the foregoing clauses (i) to (v), inclusive), does not at such time exceed fifteen percent (15%) of the Consolidated Net Worth of the Borrower as at the end of the then most recently completed fiscal year of the Borrower, and (B) the 36 Borrower or any Subsidiary may issue, assume or guarantee Debt secured by a Lien on a Manufacturing Facility of a Subsidiary which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with the aggregate principal amount of all other such Debt of the Borrower and the Subsidiaries secured by Liens on Manufacturing Facilities of Subsidiaries outstanding at the time of such issuance, assumption or guarantee (but excluding Debt permitted by the foregoing clauses (i) to (v), inclusive), does not at such time exceed fifteen percent (15%) of the Consolidated Net Worth of the Borrower as at the end of the then most recently completed fiscal year of the Borrower. (b) Limitation on Debt. Issue, incur, assume or guarantee, or permit any Subsidiary to issue, incur, assume or guarantee, any Debt if, immediately after giving effect to the issuance, incurrence, assumption or guarantee of such Debt and after giving effect to the receipt and application of any and all proceeds thereof, the aggregate principal amount of the Consolidated Debt of the Borrower and the Subsidiaries would, at the end of any fiscal quarter of the Borrower, exceed the sum of (x) $5,000,000,000 plus (y) the Supplemental Amount, if any, at such date. For the purpose of this paragraph (b), if any such Debt is payable in a currency other than Dollars and all or any portion of the principal amount of such Debt is hedged into Dollars, then the principal amount thereof, or such portion thereof, shall be the amount of Dollars specified in, or determined pursuant to, the applicable hedging contract. (c) Limitation on Secured Debt of Borrower and Domestic Subsidiaries. Issue, incur, assume or guarantee, or permit any Domestic Subsidiary to issue, incur, assume or guarantee, Debt secured by a Lien or Liens upon any assets other than property or other assets constituting Manufacturing Facilities or accounts receivable (and related rights including, without limitation, rights to return merchandise) ("Designated Secured Debt") if, immediately after giving effect to the issuance, incurrence, assumption or guarantee of such Debt and after giving effect to the receipt and application of any and all proceeds thereof, the aggregate principal amount of the Designated Secured Debt of the Borrower and the Domestic Subsidiaries would exceed $100,000,000. (d) Limitation on Sale-Leaseback Transactions and Debt of Domestic Subsidiaries. Permit the sum of (i) the aggregate principal amount of the Debt of Domestic Subsidiaries, other than Debt secured by a Lien or Liens upon property or assets constituting Manufacturing Facilities or accounts receivable (and related rights, including, without limitation, rights to returned merchandise) and (ii) the aggregate Attributable Debt in connection with all Sale-Leaseback Transactions of the Borrower and the Domestic Subsidiaries to exceed $400,000,000. (e) Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person; except that (i) any Subsidiary may merge into or transfer assets to or obtain assets from the Borrower, and (ii) the Borrower may merge with or acquire all or substantially all of the assets of any Person, provided in any such case that, immediately after giving effect to such proposed transaction, no Event of Default would exist and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation. (f) ERISA Liabilities. Create or suffer to exist, as at the end of any fiscal quarter of Borrower, any ERISA Liabilities of the Borrower in an aggregate amount in excess of $750,000,000. 37 (g) Negative Pledge. Enter into, or permit any Subsidiary organized under the laws of the United States or any state, territory or possession thereof to enter into, any covenant or other agreement that by its terms limits the ability of the Borrower or any such Subsidiary to pledge its accounts receivable or inventory or proceeds thereof to secure indebtedness. ARTICLE VII. EVENTS OF DEFAULT So long as any Commitment shall be in effect or any amount of the principal of or accrued interest on any Borrowing shall be unpaid, in case of the occurrence and continuance of any of the following events ("Events of Default"): (a) The Borrower shall fail to pay the principal of any Loan when due, and any such failure shall remain unremedied for more than two Business Days after the earlier of (i) the day on which an Authorized Officer first obtains actual knowledge of such failure or (ii) written notice of such failure shall have been given to the Borrower by the Agent or any Lender; or (b) The Borrower shall fail to pay any Fees when due and such failure shall remain unremedied for more than ten Business Days after the earlier of (i) the day on which an Authorized Officer first obtains actual knowledge of such failure or (ii) written notice of such failure shall have been given to the Borrower by the Agent or any Lender; or (c) The Borrower shall fail to pay interest on any Loan when due, and such failure shall remain unremedied for more than five Business Days after the earlier of (i) the day on which an Authorized Officer first obtains actual knowledge of such failure or (ii) written notice of such failure shall have been given to the Borrower by the Agent or any Lender; or (d) Any representation or warranty made by the Borrower in this Agreement or by the Borrower (or any of its Authorized Officers) in any certificate delivered pursuant to this Agreement, or deemed to have been made pursuant to and in accordance with Section 4.01 of this Agreement, shall prove to have been incorrect in any material respect when made; provided, that if any such representation or warranty is capable of being rendered true and correct in all material respects, such event shall not constitute an Event of Default unless such incorrect representation or warranty is not rendered true and correct in all material respects within thirty days after the earlier of (i) the day on which an Authorized Officer first obtains actual knowledge of such event or (ii) the day written notice thereof shall have been given to the Borrower by the Agent or any Lender; or (e) The Borrower shall fail to perform or observe any covenant or agreement set forth in paragraph (a) or (b) of Article V or in paragraph (b), (c) or (d) of Article VI; or (f) The Borrower shall fail to perform or observe any other covenant or agreement set forth in this Agreement on its part to be performed or observed and such failure shall remain unremedied for more than thirty days after the earlier of (i) the day on which an Authorized Officer first obtains actual knowledge of such 38 failure or (ii) written notice thereof shall have been given to the Borrower by the Agent or any Lender; or (g) The Borrower shall fail to pay any principal of Funded Debt of the Borrower which is then outstanding in a principal amount in excess of $25,000,000 at the scheduled maturity thereof, such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Funded Debt, and such Funded Debt is not paid within ten Business Days after the earlier of (i) the day on which an Authorized Officer first obtains actual knowledge of such failure or (ii) written notice of such failure shall have been given to the Borrower by the holder or holders of such Funded Debt; or Funded Debt of the Borrower which is then outstanding in a principal amount in excess of $25,000,000 shall become due and payable prior to the scheduled maturity thereof as a result of the lawful acceleration thereof due to the occurrence of an event of default thereunder (other than an event of default resulting from a pledge or transfer of any margin stock, as defined in Regulation U of the Board) and such Funded Debt is not paid, or such acceleration thereof is not rescinded or annulled, within ten Business Days following such lawful acceleration thereof; or (h) Any event shall occur that shall constitute an event of default under any cross-default or cross-acceleration provision contained in any agreement or instrument governing or evidencing Funded Debt of the Borrower which is then outstanding in a principal amount in excess of $25,000,000 if such provision permits the lawful acceleration of such Funded Debt under circumstances that would not constitute an Event of Default pursuant to clause (g) above; or (i) The Borrower shall sell or otherwise dispose of all or substantially all of its assets; or (j) The Borrower shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower seeking to adjudicate it a debtor or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property, and, if instituted against the Borrower, is consented to by it or remains undismissed or unstayed for a period of 90 consecutive days; or the Borrower shall take any corporate action to authorize any of the actions set forth above in this clause (j); then, and in every such event (other than the entry of an order for relief with respect to the Borrower as a debtor under the Federal Bankruptcy Code), and at any time thereafter during the continuance of such event, the Agent, at the request of the Required Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder, shall become forthwith due and payable, without presentment, demand, protest 39 or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein to the contrary notwithstanding; provided, that in the event of the entry of an order for relief with respect to Borrower as a debtor under the Federal Bankruptcy Code, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein to the contrary notwithstanding. ARTICLE VIII. THE AGENT In order to expedite the transactions contemplated by this Agreement, JPMorgan Chase Bank is hereby appointed to act as Agent on behalf of the Lenders. Each of the Lenders hereby irrevocably authorizes the Agent to take such actions on behalf of such Lender and to exercise such powers as are specifically delegated to the Agent by the terms and provisions hereof, together with such actions and powers as are reasonably incidental thereto. The Agent is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which the Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by the Agent. Neither the Agent nor any of its directors, officers, employees or agents shall be liable to any Lender as such for any action taken or omitted by any of them except for its or his own gross negligence or wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower of any of the terms, conditions (except delivery to the Agent of the items required by Section 4.02 to be delivered to it), covenants or agreements contained in this Agreement. The Agent shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Majority Lenders or the Required Lenders, as the case may be, and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Agent shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or Persons. Neither the Agent nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Borrower of any of their respective obligations hereunder or in connection herewith. The Agent may execute any and all duties hereunder by or through agents or employees and shall be entitled to rely upon the advice of legal counsel selected 40 by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Required 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, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor bank, 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 the Agent's resignation hereunder, the provisions of this Article and Section 9.05 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. With respect to the Loans made by it hereunder, the Agent in its individual capacity and not as Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not the Agent, and the Agent may accept deposits from, lend money to and generally engage in any kind of business with the Borrower as if it were not the Agent. Each Lender agrees (i) to reimburse the Agent, on demand, in the amount of its pro rata share (based on its Commitment, or, after the Commitments shall have expired or been terminated, the amount of its outstanding Loans hereunder) of any expenses incurred for the benefit of the Lenders by the Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrower and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Agent or any of them in any way relating to or arising out of this Agreement or any action taken or omitted by it or any of them under this Agreement, to the extent the same shall not have been reimbursed by the Borrower; provided that no Lender shall be liable to the Agent or any other indemnitee for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of the Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender 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 also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and informa- 41 tion 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 herein, each Lender acknowledges that the Agent is not acting as an agent of the Borrower and that the Borrower will not be responsible for any acts or failures to act on the part of the Agent. ARTICLE IX. MISCELLANEOUS SECTION 9.01. Notices. Except as otherwise expressly provided herein, notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, priority mail, mailed by certified or registered mail or sent by telecopy, as follows: (a) if to the Borrower, to it at 1144 East Market Street, Akron, Ohio 44316-0001, Attention of the Treasurer (Telecopy No. 330-796-1021 or 330-796-8836); (b) if to the Agent, to JPMorgan Chase Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of Janet Belden (Telecopy No. 212-552-5658), with a copy to JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017, Attention of Julie Long (Telecopy No. 212-270-5127); and (c) if to a Lender, to it at its address (or telecopy number) set forth in Schedule 2.01. 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 if delivered by hand or overnight courier service or sent by telecopy (as evidenced by machine transmission report), or on the date five Business Days after dispatch by certified or registered mail, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the Lenders and shall survive the making by the Lenders of the Loans, regardless of any investigation made by the Lenders or on their behalf, 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 and so long as the Commitments have not been terminated. SECTION 9.03. Binding Effect; Successors and Assigns. (a) This Agreement shall become effective on and as of August 13, 2002, subject to the satisfaction of the conditions precedent set forth in Section 4.02, and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agent and each Lender and 42 their respective successors and assigns, except that (i) the Borrower shall not have the right to assign its rights hereunder or any interest herein or to delegate any of its duties hereunder without the prior written consent of all the Lenders and (ii) no Lender shall have the right to assign or participate its rights hereunder or any interest herein or to delegate any of its duties hereunder without the prior written consent of the Borrower (which consent shall not be unreasonably withheld; provided that such consent shall not be required (a) in the case of an assignment or participation to a Lender or (b) in the case of the Borrower's consent, if an Event of Default shall have occurred and be continuing) and the giving of a written notice to the Agent and the Borrower. (b) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include any successors and permitted assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrower, the Agent or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and permitted assigns. (c) Notwithstanding the limitations set forth in this Section 9.03, any Lender may at any time assign all or any portion of its rights under this Agreement to a Federal Reserve Bank without the prior written consent of the Borrower or the Agent; provided that no such assignment shall release a Lender from any of its obligations hereunder or substitute any such Bank for such Lender as a party hereto. In order to facilitate such an assignment to a Federal Reserve Bank, the Borrower shall, at the request of the assigning Lender, duly execute and deliver to the assigning Lender a promissory note or notes in the form of Exhibit E hereto evidencing the Loans made to the Borrower by the assigning Lender hereunder. SECTION 9.04. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. SECTION 9.05. Waivers; Amendment. (a) No failure or delay of the Agent or any Lender in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision of this Agreement or consent to any departure by the 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. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Majority Lenders; provided, however, that no such agreement shall (i) amend, modify or otherwise affect the rights or duties of the Agent hereunder without the prior written consent of the Agent, (ii) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any Fees, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or any Fees, without the prior written consent of each Lender affected thereby, (iii) change or extend 43 the Commitment or decrease the Facility Fees or the Utilization Fee of any Lender without the prior written consent of such Lender, or (iv) amend or modify the provisions of Section 2.15, the provisions of this Section 9.05(b) or the definition of "Majority Lenders" or "Required Lenders", without the prior written consent of each Lender; provided that the provisions referred to in the preceding clauses (ii), (iii) and (iv) may be amended by the Majority Lenders; but any Lender which declines to approve any such amendment shall have the right at any time, on 10 Business Days' notice to the Borrower, to terminate its Commitment and require the Borrower to pay the principal of and interest on its outstanding Loans and Fees, and the amount of the principal and interest so paid shall be determined without giving effect to such amendment. All prepayments made pursuant to this Section 9.05(b) shall be without premium, penalty or other cost of any kind and shall not be subject to the requirements of Sections 2.15 and 2.12(d). (c) Following the expiration or termination of Commitments hereunder, all amendments shall require, in addition to any approval required under paragraph (b) above, the approval of Lenders representing at least a majority of the aggregate principal amount of the Loans outstanding (or, in the case of amendments to the provisions referred to in clauses (ii), (iii) and (iv) of Section 9.05(b) above, all Lenders affected thereby). SECTION 9.06. Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Agent and its affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers (requested by or for the benefit of the Borrower) of the provisions hereof, and (ii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender in connection with the enforcement of its rights under this Agreement. (b) The Borrower agrees to indemnify the Agent, the Lenders, their affiliates, and the respective directors, officers, employees and agents of such persons (each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, arising out of any claim, litigation, investigation or proceeding relating to (i) the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby or (ii) the use by the Borrower of the proceeds of the Loans; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such Indemnitee or from the breach of any obligations of such Indemnitee set forth in this Agreement. SECTION 9.07. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the applicable interest rate, together with all fees and charges which are treated as interest under applicable law (collectively the "Charges"), as provided for herein, or otherwise contracted for, charged, received, taken or reserved by any Lender, shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder to such Lender, together with all Charges payable to such Lender, shall be limited to the Maximum Rate. 44 SECTION 9.08. Entire Agreement. This Agreement and the letter agreement referred to in Section 2.06(c) constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement. Nothing in this Agreement, expressed or implied, is intended to confer upon any party other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement. SECTION 9.09. Information; Access and Confidentiality. So long as any Commitments shall be in effect or any Loans shall remain unpaid: (i) the Lenders, acting through their officers and other duly designated employees, shall have the right to discuss the affairs, finances and accounts of the Borrower and the Subsidiaries with senior financial officers and employees of the Borrower at such reasonable times and intervals as the Lenders shall reasonably request; and (ii) the Borrower will make available to the Lenders such other information relating to the financial condition or business operations of the Borrower and the Subsidiaries as the Lenders shall from time to time reasonably request. Notwithstanding anything herein to the contrary, in no event shall the Borrower be required to furnish to the Lenders any information pursuant to this Section 9.09 if the Borrower shall reasonably determine that the furnishing of such requested information would be in violation of any applicable law, regulation or order of any Governmental Body or if such information relates to the Borrower's strategic planning, research, development, testing, manufacturing or marketing activities and the furnishing thereof would, in the sole judgment of the Borrower reasonably exercised, adversely affect the competitive position of the Borrower. Each Lender agrees that all such information provided to such Lender (or any officer or employee of such Lender) is confidential and proprietary to the Borrower and that such Lender will not disclose (other than to the directors, officers and employees of such Lender who require such information in connection with such Lender's administration of this Agreement and who have been directed to treat such information as confidential and proprietary to the Borrower and other than to bank examiners with jurisdiction over such Lender who request such information) any such information (excluding information which becomes (i) generally available to the public other than as a result of the disclosure thereof by such Lender or its representatives or (ii) available to such Lender on a non-confidential basis from a source other than the Borrower or the Subsidiaries or any of their respective directors, officers, employees, agents or representatives, provided such source is not known to such Lender to be bound by a confidentiality agreement with the Borrower), except to the extent such Lender is, in the opinion of legal counsel to such Lender, required by law to disclose such information and then only after such Lender shall have given the Borrower at least five (5) days' prior written notice of such required disclosure or, if such prior notice period is not available to such Lender under applicable law, such shorter notice period, if any, as shall in fact be available to such Lender under applicable law. SECTION 9.10. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the legal and economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 45 SECTION 9.11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 9.03. SECTION 9.12. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. SECTION 9.13. Jurisdiction; Consent to Service of Process. (a) Each party to this Agreement irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, 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 related hereto, 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. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. (b) Each party to this Agreement 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 New York State or Federal court. 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. (c) 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 9.14. Stamp Taxes. The Borrower agrees to pay, and to save the Agent and each Lender harmless from all liability for, any stamp, transfer, documentary or similar taxes, assessments or charges (herein "Stamp Taxes"), and any penalties or interest with respect thereto, which may be assessed, levied, collected or imposed, or otherwise become payable, in connection with the execution and delivery of this Agreement. The Agent and each Lender represents and warrants unto the Borrower that, at the date of this Agreement, there are not Stamp Taxes in effect which are applicable to this Agreement or any Loans which may be made hereunder and the Agent and each Lender agrees that it will promptly notify the Borrower upon becoming aware of the imposition or prospective imposition of any Stamp Taxes in respect of this Agreement or any Loan made pursuant to this Agreement. The obligations of the Borrower, the Agent and each Lender under this Section 9.14 shall survive the payment of the Loans. SECTION 9.15. 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 46 THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. SECTION 9.16. Change of Control Option. (a) In the event there shall occur any Change of Control (as defined below) each Lender shall have the right, at its option exercisable at any time within six months following the Change Date (as defined below), to require the Borrower to purchase the Loans of such Lender on the Purchase Date (as defined below) at a purchase price which shall be equal to the sum of (i) the principal amount of such Loans then outstanding, plus (ii) any and all accrued and unpaid interest on such Loans and Fees to the Purchase Date (the "Purchase Price"). (b) The Borrower shall give the Lenders, through the Agent, written notice of the occurrence of a Change of Control within five Business Days following the Change Date. No failure of the Borrower to give notice of a Change of Control shall limit the right of any Lender to require the purchase of its Loans pursuant to this Section 9.16. (c) Any Lender may exercise its right to require the purchase of its Loans under this Section 9.16 by delivering to the Borrower at any time within six months after the Change Date written notice thereof, specifying the Purchase Date. The Commitment of any Lender exercising its right to require the purchase of its Loans under this Section 9.16 shall automatically terminate immediately upon the Borrower's receipt of such Lender's written notice of such exercise of its option in accordance with this Section 9.16. (d) In the event of the exercise by any Lender of its option under this Section 9.16 in the manner provided herein, the Borrower shall pay or cause to be paid to such Lender on the Purchase Date the Purchase Price (determined in accordance with paragraph (a) above) in immediately available funds. No exercise of the option granted in this Section 9.16 shall be subject to the requirements of Sections 2.15 and 2.12(d). (e) As used in this Section 9.16, the term: (1) "Change Date" means the date on which any Change of Control shall be deemed to have occurred; provided, that, if the Borrower shall fail to give timely notice of the occurrence of a Change of Control to the Lenders as provided in paragraph (b) above, for the purpose of determining the duration of the Lenders' rights to require prepayment under this Section 9.16, "Change Date" shall mean the earlier of (i) the date on which notice of a Change of Control is duly given by the Borrower to the Agent or (ii) with respect to any Lender, the date on which such Lender obtains actual knowledge of the Change of Control. (2) "Change of Control" means when, and shall be deemed to have occurred at such time as, a "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the "beneficial owner" (as 47 defined in Rule 13d-3 under the Exchange Act) of more than 50% of the then outstanding Voting Stock of the Borrower; provided, that fifty percent shall become 70% with respect to any "employee benefit plan" (as defined in Section 3(3) of ERISA) maintained by the Borrower or any Subsidiary or any trust or funding vehicle maintained for or pursuant to such "employee benefit plan". (3) "Purchase Date" means, with respect to any Lender, the date on which the Borrower shall purchase the Loans of such Lender pursuant to the exercise by such Lender of its option under this Section 9.16, pursuant to a notice given to the Borrower in accordance with paragraph (c) of this Section 9.16, which date shall be a Business Day not less than 90 nor more than 120 days after the date such Lender gives the Borrower written notice of such exercise. (4) "Voting Stock" shall mean capital stock of the Borrower of any class or classes (however designated) the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of the Board of Directors of the Borrower, it being understood that, at the date hereof, the Common Stock, without par value, of the Borrower is the only outstanding class of capital stock of the Borrower which constitutes "Voting Stock". IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders 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/ Stephanie W. Bergeron ------------------------------- Name: Stephanie W. Bergeron Title: Senior Vice President JPMORGAN CHASE BANK, individually and as Agent, by /s/ Julie S. Long ------------------------------- Name: Julie S. Long Title: Vice President SIGNATURE PAGE TO THE AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENT DATED AS OF AUGUST 13, 2002, among THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Agent. Name of Institution: BANK ONE, NA by /s/ Michael B. Kelly ------------------------------- Name: Michael B. Kelly Title: Associate BANK OF AMERICA, N.A. by /s/ Matthew J. Reilly ------------------------------- Name: Matthew J. Reilly Title: Vice President BNP PARIBAS by /s/ Rosalie C. Hawley ------------------------------- Name: Rosalie C. Hawley Title: Director by /s/ Peter Labrie ------------------------------- Name: Peter Labrie Title: Central Region Manager CIBC INC. by /s/ Dominic J. Sorresso ------------------------------- Name: Dominic J. Sorresso Title: Executive Director CIBC World Markets Corp., as Agent CITICORP USA, INC. by /s/ Brian Y. Ike ------------------------------- Name: Brian Y. Ike Title: Director COMMERZBANK AKTIENGESELLSCHAFT NEW YORK AND GRAND CAYMAN BRANCHES by /s/ Graham A. Warning ------------------------------- Name: Graham A. Warning Title: Assistant Treasurer by /s/ John Marlatt ------------------------------- Name: John Marlatt Title: Senior Vice President BANK OF TOKYO-MITSUBISHI TRUST COMPANY by /s/ J. Stanton ------------------------------- Name: J. Stanton Title: Vice President CREDIT SUISSE FIRST BOSTON - CAYMAN ISLANDS BRANCH by /s/ Robert Hetu ------------------------------- Name: Robert Hetu Title: Director by /s/ Mark Heron ------------------------------- Name: Mark Heron Title: Associate DEUTSCHE BANK SECURITIES INC. by /s/ Dr. Michael C. Dietz ------------------------------- Name: Dr. Michael C. Dietz Title: Director by /s/ Hans-Josef Thiele ------------------------------- Name: Hans-Josef Thiele Title: Director SUMITOMO MITSUI BANKING CORPORATION by /s/ Edward D. Henderson, Jr. ------------------------------- Name: Edward D. Henderson, Jr. Title: Joint General Manager ABN AMRO BANK N.V. by /s/ David C. Sagers ------------------------------- Name: David C. Sagers Title: Group Vice President by /s/ John J. Mack ------------------------------- Name: John J. Mack Title: Group Vice President BANCA NAZIONALE DEL LAVORO S.P.A., NEW YORK BRANCH by /s/ Francesco DiMario ------------------------------- Name: Francesco DiMario Title: Vice President by /s/ Carlo Vecchi ------------------------------- Name: Carlo Vecchi Title: Senior Vice President BARCLAYS BANK PLC by /s/ Nicholas Bell ------------------------------- Name: Nicholas Bell Title: Director WACHOVIA BANK, NATIONAL ASSOCIATION by /s/ Stephen J. Hyde ------------------------------- Name: Stephen J. Hyde Title: Associate SOCIETE GENERALE by /s/ Anne-Marie Dumortier ------------------------------- Name: Anne-Marie Dumortier Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH by /s/ Lee E. Greve ------------------------------- Name: Lee E. Greve Title: First Vice President KEYBANK NATIONAL ASSOCIATION by /s/ Michael J. Vegh ------------------------------- Name: Michael J. Vegh Title: Portfolio Manager NATIONAL CITY BANK by /s/ Janice E. Focke ------------------------------- Name: Janice E. Focke Title: Senior Vice President THE NORTHERN TRUST COMPANY by /s/ Craig L. Smith ------------------------------- Name: Craig L. Smith Title: Vice President STANDARD CHARTERED BANK by /s/ Larry Fitzgerald ------------------------------- Name: Larry Fitzgerald Title: Vice President by /s/ Vijayant K. Jain ------------------------------- Name: Vijayant K. Jain Title: Asst. Vice President EX-4.3 5 l96733aexv4w3.txt EX-4.3 SECOND AMENDMENT Exhibit 4.3 Execution Copy SECOND AMENDMENT dated as of August 13, 2002 (this "Amendment"), to the Term Loan Agreement dated as of March 30, 2001, as amended (the "Term Loan Agreement"), among THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation (the "Borrower"); the lenders party thereto (together with their successors and permitted assigns thereunder, the "Lenders"); JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"); and JPMORGAN CHASE INTERNATIONAL LIMITED, as London agent for the Lenders (the "London Agent"). WHEREAS, pursuant to the terms and conditions of the Term Loan Agreement, the Lenders have agreed to make certain loans to the Borrower; and WHEREAS, the Borrower has requested that certain provisions of the Term Loan Agreement be modified in the manner provided for in this Amendment, and the Lenders are willing to agree to such modifications on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration the parties hereto hereby agree as follows: 1. Defined Terms. Capitalized terms used and not defined herein shall have the meanings given to them in the Term Loan Agreement, as amended hereby. 2. Amendment to Section 1.01 of the Term Loan Agreement. (a) The definition of "Applicable Spread" in Section 1.01 is hereby amended by deleting in its entirety the table set forth therein and inserting in its place the following table:

INDEX DEBT EUROCURRENCY RATINGS SPREAD CD SPREAD ABR SPREAD Category 1 1.250% 1.375% 0.250% BBB/Baa2 or higher Category 2 1.500% 1.625% 0.500% BBB-/Baa3 Category 3 1.750% 1.875% 0.750% BB+/Ba1

2

INDEX DEBT EUROCURRENCY RATINGS SPREAD CD SPREAD ABR SPREAD Category 4 2.00% 2.125% 1.000% lower than BB+/Ba1 or unrated

(b) Clause (i) of the text immediately following such table in the definition of "Applicable Spread" is hereby amended by deleting the text "Category 3" and replacing it with the text "Category 4". (c) The definition of "Consolidated Financial Statements of the Borrower" in Section 1.01 is hereby amended by deleting the text "2000 and 1999" and replacing it with the text "2001 and 2000" and by deleting the text "December 31, 2000" immediately after the text "in the period ended" and replacing it with the text "December 31, 2001" and by deleting the text "December 31, 2000" immediately after the text "for the year ended" and replacing it with the text "December 31, 2001". (d) The definition of "Reuter System" in Section 1.01 is hereby deleted and replaced with the following text: "Reuter System" shall mean the Reuter Monitor Money Rates Service. (e) The definition of "Supplemental Amount" in Section 1.01 is hereby amended by deleting the text "$3,800,000,000" and replacing it with the text "the Consolidated Net Worth of Borrower as at June 30, 2002". (f) Section 1.01 of the Term Loan Agreement is hereby amended by adding the defined terms "Attributable Debt", "Domestic Subsidiary" and "Sale-Leaseback Transaction" in the appropriate alphabetical order to read in their entirety as follows: "Attributable Debt" means, with respect to any Sale-Leaseback Transaction, the present value (discounted at a rate equal to the prevailing yield at the date such Sale-Leaseback Transaction is entered into on United States Treasury obligations having a maturity substantially equal to the term of the lease included in such Sale-Leaseback Transaction plus 3% per annum) of the total obligations of the lessee for rental payments (other than amounts required to be paid on account of taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs 3 and other items which do not constitute payments for property rights or amounts related to contingent rents (such as those based on sales)) 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 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) or the Attributable Debt determined assuming no such termination. "Domestic Subsidiary" shall mean any Subsidiary incorporated or organized in, or engaged (directly or through its subsidiaries) primarily in business in, the United States of America, any state, territory or possession thereof or the District of Columbia. "Sale-Leaseback Transaction" means any arrangement whereby the Borrower or a Domestic Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred. 3. Amendment to Article V of the Term Loan Agreement. (a) Clause (c)(i) of Article V of the Term Loan Agreement is hereby amended by deleting the text "(a) and (b)" immediately before the text "of Article VI" and replacing it with the text "(a), (b), (c) and (d)". (b) Clause (c)(ii) of Article V of the Term Loan Agreement is hereby amended by deleting the text "(a) and (b)" immediately before the text "of Article VI" and replacing it with the text "(a), (b), (c) and (d)". (c) Clause (d) of Article V of the Term Loan Agreement is hereby amended by deleting the text "(c)" and replacing it with the text "(e)". (d) Clause (e) of Article V of the Term Loan Agreement is hereby amended by inserting the text "Amended and Restated" immediately before the text "364-Day" and "Five-Year Revolving", respectively, and deleting the two instances of the text "August 15, 2000" and replacing them with the text "August 13, 2002". 4 4. Amendment to Article VI of the Term Loan Agreement. (i) Article VI of the Term Loan Agreement is hereby amended by deleting the text "(c)" and replacing it with the text "(e)", deleting the text "(d)" and replacing it with the text "(f)" and deleting the text "(e)" and replacing it with the text "(g)" and (ii) Article VI of the Term Loan Agreement is hereby amended by adding the following text immediately after clause (b): "(c) Limitation on Secured Debt of Borrower and Domestic Subsidiaries. Issue, incur, assume or guarantee, or permit any Domestic Subsidiary to issue, incur, assume or guarantee, Debt secured by a Lien or Liens upon any assets other than property or other assets constituting Manufacturing Facilities or accounts receivable (and related rights including, without limitation, rights to return merchandise) ("Designated Secured Debt") if, immediately after giving effect to the issuance, incurrence, assumption or guarantee of such Debt and after giving effect to the receipt and application of any and all proceeds thereof, the aggregate principal amount of the Designated Secured Debt of the Borrower and the Domestic Subsidiaries would exceed $100,000,000. (d) Limitation on Sale-Leaseback Transactions and Debt of Domestic Subsidiaries. Permit the sum of (i) the aggregate principal amount of the Debt of Domestic Subsidiaries, other than Debt secured by a Lien or Liens upon property or assets constituting Manufacturing Facilities or accounts receivable (and related rights, including, without limitation, rights to returned merchandise) and (ii) the aggregate Attributable Debt in connection with all Sale-Leaseback Transactions of the Borrower and the Domestic Subsidiaries to exceed $400,000,000 at any time. 5. Amendment to Article VII of the Term Loan Agreement. (a) Article VII of the Term Loan Agreement is hereby amended by deleting the text "(g)" and replacing it with the text "(h)" and deleting the text "(h)" and replacing it with the text "(i)". (b) clause (d) of Article VII is hereby amended by adding the text ",(c) or (d)" immediately after the text "paragraph (b)". (c) Article VII of the Term Loan Agreement is hereby amended by inserting the following text after clause (f): 5 "(g) Any event shall occur that shall constitute an event of default under any cross-default or cross- acceleration provision contained in any agreement or instrument governing or evidencing Funded Debt of the Borrower which is then outstanding in a principal amount in excess of $25,000,000 if such provision permits the lawful acceleration of such Funded Debt under circumstances that would not constitute an Event of Default pursuant to clause (f) above; or" (d) Article VII of the Term Loan Agreement is hereby amended by deleting the text "(h)" at the end of clause (i) and replacing it with the text "(i)". 6. Amendment to Article IX of the Term Loan Agreement. (a) Clause (a) (ii) of Section 9.03 of the Term Loan Agreement is hereby amended by deleting the text "and giving a written notice also signed by the Borrower)" and replacing it with the following text: "(which consent shall not be unreasonably withheld; provided that such consent shall not be required (a) in the case of an assignment or participation to a Lender or (b) if an Event of Default shall have occurred and be continuing) and the giving of a written notice (also signed by the Borrower where the Borrower's consent is required)". (b) Article IX of the Term Loan Agreement is hereby amended by deleting the text "SECTION 9.15" and replacing it with the text "SECTION 9.16". (c) Article IX of the Term Loan Agreement is hereby amended by adding the following text immediately after the text of SECTION 9.14: SECTION 9.15. 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 (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG 6 OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 7. Name Change. Simultaneously with the effectiveness of this Amendment, the Term Loan Agreement shall be amended to change each reference to "The Chase Manhattan Bank" in such Term Loan Agreement to "JPMorgan Chase Bank". 8. No Other Amendments or Waivers; Confirmation. Except as expressly amended hereby, the provisions of the Term Loan Agreement are and shall remain in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Term Loan Agreement in similar or different circumstances. 9. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, as of the date hereof: (a) No Event of Default has occurred and is continuing. (b) The execution, and delivery of this Amendment and performance of the Term Loan Agreement as amended hereby by the Borrower have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, notice to or action by, any Person (including any Governmental Body) in order to be effective and enforceable. (c) The Term Loan Agreement as amended by this Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (d) All representations and warranties of the Borrower set forth herein, and the representations and warranties of the Borrower set forth in clauses (a) through (h), inclusive, of Article III of the Term Loan Agreement are true and correct in all material respects on and as of the date hereof. 7 10. Conditions Precedent to Effectiveness. This Amendment shall become effective as of and with effect from the date hereof, subject to (a) the receipt by the Administrative Agent of (i) counterparts hereof duly executed and delivered by the Borrower and the Majority Lenders, (ii) a certificate of an officer of the Borrower to the effect that the representations and warranties set forth in paragraph 9 hereof are true and correct, (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and the signatures of the Authorized Officers and (iv) an opinion of the General Counsel, an Associate General Counsel or the Assistant General Counsel of the Borrower addressed to the Lenders and the Administrative Agent substantially in the form of Exhibit A hereto, (b) the Borrower's Amended and Restated 364-Day Credit Agreement dated as of the date hereof shall have been entered into by the Borrower and the Agent and the Lenders named therein, and (c) the Borrower's Amended and Restated Five-Year Revolving Credit Agreement dated as of the date hereof shall have been entered into by the Borrower and the Agent and the Majority Lenders named therein. 11. Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent. 12. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 13. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile transmission of the relevant signature pages hereof. 8 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their duly authorized officers as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY, by /s/ Stephanie W. Bergeron --------------------------------------- Name: Stephanie W. Bergeron Title: Senior Vice President JPMORGAN CHASE BANK, individually and as Administrative Agent, by /s/ Julie S. Long --------------------------------------- Name: Julie S. Long Title: Vice President SIGNATURE PAGE TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF AUGUST 13, 2002, among THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Agent. Name of Institution: BANCA NAZIONALE DEL LAVORO S.p.A., New York Branch by /s/ Francesco DiMario -------------------------------------- Name: Francesco DiMario Title: Vice President by /s/ Carlo Vecchi -------------------------------------- Name: Carlo Vecchi Title: Senior Vice President BANK OF AMERICA, N.A. by /s/ Matthew J. Reilly -------------------------------------- Name: Matthew J. Reilly Title: Vice President THE BANK OF NEW YORK by /s/ John M. Lokay, Jr. -------------------------------------- Name: John M. Lokay, Jr. Title: Vice President BANK OF TOKYO-MITSUBISHI TRUST COMPANY by /s/ J. Stanton -------------------------------------- Name: J. Stanton Title: Vice President BNP PARIBAS by /s/ Rosalie C. Hawley -------------------------------------- Name: Rosalie C. Hawley Title: Director by /s/ Peter Labrie -------------------------------------- Name: Peter Labrie Title: Central Region Manager CIBC INC. by /s/ Dominic J. Sorresso -------------------------------------- Name: Dominic J. Sorresso Title: Executive Director CIBC World Markets Corp., as Agent CITICORP USA, INC. by /s/ Brian Y. Ike -------------------------------------- Name: Brian Y. Ike Title: Director COMMERZBANK AKTIENGESELLSCHAFT NEW YORK AND GRAND CAYMAN BRANCHES by /s/ Graham A. Warning -------------------------------------- Name: Graham A. Warning Title: Assistant Treasurer by /s/ John Marlatt -------------------------------------- Name: John Marlatt Title: Senior Vice President CREDIT LYONNAIS NEW YORK BRANCH by /s/ Lee E. Greve -------------------------------------- Name: Lee E. Greve Title: First Vice President CREDIT SUISSE FIRST BOSTON by /s/ Robert Hetu -------------------------------------- Name: Robert Hetu Title: Director by /s/ Mark Heron -------------------------------------- Name: Mark Heron Title: Associate DEUTSCHE BANK SECURITIES INC. by /s/ Dr. Michael C. Dietz -------------------------------------- Name: Dr. Michael C. Dietz Title: Director by /s/ Hans-Josef Thiele -------------------------------------- Name: Hans-Josef Thiele Title: Director DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES by /s/ Deborah Carlson -------------------------------------- Name: Deborah Carlson Title: Director by /s/ Stephen Kovach -------------------------------------- Name: Stephen Kovach Title: Vice President IBK CAPITAL CORPORATION by /s/ David Snyder -------------------------------------- Name: David Snyder Title: President INTESABCI New York Branch by /s/ F. Maffei -------------------------------------- Name: F. Maffei Title: VP by /s/ J. Dickerhof -------------------------------------- Name: J. Dickerhof Title: VP KBC BANK, N.V. by /s/ Robert Snauffer -------------------------------------- Name: Robert Snauffer Title: First Vice President by /s/ William Cavanaugh -------------------------------------- Name: William Cavanaugh Title: Vice President KEYBANK NATIONAL ASSOCIATION by /s/ Michael J. Vegh -------------------------------------- Name: Michael J. Vegh Title: Portfolio Manager MIZUHO CORPORATE BANK, LTD. by /s/ Hideki Shirato -------------------------------------- Name: Hideki Shirato Title: Deputy General Manager and Group Head THE NORTHERN TRUST COMPANY by /s/ Craig L. Smith -------------------------------------- Name: Craig L. Smith Title: Vice President ROYAL BANK OF CANADA by /s/ Gordon C. MacArthur -------------------------------------- Name: Gordon C. MacArthur Title: Senior Manager SOCIETE GENERALE by /s/ Anne-Marie Dumortier -------------------------------------- Name: Anne-Marie Dumortier Title: Vice President SUMITOMO MITSUI BANKING CORPORATION by /s/ Edward D. Henderson, Jr. -------------------------------------- Name: Edward D. Henderson, Jr. Title: Joint General Manager WACHOVIA BANK, NATIONAL ASSOCIATION (F/K/A FIRST UNION NATIONAL BANK) by /s/ Stephen J. Hyde -------------------------------------- Name: Stephen J. Hyde Title: Associate EX-10.1 6 l96733aexv10w1.txt EX-10.1 HOURLY AND SALARIED STOCK OPTION PLAN EXHIBIT 10.1 HOURLY AND SALARIED EMPLOYEES STOCK OPTION PLAN OF THE GOODYEAR TIRE & RUBBER COMPANY (AS AMENDED SEPTEMBER 30, 2002) 1. GENERAL PROVISIONS. (a) ADOPTION; EFFECTIVE DATE. The Plan has been adopted by the Board of Directors of The Goodyear Tire & Rubber Company on and effective as of December 4, 2000. (b) PURPOSE. The purpose of the Plan is to grant options to purchase shares of the Common Stock of the Company to selected hourly and non-executive salaried employees of the Company and its domestic subsidiaries, thereby strengthening the common interests of the shareholders of the Company and such employees in the long term growth, profitability and success of the Company. (c) TERM. The Plan shall remain in effect until December 31, 2002, unless sooner terminated by the Board of Directors. Termination of the Plan shall not affect stock options granted under the Plan which are then outstanding. 2. DEFINITIONS. For the purposes of the Plan, the following terms shall have the following meanings. (a) "BARGAINING AGREEMENT" means the Agreement, dated effective October 25, 2000, together with the Supplemental Agreement relating to Local 307, among the Company, the United Steelworkers of America, A.F.L.-C.I.O.-C.L.C. and its Local 307, as amended and in effect. (b) "BOARD OF DIRECTORS" means the Board of Directors of the Company. (c) "CODE" means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any successor statute thereto, together with the published rulings, regulations and interpretations duly promulgated thereunder. (d) "COMMON STOCK" means the Common Stock, without par value, of the Company, or any security issued by the Company in substitution or exchange therefore or in lien thereof. (e) "COMPANY" means The Goodyear Tire & Rubber Company, an Ohio corporation, or any successor corporation. (f) "EMPLOYEE" means (a) any individual who is a hourly employee not represented by a union, or a salaried employee other than an officer or other executive, of an Employer who is on the active payroll of an Employer at the relevant time; and (b) any member of -1- Local 307 of the United Steelworkers of America, A.F.L.-C.I.O.-C.L.C. who, at September 30, 2002, (i) is a full-time employee of the Company at its Topeka, Kansas plant on its active payroll or on Layoff or Leave of Absence and (ii) has Seniority Status. (g) "EMPLOYER" means the Company and/or any domestic subsidiary of the Company. (h) "FAIR MARKET VALUE" means, in respect of any date on or as of which a determination thereof is being or to be made, the average of the high and low per share sale prices of the Common Stock reported on the New York Stock Exchange Composite Transaction tape on such date, or, if the Common Stock was not traded on such date, on the next day on which sales of the shares of the common Stock were reported on the New York Stock Exchange Composite Transactions tape. (i) "GRANTEE" means any Employee who is granted a Stock Option under the Plan and has entered into a grant agreement with respect to such Stock Option and such Stock Option remains outstanding. (j) "LAYOFF" means, with respect to any Bargaining Unit Employee, a layoff with recall rights as described at Section 1(a) of Article X of the Bargaining Agreement. (k) "LEAVE OF ABSENCE" means, with respect to any Bargaining Unit Employee, a Leave of Absence authorized by the Employer as provided for by Section 1(b) of Article X of the Bargaining Agreement. (l) "PLAN" means this Hourly and Salaried Employees Stock Option Plan of The Goodyear Tire & Rubber Company. (m) "RETIREMENT" shall, for the purposes of this Plan, be deemed to have occurred when an Employee ceases to be an Employee of an Employer and is entitled to receive a Normal Retirement Pension, a Disability Retirement Pension or an Early Retirement Pension in accordance with the applicable provisions of the relevant pension plan of such Employee's Employer under which such Employee may be entitled to benefits. (n) "STOCK OPTION" means any option to purchase shares of Common Stock granted pursuant to the provisions of the Plan, each of which shall be a nonstatutory stock option not governed by Section 421 or 422 of the Code. 3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN. (a) NUMBER OF SHARES ISSUABLE UNDER THE PLAN. The maximum number of shares of Common Stock which may be issued pursuant to the Plan, subject to adjustment as provided in Section 3(b) of the Plan, shall be six-hundred thousand (600,000). The shares of Common Stock which may be issued under the Plan may be authorized and unissued shares or issued shares which have been reacquired by the Company. No fractional share of the Common Stock shall be issued under the Plan. Any fractional -2- share of Common Stock shall be settled in cash at the Fair Market Value thereof on the relevant date. (b) ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event of any change in the capital structure, capitalization or Common Stock of the Company, such as a stock dividend, stock split, recapitalization, merger, consolidation, split-up, combination or exchange of shares of other form of reorganization, or any other change affecting the Common Stock, such proportionate adjustments, if any, as the Board of Directors in its discretion may deem appropriate to reflect such change shall be made with respect to: (i) the maximum number of shares of Common Stock which may be (1) issued pursuant to the Plan, and (2) the subject of, or issued pursuant to, any Stock Option granted pursuant to the Plan; (ii) the number of shares of Common Stock subject to any outstanding Stock Option; (iii) the per share exercise price in respect of any outstanding Stock Option; and (iv) any other term or condition of any Stock Option affected by any such change. 4. ADMINISTRATION. (a) THE COMMITTEE. The Plan shall be administered by a committee (the "Committee") to be appointed from time to time by the Board of Directors. The Committee shall be comprised of at least five members. Members of the Committee shall serve at the pleasure of the Board of Directors. The Board of Directors may from time to time remove members from, or add members to, the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the Committee. Any one or more members of the Committee may participate in a meeting by conference telephone or similar means where all persons participating in the meeting can hear and speak to each other, which participation shall constitute presence in person at such meeting. Action approved in writing by a majority of the members of the Committee then serving shall be fully as effective as if the action had been taken by unanimous vote at a meeting duly called and held. The Company shall grant Stock Options under the Plan in accordance with the terms and conditions specified by the Board of Directors, which terms and conditions shall be set forth in grant agreements and/or other instruments in such forms as the Board of Directors shall approve. (b) COMMITTEE POWERS. The Committee shall have full power and authority to administer the Plan in accordance with its terms. The powers of the Committee include, but are not limited to, the power to: (i) identify to the Board of Directors Employees to receive Stock Options; (ii) construe and interpret the Plan and all Stock Option grant agreements and make any determination of fact incident to the operation of the Plan; (iii) promulgate, amend and rescind rules and regulations relating to the implementation, operation and administration of the Plan; (iv) delegate to other persons the responsibility for performing administrative or ministerial acts in furtherance of the Plan; (v) engage the services of persons and firms in furtherance of -3- the Plan's activities; and (vi) make all other determinations and take all other actions as the Committee may deem necessary or advisable for the administration of the Plan. (c) COMMITTEE'S DECISIONS FINAL. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration or application of the Plan, and of any Stock Option grant agreement, shall be final, conclusive and binding upon all Grantees, and all persons claiming through Grantees, affected thereby. 5. STOCK OPTIONS. All Stock Options granted under the Plan shall be non-qualified options under the Code and shall be subject to and governed by the terms and conditions of Sections 6, 7, 8, 9 and 11 of the Plan and shall contain such additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Committee and/or the Board of Directors shall determine. 6. ELIGIBILITY. Any Employee may be granted a Stock Option. The Committee, subject to the approval of the Board of Directors, shall determine the Employees to whom Stock Options will be granted, the timing of such grants, and the number of shares of Common Stock subject to each Stock Option granted. 7. TERMS OF THE STOCK OPTIONS. (a) OPTION EXERCISE PRICE. The per share exercise price of each Stock Option granted under the Plan shall be 100% of the Fair Market Value of a share of the Common Stock on the date of the grant of such Stock Option. (b) OPTION TERM. Each Stock Option granted under the Plan shall have a term of ten years (subject to early termination in accordance with the Plan or the Grant Agreement) and shall expire (unless theretofore exercised or terminated in accordance with the term of the Plan and/or the relevant grant agreement) on the tenth anniversary of the date of grant of such Stock Option. (c) EXERCISABILITY. A Stock Option shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Board of Directors at the date of grant. No Stock Option may be exercised unless the holder thereof is at the time of such exercise an Employee and has been continuously an Employee from the date such Stock Option was granted through the date of the exercise of such Stock Option, except that the Board of Directors may permit the exercise of any Stock Option for any period following the Grantee's termination of employment not in -4- excess of the original term of the Stock Option on such terms and conditions as it shall deem appropriate and specify in the related grant agreement. 8. METHOD OF EXERCISE. A Stock Option may be exercised, in whole or in part, by the Grantee (or his or her legal representative, if permitted by the Plan) giving written notice of exercise to the Company (or to an agent of the Company designated in writing to the Grantee), specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price, plus any required withholding taxes, or by documents necessary to effect the simultaneous exercise of the Stock Option and the sale of the shares of Common Stock thereby acquired pursuant to a brokerage or similar arrangement approved in advance by the Committee and authorizing the use of the proceeds from such sale to pay to the Company the exercise price and withholding taxes. 9. NON-TRANSFERABILITY OF STOCK OPTIONS. No Stock Option granted, and no right or interest therein, shall be (i) assignable, alienable or transferable by a Grantee, except by will or the laws of descent and distribution, or (ii) subject to any obligation, or the lien or claims of any creditor, of a Grantee, or (iii) subject to any lien, encumbrance or claim of any party made in respect of or through any Grantee, however arising. During the lifetime of a Grantee, the Stock Option shall be exercisable only by, and shares of Common Stock issued upon the exercise of Stock Options will be issued only to, the Grantee or his or her legal representative. 10. AMENDMENT AND TERMINATION. The Board of Directors may at any time and from time to time amend the Plan. The Board of Directors may at any time terminate the Plan; provided, however, that no termination of the Plan shall affect Stock Options outstanding on the date of such termination. 11. MISCELLANEOUS. (a) WITHHOLDING TAXES. All Stock Options granted under the Plan are made subject to any and all applicable withholding for taxes of any kind. The Company shall have the right to deduct from any delivery of shares of Common Stock to be made under the Plan, all federal, state, city, local or foreign taxes of any kind required by law to be withheld with respect to such payment and to take such other actions as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. The Company shall have the right to require a Grantee to pay cash to satisfy withholding taxes as a condition to the issuance of any shares of Common Stock under the Plan. (b) NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor the grant of any Stock Option shall confer upon any Grantee, any Employee or any other person any right to continued employment with the Company or any subsidiary of the Company, nor shall it interfere in any way with the right of the Company or any subsidiary of -5- the Company to terminate the employment of any Grantee, any Employee or any other person at any time, with or without cause. (c) UNFUNDED PLAN. The Plan shall be unfunded. Any liability of the Company to any person with respect to any Stock Option granted under the Plan shall be based solely upon any contractual obligations that may be effected pursuant to the Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company or any of its subsidiaries. (d) OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Any benefits received by a Grantee under the Plan shall not be deemed a part of such Grantee's regular, recurring compensation and shall not be included in, nor have any effect on, the determination of benefits under any pension or other employee benefit plan or similar arrangement provided by the Company or any of its subsidiaries. Payments and benefits provided to any Employee under any other plan or agreement shall be governed solely by the terms of such other plan or agreement. (e) SECURITIES LAW RESTRICTIONS. In no event shall the Company be obligated to issue or deliver any shares of Common Stock if such issuance or delivery shall constitute a violation of any provision of any law or regulation of any government, any governmental agency or authority, or any securities exchange. No shares of common Stock shall be issued under the Plan unless counsel for the Company shall be satisfied that such issuance will be in compliance with all applicable Federal and state securities laws and regulations and all requirements of any securities exchange on which shares of the Common Stock are listed. (f) GRANT AGREEMENTS. Each person receiving a Stock Option under the Plan shall enter into a grant agreement with the Company in the form specified by the Board of Directors. (g) SEVERABILITY. In the event any provision of the Plan shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the remaining provisions of the Plan. (h) GOVERNING LAW. The Plan shall be governed by and construed in accordance with the laws of the State of Ohio. -6- EX-12 7 l96733aexv12.txt EX-12 COMPUT. OF RATIO OF EARNINGS:FIXED CHARGES Exhibit 12 EXHIBIT 12 THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions)

9 MONTHS ENDED TWELVE MONTHS ENDED SEPTEMBER 30, DECEMBER 31, ------------- ---------------------------------------------------- 2002 2001 2000 1999 1998 1997 ---- ---- ---- ---- ---- ---- EARNINGS - -------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES $ 20.0 $ (273.0) $ 58.8 $ 300.1 $ 930.4 $ 703.0 Add: Amortization of previously capitalized interest 7.7 9.8 9.7 11.0 10.7 11.0 Minority interest in net income of consolidated subsidiaries with fixed charges 44.3 26.7 45.6 42.9 33.6 45.1 Proportionate share of fixed charges of investees accounted for by the equity method 2.8 3.1 5.7 5.5 4.8 6.5 Proportionate share of net loss of investees accounted for by the equity method 9.6 44.6 28.4 0.3 - 0.1 ------- -------- ------- ------- --------- ------- Total additions 64.4 84.2 89.4 59.7 49.1 62.7 Deduct: Capitalized interest 5.5 6.4 12.0 11.8 6.6 6.2 Minority interest in net loss of consolidated subsidiaries 5.1 19.5 8.3 4.2 2.9 3.6 Undistributed proportionate share of net income of investees accounted for by the equity method 0.5 1.1 4.3 2.2 - - ------- -------- ------- ------- --------- ------- Total deductions 11.1 27.0 24.6 18.2 9.5 9.8 TOTAL EARNINGS $ 73.3 $ (215.8) $ 123.6 $ 341.6 $ 970.0 $ 755.9 ======= ======== ======= ======= ========= ======= FIXED CHARGES - ------------- Interest expense $ 182.4 $ 292.4 $ 282.6 $ 179.4 $ 147.8 $ 119.5 Capitalized interest 5.5 6.4 12.0 11.8 6.6 6.2 Amortization of debt discount, premium or expense 6.6 7.1 1.5 0.7 1.2 0.1 Interest portion of rental expense 55.2 73.6 73.5 62.1 57.7 63.0 Proportionate share of fixed charges of investees accounted for by the equity method 2.8 3.1 5.7 5.5 4.8 6.5 ------- -------- ------- ------- --------- ------- TOTAL FIXED CHARGES $ 252.5 $ 382.6 $ 375.3 $ 259.5 $ 218.1 $ 195.3 ======= ======== ======= ======= ========= ======= TOTAL EARNINGS BEFORE FIXED CHARGES $ 325.8 $ 166.8 $ 498.9 $ 601.1 $ 1,188.1 $ 951.2 ======= ======== ======= ======= ========= ======= RATIO OF EARNINGS TO FIXED CHARGES 1.29 * 1.33 2.32 5.45 4.87

* EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2001 WERE INADEQUATE TO COVER FIXED CHARGES. 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EX-4.1

                                                                     Exhibit 4.1

                                                                  CONFORMED COPY





                              AMENDED AND RESTATED
                      FIVE-YEAR REVOLVING CREDIT AGREEMENT


                           Dated as of August 13, 2002


                                      among

                       THE GOODYEAR TIRE & RUBBER COMPANY,



                            THE LENDERS NAMED HEREIN,

                                       and

                              JPMORGAN CHASE BANK

                                    as Agent

                          J.P. MORGAN SECURITIES INC.
                             acted as Advisor, Lead
                             Arranger and Bookrunner





                                                        [CS&M Ref. No. 6701-174]

                                TABLE OF CONTENTS



Article       Section                                                             Page
- -------       -------                                                             ----
                                                                            
I.    DEFINITIONS                                                                    1


              1.01.     Defined Terms                                                1
              1.02.     Terms Generally                                             16

II.   THE CREDITS                                                                   16

              2.01.     Commitments                                                 16
              2.02.     Loans                                                       17
              2.03.     Competitive Bid Procedure                                   18
              2.04.     Standard Borrowing Procedure                                20
              2.05.     Letters of Credit                                           20
              2.06.     Refinancings                                                24
              2.07.     Fees                                                        24
              2.08.     Repayment of Loans; Evidence of Debt                        25
              2.09.     Interest on Loans                                           26
              2.10.     Default Interest                                            26
              2.11.     Unavailability of LIBO Rate and CD Rate Quotations          26
              2.12.     Termination, Reduction and Addition of Commitments          27
              2.13.     Prepayment                                                  27
              2.14.     Reserve Requirements; Change in Circumstances               28
              2.15.     Change in Legality                                          30
              2.16.     Pro Rata Treatment                                          31
              2.17.     Reimbursement of LC Disbursements-Pro Rata Treatment        31
              2.18.     Payments                                                    31
              2.19.     Taxes                                                       32
              2.20.     Termination or Assignment of Commitments                    33


III.  REPRESENTATIONS AND WARRANTIES                                                33




IV.   CONDITIONS OF EXTENSIONS OF CREDIT                                            35


              4.01.     All Extensions of Credit                                    35

              4.02.     At Closing                                                  35


V.    AFFIRMATIVE COVENANTS                                                         36




VI.   NEGATIVE COVENANTS                                                            38




VII.  EVENTS OF DEFAULT                                                             40




VIII. THE AGENT                                                                     42


                                                                            
IX.   MISCELLANEOUS


              9.01.     Notices                                                     44

              9.02.     Survival of Agreement                                       44

              9.03.     Binding Effect; Successors and Assigns                      44

              9.04.     Applicable Law                                              45

              9.05.     Waivers; Amendment                                          45

              9.06.     Expenses; Indemnity                                         46

              9.07.     Interest Rate Limitation                                    47

              9.08.     Entire Agreement                                            47

              9.09.     Information; Access and Confidentiality                     47

              9.10.     Severability                                                48

              9.11.     Counterparts                                                48

              9.12.     Headings                                                    48

              9.13.     Jurisdiction; Consent to Service of Process                 48

              9.14.     Stamp Taxes                                                 48

              9.15.     WAIVER OF JURY TRIAL                                        49

              9.16.     Change of Control Option                                    49




               
Exhibit A-1       Form of Competitive Bid Request

Exhibit A-2       Form of Notice of Competitive Bid Request

Exhibit A-3       Form of Competitive Bid

Exhibit A-4       Form of Competitive Bid Accept/Reject Letter

Exhibit A-5       Form of Standard Borrowing Request

Exhibit B         Form of Opinion of Counsel

Exhibit C         Form of Schedule of Compliance

Exhibit D         Form of Agreement Providing for Additional Lender

Exhibit E         Form of Promissory Note to Facilitate Assignments to Federal
                  Reserve Banks

Schedule 2.01     Commitments; Addresses for Notices, Reserve Percentages and
                  Assessment Rates

Schedule 2.05     Existing Letters of Credit

Schedule III      Certain Litigation



                                   AMENDED AND RESTATED FIVE-YEAR
                        REVOLVING CREDIT AGREEMENT dated as of August 13, 2002,
                        among THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio
                        corporation (the "Borrower"), the lenders listed in
                        Schedule 2.01 (together with their successors and
                        permitted assigns, the "Lenders") and JPMORGAN CHASE
                        BANK, a New York banking corporation, as administrative
                        agent for the Lenders (in such capacity, the "Agent").

            The Borrower, certain Lenders and the Agent are parties to an
Amended and Restated Five-Year Revolving Credit Agreement dated as of August 14,
2001, as amended by Amendment No. 1 dated as of November 8, 2001 (the "Existing
Credit Agreement"). The Borrower has requested that the Existing Credit
Agreement be amended and restated in the form of this Agreement. Lenders
representing at least the Majority Lenders (as herein defined) under the
Existing Credit Agreement and the Agent are willing to amend and restate the
Existing Credit Agreement in the form of this Agreement.

            The Borrower has requested the Lenders, and the Lenders are willing,
to extend credit to the Borrower in order to enable it (a) to borrow on a
standby revolving credit basis on and after the date hereof and at any time and
from time to time prior to the Maturity Date (as herein defined) a principal
amount not in excess of $750,000,000 at any time outstanding, (b) to obtain
Letters of Credit in an aggregate stated amount not in excess of $200,000,000 at
any time and (c) to provide a procedure pursuant to which the Borrower may
invite the Lenders to bid on an uncommitted basis on borrowings by the Borrower.
The Lenders are willing to extend such credit to the Borrower on the terms and
subject to the conditions herein set forth.

            Accordingly, the Borrower, the Lenders and the Agent agree as
follows:

ARTICLE I. DEFINITIONS

            SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms shall have the meanings specified below:

            "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

            "ABR Loan" shall mean any Standard Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

            "Adjusted CD Rate" shall mean, with respect to any CD Loan, the rate
per annum (rounded upward, if necessary, to the nearest 1/1000th of 1%)
equivalent to the sum of (i) the quotient of (x) the CD Rate with respect to the
Interest Period in respect of such CD Loan, divided by (y) one minus the CD
Reserve Requirement of the applicable Lender, if any, plus (ii) the Assessment
Rate of the applicable Lender, if any. The Adjusted CD Rate shall be determined
as of the first day of, and shall remain constant throughout, the applicable
Interest Period.

                                                                               2


            "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar
Loan, the rate per annum (expressed as a percentage rounded upward, if
necessary, to the nearest 1/1000th of 1%) equivalent to the sum of (i) the
quotient of (x) the LIBO Rate for the Interest Period in respect of such
Eurodollar Loan, divided by (y) one minus the Eurodollar Reserve Requirement, if
any. The Adjusted LIBO Rate shall be the rate appropriately determined to be in
effect on the first day of, and shall remain constant throughout, such Interest
Period. The Eurodollar Reserve Requirement shall be determined as at the first
day of, and shall remain constant throughout, such Interest Period.

            "Administrative Fees" shall have the meaning assigned to such term
in Section 2.07(d).

            "Affiliate" shall mean, 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.

            "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate"
shall mean the rate of interest per annum publicly announced from time to time
by the Agent as its prime rate in effect at its principal office in New York
City; each change in the Prime Rate shall be effective on the date such change
is publicly announced as effective. "Federal Funds Effective Rate" shall mean,
for any day, the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a Business Day, the average of the quotations for the day of such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it. If for any reason the Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the inability or failure of the Agent to obtain sufficient quotations
in accordance with the terms thereof, the Alternate Base Rate shall be
determined without regard to clause (b) of the first sentence of this definition
until the circumstances giving rise to such inability no longer exist. Any
change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective on the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

            "Annual Period" shall mean a period of four complete, consecutive
fiscal quarters of the Borrower, taken together and constituting one accounting
period.

            "Applicable Percentage" shall mean, with respect to any Lender, the
percentage of the Total Commitments represented by such Lender's Commitment.

            "Applicable Spread" shall mean, for any day, (a) with respect to any
Eurodollar Standard Loan or CD Loan, the applicable rate per annum set forth
below under the caption "Eurodollar Spread" or "CD Spread", as the case may be,
based upon the ratings by S&P and Moody's, respectively, applicable on such day
to the Index Debt; and (b) with respect to any ABR Loan, the applicable rate per
annum set forth below

                                                                               3



under the caption "Eurodollar Spread" (as such rate may be increased pursuant to
this definition), minus 1.00% per annum (but in no event less than zero):



                                                Eurodollar
                        Ratings                 Spread Per          CD Spread Per
Category             (S&P/Moody's)                Annum                 Annum
- --------             -------------              ----------          -------------
                                                           
1                    BBB/Baa2 or                  0.800%                0.925%
                     higher

2                    BBB-/Baa3                    1.000%                1.125%

3                    BB+/Ba1                      1.400%                1.525%

4                    lower than                   1.500%                1.625%
                     BB+/ba1 or
                     unrated


For purposes of the foregoing, (i) if either Moody's or S&P shall not have in
effect a rating for the Index Debt (other than by reason of the circumstances
referred to in the second following sentence of this definition), then such
rating agency shall be deemed to have established a rating in Category 4; (ii)
if the ratings established or deemed to have been established by Moody's and S&P
for the Index Debt shall fall within different Categories, the Applicable Spread
shall be based on the lower of the ratings; and (iii) if the ratings established
or deemed to have been established by Moody's and S&P for the Index Debt shall
be changed (other than as a result of a change in the rating system of Moody's
or S&P), such change shall be effective as of the date on which it is first
announced by the applicable rating agency. Each change in the Applicable Spread
shall apply during the period commencing on the effective date of such change
and ending on the date immediately preceding the effective date of the next such
change. If the rating system of Moody's or S&P shall change, or if either such
rating agency shall cease to be in the business of rating corporate debt
obligations, the Borrower and the Lenders shall negotiate in good faith to amend
this definition to reflect such changed rating system or the unavailability of
ratings from such rating agency and, pending the effectiveness of any such
amendment, the Applicable Spread shall be determined by reference to the rating
most recently in effect prior to such change or cessation. Notwithstanding the
foregoing, (a) if the Borrower's Leverage Ratio as of the last day of the fiscal
quarter most recently ended is greater than 55%, then the Eurodollar Spread
shall be increased as necessary so that the sum of the Eurodollar Spread and the
Facility Fee Percentage shall not be less than 1.500% per annum and (b) if the
Borrower's Leverage Ratio as of the last day of the fiscal quarter most recently
ended is equal to or less than 55% but greater than 40%, then the Eurodollar
Spread shall be increased as necessary so that the sum of the Eurodollar Spread
and the Facility Fee Percentage shall not be less than 1.250% per annum. In the
event that the Eurodollar Spread shall be increased as above, the CD Spread
shall be increased accordingly and shall at all times equal the Eurodollar
Spread plus 0.125% per annum. Each change in the Applicable Spread resulting
from a change in the Leverage Ratio as of the end of any fiscal quarter will be
effective as of the date of delivery by the Borrower of a certificate setting
forth the calculation of the Leverage Ratio as at the end of such fiscal
quarter, which certificate shall be delivered with the annual and/or quarterly
financial statements required to be delivered under paragraph (c) of Article V.
Notwithstanding the foregoing, at any time that the Borrower shall fail to
deliver to the Agent such certificate by the time required under such paragraph
(c), the Leverage Ratio

                                                                               4


shall be deemed to be greater than 55% until such time as the Borrower shall so
deliver such certificate.

            "Assessment Rate" shall mean, at any date as of which any
determination thereof is being or to be made and with respect to any CD Loan and
the applicable Interest Period in respect of which any determination thereof is
being or to be made, the aggregate of the net annual assessment rates or similar
fees or charges (expressed on a per annum percentage basis, rounded upward, if
necessary, to the nearest 1/1000th of 1%), if any, paid by the Lender making
such Loan on its Dollar time deposits in the United States of America insured by
the Federal Deposit Insurance Corporation (or any successor agency) or any other
Governmental Body which has general jurisdiction over such Lender; such rates,
fees or charges, if any, shall be determined by annualizing the then most recent
assessment rates or similar fees or charges levied on such Lender by said
Corporation or other Governmental Body with respect to such Dollar time deposits
evidenced by certificates of deposit or equivalent instruments in amounts and
for periods substantially equal to the applicable Interest Period.

            "Attributable Debt" means, with respect to any Sale-Leaseback
Transaction, the present value (discounted at a rate equal to the prevailing
yield at the date such Sale-Leaseback Transaction is entered into on United
States Treasury obligations having a maturity substantially equal to the term of
the lease included in such Sale-Leaseback Transaction plus 3% per annum) of the
total obligations of the lessee for rental payments (other than amounts required
to be paid on account of taxes, maintenance, repairs, insurance, assessments,
utilities, operating and labor costs and other items which do not constitute
payments for property rights or amounts related to contingent rents (such as
those based on sales)) 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 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) or the Attributable Debt determined assuming no such termination.

            "Authorized Officer" shall mean (i) any of the Chairman of the
Board, any Vice Chairman of the Board, any President, any Executive Vice
President, any Senior Vice President, any Vice President and the Treasurer of
the Borrower, and (ii) in respect of all matters relating to this Agreement
other than the execution and delivery of this Agreement, the Secretary, any
Assistant Treasurer or any Assistant Secretary of the Borrower and any other
person designated in writing by any officer specified in clause (i) above as
duly authorized to act on behalf of the Borrower hereunder.

            "Board" shall mean the Board of Governors of the Federal Reserve
System of the United States.

            "Borrowing" shall mean a group of Loans of a single Type made by the
Lenders (or, in the case of a Competitive Borrowing, by the Lender or Lenders
whose Competitive Bids have been accepted pursuant to Section 2.03) on a single
date and as to which a single Interest Period is in effect.


                                                                               5

            "Business Day" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which banks are
open for business in New York City; provided, however, that, when used in
connection with a Eurodollar Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in Dollar deposits in the
London interbank market.

            "CD Borrowing" shall mean a Borrowing comprised of CD Loans.

            "CD Loan" shall mean any Standard Loan bearing interest at a rate
determined by reference to the Adjusted CD Rate in accordance with the
provisions of Article II.

            "CD Rate" shall mean with respect to any CD Borrowing for any
Interest Period, the rate of interest (expressed as an annual rate) equal to the
rate specified in respect of certificates of deposit or similar instruments
having a maturity which is equal or substantially equal to such Interest Period,
which rate appears on the display designated as page "FEDM" on the Reuter System
(or on such other display on the Reuter System as shall then display rates for
the purchase at face value of certificates of deposit or equivalent instruments)
at 10:00 a.m., New York City time, on the first day of such Interest Period;
provided, that, if no rates can be obtained from page "FEDM" of the Reuter
System (or such other display), CD Rate shall be equal to the rate set forth
under the caption "Certificates of Deposit" in the daily statistical release
published by the Federal Reserve Bank of New York entitled "Composite 3:30 p.m.
Quotations for U.S. Government Securities", or any successor publication (the
"Composite Quotations"), for the first day of such Interest Period in respect of
certificates of deposit having a maturity substantially equal to such Interest
Period; provided, further, that if no rates are available from the Reuter System
or the Composite Quotations, or the Agent or the Borrower shall in good faith
reasonably determine (and promptly give notice to the other party of such
determination) that the CD Rate in respect of such Interest Period determined as
aforesaid is materially higher (as reasonably determined by the Borrower) or
lower (as reasonably determined by the Agent) than the prevailing rate of
interest the Agent is required to pay to acquire funds evidenced by
non-negotiable certificates of deposit in amounts of $1,000,000 or more for a
period substantially equal to such Interest Period, then, in any such event, CD
Rate shall mean, with respect to such Interest Period and to the applicable CD
Borrowing, the arithmetic average (expressed as a percentage rounded upward, if
necessary, to the nearest 1/1000th of 1%) of the offered rates (each expressed
as a per annum rate) offered by leading New York City dealers in negotiable
certificates of deposit at 10:30 a.m., New York City time, on the first day of
such Interest Period for the purchase at face value from the Agent of negotiable
certificates of deposit or equivalent instruments in amounts of $1,000,000 or
more for the period of, or for a period comparable or substantially equal to,
such Interest Period.

            "CD Reserve Requirement" shall mean, at any date as of which any
determination thereof is being or to be made and with respect to any CD Loan and
the applicable Interest Period in respect of which any determination thereof is
being or to be made, the amount (expressed as a decimal, rounded upward, if
necessary, to six decimal places) equal to the sum of (i) the aggregate of all
reserve requirements (including, without duplication, all basic, supplemental,
marginal and other reserves) in effect on such date (as established under
Regulation D of the Board, or any other regulation of the Board which prescribes
reserve requirements applicable to Dollar non-personal time deposits then in
effect and applicable to the Lender making such Loan), on Dollar

                                                                               6


non-personal time deposits in the United States of the type used as a reference
in determining the CD Rate and having a maturity equal or comparable to the
applicable Interest Period, as and to the extent that such Lender is subject to
such requirements, and (ii) the aggregate of all reserve or similar requirements
of any other Governmental Body having jurisdiction over such Lender in respect
of such Dollar non-personal time deposits in the United States having a maturity
equal or comparable to the applicable Interest Period.

            "Closing Date" shall mean August 13, 2002.

            "Code" shall mean the Internal Revenue Code of 1986, as the same may
be amended from time to time.

            "Commitment" shall mean, with respect to each Lender, the commitment
of such Lender hereunder as set forth in Schedule 2.01 hereto, as such Lender's
Commitment may be permanently terminated or reduced from time to time pursuant
to Section 2.12. Schedule 2.01 will be deemed to have been appropriately amended
to reflect any addition of a Commitment pursuant to Section 2.12(d), assignment
pursuant to Section 9.03 or termination or reduction of any Commitment.

            "Competitive Bid" shall mean an offer by a Lender to make a
Competitive Loan pursuant to Section 2.03.

            "Competitive Bid Accept/Reject Letter" shall mean a notification
made by the Borrower pursuant to Section 2.03(d) in the form of Exhibit A-4.

            "Competitive Bid Rate" shall mean, as to any Competitive Bid made by
a Lender pursuant to Section 2.03(b), (i) in the case of a Eurodollar Loan, the
Margin, and (ii) in the case of a Fixed Rate Loan, the fixed rate of interest
offered by the Lender making such Competitive Bid.

            "Competitive Bid Request" shall mean a request made pursuant to
Section 2.03 in the form of Exhibit A-1.

            "Competitive Borrowing" shall mean a borrowing consisting of a
Competitive Loan or concurrent Competitive Loans from the Lender or Lenders
whose Competitive Bids for such Borrowing have been accepted by the Borrower
under the bidding procedure described in Section 2.03.

            "Competitive Loan" shall mean a Loan from a Lender to the Borrower
pursuant to the bidding procedure described in Section 2.03. Each Competitive
Loan shall be a Eurodollar Competitive Loan or a Fixed Rate Loan.

            "Consolidated" shall refer to the consolidation of the accounts of
the Borrower and the Subsidiaries in accordance with generally accepted
accounting principles, including principles of consolidation.

            "Consolidated Debt" shall mean, as at the date as of which any
determination thereof is being or to be made, Debt of the Borrower and the
Subsidiaries, without duplication, determined on a Consolidated basis in
accordance with generally accepted accounting principles.

                                       7


            "Consolidated Financial Statements of the Borrower" shall mean the
Consolidated balance sheet of the Borrower and Subsidiaries as at December 31,
2001 and 2000 and the Consolidated statements of income, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
2001, and the Notes to Financial Statements in respect thereof, together with
the Report of PricewaterhouseCoopers LLP, independent accountants, in respect
thereof, all as set forth at pages 52 through 80, inclusive, of the Annual
Report on Form 10-K for the Borrower for the year ended December 31, 2001, a
copy of which has heretofore been delivered to each of the Lenders.

            "Consolidated Interest Expense" shall mean, with respect to any
Annual Period in respect of which a determination thereof is being or to be
made, without duplication and excluding intercorporate transactions among the
Borrower and the Subsidiaries, the sum of (i) Consolidated interest accrued in
respect of all Consolidated Debt of the Borrower and the Subsidiaries during
such Annual Period, whether or not paid and whether expensed or capitalized,
calculated and determined after giving effect, as and to the extent permitted by
generally accepted accounting principles, to any amounts paid or received by the
Borrower or the Subsidiaries under interest rate exchange and similar agreements
and arrangements which are intended to hedge or limit interest rates and
expenses, plus (ii) amortization of debt expense and discount or premium
relating to any such Debt (including and giving effect to any similar amounts
paid or received by the Borrower and the Subsidiaries under any such interest
rate exchange or similar agreement or arrangement) during such period, whether
or not paid and whether expensed or capitalized, plus (iii) the portion of
rental expense payable during such period pursuant to all capital lease
obligations (which are recorded as Debt) representing imputed interest recorded
in accordance with generally accepted accounting principles.

            "Consolidated Net Worth" shall mean, as at the end of any fiscal
quarter in respect of which a determination thereof is being or to be made, the
Consolidated stated capital, surplus and retained earnings of the Borrower and
the Subsidiaries, before (i) foreign currency translation adjustment and (ii)
the effect (on such retained earnings) of the recognition of the one time charge
for the "transition obligation" of the Borrower and the Subsidiaries upon the
Borrower's adoption of, and under and in accordance with the applicable
provisions of, Statement of Financial Accounting Standards No. 106, "Employers'
Accounting for Postretirement Benefits other than Pensions" in 1992.

            "Consolidated Operating Income" shall mean, with respect to any
Annual Period in respect of which a determination thereof is being or to be
made, the Consolidated net sales of the Borrower and the Subsidiaries for such
Annual Period, plus other income, depreciation and amortization, minus cost of
goods sold and selling, administrative and general expense properly attributable
to continuing operations of the Borrower and the Subsidiaries for such Annual
Period.

            "Control" shall mean 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.

            "Debt" shall mean and shall include, as at the date as of which any
determination thereof is being or is to be made and in respect of any Person,
without duplication and excluding in the case of the Borrower and the
Subsidiaries intercorporate

                                                                               8


debt and other intercorporate obligations solely among the Borrower and the
Subsidiaries, all (i) indebtedness of such Person for borrowed money, (ii)
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, (iii) obligations of such Person to pay the deferred
purchase price of property or services under conditional sales or other similar
agreements which provide for the deferral of the payment of the purchase price
for a period in excess of one year following the date of such Person's receipt
and acceptance of the complete delivery of such property and/or services, (iv)
obligations of such Person as lessee under leases which obligations are, in
accordance with generally accepted accounting principles, recorded as capital
lease obligations, and (v) obligations of such Person under direct or indirect
guaranties in respect of, and obligations (contingent or otherwise) of such
Person to purchase or otherwise acquire, indebtedness or obligations of others
of the kinds referred to in clauses (i) through (iv) above. Whenever any
determination of the amount of Debt (or of Consolidated Debt or Funded Debt) is
required or permitted to be, or is otherwise being or to be, made for any
purpose under this Agreement, the amount of any such Debt denominated in any
currency other than Dollars shall be calculated at the Dollar Equivalent of such
Debt as at the date as of which such determination of the amount of Debt is
being or to be made, except that, if all or any portion of the principal amount
of any such Debt which is payable in a currency other than Dollars is hedged
into Dollars, the principal amount of such hedged Debt, or the hedged portion
thereof, shall be deemed to be equal to the amount of Dollars specified in, or
determined pursuant to, the applicable hedging contract.

            "Dollar Equivalent" shall mean, in respect of any amount of any
currency, and as at the date and time as of which any determination thereof is
being or to be made, that number of Dollars into which such amount of currency
may be converted on such date, which shall be equal to the product of (a) the
principal amount of such currency (expressed in standard units of such currency)
multiplied by (b) the prevailing spot rate for exchanging such currency into
Dollars as quoted on page "Spot" of the Reuter System as at such date and time
as of which the determination of Dollar Equivalent is being or to be made, or,
if no rate is quoted in respect of such currency on the Reuter System display
designated page "Spot" as at such date and time, the prevailing spot rate for
exchanging such currency into Dollars in the New York City foreign currency
exchange market (or, if a more substantial and liquid market for the exchange of
such currency, the London currency exchange market or the currency exchange
market in the principal financial center of such currency) as at such date and
time.

            "Dollars" or "$" shall mean lawful money of the United States of
America.

            "Domestic Subsidiary" shall mean any Subsidiary incorporated or
organized in, or engaged (directly or through its subsidiaries) primarily in
business in, the United States of America, any state, territory or possession
thereof or the District of Columbia.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time, and the regulations
promulgated and the rulings issued thereunder.

            "ERISA Liabilities" shall mean, as at the date as of which any
determination in respect thereof is being or to be made, the minimum liability
with respect to Plans which would be required to be reflected at such time as a
liability on the Consolidated balance sheet of the Borrower and the Subsidiaries
under paragraphs 36 and

                                                                               9


70 of Statement of Financial Accounting Standards No. 87 as such statement may
from time to time be amended, modified or supplemented, or under any successor
statement issued in replacement thereof.

            "Eurodollar Borrowing" shall mean a Borrowing comprised of
Eurodollar Loans.

            "Eurodollar Competitive Loan" shall mean any Competitive Loan
bearing interest at a rate determined by reference to the LIBO Rate in
accordance with the provisions of Article II.

            "Eurodollar Loan" shall mean any Eurodollar Competitive Loan or
Eurodollar Standard Loan.

            "Eurodollar Reserve Requirement" shall mean, at any date as of which
any determination thereof is being or to be made and with respect to any
Eurodollar Loan and the applicable Interest Period in respect of which any
determination thereof is being or to be made, the amount (expressed as a
decimal, rounded upward, if necessary, to six decimal places) of the applicable
statutory reserve or similar requirements (including, without duplication, all
basic, supplemental, marginal, emergency, special and other reserves), if any,
on Eurodollar deposits applicable to and imposed upon the applicable Lender from
time to time under regulations issued from time to time by the Board (or any
successor) for determining the minimum reserve requirement (including, without
limitation, any such reserve requirements under Regulation D of the Board and
any emergency, supplemental or other marginal reserve requirements), or by any
other Governmental Body having jurisdiction over such Lender, applicable to such
Lender with respect to liabilities or assets consisting of or including
Eurocurrency liabilities (as defined in Regulation D of the Board, as in effect
from time to time) having a term substantially equal to such Interest Period.

            "Eurodollar Standard Loan" shall mean any Standard Loan bearing
interest at a rate determined by reference to the LIBO Rate in accordance with
the provisions of Article II.

            "Event of Default" shall have the meaning assigned to such term in
Article VII.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and any successor Federal statute.

            "Excluded Taxes" shall mean, with respect to any Lender, (a) income
or franchise taxes imposed on (or measured by) its net income by the United
States of America (or any political subdivision thereof), or by the jurisdiction
under which such Lender is organized or in which its principal office or any
lending office from which it makes Loans hereunder is located, (b) any branch
profit taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above, (c) any withholding tax
that is imposed by the United States of America (or any political subdivision
thereof) on payments to such Lender by the Borrower from an office within such
jurisdiction to the extent such tax is in effect and would apply as of the date
such Lender becomes a party to this Agreement or relates to payments received by
a new lending office designated by such Lender and is in effect and would apply
at the time such

                                                                              10


lending office is designated or (e) any withholding tax that is attributable to
such Lender's failure to comply with Section 2.19(e), except, in the case of
clause (c) above, to the extent that (i) such 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 the Borrower with respect to
such withholding tax pursuant to Section 2.19(a) or (ii) such withholding tax
shall have resulted from the making of any payment to a location other than the
office designated by the Agent for the receipt of payments of the applicable
type from the Borrower.

            "Existing Issuing Banks" means the banks listed on Schedule 2.05 in
their capacity as issuing banks in respect of Existing Letters of Credit.

            "Existing Letters of Credit" means the outstanding letters of credit
set forth on Schedule 2.05.

            "Facility Fee" shall have the meaning assigned to such term in
Section 2.07(a).

            "Facility Fee Percentage" shall mean, for any day, the applicable
rate per annum set forth below under the caption "Facility Fee Percentage",
based upon the ratings by S&P and Moody's, respectively, applicable on such day
to the Index Debt:



                        Ratings
Category              (S&P/Moody's)                 Facility Fee Percentage
- --------              -------------                 -----------------------
                                              
1                     BBB/Baa2 or higher                    0.200%


2                     BBB-/Baa3                             0.250%

3                     BB+/Ba1                               0.350%

4                     lower than BB+/Ba1 or                 0.500%
                      unrated


For purposes of the foregoing, (i) if either Moody's or S&P shall not have in
effect a rating for the Index Debt (other than by reason of the circumstances
referred to in the second following sentence of this definition), then such
rating agency shall be deemed to have established a rating in Category 4; (ii)
if the ratings established or deemed to have been established by Moody's and S&P
for the Index Debt shall fall within different Categories, the Facility Fee
Percentage shall be based on the lower of the ratings; and (iii) if the ratings
established or deemed to have been established by Moody's and S&P for the Index
Debt shall be changed (other than as a result of a change in the rating system
of Moody's or S&P), such change shall be effective as of the date on which it is
first announced by the applicable rating agency. Each change in the Facility Fee
Percentage shall apply during the period commencing on the effective date of
such change and ending on the date immediately preceding the effective date of
the next such change. If the rating system of Moody's or S&P shall change, or if
either such rating agency shall cease to be in the business of rating corporate
debt obligations, the Borrower and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed

                                                                              11


rating system or the unavailability of ratings from such rating agency and,
pending the effectiveness of any such amendment, the Facility Fee Percentage
shall be determined by reference to the rating most recently in effect prior to
such change or cessation. Notwithstanding the foregoing, if the Borrower's
Leverage Ratio as of the last day of the fiscal quarter most recently ended is
greater than 55%, then the Facility Fee Percentage shall not be less than 0.250%
per annum. Each change in the Facility Fee Percentage resulting from a change in
the Leverage Ratio as of the end of any fiscal quarter will be effective as of
the date of delivery by the Borrower of a certificate setting forth the
calculation of the Leverage Ratio as at the end of such fiscal quarter, which
certificate shall be delivered with the annual and/or quarterly financial
statements required to be delivered under paragraph (c) of Article V.
Notwithstanding the foregoing, at any time that the Borrower shall fail to
deliver to the Agent such certificate by the time required under such paragraph
(c), the Leverage Ratio shall be deemed to be greater than 55% until such time
as the Borrower shall so deliver such certificate.

            "Fees" shall mean the Facility Fee, the Utilization Fee, the
Administrative Fees, any Participation Fees and any Fronting Fees.

            "Fixed Rate" shall mean with respect to any Fixed Rate Loan, the
fixed rate of interest per annum specified by the Lender making such Loan in its
related Competitive Bid.

            "Fixed Rate Borrowing" shall mean a Borrowing comprised of Fixed
Rate Loans.

            "Fixed Rate Loan" shall mean any Competitive Loan bearing interest
at a fixed percentage rate per annum (expressed in the form of a decimal to no
more than four decimal places) specified by the Lender making such Loan in its
Competitive Bid.

            "Fronting Fee" shall have the meaning assigned to such term in
Section 2.07(b).

            "Funded Debt" shall mean and include, as at any date as of which any
determination thereof is being or to be made, any Debt of the Borrower which by
its terms (i) matures more than one year after the date on which it was issued,
incurred, assumed or guaranteed by the Borrower, or (ii) matures one year or
less after the date it was issued, incurred, guaranteed or assumed which at such
date may be renewed at the sole election or option of the Borrower so as to
mature more than one year after such date.

            "Governmental Body" shall mean the United States of America, any
State thereof, any other country or any political subdivision of such other
country, or any department, agency, commission, board, bureau or instrumentality
of the United States of America, any State thereof, any other country or
political subdivision of such other country or any subdivision of any of them,
and, to the extent the term is used in respect of the Agent or any Lender, any
quasi-governmental body, agency or authority (including any central bank)
exercising regulatory authority over the Agent or any Lender pursuant to
applicable law in respect of the transactions contemplated by this Agreement.

            "Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

                                                                              12


"Interest Payment Date" shall mean, with respect to any Loan, the last day of
the Interest Period applicable thereto and the Maturity Date and, in the case of
a Eurodollar Loan or a CD Loan with an Interest Period of more than three
months' duration or a Fixed Rate Loan with an Interest Period of more than 90
days' duration, each day that would have been an Interest Payment Date for such
Loan had successive Interest Periods of three months' duration or 90 days'
duration, as the case may be, been applicable to such Loan and, in addition, the
date of any refinancing or conversion of such Loan with or to a Loan of a
different Type; provided that with respect to any ABR Loan, Interest Payment
Date shall mean the last day of each fiscal quarter.

            "Index Debt" shall mean the Borrower's senior, unsecured,
non-credit-enhanced long-term Debt for borrowed money.

            "Information Memorandum" means the Confidential Information
Memorandum dated July 2002 relating to the Borrower and this Agreement.

            "Interest Period" shall mean (a) as to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing or on the last day of the
immediately preceding Interest Period applicable to such Borrowing, as the case
may be, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1,
2, 3, 6 or 12 months thereafter (or, in the case of a Eurodollar Competitive
Borrowing, on any day that is 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 or 12 months
thereafter), as the Borrower may elect, (b) as to any CD Borrowing, a period of
30, 90 or 180 days' duration, as the Borrower may elect, commencing on the date
of such Borrowing or on the last day of the immediately preceding Interest
Period applicable to such Borrowing, as the case may be, (c) as to any ABR
Borrowing, the period commencing on the date of such Borrowing and ending on the
date 90 days thereafter or, if earlier, on the Maturity Date or the date of
prepayment of such Borrowing and (d) as to any Fixed Rate Borrowing, the period
commencing on the date of such Borrowing and ending on the date specified in the
Competitive Bids in which the offers to make the Fixed Rate Loans comprising
such Borrowing were extended, which shall not be earlier than seven days after
the date of such Borrowing or later than the Maturity Date; provided, however,
that 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, in
the case of Eurodollar Loans only, 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. Interest shall accrue from and including the first
day of an Interest Period to but excluding the last day of such Interest Period.

            "Issuing Bank" shall mean JPMorgan Chase Bank and any one or more
other Lenders designated in writing by the Borrower in a notice delivered to the
Agent, and their respective successors in such capacity; provided that such
other Lenders shall have consented to such designation. The term "Issuing Bank"
shall also mean each of the Existing Issuing Banks solely as such term is used
in reference to the Existing Letters of Credit. The Issuing Banks may, in their
respective discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of such Issuing Banks, in which case the term "Issuing Bank" shall
include any such Affiliates with respect to Letters of Credit issued by such
Affiliates.

            "LC Disbursement" shall mean a payment made by any Issuing Bank
pursuant to a Letter of Credit.

                                                                              13


            "LC Exposure" shall mean, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time. The LC Exposure of any Lender at any
time shall be its Applicable Percentage of the total LC Exposure at such time.

            "Letter of Credit" shall mean any letter of credit issued pursuant
to this Agreement.

            "Leverage Ratio" shall mean, as at the end of any fiscal quarter in
respect of which a determination thereof is being or to be made, the quotient
(expressed as a percentage) of (a) the sum of (i) "notes payable to banks and
overdrafts", plus (ii) "long term debt due within one year", plus (iii) "long
term debt and capital leases" (as each such item is reported on the Consolidated
balance sheet of the Borrower and the Subsidiaries as at the end of such fiscal
quarter), plus (iv) the net proceeds from the sale of domestic accounts
receivable outstanding at the end of such fiscal quarter (determined in a manner
consistent with that used in preparing the Borrower's 2001 Annual Report on Form
10-K), divided by (b) the sum of (i) Consolidated Net Worth (without giving
effect to the exclusion contained in clause (ii) of the definition of the term
"Consolidated Net Worth" and without giving effect to the $499.3 million
after-tax writedown of the Borrower's Oil Transportation Segment Assets in
December of 1996), plus (ii) the sum obtained pursuant to clause (a) above.

            "LIBO Rate" shall mean, with respect to any Interest Period relating
to a Eurodollar Loan, the rate of interest (expressed as an annual rate) equal
to the British Bankers Association (the "BBA") interest settlement rate for
United States Dollars (the "BBA Interest Settlement Rate for USD") for a period
substantially equal to such Interest Period as quoted at page 3750 of the
Telerate Service ("Telerate 3750"), or at such page or display as may replace
Telerate 3750 or on such other service as may be nominated by the BBA as the
information vendor for the purpose of displaying the BBA Interest Settlement
Rate for USD ("BBA Interest Settlement Rate Screen"), for delivery on the first
day of such Interest Period, such rate to be established from the quote on
Telerate 3750 at 11:00 a.m. (or as near as practicable thereto), London time,
two Business Days prior to the first day of such Interest Period (which shall be
a Business Day); provided, that, if no rate for the relevant Interest Period is
quoted on Telerate 3750, or any successor or substitute BBA Interest Settlement
Rate Screen, then the LIBO Rate shall be the rate of interest equal to the
arithmetic average (expressed as a percentage rounded upward, if necessary, to
the nearest 1/1000th of 1%) of the rates (expressed as annual rates) at which
deposits in Dollars in amounts of $5,000,000 or more for a period substantially
equal to such Interest Period are offered by the LIBOR Reference Banks to prime
banks in the London interbank market for delivery on the first day of such
Interest Period, such rates to be established from quotes obtained at (or as
near as practicable to) 12:00 noon (London time) two Business Days prior to the
first day of such Interest Period (which shall be a Business Day); provided
further, that, if with respect to any such Interest Period fewer than two LIBOR
Reference Banks are offering quotations, then the LIBO Rate shall be equal to
the arithmetic average (rounded upward, if necessary, to the nearest 1/1000th of
1%) of the rates (expressed as annual rates) at which the Reference Banks are
offered deposits in Dollars in New York in amounts of $5,000,000 or more for
delivery on the first day of such Interest Period for a period substantially
equal to the Interest Period by leading banks in the New York interbank market
as of 11:00 a.m. (New York time) on the first day of such Interest Period (which
shall be a business day). As used herein, the term

                                                                              14


"LIBOR Reference Banks" shall mean JPMorgan Chase Bank, BNP Paribas, London, and
Credit Suisse, London, Limited, and the term "Reference Banks" shall mean Bank
of America, N.A., Citibank, N.A., and Commerzbank Aktiengesellschaft.

            "Lien" shall mean, with respect to any asset, (a) any mortgage, deed
of trust, lien, pledge, encumbrance, charge or security interest in or on such
asset or (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset.

            "Loan" shall mean a Competitive Loan or a Standard Loan, whether
made as a Eurodollar Loan, a CD Loan, an ABR Loan or a Fixed Rate Loan, as
permitted hereby.

            "Majority Lenders" shall mean, at any time, Lenders having
Commitments representing at least a majority of the Total Commitment.

            "Manufacturing Facility" shall mean any plant, other facility or
equipment owned by the Borrower or a Subsidiary which is used primarily to
manufacture automotive or other products, but shall not include (i) retread
plants, facilities or equipment, (ii) plants, facilities or equipment which, in
the opinion of the Board of Directors of the Borrower, are not of material
importance to the total business conducted by the Borrower and the Subsidiaries,
or (iii) plants, facilities or equipment which, in the opinion of the Board of
Directors of the Borrower, are used primarily for transportation, marketing or
warehousing.

            "Margin" shall mean, as to any Eurodollar Competitive Loan, the
margin (expressed as a percentage rate per annum in the form of a decimal to no
more than four decimal places) to be added to or subtracted from the LIBO Rate
in order to determine the interest rate applicable to such Loan, as specified in
the Competitive Bid relating to such Loan.

            "Maturity Date" shall mean August 15, 2005.

            "Moody's" shall mean Moody's Investors Service, Inc.

            "Net Income" shall mean, with respect to any period in respect of
which a determination is being made or to be made, consolidated net income of
the Borrower and the Subsidiaries for such period determined in accordance with
generally accepted accounting principles in the United States, as in effect on
the Closing Date.

            "Participation Fee" shall have the meaning assigned to such term in
Section 2.07(b).

            "Person" shall mean any natural person, corporation, business trust,
joint venture, association, company, partnership or Governmental Body.

            "Plan" shall mean an employee benefit plan, other than a
Multiemployer Plan (as defined in Section 4001(a)(3) of ERISA), which (i) is
(or, in the event that any such plan has been terminated within five years of a
transaction described in Section 4069 of ERISA, was) maintained for employees of
the Borrower (or any trade or business which would be considered as under common
control with the Borrower within the

                                                                              15


meaning of Section 4001(b) of ERISA) and subject to Title IV of ERISA, and (ii)
has assets having an aggregate market value in excess of $100,000,000.

            "Related Parties" shall mean, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

            "Required Lenders" shall mean, at any time, Lenders having
Commitments representing at least two-thirds of the Total Commitment or, for
purposes of acceleration pursuant to clause (ii) of Article VII, Lenders holding
Loans representing at least two-thirds of the aggregate principal amount of the
Loans outstanding.

            "Reuter System" shall mean the Reuter Monitor Money Rates Service.

            "Sale-Leaseback Transaction" shall mean any arrangement whereby the
Borrower or a Domestic Subsidiary shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
sold or transferred.

            "Schedule of Compliance" shall mean a Schedule of Compliance,
substantially in the form of Exhibit C, prepared by the Borrower and delivered
to the Lenders pursuant to subsection (c) of Article V.

            "S&P" shall mean Standard and Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., and its successors.

            "Standard Borrowing" shall mean a borrowing consisting of
simultaneous Standard Loans from each of the Lenders.

            "Standard Borrowing Request" shall mean a request made pursuant to
Section 2.04 in the form of Exhibit A-5.

            "Standard Loans" shall mean the revolving loans made by the Lenders
to the Borrower pursuant to Sections 2.01 and 2.04. Each Standard Loan shall be
a Eurodollar Standard Loan, a CD Loan or an ABR Loan.

            "Subsidiary" shall mean any corporation, partnership, limited
liability company, joint venture, trust or estate of which (or in which) more
than 50% of

            (i) the outstanding capital stock having ordinary voting power to
      elect a majority of the board of directors of such corporation
      (irrespective of whether or not at the time capital stock of any other
      class or classes of such corporation shall or might have voting power upon
      the occurrence of any contingency),

            (ii) the interest in the capital or profits of such partnership,
      limited liability company or joint venture, or

            (iii) the beneficial interest of such trust or estate,

is at the time directly or indirectly owned by the Borrower, by the Borrower and
one or more other Subsidiaries, or by one or more other Subsidiaries.

                                                                              16


            "Supplemental Amount" shall mean, as at the end of any fiscal
quarter of the Borrower in respect of which a determination thereof is being or
to be made, the Dollar amount (if a positive number), if any, which is equal to
the product of (x) the remainder obtained by subtracting Consolidated Net Worth
of Borrower at June 30, 2002 from the Consolidated Net Worth of Borrower as at
the end of such fiscal quarter, multiplied by (y) .50.

            "Taxes" shall mean any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Body.

            "Term Loan Agreement" shall mean the Borrower's Three-Year Term Loan
Agreement dated as of March 30, 2001, as amended.

            "Term Loan Agreement Amendment" shall mean the amendment dated as of
the date hereof to the Borrower's Term Loan Agreement.

            "364-Day Amendment and Restatement" shall mean the amendment and
restatement dated as of the date hereof of the Borrower's Amended and Restated
364-Day Revolving Credit Agreement dated as of August 14, 2001, as amended.

            "Total Commitment" shall mean at any time the aggregate amount of
the Lenders' Commitments, as in effect at such time.

            "Type", when used in respect of any Loan or Borrowing, shall refer
to the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, "Rate" shall
include the LIBO Rate, the CD Rate, the Alternate Base Rate and the Fixed Rate.

            "Utilization Fee" shall have the meaning assigned to such term in
Section 2.07(c).

            SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both 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".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with generally accepted accounting principles in the
United States, as in effect on the Closing Date.

ARTICLE II. THE CREDITS

            SECTION 2.01. Commitments. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly, to make Standard Loans to the Borrower, at
any time and from time to time on and after the date hereof and until the
earlier of the Maturity Date or the termination of the Commitment of such
Lender, in an aggregate principal amount at any time outstanding not to exceed
such Lender's Commitment minus the sum of such Lender's LC Exposure and the
amount by which the Competitive Loans outstanding at such time shall be deemed
to have used such Commitment pursuant to Section 2.16, subject, however, to the
conditions that (a) at no time shall (i) the sum of (x) the

                                       17


outstanding aggregate principal amount of all Standard Loans made by all Lenders
plus (y) the outstanding aggregate principal amount of all Competitive Loans
made by all Lenders plus (z) the aggregate LC Exposure exceed (ii) the Total
Commitment and (b) at all times the outstanding aggregate principal amount of
all Standard Loans made by each Lender shall equal the product of (i) the
percentage which its Commitment represents of the Total Commitment times (ii)
the outstanding aggregate principal amount of all Standard Loans made pursuant
to Section 2.04. Each Lender's Commitment is set forth opposite its respective
name in Schedule 2.01. Such Commitments may be terminated, reduced or extended
from time to time pursuant to Section 2.12.

            Within the foregoing limits, the Borrower may borrow, pay or prepay
and reborrow hereunder, on and after the Closing Date and prior to the Maturity
Date, subject to the terms, conditions and limitations set forth herein.

            SECTION 2.02. Loans. (a) Each Standard Loan shall be made as part of
a Borrowing consisting of Loans made by the Lenders ratably in accordance with
their Commitments; provided, however, that the failure of any Lender to make any
Standard Loan shall not in itself relieve any other Lender of its obligation to
lend hereunder (it being understood, however, that no Lender shall be
responsible for the failure of any other Lender to make any Loan required to be
made by such other Lender). Each Competitive Loan shall be made in accordance
with the procedures set forth in Section 2.03. The Standard Loans or Competitive
Loans comprising any Borrowing shall be in an aggregate principal amount which
is an integral multiple of $1,000,000 and not less than $25,000,000 in the case
of Standard Loans and $5,000,000 in the case of Competitive Loans (or an
aggregate principal amount equal to the remaining balance of the available Total
Commitment); provided that any ABR Loan made to finance any reimbursement of an
LC Disbursement as contemplated in Section 2.05(e) may be in an amount equal to
the amount of such reimbursement payment).

            (b) Each Competitive Borrowing shall be comprised entirely of
Eurodollar Competitive Loans or Fixed Rate Loans, and each Standard Borrowing
shall be comprised entirely of Eurodollar Standard Loans, CD Loans or ABR Loans,
as the Borrower may request pursuant to Section 2.03 or 2.04, as applicable.
Borrowings of more than one Type or of the same Type and having different
Interest Periods may be outstanding at the same time. For purposes of the
foregoing, Loans of different Types and Loans having different Interest Periods,
regardless of whether they commence on the same date, shall be considered
separate Loans and separate Borrowings.

            (c) Subject to Section 2.06, each Lender shall make each Loan to be
made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds to the Agent in New York, New York, not later than
11:30 a.m., New York City time, and the Agent shall transfer the entire amount
received to the Borrower in Dollars in immediately available funds at the bank
and to the account designated by the Borrower as promptly as practicable and in
any event by such a time that such funds will be available for retransfer,
investment or other use by the Borrower on the borrowing date or, if a Borrowing
shall not occur on such date because any condition precedent herein specified
shall not have been met, return the amounts so received to the respective
Lenders; provided that ABR Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.05(e) shall be remitted by the Agent to
the applicable Issuing Bank. Competitive Loans shall be made by the Lender or
Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in
the amounts so accepted and Standard Loans shall be made by the Lenders pro rata
in accordance with Section 2.16. Unless the Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender will not make
available to the Agent such Lender's portion of such


                                                                              18

Borrowing, the Agent may assume that such Lender has made such portion available
to the Agent on the date of such Borrowing in accordance with this paragraph (c)
and the Agent may, in reliance upon such assumption, make available to the
Borrower on such date a corresponding amount. If and to the extent that such
Lender shall not have made such portion available to the Agent, such Lender and
the Borrower severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Agent at the Federal Funds Effective Rate; provided that if such
Lender does not pay such principal amount to the Agent within five Business Days
and the Borrower repays such principal amount on the sixth Business Day, such
Lender shall be responsible for interest during such six Business Day period,
provided that the Agent, if it shall first have made demand on such Lender and
shall not have received payment, may recover such interest from the Borrower. If
such Lender shall pay to the Agent such corresponding amount within five
Business Days, such amount shall constitute such Lender's Loan as part of such
Borrowing for purposes of this Agreement.

            (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request any Borrowing if the Interest Period
requested with respect thereto would end after the Maturity Date.

            SECTION 2.03. Competitive Bid Procedure. (a) In order to request
Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a
duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be
received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not
later than 10:00 a.m., New York City time, four Business Days before a proposed
Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later
than 10:00 a.m., New York City time, one Business Day before a proposed
Competitive Borrowing. No CD Loan or ABR Loan shall be requested in, or made
pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not
conform substantially to the format of Exhibit A-1 may be rejected in the
Agent's sole discretion, and the Agent shall promptly notify the Borrower of
such rejection by telecopier. Such request shall in each case refer to this
Agreement and specify (x) whether the Borrowing then being requested is to be a
Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing
(which shall be a Business Day) and the aggregate principal amount thereof which
shall be in a minimum principal amount of $25,000,000 and in an integral
multiple of $1,000,000, and (z) the Interest Period with respect thereto (which
may not end after the Maturity Date). Promptly after its receipt of a
Competitive Bid Request that is not rejected as aforesaid, the Agent shall
invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders
to bid, on the terms and conditions of this Agreement, to make Competitive Loans
pursuant to the Competitive Bid Request.

            (b) Each Lender may, in its sole discretion, make one or more
Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each
Competitive Bid by a Lender must be received by the Agent via telecopier, in the
form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive
Borrowing, not later than 9:30 a.m., New York City time, three Business Days
before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate
Borrowing, not later than 9:30 a.m., New York City time, on the day of a
proposed Competitive Borrowing. Multiple bids will be accepted by the Agent.
Competitive Bids that do not conform substantially to the format of Exhibit A-3
may be rejected by the Agent after conferring with, and upon the instruction of,
the Borrower, and the Agent shall notify the Lender making such nonconforming
bid of such rejection as soon as practicable. Each Competitive Bid shall refer
to this Agreement and specify (x) the principal amount (which shall be in a
minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000
and

                                                                              19

which may equal the entire principal amount of the Competitive Borrowing
requested by the Borrower) of the Competitive Loan or Loans that the Lender is
willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which
the Lender is prepared to make the Competitive Loan or Loans and (z) the
Interest Period and the last day thereof. If any Lender shall elect not to make
a Competitive Bid, such Lender shall so notify the Agent via telecopier (I) in
the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York
City time, three Business Days before a proposed Competitive Borrowing, and (II)
in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time,
on the day of a proposed Competitive Borrowing; provided, however, that failure
by any Lender to give such notice shall not cause such Lender to be obligated to
make any Competitive Loan as part of such Competitive Borrowing. A Competitive
Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable.

            (c) The Agent shall promptly notify the Borrower by telecopier of
all the Competitive Bids made, the Competitive Bid Rate and the principal amount
of each Competitive Loan in respect of which a Competitive Bid was made and the
identity of the Lender that made each bid. The Agent shall send a copy of all
Competitive Bids to the Borrower for its records as soon as practicable after
completion of the bidding process set forth in this Section 2.03.

            (d) The Borrower may in its sole and absolute discretion, subject
only to the provisions of this paragraph (d), accept or reject any Competitive
Bid referred to in paragraph (c) above (and the Competitive Bids accepted need
not be in any minimum aggregate amount except as provided below in this
paragraph). The Borrower shall notify the Agent by telephone, confirmed by
telecopier in the form of a Competitive Bid Accept/Reject Letter in the format
of Exhibit A-4, whether and to what extent it has decided to accept or reject
any of or all the bids referred to in paragraph (c) above, (x) in the case of a
Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time,
three Business Days before a proposed Competitive Borrowing, and (y) in the case
of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the
day of a proposed Competitive Borrowing; provided, however, that (i) the failure
by the Borrower to give such notice shall be deemed to be a rejection of all the
bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a
bid made at a particular Competitive Bid Rate if the Borrower has decided to
reject a bid made at a lower Competitive Bid Rate, (iii) if the Borrower shall
accept a bid or bids made at a particular Competitive Bid Rate but the amount of
such bid or bids shall cause the total amount of bids to be accepted by the
Borrower to exceed the amount that the Borrower desires to borrow, then the
Borrower shall accept a portion of such bid or bids in an amount equal to the
amount that the Borrower desires to borrow less the amount of all other
Competitive Bids accepted with respect to such Competitive Bid Request, which
acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be
made pro rata in accordance with the amount of each such bid at such Competitive
Bid Rate, and (iv) except pursuant to clause (iii) above, no bid shall be
accepted for a Competitive Loan unless such Competitive Loan is in a minimum
principal amount of $5,000,000 and an integral multiple of $1,000,000; provided
further, however, that if a Competitive Loan must be in an amount less than
$5,000,000 because of the provisions of clause (iii) above, such Competitive
Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in
calculating the pro rata allocation of acceptances of portions of multiple bids
at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall
be rounded to integral multiples of $1,000,000 in a manner which shall be in the
discretion of the Borrower. The Borrower may accept Competitive Bids in an
aggregate principal amount in excess of the principal amount specified in the
relevant Competitive Bid Request. A notice given by the Borrower in the form of
a Competitive Bid Accept/Reject Letter pursuant to this paragraph (d) shall be
irrevocable.

                                                                              20

            (e) The Agent shall promptly notify each bidding Lender whether or
not its Competitive Bid has been accepted (and if so, in what amount and at what
Competitive Bid Rate or Rates) by telecopy sent by the Agent, and each
successful bidder will thereupon become bound, subject to the other applicable
conditions hereof, to make the Competitive Loans in respect of which its
Competitive Bid has been accepted.

            (f) A Competitive Bid Request shall not be made within five Business
Days after the date of any previous Competitive Bid Request.

            (g) If the Agent shall elect to submit a Competitive Bid in its
capacity as a Lender, it shall submit such bid directly to the Borrower one
quarter of an hour earlier than the latest time at which the other Lenders are
required to submit their Competitive Bids to the Agent pursuant to paragraph (b)
above.

            (h) All notices required by this Section 2.03 shall be given in
accordance with Section 9.01.

            SECTION 2.04. Standard Borrowing Procedure. In order to request a
Standard Borrowing, the Borrower shall hand deliver or telecopy to the Agent
notice thereof in the form of Exhibit A-5 (a) in the case of a Eurodollar
Standard Borrowing or a CD Borrowing, not later than 3:00 p.m., New York City
time, three Business Days before a proposed Borrowing and (b) in the case of an
ABR Borrowing, not later than 10:30 a.m., New York City time, on the day of a
proposed Borrowing; provided that any such notice of an ABR Borrowing to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may
be given not later than 10:00 a.m., New York City time, on the date of the
proposed Borrowing. No Fixed Rate Loan shall be requested or made pursuant to a
Standard Borrowing Request. Such notice shall be irrevocable and shall in each
case specify (i) whether the Borrowing then being requested is to be a
Eurodollar Standard Borrowing, a CD Borrowing or an ABR Borrowing; (ii) the date
of such Standard Borrowing (which shall be a Business Day) and the amount
thereof; and (iii) if such Borrowing is to be a Eurodollar Standard Borrowing or
CD Borrowing, the Interest Period with respect thereto. If no Interest Period
with respect to any Eurodollar Standard Borrowing or CD Borrowing is specified
in any such notice, then the Borrower shall be deemed to have selected an
Interest Period of one month's duration, in the case of a Eurodollar Standard
Borrowing, or 30 day's duration, in the case of a CD Borrowing. If the Borrower
shall not have given notice in accordance with this Section 2.04 of its election
to refinance a Standard Borrowing prior to the end of the Interest Period in
effect for such Borrowing, then the Borrower shall (unless such Borrowing is
repaid at the end of such Interest Period) be deemed to have given notice of an
election to refinance such Borrowing with an ABR Borrowing and the Agent will
advise the Borrower that such notice has not been received (but shall not be
liable to the Borrower for any unintentional omission to do so). The Agent shall
promptly advise the Lenders of any notice given or deemed to have been given
pursuant to this Section 2.04 and of each Lender's portion of the requested
Borrowing.

                  SECTION 2.05. Letters of Credit. (a) Subject to the terms and
conditions set forth herein, the Borrower may request the issuance (or the
amendment, renewal or extension) of Letters of Credit for its own account, in a
form reasonably acceptable to the Agent and the applicable Issuing Bank, at any
time and from time to time prior to the date that is five Business Days prior to
the Maturity Date. 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 the Borrower to, or
entered into by the Borrower with, any Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control (it being
agreed, however, that any

                                                                              21

provisions of a letter of credit application limiting the liability of the
applicable Issuing Bank to a greater extent than the provisions of this
Agreement will not be deemed to be inconsistent with the terms and conditions of
this Agreement). The Existing Letters of Credit will, for all purposes of this
Agreement, be deemed to have been issued hereunder on the Closing Date and will,
for all purposes of this Agreement, constitute Letters of Credit.

            (b) To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the 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 Agent (in any case 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, 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 (which shall comply with paragraph (c) of this
Section), the amount of such Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to enable
the applicable Issuing Bank to prepare, amend, renew or extend such Letter of
Credit. If requested by the applicable Issuing Bank, the 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. 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 Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the LC Exposure shall not exceed $200,000,000 and (ii)
the sum of the outstanding aggregate principal amount of all Standard Loans, the
LC Exposure and the outstanding aggregate principal amount of all Competitive
Loans will not exceed the Total Commitment.

            (c) Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance,
renewal or extension of such Letter of Credit and (ii) the date that is five
Business Days prior to the Maturity Date; provided that a Letter of Credit may
provide for automatic renewals for additional periods of up to one year, subject
to a right on the part of the applicable Issuing Bank to prevent any such
renewal from occurring by giving notice to the beneficiary during a period
satisfactory to the Agent in advance of any such renewal and provided that in no
event shall any Letter of Credit or renewal thereof expire after the date that
is five Business Days prior to the Maturity Date.

            (d) By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action
on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank
hereby grants to each Lender, and each Lender hereby acquires from such Issuing
Bank, a participation in such Letter of Credit equal to such Lender's Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Agent, for the account of
the applicable Issuing Bank, such Lender's Applicable Percentage of each LC
Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the
date due as provided in paragraph (e) of this Section, or of any reimbursement
payment required to be refunded to the Borrower for any reason. 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 an Event of

                                                                              22

Default or reduction or termination of the Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.

            (e) If any Issuing Bank shall make any LC Disbursement in respect of
a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying
to the Agent an amount equal to such LC Disbursement, not later than 1:30 p.m.,
New York City time, on the date that such LC Disbursement is made, if the
Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.,
New York City time, on such date, or, if such notice has not been received by
the Borrower prior to such time on such date, then not later than 1:30 p.m., New
York City time, on (i) the Business Day that the Borrower receives such notice,
if such notice is received prior to 10:00 a.m., New York City time, on the day
of receipt, or (ii) the Business Day immediately following the day that the
Borrower receives such notice, if such notice is not received prior to such time
on the day of receipt; provided that the Borrower may, subject to the conditions
to borrowing set forth herein, request in accordance with Section 2.04 that such
payment be financed with an ABR Borrowing in an equivalent amount and, to the
extent so financed, the Borrower's obligation to make such payment shall be
discharged and replaced by the resulting ABR Borrowing. If the Borrower fails to
make such payment when due, then the Agent shall notify each Lender of the
applicable LC Disbursement, the payment then due from the Borrower in respect
thereof and such Lender's Applicable Percentage thereof. Promptly following
receipt of such notice, each Lender shall pay to the Agent its Applicable
Percentage of the payment then due from the Borrower, in the same manner as
provided in Section 2.02 with respect to Standard Borrowings made by such Lender
(and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of
the Lenders), and the Agent shall promptly pay to the applicable Issuing Bank
the amounts so received by it from the Lenders. Promptly following receipt by
the Agent of any payment from the Borrower pursuant to this paragraph, the Agent
shall distribute such payment to the applicable Issuing Bank or, to the extent
that Lenders have made payments pursuant to this paragraph to reimburse any
Issuing Bank, then to such Lenders and such Issuing Bank as their interests may
appear. Any payment made by a Lender pursuant to this paragraph to reimburse any
Issuing Bank for any LC Disbursement (other than the funding of ABR Loans as
contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.

            (f) The 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 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, or
(iv) 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 provide a right of setoff against, the
Borrower's obligations hereunder. None of the Agent, the Lenders, any of 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 in the interpretation of the terms of any Letter of
Credit or any consequence arising from causes beyond the control of the
applicable Issuing Bank; provided that the foregoing shall not be construed to
excuse any Issuing Bank from liability to the Borrower or any Lender to the
extent of any damages suffered by the Borrower or any Lender that are caused by
such

                                                                              23

Issuing Bank's gross negligence or wilful 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
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) The applicable Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. The applicable Issuing Bank shall promptly
notify the Agent and the 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 relieve the Borrower of its obligation to reimburse such
Issuing Bank and the Lenders with respect to such LC Disbursement.

            (h) If an Issuing Bank shall make any LC Disbursement, then, unless
the 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 Borrower reimburses such LC Disbursement, at the rate per
annum then applicable to ABR Loans; provided that, at all times after the
Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph
(e) of this Section, Section 2.10 shall apply. Interest accrued pursuant to this
paragraph shall be for the account of the applicable Issuing Bank, except that
interest accrued on and after the date of payment by any Lender pursuant to
paragraph (e) of this Section to reimburse the applicable Issuing Bank shall be
for the account of such Lender to the extent of such payment.

            (i) If any Event of Default shall occur and be continuing, on the
Business Day that the Borrower receives notice from the Agent or the Required
Lenders demanding the deposit of cash collateral pursuant to this paragraph, the
Borrower shall deposit in an account with the Agent, in the name of the Agent
and for the benefit of the Lenders, an amount in cash equal to the LC Exposure
as of such date plus any accrued and unpaid interest thereon; provided that 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 the Borrower described in clause (j) of Article VII. Each such
deposit shall be held by the Agent as collateral for the payment and performance
of the obligations of the Borrower under this Agreement. The Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal,
over such account. Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of
the Agent and at the Borrower's 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 Agent to reimburse
the applicable 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 Borrower for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated, be applied to
satisfy other obligations of the Borrower under this Agreement. If the Borrower
is required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived.

                                                                              24

            SECTION 2.06. Refinancings. The Borrower may refinance all or any
part of any Borrowing with a Borrowing of the same or a different Type made
pursuant to Section 2.03 or Section 2.04, subject to the conditions and
limitations set forth herein and elsewhere in this Agreement, including
refinancings of Competitive Borrowings with Standard Borrowings and Standard
Borrowings with Competitive Borrowings. Any Borrowing or part thereof so
refinanced shall be deemed to be repaid in accordance with Section 2.08 with the
proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to
the extent they do not exceed the principal amount of the Borrowing being
refinanced, shall not be paid by the Lenders to the Agent or by the Agent to the
Borrower pursuant to Section 2.02(c); provided, however, that (i) if the
principal amount extended by a Lender in a refinancing is greater than the
principal amount extended by such Lender in the Borrowing being refinanced, then
such Lender shall pay such difference to the Agent for distribution to the
Lenders described in (ii) below, (ii) if the principal amount extended by a
Lender in the Borrowing being refinanced is greater than the principal amount
being extended by such Lender in the refinancing, the Agent shall return the
difference to such Lender out of amounts received pursuant to (i) above, and
(iii) to the extent any Lender fails to pay the Agent amounts due from it
pursuant to (i) above, any Loan or portion thereof being refinanced with such
amounts shall not be deemed repaid in accordance with Section 2.07 and shall be
payable by the Borrower.

            SECTION 2.07. Fees. (a) The Borrower agrees to pay to each Lender,
through the Agent, on each March 31, June 30, September 30 and December 31, and
on the Maturity Date or on any earlier date on which the Commitment of such
Lender shall have been terminated and its outstanding Loans repaid, a facility
fee (a "Facility Fee") equal to the applicable Facility Fee Percentage per annum
on the amount of the Commitment of such Lender, whether used or unused (or,
after the termination of such Commitment, the outstanding Loans and LC Exposure
of such Lender), during the preceding quarter (or shorter period commencing with
the date hereof or ending with the Maturity Date or the date of such termination
and repayment). All Facility Fees shall be computed on the basis of the actual
number of days elapsed in a year of 365 or 366 days, as the case may be. The
Facility Fee due to each Lender shall commence to accrue on the date hereof and
shall cease to accrue on the Maturity Date or any earlier date on which the
Commitment of such Lender shall have terminated (but shall in any event accrue
until all Loans made by such Lender have been repaid).

            (b) The Borrower agrees to pay (i) to the Agent for the account of
each Lender a participation fee (a "Participation Fee") with respect to its
participations in Letters of Credit, which shall accrue at the Applicable Spread
used to determine interest on Eurodollar Loans 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 Closing
Date to but excluding the later of the date on which such Lender's Commitment
terminates and the date on which such Lender ceases to have any LC Exposure, and
(ii) to the applicable Issuing Bank a fronting fee (a "Fronting Fee"), which
shall accrue at the rate or rates per annum separately agreed upon between the
Borrower and the applicable Issuing Bank (on the date hereof or such later date
as the applicable Lender shall become an Issuing Bank) on the average daily
amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Closing
Date to but excluding the later of the date of termination of the Commitments
and the date on which there ceases to be any LC Exposure, as well as the
applicable 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

                                                                              25

date to occur after the Closing Date; provided that all such fees shall be
payable on the date on which the Commitments terminate and any such fees
accruing after the date on which the Commitments terminate shall be payable on
demand. Any other fees payable to the applicable 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 and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day).

            (c) The Borrower agrees to pay to each Lender, through the Agent, on
each March 31, June 30, September 30 and December 31 and on each date on which
the Commitment of such Lender shall be terminated or reduced as provided herein,
a utilization fee of 0.250% per annum (a "Utilization Fee") (i) on such Lender's
pro rata portion (based on the ratio of such Lender's Commitment to the Total
Commitment) of the aggregate principal amount of all of the outstanding Loans
for each day during the preceding quarter (or other period commencing on the
date hereof or ending with the Maturity Date or any date on which the Commitment
of such Lender shall be terminated and its outstanding Loans repaid in full) on
which the sum of the outstanding Loans, including Competitive Loans, and the
aggregate LC Exposure exceeds 50% of the Total Commitment and (ii) after the
termination of such Lender's Commitment (other than as a result of the
termination of the Commitments due to the occurrence of an Event of Default
under clause (a) or (b) of Article VII), on the principal amount of such
Lender's outstanding Loans and such Lender's LC Exposure. The Utilization Fee
shall be computed on the basis of the actual number of days elapsed in a year of
360 days. The Utilization Fee due to each Lender shall be payable in arrears and
shall commence to accrue on the date hereof and cease to accrue on the earlier
of the Maturity Date and the date on which the Commitment of such Lender is
terminated and its outstanding Loans repaid in full as provided herein.

            (d) The Borrower agrees to pay the Agent, for its own account, agent
and administrative fees (the "Administrative Fees") at the times and in the
amounts agreed upon in the letter agreement dated July 11, 2002, between the
Borrower and the Agent.

            (e) All Fees shall be paid on the dates due, in immediately
available funds, to the Agent for distribution (or to the applicable Issuing
Bank, in the case of fees payable to it), if and as appropriate, among the
Lenders. Once paid, none of the Fees shall be refundable under any
circumstances.

            SECTION 2.08. Repayment of Loans; Evidence of Debt. (a) The
outstanding principal balance of each Competitive Loan and Standard Loan shall
be payable on the last day of the Interest Period applicable to such Loan and on
the Maturity Date.

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness to such Lender resulting from
each Loan made by such Lender from time to time, including the amounts of
principal and interest payable and paid such Lender from time to time under this
Agreement.

            (c) The Agent shall maintain accounts in which it will record (i)
the amount of each Loan made hereunder, the Type of each Loan made and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Agent hereunder from
the Borrower and each Lender's share thereof.

                                                                              26

            (d) The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) of this Section 2.08 shall, to the extent permitted by
applicable law, be rebuttable evidence of the existence and amounts of the
obligations therein recorded; provided, however, that the failure of any Lender
or the Agent to maintain such accounts or any error therein shall not in any
manner affect the obligations of the Borrower to repay the Loans in accordance
with their terms.

            SECTION 2.09. Interest on Loans. (a) Subject to the provisions of
Section 2.10, the Loans comprising each Eurodollar Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 360
days) at a rate per annum equal to (i) in the case of each Eurodollar Standard
Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus
the Applicable Spread, and (ii) in the case of each Eurodollar Competitive Loan,
the LIBO Rate for the Interest Period in effect for such Borrowing plus (or
minus) the Margin offered by the Lender making such Loan and accepted by the
Borrower pursuant to Section 2.03.

            (b) Subject to the provisions of Section 2.10, the CD Loans
comprising each CD Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per annum equal
to the CD Rate for the Interest Period in effect for such Borrowing plus the
Applicable Spread.

            (c) Subject to the provisions of Section 2.10, the ABR Loans
comprising each ABR Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 365 or 366 days, as the case may
be, when determined by reference to the Prime Rate and over a year of 360 days
at all other times) at a rate per annum equal to the Alternate Base Rate in
effect from time to time during the Interest Period applicable to such ABR
Borrowing plus the Applicable Spread.

            (d) Subject to the provisions of Section 2.10, each Fixed Rate Loan
shall bear interest at a rate per annum (computed on the basis of the actual
number of days elapsed over a year of 360 days) equal to the fixed rate of
interest offered by the Lender making such Loan and accepted by the Borrower
pursuant to Section 2.03.

            (e) Subject to the provisions of Section 2.10, interest on each Loan
shall be payable on each Interest Payment Date applicable to such Loan. The LIBO
Rate and Adjusted LIBO Rate, the CD Rate and Adjusted CD Rate or the Alternate
Base Rate for each Interest Period or day within an Interest Period shall be
determined by the Agent in accordance with the terms and conditions of this
Agreement, and such determination shall be conclusive absent manifest error.

            SECTION 2.10. Default Interest. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, whether by scheduled maturity, notice of prepayment, acceleration
or otherwise, the Borrower shall on demand from time to time from the Agent or
the Majority Lenders pay interest, to the extent permitted by law, on such
defaulted amount up to (but not including) the date of actual payment (after as
well as before judgment) at a rate per annum (computed on the basis of the
actual number of days elapsed over a year of 360 days) equal to the Alternate
Base Rate plus 1%.

            SECTION 2.11. Unavailability of LIBO Rate and CD Rate Quotations.
(a) In the event that on the day two Business Days prior to the commencement of
any Interest Period for a Eurodollar Borrowing the Agent shall have determined
that it is not possible to ascertain a LIBO Rate for such Interest Period as
contemplated in the definition of LIBO Rate in Section 1.01, the Agent shall, as
soon as practicable thereafter,

                                                                              27

give written or telecopy notice of such event to the Borrower and the Lenders,
in which event any request by the Borrower for a Eurodollar Borrowing for such
Interest Period shall be deemed to be a request for a CD Borrowing.

            (b) In the event, and on each occasion, that on the day on which the
Interest Period for any CD Borrowing commences the Agent shall have determined
that it is not possible to ascertain a CD Rate for such Interest Period as
contemplated in the definition of CD Rate in Section 1.01, the Agent shall, as
soon as practicable thereafter, give written or telecopy notice of such
determination to the Borrower and the Lenders, in which event any request by the
Borrower for a CD Loan for such Interest Period shall be of no force or effect
and no Borrowing shall be made pursuant to such request.

            SECTION 2.12. Termination, Reduction and Addition of Commitments.
(a) The Commitments shall be automatically terminated on the Maturity Date.

            (b) Upon at least three Business Days' prior irrevocable written or
telecopy notice to the Agent, the Borrower may at any time in whole permanently
terminate, or from time to time in part permanently reduce, the Total
Commitment; provided, however, that each partial reduction of the Total
Commitment shall be in an integral multiple of $1,000,000 and in a minimum
amount of $5,000,000.

            (c) Each reduction in the Total Commitment hereunder shall be made
ratably among the Lenders in accordance with their respective Commitments. The
Borrower shall pay to the Agent for the account of the Lenders, on the date of
each termination or reduction, the Facility Fees on the amount of the
Commitments so terminated or reduced accrued to the date of such termination or
reduction.

            (d) The Borrower may from time to time request that one or more
additional financial institutions be added as Lenders under this Agreement with
Commitments agreed upon by the Borrower and such financial institutions. In the
event of any such request, such financial institutions shall become parties to
and Lenders under this Agreement upon the execution of one or more agreements to
that effect in the form (appropriately completed) of Exhibit D (and without any
action being required on the part of any other Lender), and upon the
effectiveness of any such agreement, Schedule 2.01 shall be automatically
amended to reflect the Commitment of each new Lender. Notwithstanding the
foregoing, no increase in the aggregate Commitments shall become effective under
this Section unless, on the date of such increase, the Agent shall have received
a certificate dated as of the effective date of such increase and executed by an
Authorized Officer, confirming compliance with the conditions set forth in
paragraphs (b) and (c) of Section 4.01 (with all references in such paragraphs
to a Borrowing being deemed to be references to such increase). Following any
extension of a new Commitment pursuant to this paragraph, any Standard Loans
outstanding prior to the effectiveness of such extension shall continue to be
outstanding until the ends of the respective Interest Periods applicable thereto
and shall then be repaid and, if the Borrower shall so elect, refinanced with
new Standard Loans made pursuant to Section 2.01 ratably in accordance with the
Commitments in effect following such extension.

            SECTION 2.13. Prepayment. (a) The Borrower shall have the right at
any time and from time to time to prepay without premium or penalty any
Borrowing (including a Competitive Borrowing), in whole or in part, upon giving
written or telecopy notice (or telephone notice promptly confirmed by written or
telecopy notice) to the Agent: (i) before 5:00 p.m., New York City time, three
Business Days prior to prepayment, in the case of Eurodollar Loans, (ii) before
5:00 p.m., New York City time, two Business Days prior to prepayment, in the
case of CD Loans or Fixed Rate Loans,

                                                                              28

and (iii) before 10:00 a.m., New York City time, one Business Day prior to
prepayment, in the case of ABR Loans; provided, however, that each partial
prepayment of a Borrowing shall be in an amount which is an integral multiple of
$1,000,000 and not less than $5,000,000.

            (b) On the date of any termination or reduction of the Commitments
pursuant to Section 2.12(b), the Borrower shall pay or prepay so much of the
outstanding Borrowings, selected at the Borrower's sole option, as shall be
necessary in order that the sum of the aggregate principal amount of the
Competitive Loans and Standard Loans outstanding plus the aggregate LC Exposure
will not exceed the Total Commitment after giving effect to such termination or
reduction.

            (c) Each notice of prepayment shall specify the prepayment date and
the principal amount of each Borrowing (or portion thereof) to be prepaid, shall
be irrevocable and shall commit the Borrower to prepay such Borrowing (or
portion thereof) by the amount stated therein on the date stated therein. All
prepayments under this Section 2.13 shall be accompanied by accrued interest on
the principal amount being prepaid to the date of payment.

            (d) In the event any prepayment is made in respect of any Loan (or
in the event any Lender is required to transfer a Loan), other than (i) any ABR
Loan and (ii) any Loan the prepayment, payment or transfer of which is made by
Borrower pursuant to its right to prepay, repay or require the transfer of such
Loan under Sections 2.14, 2.15; 2.19 or 9.05 or upon the Lender's exercise of
its option pursuant to Section 9.14, or in the event the Borrower shall fail to
make any Borrowing after notice of such Borrowing shall have been given
hereunder, the Borrower shall pay to such Lender, promptly upon the written
request of such Lender (which request shall be accompanied by a certificate as
described below), such amount as shall be necessary to reimburse such Lender for
the loss, if any, reasonably incurred by such Lender as a result of such
prepayment or transfer or failure to borrow arising from inability due to
general market conditions to recover the cost of deposits or other funds
acquired by such Lender to fund such Loan, in the liquidation of such deposits
or other funds so acquired (or from the reemployment thereof if such
reemployment would result in less of a funding loss to such Lender); provided,
that any such funding loss shall not in any event exceed the cost incurred by
such Lender to obtain such deposit or other funds, minus the fair market value
thereof realizable by such Lender in the liquidation thereof. Such Lender shall
use reasonable efforts to avoid or minimize any such loss. Such Lender's claim,
if any, shall be accompanied by a certificate setting forth in reasonable detail
(including the calculations made in determining) the reason for and the amount
of such loss, which certificate shall be conclusive in the absence of manifest
error. Prepayments of ABR Borrowings shall be without penalty, premium or other
cost of any kind.

            SECTION 2.14. Reserve Requirements; Change in Circumstances. (a) In
the event that at any time or from time to time during the term of this
Agreement any Eurodollar Reserve Requirement shall be applicable to deposits
acquired in respect of any Eurodollar Loan the Lender making such Eurodollar
Loan shall promptly notify the Borrower in writing of any imposition of or
change in or prospective imposition of or change in any Eurodollar Reserve
Requirement, whether in respect of an outstanding Eurodollar Loan or any
possible future Eurodollar Loan, and, for as long as such Eurodollar Reserve
Requirement shall be effective, the Borrower shall, upon written request from
such Lender (with a copy of such request to the Agent), pay to such Lender at
the end of each Interest Period for such Eurodollar Loan, an additional amount
equal to the difference between the interest accrued based upon the LIBO Rate
and the interest that would have accrued had the Adjusted LIBO Rate been
applicable to the Eurodollar

                                                                              29

Loan of such Lender. Each Lender represents that on the date it becomes a Lender
hereunder it is not subject to (and does not incur) any Eurodollar Reserve
Requirement.

            (b) In the event that at any time or from time to time during the
term of this Agreement any CD Reserve Requirement or Assessment Rate shall be
applicable to deposits acquired in respect of any CD Loan the Lender making such
CD Loan shall promptly notify the Borrower in writing of any imposition of or
change in or prospective imposition of or change in any CD Reserve Requirement
or Assessment Rate, whether in respect of an outstanding CD Loan or any possible
future CD Loan, and, for as long as such CD Reserve Requirement or Assessment
Rate shall be effective, the Borrower shall, upon written request from such
Lender (with a copy of such request to the Agent), pay to such Lender at the end
of the Interest Period for such CD Loan, an additional amount equal to the
difference between the interest accrued based upon the CD Rate and the interest
that would have accrued had the Adjusted CD Rate been applicable to the CD Loan
of such Lender. Each Lender represents that its current CD Reserve Requirement
and Assessment Rate are as set forth on Schedule 2.01.

            (c) Notwithstanding any other provision herein, if after the date of
this Agreement, either (i) the introduction of, or any change in or in the
interpretation of, any law or regulation or (ii) compliance by any Lender or
Issuing Bank or its holding company with any directive, guideline or request of
any Governmental Body (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender or Issuing Bank or its holding company, so as to increase the minimum
amount of capital required to be maintained by such Lender or Issuing Bank or
its holding company based upon the existence of this Agreement, the Commitment
of such Lender and/or any Loans made or Letters of Credit issued hereunder and
such requirement applies equally to other corporate borrowers similarly situated
in the United States of America, then the Borrower shall pay to such Lender or
Issuing Bank or its holding company amounts sufficient to compensate such Lender
or Issuing Bank or its holding company, in light of such circumstances, to the
extent that such Lender or Issuing Bank or its holding company reasonably and
equitably determines such increase in required capital over the capital of such
Lender or Issuing Bank or its holding company in place on the date hereof or on
the date the Lender becomes a Lender (by assignment) or an Issuing Bank becomes
an Issuing Bank to be allocable to this Agreement, to the Commitment of such
Lender or such Issuing Bank (or the unused portion thereof), or to any Loans
made by such Lender or Letters of Credit issued by such Issuing Bank hereunder
and such requirement applies equally to other corporate borrowers similarly
situated in the United States of America, it being understood that in no event
shall the cost allocable, and/or amount charged, to the Borrower under this
paragraph (c) exceed the cost allocable, and/or amount charged, with respect to
any similar agreement between such Lender or such Issuing Bank and corporate
borrowers located in the United States generally, in each instance determined
ratably with respect to the relative transactional amounts. Each Issuing Bank
and Lender represents that, to its best knowledge on the date hereof or on the
date the Lender becomes a Lender (by assignment) or an Issuing Bank becomes an
Issuing Bank it would not be required to increase its capital or to otherwise
incur any increased capital costs in respect of this Agreement under existing
laws, rules, regulations, directives or guidelines (whether or not currently in
effect) of any Governmental Body.

            (d) A certificate of a Lender or an Issuing Bank setting forth such
amount or amounts as shall be necessary to compensate such Lender or such
Issuing Bank or its holding company, as the case may be, as specified in
paragraph (c) above shall be delivered to the Borrower (with a copy to the
Agent) and shall be conclusive absent manifest error. The Borrower shall pay
such Lender or such Issuing Bank the amount

                                                                              30

shown as due on any such certificate delivered by it within 10 days after the
receipt of the same. No Lender or Issuing Bank shall be entitled to any
compensation for any additional costs under this Section 2.14 requested by such
Lender or Issuing Bank unless such Lender or Issuing Bank shall have notified
the Borrower that it will request compensation for such additional costs not
more than 30 days after the date such additional costs were incurred.

            (e) The Borrower may at any time following its receipt from any
Lender or Issuing Bank of a notice of the occurrence or prospective occurrence
of any imposition of or increase in the Eurodollar Reserve Requirement, the CD
Reserve Requirement, the Assessment Rate or capital requirements or costs of
such Lender or such Issuing Bank terminate the Commitment of such Lender and
repay any outstanding Loans of such Lender (together with all accrued interest
and Facility Fee and Utilization Fee, if any) on the effective date of such
termination, which repayments, if any, shall be without premium, penalty or
other cost of any kind and shall not be subject to the requirements of Sections
2.16 and 2.13(d).

            SECTION 2.15. Change in Legality. (a) Notwithstanding any other
provision herein, if any change in any law or regulation or in the
interpretation thereof by any Governmental Body charged with the administration
or interpretation thereof shall make it unlawful for any Lender to make or
maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by written or
telecopy notice to the Borrower and to the Agent, such Lender may:

            (i) declare that Eurodollar Loans will not thereafter be made by
            such Lender hereunder, whereupon such Lender shall not submit a
            Competitive Bid in response to a request for Eurodollar Competitive
            Loans and any request by the Borrower for a Eurodollar Standard
            Borrowing shall, as to such Lender only, be without effect and void
            unless such declaration shall be subsequently withdrawn; and

            (ii) require (if required by law to do so) that all outstanding
            Eurodollar Loans made by it be converted to CD Loans, in which event
            all such Eurodollar Loans shall be automatically converted to CD
            Loans with an Interest Period agreed upon by the Borrower and such
            Lender as of the effective date of such notice as provided in
            paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal which would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
Loans of such Lender resulting from the conversion of such Eurodollar Loans. The
Borrower may in any event prepay any Loan resulting from the conversion of any
Eurodollar Loan under this Section within five Business Days after such
conversion.

            (b) For purposes of this Section 2.14, a notice to the Borrower by
any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last
day of the Interest Period currently applicable to such Eurodollar Loan; in all
other cases such notice shall be effective on the date of receipt by the
Borrower.

            (c) In the event that any Lender shall (i) give Borrower any notice
contemplated by, or exercise its rights under, this Section 2.14 or (ii) unless
Borrower shall fail to meet the conditions set forth at Section 4.01, any Lender
for any reason fails to fund any Loan, the Borrower may at any time terminate
the Commitment of the Lender

                                                                              31

and repay any outstanding Loans of such Lender (together with all accrued
interest and Facility Fee and Utilization Fee, if any) on the effective date of
such termination, which repayment, if any, shall be without premium, penalty or
other cost of any kind and shall not be subject to the requirements of Sections
2.16 and 2.13(d).

            SECTION 2.16. Pro Rata Treatment. Except as required or permitted
under Section 2.12(d), 2.13, 2.14, 2.15, 2.19, 2.20, 9.05 or 9.14, each Standard
Borrowing, each payment or prepayment of principal of any Standard Borrowing,
each payment of interest on the Standard Loans, each payment of the Utilization
Fee, each reduction of the Commitments and each refinancing of any Borrowing
with a Standard 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 Standard Loans). Each payment of
principal of any Competitive Borrowing shall be allocated pro rata among the
Lenders participating in such Borrowing in accordance with the respective
principal amounts of their outstanding Competitive Loans comprising such
Borrowing. Each payment of interest on any Competitive Borrowing shall be
allocated pro rata among the Lenders participating in such Borrowing in
accordance with the respective amounts of accrued and unpaid interest on their
outstanding Competitive Loans comprising such Borrowing. For purposes of
determining the available Commitments of the Lenders at any time, each
outstanding Competitive Borrowing shall be deemed to have utilized the
Commitments of the Lenders (including those Lenders which shall not have made
Loans as part of such Competitive Borrowing) pro rata in accordance with such
respective Commitments. Each Lender agrees that in computing such Lender's
portion of any Borrowing to be made hereunder, the Agent may, in its discretion,
round each Lender's percentage of such Borrowing to the next higher or lower
whole dollar amount.

            SECTION 2.17. Reimbursement of LC Disbursements-Pro Rata Treatment.
Each reimbursement of LC Disbursements shall be allocated pro rata among the
Lenders in accordance with the amounts of such unreimbursed LC Disbursements
then due to them.

            SECTION 2.18. Payments. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder not later than 3:00 p.m., New York City time, on the date
when due in Dollars to the Agent (except as otherwise provided herein) at its
offices at 270 Park Avenue, New York, New York, in immediately available funds,
except payments to be made directly to any Issuing Bank as expressly provided
herein. Any payment required to be made to the Lenders shall be deemed made when
made to the Agent and shall, insofar as the obligations of the Borrower are
concerned, be deemed to have been received by the Lenders at the time of receipt
by the Agent (which shall promptly forward such payment to the Lenders). In the
event the Lenders shall receive payments in an amount less than the amounts at
the time due hereunder, the amounts received shall be applied first against the
principal of Loans 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, second against
accrued interest, third against accrued Fees, fourth against amounts due under
Section 2.14 or 2.19, and fifth against any other amounts due hereunder.

            (b) Whenever any payment (including principal of or interest on any
Borrowing or any Fees or other amounts) hereunder shall become due, or otherwise
would occur, on a day that is not a Business Day, such payment may be made on
the next

                                                                              32

succeeding Business Day, and such extension of time shall in the case of a
payment of principal be included in the computation of interest.

            SECTION 2.19. Taxes. (a) All payments by the Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes,
and if the Borrower shall be required to deduct any Indemnified Taxes from any
such payment, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Agent or the applicable Lender
or Issuing Bank, as the case may be, receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted
to the relevant Governmental Body in accordance with applicable law.

            (b) The Borrower shall indemnify the Agent and each Lender and each
Issuing Bank for the full amount of any Indemnified Taxes paid by such Agent or
Lender or such Issuing Bank, as the case may be, on or with respect to any
payment by or on account of any obligation of the Borrower hereunder (including
Indemnified Taxes imposed or asserted on or attributable to amounts payable
under this Section). A certificate as to the amount of such payment or liability
setting forth in reasonable detail the circumstances giving rise thereto and the
calculations used to determine in good faith such amount delivered to the
Borrower by the Agent or Lender or Issuing Bank shall be conclusive absent
manifest error.

            (c) As soon as practicable after any payment of Indemnified Taxes by
the Borrower to a Governmental Body, the Borrower shall deliver to the Agent the
original or a certified copy of a receipt issued by such Governmental Body
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Agent.

            (d) Any Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the United States of America or any treaty to
which the United States of America is a party, with respect to payments made to
it under this Agreement shall deliver to the Borrower (with a copy to the
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate. Notwithstanding anything to the contrary
contained in this Section 2.19, any Lender that has not provided to the Borrower
the executed documentation required to be provided to the Borrower pursuant to
this Section 2.19 shall not be entitled to any payment of additional amounts
pursuant to Section 2.19(a) or indemnification pursuant to Section 2.19(b) with
respect to any deduction or withholding that would not have been required if
such Lender had provided such documentation.

            (e) Each Lender, on the date it becomes a Lender hereunder, will
designate lending offices for the Loans to be made by it such that, on such
date, it will not be liable for any withholding tax that is imposed by the
United States of America (or any political subdivision thereof) on payments to
it by the Borrower from an office within such jurisdiction.

            (f) Each Lender represents and warrants unto, and covenants and
agrees with, the Borrower that (i) on the date it becomes a Lender hereunder
such Lender is exempt from United States Federal withholding tax (including
backup withholding, as such term is defined in the Code), and from any other
withholding tax, assessment, charge or other Taxes (other than Excluded Taxes)
imposed by any Governmental Body, on any

                                                                              33

amount payable to it under this Agreement, and has heretofore delivered to the
Borrower such evidence as may be required by law to claim or substantiate any
such exemption (stating the provisions of law and/or treaty under which such
exemption is claimed); (ii) such Lender will notify the Borrower promptly, so
long as any amount is due under this Agreement, upon its becoming aware of the
occurrence or of any prospective occurrence of any event which would result in
any such withholding tax exemption not being available to such Lender; and (iii)
such Lender will indemnify and hold the Borrower harmless from and against any
loss, cost or liability imposed by a Governmental Body or incurred by the
Borrower in defense of any claim by a Governmental Body, including all
reasonable out-of-pocket expenses the Borrower may incur as a direct result of
its reliance on the foregoing representations, or the failure of such Lender to
give prompt notice of any event resulting in any said withholding tax exemption
not being available to such Lender.

            (g) In no event shall the Borrower have any obligation to "gross up"
amounts due under this Agreement in respect of Excluded Taxes.

            (h) The representations, warranties and agreements contained in this
Section 2.19 shall survive the termination of this Agreement and the payment in
full of the Loans.

            SECTION 2.20. Termination or Assignment of Commitments. The Borrower
shall have the right (in addition to its rights pursuant to Sections 2.12(b),
2.14, 2.15, 2.19 and 9.05), at its own expense, at any time upon notice to any
Lender and the Agent, (i) to terminate the Commitment of such Lender (provided
that such termination shall be effective only if the Borrower has obtained a new
Commitment of an existing Lender or a new Lender in an amount such that the
Total Commitment shall equal or exceed the lesser of (1) the Total Commitment in
effect on the date hereof and (2) the Total Commitment (excluding the new
Commitment) in existence immediately preceding the termination of such Lender's
Commitment pursuant to this Section 2.20(i)) or (ii) to require such Lender to
transfer and assign without recourse all its interests, rights and obligations
under this Agreement to another financial institution reasonably acceptable to
the Agent which shall assume such obligations (and such Lender shall be
simultaneously released therefrom); provided that (x) no such assignment shall
conflict with any law, rule or regulation or order of any Governmental Body
applicable to such affected Lender and (y) the Borrower or the assignee, as the
case may be, shall (i) pay to the affected Lender in immediately available funds
on the effective date of such termination of assignment the principal of and
interest accrued to the date of payment on the Loans made by it hereunder then
outstanding and accrued and unpaid Facility Fees, Participation Fees and
Utilization Fees and any amounts which Borrower had theretofore been notified
were accruing in respect of such Loans under Section 2.14, which payments shall
not be subject to the provisions of Section 2.16 and (ii) arrange for the
termination and replacement on the effective date of such assignment of any
Letter of Credit issued by such Lender in its capacity as an Issuing Bank.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

            The Borrower represents and warrants to each of the Lenders that:

            (a) The Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the State of Ohio.

                                                                              34

            (b) The execution, delivery and performance of this Agreement by the
Borrower are within the Borrower's corporate powers, have been duly authorized
by all necessary corporate action, will not violate any provision of any
existing law or regulation or order or decree of any court or Governmental Body
or of the Amended Articles of Incorporation or Code of Regulations of the
Borrower, as each is amended to date, or of the unwaived terms of any mortgage,
indenture, agreement or other instrument to which the Borrower is a party or
which is binding upon it or its assets, and will not result in the creation or
imposition of any security interest, lien, charge or encumbrance on any of its
assets pursuant to the provisions of any of the foregoing.

            (c) No authorization or approval or other action by, and no notice
to or filing with, any Governmental Body or court is required to be made or
effected by the Borrower for the due execution and delivery of this Agreement by
the Borrower and for the performance by the Borrower of the obligations on its
part to be performed under this Agreement.

            (d) This Agreement constitutes the legal, valid and binding
obligation of the Borrower enforceable against the Borrower in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally and subject, as
to enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).

            (e) The Consolidated Financial Statements of the Borrower and its
Subsidiaries present fairly, in all material respects, the financial position of
the Borrower and its Consolidated Subsidiaries at December 31, 2001 and 2000 and
the Consolidated results of their operations and their Consolidated cash flows
for each of the three years in the period ended December 31, 2001, in conformity
with generally accepted accounting principles.

            (f) The Borrower is not an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended.

            (g) Neither the Borrower nor any Subsidiary is a "holding company",
or a "subsidiary company" of a "holding company", within the meaning of the
Public Utility Holding Company Act of 1935, as amended.

            (h) The Borrower is not engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying margin stock, within the meaning of Regulation U of the
Board.

            (i) Neither (i) the Information Memorandum nor (ii) any of the other
reports, financial statements, certificates or other information furnished by
the Borrower to the Agent or any Lender in accordance with the terms of this
Agreement (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state 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 any
projected financial information or other forward-looking information, the
Borrower represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time.


                                                                              35

ARTICLE IV. CONDITIONS OF EXTENSIONS OF CREDIT

            The obligation of each Lender to make Loans, and of the Issuing
Banks to issue, amend, renew or extend any Letter of Credit hereunder is subject
to the satisfaction of the following conditions:

            SECTION 4.01. All Extensions of Credit. On the date of each
Borrowing, including each Borrowing in which Loans are refinanced with new Loans
as contemplated by Section 2.06 and on the date that any Issuing Bank is
obligated to issue, amend, renew or extend any Letter of Credit:

            (a) The Agent shall have received a notice of such Borrowing or a
      request for such issuance, amendment, renewal or extension of any Letter
      of Credit as required by Section 2.03, Section 2.04 or Section 2.05(b), as
      applicable.

            (b) The representations and warranties set forth in Article III
      hereof shall be true and correct in all material respects on and as of the
      date of such Borrowing or on 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.

            (c) No event shall have occurred and be continuing on and as of the
      date of such Borrowing or on the date of issuance, amendment, renewal or
      extension of such Letter of Credit, as applicable, or would result from
      such Borrowing or issuance, amendment, renewal or extension of such Letter
      of Credit, as applicable or from (after giving effect to) the application
      of the proceeds of such Borrowing or issuance, amendment, renewal or
      extension of such Letter of Credit, as applicable, which constitutes an
      Event of Default.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (b) and
(c) of this Section 4.01.

            SECTION 4.02. At Closing. On the Closing Date,

            (a) the Agent shall have received the following (in the case of (i),
(ii), (iii), (iv) and (v), each dated the Closing Date):

            (i) from the Borrower, the Agent and Lenders representing at least
            the Majority Lenders under the Existing Credit Agreement, either (i)
            a counterpart of this Agreement signed on behalf of such party or
            (ii) written evidence satisfactory to the Agent (which may include
            telecopy transmission of a signed signature page of this Agreement)
            that such party has signed a counterpart of this Agreement;

            (ii) an opinion of the General Counsel, the Associate General
            Counsel or an Assistant General Counsel of the Borrower addressed to
            the Lenders, the Issuing Banks and the Agent in substantially the
            form of Exhibit B hereto;

            (iii) a certified copy of the resolutions of the Board of Directors
            of the Borrower authorizing the execution and delivery of this
            Agreement;

            (iv) a certificate of the Secretary or an Assistant Secretary of the
            Borrower certifying the names and true signatures of the Authorized
            Officers;


                                                                              36

            (v) a certificate signed by an Authorized Officer, confirming
            compliance with the conditions set forth in paragraphs (b) and (c)
            of Section 4.01 and paragraph (b) of this Section and certifying
            that except for the legal proceedings identified or referred to on
            Schedule III (with respect to which such Authorized Officer makes no
            representation or warranty), there is no pending or, to the
            knowledge of such Authorized Officer, threatened action or
            proceeding affecting the Borrower or any of its Subsidiaries before
            any court, Governmental Body or arbitrator, which could reasonably
            be expected to have a material adverse effect on the business,
            assets or condition of the Borrower and its Subsidiaries taken as a
            whole; and

            (vi) all Fees and other amounts due and payable on or prior to the
            Closing Date;

            (b) there shall not have occurred any material adverse change in the
business, assets or condition of the Borrower and its Subsidiaries taken as a
whole since December 31, 2001;

            (c) the 364-Day Amendment and Restatement shall have been entered
into by the Borrower, the Agent and the Lenders under and as defined in the
Borrower's 364- Day Credit Agreement; and

            (d) the Term Loan Agreement Amendment shall have been entered into
by the Borrower, the Agent and the Majority Lenders under and as defined in the
Borrower's Term Loan Agreement.

ARTICLE V. AFFIRMATIVE COVENANTS

            The Borrower covenants and agrees with each Lender and the Agent
that, so long as the Commitment of such Lender shall remain in effect or the
principal of or interest on any Loan by such Lender shall be unpaid, and until
all Letters of Credit shall have expired or terminated and all LC Disbursements
shall have been reimbursed, unless the Majority Lenders shall otherwise consent
in writing, the Borrower will:

            (a) Interest Coverage Ratio. Maintain, as at the end of each fiscal
            quarter of the Borrower, a ratio of Consolidated Operating Income
            for the Annual Period then ended to Consolidated Interest Expense
            for such Annual Period then ended of not less than the ratio set
            forth below opposite such period:



Period Ending                                           Minimum Ratio
- -------------                                           -------------
                                                     
September 30, 2002 and
December 31, 2002                                       2.75 to 1.00
March 31, 2003                                          3.00 to 1.00
June 30, 2003                                           3.25 to 1.00
September 30, 2003 and each
Annual Period ending thereafter                         3.50 to 1.00


            (b) Net Worth. Maintain, as at the end of each fiscal quarter of the
            Borrower, Consolidated Net Worth at an amount not less than
            $3,800,000,000 plus 50% of the cumulative amount of Net Income for
            each fiscal quarter ended after December 31, 2000 and excluding any
            such fiscal quarter for which Net Income shall have been negative.



                                                                              37

            (c) Reporting Requirements. Furnish to the Agent, together with
sufficient number of copies for each of the Lenders:

            (i) as soon as available and in any event not later than 60 days
            after the end of each of the first three quarters of each fiscal
            year of the Borrower, a conformed copy of the Borrower's Quarterly
            Report on Form 10-Q for such quarter as filed with the Securities
            and Exchange Commission, together with (1) a Schedule of Compliance,
            signed by an Authorized Officer setting forth computations used by
            the Borrower in determining compliance with the covenants contained
            in paragraphs (a) and (b) of this Article V and in paragraphs (a),
            (b), (c) and (d) of Article VI and (2) a certificate of an
            Authorized Officer stating that no Event of Default has occurred and
            is continuing or, if an Event of Default has occurred and is
            continuing, a statement as to the nature thereof and the action
            which the Borrower has taken and proposes to take with respect
            thereto; and

            (ii) as soon as available and in any event not later than 120 days
            after the end of each fiscal year of the Borrower, a conformed copy
            of the Borrower's Annual Report on Form 10-K for such year as filed
            with the Securities and Exchange Commission, together with (1) a
            Schedule of Compliance, signed by an Authorized Officer setting
            forth computations used by the Borrower in determining compliance
            with the covenants contained in paragraphs (a) and (b) of Article V,
            and in paragraphs (a), (b), (c) and (d) of Article VI, and (2) a
            certificate of an Authorized Officer stating that no Event of
            Default has occurred and is continuing or, if an Event of Default
            has occurred and is continuing, a statement as to the nature thereof
            and the action which the Borrower has taken and proposes to take
            with respect thereto; and

            (iii) as soon as practicable and in any event within ten Business
            Days after any Authorized Officer of the Borrower obtains actual
            knowledge of the occurrence of any Event of Default, a statement of
            an Authorized Officer setting forth details of such Event of Default
            and the action which the Borrower has taken and proposes to take
            with respect thereto; and

            (iv) promptly after the filing thereof, copies of all reports (in
            addition to Forms 10-K and 10-Q) filed by the Borrower with the
            Securities and Exchange Commission (other than annual reports on
            Form 11-K) pursuant to the Exchange Act; and

            (v) such other publicly available information relating to the
            financial condition or business operations of the Borrower as the
            Agent or any Lender may from time to time reasonably request.

            (d) Preservation of Corporate Existence. Preserve and maintain its
corporate existence; provided, that the Borrower may merge or transfer its
assets in a transaction permitted by paragraph (e) of Article VI.

            (e) Pari Passu with Certain Existing Credit Agreements. Ensure that
the Lenders remain pari passu with the lenders under the 364-Day Amendment and
Restatement and the lenders under the Borrower's Term Loan Agreement.

                                                                              38

ARTICLE VI.  NEGATIVE COVENANTS

            The Borrower covenants and agrees with each Lender and the Agent
that, so long as the Commitment of such Lender shall remain in effect or the
principal of or interest on any Loan by such Lender shall be unpaid, and until
all Letters of Credit shall have expired or terminated and all LC Disbursements
shall have been reimbursed, unless the Majority Lenders shall otherwise consent
in writing, the Borrower will not:

            (a) Limitation on Liens. Issue, assume or guarantee, or permit any
Subsidiary to issue, assume or guarantee, Debt if such Debt is secured by a Lien
upon any Manufacturing Facility without providing (concurrently with the
issuance, assumption or guarantee of any such Debt) that the Loans shall be
secured equally and ratably with such Debt; provided, however, that the
foregoing restriction shall not apply to:

            (i) any Lien on property if such Lien is in existence at the time of
            the acquisition of such property by the Borrower or a Subsidiary;

            (ii) any Lien on property to secure the payment of all or any part
            of the purchase price of such property or to secure any Debt
            incurred (prior to, at the time of, or within 360 days after, the
            acquisition by the Borrower or a Subsidiary of such property) for
            the purpose of, or in connection with, financing all or any part of
            the purchase price thereof;

            (iii) any Lien on property of a corporation or other entity if such
            Lien was in existence prior to the time such corporation or other
            entity is merged into or consolidated with the Borrower or a
            Subsidiary or prior to the time of a sale, lease or other
            disposition of the properties of an entity as an entirety or
            substantially as an entirety to the Borrower or a Subsidiary;

            (iv) any Lien on property in favor of the United States of America,
            any State thereof, or any department, agency or instrumentality or
            political subdivision of the United States of America or any State
            thereof, in favor of any other country or any political subdivision
            thereof, or in favor of any other Governmental Body, to secure
            partial, progress, advance or other payments, or performance of any
            other obligations, pursuant to any contract or statute or to secure
            any indebtedness incurred for the purpose of financing all or any
            part of the purchase price or the cost of construction of the
            property subject to such Lien; or

            (v) any extension, renewal or replacement (or successive extensions,
            renewals or replacements), in whole or in part, of any Lien referred
            to in the foregoing clauses (i) to (iv), inclusive; provided,
            however, that the principal amount of Debt secured thereby shall not
            exceed the principal amount of Debt so secured at the time of such
            extension, renewal or replacement, and that such extension, renewal,
            or replacement Lien shall be limited to all or a part of the
            property which secured the Lien so extended, renewed or replaced
            (plus improvements on such property).

            Notwithstanding the foregoing, (A) the Borrower or any Subsidiary
may issue, assume or guarantee Debt secured by a Lien on a Manufacturing
Facility of the Borrower which would otherwise be subject to the foregoing
restrictions in an aggregate amount which, together with the aggregate principal
amount of all other such Debt of the Borrower and the Subsidiaries secured by
Liens on Manufacturing Facilities of the Borrower outstanding at the time of
such issuance, assumption or guarantee (but excluding Debt permitted by the
foregoing clauses (i) to (v), inclusive), does not at such

                                                                              39

time exceed fifteen percent (15%) of the Consolidated Net Worth of the Borrower
as at the end of the then most recently completed fiscal year of the Borrower,
and (B) the Borrower or any Subsidiary may issue, assume or guarantee Debt
secured by a Lien on a Manufacturing Facility of a Subsidiary which would
otherwise be subject to the foregoing restrictions in an aggregate amount which,
together with the aggregate principal amount of all other such Debt of the
Borrower and the Subsidiaries secured by Liens on Manufacturing Facilities of
Subsidiaries outstanding at the time of such issuance, assumption or guarantee
(but excluding Debt permitted by the foregoing clauses (i) to (v), inclusive),
does not at such time exceed fifteen percent (15%) of the Consolidated Net Worth
of the Borrower as at the end of the then most recently completed fiscal year of
the Borrower.

            (b) Limitation on Debt. Issue, incur, assume or guarantee, or permit
any Subsidiary to issue, incur, assume or guarantee, any Debt if, immediately
after giving effect to the issuance, incurrence, assumption or guarantee of such
Debt and after giving effect to the receipt and application of any and all
proceeds thereof, the aggregate principal amount of the Consolidated Debt of the
Borrower and the Subsidiaries would, at the end of any fiscal quarter of the
Borrower, exceed the sum of (x) $5,000,000,000 plus (y) the Supplemental Amount,
if any, at such date. For the purpose of this paragraph (b), if any such Debt is
payable in a currency other than Dollars and all or any portion of the principal
amount of such Debt is hedged into Dollars, then the principal amount thereof,
or such portion thereof, shall be the amount of Dollars specified in, or
determined pursuant to, the applicable hedging contract.

            (c) Limitation on Secured Debt of Borrower and Domestic
Subsidiaries. Issue, incur, assume or guarantee, or permit any Domestic
Subsidiary to issue, incur, assume or guarantee, Debt secured by a Lien or Liens
upon any assets other than property or other assets constituting Manufacturing
Facilities or accounts receivable (and related rights including, without
limitation, rights to return merchandise) ("Designated Secured Debt") if,
immediately after giving effect to the issuance, incurrence, assumption or
guarantee of such Debt and after giving effect to the receipt and application of
any and all proceeds thereof, the aggregate principal amount of the Designated
Secured Debt of the Borrower and the Domestic Subsidiaries would exceed
$100,000,000.

            (d) Limitation on Sale-Leaseback Transactions and Debt of Domestic
Subsidiaries. Permit the sum of (i) the aggregate principal amount of the Debt
of Domestic Subsidiaries, other than Debt secured by a Lien or Liens upon
property or assets constituting Manufacturing Facilities or accounts receivable
(and related rights, including, without limitation, rights to returned
merchandise) and (ii) the aggregate Attributable Debt in connection with all
Sale-Leaseback Transactions of the Borrower and the Domestic Subsidiaries to
exceed $400,000,000 at any time.

            (e) Mergers, Etc. Merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to, or acquire all or substantially all of the
assets of, any Person; except that (i) any Subsidiary may merge into or transfer
assets to or obtain assets from the Borrower, and (ii) the Borrower may merge
with or acquire all or substantially all of the assets of any Person, provided
in any such case that, immediately after giving effect to such proposed
transaction, no Event of Default would exist and, in the case of any such merger
to which the Borrower is a party, the Borrower is the surviving corporation.

            (f) ERISA Liabilities. Create or suffer to exist, as at the end of
any fiscal quarter of Borrower, any ERISA Liabilities of the Borrower in an
aggregate amount in excess of $750,000,000.

                                                                              40

            (g) Negative Pledge. Enter into, or permit any Subsidiary organized
under the laws of the United States or any state, territory or possession
thereof to enter into, any covenant or other agreement that by its terms limits
the ability of the Borrower or any such Subsidiary to pledge its accounts
receivable or inventory or proceeds thereof to secure indebtedness.

ARTICLE VII. EVENTS OF DEFAULT

            So long as any Commitment shall be in effect or any amount of the
principal of or accrued interest on any Borrowing shall be unpaid, and until all
Letters of Credit shall have expired or terminated and all LC Disbursements
shall have been reimbursed, in case of the occurrence and continuance of any of
the following events ("Events of Default"):

            (a) The Borrower shall fail to pay the principal of any Loan or any
reimbursement obligation in respect of any LC Disbursement when due and any such
failure shall remain unremedied for more than two Business Days after the
earlier of (i) the day on which an Authorized Officer first obtains actual
knowledge of such failure or (ii) written notice of such failure shall have been
given to the Borrower by the Agent, any Lender or any Issuing Bank; or

            (b) The Borrower shall fail to pay any Fees when due and such
failure shall remain unremedied for more than ten Business Days after the
earlier of (i) the day on which an Authorized Officer first obtains actual
knowledge of such failure or (ii) written notice of such failure shall have been
given to the Borrower by the Agent, any Lender or any Issuing Bank; or

            (c) The Borrower shall fail to pay interest on any Loan when due,
and such failure shall remain unremedied for more than five Business Days after
the earlier of (i) the day on which an Authorized Officer first obtains actual
knowledge of such failure or (ii) written notice of such failure shall have been
given to the Borrower by the Agent or any Lender; or

            (d) Any representation or warranty made by the Borrower in this
Agreement or by the Borrower (or any of its Authorized Officers) in any
certificate delivered pursuant to this Agreement, or deemed to have been made
pursuant to and in accordance with Section 4.01 of this Agreement, shall prove
to have been incorrect in any material respect when made; provided, that if any
such representation or warranty is capable of being rendered true and correct in
all material respects, such event shall not constitute an Event of Default
unless such incorrect representation or warranty is not rendered true and
correct in all material respects within thirty days after the earlier of (i) the
day on which an Authorized Officer first obtains actual knowledge of such event
or (ii) the day written notice thereof shall have been given to the Borrower by
the Agent or any Lender; or

            (e) The Borrower shall fail to perform or observe any covenant or
agreement set forth in paragraph (a) or (b) of Article V or in paragraph (b),
(c) or (d) of Article VI; or

            (f) The Borrower shall fail to perform or observe any other covenant
or agreement set forth in this Agreement on its part to be performed or observed
and such failure shall remain unremedied for more than thirty days after the
earlier of (i) the day on which an Authorized Officer first obtains actual
knowledge of such

                                                                              41

failure or (ii) written notice thereof shall have been given to the Borrower by
the Agent or any Lender; or

            (g) The Borrower shall fail to pay any principal of Funded Debt of
the Borrower which is then outstanding in a principal amount in excess of
$25,000,000 at the scheduled maturity thereof, such failure shall continue after
the applicable grace period, if any, specified in the agreement or instrument
relating to such Funded Debt, and such Funded Debt is not paid within ten
Business Days after the earlier of (i) the day on which an Authorized Officer
first obtains actual knowledge of such failure or (ii) written notice of such
failure shall have been given to the Borrower by the holder or holders of such
Funded Debt; or Funded Debt of the Borrower which is then outstanding in a
principal amount in excess of $25,000,000 shall become due and payable prior to
the scheduled maturity thereof as a result of the lawful acceleration thereof
due to the occurrence of an event of default thereunder (other than an event of
default resulting from a pledge or transfer of any margin stock, as defined in
Regulation U of the Board) and such Funded Debt is not paid, or such
acceleration thereof is not rescinded or annulled, within ten Business Days
following such lawful acceleration thereof; or

            (h) Any event shall occur that shall constitute an event of default
under any cross-default or cross-acceleration provision contained in any
agreement or instrument governing or evidencing Funded Debt of the Borrower
which is then outstanding in a principal amount in excess of $25,000,000 if such
provision permits the lawful acceleration of such Funded Debt under
circumstances that would not constitute an Event of Default pursuant to clause
(g) above; or

            (i) The Borrower shall sell or otherwise dispose of all or
substantially all of its assets; or

            (j) The Borrower shall generally not pay its debts as such debts
become due, or shall admit in writing its inability to pay its debts generally,
or shall make a general assignment for the benefit of creditors; or any
proceeding shall be instituted by or against the Borrower seeking to adjudicate
it a debtor or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a
receiver, trustee, or other similar official for it or for any substantial part
of its property, and, if instituted against the Borrower, is consented to by it
or remains undismissed or unstayed for a period of 90 consecutive days; or the
Borrower shall take any corporate action to authorize any of the actions set
forth above in this clause (j);

then, and in every such event (other than the entry of an order for relief with
respect to the Borrower as a debtor under the Federal Bankruptcy Code), and at
any time thereafter during the continuance of such event, the Agent, at the
request of the Required Lenders, shall, by notice to the Borrower, take either
or both of the following actions, at the same or different times: (i) terminate
forthwith the Commitments and (ii) declare the Loans then outstanding to be
forthwith due and payable in whole or in part, whereupon the principal of the
Loans so declared to be due and payable, together with accrued interest thereon
and any unpaid accrued Fees and all other liabilities of the Borrower accrued
hereunder, shall become forthwith due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by the Borrower, anything contained herein to the contrary
notwithstanding; provided, that in the event of the entry of an order for relief
with respect to Borrower as a debtor under the

                                                                              42

Federal Bankruptcy Code, the Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon
and any unpaid accrued Fees and all other liabilities of the Borrower accrued
hereunder, shall automatically become due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Borrower, anything contained herein to the contrary
notwithstanding.

ARTICLE VIII.  THE AGENT

            In order to expedite the transactions contemplated by this
Agreement, JPMorgan Chase Bank is hereby appointed to act as Agent on behalf of
the Lenders and, where applicable, any Issuing Banks. Each of the Lenders and
each of the Issuing Banks hereby irrevocably authorizes the Agent to take such
actions on behalf of such Lender and such Issuing Bank, as the case may be, and
to exercise such powers as are specifically delegated to the Agent by the terms
and provisions hereof, together with such actions and powers as are reasonably
incidental thereto. The Agent is hereby expressly authorized by the Lenders and
the Issuing Banks, without hereby limiting any implied authority, (a) to receive
on behalf of the Lenders and any Issuing Banks all payments of principal of and
interest on the Loans and all other amounts due to the Lenders hereunder, and
promptly to distribute to each Lender or any Issuing Bank its proper share of
each payment so received; (b) to give notice on behalf of each of the Lenders to
the Borrower of any Event of Default specified in this Agreement of which the
Agent has actual knowledge acquired in connection with its agency hereunder; and
(c) to distribute to each Lender copies of all notices, financial statements and
other materials delivered by the Borrower pursuant to this Agreement as received
by the Agent.

            Neither the Agent nor any of its directors, officers, employees or
agents shall be liable to any Lender or Issuing Bank as such for any action
taken or omitted by any of them except for its or his own gross negligence or
wilful misconduct, or be responsible for any statement, warranty or
representation herein or the contents of any document delivered in connection
herewith, or be required to ascertain or to make any inquiry concerning the
performance or observance by the Borrower of any of the terms, conditions
(except delivery to the Agent of the items required by Section 4.02 to be
delivered to it), covenants or agreements contained in this Agreement. The Agent
shall not be responsible to the Lenders or the Issuing Banks for the due
execution, genuineness, validity, enforceability or effectiveness of this
Agreement or other instruments or agreements. The Agent shall in all cases be
fully protected in acting, or refraining from acting, in accordance with written
instructions signed by the Majority Lenders or the Required Lenders, as the case
may be, and, except as otherwise specifically provided herein, such instructions
and any action or inaction pursuant thereto shall be binding on all the Lenders.
The Agent shall, in the absence of knowledge to the contrary, be entitled to
rely on any instrument or document believed by it in good faith to be genuine
and correct and to have been signed or sent by the proper Person or Persons.
Neither the Agent nor any of its directors, officers, employees or agents shall
have any responsibility to the Borrower on account of the failure of or delay in
performance or breach by any Lender or Issuing Bank of any of its obligations
hereunder or to any Lender or Issuing Bank on account of the failure of or delay
in performance or breach by any other Lender, Issuing Bank or the Borrower of
any of its respective obligations hereunder or in connection herewith. The Agent
may execute any and all duties hereunder by or through agents or employees and
shall be entitled to rely upon the advice of legal counsel selected by it with
respect to all matters arising hereunder and shall not be liable for any action
taken or suffered in good faith by it in accordance with the advice of such
counsel.

                                                                              43

            The Lenders and the Issuing Banks hereby acknowledge that the Agent
shall be under no duty to take any discretionary action permitted to be taken by
it pursuant to the provisions of this Agreement unless it shall be requested in
writing to do so by the Required Lenders.

            Subject to the appointment and acceptance of a successor Agent as
provided below, the Agent may resign at any time by notifying the Lenders, any
Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders
shall have the right to appoint a successor. If no successor shall have been so
appointed by the Required 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 and the Issuing Banks, appoint
a successor Agent which shall be a bank with an office in New York, New York,
having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor bank, 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 the Agent's
resignation hereunder, the provisions of this Article and Section 9.05 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.

            With respect to the Loans made and the Letters of Credit issued or
participated in by it hereunder, the Agent in its individual capacity and not as
Agent shall have the same rights and powers as any other Lender or Issuing Bank
and may exercise the same as though it were not the Agent, and the Agent may
accept deposits from, lend money to and generally engage in any kind of business
with the Borrower as if it were not the Agent.

            Each Lender agrees (i) to reimburse the Agent, on demand, in the
amount of its pro rata share (based on its Commitment, or, after the Commitments
have expired or been terminated, the amount of its outstanding Loans and LC
Exposure hereunder) of any expenses incurred for the benefit of the Lenders by
the Agent, including reasonable counsel fees and compensation of agents and
employees paid for services rendered on behalf of the Lenders, which shall not
have been reimbursed by the Borrower and (ii) to indemnify and hold harmless the
Agent and any of its directors, officers, employees or agents, on demand, in the
amount of such pro rata share, from and against any and all liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against it in its capacity as the Agent or any of
them in any way relating to or arising out of this Agreement or any action taken
or omitted by it or any of them under this Agreement, to the extent the same
shall not have been reimbursed by the Borrower; provided that no Lender shall be
liable to the Agent or any other indemnitee for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the gross negligence or wilful
misconduct of the Agent or any of its directors, officers, employees or agents.

            Each Lender acknowledges that it has, independently and without
reliance upon the Agent or any other Lender 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 also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender 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.

                                                                              44

            Notwithstanding any other provision herein, each Lender and each
Issuing Bank acknowledges that the Agent is not acting as an agent of the
Borrower and that the Borrower will not be responsible for any acts or failures
to act on the part of the Agent.

ARTICLE IX. MISCELLANEOUS

            SECTION 9.01. Notices. Except as otherwise expressly provided
herein, notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, priority mail,
mailed by certified or registered mail or sent by telecopy, as follows:

            (a) if to the Borrower, to it at 1144 East Market Street, Akron,
Ohio 44316-0001, Attention of the Treasurer (Telecopy No. 330-796-1021 or
330-796-8836);

            (b) if to the Agent, to JPMorgan Chase Bank, Loan and Agency
Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081,
Attention of Janet Belden (Telecopy No. 212-552-5658), with a copy to JPMorgan
Chase Bank, 270 Park Avenue, New York, New York 10017, Attention of Julie S.
Long (Telecopy No. 212-270-5127);

            (c) if to any Issuing Bank, to it at the address most recently
specified by it in a notice delivered to the Agent and the Borrower; and

            (d) if to a Lender, to it at its address (or telecopy number) set
forth in Schedule 2.01.

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 if delivered by hand or overnight courier service or sent by
telecopy (as evidenced by machine transmission report), or on the date five
Business Days after dispatch by certified or registered mail, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this
Section 9.01 or in accordance with the latest unrevoked direction from such
party given in accordance with this Section 9.01.

            SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Lenders and the Issuing Banks and shall survive the making by the Lenders of the
Loans and the issuance by any Issuing Bank of any Letters of Credit, regardless
of any investigation made by the Lenders or the Issuing Bank or on their behalf,
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 and so long as the Commitments have not been
terminated and so long as any Letter of Credit remains outstanding.

            SECTION 9.03. Binding Effect; Successors and Assigns. (a) This
Agreement shall become effective on August 13, 2002, subject to the satisfaction
of conditions precedent set forth in Section 4.02, and thereafter shall be
binding upon and inure to the benefit of the Borrower, the Agent, any Issuing
Bank and each Lender and their respective successors and assigns, except that
(i) the Borrower shall not have the right to assign its rights hereunder or any
interest herein or to delegate any of its duties hereunder without the prior
written consent of all the Lenders and (ii) no Lender shall

                                                                              45

have the right to assign or participate its rights hereunder or any interest
herein or to delegate any of its duties hereunder without the prior written
consent of the Borrower and each Issuing Bank (which consent shall not be
unreasonably withheld; provided that such consent shall not be required (a) in
the case of an assignment or participation to a Lender or (b) in the case of the
Borrower's consent, if an Event of Default shall have occurred and be
continuing) and the giving of written notice (also signed by the Borrower where
the Borrower's consent is required) to the Agent.

            (b) Whenever in this Agreement any of the parties hereto is referred
to, such reference shall be deemed to include any successors and permitted
assigns of such party; and all covenants, promises and agreements by or on
behalf of the Borrower, the Agent, any Issuing Bank or the Lenders that are
contained in this Agreement shall bind and inure to the benefit of their
respective successors and permitted assigns.

            (c) Notwithstanding the limitations set forth in this Section 9.03,
any Lender may at any time assign all or any portion of its rights under this
Agreement to a Federal Reserve Bank without the prior written consent of the
Borrower or the Agent; provided that no such assignment shall release a Lender
from any of its obligations hereunder or substitute any such Bank for such
Lender as a party hereto. In order to facilitate such an assignment to a Federal
Reserve Bank, the Borrower shall, at the request of the assigning Lender, duly
execute and deliver to the assigning Lender a promissory note or notes in the
form of Exhibit E hereto evidencing the Loans made to the Borrower by the
assigning Lender hereunder.

            SECTION 9.04. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

            SECTION 9.05. Waivers; Amendment. (a) No failure or delay of the
Agent, any Issuing Bank or any Lender in exercising any power or right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power or preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the
Agent, the Issuing Banks and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies provided by law. No waiver of any provision
of this Agreement or consent to any departure by the 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.

            (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Majority Lenders; provided, however, that
no such agreement shall (i) amend, modify or otherwise affect the rights or
duties of the Agent hereunder without the prior written consent of the Agent,
(ii) decrease the principal amount of, or extend the maturity of or any
scheduled principal payment date or date for the payment of any interest on any
Loan or any Facility Fees or Utilization Fee, or waive or excuse any such
payment or any part thereof, or decrease the rate of interest on any Loan or any
Facility Fees or Utilization Fee, without the prior written consent of each
Lender affected thereby, (iii) change or extend the Commitment or decrease the
Facility Fees or the Utilization Fee of any Lender without the prior written
consent of such Lender, or (iv) amend or modify the provisions of Section 2.16,
the provisions of this Section 9.05(b) or the definition of "Majority Lenders"
or "Required Lenders", without the prior written consent of each Lender;
provided that the provisions referred to in the

                                                                              46

preceding clauses (ii), (iii) and (iv) may be amended by the Majority Lenders;
but any Lender which declines to approve any such amendment shall have the right
at any time, on 10 Business Days' notice to the Borrower, to terminate its
Commitment and require the Borrower to pay the principal of and interest on its
outstanding Loans and Facility Fees and Utilization Fee, and the amount of the
principal and interest so paid shall be determined without giving effect to such
amendment. All prepayments made pursuant to this Section 9.05(b) shall be
without premium, penalty or other cost of any kind and shall not be subject to
the requirements of Sections 2.16 and 2.13(d).

            (c) Following the expiration or termination of Commitments
hereunder, all amendments shall require, in addition to any approval required
under paragraph (b) above, the approval of Lenders representing at least a
majority of the aggregate principal amount of the Loans outstanding (or, in the
case of amendments to the provisions referred to in clauses (ii), (iii) and (iv)
of Section 9.05(b) above, all Lenders affected thereby).

            (d) No agreement shall decrease the Participation Fees or the rate
of interest on such Participation Fees, or extend the scheduled payment date for
the payment of or of any interest on Participation Fees, or waive or excuse any
such payment, or any part thereof without the prior written consent of each
Lender affected thereby; provided, that the proviso in Section 9.05(b) above
shall be applicable to this paragraph (d), and all references in such proviso in
paragraph (b) to Facility Fees and Utilization Fees shall be deemed to include
in addition, such Participation Fees.

            (e) No agreement shall (i) waive, modify or amend the rights or
duties hereunder of any Issuing Bank in its capacity as an Issuing Bank, (ii)
decrease the amount of any Fronting Fees or (ii) extend the scheduled date for
the payment of any Fronting Fees without the prior written consent of each
Issuing Bank affected thereby.

            SECTION 9.06. Expenses; Indemnity. (a) The Borrower agrees to pay
(i) all reasonable out-of-pocket expenses incurred by the Agent and its
Affiliates, including the reasonable fees, charges and disbursements of counsel
for the Agent, in connection with the syndication of the credit facilities
provided for herein, the preparation and administration of this Agreement or any
amendments, modifications or waivers (requested by or for the benefit of the
Borrower) of the provisions hereof, (ii) all reasonable out-of-pocket expenses
incurred by any 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 Agent, any Issuing
Bank or any Lender in connection with the enforcement of its rights under this
Agreement.

            (b) The Borrower agrees to indemnify the Agent, each Issuing Bank,
the Lenders, their Affiliates, and the respective directors, officers, employees
and agents of such Persons (each such Person being called an "Indemnitee")
against, and to hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including reasonable counsel fees and
expenses, arising out of any claim, litigation, investigation or proceeding
relating to (i) the execution or delivery of this Agreement or the consummation
of the transactions contemplated hereby or (ii) the use by the Borrower of the
proceeds of the Loans or any Letter of Credit (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); provided that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses have resulted from the gross negligence or
willful misconduct of such

                                                                              47

Indemnitee or from the breach of any obligations of such Indemnitee set forth in
this Agreement.

            SECTION 9.07. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the applicable interest rate, together
with all fees and charges which are treated as interest under applicable law
(collectively the "Charges"), as provided for herein, or otherwise contracted
for, charged, received, taken or reserved by any Lender, shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by such Lender in accordance with applicable law,
the rate of interest payable hereunder to such Lender, together with all Charges
payable to such Lender, shall be limited to the Maximum Rate.

            SECTION 9.08. Entire Agreement. This Agreement and the letter
agreement referred to in Section 2.07(d) constitute the entire contract between
the parties relative to the subject matter hereof. Any previous agreement among
the parties with respect to the subject matter hereof is superseded by this
Agreement. Nothing in this Agreement, expressed or implied, is intended to
confer upon any party other than the parties hereto any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

            SECTION 9.09. Information; Access and Confidentiality. So long as
any Commitments shall be in effect, any Letter of Credit shall be outstanding or
any Loans or reimbursement obligations in respect of LC Disbursements shall
remain unpaid: (i) the Lenders and any Issuing Bank, acting through their
officers and other duly designated employees, shall have the right to discuss
the affairs, finances and accounts of the Borrower and the Subsidiaries with
senior financial officers and employees of the Borrower at such reasonable times
and intervals as the Lenders and any Issuing Bank shall reasonably request; and
(ii) the Borrower will make available to the Lenders and any Issuing Bank such
other information relating to the financial condition or business operations of
the Borrower and the Subsidiaries as the Lenders shall from time to time
reasonably request. Notwithstanding anything herein to the contrary, in no event
shall the Borrower be required to furnish to the Lenders any information
pursuant to this Section 9.09 if the Borrower shall reasonably determine that
the furnishing of such requested information would be in violation of any
applicable law, regulation or order of any Governmental Body or if such
information relates to the Borrower's strategic planning, research, development,
testing, manufacturing or marketing activities and the furnishing thereof would,
in the sole judgment of the Borrower reasonably exercised, adversely affect the
competitive position of the Borrower. Each Lender and Issuing Bank agrees that
all such information provided to such Lender or such Issuing Bank (or any
officer or employee of such Lender or such Issuing Bank) is confidential and
proprietary to the Borrower and that such Lender or such Issuing Bank will not
disclose (other than to the directors, officers and employees of such Lender or
such Issuing Bank who require such information in connection with such Lender's
or such Issuing Bank's administration of this Agreement and who have been
directed to treat such information as confidential and proprietary to the
Borrower and other than to bank examiners with jurisdiction over such Lender or
such Issuing Bank who request such information) any such information (excluding
information which becomes (i) generally available to the public other than as a
result of the disclosure thereof by such Lender or such Issuing Bank or its
representatives in breach of this Section 9.09 or (ii) available to such Lender
or such Issuing Bank on a non-confidential basis from a source other than the
Borrower or the Subsidiaries or any of their respective directors, officers,
employees, agents or representatives, provided such source is not known to such
Lender or such Issuing Bank to be bound by a confidentiality agreement with the
Borrower), except to the extent such Lender or such Issuing Bank is, in the
opinion of legal counsel to such Lender or such Issuing Bank, required by law to

                                                                              48

disclose such information and then only after such Lender or such Issuing Bank
shall have given the Borrower at least five (5) days' prior written notice of
such required disclosure or, if such prior notice period is not available to
such Lender under applicable law, such shorter notice period, if any, as shall
in fact be available to such Lender or such Issuing Bank under applicable law.

            SECTION 9.10. Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the legal and economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

            SECTION 9.11. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract, and shall become
effective as provided in Section 9.03.

            SECTION 9.12. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

            SECTION 9.13. Jurisdiction; Consent to Service of Process. (a) Each
party to this Agreement irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, 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
related hereto, 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. Nothing in this Agreement shall affect
any right that any party may otherwise have to bring any action or proceeding
relating to this Agreement in the courts of any jurisdiction.

            (b) Each party to this Agreement 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 New
York State or Federal court. 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.

            (c) 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 9.14. Stamp Taxes. The Borrower agrees to pay, and to save
the Agent and each Lender harmless from all liability for, any stamp, transfer,
documentary or similar taxes, assessments or charges (herein "Stamp Taxes"), and
any penalties or interest with respect thereto, which may be assessed, levied,
collected or imposed, or otherwise become payable, in connection with the
execution and delivery of this Agreement. The Agent and each Lender represents
and warrants unto the Borrower that, at the date of this Agreement, there are
not Stamp Taxes in effect which are

                                                                              49

applicable to this Agreement or any Loans which may be made hereunder and the
Agent and each Lender agrees that it will promptly notify the Borrower upon
becoming aware of the imposition or prospective imposition of any Stamp Taxes in
respect of this Agreement or any Loan made pursuant to this Agreement. The
obligations of the Borrower, the Agent and each Lender under this Section 9.14
shall survive the payment of the Loans.

            SECTION 9.15. 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 (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.

            SECTION 9.16. Change of Control Option. (a) In the event there shall
occur any Change of Control (as defined below) each Lender shall have the right,
at its option exercisable at any time within six months following the Change
Date (as defined below), to require the Borrower (i) to purchase the Loans of
such Lender on the Purchase Date (as defined below) at a purchase price which
shall be equal to the sum of (i) the principal amount of such Loans then
outstanding, plus (ii) any and all accrued and unpaid interest on such Loans and
Fees to the Purchase Date (the "Purchase Price") and (ii) to deposit in an
account with the Agent, in the name and for the benefit of such Lender, an
amount in cash equal to the LC Exposure of such Lender as of such date plus any
accrued and unpaid interest thereon. Each such deposit shall be held by the
Agent as collateral for the payment of amounts due to such Lender in connection
with LC Disbursements. The Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be
made at the option of the Agent and with the approval of the Borrower (but with
the consent of such Lender) and at the Borrower's 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 Agent to reimburse the applicable Issuing Bank for such Lender's
share of LC Disbursements for which it has not been reimbursed. Any remaining
amounts held by the Agent under this paragraph for the account of any Lender
shall be returned to the Borrower within three Business Days after all Letters
of Credit have expired or been drawn in full and all related LC Disbursements
have been repaid.

            (b) The Borrower shall give the Lenders, through the Agent, written
notice of the occurrence of a Change of Control within five Business Days
following the Change Date. No failure of the Borrower to give notice of a Change
of Control shall limit the right of any Lender to require the purchase of its
Loans pursuant to this Section 9.16.

            (c) Any Lender may exercise its right to require the purchase of its
Loans under this Section 9.16 by delivering to the Borrower at any time within
six months after the Change Date written notice thereof, specifying the Purchase
Date. The Commitment of any Lender exercising its right to require the purchase
of its Loans under this Section 9.16 shall automatically terminate immediately
upon the Borrower's receipt of such Lender's written notice of such exercise of
its option in accordance with this Section 9.16; provided that such Lender shall
continue to be liable to purchase

                                                                              50

participations in Letters of Credit outstanding on the date of such notice (but
not any subsequently issued Letters of Credit) as provided in Section 2.05(d).

            (d) In the event of the exercise by any Lender of its option under
this Section 9.16 in the manner provided herein, the Borrower shall pay or cause
to be paid to such Lender on the Purchase Date the Purchase Price (determined in
accordance with paragraph (a) above), and shall deposit with the Agent the
amount referred to in clause (ii) of paragraph (a) above, in each case in
immediately available funds. No exercise of the option granted in this Section
9.16 shall be subject to the requirements of Sections 2.16 and 2.13(d).

            (e) As used in this Section 9.16, the term:

            (1) "Change Date" means the date on which any Change of Control
      shall be deemed to have occurred; provided, that, if the Borrower shall
      fail to give timely notice of the occurrence of a Change of Control to the
      Lenders as provided in paragraph (b) above, for the purpose of determining
      the duration of the Lenders' rights to require prepayment under this
      Section 9.16, "Change Date" shall mean the earlier of (i) the date on
      which notice of a Change of Control is duly given by the Borrower to the
      Agent or (ii) with respect to any Lender, the date on which such Lender
      obtains actual knowledge of the Change of Control.

            (2) "Change of Control" means when, and shall be deemed to have
      occurred at such time as, a "person" or "group" (within the meaning of
      Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the "beneficial
      owner" (as defined in Rule 13d-3 under the Exchange Act) of more than 50%
      of the then outstanding Voting Stock of the Borrower; provided, that fifty
      percent shall become 70% with respect to any "employee benefit plan" (as
      defined in Section 3(3) of ERISA) maintained by the Borrower or any
      Subsidiary or any trust or funding vehicle maintained for or pursuant to
      such "employee benefit plan".

            (3) "Purchase Date" means, with respect to any Lender, the date on
      which the Borrower shall purchase the Loans of such Lender pursuant to the
      exercise by such Lender of its option under this Section 9.16, pursuant to
      a notice given to the Borrower in accordance with paragraph (c) of this
      Section 9.16, which date shall be a Business Day not less than 90 nor more
      than 120 days after the date such Lender gives the Borrower written notice
      of such exercise.

            (4) "Voting Stock" shall mean capital stock of the Borrower of any
      class or classes (however designated) the holders of which are ordinarily,
      in the absence of contingencies, entitled to vote for the election of the
      Board of Directors of the Borrower, it being understood that, at the date
      hereof, the Common Stock, without par value, of the Borrower is the only
      outstanding class of capital stock of the Borrower which constitutes
      "Voting Stock".

                                                                              51

            IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders 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/ Stephanie W. Bergeron
                                         --------------------------------------
                                         Name: Stephanie W. Bergeron
                                         Title: Senior Vice President


                                         JPMORGAN CHASE BANK, individually
                                         and as Agent,

                                         by

                                         /s/ Julie S. Long
                                         --------------------------------------
                                         Name: Julie S. Long
                                         Title: Vice President

                                                                              52

                                         SIGNATURE PAGE TO THE AMENDED AND
                                         RESTATED FIVE-YEAR REVOLVING CREDIT
                                         AGREEMENT DATED AS OF AUGUST 13, 2002,
                                         among THE GOODYEAR TIRE & RUBBER
                                         COMPANY, THE LENDERS AND JPMORGAN CHASE
                                         BANK, as Agent.

          Name of Institution:           BANK ONE, NA

                                         by

                                         /s/ Michael B. Kelly
                                         --------------------------------------
                                         Name: Michael B. Kelly
                                         Title:  Associate



                                         BANK OF AMERICA, N.A.

                                         by

                                         /s/  Matthew J. Reilly
                                         --------------------------------------
                                         Name: Matthew J. Reilly
                                         Title: Vice President



                                         BNP PARIBAS

                                         by

                                         /s/ Rosalie C. Hawley
                                         --------------------------------------
                                         Name: Rosalie C. Hawley
                                         Title: Director

                                         by

                                         /s/ Peter Labrie
                                         --------------------------------------
                                         Name: Peter Labrie
                                         Title: Central Region Manager

                                         CIBC INC.

                                         by

                                         /s/ Dominic J. Sorresso
                                         --------------------------------------
                                         Name: Dominic J. Sorresso
                                         Title: Executive Director
                                                CIBC World Markets Corp.,
                                                  as Agent

                                                                              53

                                         CITICORP USA, INC.

                                         by

                                         /s/ Brian Y. Ike
                                         --------------------------------------
                                         Name: Brian Y. Ike
                                         Title: Director


                                         COMMERZBANK
                                         AKTIENGESELLSCHAFT NEW YORK
                                         AND GRAND CAYMAN BRANCHES

                                         by

                                         /s/ Graham A. Warning
                                         --------------------------------------
                                         Name: Graham A. Warning
                                         Title: Assistant Treasurer

                                         by

                                         /s/ John Marlatt
                                         --------------------------------------
                                         Name: John Marlatt
                                         Title: Senior Vice President



                                         ROYAL BANK OF CANADA

                                         by

                                         /s/ Gordon C. MacArthur
                                         --------------------------------------
                                         Name: Gordon C. MacArthur
                                         Title: Senior Manager

                                         BANK OF TOKYO-MITSUBISHI TRUST
                                         COMPANY

                                         by

                                         /s/ J. Stanton
                                         --------------------------------------
                                         Name: J. Stanton
                                         Title: Vice President

                                                                              54

                                         CREDIT SUISSE FIRST BOSTON

                                         by

                                         /s/ Robert Hetu
                                         --------------------------------------
                                         Name: Robert Hetu
                                         Title: Director

                                         by

                                         /s/ Mark Heron
                                         --------------------------------------
                                         Name: Mark Heron
                                         Title: Associate

                                         DEUTSCHE BANK SECURITIES INC.

                                         by

                                         /s/ Dr. Michael C. Dietz
                                         --------------------------------------
                                         Name: Dr. Michael C. Dietz
                                         Title: Director

                                         by

                                         /s/ Hans-Josef Thiele
                                         --------------------------------------
                                         Name: Hans-Josef Thiele
                                         Title: Director

                                         SUMITOMO MITSUI BANKING
                                         CORPORATION

                                         by

                                         /s/ Edward D. Henderson, Jr.
                                         --------------------------------------
                                         Name: Edward D. Henderson, Jr.
                                         Title: Joint General Manager

                                                                              55

                                         ABN AMRO BANK N.V.

                                         by

                                         /s/ David C. Sagers
                                         --------------------------------------
                                         Name:  David C. Sagers
                                         Title: Group Vice President

                                         by

                                         /s/ John J. Mack
                                         --------------------------------------
                                         Name: John J. Mack
                                         Title: Group Vice President


                                         BANCA NAZIONALE DEL LAVORO
                                         S.P.A., NEW YORK BRANCH

                                         by

                                         /s/ Francesco DiMario
                                         --------------------------------------
                                         Name: Francesco DiMario
                                         Title: Vice President

                                         by

                                         /s/ Carlo Vecchi
                                         --------------------------------------
                                         Name: Carlo Vecchi
                                         Title: Senior Vice President


                                         BARCLAYS BANK PLC

                                         by

                                         /s/ Nicholas Bell
                                         --------------------------------------
                                         Name: Nicholas Bell
                                         Title: Director


                                         CREDIT LYONNAIS NEW YORK
                                         BRANCH

                                         by

                                         /s/ Lee E. Greve
                                         --------------------------------------
                                         Name: Lee E. Greve
                                         Title: First Vice President

                                                                              56

                                         KEYBANK NATIONAL ASSOCIATION

                                         by

                                         /s/ Michael J. Vegh
                                         --------------------------------------
                                         Name: Michael J. Vegh
                                         Title: Portfolio Manager

                                         NATIONAL CITY BANK

                                         by

                                         /s/ Janice E. Focke
                                         --------------------------------------
                                         Name: Janice E. Focke
                                         Title: Senior Vice President


                                         THE NORTHERN TRUST COMPANY

                                         by

                                         /s/ Craig L. Smith
                                         --------------------------------------
                                         Name: Craig L. Smith
                                         Title: Vice President


                                         SOCIETE GENERALE

                                         by

                                         /s/ Anne-Marie Dumortier
                                         --------------------------------------
                                         Name: Anne-Marie Dumortier
                                         Title: Vice President

                                                                              57

                                         STANDARD CHARTERED BANK

                                         by

                                         /s/ Larry Fitzgerald
                                         --------------------------------------
                                         Name: Larry Fitzgerald
                                         Title: Vice President

                                         by

                                         /s/ Vijayant K. Jain
                                         --------------------------------------
                                         Name: Vijayant K. Jain
                                         Title: Asst. Vice President


                                         DRESDNER BANK AG, NEW YORK
                                         AND GRAND CAYMAN BRANCHES

                                         by

                                         /s/ Deborah Carlson
                                         --------------------------------------
                                         Name: Deborah Carlson
                                         Title: Director

                                         by

                                         /s/ Stephen Kovach
                                         --------------------------------------
                                         Name: Stephen Kovach
                                         Title: Vice President


                                         MIZUHO CORPORATE BANK, LTD.

                                         by

                                         /s/ Hideki Shirato
                                         --------------------------------------
                                         Name: Hideki Shirato
                                         Title: Deputy General Manager and Group
                                                Head

EX-4.2

                                                                     Exhibit 4.2

                                                                  CONFORMED COPY
================================================================================


             AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENT


                           Dated as of August 13, 2002

                                      among

                       THE GOODYEAR TIRE & RUBBER COMPANY,


                            THE LENDERS NAMED HEREIN,

                                       and

                               JPMORGAN CHASE BANK
                                    as Agent

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

                           J.P. MORGAN SECURITIES INC.
                 acted as Advisor, Lead Arranger and Bookrunner


================================================================================
                                                        [CS&M Ref. No. 6701-174]

                                TABLE OF CONTENTS


Article     Section                                                         Page

I.     DEFINITIONS ............................................................1

            1.01.  Defined Terms ..............................................1
            1.02.  Terms Generally ...........................................15

II.    THE CREDITS ...........................................................15

            2.01.  Commitments ...............................................15
            2.02.  Loans .....................................................15
            2.03.  Competitive Bid Procedure .................................17
            2.04.  Standard Borrowing Procedure ..............................19
            2.05.  Refinancings ..............................................19
            2.06.  Fees ......................................................19
            2.07.  Repayment of Loans; Evidence of Debt; Conversion
                   and Continuation of Standard Borrowings ...................20
            2.08.  Interest on Loans .........................................22
            2.09.  Default Interest ..........................................22
            2.10.  Unavailability of LIBO Rate and CD Rate Quotations ........22
            2.11.  Termination and Reduction of Commitments; Extension
                   of Commitment Termination Date and Maturity Date ..........23
            2.12.  Prepayment ................................................24
            2.13.  Reserve Requirements; Change in Circumstances .............25
            2.14.  Change in Legality ........................................26
            2.15.  Pro Rata Treatment ........................................27
            2.16.  Payments ..................................................28
            2.17.  Taxes .....................................................28
            2.18.  Termination or Assignment of Commitments ..................30

III.   REPRESENTATIONS AND WARRANTIES ........................................30

IV.    CONDITIONS OF LENDING .................................................31

            4.01.  All Borrowings ............................................31
            4.02.  At Closing ................................................32

V.     AFFIRMATIVE COVENANTS .................................................33

VI.    NEGATIVE COVENANTS ....................................................34

VII.   EVENTS OF DEFAULT .....................................................37

VIII.  THE AGENT .............................................................39

IX.    MISCELLANEOUS .........................................................41

            9.01.  Notices ...................................................41
            9.02.  Survival of Agreement .....................................41
            9.03.  Binding Effect; Successors and Assigns ....................41
            9.04.  Applicable Law ............................................42
            9.05.  Waivers; Amendment ........................................42
            9.06.  Expenses; Indemnity .......................................43
            9.07.  Interest Rate Limitation ..................................43
            9.08.  Entire Agreement ..........................................43
            9.09.  Information; Access and Confidentiality ...................43
            9.10.  Severability ..............................................44
            9.11.  Counterparts ..............................................44
            9.12.  Headings ..................................................44
            9.13.  Jurisdiction; Consent to Service of Process ...............45
            9.14.  Stamp Taxes ...............................................45
            9.15.  WAIVER OF JURY TRIAL ......................................46
            9.16.  Change of Control Option ..................................46

Exhibit A-1     Form of Competitive Bid Request

Exhibit A-2     Form of Notice of Competitive Bid Request

Exhibit A-3     Form of Competitive Bid

Exhibit A-4     Form of Competitive Bid Accept/Reject Letter

Exhibit A-5     Form of Standard Borrowing Request

Exhibit B       Form of Opinion of Counsel

Exhibit C       Form of Schedule of Compliance

Exhibit D       Form of Agreement Providing for Additional Lender

Exhibit E       Form of Promissory Note to Facilitate Assignments to Federal
                Reserve Banks

Exhibit F       Form of Five-Year Amendment and Restatement

Exhibit G       Form of Term Loan Agreement Amendment

Schedule 2.01   Commitments; Addresses for Notices and Reserve Percentages

Schedule III    Certain Litigation

                        AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENT
            dated as of August 13, 2002, among THE GOODYEAR TIRE & RUBBER
            COMPANY, an Ohio corporation (the "Borrower"), the lenders listed in
            Schedule 2.01 (together with their successors and permitted assigns,
            the "Lenders") and JPMORGAN CHASE BANK, a New York banking
            corporation, as administrative agent for the Lenders (in such
            capacity, the "Agent").

            The Borrower has requested the Lenders to extend credit to the
Borrower in order to enable it to borrow on a standby revolving credit basis on
and after the date hereof and at any time and from time to time prior to the
Commitment Termination Date (as herein defined), and thereafter to have
outstanding prior to the Maturity Date, a principal amount not in excess of
$575,000,000 at any time outstanding. The Borrower has also requested the
Lenders to provide a procedure pursuant to which the Borrower may invite the
Lenders to bid on an uncommitted basis on borrowings by the Borrower. The
Lenders are willing to extend such credit to the Borrower on the terms and
subject to the conditions herein set forth.

            Accordingly, the Borrower, the Lenders and the Agent agree as
follows:

ARTICLE I. DEFINITIONS

            SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms shall have the meanings specified below:

            "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

            "ABR Loan" shall mean any Standard Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

            "Adjusted CD Rate" shall mean, with respect to any CD Loan, the rate
per annum (rounded upward, if necessary, to the nearest 1/1000th of 1%)
equivalent to the sum of (i) the quotient of (x) the CD Rate with respect to the
Interest Period in respect of such CD Loan, divided by (y) one minus the CD
Reserve Requirement of the applicable Lender, if any, plus (ii) the Assessment
Rate of the applicable Lender, if any. The Adjusted CD Rate shall be determined
as of the first day of, and shall remain constant throughout, the applicable
Interest Period.

            "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar
Loan, the rate per annum (expressed as a percentage rounded upward, if
necessary, to the nearest 1/1000th of 1%) equivalent to the sum of (i) the
quotient of (x) the LIBO Rate for the Interest Period in respect of such
Eurodollar Loan, divided by (y) one minus the Eurodollar Reserve Requirement, if
any. The Adjusted LIBO Rate shall be the rate appropriately determined to be in
effect on the first day of, and shall remain constant throughout, such Interest
Period. The Eurodollar Reserve Requirement shall be determined as at the first
day of, and shall remain constant throughout, such Interest Period.

                                                                               2

            "Administrative Fees" shall have the meaning assigned to such term
in Section 2.06(c).

            "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate"
shall mean the rate of interest per annum publicly announced from time to time
by the Agent as its prime rate in effect at its principal office in New York
City; each change in the Prime Rate shall be effective on the date such change
is publicly announced as effective. "Federal Funds Effective Rate" shall mean,
for any day, the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a Business Day, the average of the quotations for the day of such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it. If for any reason the Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the inability or failure of the Agent to obtain sufficient quotations
in accordance with the terms thereof, the Alternate Base Rate shall be
determined without regard to clause (b) of the first sentence of this definition
until the circumstances giving rise to such inability no longer exist. Any
change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective on the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

            "Amended and Restated Five-Year Revolving Credit Agreement" means
the Amended and Restated Five-Year Revolving Credit Agreement dated as of August
14, 2001, as amended and as further amended and restated as of the date hereof.

            "Annual Period" shall mean a period of four complete, consecutive
fiscal quarters of the Borrower, taken together and constituting one accounting
period.

            "Applicable Spread" shall mean, for any day, (a) with respect to any
Eurodollar Standard Loan or CD Loan, the applicable rate per annum set forth
below under the caption "Eurodollar Spread" or "CD Spread", as the case may be,
based upon the ratings by S&P and Moody's, respectively, applicable on such day
to the Index Debt; provided, that at all times after the Commitment Termination
Date, each rate set forth below under the caption "Eurodollar Spread" and "CD
Spread" will be increased by 1.00% per annum; and (b) with respect to any ABR
Revolving Loan, the applicable rate per annum set forth below under the caption
"Eurodollar Spread", as such rate per annum shall have been increased following
the Termination Date as set forth in the proviso in clause (a) above, minus
1.00% per annum (but in no event less than zero):



==============================================================================================
                      RATINGS                EURODOLLAR SPREAD         CD SPREAD (BASIS POINTS
                   (S&P MOODY'S)         (BASIS POINTS PER ANNUM)          PER ANNUM)
- ----------------------------------------------------------------------------------------------
                                                              
Category 1       BBB /Baa2 or higher                85.0                        97.5
- ----------------------------------------------------------------------------------------------
Category 2       BBB-/Baa3                         105.0                       117.5
- ----------------------------------------------------------------------------------------------
Category 3       BB+ /Ba1                          150.0                       162.5
- ----------------------------------------------------------------------------------------------


                                                                               3

                                                                      
- ----------------------------------------------------------------------------------------------
Category 4       lower than BB+/Ba1 or             165.0                       177.5
                 unrated
==============================================================================================



For purposes of the foregoing, (i) if either Moody's or S&P shall not have in
effect a rating for the Index Debt (other than by reason of the circumstances
referred to in the second following sentence of this definition), then such
rating agency shall be deemed to have established a rating in Category 4; (ii)
if the ratings established or deemed to have been established by Moody's and S&P
for the Index Debt shall fall within different Categories, the Applicable Spread
shall be based on the lower of the ratings; and (iii) if the ratings established
or deemed to have been established by Moody's and S&P for the Index Debt shall
be changed (other than as a result of a change in the rating system of Moody's
or S&P), such change shall be effective as of the date on which it is first
announced by the applicable rating agency. Each change in the Applicable Spread
shall apply during the period commencing on the effective date of such change
and ending on the date immediately preceding the effective date of the next such
change. If the rating system of Moody's or S&P shall change, or if either such
rating agency shall cease to be in the business of rating corporate debt
obligations, the Borrower and the Lenders shall negotiate in good faith to amend
this definition to reflect such changed rating system or the unavailability of
ratings from such rating agency and, pending the effectiveness of any such
amendment, the Applicable Spread shall be determined by reference to the rating
most recently in effect prior to such change or cessation.

            "Assessment Rate" shall mean, at any date as of which any
determination thereof is being or to be made and with respect to any CD Loan and
the applicable Interest Period in respect of which any determination thereof is
being or to be made, the aggregate of the net annual assessment rates or similar
fees or charges (expressed on a per annum percentage basis, rounded upward, if
necessary, to the nearest 1/1000th of 1%), if any, paid by the Lender making
such Loan on its Dollar time deposits in the United States of America insured by
the Federal Deposit Insurance Corporation (or any successor agency) or any other
Governmental Body which has general jurisdiction over such Lender; such rates,
fees or charges, if any, shall be determined by annualizing the then most recent
assessment rates or similar fees or charges levied on such Lender by said
Corporation or other Governmental Body with respect to such Dollar time deposits
evidenced by certificates of deposit or equivalent instruments in amounts and
for periods substantially equal to the applicable Interest Period.

            "Attributable Debt" means, with respect to any Sale-Leaseback
Transaction, the present value (discounted at a rate equal to the prevailing
yield at the date such Sale-Leaseback Transaction is entered into on United
States Treasury obligations having a maturity substantially equal to the term of
the lease included in such Sale-Leaseback Transaction plus 3% per annum) of the
total obligations of the lessee for rental payments (other than amounts required
to be paid on account of taxes, maintenance, repairs, insurance, assessments,
utilities, operating and labor costs and other items which do not constitute
payments for property rights or amounts related to contingent rents (such as
those based on sales)) 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 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

                                                                               4

upon which it may be so terminated) or the Attributable Debt determined assuming
no such termination.

            "Authorized Officer" shall mean (i) any of the Chairman of the
Board, any Vice Chairman of the Board, any President, any Executive Vice
President, any Senior Vice President, any Vice President and the Treasurer of
the Borrower, and (ii) in respect of all matters relating to this Agreement
other than the execution and delivery of this Agreement, the Secretary, any
Assistant Treasurer or any Assistant Secretary of the Borrower and any other
person designated in writing by any officer specified in clause (i) above as
duly authorized to act on behalf of the Borrower hereunder.

            "Board" shall mean the Board of Governors of the Federal Reserve
System of the United States.

            "Borrowing" shall mean a group of Loans of a single Type made by the
Lenders (or, in the case of a Competitive Borrowing, by the Lender or Lenders
whose Competitive Bids have been accepted pursuant to Section 2.03) on a single
date and as to which a single Interest Period is in effect.

            "Business Day" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which banks are
open for business in New York City; provided, however, that, when used in
connection with a Eurodollar Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in Dollar deposits in the
London interbank market.

            "CD Borrowing" shall mean a Borrowing comprised of CD Loans.

            "CD Loan" shall mean any Standard Loan bearing interest at a rate
determined by reference to the Adjusted CD Rate in accordance with the
provisions of Article II.

            "CD Rate" shall mean with respect to any CD Borrowing for any
Interest Period, the rate of interest (expressed as an annual rate) equal to the
rate specified in respect of certificates of deposit or similar instruments
having a maturity which is equal or substantially equal to such Interest Period,
which rate appears on the display designated as page "FEDM" on the Reuter System
(or on such other display on the Reuter System as shall then display rates for
the purchase at face value of certificates of deposit or equivalent instruments)
at 10:00 a.m., New York City time, on the first day of such Interest Period;
provided, that if no rates can be obtained from page "FEDM" of the Reuter System
(or such other display), CD Rate shall be equal to the rate set forth under the
caption "Certificates of Deposit" in the daily statistical release published by
the Federal Reserve Bank of New York entitled "Composite 3:30 p.m. Quotations
for U.S. Government Securities", or any successor publication (the "Composite
Quotations"), for the first day of such Interest Period in respect of
certificates of deposit having a maturity substantially equal to such Interest
Period; provided, further, that if no rates are available from the Reuter System
or the Composite Quotations, or the Agent or the Borrower shall in good faith
reasonably determine (and promptly give notice to the other party of such
determination) that the CD Rate in respect of such Interest Period determined as
aforesaid is materially higher (as reasonably determined by the Borrower) or
lower (as reasonably determined by the Agent) than the prevailing rate of
interest the Agent is required to pay to acquire funds evidenced by
non-negotiable certificates of deposit in amounts of

                                                                               5

$1,000,000 or more for a period substantially equal to such Interest Period,
then, in any such event, CD Rate shall mean, with respect to such Interest
Period and to the applicable CD Borrowing, the arithmetic average (expressed as
a percentage rounded upward, if necessary, to the nearest 1/1000th of 1%) of the
offered rates (each expressed as a per annum rate) offered by leading New York
City dealers in negotiable certificates of deposit at 10:30 a.m., New York City
time, on the first day of such Interest Period for the purchase at face value
from the Agent of negotiable certificates of deposit or equivalent instruments
in amounts of $1,000,000 or more for the period of, or for a period comparable
or substantially equal to, such Interest Period.

            "CD Reserve Requirement" shall mean, at any date as of which any
determination thereof is being or to be made and with respect to any CD Loan and
the applicable Interest Period in respect of which any determination thereof is
being or to be made, the amount (expressed as a decimal, rounded upward, if
necessary, to six decimal places) equal to the sum of (i) the aggregate of all
reserve requirements (including, without duplication, all basic, supplemental,
marginal and other reserves) in effect on such date (as established under
Regulation D of the Board, or any other regulation of the Board which prescribes
reserve requirements applicable to Dollar non-personal time deposits then in
effect and applicable to the Lender making such Loan), on Dollar non-personal
time deposits in the United States of the type used as a reference in
determining the CD Rate and having a maturity equal or comparable to the
applicable Interest Period, as and to the extent that such Lender is subject to
such requirements, and (ii) the aggregate of all reserve or similar requirements
of any other Governmental Body having jurisdiction over such Lender in respect
of such Dollar non-personal time deposits in the United States having a maturity
equal or comparable to the applicable Interest Period.

            "Closing Date" shall mean August 13, 2002.

            "Code" shall mean the Internal Revenue Code of 1986, as the same may
be amended from time to time.

            "Commitment" shall mean, with respect to each Lender, the commitment
of such Lender hereunder as set forth in Schedule 2.01 hereto, as such Lender's
Commitment may be permanently terminated or reduced from time to time pursuant
to Section 2.11. Schedule 2.01 will be deemed to have been appropriately amended
to reflect any addition of a Commitment pursuant to Section 2.11(e), assignment
pursuant to Section 9.03 or termination or reduction of any Commitment.

            "Commitment Termination Date" shall mean August 12, 2003, or any
later date to which the Commitment Termination Date shall have been extended
pursuant to Section 2.11(c).

            "Competitive Bid" shall mean an offer by a Lender to make a
Competitive Loan pursuant to Section 2.03.

            "Competitive Bid Accept/Reject Letter" shall mean a notification
made by the Borrower pursuant to Section 2.03(d) in the form of Exhibit A-4.

            "Competitive Bid Rate" shall mean, as to any Competitive Bid made by
a Lender pursuant to Section 2.03(b), (i) in the case of a Eurodollar Loan, the
Margin, and

                                                                               6

(ii) in the case of a Fixed Rate Loan, the fixed rate of interest offered by the
Lender making such Competitive Bid.

            "Competitive Bid Request" shall mean a request made pursuant to
Section 2.03 in the form of Exhibit A-1.

            "Competitive Borrowing" shall mean a borrowing consisting of a
Competitive Loan or concurrent Competitive Loans from the Lender or Lenders
whose Competitive Bids for such Borrowing have been accepted by the Borrower
under the bidding procedure described in Section 2.03.

            "Competitive Loan" shall mean a Loan from a Lender to the Borrower
pursuant to the bidding procedure described in Section 2.03. Each Competitive
Loan shall be a Eurodollar Competitive Loan or a Fixed Rate Loan.

            "Consolidated" shall refer to the consolidation of the accounts of
the Borrower and the Subsidiaries in accordance with generally accepted
accounting principles, including principles of consolidation.

            "Consolidated Debt" shall mean, as at the date as of which any
determination thereof is being or to be made, Debt of the Borrower and the
Subsidiaries, without duplication, determined on a Consolidated basis in
accordance with generally accepted accounting principles.

            "Consolidated Financial Statements of the Borrower" shall mean the
Consolidated balance sheet of the Borrower and Subsidiaries as at December 31,
2001 and 2000 and the Consolidated statements of income, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
2001, and the Notes to Financial Statements in respect thereof, together with
the Report of PricewaterhouseCoopers LLP, independent accountants, in respect
thereof, all as set forth at pages 52 through 80, inclusive, of the Annual
Report on Form 10-K for the Borrower for the year ended December 31, 2001, a
copy of which has heretofore been delivered to each of the Lenders.

            "Consolidated Interest Expense" shall mean, with respect to any
Annual Period in respect of which a determination thereof is being or to be
made, without duplication and excluding intercorporate transactions among the
Borrower and the Subsidiaries, the sum of (i) Consolidated interest accrued in
respect of all Consolidated Debt of the Borrower and the Subsidiaries during
such Annual Period, whether or not paid and whether expensed or capitalized,
calculated and determined after giving effect, as and to the extent permitted by
generally accepted accounting principles, to any amounts paid or received by the
Borrower or the Subsidiaries under interest rate exchange and similar agreements
and arrangements which are intended to hedge or limit interest rates and
expenses, plus (ii) amortization of debt expense and discount or premium
relating to any such Debt (including and giving effect to any similar amounts
paid or received by the Borrower and the Subsidiaries under any such interest
rate exchange or similar agreement or arrangement) during such period, whether
or not paid and whether expensed or capitalized, plus (iii) the portion of
rental expense payable during such period pursuant to all capital lease
obligations (which are recorded as Debt) representing imputed interest recorded
in accordance with generally accepted accounting principles.

                                                                               7

            "Consolidated Net Worth" shall mean, as at the end of any fiscal
quarter in respect of which a determination thereof is being or to be made, the
Consolidated stated capital, surplus and retained earnings of the Borrower and
the Subsidiaries, before (i) foreign currency translation adjustment and (ii)
the effect (on such retained earnings) of the recognition of the one time charge
for the "transition obligation" of the Borrower and the Subsidiaries upon the
Borrower's adoption of, and under and in accordance with the applicable
provisions of, Statement of Financial Accounting Standards No. 106, "Employers'
Accounting for Postretirement Benefits other than Pensions" in 1992.

            "Consolidated Operating Income" shall mean, with respect to any
Annual Period in respect of which a determination thereof is being or to be
made, the Consolidated net sales of the Borrower and the Subsidiaries for such
Annual Period, plus other income, depreciation and amortization, minus cost of
goods sold and selling, administrative and general expense properly attributable
to continuing operations of the Borrower and the Subsidiaries for such Annual
Period.

            "Debt" shall mean and shall include, as at the date as of which any
determination thereof is being or is to be made and in respect of any Person,
without duplication and excluding in the case of the Borrower and the
Subsidiaries intercorporate debt and other intercorporate obligations solely
among the Borrower and the Subsidiaries, all (i) indebtedness of such Person for
borrowed money, (ii) obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (iii) obligations of such Person to pay the
deferred purchase price of property or services under conditional sales or other
similar agreements which provide for the deferral of the payment of the purchase
price for a period in excess of one year following the date of such Person's
receipt and acceptance of the complete delivery of such property and/or
services, (iv) obligations of such Person as lessee under leases which
obligations are, in accordance with generally accepted accounting principles,
recorded as capital lease obligations, and (v) obligations of such Person under
direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) of such Person to purchase or otherwise acquire, indebtedness or
obligations of others of the kinds referred to in clauses (i) through (iv)
above. Whenever any determination of the amount of Debt (or of Consolidated Debt
or Funded Debt) is required or permitted to be, or is otherwise being or to be,
made for any purpose under this Agreement, the amount of any such Debt
denominated in any currency other than Dollars shall be calculated at the Dollar
Equivalent of such Debt as at the date as of which such determination of the
amount of Debt is being or to be made, except that, if all or any portion of the
principal amount of any such Debt which is payable in a currency other than
Dollars is hedged into Dollars, the principal amount of such hedged Debt, or the
hedged portion thereof, shall be deemed to be equal to the amount of Dollars
specified in, or determined pursuant to, the applicable hedging contract.

            "Dollar Equivalent" shall mean, in respect of any amount of any
currency, and as at the date and time as of which any determination thereof is
being or to be made, that number of Dollars into which such amount of currency
may be converted on such date, which shall be equal to the product of (a) the
principal amount of such currency (expressed in standard units of such currency)
multiplied by (b) the prevailing spot rate for exchanging such currency into
Dollars as quoted on page "Spot" of the Reuter System as at such date and time
as of which the determination of Dollar Equivalent is being or to be made, or,
if no rate is quoted in respect of such currency on the Reuter System display
designated page "Spot" as at such date and time, the prevailing spot rate for
exchanging

                                                                               8

such currency into Dollars in the New York City foreign currency exchange market
(or, if a more substantial and liquid market for the exchange of such currency,
the London currency exchange market or the currency exchange market in the
principal financial center of such currency) as at such date and time.

            "Dollars" or "$" shall mean lawful money of the United States of
America.

            "Domestic Subsidiary" shall mean any Subsidiary incorporated or
organized in, or engaged (directly or through its subsidiaries) primarily in
business in, the United States of America, any state, territory or possession
thereof or the District of Columbia.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time, and the regulations
promulgated and the rulings issued thereunder.

            "ERISA Liabilities" shall mean, as at the date as of which any
determination in respect thereof is being or to be made, the minimum liability
with respect to Plans which would be required to be reflected at such time as a
liability on the Consolidated balance sheet of the Borrower and the Subsidiaries
under paragraphs 36 and 70 of Statement of Financial Accounting Standards No. 87
as such statement may from time to time be amended, modified or supplemented, or
under any successor statement issued in replacement thereof.

            "Eurodollar Borrowing" shall mean a Borrowing comprised of
Eurodollar Loans.

            "Eurodollar Competitive Loan" shall mean any Competitive Loan
bearing interest at a rate determined by reference to the LIBO Rate in
accordance with the provisions of Article II.

            "Eurodollar Loan" shall mean any Eurodollar Competitive Loan or
Eurodollar Standard Loan.

            "Eurodollar Reserve Requirement" shall mean, at any date as of which
any determination thereof is being or to be made and with respect to any
Eurodollar Loan and the applicable Interest Period in respect of which any
determination thereof is being or to be made, the amount (expressed as a
decimal, rounded upward, if necessary, to six decimal places) of the applicable
statutory reserve or similar requirements (including, without duplication, all
basic, supplemental, marginal, emergency, special and other reserves), if any,
on Eurodollar deposits applicable to and imposed upon the applicable Lender from
time to time under regulations issued from time to time by the Board (or any
successor) for determining the minimum reserve requirement (including, without
limitation, any such reserve requirements under Regulation D of the Board and
any emergency, supplemental or other marginal reserve requirements), or by any
other Governmental Body having jurisdiction over such Lender, applicable to such
Lender with respect to liabilities or assets consisting of or including
Eurocurrency liabilities (as defined in Regulation D of the Board, as in effect
from time to time) having a term substantially equal to such Interest Period.

                                                                               9

            "Eurodollar Standard Loan" shall mean any Standard Loan bearing
interest at a rate determined by reference to the LIBO Rate in accordance with
the provisions of Article II.

            "Event of Default" shall have the meaning assigned to such term in
Article VII.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and any successor Federal statute.

            "Excluded Taxes" shall mean, with respect to any Lender, (a) income
or franchise taxes imposed on (or measured by) its net income by the United
States of America (or any political subdivision thereof), or by the jurisdiction
under which such Lender is organized or in which its principal office or any
lending office from which it makes Loans hereunder is located, (b) any branch
profit taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above, (c) any withholding tax
that is imposed by the United States of America (or any political subdivision
thereof) on payments to such Lender by the Borrower from an office within such
jurisdiction to the extent such tax is in effect and would apply as of the date
such Lender becomes a party to this Agreement or relates to payments received by
a new lending office designated by such Lender and is in effect and would apply
at the time such lending office is designated or (e) any withholding tax that is
attributable to such Lender's failure to comply with Section 2.17(e), except, in
the case of clause (c) above, to the extent that (i) such 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 the Borrower with
respect to such withholding tax pursuant to Section 2.17(a) or (ii) such
withholding tax shall have resulted from the making of any payment to a location
other than the office designated by the Agent for the receipt of payments of the
applicable type from the Borrower.

            "Facility Fee" shall have the meaning assigned to such term in
Section 2.06(a).

            "Facility Fee Percentage" shall mean, for any day, the applicable
rate per annum set forth below under the caption "Facility Fee Percentage",
based upon the ratings by S&P and Moody's, respectively, applicable on such day
to the Index Debt:



================================================================================
                           RATINGS                     FACILITY FEE PERCENTAGE
                       (S&P MOODY'S)                 (BASIS POINTS PER ANNUM)
- --------------------------------------------------------------------------------
                                                
Category 1         BBB/Baa2 or higher                          15.0
- --------------------------------------------------------------------------------
Category 2         BBB-/Baa3                                   20.0
- --------------------------------------------------------------------------------
Category 3         BB+/Ba1                                     25.0
- --------------------------------------------------------------------------------
Category 4         lower than BB+/Ba1 or unrated               35.0
================================================================================


For purposes of the foregoing, (i) if either Moody's or S&P shall not have in
effect a rating for the Index Debt (other than by reason of the circumstances
referred to in the second following sentence of this definition), then such
rating agency shall be deemed to

                                                                              10

have established a rating in Category 4; (ii) if the ratings established or
deemed to have been established by Moody's and S&P for the Index Debt shall fall
within different Categories, the Facility Fee Percentage shall be based on the
lower of the ratings; and (iii) if the ratings established or deemed to have
been established by Moody's and S&P for the Index Debt shall be changed (other
than as a result of a change in the rating system of Moody's or S&P), such
change shall be effective as of the date on which it is first announced by the
applicable rating agency. Each change in the Facility Fee Percentage shall apply
during the period commencing on the effective date of such change and ending on
the date immediately preceding the effective date of the next such change. If
the rating system of Moody's or S&P shall change, or if either such rating
agency shall cease to be in the business of rating corporate debt obligations,
the Borrower and the Lenders shall negotiate in good faith to amend this
definition to reflect such changed rating system or the unavailability of
ratings from such rating agency and, pending the effectiveness of any such
amendment, the Facility Fee Percentage shall be determined by reference to the
rating most recently in effect prior to such change or cessation.

            "Fees" shall mean the Facility Fee, the Utilization Fee and the
Administrative Fees.

            "Fixed Rate" shall mean with respect to any Fixed Rate Borrowing
(other than a Eurodollar Competitive Loan), the fixed rate of interest per annum
specified by the Lender making such Competitive Loan in its related Competitive
Bid.

            "Five-Year Amendment and Restatement" shall mean an amendment and
restatement dated as of the date hereof to the Borrower's Amended and Restated
Five-Year Revolving Credit Agreement, dated as of August 14, 2001, as amended,
substantially in the form attached hereto as Exhibit F.

            "Fixed Rate Borrowing" shall mean a Borrowing comprised of Fixed
Rate Loans.

            "Fixed Rate Loan" shall mean any Competitive Loan bearing interest
at a fixed percentage rate per annum (expressed in the form of a decimal to no
more than four decimal places) specified by the Lender making such Loan in its
Competitive Bid.

            "Funded Debt" shall mean and include, as at any date as of which any
determination thereof is being or to be made, any Debt of the Borrower which by
its terms (i) matures more than one year after the date on which it was issued,
incurred, assumed or guaranteed by the Borrower, or (ii) matures one year or
less after the date it was issued, incurred, guaranteed or assumed which at such
date may be renewed at the sole election or option of the Borrower so as to
mature more than one year after such date.

            "Governmental Body" shall mean the United States of America, any
State thereof, any other country or any political subdivision of such other
country, or any department, agency, commission, board, bureau or instrumentality
of the United States of America, any State thereof, any other country or
political subdivision of such other country or any subdivision of any of them,
and, to the extent the term is used in respect of the Agent or any Lender, any
quasi-governmental body, agency or authority (including any central bank)
exercising regulatory authority over the Agent or any Lender pursuant to
applicable law in respect of the transactions contemplated by this Agreement.

                                                                              11

            "Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

            "Index Debt" shall mean the Borrower's senior, unsecured,
non-credit-enhanced long-term Debt for borrowed money.

            "Information Memorandum" means the Confidential Information
Memorandum dated July 2002 relating to the Borrower and this Agreement.

            "Interest Payment Date" shall mean, with respect to any Loan, the
last day of the Interest Period applicable thereto and the Maturity Date and, in
the case of a Eurodollar Loan or a CD Loan with an Interest Period of more than
three months' duration or a Fixed Rate Loan with an Interest Period of more than
90 days' duration, each day that would have been an Interest Payment Date for
such Loan had successive Interest Periods of three months' duration or 90 days'
duration, as the case may be, been applicable to such Loan and, in addition, the
date of any refinancing or conversion of such Loan with or to a Loan of a
different Type; provided that with respect to any ABR Loan, Interest Payment
Date shall mean the last day of each fiscal quarter.

            "Interest Period" shall mean (a) as to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing or on the last day of the
immediately preceding Interest Period applicable to such Borrowing, as the case
may be, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1,
2, 3, 6 or 12 months thereafter (or, in the case of a Eurodollar Competitive
Borrowing, on any day that is 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 or 12 months
thereafter), as the Borrower may elect, (b) as to any CD Borrowing, a period of
30, 90 or 180 days' duration, as the Borrower may elect, commencing on the date
of such Borrowing or on the last day of the immediately preceding Interest
Period applicable to such Borrowing, as the case may be, (c) as to any ABR
Borrowing, the period commencing on the date of such Borrowing and ending on the
date 90 days thereafter or, if earlier, on the Maturity Date or the date of
prepayment of such Borrowing and (d) as to any Fixed Rate Borrowing, the period
commencing on the date of such Borrowing and ending on the date specified in the
Competitive Bids in which the offers to make the Fixed Rate Loans comprising
such Borrowing were extended, which shall not be earlier than seven days after
the date of such Borrowing or later than the Maturity Date; provided, however,
that 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, in
the case of Eurodollar Loans only, 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. Interest shall accrue from and including the first
day of an Interest Period to but excluding the last day of such Interest Period.

            "Leverage Ratio" shall mean, as at the end of any fiscal quarter in
respect of which a determination thereof is being or to be made, the quotient
(expressed as a percentage) of (a) the sum of (i) "notes payable to banks and
overdrafts", plus (ii) "long term debt due within one year", plus (iii) "long
term debt and capital leases" (as each such item is reported on the Consolidated
balance sheet of the Borrower and the Subsidiaries as at the end of such fiscal
quarter), plus (iv) the net proceeds from the sale of domestic accounts
receivable outstanding at the end of such fiscal quarter (determined in a manner
consistent with that used in preparing the Borrower's 2001 Annual Report on Form
10-K), divided by (b) the sum of (i) Consolidated Net Worth (without giving
effect to the exclusion contained in clause (ii) of the definition of the term
"Consolidated Net Worth"

                                                                              12

and without giving effect to the $499.3 million after-tax writedown of the
Borrower's Oil Transportation Segment Assets in December of 1996), plus (ii) the
sum obtained pursuant to clause (a) above.

            "LIBO Rate" shall mean, with respect to any Interest Period relating
to a Eurodollar Loan, the rate of interest (expressed as an annual rate) equal
to the British Bankers Association (the "BBA") interest settlement rate for
United States Dollars (the "BBA Interest Settlement Rate for USD") for a period
substantially equal to such Interest Period as quoted at page 3750 of the
Telerate Service ("Telerate 3750"), or at such page or display as may replace
Telerate 3750 or on such other service as may be nominated by the BBA as the
information vendor for the purpose of displaying the BBA Interest Settlement
Rate for USD ("BBA Interest Settlement Rate Screen"), for delivery on the first
day of such Interest Period, such rate to be established from the quote on
Telerate 3750 at 11:00 a.m. (or as near as practicable thereto), London time,
two Business Days prior to the first day of such Interest Period (which shall be
a Business Day); provided, that, if no rate for the relevant Interest Period is
quoted on Telerate 3750, or any successor or substitute BBA Interest Settlement
Rate Screen, then the LIBO Rate shall be the rate of interest equal to the
arithmetic average (expressed as a percentage rounded upward, if necessary, to
the nearest 1/1000th of 1%) of the rates (expressed as annual rates) at which
deposits in Dollars in amounts of $5,000,000 or more for a period substantially
equal to such Interest Period are offered by the LIBOR Reference Banks to prime
banks in the London interbank market for delivery on the first day of such
Interest Period, such rates to be established from quotes obtained at (or as
near as practicable to) 12:00 noon (London time) two Business Days prior to the
first day of such Interest Period (which shall be a Business Day); provided
further, that, if with respect to any such Interest Period fewer than two LIBOR
Reference Banks are offering quotations, then the LIBO Rate shall be equal to
the arithmetic average (rounded upward, if necessary, to the nearest 1/1000th of
1%) of the rates (expressed as annual rates) at which the Reference Banks are
offered deposits in Dollars in New York in amounts of $5,000,000 or more for
delivery on the first day of such Interest Period for a period substantially
equal to the Interest Period by leading banks in the New York interbank market
as of 11:00 a.m. (New York time) on the first day of such Interest Period (which
shall be a business day). As used herein, the term "LIBOR Reference Banks" shall
mean JPMorgan Chase Bank, BNP Paribas, London, and Credit Suisse, London,
Limited, and the term "Reference Banks" shall mean Bank of America, N.A.,
Citibank, N.A., and Commerzbank Aktiengesellschaft.

            "Lien" shall mean, with respect to any asset, (a) any mortgage, deed
of trust, lien, pledge, encumbrance, charge or security interest in or on such
asset or (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset.

            "Loan" shall mean a Competitive Loan or a Standard Loan, whether
made as a Eurodollar Loan, a CD Loan, an ABR Loan or a Fixed Rate Loan, as
permitted hereby.

            "Majority Lenders" shall mean, at any time, Lenders having
Commitments representing at least a majority of the Total Commitment.

            "Manufacturing Facility" shall mean any plant, other facility or
equipment owned by the Borrower or a Subsidiary which is used primarily to
manufacture automotive or other products, but shall not include (i) retread
plants, facilities or

                                                                              13

equipment, (ii) plants, facilities or equipment which, in the opinion of the
Board of Directors of the Borrower, are not of material importance to the total
business conducted by the Borrower and the Subsidiaries, or (iii) plants,
facilities or equipment which, in the opinion of the Board of Directors of the
Borrower, are used primarily for transportation, marketing or warehousing.

            "Margin" shall mean, as to any Eurodollar Competitive Loan, the
margin (expressed as a percentage rate per annum in the form of a decimal to no
more than four decimal places) to be added to or subtracted from the LIBO Rate
in order to determine the interest rate applicable to such Loan, as specified in
the Competitive Bid relating to such Loan.

            "Maturity Date" means the Commitment Termination Date or any later
date to which the Maturity Date shall have been extended pursuant to Section
2.11(d).

            "Moody's" shall mean Moody's Investors Service, Inc., and its
successors.

            "Net Income" shall mean, with respect to any period in respect of
which a determination is being made or to be made, consolidated net income of
the Borrower and the Subsidiaries for such period determined in accordance with
generally accepted accounting principles in the United States, as in effect on
the Closing Date.

            "Person" shall mean any natural person, corporation, business trust,
joint venture, association, company, partnership or Governmental Body.

            "Plan" shall mean an employee benefit plan, other than a
Multiemployer Plan (as defined in Section 4001(a)(3) of ERISA), which (i) is
(or, in the event that any such plan has been terminated within five years of a
transaction described in Section 4069 of ERISA, was) maintained for employees of
the Borrower (or any trade or business which would be considered as under common
control with the Borrower within the meaning of Section 4001(b) of ERISA) and
subject to Title IV of ERISA, and (ii) has assets having an aggregate market
value in excess of $100,000,000.

            "Required Lenders" shall mean, at any time, Lenders having
Commitments representing at least two-thirds of the Total Commitment or, after
the Commitments have terminated or for purposes of acceleration pursuant to
clause (ii) of Article VII, Lenders holding Loans representing at least
two-thirds of the aggregate principal amount of the Loans outstanding.

            "Reuter System" shall mean the Reuter Monitor Money Rates Service.

            "Sale-Leaseback Transaction" means any arrangement whereby the
Borrower or a Domestic Subsidiary shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
sold or transferred.

            "Schedule of Compliance" shall mean a Schedule of Compliance,
substantially in the form of Exhibit C, prepared by the Borrower and delivered
to the Lenders pursuant to subsection (c) of Article V.

                                                                              14

            "S&P" shall mean Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., and its successors.

            "Standard Borrowing" shall mean a borrowing consisting of
simultaneous Standard Loans from each of the Lenders.

            "Standard Borrowing Request" shall mean a request made pursuant to
Section 2.04 in the form of Exhibit A-5.

            "Standard Loans" shall mean the revolving loans made by the Lenders
to the Borrower pursuant to Sections 2.01and 2.04. Each Standard Loan shall be a
Eurodollar Standard Loan, a CD Loan or an ABR Loan.

            "Subsidiary" shall mean any corporation, partnership, limited
liability company, joint venture, trust or estate of which (or in which) more
than 50% of

            (i) the outstanding capital stock having ordinary voting power to
      elect a majority of the board of directors of such corporation
      (irrespective of whether or not at the time capital stock of any other
      class or classes of such corporation shall or might have voting power upon
      the occurrence of any contingency),

            (ii) the interest in the capital or profits of such partnership,
      limited liability company or joint venture, or

            (iii) the beneficial interest of such trust or estate,

is at the time directly or indirectly owned by the Borrower, by the Borrower and
one or more other Subsidiaries, or by one or more other Subsidiaries.

            "Supplemental Amount" shall mean, as at the end of any fiscal
quarter of the Borrower in respect of which a determination thereof is being or
to be made, the Dollar amount (if a positive number), if any, which is equal to
the product of (x) the remainder obtained by subtracting the Consolidated Net
Worth of Borrower at June 30, 2002 from the Consolidated Net Worth of Borrower
as at the end of such fiscal quarter, multiplied by (y) .50.

            "Taxes" shall mean any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Body.

            "Term Loan Agreement" shall mean the Borrower's Three-Year Term Loan
Agreement, dated as of March 30, 2001, as amended and as further amended as of
the date hereof.

            "Term Loan Agreement Amendment" shall mean an amendment dated as of
the date hereof to the Term Loan Agreement, substantially in the form attached
as Exhibit G.

            "Total Commitment" shall mean at any time the aggregate amount of
the Lenders' Commitments, as in effect at such time.

                                                                              15

            "Type", when used in respect of any Loan or Borrowing, shall refer
to the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, "Rate" shall
include the LIBO Rate, the CD Rate, the Alternate Base Rate and the Fixed Rate.

            "Utilization Fee" shall have the meaning assigned to such term in
Section 2.06(b).

            SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both 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".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with generally accepted accounting principles in the
United States, as in effect on the Closing Date.

ARTICLE II. THE CREDITS

            SECTION 2.01. Commitments. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly, to make Standard Loans to the Borrower, at
any time and from time to time on and after the date hereof and until (and
including) the Commitment Termination Date or the date of any earlier
termination of the Commitment of such Lender, in an aggregate principal amount
at any time outstanding not to exceed such Lender's Commitment minus the amount
by which the Competitive Loans outstanding at such time shall be deemed to have
used such Commitment pursuant to Section 2.15, subject, however, to the
conditions that (a) at no time shall (i) the sum of (x) the outstanding
aggregate principal amount of all Standard Loans made by all Lenders plus (y)
the outstanding aggregate principal amount of all Competitive Loans made by all
Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding
aggregate principal amount of all Standard Loans made by each Lender shall equal
the product of (i) the percentage which its Commitment represents of the Total
Commitment times (ii) the outstanding aggregate principal amount of all Standard
Loans made pursuant to Section 2.04. Each Lender's Commitment is set forth
opposite its respective name in Schedule 2.01. Such Commitments may be
terminated, reduced or extended from time to time pursuant to Section 2.12.

            Within the foregoing limits, the Borrower may borrow, pay or prepay
and reborrow hereunder, on and after the Closing Date and prior to the
Commitment Termination Date, subject to the terms, conditions and limitations
set forth herein.

            SECTION 2.02. Loans. (a) Each Standard Loan shall be made as part of
a Borrowing consisting of Loans made by the Lenders ratably in accordance with
their Commitments; provided, however, that the failure of any Lender to make any
Standard Loan shall not in itself relieve any other Lender of its obligation to
lend hereunder (it being understood, however, that no Lender shall be
responsible for the failure of any other Lender to make any Loan required to be
made by such other Lender). Each

                                                                              16

Competitive Loan shall be made in accordance with the procedures set forth in
Section 2.03. The Standard Loans or Competitive Loans comprising any Borrowing
shall be in an aggregate principal amount which is an integral multiple of
$1,000,000 and not less than $25,000,000 in the case of Standard Loans and
$5,000,000 in the case of Competitive Loans (or an aggregate principal amount
equal to the remaining balance of the available Total Commitment).

            (b) Each Competitive Borrowing shall be comprised entirely of
Eurodollar Competitive Loans or Fixed Rate Loans, and each Standard Borrowing
shall be comprised entirely of Eurodollar Standard Loans, CD Loans or ABR Loans,
as the Borrower may request pursuant to Section 2.03 or 2.04, as applicable.
Borrowings of more than one Type or of the same Type and having different
Interest Periods may be outstanding at the same time. For purposes of the
foregoing, Loans of different Types and Loans having different Interest Periods,
regardless of whether they commence on the same date, shall be considered
separate Loans and separate Borrowings.

            (c) Subject to Section 2.05, each Lender shall make each Loan
to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds to the Agent in New York, New York, not later than
11:30 a.m., New York City time, and the Agent shall transfer the entire amount
received to the Borrower in Dollars in immediately available funds at the bank
and to the account designated by the Borrower as promptly as practicable and in
any event by such a time that such funds will be available for retransfer,
investment or other use by the Borrower on the borrowing date or, if a Borrowing
shall not occur on such date because any condition precedent herein specified
shall not have been met, return the amounts so received to the respective
Lenders. Competitive Loans shall be made by the Lender or Lenders whose
Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts
so accepted and Standard Loans shall be made by the Lenders pro rata in
accordance with Section 2.15. Unless the Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Agent such Lender's portion of such Borrowing, the Agent may
assume that such Lender has made such portion available to the Agent on the date
of such Borrowing in accordance with this paragraph (c) and the Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have made
such portion available to the Agent, such Lender and the Borrower severally
agree to repay to the Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to the Borrower until the date such amount is repaid to the Agent at
the Federal Funds Effective Rate; provided that if such Lender does not pay such
principal amount to the Agent within five Business Days and the Borrower repays
such principal amount on the sixth Business Day, such Lender shall be
responsible for interest during such six Business Day period, provided that the
Agent, if it shall first have made demand on such Lender and shall not have
received payment, may recover such interest from the Borrower. If such Lender
shall pay to the Agent such corresponding amount within five Business Days, such
amount shall constitute such Lender's Loan as part of such Borrowing for
purposes of this Agreement.

            (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request any Borrowing if the Interest Period
requested with respect thereto would end after the Maturity Date.

                                                                              17

            SECTION 2.03. Competitive Bid Procedure. (a) In order to request
Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a
duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to
be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing,
not later than 10:00 a.m., New York City time, four Business Days before a
proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing,
not later than 10:00 a.m., New York City time, one Business Day before a
proposed Competitive Borrowing. No CD Loan or ABR Loan shall be requested in, or
made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does
not conform substantially to the format of Exhibit A-1 may be rejected in the
Agent's sole discretion, and the Agent shall promptly notify the Borrower of
such rejection by telecopier. Such request shall in each case refer to this
Agreement and specify (x) whether the Borrowing then being requested is to be a
Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing
(which shall be a Business Day) and the aggregate principal amount thereof which
shall be in a minimum principal amount of $25,000,000 and in an integral
multiple of $1,000,000, and (z) the Interest Period with respect thereto (which
may not end after the Maturity Date). Promptly after its receipt of a
Competitive Bid Request that is not rejected as aforesaid, the Agent shall
invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders
to bid, on the terms and conditions of this Agreement, to make Competitive Loans
pursuant to the Competitive Bid Request.

            (b) Each Lender may, in its sole discretion, make one or more
Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each
Competitive Bid by a Lender must be received by the Agent via telecopier, in the
form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive
Borrowing, not later than 9:30 a.m., New York City time, three Business Days
before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate
Borrowing, not later than 9:30 a.m., New York City time, on the day of a
proposed Competitive Borrowing. Multiple bids will be accepted by the Agent.
Competitive Bids that do not conform substantially to the format of Exhibit A-3
may be rejected by the Agent after conferring with, and upon the instruction of,
the Borrower, and the Agent shall notify the Lender making such nonconforming
bid of such rejection as soon as practicable. Each Competitive Bid shall refer
to this Agreement and specify (x) the principal amount (which shall be in a
minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000
and which may equal the entire principal amount of the Competitive Borrowing
requested by the Borrower) of the Competitive Loan or Loans that the Lender is
willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which
the Lender is prepared to make the Competitive Loan or Loans and (z) the
Interest Period and the last day thereof. If any Lender shall elect not to make
a Competitive Bid, such Lender shall so notify the Agent via telecopier (I) in
the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York
City time, three Business Days before a proposed Competitive Borrowing, and (II)
in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time,
on the day of a proposed Competitive Borrowing; provided, however, that failure
by any Lender to give such notice shall not cause such Lender to be obligated to
make any Competitive Loan as part of such Competitive Borrowing. A Competitive
Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable.

            (c) The Agent shall promptly notify the Borrower by telecopier of
all the Competitive Bids made, the Competitive Bid Rate and the principal amount
of each Competitive Loan in respect of which a Competitive Bid was made and the
identity of the Lender that made each bid. The Agent shall send a copy of all
Competitive Bids to the

                                                                              18

Borrower for its records as soon as practicable after completion of the bidding
process set forth in this Section 2.03.

            (d) The Borrower may in its sole and absolute discretion, subject
only to the provisions of this paragraph (d), accept or reject any Competitive
Bid referred to in paragraph (c) above (and the Competitive Bids accepted need
not be in any minimum aggregate amount except as provided below in this
paragraph). The Borrower shall notify the Agent by telephone, confirmed by
telecopier in the form of a Competitive Bid Accept/Reject Letter in the format
of Exhibit A-4, whether and to what extent it has decided to accept or reject
any of or all the bids referred to in paragraph (c) above, (x) in the case of a
Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time,
three Business Days before a proposed Competitive Borrowing, and (y) in the case
of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the
day of a proposed Competitive Borrowing; provided, however, that (i) the failure
by the Borrower to give such notice shall be deemed to be a rejection of all the
bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a
bid made at a particular Competitive Bid Rate if the Borrower has decided to
reject a bid made at a lower Competitive Bid Rate, (iii) if the Borrower shall
accept a bid or bids made at a particular Competitive Bid Rate but the amount of
such bid or bids shall cause the total amount of bids to be accepted by the
Borrower to exceed the amount that the Borrower desires to borrow, then the
Borrower shall accept a portion of such bid or bids in an amount equal to the
amount that the Borrower desires to borrow less the amount of all other
Competitive Bids accepted with respect to such Competitive Bid Request, which
acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be
made pro rata in accordance with the amount of each such bid at such Competitive
Bid Rate, and (iv) except pursuant to clause (iii) above, no bid shall be
accepted for a Competitive Loan unless such Competitive Loan is in a minimum
principal amount of $5,000,000 and an integral multiple of $1,000,000; provided
further, however, that if a Competitive Loan must be in an amount less than
$5,000,000 because of the provisions of clause (iii) above, such Competitive
Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in
calculating the pro rata allocation of acceptances of portions of multiple bids
at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall
be rounded to integral multiples of $1,000,000 in a manner which shall be in the
discretion of the Borrower. The Borrower may accept Competitive Bids in an
aggregate principal amount in excess of the principal amount specified in the
relevant Competitive Bid Request. A notice given by the Borrower in the form of
a Competitive Bid Accept/Reject Letter pursuant to this paragraph (d) shall be
irrevocable.

            (e) The Agent shall promptly notify each bidding Lender whether or
not its Competitive Bid has been accepted (and if so, in what amount and at what
Competitive Bid Rate or Rates) by telecopy sent by the Agent, and each
successful bidder will thereupon become bound, subject to the other applicable
conditions hereof, to make the Competitive Loans in respect of which its
Competitive Bid has been accepted.

            (f) A Competitive Bid Request shall not be made within five Business
Days after the date of any previous Competitive Bid Request.

            (g) If the Agent shall elect to submit a Competitive Bid in its
capacity as a Lender, it shall submit such bid directly to the Borrower one
quarter of an hour earlier than the latest time at which the other Lenders are
required to submit their Competitive Bids to the Agent pursuant to paragraph (b)
above.

                                                                              19

            (h) All notices required by this Section 2.03 shall be given in
accordance with Section 9.01.

            SECTION 2.04. Standard Borrowing Procedure. In order to request a
Standard Borrowing, the Borrower shall hand deliver or telecopy to the Agent
notice thereof in the form of Exhibit A-5 (a) in the case of a Eurodollar
Standard Borrowing or a CD Borrowing, not later than 3:00 p.m., New York City
time, three Business Days before a proposed Borrowing and (b) in the case of an
ABR Borrowing, not later than 10:30 a.m., New York City time, on the day of a
proposed Borrowing. No Fixed Rate Loan shall be requested or made pursuant to a
Standard Borrowing Request. Such notice shall be irrevocable and shall in each
case specify (i) whether the Borrowing then being requested is to be a
Eurodollar Standard Borrowing, a CD Borrowing or an ABR Borrowing; (ii) the date
of such Standard Borrowing (which shall be a Business Day) and the amount
thereof; and (iii) if such Borrowing is to be a Eurodollar Standard Borrowing or
CD Borrowing, the Interest Period with respect thereto. If no Interest Period
with respect to any Eurodollar Standard Borrowing or CD Borrowing is specified
in any such notice, then the Borrower shall be deemed to have selected an
Interest Period of one month's duration, in the case of a Eurodollar Standard
Borrowing, or one month's duration, in the case of a CD Borrowing. If the
Borrower shall not have given notice in accordance with this Section 2.04 of its
election to refinance a Standard Borrowing prior to the end of the Interest
Period in effect for such Borrowing, then the Borrower shall (unless such
Borrowing is repaid at the end of such Interest Period) be deemed to have given
notice of an election to refinance such Borrowing with an ABR Borrowing and the
Agent will advise the Borrower that such notice has not been received (but shall
not be liable to the Borrower for any unintentional omission to do so). The
Agent shall promptly advise the Lenders of any notice given or deemed to have
been given pursuant to this Section 2.04 and of each Lender's portion of the
requested Borrowing.

            SECTION 2.05. Refinancings. The Borrower may refinance all or any
part of any Borrowing with a Borrowing of the same or a different Type made
pursuant to Section 2.03 or Section 2.04, subject to the conditions and
limitations set forth herein and elsewhere in this Agreement, including
refinancings of Competitive Borrowings with Standard Borrowings and Standard
Borrowings with Competitive Borrowings. Any Borrowing or part thereof so
refinanced shall be deemed to be repaid in accordance with Section 2.07 with the
proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to
the extent they do not exceed the principal amount of the Borrowing being
refinanced, shall not be paid by the Lenders to the Agent or by the Agent to the
Borrower pursuant to Section 2.02(c); provided, however, that (i) if the
principal amount extended by a Lender in a refinancing is greater than the
principal amount extended by such Lender in the Borrowing being refinanced, then
such Lender shall pay such difference to the Agent for distribution to the
Lenders described in (ii) below, (ii) if the principal amount extended by a
Lender in the Borrowing being refinanced is greater than the principal amount
being extended by such Lender in the refinancing, the Agent shall return the
difference to such Lender out of amounts received pursuant to (i) above, and
(iii) to the extent any Lender fails to pay the Agent amounts due from it
pursuant to (i) above, any Loan or portion thereof being refinanced with such
amounts shall not be deemed repaid in accordance with Section 2.07 and shall be
payable by the Borrower.

            SECTION 2.06. Fees. (a) The Borrower agrees to pay to each Lender,
through the Agent, on each March 31, June 30, September 30 and December 31, and
on the Maturity Date or on any earlier date on which the Commitment of such
Lender shall

                                                                              20

have been terminated and its outstanding Loans repaid, a facility fee (a
"Facility Fee") equal to the applicable Facility Fee Percentage per annum on the
amount of the Commitment of such Lender, whether used or unused, or, following
the Commitment Termination Date, the amount of the outstanding Loans of such
Lender, during the preceding quarter (or shorter period commencing with the date
hereof or ending with the Maturity Date or the date of such termination and
repayment). All Facility Fees shall be computed on the basis of the actual
number of days elapsed in a year of 365 or 366 days, as the case may be. The
Facility Fee due to each Lender shall commence to accrue on the date hereof and
shall cease to accrue on the Maturity Date or any earlier date on which the
Commitment of such Lender shall have terminated (but shall in any event accrue
until all Loans made by such Lender have been repaid).

            (b) The Borrower agrees to pay to each Lender, through the Agent, on
each March 31, June 30, September 30 and December 31, and on the Maturity Date
or any earlier date on which the Commitment of such Lender shall have been
terminated and its outstanding Loans repaid, a utilization fee of 0.250% per
annum (a "Utilization Fee") (i) on such Lender's pro rata portion (based on the
ratio of such Lender's Commitment to the Total Commitment) of the aggregate
principal amount of all of the outstanding Loans for each day during the
preceding quarter (or other period commencing on the date hereof or ending with
the Maturity Date or any date on which the Commitment of such Lender shall be
terminated and its outstanding Loans repaid in full) on which the sum of the
outstanding Loans, including Competitive Loans, exceeds 50% of the Total
Commitment and (ii) after the termination of such Lender's Commitment, on the
principal amount of such Lender's outstanding Loans. The Utilization Fee shall
be computed on the basis of the actual number of days elapsed in a year of 360
days. The Utilization Fee due to each Lender shall be payable in arrears and
shall commence to accrue on the date hereof and cease to accrue on the Maturity
Date or any earlier date on which the Commitment of such Lender shall have
terminated (but shall in any event accrue until all Loans made by such Lender
have been repaid).

            (c) The Borrower agrees to pay the Agent, for its own account, agent
and administrative fees (the "Administrative Fees") at the times and in the
amounts agreed upon in the letter agreement dated July 11, 2002, between the
Borrower and the Agent.

            (d) All Fees shall be paid on the dates due, in immediately
available funds, to the Agent for distribution, if and as appropriate, among the
Lenders. Once paid, none of the Fees shall be refundable under any
circumstances.

            SECTION 2.07. Repayment of Loans; Evidence of Debt; Conversion and
Continuation of Standard Borrowings. (a) The outstanding principal balance of
each Competitive Loan and Standard Loan shall be payable on the last day of the
Interest Period applicable to such Loan prior to the Maturity Date and on the
Maturity Date.

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness to such Lender resulting from
each Loan made by such Lender from time to time, including the amounts of
principal and interest payable and paid such Lender from time to time under this
Agreement.

            (c) The Agent shall maintain accounts in which it will record (i)
the amount of each Loan made hereunder, the Type of each Loan made and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or

                                                                              21

to become due and payable from the Borrower to each Lender hereunder and (iii)
the amount of any sum received by the Agent hereunder from the Borrower and each
Lender's share thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) of this Section 2.07 shall, to the extent permitted by
applicable law, be rebuttable evidence of the existence and amounts of the
obligations therein recorded; provided, however, that the failure of any Lender
or the Agent to maintain such accounts or any error therein shall not in any
manner affect the obligations of the Borrower to repay the Loans in accordance
with their terms.

            (e) Following the Commitment Termination Date, if the Borrower shall
have elected to extend the Maturity Date pursuant to Section 2.11(d), the
Borrower shall have the right at any time upon prior irrevocable notice to the
Agent (i) not later than 12:00 (noon), New York City time, one Business Day
prior to conversion, to convert any Eurodollar Standard Borrowing or CD
Borrowing then outstanding into an ABR Borrowing, and (ii) not later than 3:00
p.m., New York City time, three Business Days prior to conversion or
continuation, to convert any ABR Borrowing or CD Borrowing into a Eurodollar
Standard Borrowing, to continue any Eurodollar Standard Borrowing as a
Eurodollar Standard Borrowing for an additional Interest Period, to convert any
Eurodollar Standard Borrowing or ABR Borrowing into a CD Borrowing or to
continue any CD Borrowing as a CD Borrowing for an additional Interest Period,
subject in each case to the following:

         (i) if less than all the outstanding principal amount of any
      Standard Borrowing shall be converted or continued, the aggregate
      principal amount of such Standard Borrowing converted or continued shall
      be an integral multiple of $1,000,000 and not less than $1,000,000;

         (ii) if any Eurodollar Standard Borrowing or CD Borrowing is
      converted at a time other than the end of the Interest Period applicable
      thereto, the Borrower shall pay, upon demand, any amount due to the
      applicable Lender pursuant to Section 2.12(d); and

         (iii) no Interest Period may be selected for any Eurodollar Standard
      Borrowing or CD Borrowing that would end later than the Maturity Date.

            Each notice pursuant to this paragraph (e) shall be irrevocable and
shall refer to this Agreement and specify (i) the identity and amount of the
Standard Borrowing that the Borrower requests be converted or continued, (ii)
whether such Standard Borrowing is to be converted to or continued as a
Eurodollar Standard Borrowing, a CD Borrowing or an ABR Borrowing, (iii) if such
notice requests a conversion, the date of such conversion (which shall be a
Business Day) and (iv) if such Standard Borrowing is to be converted to or
continued as a Eurodollar Standard Borrowing or CD Borrowing, the Interest
Period with respect thereto. If no Interest Period is specified in any such
notice with respect to any conversion to or continuation as a Eurodollar
Standard Borrowing or CD Borrowing, the Borrower shall be deemed to have
selected an Interest Period of one month's duration, in the case of a Eurodollar
Standard Borrowing, or 30 days' duration, in the case of a CD Borrowing. If the
Borrower shall not have given notice in accordance with this paragraph to
continue any Standard Borrowing into a subsequent Interest Period (and shall not
otherwise have given notice in accordance with

                                                                              22

this paragraph to convert such Standard Borrowing), such Standard Borrowing
shall, at the end of the Interest Period applicable thereto (unless repaid
pursuant to the terms hereof), automatically be continued into a new Interest
Period as an ABR Borrowing.

            SECTION 2.08. Interest on Loans. (a) Subject to the provisions of
Section 2.09, the Loans comprising each Eurodollar Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 360
days) at a rate per annum equal to (i) in the case of each Eurodollar Standard
Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus
the Applicable Spread, and (ii) in the case of each Eurodollar Competitive Loan,
the LIBO Rate for the Interest Period in effect for such Borrowing plus (or
minus) the Margin offered by the Lender making such Loan and accepted by the
Borrower pursuant to Section 2.03.

            (b) Subject to the provisions of Section 2.09, the CD Loans
comprising each CD Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per annum equal
to the CD Rate for the Interest Period in effect for such Borrowing plus the
Applicable Spread.

            (c) Subject to the provisions of Section 2.09, the ABR Loans
comprising each ABR Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 365 or 366 days, as the case may
be, when determined by reference to the Prime Rate and over a year of 360 days
at all other times) at a rate per annum equal to the Alternate Base Rate in
effect from time to time during the Interest Period applicable to such ABR
Borrowing plus the Applicable Spread.

            (d) Subject to the provisions of Section 2.09, each Fixed Rate Loan
shall bear interest at a rate per annum (computed on the basis of the actual
number of days elapsed over a year of 360 days) equal to the fixed rate of
interest offered by the Lender making such Loan and accepted by the Borrower
pursuant to Section 2.03.

            (e) Subject to the provisions of Section 2.09, interest on each Loan
shall be payable on each Interest Payment Date applicable to such Loan. The LIBO
Rate and Adjusted LIBO Rate, the CD Rate and Adjusted CD Rate or the Alternate
Base Rate for each Interest Period or day within an Interest Period shall be
determined by the Agent in accordance with the terms and conditions of this
Agreement, and such determination shall be conclusive absent manifest error.

            SECTION 2.09. Default Interest. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, whether by scheduled maturity, notice of prepayment, acceleration
or otherwise, the Borrower shall on demand from time to time from the Agent or
the Majority Lenders pay interest, to the extent permitted by law, on such
defaulted amount up to (but not including) the date of actual payment (after as
well as before judgment) at a rate per annum (computed on the basis of the
actual number of days elapsed over a year of 360 days) equal to the Alternate
Base Rate plus 1%.

            SECTION 2.10. Unavailability of LIBO Rate and CD Rate Quotations.
(a) In the event that on the day two Business Days prior to the commencement of
any Interest Period for a Eurodollar Borrowing the Agent shall have determined
that it is not possible to ascertain a LIBO Rate for such Interest Period as
contemplated in the definition of LIBO Rate in Section 1.01, the Agent shall, as
soon as practicable thereafter,

                                                                              23

give written or telecopy notice of such event to the Borrower and the Lenders,
in which event any request by the Borrower for a Eurodollar Borrowing for such
Interest Period shall be deemed to be a request for a CD Borrowing.

            (b) In the event, and on each occasion, that on the day on which the
Interest Period for any CD Borrowing commences the Agent shall have determined
that it is not possible to ascertain a CD Rate for such Interest Period as
contemplated in the definition of CD Rate in Section 1.01, the Agent shall, as
soon as practicable thereafter, give written or telecopy notice of such
determination to the Borrower and the Lenders, in which event any request by the
Borrower for a CD Loan for such Interest Period shall be of no force or effect
and no Borrowing shall be made pursuant to such request.

            SECTION 2.11. Termination and Reduction of Commitments; Extension of
Commitment Termination Date and Maturity Date. (a) The Commitments shall be
automatically terminated on the Commitment Termination Date.

            (b) Upon at least three Business Days' prior irrevocable written or
telecopy notice to the Agent, the Borrower may at any time in whole permanently
terminate, or from time to time in part permanently reduce, the Total
Commitment; provided, however, that each partial reduction of the Total
Commitment shall be in an integral multiple of $1,000,000 and in a minimum
amount of $5,000,000. Each reduction in the Total Commitment hereunder shall be
made ratably among the Lenders in accordance with their respective Commitments.
The Borrower shall pay to the Agent for the account of the Lenders, on the date
of each termination or reduction, the Facility Fees on the amount of the
Commitments so terminated or reduced accrued to the date of such termination or
reduction.

            (c) The Borrower may, by notice to the Agent (which shall promptly
deliver a copy to each of the Lenders) given not less than 45 days and not more
than 60 days prior to the Commitment Termination Date then in effect, request
that the Lenders extend the Commitment Termination Date for an additional period
of not more than 364 days as specified in such notice. Each Lender shall, by
notice to the Borrower and the Agent given not earlier than the 30th day and not
later than the 20th day prior to the Commitment Termination Date then in effect,
advise the Borrower whether or not it agrees to such extension. Any Lender that
has not so advised the Agent by such day shall be deemed to have declined to
agree to such extension. If the Borrower shall have requested and some of or all
the Lenders shall have agreed to an extension of the Commitment Termination
Date, then, unless the Borrower shall elect to extend the Maturity Date as
provided in paragraph (d) below, the Commitment Termination Date shall be
extended for the additional period specified in the Borrower's notice; provided,
that any extension of the Commitment Termination Date shall be subject to the
satisfaction, on and as of the Commitment Termination Date in effect prior to
giving effect to any such extension (the "Existing Termination Date"), of the
conditions set forth in Section 4.01(b) and (c) (and the Borrower shall be
deemed to have represented as of the Existing Termination Date that such
conditions have been satisfied). The decision to agree or withhold agreement to
any requested extension of the Commitment Termination Date hereunder shall be at
the sole discretion of each Lender. The Commitment of any Lender that has
declined to agree to any requested extension of the Commitment Termination Date
(a "Non-Extending Lender") shall terminate on the Existing Termination Date, and
the principal amount of any outstanding Loans made by such

                                                                              24

Lender, together with any accrued interest thereon and any accrued fees and
other amounts payable hereunder, shall be due and payable on the Existing
Termination Date.

            (d) The Borrower may, by notice to the Administrative Agent (which
shall promptly deliver a copy to each of the Lenders) given not less than two
business days and not more than 20 days prior to the Commitment Termination Date
in effect at any time, extend the Maturity Date to a date not later than the
first anniversary of such Commitment Termination Date; provided, that any such
extension of the Maturity Date shall be subject to the satisfaction, on and as
of such Commitment Termination Date, of the conditions set forth in Section
4.01(b) and (c) (and the Borrower shall be deemed to have represented as of such
Commitment Termination Date that such conditions have been satisfied). Loans
repaid or prepaid after the Commitment Termination Date may not be reborrowed.

            (e) The Borrower may from time to time request that one or more
additional financial institutions be added as Lenders under this Agreement with
Commitments agreed upon by the Borrower and such financial institutions. In the
event of any such request, such financial institutions shall become parties to
and Lenders under this Agreement upon the execution of one or more agreements to
that effect in the form (appropriately completed) of Exhibit D (and without any
action being required on the part of any other Lender), and upon the
effectiveness of any such agreement, Schedule 2.01 shall be automatically
amended to reflect the Commitment of each new Lender. Notwithstanding the
foregoing, no increase in the aggregate Commitments shall become effective under
this Section unless, on the date of such increase, the Agent shall have received
a certificate dated as of the effective date of such increase and executed by an
Authorized Officer, confirming compliance with the conditions set forth in
paragraphs (b) and (c) of Section 4.01 (with all references in such paragraphs
to a Borrowing being deemed to be references to such increase). Following any
extension of a new Commitment pursuant to this paragraph, any Standard Loans
outstanding prior to the effectiveness of such extension shall continue to be
outstanding until the ends of the respective Interest Periods applicable thereto
and shall then be repaid and, if the Borrower shall so elect, refinanced with
new Standard Loans made pursuant to Section 2.01 ratably in accordance with the
Commitments in effect following such extension.

            SECTION 2.12. Prepayment. (a) The Borrower shall have the right at
any time and from time to time to prepay without premium or penalty any
Borrowing (including a Competitive Borrowing), in whole or in part, upon giving
written or telecopy notice (or telephone notice promptly confirmed by written or
telecopy notice) to the Agent: (i) before 5:00 p.m., New York City time, three
Business Days prior to prepayment, in the case of Eurodollar Loans, (ii) before
5:00 p.m., New York City time, two Business Days prior to prepayment, in the
case of CD Loans or Fixed Rate Loans, and (iii) before 10:00 a.m., New York City
time, one Business Day prior to prepayment, in the case of ABR Loans; provided,
however, that each partial prepayment of a Borrowing shall be in an amount which
is an integral multiple of $1,000,000 and, prior to the Commitment Termination
Date, not less than $5,000,000.

            (b) On the date of any termination or reduction of the Commitments
pursuant to Section 2.11(b), the Borrower shall pay or prepay so much of the
outstanding Borrowings, selected at the Borrower's sole option, as shall be
necessary in order that the aggregate principal amount of the Competitive Loans
and Standard Loans outstanding

                                                                              25

will not exceed the Total Commitment after giving effect to such termination or
reduction.

            (c) Each notice of prepayment shall specify the prepayment date and
the principal amount of each Borrowing (or portion thereof) to be prepaid, shall
be irrevocable and shall commit the Borrower to prepay such Borrowing (or
portion thereof) by the amount stated therein on the date stated therein. All
prepayments under this Section 2.12 shall be accompanied by accrued interest on
the principal amount being prepaid to the date of payment.

            (d) In the event any prepayment is made in respect of any Loan (or
in the event any Lender is required to transfer a Loan or the Borrower repays
any Loan on the Commitment Termination Date and such date shall be prior to the
end of the Interest Period applicable to such Loan), other than (i) any ABR Loan
and (ii) any Loan the prepayment, payment or transfer of which is made by
Borrower pursuant to its right to prepay, repay or require the transfer of such
Loan under Sections 2.13, 2.14, 2.17 or 9.05 or upon the Lender's exercise of
its option pursuant to Section 9.14, or in the event the Borrower shall fail to
make any Borrowing after notice of such Borrowing shall have been given
hereunder, the Borrower shall pay to such Lender, promptly upon the written
request of such Lender (which request shall be accompanied by a certificate as
described below), such amount as shall be necessary to reimburse such Lender for
the loss, if any, reasonably incurred by such Lender as a result of such
repayment, prepayment or transfer or failure to borrow arising from inability
due to general market conditions to recover the cost of deposits or other funds
acquired by such Lender to fund such Loan, in the liquidation of such deposits
or other funds so acquired (or from the reemployment thereof if such
reemployment would result in less of a funding loss to such Lender); provided,
that any such funding loss shall not in any event exceed the cost incurred by
such Lender to obtain such deposit or other funds, minus the fair market value
thereof realizable by such Lender in the liquidation thereof. Such Lender shall
use reasonable efforts to avoid or minimize any such loss. Such Lender's claim,
if any, shall be accompanied by a certificate setting forth in reasonable detail
(including the calculations made in determining) the reason for and the amount
of such loss, which certificate shall be conclusive in the absence of manifest
error. Prepayments of ABR Borrowings shall be without penalty, premium or other
cost of any kind.

            SECTION 2.13. Reserve Requirements; Change in Circumstances. (a) In
the event that at any time or from time to time during the term of this
Agreement any Eurodollar Reserve Requirement shall be applicable to deposits
acquired in respect of any Eurodollar Loan the Lender making such Eurodollar
Loan shall promptly notify the Borrower in writing of any imposition of or
change in or prospective imposition of or change in any Eurodollar Reserve
Requirement, whether in respect of an outstanding Eurodollar Loan or any
possible future Eurodollar Loan, and, for as long as such Eurodollar Reserve
Requirement shall be effective, the Borrower shall, upon written request from
such Lender (with a copy of such request to the Agent), pay to such Lender at
the end of each Interest Period for such Eurodollar Loan, an additional amount
equal to the difference between the interest accrued based upon the LIBO Rate
and the interest that would have accrued had the Adjusted LIBO Rate been
applicable to the Eurodollar Loan of such Lender. Each Lender represents that
currently it is not subject to (and does not incur) any Eurodollar Reserve
Requirement.

                                                                              26

            (b) In the event that at any time or from time to time during the
term of this Agreement any CD Reserve Requirement or Assessment Rate shall be
applicable to deposits acquired in respect of any CD Loan the Lender making such
CD Loan shall promptly notify the Borrower in writing of any imposition of or
change in or prospective imposition of or change in any CD Reserve Requirement
or Assessment Rate, whether in respect of an outstanding CD Loan or any possible
future CD Loan, and, for as long as such CD Reserve Requirement or Assessment
Rate shall be effective, the Borrower shall, upon written request from such
Lender (with a copy of such request to the Agent), pay to such Lender at the end
of the Interest Period for such CD Loan, an additional amount equal to the
difference between the interest accrued based upon the CD Rate and the interest
that would have accrued had the Adjusted CD Rate been applicable to the CD Loan
of such Lender. Each Lender represents that its current CD Reserve Requirement
and Assessment Rate are as set forth on Schedule 2.01.

            (c) Notwithstanding any other provision herein, if after the date of
this Agreement, either (i) the introduction of, or any change in or in the
interpretation of, any law or regulation or (ii) compliance by any Lender with
any directive, guideline or request of any Governmental Body (whether or not
having the force of law) affects or would affect the amount of capital required
or expected to be maintained by such Lender, so as to increase the minimum
amount of capital required to be maintained by such Lender based upon the
existence of this Agreement, the Commitment of such Lender and/or any Loans made
hereunder and such requirement applies equally to other corporate borrowers
similarly situated in the United States of America, then the Borrower shall pay
to such Lender amounts sufficient to compensate such Lender, in light of such
circumstances, to the extent that such Lender reasonably and equitably
determines such increase in required capital over the capital of such Lender in
place on the date hereof or on the date the Lender becomes a Lender (by
assignment) to be allocable to this Agreement, to the Commitment of such Lender
(or the unused portion thereof), or to any Loans made by such Lender hereunder,
it being understood that in no event shall the cost allocable, and/or amount
charged, to the Borrower under this paragraph (c) exceed the cost allocable,
and/or amount charged, with respect to any similar agreement between such Lender
and any other corporate borrower located in the United States, in each instance
determined ratably with respect to the relative transactional amounts. Each
Lender represents that, to its best knowledge on the date hereof or on the date
the Lender becomes a Lender (by assignment) it would not be required to increase
its capital or to otherwise incur any increased capital costs in respect of this
Agreement under existing laws, rules, regulations, directives or guidelines
(whether or not currently in effect) of any Governmental Body.

            (d) A certificate of a Lender setting forth such amount or amounts
as shall be necessary to compensate such Lender as specified in paragraph (c)
above shall be delivered to the Borrower (with a copy to the Agent) and shall be
conclusive absent manifest error. The Borrower shall pay each Lender the amount
shown as due on any such certificate delivered by it within 10 days after the
receipt of the same. No Lender shall be entitled to any compensation for any
additional costs under this Section 2.13 requested by such Lender unless such
Lender shall have notified the Borrower that it will request compensation for
such additional costs not more than 30 days after the date such additional costs
were incurred.

            (e) The Borrower may at any time following its receipt from any
Lender of a notice of the occurrence or prospective occurrence of any imposition
of or increase in

                                                                              27

the Eurodollar Reserve Requirement, the CD Reserve Requirement, the Assessment
Rate or capital requirements or costs of such Lender terminate the Commitment of
such Lender and repay any outstanding Loans of such Lender (together with all
accrued interest and Facility Fee and Utilization Fee, if any) on the effective
date of such termination, which repayments, if any, shall be without premium,
penalty or other cost of any kind and shall not be subject to the requirements
of Sections 2.12(d) and 2.15.

            SECTION 2.14. Change in Legality. (a) Notwithstanding any other
provision herein, if any change in any law or regulation or in the
interpretation thereof by any Governmental Body charged with the administration
or interpretation thereof shall make it unlawful for any Lender to make or
maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by written or
telecopy notice to the Borrower and to the Agent, such Lender may:

            (i) declare that Eurodollar Loans will not thereafter be made by
      such Lender hereunder, whereupon such Lender shall not submit a
      Competitive Bid in response to a request for Eurodollar Competitive Loans
      and any request by the Borrower for a Eurodollar Standard Borrowing shall,
      as to such Lender only, be without effect and void unless such declaration
      shall be subsequently withdrawn; and

            (ii) require (if required by law to do so) that all outstanding
      Eurodollar Loans made by it be converted to CD Loans, in which event all
      such Eurodollar Loans shall be automatically converted to CD Loans with an
      Interest Period agreed upon by the Borrower and such Lender as of the
      effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal which would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
Loans of such Lender resulting from the conversion of such Eurodollar Loans. The
Borrower may in any event prepay any Loan resulting from the conversion of any
Eurodollar Loan under this Section within five Business Days after such
conversion.

            (b) For purposes of this Section 2.14, a notice to the Borrower by
any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last
day of the Interest Period currently applicable to such Eurodollar Loan; in all
other cases such notice shall be effective on the date of receipt by the
Borrower.

            (c) In the event that any Lender shall (i) give Borrower any notice
contemplated by, or exercise its rights under, this Section 2.14 or (ii) unless
Borrower shall fail to meet the conditions set forth at Section 4.01, any Lender
for any reason fails to fund any Loan, the Borrower may at any time terminate
the Commitment of the Lender and repay any outstanding Loans of such Lender
(together with all accrued interest and Facility Fee and Utilization Fee, if
any) on the effective date of such termination, which repayment, if any, shall
be without premium, penalty or other cost of any kind and shall not be subject
to the requirements of Sections 2.15 and 2.12(d).

            SECTION 2.15. Pro Rata Treatment. Except as required or permitted
under Section 2.12, 2.13, 2.14, 2.17, 9.05 or 9.14, each Standard Borrowing,
each

                                                                              28

payment or prepayment of principal of any Standard Borrowing, each payment of
interest on the Standard Loans, each payment of the Facility Fee, each payment
of the Utilization Fee, each reduction of the Commitments and each refinancing
of any Borrowing with a Standard 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 Standard Loans). Each payment
of principal of any Competitive Borrowing shall be allocated pro rata among the
Lenders participating in such Borrowing in accordance with the respective
principal amounts of their outstanding Competitive Loans comprising such
Borrowing. Each payment of interest on any Competitive Borrowing shall be
allocated pro rata among the Lenders participating in such Borrowing in
accordance with the respective amounts of accrued and unpaid interest on their
outstanding Competitive Loans comprising such Borrowing. For purposes of
determining the available Commitments of the Lenders at any time, each
outstanding Competitive Borrowing shall be deemed to have utilized the
Commitments of the Lenders (including those Lenders which shall not have made
Loans as part of such Competitive Borrowing) pro rata in accordance with such
respective Commitments. Each Lender agrees that in computing such Lender's
portion of any Borrowing to be made hereunder, the Agent may, in its discretion,
round each Lender's percentage of such Borrowing to the next higher or lower
whole dollar amount.

            SECTION 2.16. Payments. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder not later than 3:00 p.m., New York City time, on the date
when due in Dollars to the Agent (except as otherwise provided herein) at its
offices at 270 Park Avenue, New York, New York, in immediately available funds.
Any payment required to be made to the Lenders shall be deemed made when made to
the Agent and shall, insofar as the obligations of the Borrower are concerned,
be deemed to have been received by the Lenders at the time of receipt by the
Agent (which shall promptly forward such payment to the Lenders). In the event
the Lenders shall receive payments in an amount less than the amounts at the
time due hereunder, the amounts received shall be applied first against the
principal of Loans, second against accrued interest, third against accrued Fees,
fourth against amounts due under Section 2.13 or 2.17, and fifth against any
other amounts due hereunder.

            (b) Whenever any payment (including principal of or interest on any
Borrowing or any Fees or other amounts) hereunder shall become due, or otherwise
would occur, on a day that is not a Business Day, such payment may be made on
the next succeeding Business Day, and such extension of time shall in the case
of a payment of principal be included in the computation of interest.

            SECTION 2.17. Taxes. (a) All payments by the Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes,
and if the Borrower shall be required to deduct any Indemnified Taxes from any
such payment, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Agent or the applicable Lender,
as the case may be, receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Body in accordance with applicable law.

                                                                              29

            (b) The Borrower shall indemnify the Agent and Lender for the full
amount of any Indemnified Taxes paid by such Agent or Lender on or with respect
to any payment by or on account of any obligation of the Borrower hereunder
(including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section). A certificate as to the amount of such payment or
liability setting forth in reasonable detail the circumstances giving rise
thereto and the calculations used to determine in good faith such amount
delivered to the Borrower by the Agent or Lender shall be conclusive absent
manifest error.

            (c) As soon as practicable after any payment of Indemnified Taxes by
the Borrower to a Governmental Body, the Borrower shall deliver to the Agent the
original or a certified copy of a receipt issued by such Governmental Body
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Agent.

            (d) Any Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the United States of America or any treaty to
which the United States of America is a party, with respect to payments made to
it under this Agreement shall deliver to the Borrower (with a copy to the
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate. Notwithstanding anything to the contrary
contained in this Section 2.17, any Lender that has not provided to the Borrower
the executed documentation required to be provided to the Borrower pursuant to
this Section 2.17 shall not be entitled to any payment of additional amounts
pursuant to Section 2.17(a) or indemnification pursuant to Section 2.17(b) with
respect to any deduction or withholding that would not have been required if
such Lender had provided such documentation.

            (e) Each Lender, on the date it becomes a Lender hereunder, will
designate lending offices for the Loans to be made by it such that, on such
date, it will not be liable for any withholding tax that is imposed by the
United States of America (or any political subdivision thereof) on payments to
it by the Borrower from an office within such jurisdiction.

            (f) Each Lender represents and warrants unto, and covenants and
agrees with, the Borrower that (i) on the date it becomes a Lender hereunder
such Lender is exempt from United States Federal withholding tax (including
backup withholding, as such term is defined in the Code), and from any other
withholding tax, assessment, charge or other Taxes (other than Excluded Taxes)
imposed by any Governmental Body, on any amount payable to it under this
Agreement, and has heretofore delivered to the Borrower such evidence as may be
required by law to claim or substantiate any such exemption (stating the
provisions of law and/or treaty under which such exemption is claimed); (ii)
such Lender will notify the Borrower promptly, so long as any amount is due
under this Agreement, upon its becoming aware of the occurrence or of any
prospective occurrence of any event which would result in any such withholding
tax exemption not being available to such Lender; and (iii) such Lender will
indemnify and hold the Borrower harmless from and against any loss, cost or
liability imposed by a Governmental Body or incurred by the Borrower in defense
of any claim by a Governmental Body, including all reasonable out-of-pocket
expenses the Borrower may incur as a direct result of its reliance on the
foregoing representations, or the failure of

                                                                              30

such Lender to give prompt notice of any event resulting in any said withholding
tax exemption not being available to such Lender.

            (g) In no event shall the Borrower have any obligation to "gross up"
amounts due under this Agreement in respect of Excluded Taxes.

            (h) The representations, warranties and agreements contained in this
Section 2.17 shall survive the termination of this Agreement and the payment in
full of the Loans.

            SECTION 2.18. Termination or Assignment of Commitments. The Borrower
shall have the right (in addition to its rights pursuant to Sections 2.11(b),
2.13, 2.14, 2.17 and 9.05), at its own expense, at any time upon notice to any
Lender and the Agent (i) to terminate the Commitment of such Lender (provided
that such termination shall be effective only if the Borrower has obtained a new
Commitment of an existing Lender or a new Lender in an amount such that the
Total Commitment shall equal or exceed the lesser of (1) the Total Commitment in
effect on the date hereof and (2) the Total Commitment (excluding the new
Commitment) in existence immediately preceding the termination of such Lender's
Commitment pursuant to this Section 2.18(i)) or (ii) to require such Lender to
transfer and assign without recourse all its interests, rights and obligations
under this Agreement to another financial institution reasonably acceptable to
the Agent which shall assume such obligations (and such Lender shall be
simultaneously released therefrom); provided that (x) no such assignment shall
conflict with any law, rule or regulation or order of any Governmental Body
applicable to such affected Lender and (y) the Borrower or the assignee, as the
case may be, shall pay to the affected Lender in immediately available funds on
the effective date of such termination or assignment the principal of and
interest accrued to the date of payment on the Loans made by it hereunder then
outstanding and accrued and unpaid Facility Fees and Utilization Fees and any
amounts which Borrower had theretofore been notified were accruing in respect of
such Loans under Section 2.13, which payments shall not be subject to the
provisions of Section 2.15.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

            The Borrower represents and warrants to each of the Lenders that:

            (a) The Borrower is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Ohio.

            (b) The execution, delivery and performance of this Agreement by the
      Borrower are within the Borrower's corporate powers, have been duly
      authorized by all necessary corporate action, will not violate any
      provision of any existing law or regulation or order or decree of any
      court or Governmental Body or of the Amended Articles of Incorporation or
      Code of Regulations of the Borrower, as each is amended to date, or of the
      unwaived terms of any mortgage, indenture, agreement or other instrument
      to which the Borrower is a party or which is binding upon it or its
      assets, and will not result in the creation or imposition of any security
      interest, lien, charge or encumbrance on any of its assets pursuant to the
      provisions of any of the foregoing.

                                                                              31

            (c) No authorization or approval or other action by, and no notice
      to or filing with, any Governmental Body or court is required to be made
      or effected by the Borrower for the due execution and delivery of this
      Agreement by the Borrower and for the performance by the Borrower of the
      obligations on its part to be performed under this Agreement.

            (d) This Agreement constitutes the legal, valid and binding
      obligation of the Borrower enforceable against the Borrower in accordance
      with its terms, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting creditors' rights
      generally and subject, as to enforceability, to general principles of
      equity (regardless of whether enforcement is sought in a proceeding in
      equity or at law).

            (e) The Consolidated Financial Statements of the Borrower and its
      Subsidiaries present fairly, in all material respects, the financial
      position of the Borrower and its Consolidated Subsidiaries at December 31,
      2001 and 2000 and the Consolidated results of their operations and their
      Consolidated cash flows for each of the three years in the period ended
      December 31, 2001, in conformity with generally accepted accounting
      principles.

            (f) The Borrower is not an "investment company", or a company
      "controlled" by an "investment company", within the meaning of the
      Investment Company Act of 1940, as amended.

            (g) Neither the Borrower nor any Subsidiary is a "holding company",
      or a "subsidiary company" of a "holding company", within the meaning of
      the Public Utility Holding Company Act of 1935, as amended.

            (h) The Borrower is not engaged principally, or as one of its
      important activities, in the business of extending credit for the purpose
      of purchasing or carrying margin stock, within the meaning of Regulation U
      of the Board.

            (i) Neither (i) the Information Memorandum nor (ii) any of the other
      reports, financial statements, certificates or other information furnished
      by Borrower to the Agent or any Lender in accordance with the terms of
      this Agreement (as modified or supplemented by other information so
      furnished) contains any material misstatement of fact or omits to state
      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 any projected financial information or other
      forward-looking information, the Borrower represents only that such
      information was prepared in good faith based upon assumptions believed to
      be reasonable at the time.

ARTICLE IV. CONDITIONS OF LENDING

            The obligation of each Lender to make Loans hereunder is subject to
the satisfaction of the following conditions:

                                                                              32

            SECTION 4.01. All Borrowings. On the date of each Borrowing,
including each Borrowing in which Loans are refinanced with new Loans as
contemplated by Section 2.05:

            (a) The Agent shall have received a notice of such Borrowing as
      required by Section 2.03 or Section 2.04, as applicable.

            (b) The representations and warranties set forth in Article III
      hereof shall be true and correct in all material respects on and as of the
      date of such Borrowing with the same effect as though made on and as of
      such date.

            (c) No event shall have occurred and be continuing on and as of the
      date of such Borrowing, or would result from such Borrowing or from (after
      giving effect to) the application of the proceeds of such Borrowing, which
      constitutes an Event of Default.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date of such Borrowing as to the matters specified in
paragraphs (b) and (c) of this Section 4.01.

            SECTION 4.02. At Closing. On the Closing Date,

            (a) the Agent shall have received the following (in the case of (i),
      (ii), (iii), (iv) and (v), each dated the Closing Date):

                  (i) from the Borrower, the Agent and the Lenders either (i) a
            counterpart of this Agreement signed on behalf of such party or (ii)
            written evidence satisfactory to the Agent (which may include
            telecopy transmission of a signed signature page of this Agreement)
            that such party has signed a counterpart of this Agreement;

                  (ii) an opinion of the General Counsel, the Associate General
            Counsel or an Assistant General Counsel of the Borrower addressed to
            the Lenders and the Agent in substantially the form of Exhibit B
            hereto;

                  (iii) a certified copy of the resolutions of the Board of
            Directors of the Borrower authorizing the execution and delivery of
            this Agreement;

                  (iv) a certificate of the Secretary or an Assistant Secretary
            of the Borrower certifying the names and true signatures of the
            Authorized Officers;

                  (v) a certificate signed by an Authorized Officer, confirming
            compliance with the conditions set forth in paragraphs (b) and (c)
            of Section 4.01 and certifying that except for the legal proceedings
            identified or referred to on Schedule III (with respect to which
            such Authorized Officer makes no representation or warranty) there
            is no pending, or to the knowledge of such Authorized Officer,
            threatened action or proceeding affecting the Borrower or any of its
            Subsidiaries before any court, Governmental Body or arbitrator,
            which could reasonably be expected to

                                                                              33

            have a material adverse effect on the business, assets or condition
            of the Borrower and its Subsidiaries taken as a whole; and

                  (vi) all Fees and other amounts due and payable on or prior to
            the Closing Date;

            (b) there shall not have occurred any material adverse change in the
      business, assets or condition of Goodyear and its Subsidiaries taken as a
      whole since December 31, 2001;

            (c) the Five-Year Amendment and Restatement shall have been approved
by the Borrower, the Agent and the Majority Lenders under and as defined in the
Borrower's Amended and Restated Five-Year Revolving Credit Agreement; and

            (d) the Term Loan Agreement Amendment shall have been approved by
the Borrower, the Agent and the Majority Lenders under and as defined in the
Borrower's Term Loan Agreement.

ARTICLE V. AFFIRMATIVE COVENANTS

            The Borrower covenants and agrees with each Lender and the Agent
that, so long as the Commitment of such Lender shall remain in effect or the
principal of or interest on any Loan by such Lender shall be unpaid, unless the
Majority Lenders shall otherwise consent in writing, the Borrower will:

            (a) Interest Coverage Ratio. Maintain, as at the end of each fiscal
      quarter of the Borrower, a ratio of Consolidated Operating Income for the
      Annual Period then ended to Consolidated Interest Expense for such Annual
      Period then ended of not less than the ratio set forth below opposite the
      period during which such fiscal quarter end occurs:



              Period                                          Minimum Ratio
              ------                                          -------------
                                                           
              Through December 31, 2002                       2.75 to 1.00
              January 1, 2003, through March 31, 2003         3.00 to 1.00
              April 1, 2003, through June 30, 2003            3.25 to 1.00
              Thereafter                                      3.50 to 1.00


            (b) Net Worth. Maintain, as at the end of each fiscal quarter of the
      Borrower, Consolidated Net Worth at an amount not less than $3,800,000,000
      plus 50% of the cumulative amount of Net Income for each fiscal quarter
      ended after December 31, 2000, and excluding any such fiscal quarter for
      which Net Income shall have been negative.

            (c) Reporting Requirements. Furnish to the Agent, together with
      sufficient number of copies for each of the Lenders:

            (i) as soon as available and in any event not later than 60 days
      after the end of each of the first three quarters of each fiscal year of
      the Borrower, a

                                                                              34

      conformed copy of the Borrower's Quarterly Report on Form 10-Q for such
      quarter as filed with the Securities and Exchange Commission, together
      with (1) a Schedule of Compliance, signed by an Authorized Officer setting
      forth computations used by the Borrower in determining compliance with the
      covenants contained in paragraphs (a) and (b) of this Article V and in
      paragraphs (a), (b), (c) and (d) of Article VI and (2) a certificate of an
      Authorized Officer stating that no Event of Default has occurred and is
      continuing or, if an Event of Default has occurred and is continuing, a
      statement as to the nature thereof and the action which the Borrower has
      taken and proposes to take with respect thereto; and

            (ii) as soon as available and in any event not later than 120 days
      after the end of each fiscal year of the Borrower, a conformed copy of the
      Borrower's Annual Report on Form 10-K for such year as filed with the
      Securities and Exchange Commission, together with (1) a Schedule of
      Compliance, signed by an Authorized Officer setting forth computations
      used by the Borrower in determining compliance with the covenants
      contained in paragraphs (a) and (b) of Article V, and in paragraphs (a),
      (b), (c) and (d) of Article VI, and (2) a certificate of an Authorized
      Officer stating that no Event of Default has occurred and is continuing
      or, if an Event of Default has occurred and is continuing, a statement as
      to the nature thereof and the action which the Borrower has taken and
      proposes to take with respect thereto; and

            (iii) as soon as practicable and in any event within ten Business
      Days after any Authorized Officer of the Borrower obtains actual knowledge
      of the occurrence of any Event of Default, a statement of an Authorized
      Officer setting forth details of such Event of Default and the action
      which the Borrower has taken and proposes to take with respect thereto;
      and

            (iv) promptly after the filing thereof, copies of all reports (in
      addition to Forms 10-K and 10-Q) filed by the Borrower with the Securities
      and Exchange Commission (other than annual reports on Form 11-K) pursuant
      to the Exchange Act; and

            (v) such other publicly available information relating to the
      financial condition or business operations of the Borrower as the Agent or
      any Lender may from time to time reasonably request.

            (d) Preservation of Corporate Existence. Preserve and maintain its
corporate existence; provided, that the Borrower may merge or transfer its
assets in a transaction permitted by paragraph (e) of Article VI.

            (e) Pari Passu with Certain Existing Credit Agreements. Ensure that
the Lenders remain pari passu with the lenders under the Borrower's Amended and
Restated Five-Year Revolving Credit Agreement, and the lenders under the
Borrower's Term Loan Agreement.

ARTICLE VI. NEGATIVE COVENANTS

            The Borrower covenants and agrees with each Lender and the Agent
that, so long as the Commitment of such Lender shall remain in effect or the
principal of or

                                                                              35

interest on any Loan by such Lender shall be unpaid, unless the Majority Lenders
shall otherwise consent in writing, the Borrower will not:

            (a) Limitation on Liens. Issue, assume or guarantee, or permit any
Subsidiary to issue, assume or guarantee, Debt if such Debt is secured by a Lien
upon any Manufacturing Facility without providing (concurrently with the
issuance, assumption or guarantee of any such Debt) that the Loans shall be
secured equally and ratably with such Debt; provided, however, that the
foregoing restriction shall not apply to:

            (i) any Lien on property if such Lien is in existence at the time of
      the acquisition of such property by the Borrower or a Subsidiary;

            (ii) any Lien on property to secure the payment of all or any part
      of the purchase price of such property or to secure any Debt incurred
      (prior to, at the time of, or within 360 days after, the acquisition by
      the Borrower or a Subsidiary of such property) for the purpose of, or in
      connection with, financing all or any part of the purchase price thereof;

            (iii) any Lien on property of a corporation or other entity if such
      Lien was in existence prior to the time such corporation or other entity
      is merged into or consolidated with the Borrower or a Subsidiary or prior
      to the time of a sale, lease or other disposition of the properties of an
      entity as an entirety or substantially as an entirety to the Borrower or a
      Subsidiary;

            (iv) any Lien on property in favor of the United States of America,
      any State thereof, or any department, agency or instrumentality or
      political subdivision of the United States of America or any State
      thereof, in favor of any other country or any political subdivision
      thereof, or in favor of any other Governmental Body, to secure partial,
      progress, advance or other payments, or performance of any other
      obligations, pursuant to any contract or statute or to secure any
      indebtedness incurred for the purpose of financing all or any part of the
      purchase price or the cost of construction of the property subject to such
      Lien; or

            (v) any extension, renewal or replacement (or successive extensions,
      renewals or replacements), in whole or in part, of any Lien referred to in
      the foregoing clauses (i) to (iv), inclusive; provided, however, that the
      principal amount of Debt secured thereby shall not exceed the principal
      amount of Debt so secured at the time of such extension, renewal or
      replacement, and that such extension, renewal, or replacement Lien shall
      be limited to all or a part of the property which secured the Lien so
      extended, renewed or replaced (plus improvements on such property).

            Notwithstanding the foregoing, (A) the Borrower or any Subsidiary
may issue, assume or guarantee Debt secured by a Lien on a Manufacturing
Facility of the Borrower which would otherwise be subject to the foregoing
restrictions in an aggregate amount which, together with the aggregate principal
amount of all other such Debt of the Borrower and the Subsidiaries secured by
Liens on Manufacturing Facilities of the Borrower outstanding at the time of
such issuance, assumption or guarantee (but excluding Debt permitted by the
foregoing clauses (i) to (v), inclusive), does not at such time exceed fifteen
percent (15%) of the Consolidated Net Worth of the Borrower as at the end of the
then most recently completed fiscal year of the Borrower, and (B) the

                                                                              36

Borrower or any Subsidiary may issue, assume or guarantee Debt secured by a Lien
on a Manufacturing Facility of a Subsidiary which would otherwise be subject to
the foregoing restrictions in an aggregate amount which, together with the
aggregate principal amount of all other such Debt of the Borrower and the
Subsidiaries secured by Liens on Manufacturing Facilities of Subsidiaries
outstanding at the time of such issuance, assumption or guarantee (but excluding
Debt permitted by the foregoing clauses (i) to (v), inclusive), does not at such
time exceed fifteen percent (15%) of the Consolidated Net Worth of the Borrower
as at the end of the then most recently completed fiscal year of the Borrower.

            (b) Limitation on Debt. Issue, incur, assume or guarantee, or permit
any Subsidiary to issue, incur, assume or guarantee, any Debt if, immediately
after giving effect to the issuance, incurrence, assumption or guarantee of such
Debt and after giving effect to the receipt and application of any and all
proceeds thereof, the aggregate principal amount of the Consolidated Debt of the
Borrower and the Subsidiaries would, at the end of any fiscal quarter of the
Borrower, exceed the sum of (x) $5,000,000,000 plus (y) the Supplemental Amount,
if any, at such date. For the purpose of this paragraph (b), if any such Debt is
payable in a currency other than Dollars and all or any portion of the principal
amount of such Debt is hedged into Dollars, then the principal amount thereof,
or such portion thereof, shall be the amount of Dollars specified in, or
determined pursuant to, the applicable hedging contract.

            (c) Limitation on Secured Debt of Borrower and Domestic
Subsidiaries. Issue, incur, assume or guarantee, or permit any Domestic
Subsidiary to issue, incur, assume or guarantee, Debt secured by a Lien or Liens
upon any assets other than property or other assets constituting Manufacturing
Facilities or accounts receivable (and related rights including, without
limitation, rights to return merchandise) ("Designated Secured Debt") if,
immediately after giving effect to the issuance, incurrence, assumption or
guarantee of such Debt and after giving effect to the receipt and application of
any and all proceeds thereof, the aggregate principal amount of the Designated
Secured Debt of the Borrower and the Domestic Subsidiaries would exceed
$100,000,000.

            (d) Limitation on Sale-Leaseback Transactions and Debt of Domestic
Subsidiaries. Permit the sum of (i) the aggregate principal amount of the Debt
of Domestic Subsidiaries, other than Debt secured by a Lien or Liens upon
property or assets constituting Manufacturing Facilities or accounts receivable
(and related rights, including, without limitation, rights to returned
merchandise) and (ii) the aggregate Attributable Debt in connection with all
Sale-Leaseback Transactions of the Borrower and the Domestic Subsidiaries to
exceed $400,000,000.

            (e) Mergers, Etc. Merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to, or acquire all or substantially all of the
assets of, any Person; except that (i) any Subsidiary may merge into or transfer
assets to or obtain assets from the Borrower, and (ii) the Borrower may merge
with or acquire all or substantially all of the assets of any Person, provided
in any such case that, immediately after giving effect to such proposed
transaction, no Event of Default would exist and, in the case of any such merger
to which the Borrower is a party, the Borrower is the surviving corporation.

            (f) ERISA Liabilities. Create or suffer to exist, as at the end of
any fiscal quarter of Borrower, any ERISA Liabilities of the Borrower in an
aggregate amount in excess of $750,000,000.

                                                                              37

            (g) Negative Pledge. Enter into, or permit any Subsidiary organized
under the laws of the United States or any state, territory or possession
thereof to enter into, any covenant or other agreement that by its terms limits
the ability of the Borrower or any such Subsidiary to pledge its accounts
receivable or inventory or proceeds thereof to secure indebtedness.

ARTICLE VII. EVENTS OF DEFAULT

            So long as any Commitment shall be in effect or any amount of the
principal of or accrued interest on any Borrowing shall be unpaid, in case of
the occurrence and continuance of any of the following events ("Events of
Default"):

            (a) The Borrower shall fail to pay the principal of any Loan when
      due, and any such failure shall remain unremedied for more than two
      Business Days after the earlier of (i) the day on which an Authorized
      Officer first obtains actual knowledge of such failure or (ii) written
      notice of such failure shall have been given to the Borrower by the Agent
      or any Lender; or

            (b) The Borrower shall fail to pay any Fees when due and such
      failure shall remain unremedied for more than ten Business Days after the
      earlier of (i) the day on which an Authorized Officer first obtains actual
      knowledge of such failure or (ii) written notice of such failure shall
      have been given to the Borrower by the Agent or any Lender; or

            (c) The Borrower shall fail to pay interest on any Loan when due,
      and such failure shall remain unremedied for more than five Business Days
      after the earlier of (i) the day on which an Authorized Officer first
      obtains actual knowledge of such failure or (ii) written notice of such
      failure shall have been given to the Borrower by the Agent or any Lender;
      or

            (d) Any representation or warranty made by the Borrower in this
      Agreement or by the Borrower (or any of its Authorized Officers) in any
      certificate delivered pursuant to this Agreement, or deemed to have been
      made pursuant to and in accordance with Section 4.01 of this Agreement,
      shall prove to have been incorrect in any material respect when made;
      provided, that if any such representation or warranty is capable of being
      rendered true and correct in all material respects, such event shall not
      constitute an Event of Default unless such incorrect representation or
      warranty is not rendered true and correct in all material respects within
      thirty days after the earlier of (i) the day on which an Authorized
      Officer first obtains actual knowledge of such event or (ii) the day
      written notice thereof shall have been given to the Borrower by the Agent
      or any Lender; or

            (e) The Borrower shall fail to perform or observe any covenant or
      agreement set forth in paragraph (a) or (b) of Article V or in paragraph
      (b), (c) or (d) of Article VI; or

            (f) The Borrower shall fail to perform or observe any other covenant
      or agreement set forth in this Agreement on its part to be performed or
      observed and such failure shall remain unremedied for more than thirty
      days after the earlier of (i) the day on which an Authorized Officer first
      obtains actual knowledge of such

                                                                              38

      failure or (ii) written notice thereof shall have been given to the
      Borrower by the Agent or any Lender; or

            (g) The Borrower shall fail to pay any principal of Funded Debt of
      the Borrower which is then outstanding in a principal amount in excess of
      $25,000,000 at the scheduled maturity thereof, such failure shall continue
      after the applicable grace period, if any, specified in the agreement or
      instrument relating to such Funded Debt, and such Funded Debt is not paid
      within ten Business Days after the earlier of (i) the day on which an
      Authorized Officer first obtains actual knowledge of such failure or (ii)
      written notice of such failure shall have been given to the Borrower by
      the holder or holders of such Funded Debt; or Funded Debt of the Borrower
      which is then outstanding in a principal amount in excess of $25,000,000
      shall become due and payable prior to the scheduled maturity thereof as a
      result of the lawful acceleration thereof due to the occurrence of an
      event of default thereunder (other than an event of default resulting from
      a pledge or transfer of any margin stock, as defined in Regulation U of
      the Board) and such Funded Debt is not paid, or such acceleration thereof
      is not rescinded or annulled, within ten Business Days following such
      lawful acceleration thereof; or

            (h) Any event shall occur that shall constitute an event of default
      under any cross-default or cross-acceleration provision contained in any
      agreement or instrument governing or evidencing Funded Debt of the
      Borrower which is then outstanding in a principal amount in excess of
      $25,000,000 if such provision permits the lawful acceleration of such
      Funded Debt under circumstances that would not constitute an Event of
      Default pursuant to clause (g) above; or

            (i) The Borrower shall sell or otherwise dispose of all or
      substantially all of its assets; or

            (j) The Borrower shall generally not pay its debts as such debts
      become due, or shall admit in writing its inability to pay its debts
      generally, or shall make a general assignment for the benefit of
      creditors; or any proceeding shall be instituted by or against the
      Borrower seeking to adjudicate it a debtor or insolvent, or seeking
      liquidation, winding up, reorganization, arrangement, adjustment,
      protection, relief or composition of it or its debts under any law
      relating to bankruptcy, insolvency or reorganization or relief of debtors,
      or seeking the entry of an order for relief or the appointment of a
      receiver, trustee, or other similar official for it or for any substantial
      part of its property, and, if instituted against the Borrower, is
      consented to by it or remains undismissed or unstayed for a period of 90
      consecutive days; or the Borrower shall take any corporate action to
      authorize any of the actions set forth above in this clause (j);

then, and in every such event (other than the entry of an order for relief with
respect to the Borrower as a debtor under the Federal Bankruptcy Code), and at
any time thereafter during the continuance of such event, the Agent, at the
request of the Required Lenders, shall, by notice to the Borrower, take either
or both of the following actions, at the same or different times: (i) terminate
forthwith the Commitments and (ii) declare the Loans then outstanding to be
forthwith due and payable in whole or in part, whereupon the principal of the
Loans so declared to be due and payable, together with accrued interest thereon
and any unpaid accrued Fees and all other liabilities of the Borrower accrued
hereunder, shall become forthwith due and payable, without presentment, demand,
protest

                                                                              39

or any other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein to the contrary notwithstanding; provided,
that in the event of the entry of an order for relief with respect to Borrower
as a debtor under the Federal Bankruptcy Code, the Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrower accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived by the Borrower, anything
contained herein to the contrary notwithstanding.

ARTICLE VIII. THE AGENT

            In order to expedite the transactions contemplated by this
Agreement, JPMorgan Chase Bank is hereby appointed to act as Agent on behalf of
the Lenders. Each of the Lenders hereby irrevocably authorizes the Agent to take
such actions on behalf of such Lender and to exercise such powers as are
specifically delegated to the Agent by the terms and provisions hereof, together
with such actions and powers as are reasonably incidental thereto. The Agent is
hereby expressly authorized by the Lenders, without hereby limiting any implied
authority, (a) to receive on behalf of the Lenders all payments of principal of
and interest on the Loans and all other amounts due to the Lenders hereunder,
and promptly to distribute to each Lender its proper share of each payment so
received; (b) to give notice on behalf of each of the Lenders to the Borrower of
any Event of Default specified in this Agreement of which the Agent has actual
knowledge acquired in connection with its agency hereunder; and (c) to
distribute to each Lender copies of all notices, financial statements and other
materials delivered by the Borrower pursuant to this Agreement as received by
the Agent.

            Neither the Agent nor any of its directors, officers, employees or
agents shall be liable to any Lender as such for any action taken or omitted by
any of them except for its or his own gross negligence or wilful misconduct, or
be responsible for any statement, warranty or representation herein or the
contents of any document delivered in connection herewith, or be required to
ascertain or to make any inquiry concerning the performance or observance by the
Borrower of any of the terms, conditions (except delivery to the Agent of the
items required by Section 4.02 to be delivered to it), covenants or agreements
contained in this Agreement. The Agent shall not be responsible to the Lenders
for the due execution, genuineness, validity, enforceability or effectiveness of
this Agreement or other instruments or agreements. The Agent shall in all cases
be fully protected in acting, or refraining from acting, in accordance with
written instructions signed by the Majority Lenders or the Required Lenders, as
the case may be, and, except as otherwise specifically provided herein, such
instructions and any action or inaction pursuant thereto shall be binding on all
the Lenders. The Agent shall, in the absence of knowledge to the contrary, be
entitled to rely on any instrument or document believed by it in good faith to
be genuine and correct and to have been signed or sent by the proper Person or
Persons. Neither the Agent nor any of its directors, officers, employees or
agents shall have any responsibility to the Borrower on account of the failure
of or delay in performance or breach by any Lender of any of its obligations
hereunder or to any Lender on account of the failure of or delay in performance
or breach by any other Lender or the Borrower of any of their respective
obligations hereunder or in connection herewith. The Agent may execute any and
all duties hereunder by or through agents or employees and shall be entitled to
rely upon the advice of legal counsel selected

                                                                              40

by it with respect to all matters arising hereunder and shall not be liable for
any action taken or suffered in good faith by it in accordance with the advice
of such counsel.

            The Lenders hereby acknowledge that the Agent shall be under no duty
to take any discretionary action permitted to be taken by it pursuant to the
provisions of this Agreement unless it shall be requested in writing to do so by
the Required Lenders.

            Subject to the appointment and acceptance of a successor Agent as
provided below, the Agent may resign at any time by notifying the Lenders and
the Borrower. Upon any such resignation, the Required Lenders shall have the
right to appoint a successor. If no successor shall have been so appointed by
the Required 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, appoint a successor Agent which shall be a
bank with an office in New York, New York, having a combined capital and surplus
of at least $500,000,000. Upon the acceptance of any appointment as Agent
hereunder by a successor bank, 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 the Agent's resignation hereunder, the provisions of this Article and
Section 9.05 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.

            With respect to the Loans made by it hereunder, the Agent in its
individual capacity and not as Agent shall have the same rights and powers as
any other Lender and may exercise the same as though it were not the Agent, and
the Agent may accept deposits from, lend money to and generally engage in any
kind of business with the Borrower as if it were not the Agent.

            Each Lender agrees (i) to reimburse the Agent, on demand, in the
amount of its pro rata share (based on its Commitment, or, after the Commitments
shall have expired or been terminated, the amount of its outstanding Loans
hereunder) of any expenses incurred for the benefit of the Lenders by the Agent,
including reasonable counsel fees and compensation of agents and employees paid
for services rendered on behalf of the Lenders, which shall not have been
reimbursed by the Borrower and (ii) to indemnify and hold harmless the Agent and
any of its directors, officers, employees or agents, on demand, in the amount of
such pro rata share, from and against any and all liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against it in its capacity as the Agent or any of
them in any way relating to or arising out of this Agreement or any action taken
or omitted by it or any of them under this Agreement, to the extent the same
shall not have been reimbursed by the Borrower; provided that no Lender shall be
liable to the Agent or any other indemnitee for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the gross negligence or wilful
misconduct of the Agent or any of its directors, officers, employees or agents.

            Each Lender acknowledges that it has, independently and without
reliance upon the Agent or any other Lender 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 also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and
based on such documents and informa-

                                                                              41

tion 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 herein, each Lender acknowledges
that the Agent is not acting as an agent of the Borrower and that the Borrower
will not be responsible for any acts or failures to act on the part of the
Agent.

ARTICLE IX. MISCELLANEOUS

            SECTION 9.01. Notices. Except as otherwise expressly provided
herein, notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, priority mail,
mailed by certified or registered mail or sent by telecopy, as follows:

            (a) if to the Borrower, to it at 1144 East Market Street, Akron,
      Ohio 44316-0001, Attention of the Treasurer (Telecopy No. 330-796-1021 or
      330-796-8836);

            (b) if to the Agent, to JPMorgan Chase Bank, Loan and Agency
      Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York
      10081, Attention of Janet Belden (Telecopy No. 212-552-5658), with a copy
      to JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017,
      Attention of Julie Long (Telecopy No. 212-270-5127); and

            (c) if to a Lender, to it at its address (or telecopy number) set
      forth in Schedule 2.01.

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 if delivered by hand or overnight courier service or sent by
telecopy (as evidenced by machine transmission report), or on the date five
Business Days after dispatch by certified or registered mail, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this
Section 9.01 or in accordance with the latest unrevoked direction from such
party given in accordance with this Section 9.01.

            SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Lenders and shall survive the making by the Lenders of the Loans, regardless of
any investigation made by the Lenders or on their behalf, 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 and so long as the Commitments have not been terminated.

            SECTION 9.03. Binding Effect; Successors and Assigns. (a) This
Agreement shall become effective on and as of August 13, 2002, subject to the
satisfaction of the conditions precedent set forth in Section 4.02, and
thereafter shall be binding upon and inure to the benefit of the Borrower, the
Agent and each Lender and

                                                                              42

their respective successors and assigns, except that (i) the Borrower shall not
have the right to assign its rights hereunder or any interest herein or to
delegate any of its duties hereunder without the prior written consent of all
the Lenders and (ii) no Lender shall have the right to assign or participate its
rights hereunder or any interest herein or to delegate any of its duties
hereunder without the prior written consent of the Borrower (which consent shall
not be unreasonably withheld; provided that such consent shall not be required
(a) in the case of an assignment or participation to a Lender or (b) in the case
of the Borrower's consent, if an Event of Default shall have occurred and be
continuing) and the giving of a written notice to the Agent and the Borrower.

            (b) Whenever in this Agreement any of the parties hereto is referred
to, such reference shall be deemed to include any successors and permitted
assigns of such party; and all covenants, promises and agreements by or on
behalf of the Borrower, the Agent or the Lenders that are contained in this
Agreement shall bind and inure to the benefit of their respective successors and
permitted assigns.

            (c) Notwithstanding the limitations set forth in this Section 9.03,
any Lender may at any time assign all or any portion of its rights under this
Agreement to a Federal Reserve Bank without the prior written consent of the
Borrower or the Agent; provided that no such assignment shall release a Lender
from any of its obligations hereunder or substitute any such Bank for such
Lender as a party hereto. In order to facilitate such an assignment to a Federal
Reserve Bank, the Borrower shall, at the request of the assigning Lender, duly
execute and deliver to the assigning Lender a promissory note or notes in the
form of Exhibit E hereto evidencing the Loans made to the Borrower by the
assigning Lender hereunder.

            SECTION 9.04. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

            SECTION 9.05. Waivers; Amendment. (a) No failure or delay of the
Agent or any Lender in exercising any power or right hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Agent and the Lenders
hereunder are cumulative and are not exclusive of any rights or remedies
provided by law. No waiver of any provision of this Agreement or consent to any
departure by the 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.

            (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Majority Lenders; provided, however, that
no such agreement shall (i) amend, modify or otherwise affect the rights or
duties of the Agent hereunder without the prior written consent of the Agent,
(ii) decrease the principal amount of, or extend the maturity of or any
scheduled principal payment date or date for the payment of any interest on any
Loan or any Fees, or waive or excuse any such payment or any part thereof, or
decrease the rate of interest on any Loan or any Fees, without the prior written
consent of each Lender affected thereby, (iii) change or extend

                                                                              43

the Commitment or decrease the Facility Fees or the Utilization Fee of any
Lender without the prior written consent of such Lender, or (iv) amend or modify
the provisions of Section 2.15, the provisions of this Section 9.05(b) or the
definition of "Majority Lenders" or "Required Lenders", without the prior
written consent of each Lender; provided that the provisions referred to in the
preceding clauses (ii), (iii) and (iv) may be amended by the Majority Lenders;
but any Lender which declines to approve any such amendment shall have the right
at any time, on 10 Business Days' notice to the Borrower, to terminate its
Commitment and require the Borrower to pay the principal of and interest on its
outstanding Loans and Fees, and the amount of the principal and interest so paid
shall be determined without giving effect to such amendment. All prepayments
made pursuant to this Section 9.05(b) shall be without premium, penalty or other
cost of any kind and shall not be subject to the requirements of Sections 2.15
and 2.12(d).

            (c) Following the expiration or termination of Commitments
hereunder, all amendments shall require, in addition to any approval required
under paragraph (b) above, the approval of Lenders representing at least a
majority of the aggregate principal amount of the Loans outstanding (or, in the
case of amendments to the provisions referred to in clauses (ii), (iii) and (iv)
of Section 9.05(b) above, all Lenders affected thereby).

            SECTION 9.06. Expenses; Indemnity. (a) The Borrower agrees to pay
(i) all reasonable out-of-pocket expenses incurred by the Agent and its
affiliates, including the reasonable fees, charges and disbursements of counsel
for the Agent, in connection with the syndication of the credit facilities
provided for herein, the preparation and administration of this Agreement or any
amendments, modifications or waivers (requested by or for the benefit of the
Borrower) of the provisions hereof, and (ii) all reasonable out-of-pocket
expenses incurred by the Agent or any Lender in connection with the enforcement
of its rights under this Agreement.

            (b) The Borrower agrees to indemnify the Agent, the Lenders, their
affiliates, and the respective directors, officers, employees and agents of such
persons (each such person being called an "Indemnitee") against, and to hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities
and related expenses, including reasonable counsel fees and expenses, arising
out of any claim, litigation, investigation or proceeding relating to (i) the
execution or delivery of this Agreement or the consummation of the transactions
contemplated hereby or (ii) the use by the Borrower of the proceeds of the
Loans; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses have resulted from the gross negligence or willful misconduct
of such Indemnitee or from the breach of any obligations of such Indemnitee set
forth in this Agreement.

            SECTION 9.07. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the applicable interest rate, together
with all fees and charges which are treated as interest under applicable law
(collectively the "Charges"), as provided for herein, or otherwise contracted
for, charged, received, taken or reserved by any Lender, shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by such Lender in accordance with applicable law,
the rate of interest payable hereunder to such Lender, together with all Charges
payable to such Lender, shall be limited to the Maximum Rate.

                                                                              44

            SECTION 9.08. Entire Agreement. This Agreement and the letter
agreement referred to in Section 2.06(c) constitute the entire contract between
the parties relative to the subject matter hereof. Any previous agreement among
the parties with respect to the subject matter hereof is superseded by this
Agreement. Nothing in this Agreement, expressed or implied, is intended to
confer upon any party other than the parties hereto any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

            SECTION 9.09. Information; Access and Confidentiality. So long as
any Commitments shall be in effect or any Loans shall remain unpaid: (i) the
Lenders, acting through their officers and other duly designated employees,
shall have the right to discuss the affairs, finances and accounts of the
Borrower and the Subsidiaries with senior financial officers and employees of
the Borrower at such reasonable times and intervals as the Lenders shall
reasonably request; and (ii) the Borrower will make available to the Lenders
such other information relating to the financial condition or business
operations of the Borrower and the Subsidiaries as the Lenders shall from time
to time reasonably request. Notwithstanding anything herein to the contrary, in
no event shall the Borrower be required to furnish to the Lenders any
information pursuant to this Section 9.09 if the Borrower shall reasonably
determine that the furnishing of such requested information would be in
violation of any applicable law, regulation or order of any Governmental Body or
if such information relates to the Borrower's strategic planning, research,
development, testing, manufacturing or marketing activities and the furnishing
thereof would, in the sole judgment of the Borrower reasonably exercised,
adversely affect the competitive position of the Borrower. Each Lender agrees
that all such information provided to such Lender (or any officer or employee of
such Lender) is confidential and proprietary to the Borrower and that such
Lender will not disclose (other than to the directors, officers and employees of
such Lender who require such information in connection with such Lender's
administration of this Agreement and who have been directed to treat such
information as confidential and proprietary to the Borrower and other than to
bank examiners with jurisdiction over such Lender who request such information)
any such information (excluding information which becomes (i) generally
available to the public other than as a result of the disclosure thereof by such
Lender or its representatives or (ii) available to such Lender on a
non-confidential basis from a source other than the Borrower or the Subsidiaries
or any of their respective directors, officers, employees, agents or
representatives, provided such source is not known to such Lender to be bound by
a confidentiality agreement with the Borrower), except to the extent such Lender
is, in the opinion of legal counsel to such Lender, required by law to disclose
such information and then only after such Lender shall have given the Borrower
at least five (5) days' prior written notice of such required disclosure or, if
such prior notice period is not available to such Lender under applicable law,
such shorter notice period, if any, as shall in fact be available to such Lender
under applicable law.

            SECTION 9.10. Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the legal and economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

                                                                              45

            SECTION 9.11. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract, and shall become
effective as provided in Section 9.03.

            SECTION 9.12. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

            SECTION 9.13. Jurisdiction; Consent to Service of Process. (a) Each
party to this Agreement irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, 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
related hereto, 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. Nothing in this Agreement shall affect
any right that any party may otherwise have to bring any action or proceeding
relating to this Agreement in the courts of any jurisdiction.

            (b) Each party to this Agreement 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 New
York State or Federal court. 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.

            (c) 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 9.14. Stamp Taxes. The Borrower agrees to pay, and to save
the Agent and each Lender harmless from all liability for, any stamp, transfer,
documentary or similar taxes, assessments or charges (herein "Stamp Taxes"), and
any penalties or interest with respect thereto, which may be assessed, levied,
collected or imposed, or otherwise become payable, in connection with the
execution and delivery of this Agreement. The Agent and each Lender represents
and warrants unto the Borrower that, at the date of this Agreement, there are
not Stamp Taxes in effect which are applicable to this Agreement or any Loans
which may be made hereunder and the Agent and each Lender agrees that it will
promptly notify the Borrower upon becoming aware of the imposition or
prospective imposition of any Stamp Taxes in respect of this Agreement or any
Loan made pursuant to this Agreement. The obligations of the Borrower, the Agent
and each Lender under this Section 9.14 shall survive the payment of the Loans.

            SECTION 9.15. 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

                                                                              46

THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

            SECTION 9.16. Change of Control Option. (a) In the event there shall
occur any Change of Control (as defined below) each Lender shall have the right,
at its option exercisable at any time within six months following the Change
Date (as defined below), to require the Borrower to purchase the Loans of such
Lender on the Purchase Date (as defined below) at a purchase price which shall
be equal to the sum of (i) the principal amount of such Loans then outstanding,
plus (ii) any and all accrued and unpaid interest on such Loans and Fees to the
Purchase Date (the "Purchase Price").

            (b) The Borrower shall give the Lenders, through the Agent, written
notice of the occurrence of a Change of Control within five Business Days
following the Change Date. No failure of the Borrower to give notice of a Change
of Control shall limit the right of any Lender to require the purchase of its
Loans pursuant to this Section 9.16.

            (c) Any Lender may exercise its right to require the purchase of its
Loans under this Section 9.16 by delivering to the Borrower at any time within
six months after the Change Date written notice thereof, specifying the Purchase
Date. The Commitment of any Lender exercising its right to require the purchase
of its Loans under this Section 9.16 shall automatically terminate immediately
upon the Borrower's receipt of such Lender's written notice of such exercise of
its option in accordance with this Section 9.16.

            (d) In the event of the exercise by any Lender of its option under
this Section 9.16 in the manner provided herein, the Borrower shall pay or cause
to be paid to such Lender on the Purchase Date the Purchase Price (determined in
accordance with paragraph (a) above) in immediately available funds. No exercise
of the option granted in this Section 9.16 shall be subject to the requirements
of Sections 2.15 and 2.12(d).

            (e) As used in this Section 9.16, the term:

            (1) "Change Date" means the date on which any Change of Control
      shall be deemed to have occurred; provided, that, if the Borrower shall
      fail to give timely notice of the occurrence of a Change of Control to the
      Lenders as provided in paragraph (b) above, for the purpose of determining
      the duration of the Lenders' rights to require prepayment under this
      Section 9.16, "Change Date" shall mean the earlier of (i) the date on
      which notice of a Change of Control is duly given by the Borrower to the
      Agent or (ii) with respect to any Lender, the date on which such Lender
      obtains actual knowledge of the Change of Control.

            (2) "Change of Control" means when, and shall be deemed to have
      occurred at such time as, a "person" or "group" (within the meaning of
      Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the "beneficial
      owner" (as

                                                                              47

      defined in Rule 13d-3 under the Exchange Act) of more than 50% of the then
      outstanding Voting Stock of the Borrower; provided, that fifty percent
      shall become 70% with respect to any "employee benefit plan" (as defined
      in Section 3(3) of ERISA) maintained by the Borrower or any Subsidiary or
      any trust or funding vehicle maintained for or pursuant to such "employee
      benefit plan".

            (3) "Purchase Date" means, with respect to any Lender, the date on
      which the Borrower shall purchase the Loans of such Lender pursuant to the
      exercise by such Lender of its option under this Section 9.16, pursuant to
      a notice given to the Borrower in accordance with paragraph (c) of this
      Section 9.16, which date shall be a Business Day not less than 90 nor more
      than 120 days after the date such Lender gives the Borrower written notice
      of such exercise.

            (4) "Voting Stock" shall mean capital stock of the Borrower of any
      class or classes (however designated) the holders of which are ordinarily,
      in the absence of contingencies, entitled to vote for the election of the
      Board of Directors of the Borrower, it being understood that, at the date
      hereof, the Common Stock, without par value, of the Borrower is the only
      outstanding class of capital stock of the Borrower which constitutes
      "Voting Stock".

            IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders 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/ Stephanie W. Bergeron
                                      -------------------------------
                                      Name: Stephanie W. Bergeron
                                      Title: Senior Vice President

                                      JPMORGAN CHASE BANK, individually and as
                                      Agent,

                                      by
                                      /s/ Julie S. Long
                                      -------------------------------
                                      Name: Julie S. Long
                                      Title: Vice President

                                      SIGNATURE PAGE TO THE
                                      AMENDED AND RESTATED
                                      364-DAY REVOLVING CREDIT
                                      AGREEMENT DATED AS OF
                                      AUGUST 13, 2002, among THE
                                      GOODYEAR TIRE & RUBBER
                                      COMPANY, THE LENDERS AND
                                      JPMORGAN CHASE BANK, as
                                      Agent.

Name of Institution:                  BANK ONE, NA

                                      by

                                      /s/ Michael B. Kelly
                                      -------------------------------
                                      Name: Michael B. Kelly
                                      Title:  Associate


                                      BANK OF AMERICA, N.A.

                                      by

                                      /s/  Matthew J. Reilly
                                      -------------------------------
                                      Name: Matthew J. Reilly
                                      Title: Vice President


                                      BNP PARIBAS

                                      by

                                      /s/ Rosalie C. Hawley
                                      -------------------------------
                                      Name: Rosalie C. Hawley
                                      Title: Director

                                      by

                                      /s/ Peter Labrie
                                      -------------------------------
                                      Name: Peter Labrie
                                      Title: Central Region Manager

                                      CIBC INC.

                                      by

                                      /s/ Dominic J. Sorresso
                                      -------------------------------
                                      Name: Dominic J. Sorresso
                                      Title: Executive Director
                                             CIBC World Markets Corp., as Agent

                                      CITICORP USA, INC.

                                      by

                                      /s/ Brian Y. Ike
                                      -------------------------------
                                      Name: Brian Y. Ike
                                      Title: Director

                                      COMMERZBANK
                                      AKTIENGESELLSCHAFT NEW YORK
                                      AND GRAND CAYMAN BRANCHES

                                      by

                                      /s/ Graham A. Warning
                                      -------------------------------
                                      Name: Graham A. Warning
                                      Title: Assistant Treasurer

                                      by

                                      /s/ John Marlatt
                                      -------------------------------
                                      Name: John Marlatt
                                      Title: Senior Vice President

                                      BANK OF TOKYO-MITSUBISHI TRUST
                                      COMPANY

                                      by

                                      /s/ J. Stanton
                                      -------------------------------
                                      Name: J. Stanton
                                      Title: Vice President

                                      CREDIT SUISSE FIRST BOSTON -
                                      CAYMAN ISLANDS BRANCH

                                      by

                                      /s/ Robert Hetu
                                      -------------------------------
                                      Name: Robert Hetu
                                      Title: Director

                                      by

                                      /s/ Mark Heron
                                      -------------------------------
                                      Name: Mark Heron
                                      Title: Associate


                                      DEUTSCHE BANK SECURITIES INC.

                                      by

                                      /s/ Dr. Michael C. Dietz
                                      -------------------------------
                                      Name: Dr. Michael C. Dietz
                                      Title: Director

                                      by

                                      /s/ Hans-Josef Thiele
                                      -------------------------------
                                      Name: Hans-Josef Thiele
                                      Title: Director

                                      SUMITOMO MITSUI BANKING
                                      CORPORATION

                                      by

                                      /s/ Edward D. Henderson, Jr.
                                      -------------------------------
                                      Name: Edward D. Henderson, Jr.
                                      Title: Joint General Manager


                                      ABN AMRO BANK N.V.

                                      by

                                      /s/ David C. Sagers
                                      -------------------------------
                                      Name:  David C. Sagers
                                      Title: Group Vice President

                                      by

                                      /s/ John J. Mack
                                      -------------------------------
                                      Name: John J. Mack
                                      Title: Group Vice President

                                      BANCA NAZIONALE DEL LAVORO
                                      S.P.A., NEW YORK BRANCH

                                      by

                                      /s/ Francesco DiMario
                                      -------------------------------
                                      Name: Francesco DiMario
                                      Title: Vice President

                                      by

                                      /s/ Carlo Vecchi
                                      -------------------------------
                                      Name: Carlo Vecchi
                                      Title: Senior Vice President


                                      BARCLAYS BANK PLC

                                      by

                                      /s/ Nicholas Bell
                                      -------------------------------
                                      Name: Nicholas Bell
                                      Title: Director

                                      WACHOVIA BANK, NATIONAL
                                      ASSOCIATION

                                      by

                                      /s/ Stephen J. Hyde
                                      -------------------------------
                                      Name: Stephen J. Hyde
                                      Title: Associate

                                      SOCIETE GENERALE

                                      by

                                      /s/ Anne-Marie Dumortier
                                      -------------------------------
                                      Name: Anne-Marie Dumortier
                                      Title: Vice President

                                      CREDIT LYONNAIS NEW YORK
                                      BRANCH

                                      by

                                      /s/ Lee E. Greve
                                      -------------------------------
                                      Name: Lee E. Greve
                                      Title: First Vice President

                                      KEYBANK NATIONAL ASSOCIATION

                                      by

                                      /s/ Michael J. Vegh
                                      -------------------------------
                                      Name: Michael J. Vegh
                                      Title: Portfolio Manager


                                      NATIONAL CITY BANK

                                      by

                                      /s/ Janice E. Focke
                                      -------------------------------
                                      Name: Janice E. Focke
                                      Title: Senior Vice President

                                      THE NORTHERN TRUST COMPANY

                                      by

                                      /s/ Craig L. Smith
                                      -------------------------------
                                      Name: Craig L. Smith
                                      Title: Vice President

                                      STANDARD CHARTERED BANK

                                      by

                                      /s/ Larry Fitzgerald
                                      -------------------------------
                                      Name: Larry Fitzgerald
                                      Title: Vice President

                                      by

                                      /s/ Vijayant K. Jain
                                      -------------------------------
                                      Name: Vijayant K. Jain
                                      Title: Asst. Vice President

EX-4.3

                                                                     Exhibit 4.3

                                                                  Execution Copy

                  SECOND AMENDMENT dated as of August 13, 2002 (this
            "Amendment"), to the Term Loan Agreement dated as of March 30, 2001,
            as amended (the "Term Loan Agreement"), among THE GOODYEAR TIRE &
            RUBBER COMPANY, an Ohio corporation (the "Borrower"); the lenders
            party thereto (together with their successors and permitted assigns
            thereunder, the "Lenders"); JPMORGAN CHASE BANK (formerly known as
            The Chase Manhattan Bank), a New York banking corporation, as
            administrative agent for the Lenders (in such capacity, the
            "Administrative Agent"); and JPMORGAN CHASE INTERNATIONAL LIMITED,
            as London agent for the Lenders (the "London Agent").

      WHEREAS, pursuant to the terms and conditions of the Term Loan Agreement,
the Lenders have agreed to make certain loans to the Borrower; and

      WHEREAS, the Borrower has requested that certain provisions of the Term
Loan Agreement be modified in the manner provided for in this Amendment, and the
Lenders are willing to agree to such modifications on the terms and conditions
set forth herein.

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

      1. Defined Terms. Capitalized terms used and not defined herein shall have
the meanings given to them in the Term Loan Agreement, as amended hereby.

      2. Amendment to Section 1.01 of the Term Loan Agreement. (a) The
definition of "Applicable Spread" in Section 1.01 is hereby amended by deleting
in its entirety the table set forth therein and inserting in its place the
following table:



INDEX DEBT                EUROCURRENCY
RATINGS                   SPREAD                     CD SPREAD                ABR SPREAD
                                                                     
Category 1                1.250%                     1.375%                   0.250%
BBB/Baa2 or
higher

Category 2                1.500%                     1.625%                   0.500%
BBB-/Baa3

Category 3                1.750%                     1.875%                   0.750%
BB+/Ba1


                                                                               2




INDEX DEBT                EUROCURRENCY
RATINGS                   SPREAD                     CD SPREAD                ABR SPREAD
                                                                     
Category 4                2.00%                      2.125%                   1.000%
lower than
BB+/Ba1 or
unrated


      (b) Clause (i) of the text immediately following such table in the
definition of "Applicable Spread" is hereby amended by deleting the text
"Category 3" and replacing it with the text "Category 4".

      (c) The definition of "Consolidated Financial Statements of the Borrower"
in Section 1.01 is hereby amended by deleting the text "2000 and 1999" and
replacing it with the text "2001 and 2000" and by deleting the text "December
31, 2000" immediately after the text "in the period ended" and replacing it with
the text "December 31, 2001" and by deleting the text "December 31, 2000"
immediately after the text "for the year ended" and replacing it with the text
"December 31, 2001".

      (d) The definition of "Reuter System" in Section 1.01 is hereby deleted
and replaced with the following text:

      "Reuter System" shall mean the Reuter Monitor Money Rates Service.

      (e) The definition of "Supplemental Amount" in Section 1.01 is hereby
amended by deleting the text "$3,800,000,000" and replacing it with the text
"the Consolidated Net Worth of Borrower as at June 30, 2002".

      (f) Section 1.01 of the Term Loan Agreement is hereby amended by adding
the defined terms "Attributable Debt", "Domestic Subsidiary" and "Sale-Leaseback
Transaction" in the appropriate alphabetical order to read in their entirety as
follows:

      "Attributable Debt" means, with respect to any Sale-Leaseback Transaction,
the present value (discounted at a rate equal to the prevailing yield at the
date such Sale-Leaseback Transaction is entered into on United States Treasury
obligations having a maturity substantially equal to the term of the lease
included in such Sale-Leaseback Transaction plus 3% per annum) of the total
obligations of the lessee for rental payments (other than amounts required to be
paid on account of taxes, maintenance, repairs, insurance, assessments,
utilities, operating and labor costs

                                                                               3


and other items which do not constitute payments for property rights or amounts
related to contingent rents (such as those based on sales)) 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 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) or the Attributable Debt determined assuming
no such termination.

      "Domestic Subsidiary" shall mean any Subsidiary incorporated or organized
in, or engaged (directly or through its subsidiaries) primarily in business in,
the United States of America, any state, territory or possession thereof or the
District of Columbia.

      "Sale-Leaseback Transaction" means any arrangement whereby the Borrower or
a Domestic Subsidiary shall sell or transfer any property, real or personal,
used or useful in its business, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property that it intends to use
for substantially the same purpose or purposes as the property sold or
transferred.

      3. Amendment to Article V of the Term Loan Agreement. (a) Clause (c)(i) of
Article V of the Term Loan Agreement is hereby amended by deleting the text "(a)
and (b)" immediately before the text "of Article VI" and replacing it with the
text "(a), (b), (c) and (d)".

      (b) Clause (c)(ii) of Article V of the Term Loan Agreement is hereby
amended by deleting the text "(a) and (b)" immediately before the text "of
Article VI" and replacing it with the text "(a), (b), (c) and (d)".

      (c) Clause (d) of Article V of the Term Loan Agreement is hereby amended
by deleting the text "(c)" and replacing it with the text "(e)".

      (d) Clause (e) of Article V of the Term Loan Agreement is hereby amended
by inserting the text "Amended and Restated" immediately before the text
"364-Day" and "Five-Year Revolving", respectively, and deleting the two
instances of the text "August 15, 2000" and replacing them with the text "August
13, 2002".

                                                                               4


      4. Amendment to Article VI of the Term Loan Agreement. (i) Article VI of
the Term Loan Agreement is hereby amended by deleting the text "(c)" and
replacing it with the text "(e)", deleting the text "(d)" and replacing it with
the text "(f)" and deleting the text "(e)" and replacing it with the text "(g)"
and (ii) Article VI of the Term Loan Agreement is hereby amended by adding the
following text immediately after clause (b):

      "(c) Limitation on Secured Debt of Borrower and Domestic Subsidiaries.
Issue, incur, assume or guarantee, or permit any Domestic Subsidiary to issue,
incur, assume or guarantee, Debt secured by a Lien or Liens upon any assets
other than property or other assets constituting Manufacturing Facilities or
accounts receivable (and related rights including, without limitation, rights to
return merchandise) ("Designated Secured Debt") if, immediately after giving
effect to the issuance, incurrence, assumption or guarantee of such Debt and
after giving effect to the receipt and application of any and all proceeds
thereof, the aggregate principal amount of the Designated Secured Debt of the
Borrower and the Domestic Subsidiaries would exceed $100,000,000.

      (d) Limitation on Sale-Leaseback Transactions and Debt of Domestic
Subsidiaries. Permit the sum of (i) the aggregate principal amount of the Debt
of Domestic Subsidiaries, other than Debt secured by a Lien or Liens upon
property or assets constituting Manufacturing Facilities or accounts receivable
(and related rights, including, without limitation, rights to returned
merchandise) and (ii) the aggregate Attributable Debt in connection with all
Sale-Leaseback Transactions of the Borrower and the Domestic Subsidiaries to
exceed $400,000,000 at any time.

      5. Amendment to Article VII of the Term Loan Agreement. (a) Article VII of
the Term Loan Agreement is hereby amended by deleting the text "(g)" and
replacing it with the text "(h)" and deleting the text "(h)" and replacing it
with the text "(i)".

      (b) clause (d) of Article VII is hereby amended by adding the text ",(c)
or (d)" immediately after the text "paragraph (b)".

      (c) Article VII of the Term Loan Agreement is hereby amended by inserting
the following text after clause (f):

                                                                               5


      "(g) Any event shall occur that shall constitute an event of default under
any cross-default or cross- acceleration provision contained in any agreement or
instrument governing or evidencing Funded Debt of the Borrower which is then
outstanding in a principal amount in excess of $25,000,000 if such provision
permits the lawful acceleration of such Funded Debt under circumstances that
would not constitute an Event of Default pursuant to clause (f) above; or"

      (d) Article VII of the Term Loan Agreement is hereby amended by deleting
the text "(h)" at the end of clause (i) and replacing it with the text "(i)".

      6. Amendment to Article IX of the Term Loan Agreement. (a) Clause (a) (ii)
of Section 9.03 of the Term Loan Agreement is hereby amended by deleting the
text "and giving a written notice also signed by the Borrower)" and replacing it
with the following text:

      "(which consent shall not be unreasonably withheld; provided that such
consent shall not be required (a) in the case of an assignment or participation
to a Lender or (b) if an Event of Default shall have occurred and be continuing)
and the giving of a written notice (also signed by the Borrower where the
Borrower's consent is required)".

      (b) Article IX of the Term Loan Agreement is hereby amended by deleting
the text "SECTION 9.15" and replacing it with the text "SECTION 9.16".

      (c) Article IX of the Term Loan Agreement is hereby amended by adding the
following text immediately after the text of SECTION 9.14:

                  SECTION 9.15. 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 (WHETHER
            BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
            CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
            PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
            WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
            WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
            HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG

                                                                               6


            OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      7. Name Change. Simultaneously with the effectiveness of this Amendment,
the Term Loan Agreement shall be amended to change each reference to "The Chase
Manhattan Bank" in such Term Loan Agreement to "JPMorgan Chase Bank".

      8. No Other Amendments or Waivers; Confirmation. Except as expressly
amended hereby, the provisions of the Term Loan Agreement are and shall remain
in full force and effect. Nothing herein shall be deemed to entitle the Borrower
to a consent to, or a waiver, amendment, modification or other change of, any of
the terms, conditions, obligations, covenants or agreements contained in the
Term Loan Agreement in similar or different circumstances.

      9. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that, as of the date
hereof:

      (a) No Event of Default has occurred and is continuing.

      (b) The execution, and delivery of this Amendment and performance of the
Term Loan Agreement as amended hereby by the Borrower have been duly authorized
by all necessary corporate and other action and do not and will not require any
registration with, consent or approval of, notice to or action by, any Person
(including any Governmental Body) in order to be effective and enforceable.

      (c) The Term Loan Agreement as amended by this Amendment constitutes the
legal, valid and binding obligation of the Borrower, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

      (d) All representations and warranties of the Borrower set forth herein,
and the representations and warranties of the Borrower set forth in clauses (a)
through (h), inclusive, of Article III of the Term Loan Agreement are true and
correct in all material respects on and as of the date hereof.

                                                                               7


      10. Conditions Precedent to Effectiveness. This Amendment shall become
effective as of and with effect from the date hereof, subject to (a) the receipt
by the Administrative Agent of (i) counterparts hereof duly executed and
delivered by the Borrower and the Majority Lenders, (ii) a certificate of an
officer of the Borrower to the effect that the representations and warranties
set forth in paragraph 9 hereof are true and correct, (iii) a certificate of the
Secretary or an Assistant Secretary of the Borrower certifying the names and the
signatures of the Authorized Officers and (iv) an opinion of the General
Counsel, an Associate General Counsel or the Assistant General Counsel of the
Borrower addressed to the Lenders and the Administrative Agent substantially in
the form of Exhibit A hereto, (b) the Borrower's Amended and Restated 364-Day
Credit Agreement dated as of the date hereof shall have been entered into by the
Borrower and the Agent and the Lenders named therein, and (c) the Borrower's
Amended and Restated Five-Year Revolving Credit Agreement dated as of the date
hereof shall have been entered into by the Borrower and the Agent and the
Majority Lenders named therein.

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

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

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

                                                                               8


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

                                  THE GOODYEAR TIRE & RUBBER COMPANY,

                                       by /s/ Stephanie W. Bergeron
                                         ---------------------------------------
                                         Name: Stephanie W. Bergeron
                                         Title: Senior Vice President

                                  JPMORGAN CHASE BANK, individually
                                  and as Administrative Agent,

                                       by  /s/ Julie S. Long
                                         ---------------------------------------
                                         Name: Julie S. Long
                                         Title: Vice President


                                         SIGNATURE PAGE TO THE AMENDED AND
                                         RESTATED FIVE-YEAR REVOLVING CREDIT
                                         AGREEMENT DATED AS OF AUGUST 13, 2002,
                                         among THE GOODYEAR TIRE & RUBBER
                                         COMPANY, THE LENDERS AND JPMORGAN CHASE
                                         BANK, as Agent.

          Name of Institution:           BANCA NAZIONALE DEL LAVORO S.p.A.,
                                         New York Branch

                                         by

                                         /s/ Francesco DiMario
                                         --------------------------------------
                                         Name: Francesco DiMario
                                         Title:  Vice President


                                         by

                                         /s/ Carlo Vecchi
                                         --------------------------------------
                                         Name: Carlo Vecchi
                                         Title:  Senior Vice President


                                         BANK OF AMERICA, N.A.

                                         by

                                         /s/  Matthew J. Reilly
                                         --------------------------------------
                                         Name: Matthew J. Reilly
                                         Title: Vice President


                                         THE BANK OF NEW YORK

                                         by

                                         /s/  John M. Lokay, Jr.
                                         --------------------------------------
                                         Name: John M. Lokay, Jr.
                                         Title: Vice President


                                         BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                                         by

                                         /s/ J. Stanton
                                         --------------------------------------
                                         Name: J. Stanton
                                         Title: Vice President


                                         BNP PARIBAS

                                         by

                                         /s/ Rosalie C. Hawley
                                         --------------------------------------
                                         Name: Rosalie C. Hawley
                                         Title: Director

                                         by

                                         /s/ Peter Labrie
                                         --------------------------------------
                                         Name: Peter Labrie
                                         Title: Central Region Manager

                                         CIBC INC.

                                         by

                                         /s/ Dominic J. Sorresso
                                         --------------------------------------
                                         Name: Dominic J. Sorresso
                                         Title: Executive Director
                                                CIBC World Markets Corp.,
                                                  as Agent


                                         CITICORP USA, INC.

                                         by

                                         /s/ Brian Y. Ike
                                         --------------------------------------
                                         Name: Brian Y. Ike
                                         Title: Director


                                         COMMERZBANK AKTIENGESELLSCHAFT
                                         NEW YORK AND GRAND CAYMAN BRANCHES

                                         by

                                         /s/ Graham A. Warning
                                         --------------------------------------
                                         Name: Graham A. Warning
                                         Title: Assistant Treasurer

                                         by

                                         /s/ John Marlatt
                                         --------------------------------------
                                         Name: John Marlatt
                                         Title: Senior Vice President

                                         CREDIT LYONNAIS
                                         NEW YORK BRANCH

                                         by

                                         /s/ Lee E. Greve
                                         --------------------------------------
                                         Name: Lee E. Greve
                                         Title: First Vice President


                                         CREDIT SUISSE FIRST BOSTON

                                         by

                                         /s/ Robert Hetu
                                         --------------------------------------
                                         Name: Robert Hetu
                                         Title: Director

                                         by

                                         /s/ Mark Heron
                                         --------------------------------------
                                         Name: Mark Heron
                                         Title: Associate

                                         DEUTSCHE BANK SECURITIES INC.

                                         by

                                         /s/ Dr. Michael C. Dietz
                                         --------------------------------------
                                         Name: Dr. Michael C. Dietz
                                         Title: Director

                                         by

                                         /s/ Hans-Josef Thiele
                                         --------------------------------------
                                         Name: Hans-Josef Thiele
                                         Title: Director




                                         DRESDNER BANK AG, NEW YORK
                                         AND GRAND CAYMAN BRANCHES

                                         by

                                         /s/ Deborah Carlson
                                         --------------------------------------
                                         Name: Deborah Carlson
                                         Title: Director

                                         by

                                         /s/ Stephen Kovach
                                         --------------------------------------
                                         Name: Stephen Kovach
                                         Title: Vice President

                                         IBK CAPITAL CORPORATION

                                         by

                                         /s/ David Snyder
                                         --------------------------------------
                                         Name: David Snyder
                                         Title: President

                                         INTESABCI
                                         New York Branch

                                         by

                                         /s/ F. Maffei
                                         --------------------------------------
                                         Name: F. Maffei
                                         Title: VP

                                         by

                                         /s/ J. Dickerhof
                                         --------------------------------------
                                         Name: J. Dickerhof
                                         Title: VP

                                         KBC BANK, N.V.

                                         by

                                         /s/ Robert Snauffer
                                         --------------------------------------
                                         Name: Robert Snauffer
                                         Title: First Vice President



                                         by

                                         /s/ William Cavanaugh
                                         --------------------------------------
                                         Name: William Cavanaugh
                                         Title: Vice President


                                         KEYBANK NATIONAL ASSOCIATION

                                         by

                                         /s/ Michael J. Vegh
                                         --------------------------------------
                                         Name: Michael J. Vegh
                                         Title: Portfolio Manager

                                         MIZUHO CORPORATE BANK, LTD.

                                         by

                                         /s/ Hideki Shirato
                                         --------------------------------------
                                         Name: Hideki Shirato
                                         Title: Deputy General Manager and Group
                                                Head

                                         THE NORTHERN TRUST COMPANY

                                         by

                                         /s/ Craig L. Smith
                                         --------------------------------------
                                         Name: Craig L. Smith
                                         Title: Vice President

                                         ROYAL BANK OF CANADA

                                         by

                                         /s/ Gordon C. MacArthur
                                         --------------------------------------
                                         Name: Gordon C. MacArthur
                                         Title: Senior Manager

                                         SOCIETE GENERALE

                                         by

                                         /s/ Anne-Marie Dumortier
                                         --------------------------------------
                                         Name: Anne-Marie Dumortier
                                         Title: Vice President

                                         SUMITOMO MITSUI BANKING
                                         CORPORATION

                                         by

                                         /s/ Edward D. Henderson, Jr.
                                         --------------------------------------
                                         Name: Edward D. Henderson, Jr.
                                         Title: Joint General Manager

                                         WACHOVIA BANK, NATIONAL ASSOCIATION
                                         (F/K/A FIRST UNION NATIONAL BANK)

                                         by

                                         /s/ Stephen J. Hyde
                                         --------------------------------------
                                         Name: Stephen J. Hyde
                                         Title: Associate

EX-10.1

                                                                    EXHIBIT 10.1

                 HOURLY AND SALARIED EMPLOYEES STOCK OPTION PLAN
                                       OF
                       THE GOODYEAR TIRE & RUBBER COMPANY
                         (AS AMENDED SEPTEMBER 30, 2002)

1.       GENERAL PROVISIONS.

         (a)      ADOPTION; EFFECTIVE DATE. The Plan has been adopted by the
                  Board of Directors of The Goodyear Tire & Rubber Company on
                  and effective as of December 4, 2000.

         (b)      PURPOSE. The purpose of the Plan is to grant options to
                  purchase shares of the Common Stock of the Company to selected
                  hourly and non-executive salaried employees of the Company and
                  its domestic subsidiaries, thereby strengthening the common
                  interests of the shareholders of the Company and such
                  employees in the long term growth, profitability and success
                  of the Company.

         (c)      TERM. The Plan shall remain in effect until December 31, 2002,
                  unless sooner terminated by the Board of Directors.
                  Termination of the Plan shall not affect stock options granted
                  under the Plan which are then outstanding.

2.       DEFINITIONS. For the purposes of the Plan, the following terms shall
         have the following meanings.

         (a) "BARGAINING AGREEMENT" means the Agreement, dated effective October
         25, 2000, together with the Supplemental Agreement relating to Local
         307, among the Company, the United Steelworkers of America,
         A.F.L.-C.I.O.-C.L.C. and its Local 307, as amended and in effect.

         (b) "BOARD OF DIRECTORS" means the Board of Directors of the Company.

         (c) "CODE" means the Internal Revenue Code of 1986, as amended and in
         effect from time to time, or any successor statute thereto, together
         with the published rulings, regulations and interpretations duly
         promulgated thereunder.

         (d) "COMMON STOCK" means the Common Stock, without par value, of the
         Company, or any security issued by the Company in substitution or
         exchange therefore or in lien thereof.

         (e) "COMPANY" means The Goodyear Tire & Rubber Company, an Ohio
         corporation, or any successor corporation.

         (f) "EMPLOYEE" means (a) any individual who is a hourly employee not
         represented by a union, or a salaried employee other than an officer or
         other executive, of an Employer who is on the active payroll of an
         Employer at the relevant time; and (b) any member of

                                      -1-





         Local 307 of the United Steelworkers of America, A.F.L.-C.I.O.-C.L.C.
         who, at September 30, 2002, (i) is a full-time employee of the Company
         at its Topeka, Kansas plant on its active payroll or on Layoff or Leave
         of Absence and (ii) has Seniority Status.

         (g) "EMPLOYER" means the Company and/or any domestic subsidiary of the
         Company.

         (h) "FAIR MARKET VALUE" means, in respect of any date on or as of which
         a determination thereof is being or to be made, the average of the high
         and low per share sale prices of the Common Stock reported on the New
         York Stock Exchange Composite Transaction tape on such date, or, if the
         Common Stock was not traded on such date, on the next day on which
         sales of the shares of the common Stock were reported on the New York
         Stock Exchange Composite Transactions tape.

         (i) "GRANTEE" means any Employee who is granted a Stock Option under
         the Plan and has entered into a grant agreement with respect to such
         Stock Option and such Stock Option remains outstanding.

         (j) "LAYOFF" means, with respect to any Bargaining Unit Employee, a
         layoff with recall rights as described at Section 1(a) of Article X of
         the Bargaining Agreement.

         (k) "LEAVE OF ABSENCE" means, with respect to any Bargaining Unit
         Employee, a Leave of Absence authorized by the Employer as provided for
         by Section 1(b) of Article X of the Bargaining Agreement.

         (l) "PLAN" means this Hourly and Salaried Employees Stock Option Plan
         of The Goodyear Tire & Rubber Company.

         (m) "RETIREMENT" shall, for the purposes of this Plan, be deemed to
         have occurred when an Employee ceases to be an Employee of an Employer
         and is entitled to receive a Normal Retirement Pension, a Disability
         Retirement Pension or an Early Retirement Pension in accordance with
         the applicable provisions of the relevant pension plan of such
         Employee's Employer under which such Employee may be entitled to
         benefits.

         (n) "STOCK OPTION" means any option to purchase shares of Common Stock
         granted pursuant to the provisions of the Plan, each of which shall be
         a nonstatutory stock option not governed by Section 421 or 422 of the
         Code.

3.       SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

         (a)      NUMBER OF SHARES ISSUABLE UNDER THE PLAN. The maximum number
                  of shares of Common Stock which may be issued pursuant to the
                  Plan, subject to adjustment as provided in Section 3(b) of the
                  Plan, shall be six-hundred thousand (600,000). The shares of
                  Common Stock which may be issued under the Plan may be
                  authorized and unissued shares or issued shares which have
                  been reacquired by the Company. No fractional share of the
                  Common Stock shall be issued under the Plan. Any fractional

                                      -2-





                  share of Common Stock shall be settled in cash at the Fair
                  Market Value thereof on the relevant date.

         (b)      ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event of
                  any change in the capital structure, capitalization or Common
                  Stock of the Company, such as a stock dividend, stock split,
                  recapitalization, merger, consolidation, split-up, combination
                  or exchange of shares of other form of reorganization, or any
                  other change affecting the Common Stock, such proportionate
                  adjustments, if any, as the Board of Directors in its
                  discretion may deem appropriate to reflect such change shall
                  be made with respect to: (i) the maximum number of shares of
                  Common Stock which may be (1) issued pursuant to the Plan, and
                  (2) the subject of, or issued pursuant to, any Stock Option
                  granted pursuant to the Plan; (ii) the number of shares of
                  Common Stock subject to any outstanding Stock Option; (iii)
                  the per share exercise price in respect of any outstanding
                  Stock Option; and (iv) any other term or condition of any
                  Stock Option affected by any such change.


4.       ADMINISTRATION.

         (a)      THE COMMITTEE. The Plan shall be administered by a committee
                  (the "Committee") to be appointed from time to time by the
                  Board of Directors. The Committee shall be comprised of at
                  least five members. Members of the Committee shall serve at
                  the pleasure of the Board of Directors. The Board of Directors
                  may from time to time remove members from, or add members to,
                  the Committee. A majority of the members of the Committee
                  shall constitute a quorum for the transaction of business and
                  the act of a majority of the members present at any meeting at
                  which a quorum is present shall be the act of the Committee.
                  Any one or more members of the Committee may participate in a
                  meeting by conference telephone or similar means where all
                  persons participating in the meeting can hear and speak to
                  each other, which participation shall constitute presence in
                  person at such meeting. Action approved in writing by a
                  majority of the members of the Committee then serving shall be
                  fully as effective as if the action had been taken by
                  unanimous vote at a meeting duly called and held. The Company
                  shall grant Stock Options under the Plan in accordance with
                  the terms and conditions specified by the Board of Directors,
                  which terms and conditions shall be set forth in grant
                  agreements and/or other instruments in such forms as the Board
                  of Directors shall approve.

         (b)      COMMITTEE POWERS. The Committee shall have full power and
                  authority to administer the Plan in accordance with its terms.
                  The powers of the Committee include, but are not limited to,
                  the power to: (i) identify to the Board of Directors Employees
                  to receive Stock Options; (ii) construe and interpret the Plan
                  and all Stock Option grant agreements and make any
                  determination of fact incident to the operation of the Plan;
                  (iii) promulgate, amend and rescind rules and regulations
                  relating to the implementation, operation and administration
                  of the Plan; (iv) delegate to other persons the responsibility
                  for performing administrative or ministerial acts in
                  furtherance of the Plan; (v) engage the services of persons
                  and firms in furtherance of

                                      -3-





         the Plan's activities; and (vi) make all other determinations and take
         all other actions as the Committee may deem necessary or advisable for
         the administration of the Plan.

         (c)      COMMITTEE'S DECISIONS FINAL. Any determination, decision or
                  action of the Committee in connection with the construction,
                  interpretation, administration or application of the Plan, and
                  of any Stock Option grant agreement, shall be final,
                  conclusive and binding upon all Grantees, and all persons
                  claiming through Grantees, affected thereby.

5.       STOCK OPTIONS.

         All Stock Options granted under the Plan shall be non-qualified options
         under the Code and shall be subject to and governed by the terms and
         conditions of Sections 6, 7, 8, 9 and 11 of the Plan and shall contain
         such additional terms and conditions, not inconsistent with the express
         provisions of the Plan, as the Committee and/or the Board of Directors
         shall determine.

6.       ELIGIBILITY.

         Any Employee may be granted a Stock Option. The Committee, subject to
         the approval of the Board of Directors, shall determine the Employees
         to whom Stock Options will be granted, the timing of such grants, and
         the number of shares of Common Stock subject to each Stock Option
         granted.

7.       TERMS OF THE STOCK OPTIONS.

         (a)      OPTION EXERCISE PRICE. The per share exercise price of each
                  Stock Option granted under the Plan shall be 100% of the Fair
                  Market Value of a share of the Common Stock on the date of the
                  grant of such Stock Option.

         (b)      OPTION TERM. Each Stock Option granted under the Plan shall
                  have a term of ten years (subject to early termination in
                  accordance with the Plan or the Grant Agreement) and shall
                  expire (unless theretofore exercised or terminated in
                  accordance with the term of the Plan and/or the relevant grant
                  agreement) on the tenth anniversary of the date of grant of
                  such Stock Option.

         (c)      EXERCISABILITY. A Stock Option shall be exercisable at such
                  time or times and subject to such terms and conditions as
                  shall be determined by the Board of Directors at the date of
                  grant. No Stock Option may be exercised unless the holder
                  thereof is at the time of such exercise an Employee and has
                  been continuously an Employee from the date such Stock Option
                  was granted through the date of the exercise of such Stock
                  Option, except that the Board of Directors may permit the
                  exercise of any Stock Option for any period following the
                  Grantee's termination of employment not in

                                      -4-





         excess of the original term of the Stock Option on such terms and
         conditions as it shall deem appropriate and specify in the related
         grant agreement.

8.       METHOD OF EXERCISE. A Stock Option may be exercised, in whole or in
         part, by the Grantee (or his or her legal representative, if permitted
         by the Plan) giving written notice of exercise to the Company (or to an
         agent of the Company designated in writing to the Grantee), specifying
         the number of shares of Common Stock to be purchased. Such notice shall
         be accompanied by payment in full of the purchase price, plus any
         required withholding taxes, or by documents necessary to effect the
         simultaneous exercise of the Stock Option and the sale of the shares of
         Common Stock thereby acquired pursuant to a brokerage or similar
         arrangement approved in advance by the Committee and authorizing the
         use of the proceeds from such sale to pay to the Company the exercise
         price and withholding taxes.


9.       NON-TRANSFERABILITY OF STOCK OPTIONS. No Stock Option granted, and no
         right or interest therein, shall be (i) assignable, alienable or
         transferable by a Grantee, except by will or the laws of descent and
         distribution, or (ii) subject to any obligation, or the lien or claims
         of any creditor, of a Grantee, or (iii) subject to any lien,
         encumbrance or claim of any party made in respect of or through any
         Grantee, however arising. During the lifetime of a Grantee, the Stock
         Option shall be exercisable only by, and shares of Common Stock issued
         upon the exercise of Stock Options will be issued only to, the Grantee
         or his or her legal representative.

10.      AMENDMENT AND TERMINATION. The Board of Directors may at any time and
         from time to time amend the Plan. The Board of Directors may at any
         time terminate the Plan; provided, however, that no termination of the
         Plan shall affect Stock Options outstanding on the date of such
         termination.

11.      MISCELLANEOUS.

         (a)      WITHHOLDING TAXES. All Stock Options granted under the Plan
                  are made subject to any and all applicable withholding for
                  taxes of any kind. The Company shall have the right to deduct
                  from any delivery of shares of Common Stock to be made under
                  the Plan, all federal, state, city, local or foreign taxes of
                  any kind required by law to be withheld with respect to such
                  payment and to take such other actions as may be necessary in
                  the opinion of the Company to satisfy all obligations for the
                  payment of such taxes. The Company shall have the right to
                  require a Grantee to pay cash to satisfy withholding taxes as
                  a condition to the issuance of any shares of Common Stock
                  under the Plan.

         (b)      NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor
                  the grant of any Stock Option shall confer upon any Grantee,
                  any Employee or any other person any right to continued
                  employment with the Company or any subsidiary of the Company,
                  nor shall it interfere in any way with the right of the
                  Company or any subsidiary of

                                      -5-





                  the Company to terminate the employment of any Grantee, any
                  Employee or any other person at any time, with or without
                  cause.

         (c)      UNFUNDED PLAN. The Plan shall be unfunded. Any liability of
                  the Company to any person with respect to any Stock Option
                  granted under the Plan shall be based solely upon any
                  contractual obligations that may be effected pursuant to the
                  Plan. No such obligation of the Company shall be deemed to be
                  secured by any pledge of, or other encumbrance on, any
                  property of the Company or any of its subsidiaries.

         (d)      OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Any benefits
                  received by a Grantee under the Plan shall not be deemed a
                  part of such Grantee's regular, recurring compensation and
                  shall not be included in, nor have any effect on, the
                  determination of benefits under any pension or other employee
                  benefit plan or similar arrangement provided by the Company or
                  any of its subsidiaries. Payments and benefits provided to any
                  Employee under any other plan or agreement shall be governed
                  solely by the terms of such other plan or agreement.

         (e)      SECURITIES LAW RESTRICTIONS. In no event shall the Company be
                  obligated to issue or deliver any shares of Common Stock if
                  such issuance or delivery shall constitute a violation of any
                  provision of any law or regulation of any government, any
                  governmental agency or authority, or any securities exchange.
                  No shares of common Stock shall be issued under the Plan
                  unless counsel for the Company shall be satisfied that such
                  issuance will be in compliance with all applicable Federal and
                  state securities laws and regulations and all requirements of
                  any securities exchange on which shares of the Common Stock
                  are listed.

         (f)      GRANT AGREEMENTS. Each person receiving a Stock Option under
                  the Plan shall enter into a grant agreement with the Company
                  in the form specified by the Board of Directors.

         (g)      SEVERABILITY. In the event any provision of the Plan shall be
                  held to be invalid or unenforceable for any reason, such
                  invalidity or unenforceability shall not affect the remaining
                  provisions of the Plan.

         (h)      GOVERNING LAW. The Plan shall be governed by and construed in
                  accordance with the laws of the State of Ohio.


                                      -6-

EX-12

                                                                      Exhibit 12

                                   EXHIBIT 12

               THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Dollars in millions)



                                                             9 MONTHS
                                                               ENDED                    TWELVE MONTHS ENDED
                                                            SEPTEMBER 30,                   DECEMBER 31,
                                                            -------------   ----------------------------------------------------
                                                                 2002       2001        2000       1999       1998         1997
                                                                 ----       ----        ----       ----       ----         ----
                                                                                                       
EARNINGS
- --------

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES   $  20.0    $ (273.0)   $  58.8    $ 300.1    $   930.4    $ 703.0

Add:

Amortization of previously capitalized interest                    7.7         9.8        9.7       11.0         10.7       11.0
Minority interest in net income of
    consolidated subsidiaries with fixed charges                  44.3        26.7       45.6       42.9         33.6       45.1
Proportionate share of fixed charges of investees
    accounted for by the equity method                             2.8         3.1        5.7        5.5          4.8        6.5
Proportionate share of net loss of investees
    accounted for by the equity method                             9.6        44.6       28.4        0.3            -        0.1
                                                               -------    --------    -------    -------    ---------    -------
          Total additions                                         64.4        84.2       89.4       59.7         49.1       62.7

Deduct:

Capitalized interest                                               5.5         6.4       12.0       11.8          6.6        6.2
Minority interest in net loss of consolidated subsidiaries         5.1        19.5        8.3        4.2          2.9        3.6
Undistributed proportionate share of net income
    of investees accounted for by the equity method                0.5         1.1        4.3        2.2            -          -
                                                               -------    --------    -------    -------    ---------    -------
          Total deductions                                        11.1        27.0       24.6       18.2          9.5        9.8


TOTAL EARNINGS                                                 $  73.3    $ (215.8)   $ 123.6    $ 341.6    $   970.0    $ 755.9
                                                               =======    ========    =======    =======    =========    =======


FIXED CHARGES
- -------------

Interest expense                                               $ 182.4    $  292.4    $ 282.6    $ 179.4    $   147.8    $ 119.5
Capitalized interest                                               5.5         6.4       12.0       11.8          6.6        6.2
Amortization of debt discount, premium or expense                  6.6         7.1        1.5        0.7          1.2        0.1
Interest portion of rental expense                                55.2        73.6       73.5       62.1         57.7       63.0
Proportionate share of fixed charges of investees
    accounted for by the equity method                             2.8         3.1        5.7        5.5          4.8        6.5
                                                               -------    --------    -------    -------    ---------    -------

TOTAL FIXED CHARGES                                            $ 252.5    $  382.6    $ 375.3    $ 259.5    $   218.1    $ 195.3
                                                               =======    ========    =======    =======    =========    =======


TOTAL EARNINGS BEFORE FIXED CHARGES                            $ 325.8    $  166.8    $ 498.9    $ 601.1    $ 1,188.1    $ 951.2
                                                               =======    ========    =======    =======    =========    =======



RATIO OF EARNINGS TO FIXED CHARGES                                1.29           *       1.33       2.32         5.45       4.87


* EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2001 WERE INADEQUATE TO COVER FIXED
  CHARGES. THE COVERAGE DEFICIENCY WAS $215.8 MILLION.