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 March 31, 2003

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	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
1144 East Market Street, Akron, Ohio	44316-0001
(Address of Principal Executive Offices)	(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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

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 March 31, 2003:	175,309,002

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

(In millions, except per share)	Three Months Ended
	March 31,
	2003			2002
NET SALES	$	3,545.5		$	3,311.2
Cost of Goods Sold		2,924.4			2,761.1
Selling, Administrative and General Expense		590.1			529.4
Rationalizations (Note 2)		68.2			—
Interest Expense		57.8			61.0
Other (Income) and Expense (Note 3)		26.7			13.9
Foreign Currency Exchange		(0.6	)		13.3
Equity in (Earnings) Losses of Affiliates		2.5			4.6
Minority Interest in Net Income (Loss) of Subsidiaries		11.4			13.5
Loss before Income Taxes		(135.0	)		(85.6	)
United States and Foreign Taxes on Income (Loss)		28.3			(22.4	)
NET LOSS	$	(163.3	)	$	(63.2	)
Retained Earnings at Beginning of Period		2,007.1			3,192.7
CASH DIVIDENDS		—			(19.6	)
Retained Earnings at End of Period	$	1,843.8		$	3,109.9
NET LOSS PER SHARE OF COMMON STOCK — BASIC:	$	(0.93	)	$	(0.39	)
Average Shares Outstanding (Note 4)		175.3			163.2
NET LOSS PER SHARE OF COMMON STOCK — DILUTED:	$	(0.93	)	$	(0.39	)
Average Shares Outstanding (Note 4)		175.3			163.2
CASH DIVIDENDS PER SHARE	$	—		$	0.12

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

-1-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

(In millions)			March 31,			December 31,
			2003			2002
			Unaudited
ASSETS:
Current Assets:
	Cash and cash equivalents (Note 1)		$	720.3		$	923.0
	Short term securities			—			24.3
	Accounts and notes receivable, less allowance — $103.0 ($99.9 in 2002) (Note 5)			1,792.3			1,459.7
	Inventories:
		Raw materials		472.7			451.0
		Work in process		116.1			100.0
		Finished products		1,942.7			1,820.6
				2,531.5			2,371.6
	Prepaid expenses and other current assets			396.0			448.1
		Total Current Assets		5,440.1			5,226.7
Long Term Accounts and Notes Receivable				229.1			236.3
Investments in Affiliates				144.3			141.7
Other Assets				254.4			254.9
Goodwill and Other Intangible Assets				772.4			768.7
Prepaid and Deferred Pension Costs				905.5			913.4
Deferred Charges				411.5			412.6
Properties and Plants, less accumulated depreciation — $6,750.2 ($6,571.6 in 2002)				5,210.6			5,192.3
	TOTAL ASSETS		$	13,367.9		$	13,146.6
LIABILITIES:
Current Liabilities:
	Accounts payable — trade		$	1,535.0		$	1,502.2
	Compensation and benefits			963.6			961.2
	Other current liabilities			458.1			481.6
	United States and foreign taxes			494.9			473.2
	Notes payable			165.1			283.4
	Long term debt due within one year			59.5			369.8
		Total Current Liabilities		3,676.2			4,071.4
Long Term Debt and Capital Leases				3,602.1			2,989.0
Compensation and Benefits				4,231.6			4,194.2
Other Long Term Liabilities				526.2			501.2
Minority Equity in Subsidiaries				769.8			740.2
	TOTAL LIABILITIES			12,805.9			12,496.0
Commitments and Contingent Liabilities (Note 6)
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 (175.3 in 2002) after deducting 20.4 treasury shares    (20.4 in 2002)			175.3			175.3
Capital Surplus				1,390.3			1,390.3
Retained Earnings				1,843.8			2,007.1
Accumulated Other Comprehensive Income				(2,847.4	)		(2,922.1	)
	TOTAL SHAREHOLDERS’ EQUITY			562.0			650.6
	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	13,367.9		$	13,146.6

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 (Loss)			Equity
Balance at December 31, 2002			$	175.3	$	1,390.3	$	2,007.1		$	(2,922.1	)	$	650.6
	Comprehensive loss for 2003:
		Net loss						(163.3	)
		Foreign currency translation									64.9
		Minimum pension liability									2.0
		Unrealized investment loss									(1.3	)
		Deferred derivative gain									9.1
		Total comprehensive loss												(88.6	)
Balance at March 31, 2003			$	175.3	$	1,390.3	$	1,843.8		$	(2,847.4	)	$	562.0

		March 31,			December 31,
Accumulated Other Comprehensive Loss		2003			2002
Foreign currency translation adjustment		$	(1,324.2	)	$	(1,389.1	)
Minimum pension liability adjustment			(1,514.9	)		(1,516.9	)
Unrealized investment loss			(10.6	)		(9.3	)
Deferred derivative gain (loss)			2.3			(6.8	)
	Total	$	(2,847.4	)	$	(2,922.1	)

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

(In millions)			Three Months Ended
			March 31,
			2003			2002
Net Loss			$	(163.3	)	$	(63.2	)
Other comprehensive income (loss):
	Foreign currency translation			64.9			(22.1	)
	Minimum pension liability			2.0			0.7
	Deferred derivative gain (loss)			22.7			(4.2	)
		Tax on deferred derivative gain (loss)		—			1.6
		Reclassification adjustment for amounts recognized in income		(13.8	)		9.2
		Tax on derivative reclassification adjustment		0.2			(3.5	)
	Unrealized investment gain (loss)			(1.3	)		—
Comprehensive Loss			$	(88.6	)	$	(81.5	)

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)					Three Months Ended
					March 31,
					2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net Loss				$	(163.3	)	$	(63.2	)
		Adjustments to reconcile net loss to cash flows from operating activities:
			Depreciation and amortization			147.9			146.8
			Rationalizations (Note 2)			65.2			—
			Net cash flows from sale of accounts receivable (Note 5)			(71.6	)		(57.1	)
			Changes in operating assets and liabilities, net of asset acquisitions and dispositions:
				Accounts and notes receivable		(232.8	)		(219.1	)
				Inventories		(129.3	)		46.5
				Accounts payable — trade		(51.3	)		88.2
				Other assets and liabilities		62.0			(105.3	)
				Total adjustments		(209.9	)		(100.0	)
			TOTAL CASH FLOWS FROM OPERATING ACTIVITIES			(373.2	)		(163.2	)
CASH FLOWS FROM INVESTING ACTIVITIES:
		Capital expenditures				(90.1	)		(75.8	)
		Short term securities redeemed				25.2			—
		Other transactions				7.9			(20.4	)
			TOTAL CASH FLOWS FROM INVESTING ACTIVITIES			(57.0	)		(96.2	)
CASH FLOWS FROM FINANCING ACTIVITIES:
		Short term debt incurred				696.1			23.6
		Short term debt paid				(157.3	)		(46.9	)
		Long term debt incurred				8.7			0.9
		Long term debt paid				(331.8	)		(7.6	)
		Common stock issued				—			2.3
		Dividends paid to Goodyear shareholders				—			(19.6	)
		Other transactions				3.6			—
			TOTAL CASH FLOWS FROM FINANCING ACTIVITIES			219.3			(47.3	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents						8.2			(6.3	)
Net Change in Cash and Cash Equivalents						(202.7	)		(313.0	)
Cash and Cash Equivalents at Beginning of the Period						923.0			959.4
Cash and Cash Equivalents at End of the Period					$	720.3		$	646.4

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

Adjustments

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

Cash and Cash Equivalents

The Company will from time to time maintain balances on deposit at various financial institutions as collateral for borrowings incurred by various subsidiaries. The availability of these balances is restricted to the extent of the borrowings. At March 31, 2003, cash balances totaling approximately $35 million were subject to such restrictions.

Rationalizations

Goodyear adopted Statement of Financial Accounting Standards No. 146 (SFAS 146), “Accounting for Costs Associated with Exit or Disposal Activities,” effective for all exit or disposal activities initiated after December 31, 2002. SFAS 146 requires that liabilities for costs associated with exit or disposal activities be recognized when the liabilities are incurred, rather than when an entity commits to an exit plan. The new rules change the timing of liability and expense recognition related to exit or disposal activities, but not the ultimate amount of such expenses. Refer to Note 2.

Stock-Based Compensation

The Company uses the intrinsic value method to measure compensation cost for stock-based compensation. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company’s common stock at the date of the grant over the amount an employee must pay to acquire the stock. Compensation cost for stock appreciation rights and performance units is recorded based on the quoted market price of the Company’s stock at the end of the reporting period.

     The following table presents the pro forma effect from using the fair value method to measure compensation cost:

			Three Months Ended
	(In millions, except per share)		March 31,
			2003			2002
Net loss as reported			$	(163.3	)	$	(63.2	)
Add: Stock-based compensation expense (income) included in net loss (net of tax)				(0.2	)		(2.8	)
Deduct: Stock-based compensation expense calculated using the fair value method (net of tax)				(5.4	)		(8.6	)
Net loss as adjusted			$	(168.9	)	$	(74.6	)
Net loss per share:
	Basic	– as reported	$	(0.93	)	$	(0.39	)
		– as adjusted		(0.96	)		(0.46	)
	Diluted	– as reported	$	(0.93	)	$	(0.39	)
		– as adjusted		(0.96	)		(0.46	)

-5-

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

Reclassification

Certain items previously reported in specific financial statement captions have been reclassified to conform to the 2003 presentation.

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.

2003 Program

	Associate-			Other Than Associate-
(In millions)	related Costs			related Costs			Total
Original charge	$	60.9		$	7.3		$	68.2
Incurred		(24.3	)		(7.2	)		(31.5	)
Accrual balance at March 31, 2003	$	36.6		$	0.1		$	36.7

Goodyear recorded a rationalization charge totaling $68.2 million ($65.2 million after tax or $0.37 per share) in 2003. The 2003 rationalization actions consist of research and development, retail, manufacturing and administrative consolidations in North America, Europe and Latin America. Of the $68.2 million charge, $40.7 million related to future cash outflows, primarily associate severance costs, and $27.5 million related to non-cash writeoffs of equipment taken out of service in North America and pension curtailments. Goodyear plans to complete these actions by December 31, 2003.

     Associate-related rationalization costs totaled $60.9 million. Activity during 2003 is presented below:

						Balance at
(In millions)	Recorded		Incurred			March 31, 2003
North American Tire	$	49.1	$	(23.0	)	$	26.1
European Union Tire		9.0		(0.9	)		8.1
Latin American Tire		0.9		—			0.9
Engineered Products		0.6		(0.3	)		0.3
Corporate		1.3		(0.1	)		1.2
	$	60.9	$	(24.3	)	$	36.6

Under the above programs, Goodyear provided for the release of approximately 950 research and development, retail, manufacturing and administrative associates in Europe, the United States and Latin America. During 2003, $24.3 million was incurred for the release of approximately 450 associates.

     Rationalization costs, other than associate-related costs, totaled $7.3 million. Activity during the first quarter of 2003 is presented below:

						Balance at
(In millions)	Recorded		Incurred			March 31, 2003
North American Tire	$	6.9	$	(6.9	)	$	—
Corporate		0.4		(0.3	)		0.1
	$	7.3	$	(7.2	)	$	0.1

These costs were for the writeoff of equipment taken out of service in North America and outplacement services. Goodyear incurred $7.2 million of other than associate-related costs during 2003 primarily for the writeoff of equipment taken out of service.

-6-

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

2002 Program

	Associate-			Other Than Associate-
(In millions)	related Costs			related Costs			Total
Original charge	$	20.3		$	6.2		$	26.5
Incurred		(2.7	)		(2.9	)		(5.6	)
Reversed		(0.2	)		—			(0.2	)
Accrual balance at December 31, 2002		17.4			3.3			20.7
Incurred		(10.1	)		(1.5	)		(11.6	)
Accrual balance at March 31, 2003	$	7.3		$	1.8		$	9.1

Goodyear recorded a net rationalization charge totaling $8.6 million ($8.8 million after tax or $0.05 per share) in 2002, which included reversals of $17.9 million ($14.2 million after tax or $0.09 per share) for reserves from rationalization actions no longer needed for their originally intended purposes and new charges of $26.5 million ($23.0 million after tax or $0.14 per share). The 2002 rationalization actions consisted of a manufacturing facility consolidation in Europe, the closure of a mold manufacturing facility and a plant consolidation in the United States, and administrative consolidations. Goodyear plans to complete these actions during 2003.

     Associate-related rationalization costs totaled $20.3 million. Activity during the first quarter of 2003 is presented below:

	Balance at					Balance at
(In millions)	December 31, 2002		Incurred			March 31, 2003
Plant consolidation	$	13.2	$	(7.7	)	$	5.5
Administrative consolidation		4.2		(2.4	)		1.8
	$	17.4	$	(10.1	)	$	7.3

Under the above programs, Goodyear provided for the release of approximately 1,000 manufacturing and administrative associates in Europe and the United States. During 2003, $10.1 million was incurred for the release of approximately 200 associates.

     Rationalization costs, other than associate-related costs, totaled $6.2 million. Activity during the first quarter of 2003 is presented below:

	Balance at					Balance at
(In millions)	December 31, 2002		Incurred			March 31, 2003
Plant consolidation	$	0.6	$	(0.3	)	$	0.3
Administrative consolidation		2.7		(1.2	)		1.5
	$	3.3	$	(1.5	)	$	1.8

These costs were primarily for the writeoff of equipment taken out of service in the Engineered Products and North American Tire Segments and noncancellable lease costs. Goodyear incurred $1.5 million of other than associate-related costs during 2003 primarily for ongoing noncancellable lease costs.

-7-

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

Fourth Quarter 2001 Program

	Associate-			Other Than Associate-
(In millions)	related Costs			related Costs			Total
Original charge	$	53.1		$	78.8		$	131.9
Incurred		(1.6	)		(42.5	)		(44.1	)
Accrual balance at December 31, 2001		51.5			36.3			87.8
Incurred		(41.0	)		(4.9	)		(45.9	)
Reversed		(5.4	)		(10.4	)		(15.8	)
Accrual balance at December 31, 2002		5.1			21.0			26.1
Incurred		(1.8	)		(0.7	)		(2.5	)
Accrual balance at March 31, 2003	$	3.3		$	20.3		$	23.6

Goodyear recorded a net rationalization charge totaling $127.8 million ($101.2 million after tax or $0.62 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. Goodyear plans to complete these actions during the second quarter of 2003 with the exception of ongoing noncancellable lease payments.

     Associate-related rationalization costs totaling $53.1 million were recorded. Activity during the first quarter of 2003 is presented below:

	Balance at					Balance at
(In millions)	December 31, 2002		Incurred			March 31, 2003
Retail and administrative consolidation	$	5.1	$	(1.8	)	$	3.3

Under the above programs, Goodyear provided for the release of approximately 2,200 associates around the world, primarily production and administrative associates. During 2003, $1.8 million was incurred for the release of approximately 50 associates.

     Rationalization costs, other than associate-related costs, totaling $78.8 million were recorded. Activity during the first quarter of 2003 is presented below:

	Balance at					Balance at
(In millions)	December 31, 2002		Incurred			March 31, 2003
Plant downsizing and consolidation	$	2.0	$	—		$	2.0
Retail and administrative consolidation		19.0		(0.7	)		18.3
	$	21.0	$	(0.7	)	$	20.3

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 Tire Segment, and noncancellable lease costs. Goodyear incurred $0.7 million of other than associate-related costs during the first quarter of 2003, primarily for noncancellable lease costs.

NOTE 3. OTHER (INCOME) AND EXPENSE

	Three Months Ended
	March 31,
(In millions)	2003			2002
Interest income	$	(5.2	)	$	(2.1	)
Financing fees and financial instruments		28.0			11.0
Miscellaneous		3.9			5.0
	$	26.7		$	13.9

-8-

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

Financing fees and financial instruments in 2003 include $14.4 million of costs incurred in connection with the restructuring and refinancing of the Company’s bank credit and receivables securitization facilities. Refer to Note 9, Subsequent Events, for further information about the restructuring and refinancing.

NOTE 4. PER SHARE OF COMMON STOCK

Basic earnings per share has 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
		March 31,
(In millions)		2003		2002
Average shares outstanding – basic			175.3		163.2
	Stock options		—		—
Average shares outstanding – diluted			175.3		163.2

The average shares outstanding-diluted for the first three months of 2002 does not include the antidilutive impact of 2.4 million shares of potential common stock associated with stock options.

NOTE 5. ACCOUNTS RECEIVABLE

At March 31, 2003, Goodyear maintained 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 140), “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” Wingfoot A/R LLC purchased Goodyear’s receivables with (a) the cash proceeds of borrowings from a group of four bank-affiliated issuers of commercial paper, which borrowings ($577.5 million and $624.1 million at March 31, 2003 and December 31, 2002, respectively) were 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 were collected, the cash proceeds were used to purchase additional receivables. Goodyear paid fees under the program based on certain variable market interest rates and other agreed amounts. These fees were reported as Other (Income) and Expense. Wingfoot A/R LLC could borrow up to $700 million from the note purchasers. The amount that could be borrowed from time to time by Wingfoot A/R LLC depended on, among other things, the total uncollected balance of receivables owned by it. The borrowings were available to Wingfoot A/R LLC until December 2003, unless extended by the lenders for additional one-year periods. The Company retained the risk of the non-payment of receivables it sold 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 $448.7 million and $313.1 million at March 31, 2003 and December 31, 2002, respectively.

     This program was terminated on April 1, 2003. Refer to Note 9, Subsequent Events, for further information.

-9-

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

	Three Months Ended
	March 31,
(In millions)	2003		2002
Proceeds from collections reinvested in previous securitizations	$	1,089.1	$	1,452.6
Servicing fees received		1.2		1.4
Reimbursement for rebates and discounts issued		28.2		24.5

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 March 31, 2003, the value in U.S. dollars of which these international subsidiaries may borrow is approximately $198 million. The following table presents certain cash flows related to these programs:

	Three Months Ended
	March 31,
(In millions)	2003		2002
Proceeds from collections reinvested in previous securitizations	$	570.0	$	492.2
Reimbursement for rebates and discounts issued		28.1		12.7

In addition, various other international subsidiaries of Goodyear sold certain of their trade receivables at March 31, 2003 and December 31, 2002. The total amount of financing provided from all domestic and international agreements worldwide was $859.3 million at March 31, 2003, compared to $916.1 million at December 31, 2002.

NOTE 6. COMMITMENTS AND CONTINGENT LIABILITIES

At March 31, 2003, Goodyear had binding commitments for raw materials and investments in land, buildings and equipment of $400.2 million, and off-balance-sheet financial guarantees written and other commitments totaling $78.5 million.

Warranty

At March 31, 2003, Goodyear had recorded liabilities, included in other current liabilities, totaling $10.0 million ($10.0 million at December 31, 2002) for potential claims under warranties offered by the Company. Tire replacement under most of the warranties offered by Goodyear is on a prorated basis. Warranty reserves are based on past claims experience, sales history and other considerations. The amount of Goodyear’s ultimate liability in respect of these matters may differ from these estimates.

     The following table presents changes in the warranty reserve during the first three months of 2003:

(In millions)		2003
Balance at December 31, 2002		$	10.0
	Settlements made during the period		(6.2	)
	Additional accrual for warranties issued during the period		6.2
Balance at March 31, 2003		$	10.0

-10-

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

Environmental Matters

Goodyear had recorded liabilities totaling $54.5 million and $53.5 million for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by Goodyear, at March 31, 2003 and December 31, 2002, respectively. Of these amounts, $22.8 million and $21.4 million were included in Other current liabilities at March 31, 2003 and December 31, 2002, respectively. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities and will be paid over several years. The amount of 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.

Workers’ Compensation

Goodyear had recorded liabilities totaling $141.1 million and $136.7 million for anticipated costs related to workers’ compensation at March 31, 2003 and December 31, 2002, respectively. Of these amounts, $53.3 million and $50.7 million were included in Current Liabilities as part of Compensation and benefits at March 31, 2003 and December 31, 2002, respectively. The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on Goodyear’s assessment of potential liability using an analysis of available information with respect to pending claims, historical experience, and current cost trends. The amount of Goodyear’s ultimate liability in respect of these matters may differ from these estimates.

General and Product Liability and Other Litigation

Goodyear had recorded liabilities totaling $248.3 million and $229.1 million for potential product liability and other tort claims, including related legal fees expected to be incurred, presently asserted against Goodyear, at March 31, 2003 and December 31, 2002, respectively. Of these amounts, $69.6 million and $70.0 million were included in Other current liabilities at March 31, 2003 and December 31, 2002, respectively. 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 March 31, 2003, approximately 102,000 claimants (approximately 97,000 claimants at December 31, 2002) alleging various asbestos related personal injuries purported to result from alleged exposure to asbestos in certain rubber coated products manufactured by Goodyear in the past or to asbestos 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 26,500 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 March 31, 2003, Goodyear has recorded an asset in the amount it expects to collect under 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.

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

     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. No liability has been recorded for unknown asbestos claims, and Goodyear cannot predict the number of future claims, the ultimate cost of disposing of existing and future claims, or the future ability to recover from insurance carriers.

     The Company appealed judgments of $22.7 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 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 eleven class actions and five 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 currently accrued for at March 31, 2003, with respect thereto that would be material relative to the consolidated financial position, results of operations or liquidity of Goodyear at March 31, 2003.

     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 any liability in respect thereof or that any liability ultimately incurred will not exceed the amount, if any, recorded at March 31, 2003 in respect thereof that 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 financial position, results of operations or liquidity for the period in which such determination occurs could be materially affected.

Guarantees

The Company is a party to various agreements under which it has undertaken obligations resulting from the issuance of certain guarantees. The guarantees have been issued on behalf of the Company’s affiliates or customers of the Company. The guaranteed party is typically a financial institution that has extended credit to these parties. Normally there is no separate premium received by the Company as consideration for the issuance of guarantees.

Customer Financing

At March 31, 2003, the Company had guarantees outstanding under which the maximum potential amount of payments totaled $22.0 million, and which expire at various times through 2015. The Company has not recorded any liabilities associated with these guarantees on the Consolidated Balance Sheet as of March 31, 2003 or December 31, 2002.

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

Affiliate Financing

At March 31, 2003, the Company had guarantees outstanding under which the maximum potential amount of payments totaled $19.2 million, and which expire at various times through 2011.

     The Company holds a 50% equity interest in South Pacific Tyres Ltd. (SPT), a partnership in Australia that manufactures and distributes tires. The terms of the partnership agreement provide that the Company is jointly and severally liable for all liabilities of the partnership. At March 31, 2003, SPT had debt totaling $147.2 million, of which $33.0 million was payable to Goodyear. The Company also owns, jointly and severally, all of the assets of the partnership.

     The Company’s percentage ownership of the net assets of the above affiliates is included on the Consolidated Balance Sheet as Investments in Affiliates.

NOTE 7. BUSINESS SEGMENTS

			Three Months Ended
			March 31,
(In millions)			2003			2002
Sales:
	North American Tire		$	1,591.1		$	1,651.8
	European Union Tire			930.9			744.9
	Eastern Europe, Africa and Middle East Tire			227.4			174.5
	Latin American Tire			231.7			245.6
	Asia Tire			140.5			121.7
		Total Tires		3,121.6			2,938.5
	Engineered Products			291.9			283.1
	Chemical Products			297.9			196.3
		Total Segment Sales		3,711.4			3,417.9
	Inter-SBU Sales			(177.7	)		(118.7	)
	Other			11.8			12.0
		Net Sales	$	3,545.5		$	3,311.2
Segment Operating Income (Loss):
	North American Tire		$	(61.5	)	$	(51.3	)
	European Union Tire			32.0			16.6
	Eastern Europe, Africa and Middle East Tire			21.0			10.8
	Latin American Tire			26.0			25.4
	Asia Tire			12.7			7.6
		Total Tires		30.2			9.1
	Engineered Products			10.8			10.2
	Chemical Products			27.0			13.6
		Total Segment Operating Income		68.0			32.9
	Rationalizations			(68.2	)		—
	Interest expense			(57.8	)		(61.0	)
	Foreign currency exchange			0.6			(13.3	)
	Minority interest in net income of subsidiaries			(11.4	)		(13.5	)
	Inter-SBU income			(17.8	)		(11.4	)
	Financing fees and financial instruments			(28.0	)		(11.0	)
	Equity in earnings (losses) of corporate affiliates			(3.3	)		(4.9	)
	Other			(17.1	)		(3.4	)
		Loss before Income Taxes	$	(135.0	)	$	(85.6	)

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

Items reported as Rationalizations on the Consolidated Statement of Income were not charged to the strategic business units (“SBUs”) for performance evaluation purposes, but were attributable to the SBUs as follows:

			Three Months Ended
(In millions)			March 31, 2003
Rationalizations:
	North American Tire		$	56.0
	European Union Tire			9.0
	Eastern Europe, Africa and Middle East Tire			—
	Latin American Tire			0.9
	Asia Tire			—
		Total Tires		65.9
	Engineered Products			0.6
	Chemical Products			—
		Total Segments		66.5
	Corporate			1.7
		Total Rationalizations	$	68.2

NOTE 8. NON-CONSOLIDATED OPERATIONS — SOUTH PACIFIC TYRES LTD.

In addition to its consolidated operations in the Asia region, the Company owns a 50% interest in 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 presents 100% of the sales and operating loss of SPT:

	Three Months Ended
	March 31,
(In millions)	2003			2002
Net sales	$	142.1		$	121.0
Operating loss		(1.2	)		(3.3	)

SPT debt totaled $147.2 million at March 31, 2003, of which $33.0 million is payable to Goodyear. At December 31, 2002, SPT debt totaled $131.3 million, of which $26.3 million was payable to Goodyear.

NOTE 9. SUBSEQUENT EVENTS

Restructuring and Refinancing of Credit Facilities

On April 1, 2003, the Company completed a comprehensive restructuring and refinancing of its bank credit and receivables securitization facilities. After completing the restructuring and refinancing, the Company replaced a total of $2,938 million in finance facilities with a total of $3,345 million of finance facilities including:

• $750 million Senior Secured U.S. Revolving Credit Facility due April 2005;

• $645 million Senior Secured U.S. Term Facility due April 2005;

• $650 million Senior Secured European Facilities due April 2005; and

• $1.30 billion Senior Secured Asset-Backed Facilities due March 2006.

     The Company had approximately $319 million of unused available committed credit under the new facilities as of April 1, 2003. In addition, in connection with the

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

restructuring and refinancing, the Company estimates that it increased its cash balance by approximately $515 million on April 1, 2003.

     With the exception of approximately $700 million in domestic accounts receivable securitizations and $63 million in Canadian accounts receivable securitizations, each of the replaced finance facilities was unsecured. In addition to the restructured facilities, at April 1, 2003, various international subsidiaries of Goodyear had approximately $275 million ($346 million prior to the restructuring) of available borrowings under non-domestic accounts receivable securitization facilities. As of April 1, 2003, Goodyear had short term committed and uncommitted bank credit arrangements totaling approximately $418 million, of which approximately $253 million were unused.

     As of April 1, 2003, the Company estimates that the total fees and expenses incurred for the restructuring and refinancing will be approximately $120 million. In addition, the Company will pay a termination fee on the senior secured asset-backed facilities at termination estimated to be equal to 100 basis points of the aggregate principal amount. Of these costs, $14.4 million was charged against income in the first quarter of 2003 and the remainder will be charged against income over the term of the agreements.

     The accounts receivable and debt that are subject to the new $1.30 billion asset-backed facilities will be included on Goodyear’s consolidated balance sheet. Accounts receivable subject to the terminated $763 million domestic and Canadian accounts receivable programs were not included on the consolidated balance sheet at March 31, 2003 or December 31, 2002.

$750 Million Senior Secured U.S. Revolving Credit Facility

The Company’s amended and restated senior secured $750 million five-year revolving credit facility is with 26 domestic and international banks and provides for borrowing up to the $750 million commitment at any time until April 30, 2005. Up to $600 million of the facility is available for the issuance of letters of credit. The Company pays an annual commitment fee of 75 basis points on the undrawn portion of the commitment under the U.S. five-year revolving credit facility.

$645 Million Senior Secured U.S. Term Facility

The $645 million U.S. term facility is with 33 domestic and international banks and matures on April 30, 2005.

     The Company may obtain loans under the U.S. five-year revolving credit facility and the U.S. term facility (collectively, the “U.S. facilities”) bearing interest at LIBOR plus 400 basis points or an alternative base rate (the higher of JPMorgan’s prime rate or the federal funds rate plus 5 basis points) plus 300 basis points. If loans under the $645 million term facility remain outstanding on April 30, 2004, fees equal to 100 basis points (or 75 basis points if such facility has been reduced to not more than $200 million) shall be paid to each lender on its ratable portion of the amount outstanding under the U.S. facilities.

     The collateral pledged under the U.S. facilities includes:

• subject to certain exceptions, all of the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of its foreign subsidiaries;

• perfected first-priority security interests in and mortgages on certain property, plant and equipment with a book value of at least $1.00 billion;

-15-

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

• perfected first-priority security interests in and mortgages on substantially all of Goodyear’s other tangible and intangible assets including real property, equipment, contract rights and intellectual property; and

• perfected second-priority security interests in all accounts receivable and inventory pledged as security under the Company’s $1.30 billion senior secured asset-backed facilities, cash and cash accounts, and 65% of the capital stock of Goodyear Finance Holding S.A.

     The indentures for the Company’s Swiss franc denominated bonds limit its ability to use its domestic tire and automotive parts manufacturing facilities as collateral for secured debt without triggering a requirement that bond holders be secured on an equal and ratable basis. The manufacturing facilities indicated above will be pledged to ratably secure the Company’s Swiss franc denominated bonds to the extent required under the applicable indenture. However, the aggregate amount collateralized by these manufacturing facilities will be limited to 15% of the Company’s shareholders’ equity, in order that the security interests granted to the lenders under the restructured facilities will not be required to be shared with the holders of indebtedness outstanding under the Company’s other existing bond indentures.

     The U.S. facilities contain certain covenants that, among other things, limit the Company’s ability to incur additional secured indebtedness (including a limit of $275 million in accounts receivable transactions), make investments, and sell assets beyond specified limits. The facilities prohibit Goodyear from paying dividends on its common stock. Goodyear must also maintain a minimum consolidated net worth (as such term is defined in the U.S. facilities) of at least $2.80 billion and $2.50 billion for quarters ending in 2003 and 2004, respectively, and $2.00 billion for the quarter ending March 31, 2005. Goodyear also is not permitted to fall below a ratio of 2.25 to 1.00 of consolidated EBITDA to consolidated interest expense (as such terms are defined in the U.S. facilities) for any period of four consecutive fiscal quarters. In addition, Goodyear’s ratio of consolidated senior secured indebtedness to consolidated EBITDA (as such terms are defined in the U.S. facilities) is not permitted to be greater than 4.00 to 1.00 at any time.

     In addition, the U.S. term facility requires that any amount outstanding under the facility be prepaid with:

• 75% of the net cash proceeds of any asset sales or dispositions greater than $5.0 million;

• 50% of net cash proceeds of any sale of the Engineered Products Segment; and

• 50% of the net cash proceeds of any debt or equity issuances.

     Since April 1, 2003, the Company has used the proceeds of the sale of shares of Sumitomo Rubber Industries, Ltd. (“SRI”) to pay down $62.1 million of the U.S. term facility.

     The U.S. facilities also limit the amount of capital expenditures the Company may make to $360 million, $500 million, and $200 million in 2003, 2004 and 2005 (through April 30), respectively. The amounts of permitted capital expenditures may be increased by the amount of net proceeds retained by the Company from permitted asset sales and equity and debt issuances after application of the prepayment requirement in the U.S. term facility described above. As a result of the second quarter 2003 sale of 20,833,000 shares of SRI for approximately $83 million discussed below, the capital expenditure limit for 2003 has increased from $360 million to approximately $381 million. In addition, to the extent the Company does not reach the limit of permitted capital expenditures in any given year, such shortfall may be carried over into the next year.

-16-

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

$650 Million Senior Secured European Facilities

Goodyear Dunlop Tires Europe B.V. (“GDTE”) has entered into a $250 million senior secured revolving credit facility and a $400 million senior secured term loan facility (collectively, the “European facilities”). These facilities are with 33 domestic and international banks and mature on April 30, 2005.

     GDTE pays an annual commitment fee of 75 basis points on the undrawn portion of the commitments under the European revolving facility. GDTE may obtain loans under the European facilities bearing interest at LIBOR plus 400 basis points or an alternative base rate (the higher of JPMorgan’s prime rate or the federal funds rate plus 5 basis points) plus 300 basis points. If loans under the $645 million U.S. term facility remain outstanding on April 30, 2004, fees equal to 100 basis points (or 75 basis points if such facility has been reduced to not more than $200 million) shall be paid to each lender on its ratable portion of the amount outstanding under each of the European facilities.

     The collateral pledged under the European facilities includes:

• all of the capital stock of Goodyear Finance Holding S.A. and certain subsidiaries of GDTE; and

• a perfected first-priority interest in and mortgages on substantially all the tangible and intangible assets of GDTE in the United Kingdom, Luxembourg, France and Germany (and Slovenia if Sava Tires Joint Venture Holding d.o.o. becomes a wholly-owned subsidiary of GDTE), including certain accounts receivable, inventory, real property, equipment, contract rights and cash and cash accounts, but excluding certain accounts receivable used in securitization programs.

     Consistent with the covenants applicable to Goodyear in the U.S. facilities, the European facilities contain certain covenants applicable to GDTE and its subsidiaries which, among other things, limit GDTE’s ability to incur additional indebtedness (including a limit of $275 million in accounts receivable transactions), make investments, sell assets beyond specified limits, pay dividends and make loans or advances to Goodyear companies that are not subsidiaries of GDTE. The European facilities also contain certain covenants applicable to the Company identical to those in the U.S. facilities. The European facilities also limit the amount of capital expenditures that GDTE may make to $180 million, $250 million and $100 million in 2003, 2004 and 2005 (through April 30), respectively.

     Subject to the provisions in the European facilities and agreements with Goodyear’s joint venture partner, SRI (which include limitations on loans and advances from GDTE to Goodyear and a requirement that transactions with affiliates be consistent with past practices or on arms-length terms), GDTE is permitted to transfer funds to Goodyear.

     Any amount outstanding under the term facility is required to be prepaid with:

• 75% of the net cash proceeds of all sales and dispositions of assets by GDTE and its subsidiaries greater than $5 million; and

• 50% of the net cash proceeds of debt and equity issuances by GDTE and its subsidiaries.

     The U.S. and European facilities can be used, if necessary, to fund ordinary course of business needs, to repay maturing debt, and for other needs as they arise.

-17-

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

$1.30 Billion Senior Secured Asset-Backed Credit Facilities

The Company has also entered into senior secured asset-backed credit facilities in an aggregate principal amount of $1.30 billion, consisting of a $500 million revolving credit facility and an $800 million term loan facility. These facilities may be increased to not more than $1.60 billion through extensions of, or increases in, commitments by new or existing creditors. The facilities mature on March 31, 2006. Availability under the facilities is limited by a borrowing base equal to the sum of (a) 85% of adjusted eligible accounts receivable and (b) (i) if the effective advance rate for inventory is equal to or greater than 85% of the recovery rate (as determined by a third party appraisal) of such inventory, 85% of the recovery rate of such inventory, or (ii) if the effective advance rate for inventory is less than 85% of the recovery rate, (A) the sum of 35% of eligible raw materials, 65% of adjusted eligible finished goods relating to the North American Tire Segment, and 60% of adjusted eligible finished goods relating to the retail division, Engineered Products Segment and Chemical Products Segment minus (B) a rent reserve equal to three months’ rent and warehouse charges at facilities where inventory is stored. The calculation of the borrowing base and reserves against inventory and accounts receivable included in the borrowing base are subject to adjustment from time to time by the administrative agent and the majority lenders in their discretion (not to be exercised unreasonably), based on the results of ongoing collateral and borrowing base evaluations and appraisals. Availability under the facilities is further limited by a $50 million availability block. If at any time the amount of outstanding borrowings under the facilities exceeds the borrowing base, the Company will be required to prepay borrowings sufficient to eliminate the excess or maintain compensating deposits with the agent bank. The facilities are collateralized by a first-priority security interest in all accounts receivable and inventory of Goodyear and its domestic and Canadian subsidiaries (excluding accounts receivable and inventory related to the Company’s North American joint venture with SRI and Wingfoot Commercial Systems). The facilities contain certain covenants which are materially the same as those in the U.S. facilities, with capital expenditures of $500 million and $150 million permitted in 2005 and 2006 (through March 31), respectively.

Terminated or Amended Facilities

Until April 1, 2003, the Company was a party to two revolving credit facilities, consisting of a $750 million five-year revolving credit facility and a $575 million 364-day revolving credit facility. The Company was also a party to an $800 million term loan agreement, a $50 million term loan agreement, a $700 million accounts receivable facility with respect to its domestic trade accounts receivable and an aggregate of $346 million of non-domestic accounts receivable facilities. With the exception of (i) $275 million of the non-domestic accounts receivable facilities, which remain in place as of April 1, 2003, and (ii) the $750 million five-year revolving credit facility, which was amended and restated, each of these arrangements was terminated as of April 1, 2003, in connection with the restructuring and refinancing.

     As of April 1, 2003, there were borrowings of $600 million under the revolving facilities.

     Refer to Note 5 for further information on the accounts receivable facilities.

-18-

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

Sumitomo Rubber Industries, Ltd.

On April 8, 2003, the Company sold 20,833,000 shares of SRI for approximately $83 million. Goodyear had acquired a 10% ownership of SRI as part of the 1999 global alliance between the two companies. Goodyear now holds approximately 1.5% of SRI’s outstanding shares and will recognize a net loss on the transaction in the second quarter of 2003 totaling approximately $8.9 million ($0.05 per share).

Sava Tires Joint Venture Holding d.o.o.

On April 18, 2003, the Company transferred its 80% ownership of Sava Tires Joint Venture Holding d.o.o. (Sava Tire), a tire manufacturing subsidiary in Slovenia, to Goodyear Dunlop Tires Europe B.V.

Wingfoot Commercial Tire Systems LLC

On April 28, 2003, the Company purchased Arkansas Best Corporation’s 19% ownership interest in Wingfoot Commercial Tire Systems LLC (“Wingfoot”), a joint venture company formed by Goodyear and Arkansas Best Corporation to sell and service commercial truck tires, provide retread services and conduct related business, for approximately $71 million for which Goodyear has a liability recorded. Goodyear now owns 100% of Wingfoot.

-19-

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)

Net sales in the first quarter of 2003 were $3.55 billion, increasing 7.1% from $3.31 billion in the 2002 first quarter. A net loss of $163.3 million or $0.93 per share was recorded in the 2003 first quarter compared to a net loss of $63.2 million or $0.39 per share in the 2002 period. The 2003 first quarter included an after-tax rationalization charge of $65.2 million or $0.37 per share.

     Revenues in the first quarter of 2003 increased from the 2002 period primarily due to the impact of currency translation of approximately $139 million. Tire unit price improvements also had a favorable impact on first quarter revenues while lower tire unit volume had a negative impact on the 2003 period.

     Worldwide tire unit sales in the first quarter of 2003 were 52.6 million units, a decrease of 0.4 million units or 0.8% compared to the 2002 period. North American Tire (U.S. and Canada) volume decreased 1.4 million units or 5.2% in the quarter, while international unit sales increased 1.0 million units or 3.6%. Worldwide replacement unit sales increased 0.7% from the 2002 quarter, due to increases in European Union Tire and Eastern Europe, Africa and Middle East Tire. Original equipment (OE) unit sales decreased 3.8% in the quarter, due to decreases in all regions except Asia Tire. Unit sales in the first quarter of 2002 included approximately 500,000 tires in connection with the Ford tire replacement program.

     Cost of goods sold (CGS) increased in dollars, but decreased to 82.5% of net sales, in the first quarter of 2003, compared to 83.4% in the 2002 period. CGS in the first quarter of 2003 was adversely impacted by approximately $112 million due to currency translation and by approximately $62 million from higher raw material costs.

     Selling, administrative and general expense (SAG) in the first quarter of 2003 increased 11.5% in dollars compared to the 2002 period and was 16.6% of net sales compared to 16.0% in the 2002 period. SAG increased in the first quarter of 2003 compared to the 2002 period primarily as a result of currency translation of approximately $37 million and higher wage and benefit costs of approximately $10 million. Also, SAG was higher in the 2003 quarter due to increases in general and product liability. SAG was favorably impacted due to the change in the vacation policy discussed below.

     During 2002, Goodyear announced the suspension of the matching contribution portion of its savings plans for all salaried associates, effective January 1, 2003. On April 19, 2003, Goodyear’s master contract with the United Steelworkers of America (“USWA”) expired. The Company and the USWA have agreed to extend the master contract on a day-to-day basis. The Company plans to suspend the matching contribution portion of the savings plan for those employees covered by that contract. Goodyear contributed approximately $38 million to the savings plans in 2002. In addition, the Company changed its vacation policy for domestic salaried associates in 2002. As a result of the changes to the policy, the Company will not incur vacation expense for domestic salaried associates in 2003. Vacation expense in 2003 is expected to be reduced by approximately $50 million due to this change in the vacation policy. Expenses were approximately $13 million lower in the first quarter 2003 compared to the 2002 period as a result of the change in the vacation policy.

     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

-20-

impacted if the dollar strengthens versus various foreign currencies. In addition, lower demand from the original equipment 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, increased financing costs and general economic and industry conditions may also adversely impact sales and earnings in future periods.

     Interest expense of $57.8 million decreased 5.2% in the 2003 first quarter compared to the 2002 period. The decrease is due primarily to lower interest rates.

     Other (income) and expense was $26.7 million net expense in the 2003 first quarter compared to $13.9 million net expense in the 2002 period. Other (income) and expense included fees related to financing and financial instruments of $28.0 million and $11.0 million in the first quarters of 2003 and 2002, respectively. Financing fees and financial instruments in the first quarter of 2003 include $14.4 million of costs incurred in connection with the restructuring and refinancing of the Company’s bank credit and receivables securitization facilities.

     Foreign currency exchange gain was $0.6 million in the 2003 first quarter compared to a loss of $13.3 million in the 2002 quarter. Foreign currency exchange in the 2002 first quarter was adversely impacted by approximately $13 million due to currency movements on U.S. dollar denominated monetary items in Argentina.

     For the first three months of 2003, Goodyear recorded tax expense of $28.3 million on a loss before income taxes and minority interest in net income of subsidiaries of $123.6 million. Goodyear’s effective tax rate was greater than the U.S. statutory rate because the Company continues to maintain a full valuation allowance against its net Federal and state deferred tax assets. Included in tax expense for the quarter is a tax benefit of $4.4 million related to the favorable settlement of prior years tax liabilities. For the first quarter of 2002, Goodyear recorded a tax benefit of $22.4 million on a loss before income taxes and minority interest in net income of subsidiaries of $72.1 million.

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.

2003 Program

Goodyear recorded a rationalization charge totaling $68.2 million ($65.2 million after tax or $0.37 per share) in 2003. The 2003 rationalization actions consist of research and development, retail, manufacturing and administrative consolidations in North America, Europe and Latin America. Of the $68.2 million charge, $40.7 million related to future cash outflows, primarily associate severance costs, and $27.5 million related to non-cash writeoffs of equipment taken out of service in North America and pension curtailments. Upon completion of these plans, the Company estimates that it will further reduce annual operating costs by approximately $70 million (approximately $40 million SAG and approximately $30 million CGS). Goodyear estimates that SAG and CGS were reduced by approximately $9 million in the first quarter of 2003 as a result of the implementation of this program.

     The 2003 actions included associate-related costs of $60.9 million for the release of approximately 950 research and development, retail, manufacturing and administrative associates in Europe, the United States and Latin America. During the first quarter of 2003, $24.3 million was incurred for the release of approximately 450 associates. Rationalization costs, other than associate-related costs, totaled $7.3 million and were for the writeoff of equipment taken out of service in North America and outplacement services. During the first quarter of 2003, $7.2 million of other than associate-related costs were incurred. The remaining reserve for costs related to the completion of these actions was $36.7 million at March 31, 2003.

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2002 Program

Goodyear recorded a net rationalization charge of $8.6 million ($8.8 million after tax or $0.05 per share) in 2002, which included reversals of $17.9 million ($14.2 million after tax or $0.09 per share) for reserves from rationalization actions no longer needed for their originally intended purposes and new charges of $26.5 million ($23.0 million after tax or $0.14 per share). The 2002 rationalization actions consisted of a manufacturing facility consolidation in Europe, the closure of a mold manufacturing facility and a plant consolidation in the United States and administrative consolidations.

     The 2002 actions included associate-related costs of $20.3 million for the release of approximately 1,000 manufacturing and administrative associates in Europe and the United States. To date, approximately 450 associates have been released, including approximately 200 associates during the first quarter of 2003, for which $10.1 million was incurred. Rationalization costs, other than associate-related costs, totaled $6.2 million and were primarily for the writeoff of equipment taken out of service in the Engineered Products and North American Tire Segments and noncancellable contract costs. Goodyear incurred $1.5 million of other than associate-related costs during the first quarter of 2003, primarily for ongoing noncancellable lease costs. The remaining reserve for costs related to the completion of these actions was $9.1 million and $20.7 million at March 31, 2003 and December 31, 2002, respectively.

     Goodyear estimates that operating costs were reduced by approximately $15 million in the first quarter of 2003 as a result of the implementation of this program. Plan savings have been substantially offset by higher conversion costs including increased compensation and benefit costs.

Fourth Quarter 2001 Program

Goodyear recorded a net rationalization totaling $127.8 million ($101.2 million after tax or $0.62 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 2,050 associates have been released, including approximately 50 associates during the first quarter of 2003, for which $1.8 million was incurred. Rationalization costs, other than associate-related costs, totaled $78.8 million, of which $40.0 million related to the writeoff of tire manufacturing equipment taken out of service, principally in the Asia Tire Segment, and noncancellable lease contracts. Goodyear incurred $0.7 million of other than associate-related costs in 2003, primarily for ongoing noncancellable lease costs. The remaining reserve for costs related to the completion of these actions was $23.6 million and $26.1 million at March 31, 2003 and December 31, 2002, respectively.

     Goodyear estimates that operating costs were reduced by approximately $20 million in the first quarter of 2003 as a result of the implementation of this 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.

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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 original equipment 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. Goodyear may also be impacted by economic disruptions associated with global events including war, acts of terror and civil obstructions. On April 19, 2003, Goodyear’s master contract with the USWA expired. Although Goodyear and the USWA have agreed to extend the master contract on a day-to-day basis, 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.

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, warranty, workers’ compensation, 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.

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 March 31, 2003, Goodyear had recorded liabilities aggregating $248.3 million ($229.1 million at December 31, 2002) 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 102,000 asbestos claims pending at March 31, 2003 (approximately 97,000 claims at December 31, 2002), and an asset for expected recoveries under coverage-in-place agreements with certain primary insurance carriers. The claims relate to alleged exposure to asbestos in certain rubber coated products manufactured by Goodyear in the past or to asbestos in

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certain Goodyear facilities. During the first quarter of 2003, Goodyear received approximately 8,000 new claims and resolved approximately 3,000 asbestos claims. The amount spent on asbestos litigation defense and claim resolution (before recovery of insurance proceeds) was approximately $7.3 million during the first quarter of 2003.

     The portion of the recorded liabilities relating to asbestos claims is based on pending claims only. 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. No liability has been recorded for unknown asbestos claims, and Goodyear cannot predict the number of future asbestos claims, the ultimate 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, most of which are not subject to coverage-in-place agreements.

     Goodyear also has claims asserted in other legal proceedings to which it is currently a party. The Company appealed judgments of $22.7 million and $1.3 million in civil actions in Colorado State Court, related to alleged breaches of warranties 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 eleven class actions and five 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 currently accrued for at March 31, 2003, with respect thereto which would be material relative to the consolidated financial position, results of operations or liquidity of Goodyear at March 31, 2003, although an unanticipated adverse final determination in these proceedings could have a material impact on Goodyear’s results of operations, financial position and liquidity in any quarter or for the year.

Environmental Matters. At March 31, 2003, Goodyear had recorded liabilities totaling $54.5 million ($53.5 million at December 31, 2002) 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.

Workers’ Compensation. Goodyear had recorded liabilities totaling $141.1 million and $136.7 million for anticipated costs related to workers’ compensation at March 31, 2003 and December 31, 2002, respectively. The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on Goodyear’s assessment of potential liability using an analysis of available information with respect to pending claims, historical experience, and current cost trends. The amount of Goodyear’s ultimate liability in respect of these matters may differ from these estimates.

Deferred Tax Asset Valuation Allowance. Goodyear continues to maintain a valuation allowance against all of its net Federal and state and some of its international subsidiaries deferred tax assets.

     The net Federal and state deferred tax assets are almost entirely composed of deductions available to reduce Federal and state taxable income in future years. The international deferred tax assets include loss carryforwards as well as deductions available to reduce future international taxable income.

     Goodyear intends to adjust or eliminate the valuation allowance when sufficient positive evidence exists to support realization of some or all of its Federal, state and international deferred tax assets.

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, maximum company covered benefit costs, life expectancies, retirement rates, discount rates, long term rates of return on plan assets 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

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experience and anticipated future trends, including an assumption about inflation. Discount rates are based on market indicators at the time these assumptions are established. The expected return on plan assets is determined using historical compound annualized returns of Goodyear’s pension fund for 15 or more years. 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 financial position, results of operations and liquidity in future periods could be affected.

     Although subject to change in view of the volatility of the capital markets, based on current estimates, Goodyear expects to make contributions to its domestic pension plans of approximately $375 million to $425 million in 2004 in order to satisfy statutory minimum funding requirements. Goodyear will be subject to additional statutory minimum funding requirements after 2004. The amount of funding requirements could be substantial and will be based on a number of factors, including the value of the pension assets at the time as well as the interest rate for the relevant period.

SEGMENT INFORMATION

Segment information reflects the strategic business units (“SBUs”) of Goodyear, which are organized to meet customer requirements and global competition. The Tire business is managed on a regional basis. Engineered Products and Chemical Products are managed on a global basis.

     Results of operations in the Tire and Engineered Products Segments were measured based on net sales to unaffiliated customers and segment operating income. Results of operations of the Chemical Products Segment were measured based on net sales (including sales to other SBUs) and segment operating income. Segment operating income included transfers to other SBUs. Segment operating income was computed as follows: Net Sales less CGS and SAG (excluding certain corporate expenses). Segment operating income also included equity (earnings) losses in affiliates. Segment operating income did not include the previously discussed rationalization charges.

     Total segment operating income was $68.0 million in the first quarter of 2003, increasing 106.7% from $32.9 million in the 2002 quarter. Total segment operating margin (total segment operating income divided by segment sales) in the first quarter of 2003 was 1.8%, compared to 1.0% in the 2002 period.

     Management believes that total segment operating income is useful because it represents the aggregate value of income created by the Company’s SBUs and excludes items not directly related to the SBUs for performance evaluation purposes. Total segment operating income is the sum of the individual SBUs’ segment operating income as measured in accordance with Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information.” Refer to the note to the financial statements No. 7, Business Segments, for a reconciliation of total segment operating income to loss before income taxes.

North American Tire

	Three Months Ended
	March 31,
(In millions)	2003			2002
Tire Units		24.8			26.2
Sales	$	1,591.1		$	1,651.8
Segment Operating Income		(61.5)			(51.3)
Segment Operating Margin		(3.9)	%		(3.1)	%

North American Tire segment unit sales in the 2003 first quarter decreased 1.4 million units or 5.2% from the 2002 period. Replacement unit volume decreased 6.4% and OE unit volume decreased 2.7%.

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     Revenues decreased 3.7% the first quarter of 2003 from the 2002 period due to reduced volume in certain segments of the replacement market and the lower tire units delivered in connection with the Ford tire replacement program initiated in 2001. Unfavorable product mix also negatively impacted sales compared to 2002. 2002 first quarter OE sales were also favorably impacted by an increase in auto production.

     During the first quarter of 2002, Goodyear supplied approximately 500,000 tire units for the Ford tire replacement program with a segment operating income benefit of approximately $10 million for that period. Ford ended the replacement program on March 31, 2002. Segment operating income in the first quarter of 2002 also included a charge of approximately $10 million related to the return of tires previously sold by Goodyear to Penske Automotive Centers. On April 6, 2002, Penske Automotive Centers announced plans to close its 563 stores in the United States.

     North American Tire segment operating income in the first quarter of 2003 decreased 19.9% from the 2002 quarter. Higher raw material costs of approximately $22 million and a volume short fall of approximately $11 million unfavorably impacted 2003 segment operating income. 2003 segment operating income was positively impacted by approximately $10 million due to the change in the salaried associates’ vacation policy discussed above. Reduced research and development costs, improvements in retail operations and cost savings initiatives also benefited segment operating income.

     Segment operating income in 2003 did not include first quarter rationalization charges totaling $56 million.

     Revenues and segment operating income 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 mix, increases in raw material and energy prices, higher wage and benefit costs and general economic conditions. On April 19, 2003, Goodyear’s master contract with the USWA expired. Approximately 8,400 employees or 26% of the segment’s employees are covered by this contract. Although Goodyear and the USWA have agreed to extend the master contract on a day-to-day basis, it is uncertain at this time whether an agreement will be reached without interruption of production, and the terms of any agreement ultimately reached could result in higher wage and benefit costs in the United States. Any prolonged interruption of production could have a material adverse effect on the Company’s financial position, results of operations and liquidity.

European Union Tire

	Three Months Ended
	March 31,
(In millions)	2003			2002
Tire Units		15.8			15.1
Sales	$	930.9		$	744.9
Segment Operating Income		32.0			16.6
Segment Operating Margin		3.4	%		2.2	%

European Union Tire segment unit sales in the 2003 first quarter increased 0.7 million units or 4.8% from the 2002 period. Replacement unit sales increased 11.6% while OE volume decreased 7.7%.

     Revenues in the first quarter of 2003 increased 25.0% compared to 2002 primarily due to the favorable effect of currency translation of approximately $171 million. Higher volume, price increases and improved product mix also positively affected revenues in the 2003 quarter.

     For the first quarter of 2003, segment operating income increased 92.8% compared to 2002 due to lower conversion costs of approximately $15 million, the positive effect of currency translation of approximately $9 million and higher volume of approximately $9 million. Higher raw material costs of approximately $10 million and higher SAG costs negatively affected first quarter 2003 segment

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operating income compared to 2002.

     Segment operating income in 2003 did not include first quarter rationalization charges totaling $9.0 million.

     Revenues and segment operating income in the European Union Tire Segment may be adversely affected in future periods by the effects of continued competitive pricing conditions, changes in mix, 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
	March 31,
(In millions)	2003			2002
Tire Units		4.0			3.8
Sales	$	227.4		$	174.5
Segment Operating Income		21.0			10.8
Segment Operating Margin		9.2	%		6.2	%

Eastern Europe, Africa and Middle East Tire (“Eastern Europe Tire”) segment unit sales in the 2003 first quarter increased 0.2 million units or 6.4% from the 2002 period. Replacement unit sales increased 10.9% while OE volume decreased 11.1%.

     Revenues increased 30.3% in the 2003 first quarter compared to 2002 primarily due to improved pricing and the positive impact of currency translation. Revenue was favorably affected by currency translation of approximately $35 million, primarily in South Africa where the Rand gained against the U.S. dollar compared to the 2002 period.

     Segment operating income in the 2003 quarter increased 94.4% from the 2002 quarter. Segment operating income for the 2003 period was favorably impacted by approximately $6 million related to currency translation and by approximately $5 million due to lower conversion costs. Higher volume favorably impacted 2003 segment operating income by approximately $4 million, while higher raw material prices of approximately $4 million negatively impacted the 2003 period.

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

Latin American Tire

	Three Months Ended
	March 31,
(In millions)	2003			2002
Tire Units		4.7			4.9
Sales	$	231.7		$	245.6
Segment Operating Income		26.0			25.4
Segment Operating Margin		11.2	%		10.3	%

Latin American Tire segment unit sales in the 2003 first quarter were down 0.2 million units or 5.7% from the 2002 period. Replacement unit sales decreased 1.7% and OE volume decreased 15.9%.

     Revenues in the 2003 first quarter decreased 5.7% from the 2002 period. Currency translation reduced sales by approximately $69 million in the first quarter compared to 2002. Revenues during the period benefited from improved prices and product mix.

     Segment operating income in the 2003 quarter increased 2.4% from the 2002 period. Segment operating income was favorably impacted by approximately $36 million related to improved pricing levels and product mix. Price adjustments were made to partially offset the adverse impact of currency movements. Currency

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translation reduced segment operating income by approximately $27 million. Higher conversion costs of approximately $5 million and increased raw material costs of approximately $5 million also negatively impacted segment operating income compared to the 2002 period.

     Segment operating income in 2003 did not include first quarter rationalization charges totaling $0.9 million.

     Revenues and segment operating income in the Latin American Tire Segment may be adversely affected in future periods by the effects of continued competitive pricing conditions, changes in mix, 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
	March 31,
(In millions)	2003			2002
Tire Units		3.3			3.0
Sales	$	140.5		$	121.7
Segment Operating Income		12.7			7.6
Segment Operating Margin		9.0	%		6.2	%

Asia Tire segment unit sales in the 2003 first quarter increased .3 million or 8.9% from the 2002 period. Replacement unit sales decreased 1.1% and OE volume increased 35.3%.

     Revenues in the 2003 quarter increased 15.4% compared to the 2002 period due primarily to higher OE volume. Improved selling prices on replacement and OE tires also favorably impacted revenues in the 2003 period.

     Segment operating income in the first quarter increased 67.1% compared to the 2002 period due to improved pricing and product mix of approximately $6 million, the favorable impact of currency translation of approximately $2 million and higher volume of approximately $2 million. 2003 segment operating income was adversely affected by higher raw material prices of approximately $6 million and increased SAG costs.

     Revenues and segment operating income in the Asia Tire Segment may be adversely affected in future periods by the effects of continued competitive pricing conditions, changes in mix, increases in raw material and energy costs and currency translation.

     Sales and segment operating income 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, but are reflected in Goodyear’s Consolidated Statement of Income using the equity method.

     The following presents 100% of the sales and operating income of SPT:

	Three Months Ended
	March 31,
(In millions)	2003			2002
Net sales	$	142.1		$	121.0
Operating loss		(1.2	)		(3.3	)

SPT debt totaled $147.2 million at March 31, 2003, of which $33.0 million was payable to Goodyear. At December 31, 2002, debt totaled $131.3 million, of which $26.3 million was payable to Goodyear.

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Engineered Products

	Three Months Ended
	March 31,
(In millions)	2003			2002
Sales	$	291.9		$	283.1
Segment Operating Income		10.8			10.2
Segment Operating Margin		3.7	%		3.6	%

Engineered Products revenues increased 3.1% in the first quarter of 2003 from 2002 due largely to higher sales of replacement and military products, while sales of industrial products declined. Revenues were adversely impacted by currency translation of approximately $4 million.

     Segment operating income increased 5.9% in the first quarter of 2003 compared to the 2002 period due to higher volume of approximately $4 million which is due in part to a customer’s purchase of inventory previously held on consignment and improved pricing and product mix of approximately $2 million. 2003 segment operating income was negatively impacted by higher conversion costs of approximately $4 million and higher SAG costs of approximately $1 million.

     Segment operating income in 2003 did not include first quarter rationalization charges totaling $0.6 million.

     Revenues and segment operating income in the Engineered Products Segment may be adversely affected in future periods by lower original equipment demand, competitive pricing pressures, expected continuing unfavorable economic conditions in certain markets, adverse economic conditions globally in the mining, construction and agriculture industries, 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 USWA, which expired on April 19, 2003. Approximately 2,300 employees or 31% of the segment’s employees are covered by this contract. Although Goodyear and the USWA have agreed to extend the master contract on a day-to-day basis, 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. Any prolonged interruption of production could have a material effect on the Company’s financial position, results of operations and liquidity.

Chemical Products

	Three Months Ended
	March 31,
(In millions)	2003			2002
Sales	$	297.9		$	196.3
Segment Operating Income		27.0			13.6
Segment Operating Margin		9.1	%		6.9	%

Chemical Products revenues increased 51.8% in the 2003 first quarter compared to 2002. Approximately 60% of Chemical Products sales are to Goodyear’s other segments. Natural rubber plantations, a rubber processing facility and natural rubber purchasing operations are included in the Chemical Products Segment. Revenues in the first quarter of 2003 increased primarily due to higher volume and higher net selling prices. The higher net selling prices were caused by increased raw material and energy costs.

     Segment operating income in the 2003 quarter increased 98.5% from the 2002 period primarily due to improved volume of approximately $12 million as pricing offset raw material and energy increases. The natural rubber operations contributed approximately $5 million of the improvement through pricing and volume.

     The Company is exploring the possible sale of its Chemical business to both enhance its financial flexibility and focus future investments on its core business.

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

LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES

Net cash used in operating activities was $373.2 million during the first quarter of 2003, as reported on the Company’s Consolidated Statement of Cash Flows. Working capital increased from March 31, 2002 to March 31, 2003, due primarily to increased accounts receivable and inventory.

INVESTING ACTIVITIES

Net cash used in investing activities was $57.0 million during the first quarter of 2003. Capital expenditures were $90.1 million, and were primarily for plant modernizations and new tire molds. Capital expenditures are expected not to exceed $360 million in 2003.

	Three Months Ended
	March 31,
(In millions)	2003		2002
Capital Expenditures	$	90.1	$	75.8
Depreciation and Amortization		147.9		146.8

On April 8, 2003, Goodyear sold 20.8 million shares of its investment in Sumitomo Rubber Industries, Ltd. (“SRI”) for approximately $83 million.

     On April 28, 2003, the Company purchased Arkansas Best Corporation’s 19% ownership interest in Wingfoot Commercial Tire Systems LLC, a joint venture company formed by Goodyear and Arkansas Best Corporation to sell and service commercial truck tires, provide retread services and conduct related business, for approximately $71 million for which Goodyear has a liability recorded. Goodyear now owns 100% of Wingfoot Commercial Tire Systems LLC.

FINANCING ACTIVITIES

Net cash provided by financing activities was $219.3 million during the first three months of 2003.

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

(In millions)	March 31, 2003			December 31, 2002			March 31, 2002
Consolidated Debt	$	3,826.7		$	3,642.2		$	3,561.0
Debt to Debt and Equity		87.2	%		84.8	%		56.3	%

Credit Sources

Restructuring and Refinancing of Credit Facilities

On April 1, 2003, the Company completed a comprehensive restructuring and refinancing of its bank credit and receivables securitization facilities. After completing the restructuring and refinancing, the Company replaced a total of $2,938 million in finance facilities with a total of $3,345 million of finance facilities including:

• $750 million Senior Secured U.S. Revolving Credit Facility due April 2005;

• $645 million Senior Secured U.S. Term Facility due April 2005;

• $650 million Senior Secured European Facilities due April 2005; and

• $1.30 billion Senior Secured Asset-Backed Facilities due March 2006.

     The Company had approximately $319 million of unused available committed credit under the new facilities as of April 1, 2003. In addition, in connection with the restructuring and refinancing, the Company estimates that it increased its cash balance by approximately $515 million on April 1, 2003.

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     With the exception of approximately $700 million in domestic accounts receivable securitizations and $63 million in Canadian accounts receivable securitizations, each of the replaced finance facilities was unsecured. In addition to the restructured facilities, at April 1, 2003, various international subsidiaries of Goodyear had approximately $275 million ($346 million prior to restructuring) of available borrowings under non-domestic accounts receivable securitization facilities. The Company expects these international accounts receivable securitization facilities to be reduced in the second quarter of 2003 and is evaluating alternatives to replace or restructure them. As of April 1, 2003, Goodyear had short term committed and uncommitted bank credit arrangements totaling approximately $418 million, of which approximately $253 million were unused. The continued availability of these arrangements is at the discretion of the relevant lender and a portion of these arrangements may be terminated as a result of the restructuring and refinancing.

     As of April 1, 2003, the Company estimates that the total fees and expenses incurred for the restructuring and refinancing will be approximately $120 million. In addition, the Company will pay a termination fee on the senior secured asset-backed facilities at termination estimated to be equal to 100 basis points of the aggregate principal amount. Of these costs, $14.4 million was charged against income in the first quarter of 2003 and the remainder will be charged against income over the term of the agreements.

     The accounts receivable and debt that are subject to the new $1.30 billion asset-backed facilities will be included on Goodyear’s consolidated balance sheet. Accounts receivable subject to the terminated $763 million domestic and Canadian accounts receivable programs were not included on the consolidated balance sheet at March 31, 2003 or December 31, 2002.

$750 Million Senior Secured U.S. Revolving Credit Facility

The Company’s amended and restated senior secured $750 million five-year revolving credit facility is with 26 domestic and international banks and provides for borrowing up to the $750 million commitment at any time until April 30, 2005. Up to $600 million of the facility is available for the issuance of letters of credit. The Company pays an annual commitment fee of 75 basis points on the undrawn portion of the commitment under the U.S. five-year revolving credit facility.

$645 Million Senior Secured U.S. Term Facility

The $645 million U.S. term facility is with 33 domestic and international banks and matures on April 30, 2005.

     The Company may obtain loans under both the U.S. five-year revolving credit facility and the U.S. term facility (collectively, the “U.S. facilities”) bearing interest at LIBOR plus 400 basis points or an alternative base rate (the higher of JPMorgan’s prime rate or the federal funds rate plus 5 basis points) plus 300 basis points. If loans under the $645 million term facility remain outstanding on April 30, 2004, fees equal to 100 basis points (or 75 basis points if such facility has been reduced to not more than $200 million) shall be paid to each lender on its ratable portion of the amount outstanding under the U.S. facilities.

     The collateral pledged under the U.S. facilities includes:

• subject to certain exceptions, all of the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of its foreign subsidiaries;

• perfected first-priority security interests in and mortgages on certain property, plant and equipment with a book value of at least $1.00 billion;

• perfected first-priority security interests in and mortgages on substantially all of Goodyear’s other tangible and intangible assets including real property, equipment, contract rights and intellectual property; and

• perfected second-priority security interests in all accounts receivable and inventory pledged as security under the Company’s $1.30 billion senior secured asset-backed facilities, cash and cash accounts, and 65% of the capital stock of Goodyear Finance Holding S.A.

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     The indentures for the Company’s Swiss franc denominated bonds limit its ability to use its domestic tire and automotive parts manufacturing facilities as collateral for secured debt without triggering a requirement that bond holders be secured on an equal and ratable basis. The manufacturing facilities indicated above will be pledged to ratably secure the Company’s Swiss franc denominated bonds to the extent required under the applicable indenture. However, the aggregate amount collateralized by these manufacturing facilities will be limited to 15% of the Company’s shareholders’ equity, in order that the security interests granted to the lenders under the restructured facilities will not be required to be shared with the holders of indebtedness outstanding under the Company’s other existing bond indentures.

     The U.S. facilities contain certain covenants that, among other things, limit the Company’s ability to incur additional secured indebtedness (including a limit of $275 million in accounts receivable transactions), make investments, and sell assets beyond specified limits. The facilities prohibit Goodyear from paying dividends on its common stock. Goodyear must also maintain a minimum consolidated net worth (as such term is defined in the U.S. facilities) of at least $2.80 billion and $2.50 billion for quarters ending in 2003 and 2004, respectively, and $2.00 billion for the quarter ending March 31, 2005. Goodyear also is not permitted to fall below a ratio of 2.25 to 1.00 of consolidated EBITDA to consolidated interest expense (as such terms are defined in the U.S. facilities) for any period of four consecutive fiscal quarters. In addition, Goodyear’s ratio of consolidated senior secured indebtedness to consolidated EBITDA (as such terms are defined in the U.S. facilities) is not permitted to be greater than 4.00 to 1.00 at any time.

     In addition, the U.S. term facility requires that any amount outstanding under the facility be prepaid with:

• 75% of the net cash proceeds of any asset sales or dispositions greater than $5.0 million;

• 50% of net cash proceeds of any sale of the Engineered Products Division; and

• 50% of the net cash proceeds of any debt or equity issuances.

     Since April 1, 2003, the Company has used the proceeds of the sale of shares of SRI to pay down $62.1 million of the U.S. term facility.

     The U.S. facilities also limit the amount of capital expenditures the Company may make to $360 million, $500 million, and $200 million in 2003, 2004 and 2005 (through April 30), respectively. The amounts of permitted capital expenditures may be increased by the amount of net proceeds retained by the Company from permitted asset sales and equity and debt issuances after application of the prepayment requirement in the U.S. term facility described above. As a result of the second quarter 2003 sale of 20,833,000 shares of SRI for approximately $83 million, the capital expenditure limit for 2003 has increased from $360 million to approximately $381 million. In addition, to the extent the Company does not reach the limit of permitted capital expenditures in any given year, such shortfall may be carried over into the next year.

$650 Million Senior Secured European Facilities

Goodyear Dunlop Tires Europe B.V. (“GDTE”) has entered into a $250 million senior secured revolving credit facility and a $400 million senior secured term loan facility (collectively, the “European facilities”). These facilities are with 33 domestic and international banks and mature on April 30, 2005.

     GDTE pays an annual commitment fee of 75 basis points on the undrawn portion of the commitments under the European revolving facility. GDTE may obtain loans under the European facilities bearing interest at LIBOR plus 400 basis points or an alternative base rate (the higher of JPMorgan’s prime rate or the federal funds

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rate plus 5 basis points) plus 300 basis points. If loans under the $645 million U.S. term facility remain outstanding on April 30, 2004, fees equal to 100 basis points (or 75 basis points if such facility has been reduced to not more than $200 million) shall be paid to each lender on its ratable portion of the amount outstanding under each of the European facilities.

     The collateral pledged under the European facilities includes:

• all of the capital stock of Goodyear Finance Holding S.A. and certain subsidiaries of GDTE; and

• a perfected first-priority interest in and mortgages on substantially all the tangible and intangible assets of GDTE in the United Kingdom, Luxembourg, France and Germany (and Slovenia if Sava Joint Venture Holding becomes a wholly-owned subsidiary of GDTE), including certain accounts receivable, inventory, real property, equipment, contract rights and cash and cash accounts, but excluding certain accounts receivable used in securitization programs.

     Consistent with the covenants applicable to Goodyear in the U.S. facilities, the European facilities contain certain covenants applicable to GDTE and its subsidiaries which, among other things, limit GDTE’s ability to incur additional indebtedness (including a limit of $275 million in accounts receivable transactions), make investments, sell assets beyond specified limits, pay dividends and make loans or advances to Goodyear companies that are not subsidiaries of GDTE. The European facilities also contain certain covenants applicable to the Company identical to those in the U.S. facilities. The European facilities also limit the amount of capital expenditures that GDTE may make to $180 million, $250 million and $100 million in 2003, 2004 and 2005 (through April 30), respectively.

     Subject to the provisions in the European facilities and agreements with Goodyear’s joint venture partner, SRI (which include limitations on loans and advances from GDTE to Goodyear and a requirement that transactions with affiliates be consistent with past practices or on arms-length terms), GDTE is permitted to transfer funds to Goodyear.

     Any amount outstanding under the term facility is required to be prepaid with:

• 75% of the net cash proceeds of all sales and dispositions of assets by GDTE and its subsidiaries greater than $5 million; and

• 50% of the net cash proceeds of debt and equity issuances by GDTE and its subsidiaries.

     The U.S. and European facilities can be used, if necessary, to fund ordinary course of business needs, to repay maturing debt, and for other needs as they arise.

$1.30 Billion Senior Secured Asset-Backed Credit Facilities

The Company has also entered into senior secured asset-backed credit facilities in an aggregate principal amount of $1.30 billion, consisting of a $500 million revolving credit facility and an $800 million term loan facility. These facilities may be increased to not more than $1.60 billion through extensions of, or increases in, commitments by new or existing creditors. The facilities mature on March 31, 2006. Availability under the facilities is limited by a borrowing base equal to the sum of (a) 85% of adjusted eligible accounts receivable and (b) (i) if the effective advance rate for inventory is equal to or greater than 85% of the recovery rate (as determined by a third party appraisal) of such inventory, 85% of the recovery rate of such inventory, or (ii) if the effective advance rate for inventory is less than 85% of the recovery rate, (A) the sum of 35% of eligible raw materials, 65% of adjusted eligible finished goods relating to the North American Tire Segment, and 60% of adjusted eligible finished goods relating to the retail division, Engineered Products Segment and Chemical Products Segment minus

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(B)  a rent reserve equal to three months’ rent and warehouse charges at facilities where inventory is stored. The calculation of the borrowing base and reserves against inventory and accounts receivable included in the borrowing base are subject to adjustment from time to time by the administrative agent and the majority lenders in their discretion (not to be exercised unreasonably), based on the results of ongoing collateral and borrowing base evaluations and appraisals. Availability under the facilities is further limited by a $50 million availability block. If at any time the amount of outstanding borrowings under the facilities exceeds the borrowing base, the Company will be required to prepay borrowings sufficient to eliminate the excess or maintain compensating deposits with the agent bank. The facilities are collateralized by a first-priority security interest in all accounts receivable and inventory of Goodyear and its domestic and Canadian subsidiaries (excluding accounts receivable and inventory related to the Company’s North American joint venture with SRI and Wingfoot Commercial Systems). The facilities contain certain covenants which are materially the same as those in the U.S. facilities, with capital expenditures of $500 million and $150 million permitted in 2005 and 2006 (through March 31), respectively.

Terminated or Amended Facilities

Until April 1, 2003, the Company was a party to two revolving credit facilities, consisting of a $750 million five-year revolving credit facility and a $575 million 364-day revolving credit facility. The Company was also a party to an $800 million term loan agreement, a $50 million term loan agreement, a $700 million accounts receivable facility with respect to its domestic trade accounts receivable and an aggregate of $346 million of non-domestic accounts receivable facilities. With the exception of (i) $275 million of the non-domestic accounts receivable facilities, which remain in place as of April 1, 2003, and (ii) the $750 million five-year revolving credit facility, which was amended and restated, each of these arrangements was terminated as of April 1, 2003, in connection with the restructuring and refinancing.

Terminated or Amended Credit Facilities

Prior to being amended and restated, the $750 million five-year revolving credit facility was with 26 domestic and international banks and provided for borrowings of up to the $750 million commitment at any time until August 15, 2005, when the commitment was to terminate and any outstanding loans were to mature. During the first three months of 2003, commitment fees averaged 50 basis points. Under the five-year revolving credit facility, the Company was permitted to provide up to $200 million of standby letters of credit. The Company provided $199.7 million of standby letters of credit as of March 31, 2003. During the first quarter of 2003, participation fees for the five-year revolving credit facility averaged 150 basis points.

     The $575 million 364-day revolving credit facility, which was an extension of a $775 million facility which expired on August 13, 2002, was with 21 domestic and international banks and provided for borrowings of up to the $575 million commitment at any time until August 12, 2003. During the first quarter of 2003, commitment fees for the 364-day revolving credit facility averaged 35 basis points.

     As of April 1, 2003, there were borrowings of $600 million under the revolving facilities.

     The $800 million term loan was with 28 domestic and international banks and was scheduled to mature on March 30, 2004.

     The revolving credit facilities and the term loan contained certain covenants which, among other things, required 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 agreements established limits on the aggregate amount of consolidated debt and certain other obligations the Company and its subsidiaries were permitted to incur and on the amount of unfunded benefit obligations permitted under certain of the Company’s pension plans.

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     During 2002 and early 2003 there was a series of reductions in the Company’s credit ratings, and the Company perceived the possibility that it would not continue to comply with covenants in its financing agreements relating to pension plan funding and minimum net worth in its existing financing agreements. Accordingly, the Company entered into discussions with its lenders regarding amendments of its financing agreements. On December 24, 2002, the Company obtained waivers of the pension funding and net worth covenants contained in its revolving credit facilities and term loan agreement. The Company paid fees to the lenders as consideration for their granting the waivers. On March 5, 2003, these waivers were extended to April 4, 2003, and additional fees were paid.

Terminated Domestic Accounts Receivable Securitization Facility

Until April 1, 2003, Goodyear maintained 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 (“SPE”). The results of operations and financial position of Wingfoot A/R LLC are not included in the consolidated financial statements of the Company as provided by Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” Wingfoot A/R LLC purchased Goodyear’s receivables with (a) the cash proceeds of borrowings from a group of four bank-affiliated issuers of commercial paper, which borrowings ($577.5 million and $624.1 million at March 31, 2003 and December 31, 2002, respectively) were 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 paid fees under the program based on certain variable market interest rates and other agreed amounts. These fees were reported as Other (Income) and Expense. Wingfoot A/R LLC was permitted to borrow a maximum of $700 million from the note purchasers. The aggregate amount of Goodyear’s investments in Wingfoot A/R LLC was $448.7 million and $313.1 million at March 31, 2003 and December 31, 2002, respectively.

     The Wingfoot A/R facility was amended on December 10, 2002. The amendment reduced the rating required to be maintained by the Company for its long term debt discussed above from Ba2/BB to Ba3/BB-. In connection with the amendment, the Company agreed to increase the amounts payable to the lenders under the facility and paid fees to the lenders as additional consideration for their granting the amendment. On March 20, 2003, Moody’s Investor Services lowered Goodyear’s senior unsecured rating to B1. Although this rating provided the lenders with certain termination rights, the lenders did not seek to terminate the facility and the outstanding borrowings under the facility were retired in connection with the restructuring and refinancing on April 1, 2003.

Non-Domestic Accounts Receivable Securitization Facilities

Various international subsidiaries of the Company have also established accounts receivable continuous sales programs whereunder these subsidiaries may receive proceeds from the sale of certain of their receivables. These subsidiaries retain servicing responsibilities. As of April 1, 2003, the amount available for borrowing under these facilities was approximately $275 million ($346 million prior to the restructuring). The Company expects these facilities to be reduced in the second quarter of 2003 and is evaluating alternatives to replace them. During March 2003, a $63 million accounts receivable facility in Canada was retired. The receivables pledged under the retired Canadian facility now constitute a portion of the collateral pledged under the $1.30 billion senior secured asset-backed facility. In addition, various other international subsidiaries of Goodyear sold certain of their trade receivables during 2003 and 2002.

     At March 31, 2003, the net proceeds for all sales of receivables by Goodyear were $859.3 million. Net cash outflows of $71.6 million were recorded in the first quarter of 2003 for transfers of accounts receivable under these and other programs. For further information, refer to the note to the financial statements No. 5, Accounts and Notes Receivable.

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Credit Ratings

On January 1, 2002, Standard & Poor’s and Moody’s Investor Services rated the Company’s long term debt at BBB and Baa3, respectively. During 2002 and early 2003, credit rating agencies reduced the Company’s credit rating on short term and long term debt to non-investment grade status. As a result of these ratings actions and other related events, the Company’s access to the capital markets is limited. In addition, financing and related expenses under some existing arrangements have increased as a result of the Company’s non-investment grade ratings.

     On March 20, 2003, Moody’s Investor Services assigned a Ba2 long term debt rating to Goodyear’s then proposed restructured credit facilities. At the same time, Moody’s assigned Goodyear a senior implied rating of Ba3, an unsecured long-term issuer rating of B1 and lowered Goodyear’s senior unsecured debt rating to B1. Moody’s rating outlook is stable. On March 20, 2003, Standard & Poor’s assigned ratings on the then proposed restructured credit facilities of BB+ for the $1.30 billion senior secured asset-backed credit facility; and BB- for the U.S. facilities and the European facilities. On April 2, 2003, Standard & Poor’s affirmed its BB- long term debt rating, maintained its negative outlook and lowered the rating on Goodyear’s unsecured notes to B+.

Dividends

On February 4, 2003, the Company announced that it eliminated its quarterly cash dividend. The Company had paid cash dividends at a quarterly rate of $.12 per share since the fourth quarter of 2001, when it was decreased from $.30 per share. The determination of dividend payments is made by the Company’s Board of Directors on a quarterly basis. The dividend reduction was effected by the Board in order to conserve cash for the Company’s business and should result in annual cash savings to the Company of approximately $84 million per year. Under the Company’s restructured credit agreements, the Company is not permitted to pay dividends on its common stock.

Turnaround Strategy

The Company is currently implementing the initial stages of a turnaround strategy for the North American Tire Segment which will require the Company to 1) stabilize margins and market shares, 2) simplify the sales and supply chain process, 3) execute key cost-cutting, brand and distribution strategies and 4) grow the business through new product introductions and new sales channels. There is no assurance that the Company will successfully implement this turnaround strategy. In particular, this strategy and the Company’s liquidity could be adversely affected by trends that negatively affected the North American Tire Segment in 2002 and prior years, including industry overcapacity which limits pricing power, weakness in the replacement tire market, increased competition from low cost manufacturers and a related decline in Goodyear’s market share, weak U.S. economic conditions, and increases in medical and pension costs. The Company’s financial position, results of operations and liquidity could also be adversely affected by events related to the expiration of Goodyear’s master contract with the United Steelworkers of America on April 19, 2003, and other factors mentioned in the discussion of the North American Tire Segment above.

Future Capital Requirements

Based upon the Company’s projected operating results, the Company believes that cash flow from operations together with available borrowing under its restructured credit facilities and other sources of liquidity will be adequate to meet the Company’s anticipated requirements for working capital, debt service and capital expenditures.

     Prior to March 2003, the Company had not historically drawn down its revolving credit facilities to meet its liquidity demands. However, during March 2003, the Company drew down $600 million from its revolving credit facilities. In the future, the Company intends to access its restructured revolving credit facilities to support its liquidity demands on an as needed basis.

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     The Company is required to meet certain covenants related to the credit agreements as discussed above. In the event the Company failed to comply with these covenants, the lenders would have the right to cease further loans to the Company and to demand the repayment of all outstanding loans under these facilities.

     The Company’s $3,345 million of bank finance facilities mature in 2005 and 2006; and the Company would have to refinance these facilities in the capital markets if they were not renewed by the banks. Because of its debt ratings, recent operating performance and other factors, the Company believes its access to such markets at the present is limited. The Company’s ability to improve its access to the capital markets is highly dependent on successfully implementing its turnaround strategy. There is no assurance that the Company will be successful in implementing its turnaround strategy. Failure to successfully complete the turnaround strategy could have a material adverse effect on the Company’s financial position, results of operations and liquidity.

COMMITMENTS & CONTINGENCIES

The following table presents, at March 31, 2003, (except Long Term Debt, see (1) below), Goodyear’s obligations and commitments to make future payments under contracts and contingent commitments.

(In millions)	Payment Due by Period as of March 31, 2003
Contractual Obligations	Total		1 Year		2 Years		3 Years		4 Years		5 Years		After 5 Years
Long Term Debt (1)	$	4,949.1	$	223.4	$	1.5	$	3,245.3	$	570.8	$	101.6	$	806.5
Capital Lease Obligations (2)		101.5		9.7		9.0		7.5		6.9		6.8		61.6
Operating Leases (3)		1,410.7		254.5		214.8		172.3		157.8		101.7		509.6
Binding Commitments (4)		400.2		385.9		9.1		1.8		1.5		1.2		0.7
Total Contractual Cash Obligations	$	6,861.5	$	873.5	$	234.4	$	3,426.9	$	737.0	$	211.3	$	1,378.4
	Amount of Commitment Expiration per Period
Other Off Balance Sheet Financial Guarantees Written and Other Commitments (5)	$	86.7	$	61.2	$	5.4	$	0.8	$	0.5	$	4.9	$	13.9

(1)	Long term debt payments include notes payable and reflect the restructuring and refinancing of the Company’s credit facilities on April 1, 2003.
(2)	The present value of capital lease obligations is $63.1 million.
(3)	Operating leases do not include minimum sublease rentals of $42.3 million, $33.8 million, $24.1 million, $16.0 million, $9.9 million and $17.4 million in each of the periods above, respectively, for a total of $143.5 million. Net operating lease payments total $1,267.1 million. The present value of operating leases is $700.4 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 SPEs owned and controlled by independent, unaffiliated lessors that are owned or financed by financial institutions. At March 31, 2003, the Company was a party to lease agreements with two unrelated SPEs. The agreements are related to certain North American distribution facilities and certain corporate aircraft. Minimum operating lease payments in the above table include approximately $30 million in 2006 related to the distribution facilities. 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.
(4)	Binding commitments are for normal operations of the Company and include investments in land, buildings and equipment and raw materials purchased

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	through short term supply contracts at fixed prices or at formula prices related to market prices or negotiated prices.
(5)	Other off-balance-sheet financial guarantees written and other commitments include, at March 31, 2003, approximately $44.1 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 SRI as set forth in the Umbrella Agreement between Goodyear and SRI provide for certain minority exit rights available to SRI commencing in 2009. SRI’s exit rights, in the unlikely event of exercise, could require Goodyear to make a substantial payment to acquire SRI’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 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.

• Pursuant to an agreement entered into in 2001, Goodyear shall purchase minimum amounts of carbon black from a certain supplier from January 1, 2003 through December 31, 2006, at agreed upon base prices that are subject to quarterly adjustments for changes in raw material costs and natural gas costs and a one time adjustment for other manufacturing costs.

• Goodyear expects to make contributions to its domestic pension plans of approximately $375 million to $425 million in 2004 in order to satisfy statutory minimum funding requirements.

     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 short term, intermediate and long term supply contracts at fixed prices or at formula prices related to market prices or negotiated prices.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate 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, and are normally designated as cash flow hedges. 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 March 31, 2003, the interest rates on 61% of Goodyear’s debt were fixed by either the nature of the obligation or through the interest rate swap contracts, compared to 70% at December 31, 2002. Goodyear also from time to time enters into interest rate lock contracts to hedge the risk-free component of anticipated long term debt issuances.

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     The following tables present information at March 31:

(Dollars in millions)
Interest Rate Swap Contracts	2003			2002
Fixed Rate Contracts:
Notional principal amount	$	325.0		$	325.0
Pay fixed rate		5.00	%		5.00	%
Receive variable LIBOR		1.29			2.00
Average years to maturity		1.00			2.00
Fair value – liability	$	(12.2	)	$	(6.3	)
Pro forma fair value – liability		(12.6	)		(7.5	)
Floating Rate Contracts:
Notional principal amount	$	200.0		$	250.0
Pay variable LIBOR		3.16	%		3.66	%
Receive fixed rate		6.63			6.63
Average years to maturity		3.71			4.70
Fair value – asset (liability)	$	18.1		$	(3.7	)
Pro forma fair value – asset (liability)		19.0			(1.9	)

The pro forma fair value assumes a 10% decrease in variable market interest rates at March 31 of each year, and reflects the estimated fair value of contracts outstanding at that date under that assumption.

     Weighted average interest rate swap contract information follows:

	Three Months Ended
	March 31,
(Dollars in millions)	2003			2002
Fixed Rate Contracts:
Notional principal	$	325.0		$	325.0
Pay fixed rate		5.00	%		5.00	%
Receive variable LIBOR		1.40			2.00
Floating Rate Contracts:
Notional principal	$	227.0		$	88.0
Pay variable LIBOR		3.18	%		3.76	%
Receive fixed rate		6.63			6.63

The following table presents fixed rate debt information at March 31:

(In millions)
Fixed Rate Debt	2003		2002
Fair value – liability	$	1,678.7	$	2,317.5
Carrying amount – liability		2,189.8		2,337.1
Pro forma fair value – liability		1,738.2		2,416.7

The pro forma information assumes a 100 basis point decrease in market interest rates at March 31, 2003 and 2002, 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.

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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 foreign currency 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. In April 2003, Euro200 million of the currency swaps were liquidated, resulting in a hedge balance of Euro100 million.

     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 2003. Contracts hedging short term trade receivables and payables normally have no hedging designation.

     The following table presents foreign currency contract information at March 31:

(In millions) Foreign Exchange Contracts	2003			2002
Fair value – asset (liability)		$  72.0			$   (25.0	)
Pro forma change in fair value		9.8			19.6
Contract maturities		4/03-12/18			4/02-3/06
Fair value – asset (liability):
Swiss franc swap-current		$   (1.5	)		$    (2.7	)
Swiss franc swap-long term		35.0			10.1
Euro swaps-current		0.1			(7.3	)
Euro swaps-long term		42.6			(20.5	)
Other-current asset		1.5			0.8
Other-current liability		(2.1	)		(3.4	)

The pro forma change in fair value assumes a 10% change in foreign exchange rates at March 31 of each year, and reflects the estimated change in the fair value of contracts outstanding at that date under that assumption.

     At March 31, 2003, Goodyear held foreign currency Euro put options, exercisable during 2003, to reduce exposure to currency movements on 2003 forecasted intercompany sales. These options are designated as cash flow hedges. At March 31, 2003, the underlying contract value of these options totaled $24.2 million with minimal fair value. The uncertainty of foreign currency markets in the future precludes the Company from assessing whether or not these options will be exercised.

     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 the following risks:

• Goodyear faces significant competition and its ability to compete successfully will depend, in significant part, on Goodyear’s ability to reduce its costs by such means as reduction of excess capacity, elimination of redundancies and shifting production to low-cost supply sources.

• Goodyear’s future profitability is dependent upon its ability to successfully implement its turnaround strategy for the North American Tire Segment and its previously announced rationalization actions.

• Inability to recover higher raw material and energy costs may negatively affect Goodyear’s operating results and financial condition.

• Goodyear’s financial position, results of operations and liquidity could be adversely affected by a work stoppage resulting from the expiration of the master contract with the United Steel Workers of America.

• Depreciation in the value of the securities held in Goodyear’s employee benefit plans would increase Goodyear’s pension expense and under-funding levels, which could adversely affect Goodyear’s operating results and financial condition.

• Goodyear’s long-term ability to meet its current obligations and repay maturing indebtedness is dependent on its ability to improve its operating results, thereby improving access to the capital markets.

• Any failure by Goodyear to comply with any material provision of its restructured credit facilities could have a material adverse effect on Goodyear’s liquidity and operations.

• Goodyear faces product liability litigation as well as possible product recalls. The costs of defending and/or resolving these matters, or the costs of adverse judgments, could have a material adverse effect on Goodyear’s results of operations and financial position.

• Goodyear’s international operations are subject to certain risks associated with doing business in other countries including exposure to local economic conditions, potential adverse changes in the diplomatic relations, local hostilities, adverse currency exchange controls, withholding taxes and restrictions on withdrawal of foreign investments and earnings, expropriations of property, potential instability of foreign governments, risks of renegotiation or modification of agreements with government authorities and changes in local laws or government policies.

• The volatility of currency exchange rates may adversely affect Goodyear’s operating results.

    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.

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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 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, 2002 (the “2002 10-K”), wherein at Item 3 Goodyear reported certain legal proceedings. Goodyear reports the following developments in respect of the legal proceedings described at paragraphs (D) and (F) of Item 3 of the 2002 10-K.

     (1)  At paragraph (D) of Item 3, pages 14 through 16, of the 2002 10-K, Goodyear reported certain civil actions related to alleged breaches of express and implied warranties in respect of Entran II hose manufactured and installed by others in houses or on other properties of the plaintiffs as a part of Heatway radiant floor heating systems. One of the matters discussed in paragraph (D) is Anderson, et al. v. Goodyear, et al., (Case No. 98CV439), a class action complaint filed in November 1998 in the District Court of Eagle County, Colorado. On February 21, 2003, the Court in Anderson ruled that Goodyear was collaterally estopped from claiming, among other things, that the Entran II hose was not defective. The matter is set for trial in July 2003. In addition, on January 24, 2003, a class action complaint, David Pena v. Goodyear, Civil Action No. 030901405, was filed in the Third Judicial District Court in Salt Lake County, Utah on behalf of all property owners in Utah who have Entran II hose installed in their property. The complaint alleges, among other things, that the Entran II hose was defectively designed and that Goodyear knew that Entran II was unfit for its intended use and unreasonably dangerous to the property of consumers. The plaintiffs are seeking damages, attorneys fees and costs and such other relief as the court may deem proper. A similar action, James E. Simon, et al. v. Goodyear et al., Civil Action No. BC294423, was filed on April 22, 2003 in the Superior Court of California, County of Los Angeles. The Simon action was filed on behalf of all property owners in California who have Entran II installed in their property. The complaint alleges, among other things, that Goodyear knew that Entran II was defective and not fit for use in radiant heating, that Entran II is unreasonably dangerous to homeowners and that Goodyear violated the California Consumer Legal Remedies Act and the California Unfair Competition Law. The plaintiffs are seeking, among other things, damages, a civil penalty equal to twice the plaintiffs’ actual damages, attorneys fees and costs and such other relief as the court may deem proper.

     (2)  At paragraph (F) of Item 3, page 16, of the 2002 10-K, Goodyear reported that, at December 31, 2002, it was one of numerous defendants in legal proceedings in certain state and federal courts involving approximately 97,000 claimants relating to their alleged exposure to materials containing asbestos in products allegedly manufactured by Goodyear or asbestos materials present in Goodyear’s facilities. During the first quarter of 2003, approximately 8,000 new claims were filed against Goodyear and approximately 3,000 were settled or dismissed. The amount expended on asbestos defense and claim resolution during the first quarter of 2003 was approximately $7.3 million (before recovery of insurance proceeds). At March 31, 2003, there were approximately 102,000 claims 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

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in Goodyear facilities. The plaintiffs are seeking unspecified actual and punitive damages and other relief.

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 Report on Form 8-K was filed by The Goodyear Tire & Rubber Company during the quarter ended March 31, 2003:

     Form 8-K, dated February 4, 2003 (Items 5 and 7).

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: April 30, 2003	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, Robert J. Keegan, 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

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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: April 30, 2003

/s/ Robert J. Keegan

Robert J. Keegan

President and Chief Executive Officer

(Principal Executive Officer)

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;

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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: April 30, 2003

/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 March 31, 2003

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 10-Q for the quarter ended March 31, 2002).

* Pursuant to Item 601 of Regulation S-K.

E-1

EXHIBIT		EXHIBIT
Table Item No. *	Description of Exhibit	Number
4	(c) Conformed copy of $750,000,000 Amended and	4.1
	Restated Revolving Credit Agreement dated as of March 31, 2003 among Goodyear, the Lenders Named therein, and JPMorgan Chase Bank, as Administrative Agent.
	(d) Conformed copy of $645,454,545 Term Loan Agreement dated as of March 31, 2003 among Goodyear, the Lenders named therein, and JPMorgan Chase Bank, as Administrative Agent.	4.2
	(e) Term Loan and Revolving Credit Agreement dated as of March 31, 2003 among Goodyear, Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH, Goodyear GmbH & Co KG, Dunlop GmbH & Co KG, Goodyear Luxemburg Tires SA, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent and Collateral Agent.	4.3
	(f) Term Loan and Revolving Credit Agreement dated as of March 31, 2003 among Goodyear, the Lenders named therein, and JPMorgan Chase Bank, as Administrative Agent.	4.4
	(g) Master Guarantee and Collateral Agreement dated as of March 31, 2003 among Goodyear, certain subsidiaries of Goodyear as Grantors and Guarantors, the Lenders named therein and JPMorgan Chase Bank, as Collateral Agent.	4.5
	(h) 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).
	(i) 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

* Pursuant to Item 601 of Regulation S-K.

E-2

EXHIBIT		EXHIBIT
Table Item No. *	Description of Exhibit	Number
	reference, filed as Exhibit 4.3 to Goodyear’s Form 10-Q for the quarter ended September 30, 2001, File No. 1-1927).
	(j) 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 (incorporated by reference, filed as Exhibit 4.1 to Goodyear’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002).
	(k) 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 (incorporated by reference, filed as Exhibit 4.2 to Goodyear’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002).
	(l) 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, 2002, File No. 1-1927).
	(m) 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 reference, filed as Exhibit 4.4 to Goodyear’s Form 10-Q for the quarter ended September 30, 2001, File No. 1-1927).
	(n) 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 (incorporated by reference, filed as Exhibit 4.3 to Goodyear’s Quarterly Report on Form 10-Q for the quarter ended September 30,

* Pursuant to Item 601 of Regulation S-K.

E-3

EXHIBIT		EXHIBIT
Table Item No. *	Description of Exhibit	Number
	2002). 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 March 31, 2003 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.
10	MATERIAL CONTRACTS
	Agreement dated as of March 3, 2003, between Goodyear and Sumitomo Rubber Industries, Ltd. amending certain provisions of the alliance agreements.	10.1
12	STATEMENT RE COMPUTATION OF RATIOS
	Statement setting forth the computation of Ratio of Earnings to Fixed Charges.	12
99	ADDITIONAL EXHIBITS
	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	99.1

* Pursuant to Item 601 of Regulation S-K.

E-4 EX-4.1 3 l00387aexv4w1.txt EX-4.1 $750,000,000 AMEND. & RESTATED CREDIT AGRMT EXHIBIT 4.1 EXECUTION COPY $750,000,000 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of March 31, 2003 among THE GOODYEAR TIRE & RUBBER COMPANY, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, as Administrative Agent J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Sole Lead Arranger [CS&M #6701-315] TABLE OF CONTENTS

Page ---- ARTICLE I SECTION 1.01. Defined Terms.................................................................. 5 SECTION 1.02. Foreign Currency Translation................................................... 24 SECTION 1.03. Terms Generally................................................................ 24 SECTION 1.04. Accounting Terms; GAAP......................................................... 25 ARTICLE II SECTION 2.01. Commitments.................................................................... 26 SECTION 2.02. Loans and Borrowings........................................................... 26 SECTION 2.03. Requests for Revolving Borrowings.............................................. 26 SECTION 2.04. Letters of Credit.............................................................. 27 SECTION 2.05. Funding of Borrowings.......................................................... 32 SECTION 2.06. Interest Elections............................................................. 32 SECTION 2.07. Termination of Commitments; Reductions of Commitments.......................... 34 SECTION 2.08. Repayment of Loans; Evidence of Debt........................................... 34 SECTION 2.09. Prepayment of Loans............................................................ 35 SECTION 2.10. Fees........................................................................... 35 SECTION 2.11. Interest....................................................................... 36 SECTION 2.12. Alternate Rate of Interest..................................................... 37 SECTION 2.13. Increased Costs................................................................ 38 SECTION 2.14. Break Funding Payments......................................................... 39 SECTION 2.15. Taxes.......................................................................... 39 SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Setoffs..................... 40 SECTION 2.17. Mitigation Obligations; Replacement of Lenders................................. 42 ARTICLE III SECTION 3.01. Organization; Powers........................................................... 43 SECTION 3.02. Authorization; Enforceability.................................................. 43 SECTION 3.03. Governmental Approvals; No Conflicts........................................... 44 SECTION 3.04. Financial Statements; No Material Adverse Change............................... 44 Litigation and Environmental Matters.......................................................... 44 SECTION 3.06. Compliance with Laws and Agreements............................................ 45 SECTION 3.07. Investment and Holding Company Status.......................................... 45 SECTION 3.08.................................................................................. 45 ERISA......................................................................................... 45 SECTION 3.09. Disclosure..................................................................... 45 SECTION 3.10.................................................................................. 45 Security Interests............................................................................ 45 SECTION 3.11. Use of Proceeds and Letters of Credit.......................................... 46 ARTICLE IV SECTION 4.01. Effective Date................................................................. 47 SECTION 4.02. Each Credit Event.............................................................. 49 ARTICLE V SECTION 5.01. Financial Statements and Other Information..................................... 50

2 SECTION 5.02. Notices of Defaults............................................................ 52 SECTION 5.03. Existence; Conduct of Business................................................. 52 SECTION 5.04.................................................................................. 52 Maintenance of Properties..................................................................... 52 SECTION 5.05. Books and Records; Inspection and Audit Rights................................. 52 SECTION 5.06. Compliance with Laws........................................................... 52 SECTION 5.07.................................................................................. 52 Insurance..................................................................................... 52 SECTION 5.08.................................................................................. 53 Guarantees and Collateral..................................................................... 53 ARTICLE VI SECTION 6.01. Indebtedness................................................................... 55 SECTION 6.03. Sale and Leaseback Transactions................................................ 59 SECTION 6.06. Asset Dispositions............................................................. 62 SECTION 6.07.................................................................................. 63 Restricted Payments........................................................................... 63 SECTION 6.08. Capital Expenditures........................................................... 64 SECTION 6.09.................................................................................. 64 Interest Expense Coverage Ratio............................................................... 64 SECTION 6.10. Consolidated Net Worth......................................................... 64 SECTION 6.11.................................................................................. 65 Senior Secured Debt Ratio..................................................................... 65 ARTICLE VII ARTICLE VIII ARTICLE IX SECTION 9.01. Notices........................................................................ 70 SECTION 9.02. Waivers; Amendments............................................................ 70 SECTION 9.03. Expenses; Indemnity; Damage Waiver............................................. 72 SECTION 9.04. Successors and Assigns......................................................... 73 SECTION 9.05. Survival....................................................................... 77 SECTION 9.06. Counterparts; Integration; Effectiveness....................................... 77 SECTION 9.07. Severability................................................................... 77 SECTION 9.08. Right of Setoff................................................................ 77 SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process..................... 78 SECTION 9.10. WAIVER OF JURY TRIAL........................................................... 78 SECTION 9.11. Headings....................................................................... 79 SECTION 9.12. Confidentiality................................................................ 79 SECTION 9.13.................................................................................. 80 Interest Rate Limitation...................................................................... 80 Security Documents............................................................................ 80 SECTION 9.14. Security Documents.............................................................. 59 3 SCHEDULES: Schedule 1.01A-- Consent Subsidiaries Schedule 1.01B-- Mortgaged Property Schedule 2.01 -- Commitments Schedule 2.04 -- Existing Letters of Credit Schedule 3.10 -- Material Intellectual Property Schedule 6.01 -- Existing Indebtedness Schedule 6.02 -- Existing Liens Schedule 6.06 -- Asset Dispositions EXHIBITS: Exhibit A -- Form of Borrowing Request Exhibit B -- Form of Interest Election Request Exhibit C -- Form of Promissory Note Exhibit D -- Form of Assignment and Assumption Exhibit E-1 -- Form of Opinion of Borrower's Outside Counsel Exhibit E-1 -- Form of Opinion of Borrower's General Counsel Exhibit F -- Form of Master Guarantee and Collateral Agreement 4 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of March 31, 2003, among THE GOODYEAR TIRE & RUBBER COMPANY; the LENDERS party hereto; and JPMORGAN CHASE BANK, as Administrative Agent. The Borrower, certain Lenders and the Administrative Agent are parties to an Amended and Restated Five-Year Revolving Credit Agreement dated as of August 13, 2002 (as amended to the date hereof, the "Existing Credit Agreement"). As part of a refinancing and restructuring of certain bank credit and receivables securitization facilities of the Borrower and its Subsidiaries (the "Refinancing"), 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 defined in the Existing Credit Agreement) 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 revolving basis on and after the date hereof and at any time and from time to time prior to the Maturity Date a principal amount not in excess of $750,000,000 at any time outstanding and (b) to obtain Letters of Credit in an aggregate stated amount not in excess of $600,000,000 at any time. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forth. The proceeds of the Loans will be used for general corporate purposes of the Borrower and the Subsidiaries. Letters of Credit will be used for general corporate purposes of the Borrower and the Subsidiaries. Accordingly, the parties hereto agree as follows: ARTICLE I Definitions SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: "ABL Facilities Agreement" means the $1,300,000,000 Term Loan and Revolving Credit Agreement dated as of the date hereof among the Borrower, certain lenders, JPMCB, as administrative agent, Citicorp USA, Inc., as syndication agent, and Bank of America, N.A. and CIT Financial Group, as documentation agents. "ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. 5 "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. "Administrative Agent" means JPMCB, in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity. "Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent. "Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. "Agents" means the Administrative Agent and the Collateral Agent. "Alternate Base Rate" means, for any day, a rate per annum 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%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. "Applicable Percentage" means, with respect to any Lender, the percentage of the total Commitments represented by such Lender's Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments. "Approved Fund" means (a) with respect to any Lender, a CLO managed by such Lender or by an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor. "Arranger" means J.P. Morgan Securities Inc., as Sole Bookrunner and Sole Lead Arranger for the credit facilities established by this Agreement. "Assignment and Assumption" means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit D or any other form approved by the Administrative Agent. "Attributable Debt" means, with respect to any Sale and Leaseback Transaction, the present value (computed in accordance with GAAP and, in the case of a Sale and Leaseback Transaction that does not result in Capital Lease Obligations, as if the obligations incurred in connection with such Sale and Leaseback Transaction were 6 Capital Lease Obligations) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of (i) the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) and (ii) the Attributable Debt determined assuming no such termination. "Availability Period" means the period from and including the Effective Date to but excluding the earlier of (a) the Maturity Date and (b) the date of termination of the Commitments. "Board" means the Board of Governors of the Federal Reserve System of the United States of America. "Borrower" means The Goodyear Tire & Rubber Company, an Ohio corporation. "Borrowing" means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. "Borrowing Request" means a request by the Borrower for a Borrowing in accordance with Section 2.03 in substantially the form of Exhibit A hereto. "Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided 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. "Capital Expenditures" means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and the Subsidiaries that are (or would be) set forth in a statement of cash flows of the Borrower and its Consolidated Subsidiaries for such period prepared in accordance with GAAP, excluding capitalized software expenses, and (b) Capital Lease Obligations incurred by the Borrower and its Consolidated Subsidiaries during such period (other than any such Capital Lease Obligations that shall relate to assets acquired in transactions reflected in Capital Expenditures for any earlier period). For purposes of this definition, (i) the purchase price of equipment or other fixed assets that are purchased simultaneously with the trade-in of existing assets or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such assets for the assets being traded in at such time or the amount of such insurance proceeds, as the case may be, and (ii) acquisitions permitted by Section 6.05(e) shall be excluded. 7 "Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. "Change in Control" means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the United States Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) directors on the date hereof or nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated. "Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.13(b), by any lending office of such Lender or by such Lender's or such Issuing Bank's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. "CLO" means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Collateral" means that portion of the "Collateral", as defined in the Guarantee and Collateral Agreement, that secures the Obligations. "Collateral Agent" means JPMCB, in its capacity as collateral agent for the Lenders under the Guarantee and Collateral Agreement and the other Security Documents. "Commitment" means, with respect to each Lender, the commitment of such Lender to make Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum permitted aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The 8 initial amount of each Lender's Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders' Commitments is $750,000,000. "Consent Subsidiary" means (a) any Subsidiary listed on Part I or Part II of Schedule 1.01A and (b) any Subsidiary not on Schedule 1.01A or formed or acquired after the Effective Date in respect of which (A) the consent of any Person other than the Borrower or any Wholly Owned Subsidiary is required by applicable law or the terms of any organizational document of such Subsidiary or other agreement of such Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiary to execute the Guarantee and Collateral Agreement as a US Facilities Grantor or a US Guarantor and perform its obligations thereunder, or in order for Equity Interests of such Subsidiary to be pledged under the Security Documents, as the case may be, and (B) the Borrower endeavored in good faith to obtain such consents and such consents shall not have been obtained. Notwithstanding the foregoing, no Subsidiary shall be a Consent Subsidiary at any time that it is a guarantor of, or has provided any collateral to secure, Indebtedness for borrowed money of the Borrower, and any Consent Subsidiary (including a Consent Subsidiary listed in Part I or Part II of Schedule 1.01A) that at any time ceases to meet the test set forth in clause (A) shall cease to be a Consent Subsidiary. "Consolidated EBITDA" means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii) income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) all non-cash non-recurring charges for such period, (v) all Rationalization Charges for such period, (vi) other expense for such period, (vii) equity in losses of affiliates for such period, (viii) foreign exchange currency losses for such period and (ix) minority interest in net income of subsidiaries for such period, minus (b) without duplication, to the extent included in determining such Consolidated Net Income (except with respect to (ii) and (iii) below), (i) any non-cash extraordinary gains for such period, (ii) cash expenditures (other than Rationalization Charges) during such period in respect of items that resulted in non-cash non-recurring charges during any prior period after the date hereof, (iii) Excess Cash Rationalization Charges, (iv) other income for such period, (v) equity in earnings of affiliates for such period, (vi) foreign exchange currency gains for such period and (vii) minority interest in net losses of subsidiaries for such period, all determined on a consolidated basis in accordance with GAAP. Each item referred to in this definition and not defined elsewhere in this Agreement will be computed by a method consistent with that used in preparing the financial statements referred to in Section 3.04. "Consolidated Interest Expense" means, for any period, the sum of, without duplication, (a) the consolidated interest expense (including imputed interest expense in respect of Capital Lease Obligations and excluding fees and other origination costs included in interest expense and arising from Indebtedness incurred at any time) of the Borrower and its Consolidated Subsidiaries for such period, determined in accordance with GAAP but excluding capitalized interest, (b) all cash dividends paid during such 9 period in respect of Permitted Preferred Stock and (c) all finance expense related to Securitization Transactions, excluding amortization of origination and other fees. "Consolidated Net Income" means, for any period, the net income or loss of the Borrower and its Consolidated Subsidiaries for such period determined in accordance with GAAP. "Consolidated Net Worth" means, as of the last day of any fiscal quarter, the sum for the Borrower of (a) the stated value of outstanding common stock, (b) capital surplus and (c) retained earnings, excluding for purposes of such calculation the effect of (i) all non-cash non-recurring charges and all non-cash Rationalization Charges and (ii) all losses and gains on sales of assets other than in the ordinary course of business and all other non-cash non-recurring gains, in each case in (i) and (ii) above, after December 31, 2002. "Consolidated Revenue" means, for any period, the revenues of the Borrower and its Consolidated Subsidiaries for such period, determined in accordance with GAAP. "Consolidated Senior Secured Indebtedness" means, for any period, the sum for the Borrower and its Consolidated Subsidiaries for such period, without duplication, of (a) all Indebtedness that is included on the Borrower's consolidated balance sheet and is secured by any assets of the Borrower or a Consolidated Subsidiary, (b) all Capital Lease Obligations, (c) all synthetic lease financings, (d) all Indebtedness of South Pacific Tyres that is secured by any of its assets or assets of the Borrower or a Consolidated Subsidiary and (e) all Securitization Transactions, all determined in accordance with GAAP. For purposes of computing Consolidated Senior Secured Indebtedness, the amount of any synthetic lease financing shall equal the amount that would be capitalized in respect of such lease if it were a Capital Lease Obligation. "Consolidated Subsidiary" means, at any date, each Subsidiary the accounts of which would be consolidated with those of the Borrower in the Borrower's consolidated financial statements in accordance with GAAP. "Consolidated Total Assets" means, at any date, the total assets of the Borrower and its Consolidated Subsidiaries, determined in accordance with GAAP. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto. "Credit Documents" means this Agreement, any letter of credit applications referred to in Section 2.04(a) or (b), any promissory notes delivered pursuant to Section 2.08(e) and the Security Documents. "Credit Party" means the Borrower, each Subsidiary Guarantor and each Grantor. 10 "Default" means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. "Disclosure Documents" means (a) the Information Memorandum, (b) reports of the Borrower on Forms 10-K, 10-Q and 8-K, and any amendments thereto, that shall have been (i) filed with the Securities and Exchange Commission on or prior to March 21, 2003, or (ii) filed with the Securities and Exchange Commission after such date and prior to the Effective Date and delivered to the Administrative Agent, and (c) the draft Report of the Borrower on Form 10-K for the fiscal year ended December 31, 2002, delivered to the Lenders prior to the date hereof, as such Report shall have been modified by any subsequent draft of such Report delivered to the Administrative Agent prior to the Effective Date. "dollars" or "$" refers to lawful money of the United States of America. "Domestic Subsidiary" means any Subsidiary that is not a Foreign Subsidiary. "Effective Date" means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02). "Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the presence, the management or release of, or exposure to, any Hazardous Materials or to health and safety matters. "Environmental Liability" means all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. "Equity Interests" means shares of capital stock, partnership interests, membership interests in limited liability companies, beneficial interests in trusts or other equity ownership interests in any Persons, and any warrants, options or other rights entitling the holders thereof to purchase or acquire any such equity interests. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. 11 "ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. "ERISA Event" means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to any Plan (other than an event for which the 30-day notice period is waived or an event described in Section 4043.33 of Title 29 of the Code of Federal Regulations); (b) the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA) as to which a waiver has not been obtained; (c) the incurrence by the Borrower, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (d) the treatment of a Plan amendment as a termination under Section 4041 of ERISA; (e) any event or condition, other than the Transactions, that would be materially likely to result in the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan under Section 4042 of ERISA; (f) the receipt by the Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice of an intention to terminate any Plan or to appoint a trustee to administer any Plan; (g) the incurrence by the Borrower, any Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (h) the receipt by the Borrower, any Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower, any Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA. "Eurodollar", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. "European Facilities Agreement" means the $650,000,000 Term Loan and Revolving Credit Agreement dated as of the date hereof among the European JV, the other borrowers thereunder, certain lenders, and JPMCB, as administrative agent. "European JV" means Goodyear Dunlop Tires Europe B.V. "Event of Default" has the meaning assigned to such term in Article VII. "Excess Cash Rationalization Charges" means, for any period, cash expenditures of the Borrower and its Consolidated Subsidiaries with respect to Rationalization Charges recorded on the Borrower's consolidated income statement after the date hereof; provided, however, that for such cash expenditures incurred after September 1, 2003, Excess Cash Rationalization Charges shall only include the aggregate amount of such cash expenditures which exceed the sum of $100,000,000 (or $50,000,000 if incurred prior to December 31, 2003) plus 25% of the Net Cash Proceeds 12 from the issuance and sale of its Equity Interests or Indebtedness pursuant to Section 6.01(q). "Excluded Subsidiary" means any Subsidiary with only nominal assets and no operations. "Excluded Taxes" means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in clause (a) above and (c) (i) any withholding tax that is imposed by the United States on amounts payable to a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.17(b)) at the time such Foreign Lender first becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.15(a) or (ii) any withholding tax that is imposed by the United States on amounts payable to a Foreign Lender that is attributable to such Foreign Lender's failure to comply with Section 2.15(e). "Existing Credit Agreement" means the Amended and Restated Five-Year Revolving Credit Agreement dated as of August 13, 2002 among the Borrower, the lenders party thereto and JPMCB, as Administrative Agent. "Existing Letters of Credit" means the letters of credit issued prior to the Effective Date under the Existing Credit Agreement or otherwise, each of which is set forth on Schedule 2.04. "Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. "Financial Officer" means the chief financial officer, principal accounting officer, treasurer or any assistant treasurer of the Borrower. "Foreign Lender" means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this 13 definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. "Foreign Pledge Agreement" means a pledge agreement securing the Obligations or any of them that is governed by the law of a jurisdiction other than the United States and reasonably satisfactory in form and substance to the Collateral Agent. "Foreign Subsidiary" means any Subsidiary organized under the laws of a jurisdiction other than the United States or any of its territories or possessions or any political subdivision thereof. "GAAP" means generally accepted accounting principles in the United States. "Governmental Authority" means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. "Grantors" means the Borrower and each Domestic Subsidiary that becomes, or is required to become, a US Facilities Grantor (as defined in the Guarantee and Collateral Agreement) pursuant to Section 4.01(j) or 5.08. "Guarantee" of or by any Person (the "guarantor") means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guaranteeing person's maximum reasonably anticipated liability (assuming such person is required to perform) in respect thereof as determined in such person's good faith. 14 "Guarantee and Collateral Agreement" means the Guarantee and Collateral Agreement among the Borrower, the Subsidiary Guarantors, the Grantors, certain other Subsidiaries and the Collateral Agent substantially in the form of Exhibit F. "Hazardous Materials" means (A) petroleum products and byproducts, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radon gas, chlorofluorocarbons and all other ozone-depleting substances; and (B) any pollutant or contaminant or any hazardous, toxic, radioactive or otherwise regulated chemical, material, substance or waste that is prohibited, limited or regulated pursuant to any applicable Environmental Law. "Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (i) all Securitization Transactions of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in such entity. "Indemnified Taxes" means Taxes other than Excluded Taxes. "Indemnitee" has the meaning set forth in Section 9.03. "Information Memorandum" means the Confidential Information Memorandum dated March 5, 2003 relating to the Borrower and the Transactions. "Interest Election Request" means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.06 in substantially the form of Exhibit B hereto. "Interest Payment Date" means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months' duration, each day prior to the last day of such Interest Period that occurs at intervals of three months' duration after the first day of such Interest Period. 15 "Interest Period" means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. "Investments" has the meaning assigned to such term in Section 6.05. "Issuing Bank Agreement" means an agreement in form reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which a Lender agrees to act as an Issuing Bank. "Issuing Bank" means JPMCB and each other Lender that has entered into an Issuing Bank Agreement, each in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.04(i). Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term "Issuing Bank" shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. "JPMCB" means JPMorgan Chase Bank, and its successors. "LC Disbursement" means a payment made by any Issuing Bank pursuant to a Letter of Credit. "LC Exposure" means, 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. "Lenders" means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. "Letter of Credit" means each Existing Letter of Credit and any letter of credit issued pursuant to this Agreement. 16 "LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason with respect to any Eurodollar Borrowing, then the "LIBO Rate" with respect to such Eurodollar Borrowing for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. "Lien" means, with respect to any asset, (a) any mortgage, deed of trust, French delegation of claims, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. "Loans" means the loans made by the Lenders to the Borrower pursuant to this Agreement. "Luxembourg Finance" means Goodyear Finance Holding S.A., a corporation organized in Luxembourg. "Majority Lenders" shall mean, at any time, Lenders having Commitments representing at least a majority of the aggregate Commitments. "Material Adverse Change" means a material adverse change in or effect on (a) the business, operations, properties, assets or financial condition (including as a result of the effects of any contingent liabilities thereon) of the Borrower and the Subsidiaries, taken as a whole, (b) the ability of the Credit Parties, taken as a whole, to perform obligations under this Agreement and the other Credit Documents that are material to the rights or interests of the Lenders or (c) the rights of or benefits available to the Lenders under this Agreement and the other Credit Documents that are material to the interests of the Lenders. "Material Foreign Subsidiary" means, at any time, each Foreign Subsidiary that had assets with an aggregate book value in excess of $50,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b). 17 "Material Indebtedness" means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and the Subsidiaries in an aggregate principal amount exceeding $25,000,000. For purposes of determining Material Indebtedness, the "principal amount" of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time, calculated in accordance with the terms of such Swap Agreement. "Material Intellectual Property" means all Intellectual Property (as defined in the Guarantee and Collateral Agreement) of the Borrower and the Grantors, other than Intellectual Property that in the aggregate is not material to the business of the Borrower and the Subsidiaries, taken as a whole. "Material Subsidiary" means, at any time, each Subsidiary other than Subsidiaries that do not represent more than 1% for any such individual Subsidiary, or more than 5% in the aggregate for all such Subsidiaries, of either (a) Consolidated Total Assets or (b) Consolidated Revenue for the period of four fiscal quarters most recently ended. "Maturity Date" means April 30, 2005. "Mortgage" means a mortgage or deed of trust, assignment of leases and rents, or other security documents reasonably satisfactory in form and substance to the Collateral Agent granting a Lien on any Mortgaged Property to secure the Obligations. "Mortgaged Property" means, at any time, each parcel of real property listed in Schedule 1.01B and the improvements thereto. "Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. "NAIC" means the National Association of Insurance Commissioners. "Net Cash Proceeds" shall have the meaning assigned to such term in the US Term Facility Agreement. "New Facilities Credit Agreements" means this Agreement, the US Term Loan Agreement, the European Facilities Agreement and the ABL Facilities Agreement. "New Facilities Documents" means the New Facilities Credit Agreements, the Guarantee and Collateral Agreement and the other Security Documents (as such term is defined in any New Facilities Credit Agreement). "Obligations" means (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or 18 allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursements of LC Disbursements and interest thereon and (iii) all other monetary obligations of the Credit Parties to any of the Secured Parties under this Agreement and each of the other Credit Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual performance of all other obligations of the Credit Parties to any of the Secured Parties under this Agreement and the other Credit Documents. "Other Taxes" means any and all present or future stamp, documentary, excise, recording, transfer, sales, property or similar taxes, charges or levies arising from any payment made under any Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Credit Document. "Participant" has the meaning assigned to such term in Section 9.04. "PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions. "Perfection Certificate" means a certificate in the form of Exhibit II to the Guarantee and Collateral Agreement or any other form approved by the Collateral Agent. "Permitted Encumbrances" means: (a) Liens imposed by law for taxes that are not yet due or are being contested; (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's and other Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days (or any longer grace period available under the terms of the applicable underlying obligation) or are being contested; (c) Liens created and pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations; (d) Liens created and deposits made to secure the performance of bids, trade contracts, leases, statutory obligations, appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business, and Liens created and deposits made prior to the date hereof in the ordinary course of business to secure the performance of surety bonds; 19 (e) judgment liens in respect of judgments that do not constitute an Event of Default; (f) supplier's liens in inventory, other assets supplied or accounts receivable that result from retention of title or extended retention of title arrangements arising in connection with purchases of goods in the ordinary course of business; and (g) easements, zoning restrictions, rights-of-way and similar encumbrances on real property and other Liens incidental to the conduct of business or ownership of property that arise automatically by operation of law or arise in the ordinary course of business and that do not materially detract from the value of the property of the Borrower and the Subsidiaries or of the Collateral, in each case taken as a whole, or materially interfere with the ordinary conduct of business of the Borrower and the Subsidiaries, taken as a whole, or otherwise adversely affect in any material respect the rights or interests of the Lenders; provided that (except as provided in clause (d) above) the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness for borrowed money. "Permitted Investments" means: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof; (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, ratings of A1 from S&P and P1 from Moody's; (c) investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition thereof and issued or guaranteed by or placed with, and money market deposit accounts issued or offered by any commercial bank organized under the laws of the United States or any State thereof which has a short term deposit rating of A1 from S&P and P1 from Moody's and has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution described in clause (c) above; (e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000; and 20 (f) in the case of any Subsidiary that is not a Domestic Subsidiary, (i) marketable direct obligations issued or unconditionally guaranteed by the sovereign nation in which such Subsidiary is organized and is conducting business or issued by any agency of such sovereign nation and backed by the full faith and credit of such sovereign nation, in each case maturing within one year from the date of acquisition, so long as the indebtedness of such sovereign nation is rated at least A by S&P or A2 by Moody's or carries an equivalent rating from a comparable foreign rating agency or (ii) investments of the type and maturity described in clauses (b) through (e) of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies. "Permitted Preferred Stock" has the meaning assigned to such term in Section 6.01(q). "Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. "Plan" means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV or Section 302 of ERISA or Section 412 of the Code, and in respect of which the Borrower, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA. "Prepayment Event" shall have the meaning assigned to such term in the US Term Facility Agreement. "Prime Rate" means the rate of interest per annum publicly announced from time to time by JPMCB (or any successor Administrative Agent appointed or chosen pursuant to Article VIII hereof) as its prime rate in effect at its principal office in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. "Rationalization Charges" means, for any period, cash and non-cash charges related to rationalization actions designed to reduce capacity, eliminate redundancies and reduce costs. Rationalization Charges will be computed by a method consistent with that used in preparing the financial statements referred to in Section 3.04. "Register" has the meaning set forth in Section 9.04. "Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents, counsel and other advisors of such Person and such Person's Affiliates. "Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property) on 21 account of the purchase, redemption, retirement, acquisition, cancelation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests. "Revolving Credit Exposure" means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender's Loans plus its LC Exposure at such time. "Sale and Leaseback Transaction" means any arrangement whereby the Borrower or a Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease from the buyer or transferee property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, other than any such transaction entered into with respect to any property or any improvements thereto at the time of, or within 180 days after, the acquisition or completion of construction of such property or such improvements (or, if later, the commencement of commercial operation of any such property), as the case may be, to finance the cost of such property or such improvements, as the case may be. "Secured Parties" means the Administrative Agent, each Issuing Bank, the Collateral Agent and each Lender. "Securitization Transaction" means, with respect to any Person, (i) any transfer by such Person of accounts receivable, rights to future lease payments or residuals or other financial assets, and related property, or interests therein (a) to a trust, partnership, corporation or other entity, which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness or securities that are to receive payments from, or that represent interests in, the cash flow derived from such accounts receivable or interests, or (b) directly to one or more investors or other purchasers, (ii) any Indebtedness of such Person secured substantially entirely by accounts receivable, rights to future lease payments or residuals or other financial assets, and related property or (iii) any factoring transaction involving substantially entirely accounts receivable, rights to future lease payments or residuals or other financial assets, and related property. The amount of any Securitization Transaction shall be deemed at any time to be the aggregate outstanding principal amount of the Indebtedness or securities referred to in the preceding sentence or, if there shall be no such principal amount, the equivalent outstanding amount of the funded investment. "Security Documents" means the Guarantee and Collateral Agreement, the Mortgages, the Foreign Pledge Agreements and each other instrument or document delivered pursuant to Section 5.08 to secure any of the Obligations. "Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the 22 Board to which the Administrative Agent is subject, with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. "subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which are consolidated with those of the parent in the parent's consolidated financial statements in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. "Subsidiary" means any subsidiary of the Borrower. "Subsidiary Guarantor" means any Domestic Subsidiary that becomes, or is required to become, a US Guarantor (as defined in the Guarantee and Collateral Agreement) pursuant to Section 4.01(j) or 5.08. "Swap Agreement" means any agreement, including any master agreement, with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates or prices for one or more currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions. "Taxes" means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority. "Transactions" means the execution, delivery and performance by the Borrower of this Agreement and by the Borrower, the Subsidiary Guarantors and the Grantors, as applicable, of the other Credit Documents, the borrowing of the Loans, the obtaining and use of the Letters of Credit, the creation of the Liens and Guarantees provided for in the Security Documents and the other transactions contemplated hereby. "Type", when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate. 23 "US Term Facility Agreement" means the $645,545,454 Term Loan Agreement dated as of the date hereof among the Borrower, certain lenders, JPMCB, as administrative agent, and BNP Paribas, as syndication agent. "Wholly Owned Subsidiary" of any person shall mean a subsidiary of such person of which securities (except for directors' qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, controlled or held by such person or one or more wholly owned Subsidiaries of such person or by such person and one or more wholly owned Subsidiaries of such person. "Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. SECTION 1.02. Foreign Currency Translation.. For purposes of determining compliance as of any date with Section 6.01, 6.02, 6.03, 6.05 or 6.06, amounts incurred or outstanding in currencies other than dollars shall be translated into dollars at the exchange rates in effect on the first Business Day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made, as such exchange rates shall be determined in good faith by the Borrower. No Default or Event of Default shall arise as a result of any limitation set forth in dollars in Section 6.01, 6.02, 6.03, 6.05 or 6.06 being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made. SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 24 SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. 25 ARTICLE II The Credits SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in such Lender's Revolving Credit Exposure exceeding such Lender's Commitment. Within the foregoing limits, the Borrower may borrow, prepay and reborrow Loans. SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required. (b) Subject to Section 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith; provided that all Borrowings made on the Effective Date must be made as ABR Borrowings. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. (c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Notwithstanding the foregoing, an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments and, if in an amount not less than the applicable minimum amount specified above, may be in the amount that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(e), notwithstanding that such amount is not an integral multiple of $1,000,000. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of 20 Eurodollar Borrowings outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. SECTION 2.03. Requests for Revolving Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 3:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in 26 the case of an ABR Borrowing, not later than 10:30 a.m., New York City time, on the day of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; and (v) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing. SECTION 2.04. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, 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 Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by 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. On the Effective Date, each Issuing Bank that has issued an Existing Letter of Credit shall be deemed, without further action by any party hereto, to have granted to each Lender and each Lender shall have been deemed to have purchased from such Issuing Bank a participation in such Letter of Credit in accordance with paragraph (d) below. The Borrower and the Lenders that are also party to the Existing Credit Agreement agree that concurrently with such grant, the participations in the Existing Letters of Credit granted to such lenders under the Existing 27 Credit Agreement shall be automatically canceled without further action by any of the parties thereto. On and after the Effective Date each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof. Any Lender that issued an Existing Letter of Credit but shall not have entered into an Issuing Bank Agreement shall have the rights of an Issuing Bank as to such Letter of Credit for purposes of this Section 2.04. (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (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 prepare, amend, renew or extend such Letter of Credit. If requested by any 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; provided that any provisions in any such letter of credit application that create Liens securing the obligations of the Borrower thereunder or that are inconsistent with the provisions of this Agreement shall be of no force or effect. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the 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 $600,000,000 and (ii) the aggregate amount of the Lenders' Revolving Credit Exposures shall not exceed the aggregate Commitments. (c) Expiration Date. 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 of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date. (d) Participations. 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 Administrative 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 28 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 a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (e) Reimbursement. 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 Administrative 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 or (iii) if such LC Disbursement is not less than the applicable minimum borrowing amount, on the second Business Day after the day otherwise applicable under clause (i) or (ii); provided that, if such LC Disbursement is not less than the applicable minimum borrowing amount, unless the Borrower shall have notified the Administrative Agent to the contrary, the Borrower will be deemed to have requested in accordance with Section 2.03 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, the Administrative 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 Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to such Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such 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) Obligations Absolute. 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 29 terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit 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 Administrative Agent, the Lenders or the Issuing Banks, or any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any damages suffered by the Borrower or any Lender that are caused by such Issuing Bank's gross negligence or willful misconduct. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, acting in good faith, either accept and make payment upon such documents without responsibility for further investigation or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the 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 any such LC Disbursement. (h) Interim Interest. If any 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, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.11(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender 30 pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment. (i) Replacement of the Issuing Bank. Each Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.10(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of such Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of any Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the earlier of (i) the third Business Day after the Borrower shall receive notice from the Administrative Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to this paragraph and (ii) the date on which the maturity of the Loans shall be accelerated, unless prohibited by the terms of any other New Facilities Credit Agreement, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the 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 (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. Unless prohibited by the terms of any other New Facilities Credit Agreement, the Administrative 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 investment shall be in Permitted Investments and shall be made in the discretion of the Administrative 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. Unless prohibited by the terms of any other New Facilities Credit Agreement, moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of 31 cash collateral under this paragraph, then (i) if the maturity of the Loans has not been accelerated and the LC Exposure shall be reduced to an amount below the amount so deposited, the Administrative Agent will return to the Borrower any excess of the amount so deposited over the LC Exposure and (ii) such amount (to the extent not applied as provided above in this paragraph) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. SECTION 2.05. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:30 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account designated by the Borrower in the applicable Borrowing Request; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included in such Borrowing. It is agreed that no payment by the Borrower under this paragraph will be subject to any break-funding payment under Section 2.14. SECTION 2.06. Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. 32 (b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period". If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. 33 SECTION 2.07. Termination of Commitments; Reductions of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.09, the total Revolving Credit Exposures would exceed the total Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. SECTION 2.08. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein (including any failure to record the making or repayment of any Loan) shall not in any manner affect the 34 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement or prevent the Borrower's obligations in respect of Loans from being discharged to the extent of amounts actually paid in respect thereof. (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in substantially the form set forth in Exhibit C hereto. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). SECTION 2.09. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 3:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable, shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. SECTION 2.10. Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the rate of 0.75% per annum on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 35 (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to such Lender's participations in Letters of Credit, which shall accrue at the rate of 4.00% per annum on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the applicable Issuing Bank (on the date hereof or any later date on which such Issuing Bank shall have become an Issuing Bank), on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective 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 such Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such accrued 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 Issuing Banks 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 the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) If Loans remain outstanding under the US Term Loan Agreement on April 30, 2004, the Borrower agrees to pay to the Administrative Agent for the account of each Lender on such date, a fee equal to 1.00% (or if the aggregate outstanding principal amount of the loans under the US Term Loan Agreement shall have been reduced to an amount not greater than $200,000,000 as of such date, .75%) of such Lender's Commitment, whether used or unused, at such time. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Banks, in the case of fees payable to them) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances. SECTION 2.11. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus 3.00% per annum. 36 (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus 4.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. SECTION 2.12. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Majority Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests 37 the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. SECTION 2.13. Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; or (ii) impose on any Lender or any Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), in each case by an amount deemed by such Lender or Issuing Bank to be material, then the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital requirements has had or would have the effect of reducing the rate of return on such Lender's or such Issuing Bank's capital or on the capital of such Lender's or such Issuing Bank's holding company, if any, in each case by an amount deemed by such Lender or Issuing Bank to be material, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender's or such Issuing Bank's holding company would have achieved but for such Change in Law (taking into consideration such Lender's or such Issuing Bank's policies and the policies of such Lender's or such Issuing Bank's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender's or such Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or such Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof, unless such amount is being contested by the Borrower in good faith. 38 (d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or such Issuing Bank's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's or such Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. SECTION 2.14. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(b) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.17, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof, unless such amount is being contested by the Borrower in good faith. SECTION 2.15. Taxes. (a) Any and all payments by or on account of any obligation of the Borrower or any other Credit Party hereunder or under any other Credit Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower or any other Credit Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions of such Taxes (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such 39 deductions been made (and the Borrower shall pay or cause such Credit Party to pay such increased amount), (ii) the Borrower or such other Credit Party shall make such deductions and (iii) the Borrower or such other Credit Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (c) The Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such 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 or any other Credit Party hereunder or under any other Credit Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error. (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or any other Credit Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time such Foreign Lender first becomes a party to this Agreement and at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate; provided that such Foreign Lender has received written notice from the Borrower advising it of the availability of such exemption or reduction and supplying all applicable documentation. SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) Except as required or permitted under Section 2.04, 2.13, 2.14, 2.15, 2.17 or 9.03, each Borrowing, each payment or prepayment of principal of any Borrowing or of any LC Disbursement, each payment of interest on the Loans or LC Disbursements, each payment of fees (other than fees payable to the Issuing Banks), each reduction of the Commitments and each refinancing of any Borrowing with a Borrowing of any Type, shall be allocated pro rata among the Lenders in accordance with their respective 40 Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans). 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. (b) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.13, 2.14 or 2.15 or otherwise) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without setoff, counterclaim or other deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except payments to be made directly to an Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.13, 2.14, 2.15, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person in appropriate ratable shares to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (c) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties. (d) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this 41 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law and under this Agreement, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or each of the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (f) If any Lender shall fail to make any payment required to be made by it hereunder for the account of the Administrative Agent, any Issuing Bank or any Lender, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations in respect of such payment until all such unsatisfied obligations are fully paid. SECTION 2.17. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13 or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 42 (b) If any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee or the Borrower, as the case may be, and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. ARTICLE III Representations and Warranties The Borrower represents and warrants to the Lenders that: SECTION 3.01. Organization; Powers. The Borrower and each of the other Credit Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not be reasonably likely to result in a Material Adverse Change, is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required. Each Subsidiary of the Borrower other than the Credit Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required, except for failures that, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change. SECTION 3.02. Authorization; Enforceability. The Transactions to be entered into by each Credit Party are within such Credit Party's powers and have been duly authorized. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Credit Document to which any Credit Party is to be a party, when executed and delivered by such Credit Party, will constitute, a legal, valid and binding obligation of the Borrower or such Credit Party, as the case may be, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 43 SECTION 3.03. Governmental Approvals; No Conflicts. Except to the extent that no Material Adverse Change would be materially likely to result, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as are required to perfect Liens created under the Security Documents and such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of the Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of the Subsidiaries or any of their assets, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of the Subsidiaries, except Liens created under the Credit Documents. SECTION 3.04. Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders a draft in substantially final form of its consolidated balance sheet and statements of income, stockholders' equity and cash flows as of and for the fiscal year ended December 31, 2002. Such financial statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such fiscal year in accordance with GAAP. (b) Except as disclosed in the Disclosure Documents, since December 31, 2002, there has been no event or condition that constitutes or would be materially likely to result in a Material Adverse Change, it being agreed that a reduction in any rating relating to the Borrower issued by any rating agency shall not, in and of itself, be an event or condition that constitutes or would be materially likely to result in a Material Adverse Change (but that events or conditions underlying or resulting from any such reduction may constitute or be materially likely to result in a Material Adverse Change). SECTION 3.05. Litigation and Environmental Matters. (a) Except as set forth in the Disclosure Documents, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that if adversely determined would be materially likely, individually or in the aggregate, to result in a Material Adverse Change or (ii) that involve the Credit Documents or the Transactions. (b) Except as set forth in the Disclosure Documents, and except with respect to matters that, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change, neither the Borrower nor any of the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. 44 SECTION 3.06. Compliance with Laws and Agreements. Each of the Borrower and the Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to be in compliance, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change. No Event of Default has occurred and is continuing. SECTION 3.07. Investment and Holding Company Status. Neither the Borrower nor any of the Subsidiaries is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended. SECTION 3.08. ERISA. Except as disclosed in the Disclosure Documents, no ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events that have occurred or are reasonably expected to occur, would be materially likely to result in a Material Adverse Change. SECTION 3.09. Disclosure. Neither the Information Memorandum nor the reports, financial statements, certificates or other written information referred to in Section 3.04 or delivered after the date hereof by or on behalf of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to Section 5.01 (taken together with all other information so furnished and as modified or supplemented by other information so furnished) contained or will contain, in each case as of the date delivered, any material misstatement of fact or omitted or will omit to state, in each case as of the date delivered, any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information or other forward looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. SECTION 3.10. Security Interests. (a) When executed and delivered, the Guarantee and Collateral Agreement will be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the US Facilities Collateral (as defined therein), to the extent contemplated by the Guarantee and Collateral Agreement, and (i) when the US Facilities Collateral constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Collateral Agent thereunder together with instruments of transfer duly endorsed in blank, the Guarantee and Collateral Agreement will create, to the extent contemplated by the Guarantee and Collateral Agreement, a perfected security interest in all right, title and interest of the Grantors in such certificated securities to the extent perfection is governed by the Uniform Commercial Code as in effect in any applicable jurisdiction, subject to no other Lien other than Liens permitted under Section 6.02 that take priority over security interests in certificated securities perfected by the possession of such securities under the Uniform Commercial Code as in effect in the applicable jurisdiction, and (ii) when financing statements in appropriate form are filed in the offices 45 specified in the Perfection Certificate, the Guarantee and Collateral Agreement will create a perfected security interest in all right, title and interest of the Grantors in the remaining US Facilities Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements in such jurisdictions, subject to no other Lien other than Liens permitted under Section 6.02. The exclusion of the Consent Assets (as defined in the Guarantee and Collateral Agreement) from the US Facilities Collateral does not materially reduce the aggregate value of the US Facilities Collateral. (b) Each Mortgage, upon execution and delivery by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all the applicable mortgagor's right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the counties specified in Schedule 3.10(b), the Mortgages will create perfected Liens on all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to Liens in favor of any other Person (other than Liens or other encumbrances for which exceptions are taken in the policies of title insurance delivered in respect of the Mortgaged Properties on or prior to the Effective Date and Liens permitted under Section 6.02). (c) Upon the recordation of the Guarantee and Collateral Agreement or a memorandum of such Agreement with the United States Patent and Trademark Office, the Guarantee and Collateral Agreement will create a perfected Lien on all right, title and interest of the Grantors in the Material Intellectual Property in which a security interest may be perfected by such recordation in the United States Patent and Trademark Office, in each case prior and superior in right to any other Person, subject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office may be necessary to perfect a Lien on registered trademarks and trademark applications acquired by the Grantors after the Effective Date). As of the Effective Date, Schedule 3.10(c) sets forth all the Material Intellectual Property. (d) Upon the recordation of the Guarantee and Collateral Agreement with the Federal Aviation Administration, the Guarantee and Collateral Agreement will create a perfected Lien on all right, title and interest of the Grantors in the Aircraft Collateral (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by such recordation with the Federal Aviation Administration, in each case prior and superior in right to any other Person, subject to Liens permitted under Section 6.02. (e) None of the Perfection Certificate or any other written information relating to the Collateral delivered after the date hereof by or on behalf of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to any provision of any Credit Document is or will be incorrect when delivered in any respect material to the rights or interests of the Lenders under the Credit Documents. SECTION 3.11. Use of Proceeds and Letters of Credit. The proceeds of the Loans and the Letters of Credit will be used only for the purposes referred to in the preamble to this Agreement. No part of the proceeds of any Loan will be used, whether 46 directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. SECTION 3.12. Cash Balance at Borrowing. Immediately after the making of each Loan, the aggregate amount of the cash, cash equivalents and Permitted Investments held by the Borrower and its Domestic Subsidiaries (excluding Goodyear Dunlop Tires NA) (after giving effect to the incurrence of such Loans and the application of the proceeds thereof and any other cash or Permitted Investments on hand (to the extent such proceeds and/or other cash or Permitted Investments are actually used on the date of such Loans for a permitted purpose other than an investment in Permitted Investments)) shall not be in excess of $300,000,000. ARTICLE IV Conditions SECTION 4.01. Effective Date. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from the Borrower, the Administrative Agent and Lenders representing at least the Majority Lenders under the Existing Credit Agreement either (i) counterparts of this Agreement signed on behalf of each such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) Covington & Burling, counsel for the Borrower, substantially in the form of Exhibit E-1 and (ii) the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit E-2, and covering such other matters relating to the Credit Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall reasonably request. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization by the Credit Parties of the Transactions and any other legal matters relating to the Borrower, the other Credit Parties, the Credit Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Lenders shall have received drafts in substantially final form of the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, containing the Borrower's consolidated balance sheet and statements of 47 income, stockholders' equity and cash flows as of the end of and for such fiscal year. (e) The representations and warranties set forth in Article III shall be true and correct in all material respects on the Effective Date and the Administrative Agent shall have received a certificate signed by a Financial Officer to that effect. (f) The Borrower and the other Credit Parties shall be in compliance with all the terms and provisions set forth herein and in the other Credit Documents in all material respects on their part to be observed or performed, and at the time of and immediately after the Effective Date, no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate signed by a Financial Officer to that effect. (g) the Convertible Term Loan Agreement dated as of February 4, 1998, between the Borrower and Banque Nationale de Paris S.A., Dublin Branch, as amended and in effect on the date hereof, shall have been terminated. (h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (i) The Administrative Agent shall have received (i) a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer, together with all attachments contemplated thereby, and (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Credit Parties in the jurisdictions referred to in paragraph 1 of the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search. (j) the Administrative Agent shall have received from the Borrower and each Domestic Subsidiary (other than the Excluded Subsidiaries and the Consent Subsidiaries) a counterpart of the Guarantee and Collateral Agreement duly executed and delivered on behalf of the Borrower or such Subsidiary as a US Guarantor and (except in the case of a Subsidiary that shall have had consolidated assets of less than $10,000,000 at December 31, 2002) a US Facilities Grantor; (k) the Collateral Agent shall have received certificates representing all Equity Interests (other than any uncertificated Equity Interests) pledged pursuant to the Guarantee and Collateral Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; (l) all Uniform Commercial Code financing statements and recordations with the United States Patent and Trademark Office and the Federal Aviation Administration required by law or reasonably requested by the Collateral Agent to be filed or recorded to perfect the Liens intended to be created on the US Facilities Collateral (to the extent such Liens may be perfected by filings under 48 the Uniform Commercial Code as in effect in any applicable jurisdiction or by filings with the United States Patent and Trademark Office or the Federal Aviation Administration) shall have been filed or recorded or delivered to the Collateral Agent for filing or recording; and (m) the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property, duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens (other than Liens referred to in such policies of title insurance and acceptable to the Administrative Agent and Liens permitted by Section 6.02), together with such endorsements as the Collateral Agent or the Majority Lenders may reasonably request, and (iii) such legal opinions and other documents as shall reasonably have been requested by the Collateral Agent with respect to any such Mortgage or Mortgaged Property. The Collateral Agent may enter into agreements with the Borrower to grant extensions of time for the perfection of security interests in or the obtaining of surveys, title insurance, legal opinions or other documents with respect to particular assets (including extensions beyond the Effective Date for the perfection of security interests in the assets of the Grantors on such date) where it determines that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Security Documents. The Loans made, the application of the proceeds thereof and the termination of existing Indebtedness on the Effective Date shall be deemed to occur simultaneously. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on April 1, 2003 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a conversion or continuation of an outstanding Borrowing), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, shall be subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower set forth in this Agreement and in the other Credit Documents (insofar as they relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all respects material to the rights or interests of the Lenders under the Credit Documents on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, with the same effect as though made on and as of such date, except to 49 the extent such representations and warranties expressly relate to an earlier date and except for those representations and warranties set forth in clause (b) of Section 3.04 and in Sections 3.05 and 3.08. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or (b) shall have occurred and be continuing. 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 (a) and (b) of this Section. ARTICLE V Affirmative Covenants Until the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that: SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within 110 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers or other independent public accountants of recognized national standing (without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries in accordance with GAAP consistently applied; (b) as soon as available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries in 50 accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) at the time of each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) demonstrating compliance with Sections 6.08, 6.09, 6.10 and 6.11 at the end of the period to which such financial statements relate and for each applicable period then ended, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements delivered under clause (a) above (or, prior to the delivery of any such financial statements, since December 31, 2002) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the United States Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) at the time of each delivery of financial statements under clause (a) or (b) above, and at such other times as the Borrower may determine, a certificate of a Financial Officer identifying each Domestic Subsidiary formed or acquired after the Effective Date and not previously identified in a certificate delivered pursuant to this paragraph, stating whether each such Domestic Subsidiary is a Consent Subsidiary and describing the factors that shall have led to the identification of any such Domestic Subsidiary as a Consent Subsidiary; (f) from time to time, all information and documentation required to be delivered under Section 4.04 of the Guarantee and Collateral Agreement; (g) at the time of each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower certifying that the requirements of Section 5.08 have been satisfied in all material respects; and (h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, or the perfection of the security interests created by the Security Documents, as the Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be 51 available on the website of the Securities and Exchange Commission at http://www.sec.gov; provided that the Borrower shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. SECTION 5.02. Notices of Defaults. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the occurrence of any Default, together with a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each of the Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except to the extent that failures to keep in effect such rights, licenses, permits, privileges and franchises would not be materially likely, individually or in the aggregate for all such failures, to result in a Material Adverse Change; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.04. SECTION 5.04. Maintenance of Properties. The Borrower will, and will cause each of the Subsidiaries to, keep and maintain all its property in good working order and condition, ordinary wear and tear excepted, except to the extent any failure to do so would not, individually or in the aggregate, be materially likely to result in a Material Adverse Change (it being understood that the foregoing shall not prohibit any sale of any assets permitted by Section 6.06). SECTION 5.05. Books and Records; Inspection and Audit Rights. The Borrower will, and will cause each of the Subsidiaries to, keep books of record and account sufficient to enable the Borrower to prepare the financial statements and other information required to be delivered under Section 5.01. The Borrower will, and will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent (or by any Lender acting through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties (accompanied by a representative of the Borrower) and to discuss its affairs, finances and condition with its officers, all at such reasonable times and as often as reasonably requested. SECTION 5.06. Compliance with Laws. The Borrower will, and will cause each of the Subsidiaries to, comply with all laws, including Environmental Laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change. SECTION 5.07. Insurance. The Borrower will, and will cause each of the Subsidiaries to, maintain, with financially sound and reputable insurance companies, 52 insurance in such amounts and against such risks as are customary among companies of established reputation engaged in the same or similar businesses and operating in the same or similar locations, except to the extent the failure to do so would not be materially likely to result in a Material Adverse Change. The Borrower will furnish to the Administrative Agent or any Lender, upon request, information in reasonable detail as to the insurance so maintained. SECTION 5.08. Guarantees and Collateral. (a) In the event that there shall at any time exist any Domestic Subsidiary (other than an Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and Collateral Agreement, the Borrower will promptly notify the Collateral Agent (including in such notice the information that would have been required to be set forth with respect to such Subsidiary in the Perfection Certificate if such Subsidiary had been one of the Grantors listed therein) and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, deliver to the Collateral Agent a supplement to the Guarantee and Collateral Agreement, in substantially the form specified therein, duly executed and delivered on behalf of such Domestic Subsidiary, pursuant to which such Domestic Subsidiary will become a party to and a US Guarantor and, if it elects to become a US Facilities Grantor or if its consolidated assets are greater than $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), a US Facilities Grantor, in each case as defined in the Guarantee and Collateral Agreement. (b) In the event that the Borrower or any other Grantor shall at any time directly own any Equity Interests of any Subsidiary (other than (i) Equity Interests in any Subsidiary with consolidated assets not greater than $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (ii) Equity Interests in any Excluded Subsidiary or Consent Subsidiary and (iii) Equity Interests already pledged in accordance with this paragraph or Section 4.01(l)), the Borrower will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Equity Interests to be pledged under the Guarantee and Collateral Agreement and cause to be delivered to the Collateral Agent any certificates representing such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, that (A) no Grantor shall be required to pledge more than 65% of outstanding voting Equity Interests of any Foreign Subsidiary and (B) no Grantor shall be required to pledge any Equity Interests in any Foreign Subsidiary if a Financial Officer shall have delivered a certificate to the Administrative Agent certifying that the Borrower has determined, on the basis of reasonable inquiries in the jurisdiction of such Person, that such pledge would affect materially and adversely the ability of such Person to conduct its business in such jurisdiction. (c) In the event that the Borrower or any other Grantor shall at any time directly own any Equity Interests of any Material Foreign Subsidiary (other than Equity Interests already pledged in accordance with this paragraph and Equity Interests in any Consent Subsidiary), the Borrower will promptly notify the Collateral Agent and will 53 take all such actions as the Collateral Agent shall reasonably request and as shall be available under applicable law to cause such Equity Interests to be pledged under a Foreign Pledge Agreement and cause to be delivered to the Collateral Agent any certificates representing such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, that (A) no Grantor shall be required to pledge more than 65% of outstanding voting Equity Interests of any Foreign Subsidiary and (B) no Grantor shall be required to pledge any Equity Interests in any Person if a Financial Officer shall have delivered a certificate to the Administrative Agent certifying that the Borrower has determined, on the basis of reasonable inquiries in the jurisdiction of such Person, that such pledge would affect materially and adversely the ability of such Person to conduct its business in such jurisdiction. (d) In the event that the Borrower or any other Grantor shall at any time own any Material Intellectual Property (other than Material Intellectual Property as to which the actions required by this paragraph have already been taken), the Borrower will promptly notify the Collateral Agent and will file all Uniform Commercial Code financing statements and recordations with the Patent and Trademark Office as shall be required by law or reasonably requested by the Collateral Agent to be filed or recorded to perfect the Liens intended to be created on the US Facilities Collateral (to the extent such Liens may be perfected by filings under the Uniform Commercial Code as in effect in any applicable jurisdiction or by filings with the United States Patent and Trademark Office); provided, that if the consents of Persons other than the Borrower and the Wholly Owned Subsidiaries would be required under applicable law or the terms of any agreement in order for a security interest to be created in any Material Intellectual Property under the Guarantee and Collateral Agreement, a security interest shall not be required to be created in such Material Intellectual Property prior to the obtaining of such consents. The Borrower will endeavor in good faith to obtain any consents required to permit any security interest in Material Intellectual Property to be created under the Guarantee and Collateral Agreement. (e) The Borrower will, and will cause each Subsidiary to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions, as may be reasonably requested by the Collateral Agent in order to cause the security interests purported to be created by the Security Documents or required to be created under the terms of this Agreement to constitute valid security interests, perfected in accordance with this Agreement. (f) During the period of 45 days after the Effective Date, the Borrower will endeavor in good faith to obtain any consents of third parties required in order for each Domestic Subsidiary listed on Part II of Schedule 1.01A to execute the Guarantee and Collateral Agreement as a US Guarantor and, if its consolidated assets are greater than $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), a US Facilities Grantor and perform its obligations thereunder, or in order for Equity Interests of each such Subsidiary to be pledged under the Security Documents, as the case may be, and shall advise the Collateral Agent in writing whether such 54 consents have been obtained, and if such consents have been obtained, will cause such Domestic Subsidiary to execute the Guarantee and Collateral Agreement as provided in paragraph (a) above or cause the Equity Interests of each such Domestic Subsidiary to be pledged under the Security Documents, as provided in paragraph (b) above, as the case may be. ARTICLE VI Negative Covenants Until the Commitments shall have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that: SECTION 6.01. Indebtedness and Preferred Equity Interests. The Borrower will not, and will not permit any Consolidated Subsidiary to, create, incur, assume or permit to exist any Indebtedness, or issue any preferred stock or other preferred Equity Interests, except: (a) Indebtedness under this Agreement (and related Indebtedness under the Security Documents); (b) Indebtedness under the other New Facilities Credit Agreements (and related Indebtedness under the Security Documents) in an amount for each New Facilities Credit Agreement not greater than the aggregate amount of the outstanding loans and unfunded commitments of the lenders thereunder on the Effective Date, and additional Indebtedness that may be incurred under the ABL Facilities that does not result in the aggregate principal amount of Indebtedness under the ABL Facilities exceeding $1,600,000,000; (c) other Indebtedness existing (or incurred pursuant to commitments to lend existing) on March 31, 2003, substantially all of which is set forth or described in Schedule 6.01 (as such Schedule 6.01 shall be modified in connection with the delivery of financial statements in respect of the fiscal period ended on March 31, 2003); (d) Indebtedness owed to the Borrower or any Subsidiary and permitted under Section 6.05(b); (e) Guarantees expressly permitted under Section 6.05; (f) Indebtedness of Foreign Subsidiaries (other than the European JV and its subsidiaries and Luxembourg Finance (it being understood that Indebtedness of Goodyear S.A., organized under the laws of Luxembourg, existing on the date hereof shall be counted against the limitation set forth in this Section 6.01(f) from 55 and after the date on which it becomes secured)) in an aggregate principal amount (excluding Indebtedness existing or incurred under the other clauses of this Section 6.01 and under Section 6.05(b)) not greater than $200,000,000 outstanding at any time; (g) Securitization Transactions (other than those permitted by Sections 6.01(j), (l) and (r)) in an aggregate amount not greater than $275,000,000 outstanding at any time; (h) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement; (i) Attributable Debt of the Borrower or any Subsidiary incurred pursuant to Sale and Leaseback Transactions permitted by Section 6.03; (j) Indebtedness of any Person that becomes a Subsidiary after the date hereof as a result of a transaction expressly permitted under Section 6.05(e); provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (k) obligations of the Borrower and the Subsidiaries existing on the date hereof (other than Guarantees, Securitization Transactions and Sale and Leaseback Transactions) that would not constitute Indebtedness that would appear as liabilities on a consolidated balance sheet of the Borrower under GAAP as in effect on the date hereof and that, as a result of changes in GAAP after the date hereof, shall be required to be reflected on such a balance sheet as liabilities; (l) Indebtedness of any Subsidiary that is not a Consolidated Subsidiary under GAAP as in effect on the date hereof (and in the event that any such Subsidiary shall become a Consolidated Subsidiary, Indebtedness of such Subsidiary existing at the time it becomes a Consolidated Subsidiary); (m) any extension, renewal, refinancing or replacement of any Indebtedness referred to in any of clauses (a) through (l) above that does not increase the outstanding principal amount thereof (except to the extent necessary to pay the fees, expenses, underwriting discounts and prepayment premiums in connection therewith) or change the parties directly or indirectly responsible for the payment of such Indebtedness; provided that (i) any such refinancing or replacement Indebtedness shall not shorten the maturity of the Indebtedness refinanced or replaced or add a requirement not previously applicable to the Indebtedness refinanced or replaced that such Indebtedness be prepaid, redeemed, 56 repurchased or defeased on one or more scheduled dates or upon the happening of one or more events (other than events of default or change of control events) before the maturity of the Indebtedness being refinanced or replaced and (ii) any such refinancing or replacement of Indebtedness under any revolving credit or similar facility shall be accompanied by the termination of the portion of the commitments under such facility under which such refinanced or replaced Indebtedness shall have been outstanding; (n) Indebtedness arising from the honoring of a check, draft or similar instrument presented by the Borrower or a Subsidiary against insufficient funds; (o) Indebtedness pursuant to any Swap Agreement entered into to hedge against risks to which the businesses of the Borrower and the Subsidiaries are exposed, and not for speculative purposes; (p) unsecured surety and performance bonds entered into in the ordinary course of business and not securing Indebtedness; (q) other unsecured Indebtedness for borrowed money of the Borrower, or preferred Equity Interests of the Borrower ("Permitted Preferred Stock"), or any combination thereof, not maturing or required to be prepaid, redeemed, repurchased or defeased prior to the Maturity Date, whether on one or more scheduled dates or upon the happening of one or more events (other than events of default (or similar events relating to Equity Interests) or change of control events), and any Guarantee of such Indebtedness provided by any Subsidiary that is a US Guarantor under the Guarantee and Collateral Agreement that is subordinated to the Obligations on terms in no material respect less favorable to the Lenders than market terms prevailing at the time such Guarantee is issued; provided that the aggregate principal or stated amount of such Indebtedness (or of the Indebtedness it Guarantees) or preferred Equity Interests created or assumed pursuant to this clause (q) and outstanding at any time, without duplication, shall not exceed $1,000,000,000; provided further, that for purposes of this paragraph, any trust preferred stock or similar preferred Equity Interest issued by a special purpose entity substantially all the assets of which consist of Indebtedness or preferred Equity Interests of the Borrower will be deemed to be a preferred Equity Interest of the Borrower; (r) a Securitization Transaction in an aggregate amount not greater than $15,000,000 outstanding at any time involving accounts receivable, rights to future lease payments or residuals or other financial assets, and related property of Goodyear Australia Pty Limited; and (s) other Indebtedness in an aggregate amount at any time outstanding not to exceed $25,000,000. SECTION 6.02. Liens. The Borrower will not, and will not permit any Consolidated Subsidiary to, create, incur, assume or permit to exist any Lien on any 57 property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof (other than sales of delinquent receivables and sales of receivables in the ordinary course of business (other than Securitization Transactions and factoring transactions) for the purpose of accelerating collection of such receivables), except: (a) Liens created under the New Facility Documents; (b) Permitted Encumbrances; (c) any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien secures Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (iii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary, and (iv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (e) Liens on assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary; (f) Liens on assets of Foreign Subsidiaries (other than the European JV and its subsidiaries and Luxembourg Finance) securing Indebtedness incurred under Section 6.01(f); (g) Liens in connection with Securitization Transactions permitted under Section 6.01(g) and (r); (h) Liens in connection with Sale and Leaseback Transactions permitted by Section 6.03; 58 (i) Liens on specific items of inventory or other goods (and proceeds thereof) securing obligations in respect of bankers' acceptances issued for the account of the Borrower or a Subsidiary to facilitate the purchase, shipment or storage of such items of inventory or other goods; (j) Liens on specific items of inventory or other goods and related documentation (and proceeds thereof) securing reimbursement obligations in respect of trade letters of credit issued to ensure payment of the purchase price for such items of inventory or other goods; (k) any interest of a lessor in property subject to an operating lease; (l) Liens referred to in policies of title insurance with respect to Mortgaged Property delivered to the Administrative Agent prior to the Effective Date; and (m) other Liens on assets not constituting Collateral; provided that the aggregate amount of the Indebtedness and other obligations secured by such Liens shall at no time exceed $25,000,000. SECTION 6.03. Sale and Leaseback Transactions. The Borrower will not, and will not permit any of the Consolidated Subsidiaries to, enter into or be party to any Sale and Leaseback Transaction other than (a) Sale and Leaseback Transactions existing on the date hereof and any replacement Sale and Leaseback Transactions that do not involve assets other than those subject to the Sale and Leaseback Transactions they replace and do not increase the Attributable Debt related thereto and (b) other Sale and Leaseback Transactions the aggregate outstanding Attributable Debt in respect of which does not exceed $100,000,000. SECTION 6.04. Fundamental Changes. The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all the assets of the Borrower and its Consolidated Subsidiaries, taken as a whole, or, in the case of the Borrower, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; except that no Domestic Subsidiary may merge into a Foreign Subsidiary, (iii) any sale of a Subsidiary made in accordance with Section 6.06 may be effected by a merger of such Subsidiary and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary; provided that any Investment that takes the form of a merger or consolidation (other than any merger or consolidation involving the Borrower) that is expressly permitted by Section 6.05 shall be permitted under this Section 6.04. 59 SECTION 6.05. Investments, Loans, Advances and Guarantees. The Borrower will not, and will not permit any of the Consolidated Subsidiaries to, purchase or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or securities (including any option, warrant or other right to acquire any of the foregoing) of, make any loans or advances to, make any Guarantee of any obligations of, or make any investment in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (each of the foregoing, an "Investment" in such Person), except: (a) Permitted Investments; (b) Investments by the Borrower and the Subsidiaries in Subsidiaries or the Borrower; provided that no Investment shall made by any Credit Party in a Subsidiary that is not a Credit Party pursuant to this clause (c) except (i) Investments (A) to fund working capital needs of such Subsidiary, (B) to replace amounts available under credit facilities or other financings of such Subsidiary existing on the date hereof that shall have matured or shall have been terminated or reduced, (C) to cover losses from operations of such Subsidiary and (D) to provide funds for Capital Expenditures or acquisitions permitted to be made by such Subsidiary; provided further, that Equity Interests in the European JV or any subsidiary thereof may not be transferred to any Subsidiary that is not the European JV or any subsidiary thereof; (c) any Investment by a Credit Party in a Consolidated Subsidiary that is not a Credit Party in the form of a transfer of assets used in or directly relating to any manufacturing process (but excluding any cash or financial asset) from a jurisdiction having higher manufacturing costs to a jurisdiction having lower manufacturing costs, provided that the aggregate book value of all assets subject to all such transfers from and after the Effective Date shall not exceed $250,000,000; and any Investment by Goodyear Dunlop Tires NA in a Consolidated Subsidiary; (d) Guarantees expressly permitted under Section 6.01; (e) on or after June 30, 2003, the acquisition of any Equity Interest; provided that the aggregate consideration paid by the Borrower and the Subsidiaries in all such acquisitions (including Indebtedness assumed by the Borrower or any Subsidiary) shall not exceed $100,000,000 plus the aggregate Net Cash Proceeds from Prepayment Events after the date hereof that (i) shall not have been required to be applied to prepay loans under any of the New Facilities Credit Agreements and (ii) shall not have been used to make Capital Expenditures that would otherwise have been prohibited by Section 6.08; (f) Guarantees not permitted by any other clause of this Section 6.05 incurred in the ordinary course of business and consistent with past practices in an 60 aggregate amount for all such Guarantees at any time outstanding not exceeding $50,000,000; (g) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (h) Investments for consideration consisting solely of common stock of the Borrower; (i) Equity Interests and debt obligations obtained by the Borrower or any Subsidiary as consideration for any asset sale permitted under Section 6.06; (j) Investments in Persons in which the Borrower or any Subsidiary has an Equity Interest on the date hereof, including Wingfoot Commercial Tire Systems LLC, SAVA Tires Joint Venture Holding d.o.o. and South Pacific Tyres that are (i) required to be made as a result of the exercise by other holders of Equity Interests in such joint ventures of put options or (ii) required to avoid dilution of the Borrower's or such Subsidiary's percentage ownership interest therein and in an aggregate amount not greater than $200,000,000 during the term of this Agreement; (k) Investments that are included in Capital Expenditures for the respective periods during which such Investments are made and that are permitted under Section 6.08; (l) the purchase of Equity Interests in Sava Joint Venture Holding d.o.o.; (m) loans and advances to officers and employees of the Borrower and its Subsidiaries in the ordinary course of business; (n) Investments in prepaid expenses in the ordinary course of business or in respect of required pension fund contributions; (o) negotiable instruments held for collection and lease, utility, workers' compensation, performance and other similar deposits in the ordinary course of business; (p) Investments in any Subsidiary that engages in no activities other than those related to a Securitization Transaction in order to capitalize such Subsidiary at a level customary for a securitization vehicle in such a transaction; (q) Investments constituting loans or advances by the European J.V. or any J.V. Subsidiary (as defined in the European Facilities Agreement) to the Borrower or any of its Subsidiaries (other than the European JV, its Subsidiaries and Luxembourg Finance) as part of cash management consistent with past practices in an aggregate amount for all such Investments at any time outstanding not exceeding $75,000,000, other than Investments the proceeds of which are 61 used (i) to repay loans under the US Term Facility Agreement or (ii) if there are no outstanding loans under the US Term Facility Agreement, to reduce commitments under the US Revolving Facility in an amount equal to the amount of such Investments; (r) Investments of the proceeds of any Securitization Transaction under Section 6.01(r) in South Pacific Tyres; and (s) Investments not permitted by any other clause of this Section in an aggregate amount at any time outstanding not greater than $25,000,000. SECTION 6.06. Asset Dispositions. The Borrower will not, and will not permit any of the Consolidated Subsidiaries to, sell, transfer, lease or otherwise dispose of (each a "Sale") any asset, including any Equity Interest, owned by it, nor will the Borrower permit any of the Subsidiaries to issue any additional Equity Interest in such Subsidiary, except: (a) Sales in the ordinary course of business of inventory and worn out or surplus equipment and Permitted Investments, and Sales in the ordinary course of business and consistent with past practices of assets other than property, plant, Investments in Subsidiaries and Intellectual Property; provided that licensing of Intellectual Property in the ordinary course of business and consistent with past practices shall be permitted; (b) Sales to the Borrower or a Subsidiary; provided that any such sale, transfer or disposition by a Credit Party to a Subsidiary that is not a Credit Party shall be made in compliance with Section 6.05; (c) the Sale of Equity Interests in Sava Joint Venture Holding d.o.o. to the European JV or any Subsidiary thereof (and any sale of such Equity Interests to the Borrower in connection therewith); (d) Sales of accounts receivable or interests therein in Securitization Transactions permitted under Sections 6.01(g) and (r); (e) Sales of assets in Sale and Leaseback Transactions permitted under Section 6.03; (f) Sales of any Equity Interests in any Person that is not a Subsidiary; (g) Sales to Persons other than the Borrower or any Subsidiary of assets listed on Schedule 6.06; provided that (i) at least 50% of the consideration received in each such Sale of the assets listed on Part I of Schedule 6.06 shall consist of cash and (ii) at least 75% of the consideration received in each other such Sale listed on Part II of Schedule 6.06 shall consist of cash; (h) Sales to the extent the aggregate value of the consideration received in any such Sale or series of related Sales does not exceed $10,000,000; 62 (i) Investments expressly permitted by Section 6.05; and (j) Sales (other than Sales of accounts receivable or inventory) that are not permitted by any other clause of this Section 6.06; provided that (i) the aggregate consideration received in respect of all such Sales in reliance upon this clause (j) shall not exceed $250,000,000 in the aggregate, (ii) all Sales permitted pursuant to this clause (j) shall be made for fair value, as reasonably determined by the Borrower, and (iii) at least 75% of the consideration received in each such Sale shall consist of cash. SECTION 6.07. Restricted Payments. (a) The Borrower will not, and will not permit any of the Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (i) the Borrower may declare and pay dividends payable solely in additional shares of its common stock, (ii) so long as no Event of Default shall exist, the Borrower may declare and pay cash dividends and other regularly scheduled distributions on shares of its Permitted Preferred Stock, (iii) Subsidiaries may make Restricted Payments ratably with respect to any class of their respective Equity Interests, (iv) the Borrower may make Restricted Payments pursuant to and in accordance with stock option or rights plans or other benefit plans for management, employees, directors or consultants of the Borrower or any Subsidiary and (v) the Borrower and its Subsidiaries may make Investments expressly permitted under Section 6.05(j). (b) The Borrower will not, nor will it permit any of the Subsidiaries to, make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property), except payments or distributions made in common stock of the Borrower, to any Person other than the Borrower or a Subsidiary in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancelation or termination of any Indebtedness of the Borrower or any Subsidiary, except: (i) payments and prepayments under this Agreement (ratably in accordance with the Commitments of the Lenders) and the other New Facilities Credit Agreements; (ii) regularly scheduled and other mandatory interest and principal payments (including pursuant to sinking fund requirements) as and when due in respect of any Indebtedness; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01(m), including the payment of customary fees, costs and expenses in connection therewith, and including additional cash payments in an aggregate amount for all such refinancings not to exceed, in the case of any refinancing, 5% of the principal amount being refinanced; and 63 (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness. SECTION 6.08. Capital Expenditures. The Borrower and the Subsidiaries will not make Capital Expenditures in any period set forth below in an amount greater than (a) the sum of (i) the amount set forth below for such period and each prior period plus (ii) that portion of the aggregate Net Cash Proceeds from Prepayment Events after the date hereof that shall not have been required to be applied to prepay loans under any of the New Facilities Credit Agreements (and shall not have been used to make Investments under Section 6.05(e) in excess of the $100,000,000 limitation set forth therein) minus (b) the aggregate amount of Capital Expenditures made during any prior period set forth below:

Period Capital Expenditure Amount ------ -------------------------- 1/1/03 through 12/31/03 $360,000,000 1/1/04 through 12/31/04 $500,000,000 1/1/05 through Maturity Date $200,000,000

SECTION 6.09. Interest Expense Coverage Ratio. The Borrower will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense for any period of four consecutive fiscal quarters to be less than 2.25 to 1.00. SECTION 6.10. Consolidated Net Worth. The Borrower will not permit Consolidated Net Worth at the end of any fiscal quarter to be less than the amount set forth below for such date.

Fiscal Quarter Ending Minimum Amount - --------------------- -------------- March 31, 2003 2,800,000,000 June 30, 2003 2,800,000,000 September 30, 2003 2,800,000,000 December 31, 2003 2,800,000,000 March 31, 2004 2,500,000,000 June 30, 2004 2,500,000,000 September 30, 2004 2,500,000,000 December 31, 2004 2,500,000,000 March 31, 2005 2,000,000,000

64 SECTION 6.11. Senior Secured Indebtedness Ratio. The Borrower will not at any date permit the ratio of (a) Consolidated Senior Secured Indebtedness at such date to (b) Consolidated EBITDA for the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.01(a) or (b), to be greater than 4.00 to 1.00. ARTICLE VII Events of Default If any of the following events ("Events of Default") shall occur: (a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Credit Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of (i) in the case of fees and interest payable under Sections 2.10 and 2.11, respectively, five Business Days, and (ii) in the case of any other fees, interest or other amounts (other than those referred to in paragraph (a) above), five Business Days after the earlier of (A) the day on which a Financial Officer first obtains knowledge of such failure and (B) the day on which written notice of such failure shall have been given to the Borrower by the Administrative Agent or any Lender or Issuing Bank; (c) any representation or warranty made or deemed made by or on behalf of any Credit Party in any Credit Document or any amendment or modification thereof or waiver thereunder shall prove to have been incorrect when made or deemed made in any respect material to the rights or interests of the Lenders under the Credit Documents; (d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to the Borrower's existence) or 5.08 or in Article VI; (e) any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in any Credit Document (other than those specified in clauses (a), (b) and (d) of this Article), and such failure shall continue unremedied for a period of 30 days after written notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender); provided, that the failure of any Credit Party to perform any covenant, condition or agreement made in any Credit Document (other than this Agreement) shall not constitute an Event of Default unless such failure shall be (i) 65 wilful or (ii) material to the rights or interests of the Lenders under the Credit Documents; (f) the Borrower or any Consolidated Subsidiary shall fail to make any payment of principal in respect of any Material Indebtedness at the scheduled due date thereof and such failure shall continue beyond any applicable grace period, or any event or condition occurs that results in any Material Indebtedness (other than any Securitization Transaction existing on the date hereof) becoming due or being required to be prepaid, repurchased, redeemed, defeased or terminated prior to its scheduled maturity; provided that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness in accordance with the terms and conditions of this Agreement or (ii) Material Indebtedness of any Foreign Subsidiary if the Borrower is unable, due to applicable law restricting Investments in such Foreign Subsidiary, to make an Investment in such Foreign Subsidiary to fund the payment of such Material Indebtedness; (g) any event or condition occurs that continues beyond any applicable grace period and enables or permits the holder or holders of any Material Indebtedness (other than (i) any Securitization Transaction existing on the date hereof and (ii) any Material Indebtedness of any Foreign Subsidiary in an aggregate principal amount that is less than $50,000,000) or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption, defeasance or termination thereof, prior to its scheduled maturity; provided that (i) no Event of Default shall occur under this paragraph (g) as a result of any event or condition relating to the ABL Credit Agreement or any Securitization Transaction, other than any default in the payment of principal or interest thereunder that does not result from a change in borrowing base eligibility criteria or reserves made by the administrative agent thereunder as to which there is good faith disagreement and (ii) this clause (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness in accordance with the terms and conditions of this Agreement or (ii) Material Indebtedness of any Foreign Subsidiary if the Borrower is unable, due to applicable law restricting Investments in such Foreign Subsidiary, to make an Investment in such Foreign Subsidiary to fund the payment of such Material Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered; 66 (i) the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, (iv) make a general assignment for the benefit of creditors or (v) take any action for the purpose of effecting any of the foregoing; (j) the Borrower or any Material Subsidiary shall admit in writing its inability or fail generally to pay its debts as they become due; (k) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would be materially likely to result in a Material Adverse Change; (l) Liens created under the Security Documents shall not be valid and perfected Liens on a material portion of the Collateral; (m) any Guarantee of the Obligations under the Guarantee and Collateral Agreement shall fail to be a valid, binding and enforceable Guarantee of one or more Subsidiary Guarantors where such failure would constitute or be materially likely to result in a Material Adverse Change; or (n) a Change in Control shall occur; then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Majority Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and (iii) demand cash collateral with respect to any Letters of Credit pursuant to Section 2.04(j); and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, and the Borrower's obligation to provide cash collateral for Letters of Credit shall become effective, in each case without 67 presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. ARTICLE VIII The Agents Each of the Lenders hereby irrevocably appoints the Agents as its agents and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to the Agents by the terms hereof and of the other Credit Documents, together with such actions and powers as are reasonably incidental thereto. The bank or banks serving as the Agents hereunder shall have the same rights and powers in their capacity as Lenders as any other Lender and may exercise the same as though they were not Agents, and such bank or banks and their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if they were not Agents hereunder. The Agents shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing (a) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agents are required to exercise in writing by the Majority Lenders, and (c) except as expressly set forth herein, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information communicated to the Agents by or relating to the Borrower or any Subsidiary. The Agents shall not be liable for any action taken or not taken by them with the consent or at the request of the Majority Lenders or the Lenders, as the case may be, or in the absence of their own gross negligence or wilful misconduct. In addition, the Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Agents by the Borrower or a Lender, and the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agents. The Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by them to be genuine and to have been signed or sent by the proper Person. The Agents also may rely upon any statement made to them orally or by telephone and believed by them to be made by the proper Person, and shall 68 not incur any liability for relying thereon. The Agents may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by them with reasonable care, and shall not be liable for any action taken or not taken by them in accordance with the advice of any such counsel, accountants or experts. The Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the Agents. The Agents and any such sub-agent may perform any and all their duties and exercise their rights and powers through their respective Affiliates. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Affiliates of the Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor with the Borrower's written consent (which shall not be unreasonably withheld or delayed and shall not be required from the Borrower if an Event of Default has occurred and is continuing). If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, with the Borrower's written consent (which shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing), appoint a successor Agent which shall be a bank or an Affiliate thereof, in each case with a net worth of at least $1,000,000,000 and an office in New York, New York. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent's resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Each Lender acknowledges that it has, independently and without reliance upon the Agents 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 Agents 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. Notwithstanding any other provision contained herein, each Lender and Issuing Bank acknowledges that the Administrative Agent is not acting as an agent of the Borrower and that the Borrower will not be responsible for acts or failures to act on the part of the Administrative Agent. ARTICLE IX 69 Miscellaneous SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or e-mail, as follows: (i) if to the Borrower, to it at 1144 East Market Street, Akron, Ohio, 44316-0001, Attention of the Treasurer (Telecopy No. (330) 796-6502 or (330) 796-8836); (ii) if to the Administrative 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); (iii) if to a Lender, to it at its address (or telecopy number or e-mail address) set forth in Schedule 2.01 or its Administrative Questionnaire; and (iv) if to any Issuing Bank, to it at the address most recently specified by it in a notice delivered to the Administrative Agent and the Borrower. (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address, telecopy number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. SECTION 9.02. Waivers; Amendments. (a) No failure or delay by any of the Agents, any Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents, any Issuing Banks and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by 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 70 only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. (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 or the definition of "Majority Lenders", without the prior written consent of each Lender. All prepayments made pursuant to this Section shall be without premium, penalty or other cost of any kind and shall not be subject to the requirements of Sections 2.16. (c) No other Credit Document or any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto and the Administrative Agent or Collateral Agent, as the case may be, with the consent of the Majority Lenders; provided that no such amendment, modification or waiver shall (i) reduce the principal amount of any LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, or postpone the date of any scheduled payment of any LC Disbursement, or any interest thereon, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender adversely affected thereby, (ii) release all or substantially all the Subsidiary Guarantors from their Guarantees under the Guarantee and Collateral Agreement, or release all or substantially all the Collateral from the Liens of the Security Documents, without the written consent of each Lender, (iii) change any provision of the Guarantee and Collateral Agreement or any other Security Document to alter the amount or allocation of any payment to be made to the Secured Parties without the consent of each adversely affected Lender, (iv) change the provisions of this paragraph or paragraph (d) below without the written consent of each adversely affected Lender or (v) amend, modify or otherwise affect the rights or duties of the Collateral Agent under any Credit Document without the prior written consent of such Agent. (d) For purposes of paragraph (b) above, (i) all references in such paragraph to the "Agent" shall be deemed to be references to the Administrative Agent, (ii) all references in such paragraph to the "Facility Fees" and the "Utilization Fee" shall be deemed to refer to portions of the Commitment Fee or the interest rate margins established under Section 2.11, as the case may be, equal to the Facility Fees and the Utilization Fee that would have been payable under the Existing Credit Agreement (it 71 being acknowledged that the fees applicable to the unused Commitments and the Letters of Credit, and the sum of the fees and interest rates applicable to the Loans and LC Disbursements, under this Agreement will under all circumstances be greater than those that would have been applicable under the Existing Credit Agreement). At all times after the Commitments shall have terminated, any amendment, modification or waiver that under paragraph (b) or (c) of this Section would require the consent of the Majority Lenders will also require the consent of Lenders holding outstanding Loans and LC Exposures representing a majority of the aggregate outstanding Loans and LC Exposures. Each Lender acknowledges and agrees that while certain provisions of Section 9.05(b) and Section 2.16 of the Existing Credit Agreement have been changed (in the form of paragraph (b) above and Section 2.16(a)) to reflect and properly refer to other provisions of this Agreement, such Sections, and the protections afforded to the Lenders thereby, have not otherwise been changed. SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents, the Arranger and their Affiliates (including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Agents and the Arranger, and Allen & Overy and other local and foreign counsel for the Agents and Arranger, limited to one per jurisdiction, in connection with the Security Documents and the creation and perfection of the Liens created thereby and other local and foreign law matters) in connection with the arrangement and syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by 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 Agents, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Agents, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans or Letters of Credit. The Borrower also shall pay all out-of-pocket expenses incurred by the Collateral Agent in connection with the creation and perfection of the security interests contemplated by this Agreement, including all filing, recording and similar fees and, as more specifically set forth above, the reasonable fees and disbursements of counsel (including foreign counsel in connection with Foreign Pledge Agreements). (b) The Borrower shall indemnify each Agent, the Arranger, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by or asserted against any Indemnitee and arising out of (i) the execution or delivery of this Agreement or any other Credit Document or other agreement or instrument 72 contemplated hereby, the performance by the parties hereto of their respective obligations or the exercise by the parties hereto of their rights hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereof (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses shall have resulted from the gross negligence or wilful misconduct of such Indemnitee or the breach by such Indemnitee of obligations set forth herein or in any other Credit Document. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, Arranger or Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent or Issuing Bank, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, Arranger or Issuing Bank in its capacity as such. SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, the Indemnitees and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, Indemnitees, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Arranger, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (including any CLO or other Approved Fund) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: 73 (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender (other than an Approved Fund or CLO), a Federal Reserve Bank or, if an Event of Default has occurred and is continuing, any other assignee; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender, an Affiliate of a Lender, a Federal Reserve Bank or an Approved Fund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 or, if smaller, the entire remaining amount of the assigning Lender's Commitment unless each of the Borrower and the Administrative Agent shall otherwise consent, provided (i) that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (ii) in the event of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, all such concurrent assignments shall be aggregated in determining compliance with this subsection; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that in the event of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, only one such fee shall be payable; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled 74 to the benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. Each assignment hereunder shall be deemed to be an assignment of the related rights under the Guarantee and Collateral Agreement. (iv) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (vi) By executing and delivering an Assignment and Assumption, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Commitment and the outstanding balances of its Loans, in each case without giving effect to assignments thereof that have not become effective, are as set forth in such Assignment and Assumption; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the foregoing, or the financial condition of the Credit Parties or the performance or observance by the Credit Parties of any of their obligations under this Agreement or under any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; (iii) each of the assignee and the assignor represents and warrants that it is legally authorized to enter into such Assignment and Assumption; (iv) such assignee confirms that it has received a copy of this Agreement, together with 75 copies of any amendments or consents entered into prior to the date of such Assignment and Assumption and copies of the most recent financial statements delivered pursuant to Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Agents to take such action as agents on its behalf and to exercise such powers under this Agreement and the other Credit Documents as are delegated to them by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations that by the terms of this Agreement are required to be performed by it as a Lender. (c)(i) Any Lender may, without the consent of the Borrower, the Administrative Agent or any Issuing Bank, sell participations to one or more banks or other entities (each a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that affects such Participant and that, under Section 9.02, would require the consent of each affected Lender. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.16(d) as though it were a Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.13 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent, which consent shall specifically refer to this exception. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.15(e) as though it were a Lender. 76 (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective as provided in Section 4.01. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. No failure to obtain any approval required for the effectiveness of any provision of this Agreement shall affect the validity or enforceability of any other provision of this Agreement. SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing and the Loans shall have become due and payable pursuant to 77 Article VII, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York. (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. (c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY 78 (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 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. SECTION 9.12. Confidentiality. Each of the Agents, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors who have been informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including the NAIC), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) to the extent necessary or advisable in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the written consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, "Information" means all information received from the Borrower or Persons acting on its behalf relating to the Borrower or its business, other than any such information that is available to any Agent, any Issuing Bank or any Lender prior to disclosure by the Borrower on a nonconfidential basis from a source other than the Borrower that is not known by the recipient to be bound by a confidentiality agreement or other obligation of confidentiality with respect to such information. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, but no party shall disclose any information relating to such tax treatment or tax structure to the extent nondisclosure is necessary in order to comply with applicable securities laws. 79 SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Alternate Base Rate to the date of repayment, shall have been received by such Lender. SECTION 9.14. Security Documents. Each Lender hereby authorizes and directs the Collateral Agent to execute and deliver the Guarantee and Collateral Agreement and each other Security Document. Each Lender, by executing and delivering this Agreement, acknowledges receipt of a copy of the Guarantee and Collateral Agreement and approves and agrees to be bound by and to act in accordance with the terms and conditions of the Guarantee and Collateral Agreement and each other Security Document, specifically including (i) the provisions of Article VI of the Guarantee and Collateral Agreement (governing the exercise of remedies under the Security Documents and the distribution of the proceeds realized from such exercise), (ii) the provisions of Article VIII of the Guarantee and Collateral Agreement (governing the manner in which Acts of the Secured Parties are to be evidenced and the manner in which the amounts of the Obligations and the other Obligations (as defined in the Guarantee and Collateral Agreement) are to be determined at any time), (iii) the provisions of Articles IX and X of the Guarantee and Collateral Agreement (relating to the duties and responsibilities of the Collateral Agent and providing for the indemnification and the reimbursement of expenses of the Collateral Agent by the Lenders), (iv) the provisions of Article XI of the Guarantee and Collateral Agreement (providing for the subordination of certain Junior Liens (as defined therein) in favor of the Secured Parties to the Applicable Senior Liens (as defined therein)) and (v) the provisions of Section 13.13 of the Guarantee and Collateral Agreement (providing for releases of Guarantees of and Collateral securing the Obligations). Each party hereto further agrees that the foregoing provisions of the Guarantee and Collateral Agreement shall apply to each other Security Document. 80 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY, by /s/ Stephanie W. Bergeron -------------------------- Name: Title: JPMORGAN CHASE BANK, individually and as Administrative Agent and Collateral Agent, by /s/ B. Joseph Lillis --------------------- Name: B. Joseph Lillis Title: Managing Director SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: ABN AMRO Bank N.V. by /s/ Neil J. Bivona ------------------------------- Name: Neil. J. Bivona Title: Senior Vice President /s/ David W. Stack ------------------------------- Name: David W. Stack Title: Group Vice President SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Bank of America by /s/ Thomas Biaggi -------------------------- Name: Thomas Biaggi Title: Managing Director SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: BANK OF TOYKO-MITSUBISHI TRUST COMPANY by /s/ Spencer Hughes ----------------------------------------- Name: Spencer Hughes Title: Vice President SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Bank One, NA by /s/ Gaye C. Plunkett ----------------------------- Name: Gaye C. Plunkett Title: First Vice President SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative 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/ Leonardo Valentini -------------------------------------------- Name: Leonardo Valentini Title: First Vice President SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: The Bank of Nova Scotia by /s/ [Signature illegible] ----------------------------------- Name: [Signature illegible], Assistant Agent Title: SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: BARCLAYS BANK PLC by /s/ Nicholas Bell ------------------------ Name: Nicholas Bell Title: Director SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent BNP PARIBAS By /s/ Frederick H. Moryl, Jr. ------------------------------ Name: Frederick H. Moryl, Jr. Title: Managing Director By /s/ Peter Labrie ------------------------------ Name: Peter Labrie Title: Central Region Manager SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: CIBC Inc. by /s/ Charles D. Mulkeen --------------------------- Name: Charles D. Mulkeen Title: Executive Director SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Citibank, N.A. by /s/ Jonathan D. Calder -------------------------- Name: Jonathan D. Calder Title: V.P. SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Citicorp USA, Inc by /s/ Brian Ike -------------------- Name: Brian Ike Title: Director SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent COMMERZBANK AKTIENGESELLSCHAFT NEW YORK AND GRAND CAYMAN BRANCHES Name of Institution: by /s/ Graham A. Warning /s/ John Marlatt ---------------------------------------------------------- Name: Graham A. Warning Name: John Marlatt Title: Assistant Treasurer Title: Senior Vice President SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Credit Lyonnais New York Branch by /s/ Guido Van Hauwermeiren -------------------------------- Name: Guido Van Hauwermeiren Title: Senior Vice President SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Credit Suisse First Boston, Cayman Islands Branch by /s/ Mark E. Gleason ------------------------------------------------- Name: Mark E. Gleason Title: Director by /s/ Cassandra Droogan ------------------------------------------------- Name: Cassandra Droogan Title: Associate SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent DEUTSCHE BANK AG, NEW YORK BRANCH by /s/ Michael Dietz ------------------------------ Name: Michael Dietz Title: Director by /s/ Hans-Josef Thiele ------------------------------ Name: Hans-Josef Thiele Title: Director SIGNATURE PAGE TO THE AMENDED AND RESTATED FIVE- YEAR REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent DRESDNER BANK AG NEW YORK Name of Institution: AND GRAND CAYMAN BRANCHES by /s/ James M. Gallagher ------------------------------- Name: James M. Gallagher Title: Director by /s/ Sanjeev Malhotra ------------------------------- Name: Sanjeev Malhotra Title: Associate SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: ING CAPITAL LLC by /s/ M. Densel Fulton ----------------------------------- Name: M. Densel Fulton Title: Director SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: JPMORGAN CHASE BANK by /s/ B. Joseph Lillis ------------------------------- Name: B. Joseph Lillis Title: Managing Director SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: KeyBank National Association by /s/ W. Robert Perkins ------------------------ Name: W. Robert Perkins Title: Vice President SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Mizuho Corp. Bank, Ltd., NY Branch by /s/ Robert P. Gallagher, Jr. ----------------------------------- Name: Robert P. Gallagher, Jr. Title: VP & Team Leader SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: National City Bank by /s/ Robert S. Coleman ------------------------------------- Name: Robert S. Coleman Title: Senior Vice President SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: The Northern Trust Company by /s/ Craig Smith ----------------------------------- Name: Craig Smith Title: Vice President SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Royal Bank of Canada by /s/ Scott Umbs ----------------------------------- Name: Scott Umbs Title: Manager SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: SOCIETE GENERALE By /s/ Anne-Marie Dumortier ----------------------------------- Name: Anne-Marie Dumortier Title: Vice President SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: STANDARD CHARTERED BANK by /s/ Neil McCauley ----------------------------------- Name: Neil McCauley Title: Executive Vice President by /s/ Marc Chait ----------------------------------- Name: Marc Chait Title: Senior Vice President SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: SUMITOMO MITSUI BANKING CORPORATION by /s/ Leo E. Pagarigan ----------------------------------- Name: Leo E. Pagarigan Title: Senior Vice President SIGNATURE PAGE TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: UFJ Bank Limited --------------------- by Russell Bohner --------------------- Name: Russell Bohner Title: Vice President EX-4.2 4 l00387aexv4w2.txt EX-4.2 $645,454,545 TERM LOAN AGREEMENT EXHIBIT 4.2 EXECUTION COPY ================================================================================ $645,454,545 TERM LOAN AGREEMENT dated as of March 31, 2003 among THE GOODYEAR TIRE & RUBBER COMPANY, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, as Administrative Agent, J.P. MORGAN SECURITIES INC., and BNP PARIBAS as Joint Bookrunners and Joint Lead Arrangers ================================================================================ [CS&M #6701-315] TABLE OF CONTENTS ARTICLE I Definitions

Page ---- SECTION 1.01. Defined Terms.................................................... 1 SECTION 1.02. Foreign Currency Translation..................................... 21 SECTION 1.03. Terms Generally.................................................. 21 SECTION 1.04. Accounting Terms; GAAP........................................... 22

ARTICLE II The Credits SECTION 2.01. Commitments...................................................... 22 SECTION 2.02. Loans and Borrowings............................................. 22 SECTION 2.03. Borrowings Procedure............................................. 23 SECTION 2.04. Funding of Borrowings............................................ 23 SECTION 2.05. Interest Elections............................................... 24 SECTION 2.06. Repayment of Loans; Evidence of Debt............................. 25 SECTION 2.07. Prepayment of Loans.............................................. 26 SECTION 2.08. Fees............................................................. 27 SECTION 2.09. Interest on Loans................................................ 27 SECTION 2.10. Alternate Rate of Interest....................................... 28 SECTION 2.11. Increased Costs.................................................. 28 SECTION 2.12. Break Funding Payments........................................... 29 SECTION 2.13. Taxes............................................................ 30 SECTION 2.14. Payments Generally; Pro Rata Treatment; Sharing of Setoffs....... 31 SECTION 2.15. Mitigation Obligations; Replacement of Lenders................... 32 ARTICLE III Representations and Warranties SECTION 3.01. Organization; Powers............................................. 33 SECTION 3.02. Authorization; Enforceability.................................... 33 SECTION 3.03. Governmental Approvals; No Conflicts............................. 34 SECTION 3.04. Financial Statements; No Material Adverse Change................. 34 SECTION 3.05. Litigation and Environmental Matters............................. 34 i SECTION 3.06. Compliance with Laws and Agreements.............................. 35 SECTION 3.07. Investment and Holding Company Status............................ 35 SECTION 3.08. ERISA ........................................................... 35 SECTION 3.09. Disclosure....................................................... 35 SECTION 3.10. Security Interests............................................... 35 SECTION 3.11. Use of Proceeds.................................................. 37 ARTICLE IV Conditions SECTION 4.01. Effective Date................................................... 37 ARTICLE V Affirmative Covenants SECTION 5.01. Financial Statements and Other Information....................... 40 SECTION 5.02. Notices of Defaults.............................................. 41 SECTION 5.03. Existence; Conduct of Business................................... 41 SECTION 5.04. Maintenance of Properties........................................ 42 SECTION 5.05. Books and Records; Inspection and Audit Rights................... 42 SECTION 5.06. Compliance with Laws............................................. 42 SECTION 5.07. Insurance........................................................ 42 SECTION 5.08. Guarantees and Collateral........................................ 42 ARTICLE VI Negative Covenants SECTION 6.01. Indebtedness and Preferred Equity Interests...................... 45 SECTION 6.02. Liens............................................................ 47 SECTION 6.03. Sale and Leaseback Transactions.................................. 49 SECTION 6.04. Fundamental Changes.............................................. 49 SECTION 6.05. Investments, Loans, Advances and Guarantees...................... 50 SECTION 6.06. Asset Dispositions............................................... 52 SECTION 6.07. Restricted Payments.............................................. 53 SECTION 6.08. Capital Expenditures............................................. 54 SECTION 6.09. Interest Expense Coverage Ratio.................................. 54 SECTION 6.10. Consolidated Net Worth........................................... 54 SECTION 6.11. Senior Secured Indebtedness Ratio................................ 55 ii ARTICLE VII Events of Default ARTICLE VIII The Agents ARTICLE IX Miscellaneous SECTION 9.01. Notices.......................................................... 60 SECTION 9.02. Waivers; Amendments.............................................. 60 SECTION 9.03. Expenses; Indemnity; Damage Waiver............................... 61 SECTION 9.04. Successors and Assigns........................................... 62 SECTION 9.05. Survival......................................................... 66 SECTION 9.06. Counterparts; Integration; Effectiveness......................... 67 SECTION 9.07. Severability..................................................... 67 SECTION 9.08. Right of Setoff.................................................. 67 SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process....... 67 SECTION 9.10. WAIVER OF JURY TRIAL............................................. 68 SECTION 9.11. Headings......................................................... 68 SECTION 9.12. Confidentiality.................................................. 69 SECTION 9.13. Interest Rate Limitation......................................... 69 SECTION 9.14. Security Documents............................................... 70 SCHEDULES: Schedule 1.01A -- Consent Subsidiaries Schedule 1.01B -- Mortgaged Property Schedule 2.01 -- Commitments Schedule 3.10(b) -- Mortgages Schedule 3.10(c) -- Material Intellectual Property Schedule 6.01 -- Existing Indebtedness Schedule 6.02 -- Existing Liens Schedule 6.06 -- Asset Dispositions EXHIBITS: Exhibit A -- Form of Borrowing Request Exhibit B -- Form of Interest Election Request iii Exhibit C -- Form of Promissory Note Exhibit D -- Form of Assignment and Assumption Exhibit E-1 -- Form of Opinion of Borrower's Outside Counsel Exhibit E-1 -- Form of Opinion of Borrower's General Counsel Exhibit F -- Form of Master Guarantee and Collateral Agreement iv TERM LOAN AGREEMENT dated as of March 31, 2003, among THE GOODYEAR TIRE & RUBBER COMPANY; the LENDERS party hereto; and JPMORGAN CHASE BANK, as Administrative Agent. The Borrower has requested the Lenders, and the Lenders are willing, to extend credit to the Borrower in order to enable it to borrow on the date hereof an aggregate principal amount not in excess of $645,454,545. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forth. The proceeds of the Loans will be used for general corporate purposes of the Borrower and the Subsidiaries. Accordingly, the parties hereto agree as follows: ARTICLE I Definitions SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: "ABL Facilities Agreement" means the $1,300,000,000 Term Loan and Revolving Credit Agreement dated as of the date hereof among the Borrower, certain lenders, JPMCB, as administrative agent, Citicorp USA, Inc., as syndication agent, and Bank of America, N.A. and CIT Financial Group, as documentation agents. "ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. "Administrative Agent" means JPMCB, in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity. "Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent. "Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. "Agents" means the Administrative Agent and the Collateral Agent. "Alternate Base Rate" means, for any day, a rate per annum 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%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. "Applicable Percentage" means, with respect to any Lender, the percentage of the total Commitments represented by such Lender's Commitment (or after the Commitments have terminated, the percentage of the aggregate outstanding Loans represented by such Lender's outstanding Loans). "Approved Fund" means (a) with respect to any Lender, a CLO managed by such Lender or by an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor. "Arrangers" means J.P. Morgan Securities Inc. and BNP Paribas, as Joint Bookrunners and Joint Lead Arrangers for the credit facilities established by this Agreement. "Assignment and Assumption" means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit D or any other form approved by the Administrative Agent. "Attributable Debt" means, with respect to any Sale and Leaseback Transaction, the present value (computed in accordance with GAAP and, in the case of a Sale and Leaseback Transaction that does not result in Capital Lease Obligations, as if the obligations incurred in connection with such Sale and Leaseback Transaction were Capital Lease Obligations) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of (i) the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) and (ii) the Attributable Debt determined assuming no such termination. "Board" means the Board of Governors of the Federal Reserve System of the United States of America. 2 "Borrower" means The Goodyear Tire & Rubber Company, an Ohio corporation. "Borrowing" means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. "Borrowing Request" means a request by the Borrower for a Borrowing in accordance with Section 2.03 in substantially the form of Exhibit A hereto. "Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided 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. "Capital Expenditures" means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and the Subsidiaries that are (or would be) set forth in a statement of cash flows of the Borrower and its Consolidated Subsidiaries for such period prepared in accordance with GAAP, excluding capitalized software expenses, and (b) Capital Lease Obligations incurred by the Borrower and its Consolidated Subsidiaries during such period (other than any such Capital Lease Obligations that shall relate to assets acquired in transactions reflected in Capital Expenditures for any earlier period). For purposes of this definition, (i) the purchase price of equipment or other fixed assets that are purchased simultaneously with the trade-in of existing assets or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such assets for the assets being traded in at such time or the amount of such insurance proceeds, as the case may be, and (ii) acquisitions permitted by Section 6.05(e) shall be excluded. "Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. "Change in Control" means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the United States Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of 3 the Borrower by Persons who were neither (i) directors on the date hereof or nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated. "Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.11(b), by any lending office of such Lender or by such Lender's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. "CLO" means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Collateral" means that portion of the "Collateral", as defined in the Guarantee and Collateral Agreement, that secures the Obligations. "Collateral Agent" means JPMCB, in its capacity as collateral agent for the Lenders under the Guarantee and Collateral Agreement and the other Security Documents. "Commitment" means, with respect to each Lender, the commitment of such Lender to make Loans on the Effective Date, expressed as an amount representing the maximum permitted aggregate amount of the Loans to be made by such Lender. The initial amount of each Lender's Commitment is set forth on Schedule 2.01. The initial aggregate amount of the Lenders' Commitments is $645,454,545. "Consent Subsidiary" means (a) any Subsidiary listed on Part I or Part II of Schedule 1.01A and (b) any Subsidiary not on Schedule 1.01A or formed or acquired after the Effective Date in respect of which (A) the consent of any Person other than the Borrower or any Wholly Owned Subsidiary is required by applicable law or the terms of any organizational document of such Subsidiary or other agreement of such Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiary to execute the Guarantee and Collateral Agreement as a US Facilities Grantor or a US Guarantor and perform its obligations thereunder, or in order for Equity Interests of such Subsidiary to be pledged under the Security Documents, as the case may be, and (B) the Borrower endeavored in good faith to obtain such consents and such consents shall not have been obtained. Notwithstanding the foregoing, no Subsidiary shall be a Consent Subsidiary at any time that it is a guarantor of, or has provided any collateral to secure, Indebtedness for borrowed money of the Borrower, and any Consent Subsidiary (including a Consent 4 Subsidiary listed in Part I or Part II of Schedule 1.01A) that at any time ceases to meet the test set forth in clause (A) shall cease to be a Consent Subsidiary. "Consolidated EBITDA" means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii) income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) all non-cash non-recurring charges for such period, (v) all Rationalization Charges for such period, (vi) other expense for such period, (vii) equity in losses of affiliates for such period, (viii) foreign exchange currency losses for such period and (ix) minority interest in net income of subsidiaries for such period, minus (b) without duplication, to the extent included in determining such Consolidated Net Income (except with respect to (ii) and (iii) below), (i) any non-cash extraordinary gains for such period, (ii) cash expenditures (other than Rationalization Charges) during such period in respect of items that resulted in non-cash non-recurring charges during any prior period after the date hereof, (iii) Excess Cash Rationalization Charges, (iv) other income for such period, (v) equity in earnings of affiliates for such period, (vi) foreign exchange currency gains for such period and (vii) minority interest in net losses of subsidiaries for such period, all determined on a consolidated basis in accordance with GAAP. Each item referred to in this definition and not defined elsewhere in this Agreement will be computed by a method consistent with that used in preparing the financial statements referred to in Section 3.04. "Consolidated Interest Expense" means, for any period, the sum of, without duplication, (a) the consolidated interest expense (including imputed interest expense in respect of Capital Lease Obligations and excluding fees and other origination costs included in interest expense and arising from Indebtedness incurred at any time) of the Borrower and its Consolidated Subsidiaries for such period, determined in accordance with GAAP but excluding capitalized interest, (b) all cash dividends paid during such period in respect of Permitted Preferred Stock and (c) all finance expense related to Securitization Transactions, excluding amortization of origination and other fees. "Consolidated Net Income" means, for any period, the net income or loss of the Borrower and its Consolidated Subsidiaries for such period determined in accordance with GAAP. "Consolidated Net Worth" means, as of the last day of any fiscal quarter, the sum for the Borrower of (a) the stated value of outstanding common stock, (b) capital surplus and (c) retained earnings, excluding for purposes of such calculation the effect of (i) all non-cash non-recurring charges and all non-cash Rationalization Charges and (ii) all losses and gains on sales of assets other than in the ordinary course of business and all other non-cash non-recurring gains, in each case in (i) and (ii) above, after December 31, 2002. 5 "Consolidated Revenue" means, for any period, the revenues of the Borrower and its Consolidated Subsidiaries for such period, determined in accordance with GAAP. "Consolidated Senior Secured Indebtedness" means, for any period, the sum for the Borrower and its Consolidated Subsidiaries for such period, without duplication, of (a) all Indebtedness that is included on the Borrower's consolidated balance sheet and is secured by any assets of the Borrower or a Consolidated Subsidiary, (b) all Capital Lease Obligations, (c) all synthetic lease financings, (d) all Indebtedness of South Pacific Tyres that is secured by any of its assets or assets of the Borrower or a Consolidated Subsidiary and (e) all Securitization Transactions, all determined in accordance with GAAP. For purposes of computing Consolidated Senior Secured Indebtedness, the amount of any synthetic lease financing shall equal the amount that would be capitalized in respect of such lease if it were a Capital Lease Obligation. "Consolidated Subsidiary" means, at any date, each Subsidiary the accounts of which would be consolidated with those of the Borrower in the Borrower's consolidated financial statements in accordance with GAAP. "Consolidated Total Assets" means, at any date, the total assets of the Borrower and its Consolidated Subsidiaries, determined in accordance with GAAP. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto. "Credit Documents" means this Agreement, any promissory notes delivered pursuant to Section 2.06(e) and the Security Documents. "Credit Party" means the Borrower, each Subsidiary Guarantor and each Grantor. "Default" means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. "Disclosure Documents" means (a) the Information Memorandum, (b) reports of the Borrower on Forms 10-K, 10-Q and 8-K, and any amendments thereto, that shall have been (i) filed with the Securities and Exchange Commission on or prior to March 21, 2003, or (ii) filed with the Securities and Exchange Commission after such date and prior to the Effective Date and delivered to the Administrative Agent, and (c) the draft Report of the Borrower on Form 10-K for the fiscal year ended December 31, 2002, delivered to the Lenders prior to the date hereof, as such Report shall have been modified by any subsequent draft of such Report delivered to the Administrative Agent prior to the Effective Date. 6 "dollars" or "$" refers to lawful money of the United States of America. "Domestic Subsidiary" means any Subsidiary that is not a Foreign Subsidiary. "Effective Date" means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02). "Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the presence, the management or release of, or exposure to, any Hazardous Materials or to health and safety matters. "Environmental Liability" means all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. "Equity Interests" means shares of capital stock, partnership interests, membership interests in limited liability companies, beneficial interests in trusts or other equity ownership interests in any Persons, and any warrants, options or other rights entitling the holders thereof to purchase or acquire any such equity interests. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. "ERISA Event" means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to any Plan (other than an event for which the 30-day notice period is waived or an event described in Section 4043.33 of Title 29 of the Code of Federal Regulations); (b) the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA) as to which a waiver has not been obtained; (c) the incurrence by the Borrower, a Subsidiary or any ERISA Affiliate of any liability under 7 Title IV of ERISA with respect to the termination of any Plan; (d) the treatment of a Plan amendment as a termination under Section 4041 of ERISA; (e) any event or condition, other than the Transactions, that would be materially likely to result in the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan under Section 4042 of ERISA; (f) the receipt by the Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice of an intention to terminate any Plan or to appoint a trustee to administer any Plan; (g) the incurrence by the Borrower, any Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (h) the receipt by the Borrower, any Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower, any Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA. "Eurodollar", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. "European Facilities Agreement" means the $650,000,000 Term Loan and Revolving Credit Agreement dated as of the date hereof among the European JV, the other borrowers thereunder, certain lenders, and JPMCB, as administrative agent. "European JV" means Goodyear Dunlop Tires Europe B.V. "Event of Default" has the meaning assigned to such term in Article VII. "Excess Cash Rationalization Charges" means, for any period, cash expenditures of the Borrower and its Consolidated Subsidiaries with respect to Rationalization Charges recorded on the Borrower's consolidated income statement after the date hereof; provided, however, that for such cash expenditures incurred after September 1, 2003, Excess Cash Rationalization Charges shall only include the aggregate amount of such cash expenditures which exceed the sum of $100,000,000 (or $50,000,000 if incurred prior to December 31, 2003) plus 25% of the Net Cash Proceeds from the issuance and sale of its Equity Interests or Indebtedness pursuant to Section 6.01(q). "Excluded Subsidiary" means any Subsidiary with only nominal assets and no operations. "Excluded Taxes" means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits 8 taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in clause (a) above and (c) (i) any withholding tax that is imposed by the United States on amounts payable to a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15(b)) at the time such Foreign Lender first becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.13(a) or (ii) any withholding tax that is imposed by the United States on amounts payable to a Foreign Lender that is attributable to such Foreign Lender's failure to comply with Section 2.13(e). "Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. "Financial Officer" means the chief financial officer, principal accounting officer, treasurer or any assistant treasurer of the Borrower. "Foreign Lender" means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. "Foreign Pledge Agreement" means a pledge agreement securing the Obligations or any of them that is governed by the law of a jurisdiction other than the United States and reasonably satisfactory in form and substance to the Collateral Agent. "Foreign Subsidiary" means any Subsidiary organized under the laws of a jurisdiction other than the United States or any of its territories or possessions or any political subdivision thereof. "GAAP" means generally accepted accounting principles in the United States. "Governmental Authority" means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. 9 "Grantors" means the Borrower and each Domestic Subsidiary that becomes, or is required to become, a US Facilities Grantor (as defined in the Guarantee and Collateral Agreement) pursuant to Section 4.01(j) or 5.08. "Guarantee" of or by any Person (the "guarantor") means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guaranteeing person's maximum reasonably anticipated liability (assuming such person is required to perform) in respect thereof as determined in such person's good faith. "Guarantee and Collateral Agreement" means the Guarantee and Collateral Agreement among the Borrower, the Subsidiary Guarantors, the Grantors, certain other Subsidiaries and the Collateral Agent substantially in the form of Exhibit F. "Hazardous Materials" means (A) petroleum products and byproducts, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radon gas, chlorofluorocarbons and all other ozone-depleting substances; and (B) any pollutant or contaminant or any hazardous, toxic, radioactive or otherwise regulated chemical, material, substance or waste that is prohibited, limited or regulated pursuant to any applicable Environmental Law. "Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right to be secured by) any Lien on property 10 owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (i) all Securitization Transactions of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in such entity. "Indemnified Taxes" means Taxes other than Excluded Taxes. "Indemnitee" has the meaning set forth in Section 9.03. "Information Memorandum" means the Confidential Information Memorandum dated March 5, 2003 relating to the Borrower and the Transactions. "Interest Election Request" means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05 in substantially the form of Exhibit B hereto. "Interest Payment Date" means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and the Maturity Date and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months' duration, each day prior to the last day of such Interest Period that occurs at intervals of three months' duration after the first day of such Interest Period. "Interest Period" means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. "Investments" has the meaning assigned to such term in Section 6.05. "JPMCB" means JPMorgan Chase Bank, and its successors. 11 "Lenders" means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. "LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason with respect to any Eurodollar Borrowing, then the "LIBO Rate" with respect to such Eurodollar Borrowing for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. "Lien" means, with respect to any asset, (a) any mortgage, deed of trust, French delegation of claims, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. "Loans" means the loans made by the Lenders to the Borrower pursuant to this Agreement. "Luxembourg Finance" means Goodyear Finance Holding S.A., a corporation organized in Luxembourg. "Majority Lenders" shall mean, at any time, Lenders having Loans representing more than 50% of the aggregate principal amount of the total Loans outstanding (or, if the Loans shall not yet have been made, Lenders having Commitments representing more than 50% of the aggregate principal amount of the total Commitments). "Material Adverse Change" means a material adverse change in or effect on (a) the business, operations, properties, assets or financial condition (including as a result of the effects of any contingent liabilities thereon) of the Borrower and the Subsidiaries, taken as a whole, (b) the ability of the Credit Parties, taken as a whole, to 12 perform obligations under this Agreement and the other Credit Documents that are material to the rights or interests of the Lenders or (c) the rights of or benefits available to the Lenders under this Agreement and the other Credit Documents that are material to the interests of the Lenders. "Material Foreign Subsidiary" means, at any time, each Foreign Subsidiary that had assets with an aggregate book value in excess of $50,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b). "Material Indebtedness" means Indebtedness (other than the Loans), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and the Subsidiaries in an aggregate principal amount exceeding $25,000,000. For purposes of determining Material Indebtedness, the "principal amount" of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time, calculated in accordance with the terms of such Swap Agreement. "Material Intellectual Property" means all Intellectual Property (as defined in the Guarantee and Collateral Agreement) of the Borrower and the Grantors, other than Intellectual Property that in the aggregate is not material to the business of the Borrower and the Subsidiaries, taken as a whole. "Material Subsidiary" means, at any time, each Subsidiary other than Subsidiaries that do not represent more than 1% for any such individual Subsidiary, or more than 5% in the aggregate for all such Subsidiaries, of either (a) Consolidated Total Assets or (b) Consolidated Revenue for the period of four fiscal quarters most recently ended. "Maturity Date" means April 30, 2005. "Mortgage" means a mortgage or deed of trust, assignment of leases and rents, or other security documents reasonably satisfactory in form and substance to the Collateral Agent granting a Lien on any Mortgaged Property to secure the Obligations. "Mortgaged Property" means, at any time, each parcel of real property listed in Schedule 1.01B and the improvements thereto. "Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. "NAIC" means the National Association of Insurance Commissioners. 13 "Net Cash Proceeds" means, with respect to any Prepayment Event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including as a result of any monetization of non-cash proceeds), but only as and when received, (ii) in the case of a casualty, insurance proceeds received, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments received, net of (b) the sum of (A) all reasonable fees, discounts, commissions and out-of-pocket expenses (including any legal, title and recording tax expenses) paid by the Borrower and the Subsidiaries to third parties (other than Affiliates) in connection with such event, (B) in the case of a sale, transfer or other disposition of any property or asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made by the Borrower and the Subsidiaries as a result of such event to repay Indebtedness (other than the Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event (it being understood that in the case of a Prepayment Event that results in a reduction of the amount of the Borrowing Base (as defined in the ABL Facilities Agreement), the Net Cash Proceeds in respect of such event shall be reduced by this clause (B) by an amount equal to the reduction in the Borrowing Base that would have resulted had such event occurred on the date of the Borrowing Base Certificate (as defined in the ABL Facilities Agreement) most recently delivered under the ABL Facilities Agreement prior to the date of such event), and (C) the amount of all taxes paid (or reasonably estimated to be payable) by the Borrower and the Subsidiaries (including taxes required to be paid or withheld in respect of the transfer of amounts from the recipient thereof to a Borrower), and the amount of any reserves established by the Borrower and the Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of the Borrower); provided that, to the extent and at the time any such amounts are released to the Borrower or any Subsidiary from such reserve, such amounts shall constitute Net Cash Proceeds. Notwithstanding the foregoing, amounts that would otherwise constitute Net Cash Proceeds shall not constitute Net Cash Proceeds to the extent that (x) currency or foreign exchange controls prevent the repatriation of such amounts to the United States or (y) the recipient of such amounts is not a Wholly Owned Subsidiary and (1) the consent of any Person other than the Borrower or any Wholly Owned Subsidiary is required by applicable law or the terms of any organizational document of such non-Wholly Owned Subsidiary or other agreement of such Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiary to transfer such amounts to the Borrower (whether by distribution, loan or advance, repayment of intercompany Indebtedness or other commercially reasonable means) and (2) the Borrower endeavored in good faith to obtain such consents and such consents shall not have been obtained to permit the transfer of such proceeds by any of such means. The Net Cash Proceeds received by any non-Wholly Owned Subsidiary shall be deemed to equal the amount determined as set forth above multiplied by the Borrower's aggregate direct or indirect percentage ownership of such Subsidiary. 14 "New Facilities Credit Agreements" means this Agreement, the US Revolving Facility Agreement, the European Facilities Agreement and the ABL Facilities Agreement. "New Facilities Documents" means the New Facilities Credit Agreements, the Guarantee and Collateral Agreement and the other Security Documents (as such term is defined in any New Facilities Credit Agreement). "Obligations" means (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations of the Credit Parties to any of the Secured Parties under this Agreement and each of the other Credit Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual performance of all other obligations of the Credit Parties to any of the Secured Parties under this Agreement and the other Credit Documents. "Other Taxes" means any and all present or future stamp, documentary, excise, recording, transfer, sales, property or similar taxes, charges or levies arising from any payment made under any Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Credit Document. "Participant" has the meaning assigned to such term in Section 9.04. "PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions. "Perfection Certificate" means a certificate in the form of Exhibit II to the Guarantee and Collateral Agreement or any other form approved by the Collateral Agent. "Permitted Encumbrances" means: (a) Liens imposed by law for taxes that are not yet due or are being contested; (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's and other Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days (or any longer grace period available under the terms of the applicable underlying obligation) or are being contested; 15 (c) Liens created and pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations; (d) Liens created and deposits made to secure the performance of bids, trade contracts, leases, statutory obligations, appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business, and Liens created and deposits made prior to the date hereof in the ordinary course of business to secure the performance of surety bonds; (e) judgment liens in respect of judgments that do not constitute an Event of Default; (f) supplier's liens in inventory, other assets supplied or accounts receivable that result from retention of title or extended retention of title arrangements arising in connection with purchases of goods in the ordinary course of business; and (g) easements, zoning restrictions, rights-of-way and similar encumbrances on real property and other Liens incidental to the conduct of business or ownership of property that arise automatically by operation of law or arise in the ordinary course of business and that do not materially detract from the value of the property of the Borrower and the Subsidiaries or of the Collateral, in each case taken as a whole, or materially interfere with the ordinary conduct of business of the Borrower and the Subsidiaries, taken as a whole, or otherwise adversely affect in any material respect the rights or interests of the Lenders; provided that (except as provided in clause (d) above) the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness for borrowed money. "Permitted Investments" means: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof; (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, ratings of A1 from S&P and P1 from Moody's; (c) investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition thereof and issued or guaranteed by or placed with, and money market deposit accounts issued or offered by any commercial bank organized under the laws of the United States or 16 any State thereof which has a short term deposit rating of A1 from S&P and P1 from Moody's and has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution described in clause (c) above; (e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000; and (f) in the case of any Subsidiary that is not a Domestic Subsidiary, (i) marketable direct obligations issued or unconditionally guaranteed by the sovereign nation in which such Subsidiary is organized and is conducting business or issued by any agency of such sovereign nation and backed by the full faith and credit of such sovereign nation, in each case maturing within one year from the date of acquisition, so long as the indebtedness of such sovereign nation is rated at least A by S&P or A2 by Moody's or carries an equivalent rating from a comparable foreign rating agency or (ii) investments of the type and maturity described in clauses (b) through (e) of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies. "Permitted Preferred Stock" has the meaning assigned to such term in Section 6.01(q). "Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. "Plan" means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV or Section 302 of ERISA or Section 412 of the Code, and in respect of which the Borrower, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA. "Prepayment Event" means: (a) any sale, transfer, lease or other disposition of all or substantially all the assets or business of the Engineered Products division of the Borrower; (b) any sale, transfer, lease or other disposition (including pursuant to a Sale and Leaseback Transaction other than a Sale and Leasback Transaction consummated not more than 180 days after the acquisition or completion of 17 construction of the assets subject thereto) of any property or assets of the Borrower or any Subsidiary (other than the European JV and its Subsidiaries) to any Person other than the Borrower or any Credit Party, other than any sale, transfer, lease or other disposition (i) described in clause (a) above, (ii) described in clause (a), (b), (c), (d) or (i) of Section 6.06, and (iii) that results in Net Cash Proceeds not exceeding $5,000,000 (provided that at all times after the aggregate Net Cash Proceeds known by a Financial Officer to have been received in respect of all such transactions is in excess of $25,000,000, each such transaction under this clause (iii) shall constitute a Prepayment Event with respect to all such Net Cash Proceeds in excess of $25,000,000); (c) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary (other than the European JV and its Subsidiaries), but only to the extent that the Net Cash Proceeds from such event exceed $5,000,000 and then, if the Borrower shall notify the Administrative Agent that it or the applicable Subsidiary intends to apply such Net Cash Proceeds to repair, restore or replace the property or asset that shall have been damaged or taken, such event shall constitute a Prepayment Event only if such repair, restoration or replacement shall not have commenced within 180 days after such event and the Net Cash Proceeds of such event will be deemed for purposes of Section 2.07 to equal the amount not so applied; and (d) the incurrence or issuance by the Borrower or any of its Subsidiaries (other than the European JV and its Subsidiaries) of Indebtedness or Equity Interests pursuant to Section 6.01(q) or the issuance of any other Equity Interests by the Borrower or any of its Subsidiaries (other than the European JV and its subsidiaries). "Prime Rate" means the rate of interest per annum publicly announced from time to time by JPMCB (or any successor Administrative Agent appointed or chosen pursuant to Article VIII hereof) as its prime rate in effect at its principal office in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. "Rationalization Charges" means, for any period, cash and non-cash charges related to rationalization actions designed to reduce capacity, eliminate redundancies and reduce costs. Rationalization Charges will be computed by a method consistent with that used in preparing the financial statements referred to in Section 3.04. "Register" has the meaning set forth in Section 9.04. "Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents, counsel and other advisors of such Person and such Person's Affiliates. 18 "Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property) on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests. "Sale and Leaseback Transaction" means any arrangement whereby the Borrower or a Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease from the buyer or transferee property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, other than any such transaction entered into with respect to any property or any improvements thereto at the time of, or within 180 days after, the acquisition or completion of construction of such property or such improvements (or, if later, the commencement of commercial operation of any such property), as the case may be, to finance the cost of such property or such improvements, as the case may be. "Secured Parties" means the Administrative Agent, the Collateral Agent and each Lender. "Securitization Transaction" means, with respect to any Person, (i) any transfer by such Person of accounts receivable, rights to future lease payments or residuals or other financial assets, and related property, or interests therein (a) to a trust, partnership, corporation or other entity, which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness or securities that are to receive payments from, or that represent interests in, the cash flow derived from such accounts receivable or interests, or (b) directly to one or more investors or other purchasers, (ii) any Indebtedness of such Person secured substantially entirely by accounts receivable, rights to future lease payments or residuals or other financial assets, and related property or (iii) any factoring transaction involving substantially entirely accounts receivable, rights to future lease payments or residuals or other financial assets, and related property. The amount of any Securitization Transaction shall be deemed at any time to be the aggregate outstanding principal amount of the Indebtedness or securities referred to in the preceding sentence or, if there shall be no such principal amount, the equivalent outstanding amount of the funded investment. "Security Documents" means the Guarantee and Collateral Agreement, the Mortgages, the Foreign Pledge Agreements and each other instrument or document delivered pursuant to Section 5.08 to secure any of the Obligations. "Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the 19 Board to which the Administrative Agent is subject, with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. "subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which are consolidated with those of the parent in the parent's consolidated financial statements in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. "Subsidiary" means any subsidiary of the Borrower. "Subsidiary Guarantor" means any Domestic Subsidiary that becomes, or is required to become, a US Guarantor (as defined in the Guarantee and Collateral Agreement) pursuant to Section 4.01(j) or 5.08. "Swap Agreement" means any agreement, including any master agreement, with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates or prices for one or more currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions. "Taxes" means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority. "Transactions" means the execution, delivery and performance by the Borrower of this Agreement and by the Borrower, the Subsidiary Guarantors and the Grantors, as applicable, of the other Credit Documents, the borrowing of the Loans, the creation of the Liens and Guarantees provided for in the Security Documents and the other transactions contemplated hereby. "Type", when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate. 20 "US Revolving Facility Agreement" means the $750,000,000 Amended and Restated Revolving Credit Agreement dated as of the date hereof among the Borrower, certain lenders, and JPMCB, as administrative agent. "Wholly Owned Subsidiary" of any person shall mean a subsidiary of such person of which securities (except for directors' qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, controlled or held by such person or one or more wholly owned Subsidiaries of such person or by such person and one or more wholly owned Subsidiaries of such person. "Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. SECTION 1.02. Foreign Currency Translation.. For purposes of determining compliance as of any date with Section 6.01, 6.02, 6.03, 6.05 or 6.06, amounts incurred or outstanding in currencies other than dollars shall be translated into dollars at the exchange rates in effect on the first Business Day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made, as such exchange rates shall be determined in good faith by the Borrower. No Default or Event of Default shall arise as a result of any limitation set forth in dollars in Section 6.01, 6.02, 6.03, 6.05 or 6.06 being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made. SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all 21 tangible and intangible assets and properties, including cash, securities, accounts and contract rights. SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. ARTICLE II The Credits SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make a Loan to the Borrower on the Effective Date in a principal amount not exceeding its Commitment. Amounts paid or prepaid in respect of Loans may not be reborrowed. The Commitments shall expire at 5:00 p.m. New York City time, on the Effective Date. SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required. (b) Subject to Section 2.10, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith; provided that all Borrowings made on the Effective Date must be made as ABR Borrowings. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. (c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of 22 $1,000,000 and not less than $5,000,000. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of 20 Eurodollar Borrowings outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. SECTION 2.03. Borrowing Procedure. To request the Borrowing on the Effective Date, the Borrower shall notify the Administrative Agent of such request by telephone not later than 10:30 a.m., New York City time, on the Effective Date. Such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower. Such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing; (ii) the proposed Effective Date, which shall be a Business Day; (iii) that such Borrowing is to be an ABR Borrowing; and (iv) the location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing. SECTION 2.04. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the Effective Date by wire transfer of immediately available funds by 12:30 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the account designated by the Borrower in the Borrowing Request. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the Effective Date that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each 23 day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included in such Borrowing. It is agreed that no payment by the Borrower under this paragraph will be subject to any break-funding payment under Section 2.12. SECTION 2.05. Interest Elections. (a) The initial Borrowing shall be an ABR Borrowing. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone (a) in the case of a Eurodollar Borrowing, not later than 3:00 p.m., New York City time, three Business days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 10:30 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period". 24 If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. SECTION 2.06. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein (including any failure to record the making or repayment of any Loan) shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement or prevent the Borrower's obligations in respect of Loans from being discharged to the extent of amounts actually paid in respect thereof. 25 (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in substantially the form set forth in Exhibit C hereto. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). SECTION 2.07. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (e) of this Section. (b) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event described in clause (a) or (d) of the definition of the term Prepayment Event, the Borrower shall, not later than the fifth Business Day after such Net Cash Proceeds are received, prepay Loans in an aggregate amount equal to 50% of such Net Cash Proceeds. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event described in clause (b) or (c) of the definition of the term Prepayment Event, the Borrower shall, not later than the fifth Business Day after such Net Cash Proceeds are received, prepay Loans in an aggregate amount equal to 75% of such Net Cash Proceeds. (d) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (e) of this Section. (e) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 3:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable, shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.09 26 SECTION 2.08. Fees. (a) The Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (b) If Loans remain outstanding under this Agreement on April 30, 2004, the Borrower agrees to pay to the Administrative Agent for the account of each Lender on such date, a fee equal to 1.00% (or if the aggregate outstanding principal amount of the Loans under this Agreement shall have been reduced to an amount not greater than $200,000,000 as of such date, .75%) of the aggregate principal amount of such Lender's outstanding Loans, at such time. (c) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances. SECTION 2.09. Interest on Loans. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus 3.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus 4.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan except as otherwise provided in this Agreement; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The 27 applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. SECTION 2.10. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Majority Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. SECTION 2.11. Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or (ii) impose on any Lender or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan, then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law regarding capital requirements has had or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, in each case by an amount deemed by such Lender to be material, as a consequence of this Agreement or the Loans made by such Lender, to a level below that which such Lender or such Lender's holding company would have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company 28 with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof, unless such amount is being contested by the Borrower in good faith. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. SECTION 2.12. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.15, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof, unless such amount is being contested by the Borrower in good faith.. 29 SECTION 2.13. Taxes. (a) Any and all payments by or on account of any obligation of the Borrower or any other Credit Party hereunder or under any other Credit Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower or any other Credit Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions of such Taxes (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made (and the Borrower shall pay or cause such Credit Party to pay such increased amount), (ii) the Borrower or such other Credit Party shall make such deductions and (iii) the Borrower or such other Credit Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (c) The Borrower shall indemnify the Administrative Agent and, each Lender within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender on or with respect to any payment by or on account of any obligation of the Borrower or any other Credit Party hereunder or under any other Credit Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or any other Credit Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time such Foreign Lender first becomes a party to this Agreement and at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate; provided that such 30 Foreign Lender has received written notice from the Borrower advising it of the availability of such exemption or reduction and supplying all applicable documentation. SECTION 2.14. Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) Except as required or permitted under Section 2.11, 2.12, 2.13 or 9.03, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of fees and each refinancing of any Borrowing with a Borrowing of any Type, shall be allocated pro rata among the Lenders in accordance with the respective principal amounts of their outstanding Loans. Each Lender agrees that in computing such Lender's portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender's percentage of such Borrowing to the next higher or lower whole dollar amount. (b) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.11, 2.12 or 2.13 or otherwise) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without setoff, counterclaim or other deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York and except that payments pursuant to Sections 2.11, 2.12, 2.13, 2.15 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person in appropriate ratable shares to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (c) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (d) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; 31 provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law and under this Agreement, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (f) If any Lender shall fail to make any payment required to be made by it hereunder for the account of the Administrative Agent or any Lender, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations in respect of such payment until all such unsatisfied obligations are fully paid. SECTION 2.15. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.11, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.11 or 2.13, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to 32 pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.11, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee or the Borrower, as the case may be, and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.11 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments. ARTICLE III Representations and Warranties The Borrower represents and warrants to the Lenders that: SECTION 3.01. Organization; Powers. The Borrower and each of the other Credit Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not be reasonably likely to result in a Material Adverse Change, is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required. Each Subsidiary of the Borrower other than the Credit Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required, except for failures that, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change. SECTION 3.02. Authorization; Enforceability. The Transactions to be entered into by each Credit Party are within such Credit Party's powers and have been duly authorized. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Credit Document to which any Credit Party is to be a party, when executed and delivered by such Credit Party, will constitute, a legal, valid 33 and binding obligation of the Borrower or such Credit Party, as the case may be, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. SECTION 3.03. Governmental Approvals; No Conflicts. Except to the extent that no Material Adverse Change would be materially likely to result, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as are required to perfect Liens created under the Security Documents and such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of the Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of the Subsidiaries or any of their assets, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of the Subsidiaries, except Liens created under the Credit Documents. SECTION 3.04. Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders a draft in substantially final form of its consolidated balance sheet and statements of income, stockholders' equity and cash flows as of and for the fiscal year ended December 31, 2002. Such financial statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such fiscal year in accordance with GAAP. (b) Except as disclosed in the Disclosure Documents, since December 31, 2002, there has been no event or condition that constitutes or would be materially likely to result in a Material Adverse Change, it being agreed that a reduction in any rating relating to the Borrower issued by any rating agency shall not, in and of itself, be an event or condition that constitutes or would be materially likely to result in a Material Adverse Change (but that events or conditions underlying or resulting from any such reduction may constitute or be materially likely to result in a Material Adverse Change). SECTION 3.05. Litigation and Environmental Matters. (a) Except as set forth in the Disclosure Documents, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that if adversely determined would be materially likely, individually or in the aggregate, to result in a Material Adverse Change or (ii) that involve the Credit Documents or the Transactions. (b) Except as set forth in the Disclosure Documents, and except with respect to matters that, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change, neither the Borrower nor any of the Subsidiaries 34 (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. SECTION 3.06. Compliance with Laws and Agreements. Each of the Borrower and the Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to be in compliance, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change. No Event of Default has occurred and is continuing. SECTION 3.07. Investment and Holding Company Status. Neither the Borrower nor any of the Subsidiaries is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended. SECTION 3.08. ERISA. Except as disclosed in the Disclosure Documents, no ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events that have occurred or are reasonably expected to occur, would be materially likely to result in a Material Adverse Change. SECTION 3.09. Disclosure. Neither the Information Memorandum nor the reports, financial statements, certificates or other written information referred to in Section 3.04 or delivered after the date hereof by or on behalf of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to Section 5.01 (taken together with all other information so furnished and as modified or supplemented by other information so furnished) contained or will contain, in each case as of the date delivered, any material misstatement of fact or omitted or will omit to state, in each case as of the date delivered, any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information or other forward looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. SECTION 3.10. Security Interests. (a) When executed and delivered, the Guarantee and Collateral Agreement will be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the US Facilities Collateral (as defined therein), to the extent contemplated by the Guarantee and Collateral Agreement, and (i) when the US Facilities Collateral constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Collateral Agent thereunder together with instruments of transfer duly endorsed in blank, the Guarantee and Collateral Agreement will create, to the extent 35 contemplated by the Guarantee and Collateral Agreement, a perfected security interest in all right, title and interest of the Grantors in such certificated securities to the extent perfection is governed by the Uniform Commercial Code as in effect in any applicable jurisdiction, subject to no other Lien other than Liens permitted under Section 6.02 that take priority over security interests in certificated securities perfected by the possession of such securities under the Uniform Commercial Code as in effect in the applicable jurisdiction, and (ii) when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, the Guarantee and Collateral Agreement will create a perfected security interest in all right, title and interest of the Grantors in the remaining US Facilities Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements in such jurisdictions, subject to no other Lien other than Liens permitted under Section 6.02. The exclusion of the Consent Assets (as defined in the Guarantee and Collateral Agreement) from the US Facilities Collateral does not materially reduce the aggregate value of the US Facilities Collateral. (b) Each Mortgage, upon execution and delivery by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all the applicable mortgagor's right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the counties specified in Schedule 3.10(b), the Mortgages will create perfected Liens on all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to Liens in favor of any other Person (other than Liens or other encumbrances for which exceptions are taken in the policies of title insurance delivered in respect of the Mortgaged Properties on or prior to the Effective Date and Liens permitted under Section 6.02). (c) Upon the recordation of the Guarantee and Collateral Agreement or a memorandum of such Agreement with the United States Patent and Trademark Office, the Guarantee and Collateral Agreement will create a perfected Lien on all right, title and interest of the Grantors in the Material Intellectual Property in which a security interest may be perfected by such recordation in the United States Patent and Trademark Office, in each case prior and superior in right to any other Person, subject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office may be necessary to perfect a Lien on registered trademarks and trademark applications acquired by the Grantors after the Effective Date). As of the Effective Date, Schedule 3.10(c) sets forth all the Material Intellectual Property. (d) Upon the recordation of the Guarantee and Collateral Agreement with the Federal Aviation Administration, the Guarantee and Collateral Agreement will create a perfected Lien on all right, title and interest of the Grantors in the Aircraft Collateral (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by such recordation with the Federal Aviation Administration, in each case prior and superior in right to any other Person, subject to Liens permitted under Section 6.02. 36 (e) None of the Perfection Certificate or any other written information relating to the Collateral delivered after the date hereof by or on behalf of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to any provision of any Credit Document is or will be incorrect when delivered in any respect material to the rights or interests of the Lenders under the Credit Documents. SECTION 3.11. Use of Proceeds. The proceeds of the Loans will be used only for the purposes referred to in the preamble to this Agreement. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. ARTICLE IV Conditions SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from the Borrower, the Administrative Agent and each Lender either (i) counterparts of this Agreement signed on behalf of each such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) Covington & Burling, counsel for the Borrower, substantially in the form of Exhibit E-1 and (ii) the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit E-2, and covering such other matters relating to the Credit Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall reasonably request. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization by the Credit Parties of the Transactions and any other legal matters relating to the Borrower, the other Credit Parties, the Credit Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. 37 (d) The Lenders shall have received drafts in substantially final form of the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, containing the Borrower's consolidated balance sheet and statements of income, stockholders' equity and cash flows as of the end of and for such fiscal year. (e) The representations and warranties set forth in Article III shall be true and correct in all material respects on the Effective Date and the Administrative Agent shall have received a certificate signed by a Financial Officer to that effect. (f) The Borrower and the other Credit Parties shall be in compliance with all the terms and provisions set forth herein and in the other Credit Documents in all material respects on their part to be observed or performed, and at the time of and immediately after the Effective Date, no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate signed by a Financial Officer to that effect. (g) the Convertible Term Loan Agreement dated as of February 4, 1998, between the Borrower and Banque Nationale de Paris S.A., Dublin Branch, as amended and in effect on the date hereof, shall have been terminated. (h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (i) The Administrative Agent shall have received (i) a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer, together with all attachments contemplated thereby, and (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Credit Parties in the jurisdictions referred to in paragraph 1 of the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search. (j) the Administrative Agent shall have received from the Borrower and each Domestic Subsidiary (other than the Excluded Subsidiaries and the Consent Subsidiaries) a counterpart of the Guarantee and Collateral Agreement duly executed and delivered on behalf of the Borrower or such Subsidiary as a US Guarantor and (except in the case of a Subsidiary that shall have had consolidated assets of less than $10,000,000 at December 31, 2002) a US Facilities Grantor; (k) the Collateral Agent shall have received certificates representing all Equity Interests (other than any uncertificated Equity Interests) pledged pursuant to the Guarantee and Collateral Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; 38 (l) all Uniform Commercial Code financing statements and recordations with the United States Patent and Trademark Office and the Federal Aviation Administration required by law or reasonably requested by the Collateral Agent to be filed or recorded to perfect the Liens intended to be created on the US Facilities Collateral (to the extent such Liens may be perfected by filings under the Uniform Commercial Code as in effect in any applicable jurisdiction or by filings with the United States Patent and Trademark Office or the Federal Aviation Administration) shall have been filed or recorded or delivered to the Collateral Agent for filing or recording; and (m) the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property, duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens (other than Liens referred to in such policies of title insurance and acceptable to the Administrative Agent and Liens permitted by Section 6.02), together with such endorsements as the Collateral Agent or the Majority Lenders may reasonably request, and (iii) such legal opinions and other documents as shall reasonably have been requested by the Collateral Agent with respect to any such Mortgage or Mortgaged Property. (n) The Commitments under its Amended and Restated 364-Day Credit Agreement dated as of August 13, 2002, shall have been terminated and all outstanding loans, interest, fees and other amounts accrued thereunder and under its Term Loan Agreement dated as of March 30, 2001, as amended, shall have been paid in full. The Collateral Agent may enter into agreements with the Borrower to grant extensions of time for the perfection of security interests in or the obtaining of surveys, title insurance, legal opinions or other documents with respect to particular assets (including extensions beyond the Effective Date for the perfection of security interests in the assets of the Grantors on such date) where it determines that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Security Documents. The Loans made, the application of the proceeds thereof and the termination of existing Indebtedness on the Effective Date shall be deemed to occur simultaneously. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on April 1, 2003 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). 39 ARTICLE V Affirmative Covenants Until the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders that: SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within 110 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers or other independent public accountants of recognized national standing (without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries in accordance with GAAP consistently applied; (b) as soon as available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) at the time of each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) demonstrating compliance with Sections 6.08, 6.09, 6.10 and 6.11 at the end of the period to which such financial statements relate and for each applicable period then ended, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements delivered under clause (a) above (or, prior to the delivery of any such financial statements, since December 31, 2002) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; 40 (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the United States Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) at the time of each delivery of financial statements under clause (a) or (b) above, and at such other times as the Borrower may determine, a certificate of a Financial Officer identifying each Domestic Subsidiary formed or acquired after the Effective Date and not previously identified in a certificate delivered pursuant to this paragraph, stating whether each such Domestic Subsidiary is a Consent Subsidiary and describing the factors that shall have led to the identification of any such Domestic Subsidiary as a Consent Subsidiary; (f) from time to time, all information and documentation required to be delivered under Section 4.04 of the Guarantee and Collateral Agreement; (g) at the time of each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower certifying that the requirements of Section 5.08 have been satisfied in all material respects; and (h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, or the perfection of the security interests created by the Security Documents, as the Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at http://www.sec.gov; provided that the Borrower shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. SECTION 5.02. Notices of Defaults. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the occurrence of any Default, together with a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each of the Subsidiaries to, do or cause to be done all things necessary to 41 preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except to the extent that failures to keep in effect such rights, licenses, permits, privileges and franchises would not be materially likely, individually or in the aggregate for all such failures, to result in a Material Adverse Change; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.04. SECTION 5.04. Maintenance of Properties. The Borrower will, and will cause each of the Subsidiaries to, keep and maintain all its property in good working order and condition, ordinary wear and tear excepted, except to the extent any failure to do so would not, individually or in the aggregate, be materially likely to result in a Material Adverse Change (it being understood that the foregoing shall not prohibit any sale of any assets permitted by Section 6.06). SECTION 5.05. Books and Records; Inspection and Audit Rights. The Borrower will, and will cause each of the Subsidiaries to, keep books of record and account sufficient to enable the Borrower to prepare the financial statements and other information required to be delivered under Section 5.01. The Borrower will, and will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent (or by any Lender acting through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties (accompanied by a representative of the Borrower) and to discuss its affairs, finances and condition with its officers, all at such reasonable times and as often as reasonably requested. SECTION 5.06. Compliance with Laws. The Borrower will, and will cause each of the Subsidiaries to, comply with all laws, including Environmental Laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change. SECTION 5.07. Insurance. The Borrower will, and will cause each of the Subsidiaries to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customary among companies of established reputation engaged in the same or similar businesses and operating in the same or similar locations, except to the extent the failure to do so would not be materially likely to result in a Material Adverse Change. The Borrower will furnish to the Administrative Agent or any Lender, upon request, information in reasonable detail as to the insurance so maintained. SECTION 5.08. Guarantees and Collateral. (a) In the event that there shall at any time exist any Domestic Subsidiary (other than an Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and Collateral Agreement, the Borrower will promptly notify the Collateral Agent (including in such notice the information that would have been required to be set forth with respect to such Subsidiary in the Perfection Certificate if such Subsidiary had been one of the Grantors listed 42 therein) and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, deliver to the Collateral Agent a supplement to the Guarantee and Collateral Agreement, in substantially the form specified therein, duly executed and delivered on behalf of such Domestic Subsidiary, pursuant to which such Domestic Subsidiary will become a party to and a US Guarantor and, if it elects to become a US Facilities Grantor or if its consolidated assets are greater than $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), a US Facilities Grantor, in each case as defined in the Guarantee and Collateral Agreement. (b) In the event that the Borrower or any other Grantor shall at any time directly own any Equity Interests of any Subsidiary (other than (i) Equity Interests in any Subsidiary with consolidated assets not greater than $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (ii) Equity Interests in any Excluded Subsidiary or Consent Subsidiary and (iii) Equity Interests already pledged in accordance with this paragraph or Section 4.01(l)), the Borrower will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Equity Interests to be pledged under the Guarantee and Collateral Agreement and cause to be delivered to the Collateral Agent any certificates representing such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, that (A) no Grantor shall be required to pledge more than 65% of outstanding voting Equity Interests of any Foreign Subsidiary and (B) no Grantor shall be required to pledge any Equity Interests in any Foreign Subsidiary if a Financial Officer shall have delivered a certificate to the Administrative Agent certifying that the Borrower has determined, on the basis of reasonable inquiries in the jurisdiction of such Person, that such pledge would affect materially and adversely the ability of such Person to conduct its business in such jurisdiction.. (c) In the event that the Borrower or any other Grantor shall at any time directly own any Equity Interests of any Material Foreign Subsidiary (other than Equity Interests already pledged in accordance with this paragraph and Equity Interests in any Consent Subsidiary), the Borrower will promptly notify the Collateral Agent and will take all such actions as the Collateral Agent shall reasonably request and as shall be available under applicable law to cause such Equity Interests to be pledged under a Foreign Pledge Agreement and cause to be delivered to the Collateral Agent any certificates representing such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, that (A) no Grantor shall be required to pledge more than 65% of outstanding voting Equity Interests of any Foreign Subsidiary and (B) no Grantor shall be required to pledge any Equity Interests in any Person if a Financial Officer shall have delivered a certificate to the Administrative Agent certifying that the Borrower has determined, on the basis of reasonable inquiries in the jurisdiction of such Person, that such pledge would affect 43 materially and adversely the ability of such Person to conduct its business in such jurisdiction. (d) In the event that the Borrower or any other Grantor shall at any time own any Material Intellectual Property (other than Material Intellectual Property as to which the actions required by this paragraph have already been taken), the Borrower will promptly notify the Collateral Agent and will file all Uniform Commercial Code financing statements and recordations with the Patent and Trademark Office as shall be required by law or reasonably requested by the Collateral Agent to be filed or recorded to perfect the Liens intended to be created on the US Facilities Collateral (to the extent such Liens may be perfected by filings under the Uniform Commercial Code as in effect in any applicable jurisdiction or by filings with the United States Patent and Trademark Office); provided, that if the consents of Persons other than the Borrower and the Wholly Owned Subsidiaries would be required under applicable law or the terms of any agreement in order for a security interest to be created in any Material Intellectual Property under the Guarantee and Collateral Agreement, a security interest shall not be required to be created in such Material Intellectual Property prior to the obtaining of such consents. The Borrower will endeavor in good faith to obtain any consents required to permit any security interest in Material Intellectual Property to be created under the Guarantee and Collateral Agreement. (e) The Borrower will, and will cause each Subsidiary to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions, as may be reasonably requested by the Collateral Agent in order to cause the security interests purported to be created by the Security Documents or required to be created under the terms of this Agreement to constitute valid security interests, perfected in accordance with this Agreement. (f) During the period of 45 days after the Effective Date, the Borrower will endeavor in good faith to obtain any consents of third parties required in order for each Domestic Subsidiary listed on Part II of Schedule 1.01A to execute the Guarantee and Collateral Agreement as a US Guarantor and, if its consolidated assets are greater than $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), a US Facilities Grantor and perform its obligations thereunder, or in order for Equity Interests of each such Subsidiary to be pledged under the Security Documents, as the case may be, and shall advise the Collateral Agent in writing whether such consents have been obtained, and if such consents have been obtained, will cause such Domestic Subsidiary to execute the Guarantee and Collateral Agreement as provided in paragraph (a) above or cause the Equity Interests of each such Domestic Subsidiary to be pledged under the Security Documents, as provided in paragraph (b) above, as the case may be. 44 ARTICLE VI Negative Covenants Until the Commitments shall have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders that: SECTION 6.01. Indebtedness and Preferred Equity Interests. The Borrower will not, and will not permit any Consolidated Subsidiary to, create, incur, assume or permit to exist any Indebtedness, or issue any preferred stock or other preferred Equity Interests, except: (a) Indebtedness under this Agreement (and related Indebtedness under the Security Documents); (b) Indebtedness under the other New Facilities Credit Agreements (and related Indebtedness under the Security Documents) in an amount for each New Facilities Credit Agreement not greater than the aggregate amount of the outstanding loans and unfunded commitments of the lenders thereunder on the Effective Date, and additional Indebtedness that may be incurred under the ABL Facilities that does not result in the aggregate principal amount of Indebtedness under the ABL Facilities exceeding $1,600,000,000; (c) other Indebtedness existing (or incurred pursuant to commitments to lend existing) on March 31, 2003, substantially all of which is set forth or described in Schedule 6.01 (as such Schedule 6.01 shall be modified in connection with the delivery of financial statements in respect of the fiscal period ended on March 31, 2003); (d) Indebtedness owed to the Borrower or any Subsidiary and permitted under Section 6.05(b); (e) Guarantees expressly permitted under Section 6.05; (f) Indebtedness of Foreign Subsidiaries (other than the European JV and its subsidiaries and Luxembourg Finance (it being understood that Indebtedness of Goodyear S.A., organized under the laws of Luxembourg, existing on the date hereof shall be counted against the limitation set forth in this Section 6.01(f) from and after the date on which it becomes secured)) in an aggregate principal amount (excluding Indebtedness existing or incurred under the other clauses of this Section 6.01 and under Section 6.05(b)) not greater than $200,000,000 outstanding at any time; 45 (g) Securitization Transactions (other than those permitted by Sections 6.01(j) and (l)) in an aggregate amount not greater than $275,000,000 outstanding at any time; (h) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement; (i) Attributable Debt of the Borrower or any Subsidiary incurred pursuant to Sale and Leaseback Transactions permitted by Section 6.03; (j) Indebtedness of any Person that becomes a Subsidiary after the date hereof as a result of a transaction expressly permitted under Section 6.05(e); provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (k) obligations of the Borrower and the Subsidiaries existing on the date hereof (other than Guarantees, Securitization Transactions and Sale and Leasebacks) that would not constitute Indebtedness that would appear as liabilities on a consolidated balance sheet of the Borrower under GAAP as in effect on the date hereof and that, as a result of changes in GAAP after the date hereof, shall be required to be reflected on such a balance sheet as liabilities; (l) Indebtedness of any Subsidiary that is not a Consolidated Subsidiary under GAAP as in effect on the date hereof (and in the event that any such Subsidiary shall become a Consolidated Subsidiary, Indebtedness of such Subsidiary existing at the time it becomes a Consolidated Subsidiary); (m) any extension, renewal, refinancing or replacement of any Indebtedness referred to in any of clauses (a) through (l) above that does not increase the outstanding principal amount thereof (except to the extent necessary to pay the fees, expenses, underwriting discounts and prepayment premiums in connection therewith) or change the parties directly or indirectly responsible for the payment of such Indebtedness; provided that (i) any such refinancing or replacement Indebtedness shall not shorten the maturity of the Indebtedness refinanced or replaced or add a requirement not previously applicable to the Indebtedness refinanced or replaced that such Indebtedness be prepaid, redeemed, repurchased or defeased on one or more scheduled dates or upon the happening of one or more events (other than events of default or change of control events) before the maturity of the Indebtedness refinanced or replaced and (ii) any such refinancing or replacement of Indebtedness under any revolving credit or similar 46 facility shall be accompanied by the termination of the portion of the commitments under such facility under which such refinanced or replaced Indebtedness shall have been outstanding; (n) Indebtedness arising from the honoring of a check, draft or similar instrument presented by the Borrower or a Subsidiary against insufficient funds; (o) Indebtedness pursuant to any Swap Agreement entered into to hedge against risks to which the businesses of the Borrower and the Subsidiaries are exposed, and not for speculative purposes; (p) unsecured surety and performance bonds entered into in the ordinary course of business and not securing Indebtedness; (q) other unsecured Indebtedness for borrowed money of the Borrower, or preferred Equity Interests of the Borrower ("Permitted Preferred Stock"), or any combination thereof, not maturing or required to be prepaid, redeemed, repurchased or defeased prior to the Maturity Date, whether on one or more scheduled dates or upon the happening of one or more events (other than events of default (or similar events relating to Equity Interests) or change of control events), and any Guarantee of such Indebtedness provided by any Subsidiary that is a US Guarantor under the Guarantee and Collateral Agreement that is subordinated to the Obligations on terms in no material respect less favorable to the Lenders than market terms prevailing at the time such Guarantee is issued; provided that the aggregate principal or stated amount of such Indebtedness (or of the Indebtedness it Guarantees) or preferred Equity Interests created or assumed pursuant to this clause (q) and outstanding at any time, without duplication, shall not exceed $1,000,000,000; provided further, that for purposes of this paragraph, any trust preferred stock or similar preferred Equity Interest issued by a special purpose entity substantially all the assets of which consist of Indebtedness or preferred Equity Interests of the Borrower will be deemed to be a preferred Equity Interest of the Borrower; (r) a Securitization Transaction in an aggregate amount not greater than $15,000,000 outstanding at any time involving accounts receivable, rights to future lease payments or residuals or other financial assets, and related property of Goodyear Australia Pty Limited; and (s) other Indebtedness in an aggregate amount at any time outstanding not to exceed $25,000,000. SECTION 6.02. Liens. The Borrower will not, and will not permit any Consolidated Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof (other than sales of delinquent receivables and sales of receivables in the ordinary course of business 47 (other than Securitization Transactions and factoring transactions) for the purpose of accelerating collection of such receivables), except: (a) Liens created under the New Facility Documents; (b) Permitted Encumbrances; (c) any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien secures Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (iii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary, and (iv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (e) Liens on assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary; (f) Liens on assets of Foreign Subsidiaries (other than the European JV and its subsidiaries and Luxembourg Finance) securing Indebtedness incurred under Section 6.01(f); (g) Liens in connection with Securitization Transactions permitted under Section 6.01(g) and (r); (h) Liens in connection with Sale and Leaseback Transactions permitted by Section 6.03; 48 (i) Liens on specific items of inventory or other goods (and proceeds thereof) securing obligations in respect of bankers' acceptances issued for the account of the Borrower or a Subsidiary to facilitate the purchase, shipment or storage of such items of inventory or other goods; (j) Liens on specific items of inventory or other goods and related documentation (and proceeds thereof) securing reimbursement obligations in respect of trade letters of credit issued to ensure payment of the purchase price for such items of inventory or other goods; (k) any interest of a lessor in property subject to an operating lease; (l) Liens referred to in policies of title insurance with respect to Mortgaged Property delivered to the Administrative Agent prior to the Effective Date; and (m) other Liens on assets not constituting Collateral; provided that the aggregate amount of the Indebtedness and other obligations secured by such Liens shall at no time exceed $25,000,000. SECTION 6.03. Sale and Leaseback Transactions. The Borrower will not, and will not permit any of the Consolidated Subsidiaries to, enter into or be party to any Sale and Leaseback Transaction other than (a) Sale and Leaseback Transactions existing on the date hereof and any replacement Sale and Leaseback Transactions that do not involve assets other than those subject to the Sale and Leaseback Transactions they replace and do not increase the Attributable Debt related thereto and (b) other Sale and Leaseback Transactions the aggregate outstanding Attributable Debt in respect of which does not exceed $100,000,000. SECTION 6.04. Fundamental Changes. The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all the assets of the Borrower and its Consolidated Subsidiaries, taken as a whole, or, in the case of the Borrower, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; except that no Domestic Subsidiary may merge into a Foreign Subsidiary, (iii) any sale of a Subsidiary made in accordance with Section 6.06 may be effected by a merger of such Subsidiary and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary; provided that any Investment that takes the form of a merger or consolidation (other than any merger or consolidation involving the Borrower) that is expressly permitted by Section 6.05 shall be permitted under this Section 6.04. 49 SECTION 6.05. Investments, Loans, Advances and Guarantees. The Borrower will not, and will not permit any of the Consolidated Subsidiaries to, purchase or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or securities (including any option, warrant or other right to acquire any of the foregoing) of, make any loans or advances to, make any Guarantee of any obligations of, or make any investment in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (each of the foregoing, an "Investment" in such Person), except: (a) Permitted Investments; (b) Investments by the Borrower and the Subsidiaries in Subsidiaries or the Borrower; provided that no Investment shall made by any Credit Party in a Subsidiary that is not a Credit Party pursuant to this clause (b) except (i) Investments (A) to fund working capital needs of such Subsidiary, (B) to replace amounts available under credit facilities or other financings of such Subsidiary existing on the date hereof that shall have matured or shall have been terminated or reduced, (C) to cover losses from operations of such Subsidiary and (D) to provide funds for Capital Expenditures or acquisitions permitted to be made by such Subsidiary; provided further, that Equity Interests in the European JV or any subsidiary thereof may not be transferred to any Subsidiary that is not the European JV or any subsidiary thereof; (c) any Investment by a Credit Party in a Consolidated Subsidiary that is not a Credit Party in the form of a transfer of assets used in or directly relating to any manufacturing process (but excluding any cash or financial asset) from a jurisdiction having higher manufacturing costs to a jurisdiction having lower manufacturing costs, provided that the aggregate book value of all assets subject to all such transfers from and after the Effective Date shall not exceed $250,000,000; and any Investment by Goodyear Dunlop Tires NA in a Consolidated Subsidiary; (d) Guarantees expressly permitted under Section 6.01; (e) on or after June 30, 2003, the acquisition of any Equity Interest; provided that the aggregate consideration paid by the Borrower and the Subsidiaries in all such acquisitions (including Indebtedness assumed by the Borrower or any Subsidiary) shall not exceed $100,000,000 plus the aggregate Net Cash Proceeds from Prepayment Events after the date hereof that (i) shall not have been required to be applied to prepay loans under any of the New Facilities Credit Agreements and (ii) shall not have been used to make Capital Expenditures that would otherwise have been prohibited by Section 6.08; (f) Guarantees not permitted by any other clause of this Section 6.05 incurred in the ordinary course of business and consistent with past practices in an 50 aggregate amount for all such Guarantees at any time outstanding not exceeding $50,000,000; (g) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (h) Investments for consideration consisting solely of common stock of the Borrower; (i) Equity Interests and debt obligations obtained by the Borrower or any Subsidiary as consideration for any asset sale permitted under Section 6.06; (j) Investments in Persons in which the Borrower or any Subsidiary has an Equity Interest on the date hereof, including Wingfoot Commercial Tire Systems LLC, SAVA Tires Joint Venture Holding d.o.o. and South Pacific Tyres that are (i) required to be made as a result of the exercise by other holders of Equity Interests in such joint ventures of put options or (ii) required to avoid dilution of the Borrower's or such Subsidiary's percentage ownership interest therein and in an aggregate amount not greater than $200,000,000 during the term of this Agreement; (k) Investments that are included in Capital Expenditures for the respective periods during which such Investments are made and that are permitted under Section 6.08; (l) the purchase of Equity Interests in Sava Joint Venture Holding d.o.o.; (m) loans and advances to officers and employees of the Borrower and its Subsidiaries in the ordinary course of business; (n) Investments in prepaid expenses in the ordinary course of business or in respect of required pension fund contributions; (o) negotiable instruments held for collection and lease, utility, workers' compensation, performance and other similar deposits in the ordinary course of business; (p) Investments in any Subsidiary that engages in no activities other than those related to a Securitization Transaction in order to capitalize such Subsidiary at a level customary for a securitization vehicle in such a transaction; (q) Investments constituting loans or advances by the European J.V. or any J.V. Subsidiary (as defined in the European Facilities Agreement) to the Borrower or any of its Subsidiaries (other than the European J.V., its Subsidiaries and Luxembourg Finance) as part of cash management consistent with past practices in an aggregate amount for all such Investments at any time outstanding 51 not exceeding $75,000,000, other Investments the proceeds of which are used (i) to repay Loans or (ii) if there are no outstanding Loans, to reduce commitments under the US Revolving Facility in an amount equal to the amount of such Investments; (r) Investments of the proceeds of any Securitization Transaction under Section 6.01(r) in South Pacific Tyres; and (s) Investments not permitted by any other clause of this Section in an aggregate amount at any time outstanding not greater than $25,000,000. SECTION 6.06. Asset Dispositions. The Borrower will not, and will not permit any of the Consolidated Subsidiaries to, sell, transfer, lease or otherwise dispose of (each a "Sale") any asset, including any Equity Interest, owned by it, nor will the Borrower permit any of the Subsidiaries to issue any additional Equity Interest in such Subsidiary, except: (a) Sales in the ordinary course of business of inventory and worn out or surplus equipment and Permitted Investments, and Sales in the ordinary course of business and consistent with past practices of assets other than property, plant, Investments in Subsidiaries and Intellectual Property; provided that licensing of Intellectual Property in the ordinary course of business and consistent with past practices shall be permitted; (b) Sales to the Borrower or a Subsidiary; provided that any such sale, transfer or disposition by a Credit Party to a Subsidiary that is not a Credit Party shall be made in compliance with Section 6.05; (c) the Sale of Equity Interests in Sava Joint Venture Holding d.o.o. to the European JV or any Subsidiary thereof (and any sale of such Equity Interests to the Borrower in connection therewith); (d) Sales of accounts receivable or interests therein in Securitization Transactions permitted under Sections 6.01(g) and (r); (e) Sales of assets in Sale and Leaseback Transactions permitted under Section 6.03; (f) Sales of any Equity Interests in any Person that is not a Subsidiary; (g) Sales to Persons other than the Borrower or any Subsidiary of assets listed on Schedule 6.06; provided that (i) at least 50% of the consideration received in each such Sale of the assets listed on Part I of Schedule 6.06 shall consist of cash and (ii) at least 75% of the consideration received in each other such Sale listed on Part II of Schedule 6.06 shall consist of cash; 52 (h) Sales to the extent the aggregate value of the consideration received in any such Sale or series of related Sales does not exceed $10,000,000; (i) Investments expressly permitted by Section 6.05; and (j) Sales (other than Sales of accounts receivable or inventory) that are not permitted by any other clause of this Section 6.06; provided that (i) the aggregate consideration received in respect of all such Sales in reliance upon this clause (j) shall not exceed $250,000,000 in the aggregate, (ii) all Sales permitted pursuant to this clause (j) shall be made for fair value, as reasonably determined by the Borrower, and (iii) at least 75% of the consideration received in each such Sale shall consist of cash. SECTION 6.07. Restricted Payments. (a) The Borrower will not, and will not permit any of the Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (i) the Borrower may declare and pay dividends payable solely in additional shares of its common stock, (ii) so long as no Event of Default shall exist, the Borrower may declare and pay cash dividends and other regularly scheduled distributions on shares of its Permitted Preferred Stock, (iii) Subsidiaries may make Restricted Payments ratably with respect to any class of their respective Equity Interests, (iv) the Borrower may make Restricted Payments pursuant to and in accordance with stock option or rights plans or other benefit plans for management, employees, directors or consultants of the Borrower or any Subsidiary and (v) the Borrower and its Subsidiaries may make Investments expressly permitted under Section 6.05(j). (b) The Borrower will not, nor will it permit any of the Subsidiaries to, make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property), except payments or distributions made in common stock of the Borrower, to any Person other than the Borrower or a Subsidiary in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancelation or termination of any Indebtedness of the Borrower or any Subsidiary, except: (i) payments and prepayments under this Agreement (ratably in accordance with the Commitments of the Lenders) and the other New Facilities Credit Agreements; (ii) regularly scheduled and other mandatory interest and principal payments (including pursuant to sinking fund requirements) as and when due in respect of any Indebtedness; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01(m), including the payment of customary fees, costs and expenses in 53 connection therewith, and including additional cash payments in an aggregate amount for all such refinancings not to exceed, in the case of any refinancing, 5% of the principal amount being refinanced; and (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness. SECTION 6.08. Capital Expenditures. The Borrower and the Subsidiaries will not make Capital Expenditures in any period set forth below in an amount greater than (a) the sum of (i) the amount set forth below for such period and each prior period plus (ii) that portion of the aggregate Net Cash Proceeds from Prepayment Events after the date hereof that shall not have been required to be applied to prepay loans under any of the New Facilities Credit Agreements (and shall not have been used to make Investments under Section 6.05(e) in excess of the $100,000,000 million limitation set forth therein) minus (b) the aggregate amount of Capital Expenditures made during any prior period set forth below:

Period Capital Expenditure Amount ------ -------------------------- 1/1/03 through 12/31/03 $ 360,000,000 1/1/04 through 12/31/04 $ 500,000,000 1/1/05 through Maturity Date $ 200,000,000

SECTION 6.09. Interest Expense Coverage Ratio. The Borrower will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense for any period of four consecutive fiscal quarters to be less than 2.25 to 1.00. SECTION 6.10. Consolidated Net Worth. The Borrower will not permit Consolidated Net Worth at the end of any fiscal quarter to be less than the amount set forth below for such date.

Fiscal Quarter Ending Minimum Amount - --------------------- -------------- March 31, 2003 2,800,000,000 June 30, 2003 2,800,000,000 September 30, 2003 2,800,000,000 December 31, 2003 2,800,000,000 March 31, 2004 2,500,000,000 June 30, 2004 2,500,000,000 September 30, 2004 2,500,000,000

54 December 31, 2004 2,500,000,000 March 31, 2005 2,000,000,000 SECTION 6.11. Senior Secured Indebtedness Ratio. The Borrower will not at any date permit the ratio of (a) Consolidated Senior Secured Indebtedness at such date to (b) Consolidated EBITDA for the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.01(a) or (b), to be greater than 4.00 to 1.00. ARTICLE VII Events of Default If any of the following events ("Events of Default") shall occur: (a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Credit Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of (i) in the case of fees and interest payable under Sections 2.08 and 2.09, respectively, five Business Days, and (ii) in the case of any other fees, interest or other amounts (other than those referred to in paragraph (a) above), five Business Days after the earlier of (A) the day on which a Financial Officer first obtains knowledge of such failure and (B) the day on which written notice of such failure shall have been given to the Borrower by the Administrative Agent or any Lender; (c) any representation or warranty made or deemed made by or on behalf of any Credit Party in any Credit Document or any amendment or modification thereof or waiver thereunder shall prove to have been incorrect when made or deemed made in any respect material to the rights or interests of the Lenders under the Credit Documents; (d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to the Borrower's existence) or 5.08 or in Article VI; (e) any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in any Credit Document (other than those specified in clauses (a), (b) and (d) of this Article), and such failure shall continue 55 unremedied for a period of 30 days after written notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender); provided, that the failure of any Credit Party to perform any covenant, condition or agreement made in any Credit Document (other than this Agreement) shall not constitute an Event of Default unless such failure shall be (i) wilful or (ii) material to the rights or interests of the Lenders under the Credit Documents; (f) the Borrower or any Consolidated Subsidiary shall fail to make any payment of principal in respect of any Material Indebtedness at the scheduled due date thereof and such failure shall continue beyond any applicable grace period, or any event or condition occurs that results in any Material Indebtedness (other than any Securitization Transaction existing on the date hereof) becoming due or being required to be prepaid, repurchased, redeemed, defeased or terminated prior to its scheduled maturity; provided that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness in accordance with the terms and conditions of this Agreement or (ii) Material Indebtedness of any Foreign Subsidiary if the Borrower is unable, due to applicable law restricting Investments in such Foreign Subsidiary, to make an Investment in such Foreign Subsidiary to fund the payment of such Material Indebtedness; (g) any event or condition occurs that continues beyond any applicable grace period and enables or permits the holder or holders of any Material Indebtedness (other than (i) any Securitization Transaction existing on the date hereof and (ii) any Material Indebtedness of any Foreign Subsidiary in an aggregate principal amount that is less than $50,000,000) or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption, defeasance or termination thereof, prior to its scheduled maturity; provided that (i) no Event of Default shall occur under this paragraph (g) as a result of any event or condition relating to the ABL Credit Agreement or any Securitization Transaction, other than any default in the payment of principal or interest thereunder that does not result from a change in borrowing base eligibility criteria or reserves made by the administrative agent thereunder as to which there is good faith disagreement and (ii) this clause (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness in accordance with the terms and conditions of this Agreement or (ii) Material Indebtedness of any Foreign Subsidiary if the Borrower is unable, due to applicable law restricting Investments in such Foreign Subsidiary, to make an Investment in such Foreign Subsidiary to fund the payment of such Material Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in 56 respect of the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, (iv) make a general assignment for the benefit of creditors or (v) take any action for the purpose of effecting any of the foregoing; (j) the Borrower or any Material Subsidiary shall admit in writing its inability or fail generally to pay its debts as they become due; (k) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would be materially likely to result in a Material Adverse Change; (l) Liens created under the Security Documents shall not be valid and perfected Liens on a material portion of the Collateral; (m) any Guarantee of the Obligations under the Guarantee and Collateral Agreement shall fail to be a valid, binding and enforceable Guarantee of one or more Subsidiary Guarantors where such failure would constitute or be materially likely to result in a Material Adverse Change; or (n) a Change in Control shall occur; then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Majority Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of 57 which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. ARTICLE VIII The Agents Each of the Lenders hereby irrevocably appoints the Agents as its agents and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to the Agents by the terms hereof and of the other Credit Documents, together with such actions and powers as are reasonably incidental thereto. The bank or banks serving as the Agents hereunder shall have the same rights and powers in their capacity as Lenders as any other Lender and may exercise the same as though they were not Agents, and such bank or banks and their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if they were not Agents hereunder. The Agents shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing (a) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agents are required to exercise in writing by the Majority Lenders, and (c) except as expressly set forth herein, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information communicated to the Agents by or relating to the Borrower or any Subsidiary. The Agents shall not be liable for any action taken or not taken by them with the consent or at the request of the Majority Lenders or the Lenders, as the case may be, or in the absence of their own gross negligence or wilful misconduct. In addition, the Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Agents by the Borrower or a Lender, and the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agents. 58 The Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by them to be genuine and to have been signed or sent by the proper Person. The Agents also may rely upon any statement made to them orally or by telephone and believed by them to be made by the proper Person, and shall not incur any liability for relying thereon. The Agents may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by them with reasonable care, and shall not be liable for any action taken or not taken by them in accordance with the advice of any such counsel, accountants or experts. The Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the Agents. The Agents and any such sub-agent may perform any and all their duties and exercise their rights and powers through their respective Affiliates. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Affiliates of the Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor with the Borrower's written consent (which shall not be unreasonably withheld or delayed and shall not be required from the Borrower if an Event of Default has occurred and is continuing). If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, with the Borrower's written consent (which shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing), appoint a successor Agent which shall be a bank or an Affiliate thereof, in each case with a net worth of at least $1,000,000,000 and an office in New York, New York. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent's resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Each Lender acknowledges that it has, independently and without reliance upon the Agents 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 Agents 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. 59 Notwithstanding any other provision contained herein, each Lender acknowledges that the Administrative Agent is not acting as an agent of the Borrower and that the Borrower will not be responsible for acts or failures to act on the part of the Administrative Agent. ARTICLE IX Miscellaneous SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or e-mail, as follows: (i) if to the Borrower, to it at 1144 East Market Street, Akron, Ohio, 44316-0001, Attention of the Treasurer (Telecopy No. (330) 796-6502 or (330) 796-8836); (ii) if to the Administrative 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); and (iii) if to a Lender, to it at its address (or telecopy number or e-mail address) set forth in Schedule 2.01 or its Administrative Questionnaire. (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address, telecopy number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. SECTION 9.02. Waivers; Amendments. (a) No failure or delay by any of the Agents or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any 60 other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by 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. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default at the time. (b) No Credit Document or any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto and the Administrative Agent or Collateral Agent, as the case may be, with the consent of the Majority Lenders; provided that no such agreement shall (i) increase or extend the expiration date of the Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive all or part of the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fee payable hereunder without the prior written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or date for the payment of any interest on any Loan, or reduce the amount of, waive or excuse any such payment, without the prior written consent of each Lender adversely affected thereby, (iv) release all or substantially all the Subsidiary Guarantors from their Guarantees under the Guarantee and Collateral Agreement, or release all or substantially all the Collateral from the Liens of the Security Documents, without the written consent of each Lender, (v) change any provision of the Guarantee and Collateral Agreement or any other Security Document to alter the amount or allocation of any payment to be made to the Secured Parties without the consent of each adversely affected Lender, (vi) change Section 2.14 in a manner that would alter the pro rata sharing of any payment without the written consent of each Lender adversely affected thereby, or (vii) change any of the provisions of this Section or the definition of "Majority Lenders" or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided, further that no agreement shall amend, modify or otherwise affect the rights or duties of the Collateral Agent under any Credit Document without the prior written consent of such Agent. SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents, the Arrangers and their Affiliates (including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Agents and the Arrangers, and Allen & Overy and other local and foreign counsel for the Agents and Arrangers, limited to one per jurisdiction, in connection with the Security Documents and the creation and perfection of the Liens created thereby and other local and foreign law matters) in connection with the arrangement and syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement and the 61 other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Agents or any Lender, including the fees, charges and disbursements of any counsel for the Agents or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans. The Borrower also shall pay all out-of-pocket expenses incurred by the Collateral Agent in connection with the creation and perfection of the security interests contemplated by this Agreement, including all filing, recording and similar fees and, as more specifically set forth above, the reasonable fees and disbursements of counsel (including foreign counsel in connection with Foreign Pledge Agreements). (b) The Borrower shall indemnify each Agent, the Arrangers, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by or asserted against any Indemnitee and arising out of (i) the execution or delivery of this Agreement or any other Credit Document or other agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations or the exercise by the parties hereto of their rights hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses shall have resulted from the gross negligence or wilful misconduct of such Indemnitee or the breach by such Indemnitee of obligations set forth herein or in any other Credit Document. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent or Arranger under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or Arranger in its capacity as such. SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, the 62 Indemnitees and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, Indemnitees, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Arrangers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (including any CLO or other Approved Fund) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender (other than an Approved Fund or CLO), a Federal Reserve Bank or, if an Event of Default has occurred and is continuing, any other assignee; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender, an Affiliate of a Lender, a Federal Reserve Bank or an Approved Fund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 or, if smaller, the entire remaining amount of the assigning Lender's Commitment unless each of the Borrower and the Administrative Agent shall otherwise consent, provided (i) that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (ii) in the event of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, all such concurrent assignments shall be aggregated in determining compliance with this subsection; 63 (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that in the event of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, only one such fee shall be payable; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11, 2.12, 2.13 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. Each assignment hereunder shall be deemed to be an assignment of the related rights under the Guarantee and Collateral Agreement. (iv) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed 64 Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (vi) By executing and delivering an Assignment and Assumption, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Commitment and the outstanding balances of its Loans, in each case without giving effect to assignments thereof that have not become effective, are as set forth in such Assignment and Assumption; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the foregoing, or the financial condition of the Credit Parties or the performance or observance by the Credit Parties of any of their obligations under this Agreement or under any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; (iii) each of the assignee and the assignor represents and warrants that it is legally authorized to enter into such Assignment and Assumption; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of any amendments or consents entered into prior to the date of such Assignment and Assumption and copies of the most recent financial statements delivered pursuant to Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Agents to take such action as agents on its behalf and to exercise such powers under this Agreement and the other Credit Documents as are delegated to them by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations that by the terms of this Agreement are required to be performed by it as a Lender. (c) (i) Any Lender may, without the consent of the Borrower, or the Administrative Agent, sell participations to one or more banks or other entities (each a 65 "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that affects such Participant and that, under Section 9.02, would require the consent of each affected Lender. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.11, 2.12 and 2.13 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.14(d) as though it were a Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.11 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent, which consent shall specifically refer to this exception. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.13 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.13(e) as though it were a Lender. (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at 66 the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.11, 2.12, 2.13 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination and the Commitments or the termination of this Agreement or any provision hereof. SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective as provided in Section 4.01. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. No failure to obtain any approval required for the effectiveness of any provision of this Agreement shall affect the validity or enforceability of any other provision of this Agreement. SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing and the Loans shall have become due and payable pursuant to Article VII, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York. 67 (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. (c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 68 SECTION 9.12. Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors who have been informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including the NAIC), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) to the extent necessary or advisable in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the written consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, "Information" means all information received from the Borrower or Persons acting on its behalf relating to the Borrower or its business, other than any such information that is available to any Agent or any Lender prior to disclosure by the Borrower on a nonconfidential basis from a source other than the Borrower that is not known by the recipient to be bound by a confidentiality agreement or other obligation of confidentiality with respect to such information. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, but no party shall disclose any information relating to such tax treatment or tax structure to the extent nondisclosure is necessary in order to comply with applicable securities laws. SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest 69 thereon at the Alternate Base Rate to the date of repayment, shall have been received by such Lender. SECTION 9.14. Security Documents. Each Lender hereby authorizes and directs the Collateral Agent to execute and deliver the Guarantee and Collateral Agreement and each other Security Document. Each Lender, by executing and delivering this Agreement, acknowledges receipt of a copy of the Guarantee and Collateral Agreement and approves and agrees to be bound by and to act in accordance with the terms and conditions of the Guarantee and Collateral Agreement and each other Security Document, specifically including (i) the provisions of Article VI of the Guarantee and Collateral Agreement (governing the exercise of remedies under the Security Documents and the distribution of the proceeds realized from such exercise), (ii) the provisions of Article VIII of the Guarantee and Collateral Agreement (governing the manner in which Acts of the Secured Parties are to be evidenced and the manner in which the amounts of the Obligations and the other Obligations (as defined in the Guarantee and Collateral Agreement) are to be determined at any time), (iii) the provisions of Articles IX and X of the Guarantee and Collateral Agreement (relating to the duties and responsibilities of the Collateral Agent and providing for the indemnification and the reimbursement of expenses of the Collateral Agent by the Lenders), (iv) the provisions of Article XI of the Guarantee and Collateral Agreement (providing for the subordination of certain Junior Liens (as defined therein) in favor of the Secured Parties to the Applicable Senior Liens (as defined therein)) and (v) the provisions of Section 13.13 of the Guarantee and Collateral Agreement (providing for releases of Guarantees of and Collateral securing the Obligations). Each party hereto further agrees that the provisions of the foregoing provisions of the Guarantee and Collateral Agreement shall apply to each other Security Document. 70 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY, by /s/ Stephanie W. Bergeron ------------------------------- Name: Title: JPMORGAN CHASE BANK, individually and as Administrative Agent and Collateral Agent, by /s/ B. Joseph Lillis ------------------------------- Name: Title: SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: ABN AMRO Bank N.V. by /s/ Neil J. Bivona ------------------------------- Name: NEIL. J. BIVONA Title: SENIOR VICE PRESIDENT /s/ David W. Stack ------------------------------- DAVID W. STACK GROUP VICE PRESIDENT SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Bank of America by /s/ Thomas Biaggi ------------------------------- Name: Thomas Biaggi Title: Managing Director SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: The Bank of East Asia, Limited, New York Branch by /s/ Jay F. Chen ------------------------------- Name: Jay F. Chen Title: Head of Credit by /s/ Peng Wah Tang ------------------------------- Name: Peng Wah Tang Title: General Manager SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: THE BANK OF NEW YORK by /s/ John M. Lokay, Jr. ------------------------------- Name: JOHN M. LOKAY, JR. Title: VICE PRESIDENT SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Bank One, NA by /s/ Gaye C. Plunkett ------------------------------- Name: Gaye C. Plunkett Title: First Vice President SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: BANK OF TOKYO-MITSUBISHI TRUST COMPANY by /s/ Spencer Hughes ------------------------------- Name: Spencer Hughes Title: Vice President SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Banca Intesa S.p.A., New York Branch by /s/ Frank Maffei ------------------------------- Name: Frank Maffei Title: Vice President by /s/ Massimo Fiore ------------------------------- Name: Massimo Fiore Title: Assistant Vice President SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative 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/ Leonardo Valentini ------------------------------- Name: Leonardo Valentini Title: First Vice President SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: BARCLAYS BANK PLC by /s/ Nicholas Bell ------------------------------- Name: Nicholas Bell Title: Director SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent BNP PARIBAS By /s/ Frederick H. Moryl, Jr. ----------------------------- Name: Frederick H. Moryl, Jr. Title: Managing Director By /s/ Peter Labrie ----------------------------- Name: Peter Labrie Title: Central Region Manager SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: CIBC Inc. by /s/ Charles D. Mulkeen ------------------------------- Name: Charles D. Mulkeen Title: Executive Director SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Citibank, N.A. by /s/ Jonathan D. Calder ------------------------------- Name: Jonathan D. Calder Title: Vice President SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Citicorp USA, Inc by /s/ Brian Ike ------------------------------- Name: Brian Ike Title: Director SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent COMMERZEBANK AKTIENGESELLSCHAFT Name of Institution: NEW YORK AND GRAND CAYMAN BRANCHES by /s/ Graham A. Warning /s/ John Marlatt --------------------------------------------------- Name: Graham A. Warning Name: John Marlatt Title: Assistant Treasurer Title: Senior Vice President SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Credit Lyonnais New York Branch by /s/ Guido Van Hauwermeiren ------------------------------- Name: Guido Van Hauwermeiren Title: Senior Vice President SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Credit Suisse First Boston, Cayman Islands Branch by /s/ Mark E. Gleason ------------------------------- Name: Mark E. Gleason Title: Director by /s/ Cassandra Droogan ------------------------------- Name: Cassandra Droogan Title: Associate SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent DEUTSCHE BANK AG, NEW YORK BRANCH by /s/ Michael Dietz ------------------------------- Name: Michael Dietz Title: Director by /s/ Hans-Josef Thiele ------------------------------- Name: Hans-Josef Thiele Title: Director SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent DRESDNER BANK AG NEW YORK Name of Institution: AND GRAND CAYMAN BRANCHES by /s/ James M. Gallagher ------------------------------- Name: JAMES M. GALLAGHER Title: DIRECTOR by /s/ Sanjeev Malhotra ------------------------------- Name: Sanjeev Malhotra Title: Associate SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Fifth Third Bank by /s/ Martin H. McGinty ------------------------------- Name: Martin H. McGinty Title: Vice President SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: IKB Capital Corporation by /s/ Wolfgang Boeker ------------------------------- Name: Wolfgang Boeker Title: Senior Vice President SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: JPMORGAN CHASE BANK by /s/ B. Joseph Lillis ------------------------------- Name: B. Joseph Lillis Title: Managing Director SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: KBC BANK N.V. by /s/ Rik Scheerlinck /s/ William Cavanaugh ----------------------------------------------------- Name: Rik Scheerlinck Name: William Cavanaugh Title: Sr. Vice President & Title: Vice President General Manager SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: KeyBank National Association by /s/ W. Robert Perkins ------------------------------- Name: W. Robert Perkins Title: Vice President SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Mizuho Corp. Bank, Ltd., NY Branch by /s/ Robert P. Gallagher, Jr. ------------------------------- Name: Robert P. Gallagher, Jr. Title: VP & Team Leader SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Natexis Banques Populaires by /s/ Nicolas Regent ------------------------------- Name: Nicolas Regent Title: Vice President Multinational Group by /s/ Pieter J. von Tulder ------------------------------- Name: Pieter J. von Tulder Title: Vice President & Manager Multinational Group SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: National City Bank by /s/ Robert S. Coleman ------------------------------- Name: Robert S. Coleman Title: Senior Vice President SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: The Northern Trust Company by /s/ Craig Smith ------------------------------- Name: Craig Smith Title: Vice President SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: Royal Bank of Canada by /s/ Scott Umbs ------------------------------- Name: Scott Umbs Title: Manager SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: SOCIETE GENERALE by /s/ Anne-Marie Dumortier ------------------------------- Name: Anne-Marie Dumortier Title: Vice President SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: SUMITOMO MITSUI BANKING CORPORATION by /s/ Leo E. Pagarigan ------------------------------- Name: Leo E. Pagarigan Title: Senior Vice President SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: STANDARD CHARTERED BANK by /s/ Neil McCauley ------------------------------- Name: Neil McCauley Title: Executive Vice President by /s/ Marc Chait ------------------------------- Name: Marc Chait Title: Senior Vice President SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: TAIPEIBANK, NEW YORK AGENCY by /s/ Sophia Jing ------------------------------- Name: Sophia Jing Title: Vice President & General Manager SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: WACHOVIA BANK, NATIONAL ASSOCIATION by /s/ Tom Bohrer ------------------------------- Name: Tom Bohrer Title: Director SIGNATURE PAGE TO THE TERM LOAN AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, as Administrative Agent Name of Institution: BAYERISCHE HYPO-UND VEREINSBANK, AG NEW YORK BRANCH by /s/ Ken Hamilton /s/ Richard Cordover ------------------------------------------------------ Name: Ken Hamilton Name: Richard Cordover Title: Director Title: Director EX-4.3 5 l00387aexv4w3.txt EX-4.3 TERM LOAN & REVOLVING CREDIT AGRMT: 3-31-03 EXHIBIT 4.3 EXECUTION COPY ================================================================================ TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as of March 31, 2003 among THE GOODYEAR TIRE & RUBBER COMPANY GOODYEAR DUNLOP TIRES EUROPE B.V. GOODYEAR DUNLOP TIRES GERMANY GMBH GOODYEAR GMBH & CO KG DUNLOP GMBH & CO KG GOODYEAR LUXEMBOURG TIRES SA The Lenders Party Hereto, JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent DEUTSCHE BANK AG, as Syndication Agent J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Sole Lead Arranger ================================================================================ [CS&M #6701-315] TABLE OF CONTENTS

Page ---- ARTICLE I Definitions SECTION 1.01. Defined Terms................................................................ 1 SECTION 1.02. Classification of Loans and Borrowings....................................... 22 SECTION 1.03. Terms Generally.............................................................. 22 SECTION 1.04. Accounting Terms; GAAP....................................................... 22 SECTION 1.05. Foreign Currency Translation................................................. 23 ARTICLE II The Credits SECTION 2.01. Commitments.................................................................. 23 SECTION 2.02. Loans and Borrowings......................................................... 23 SECTION 2.03. Requests for Borrowings...................................................... 24 SECTION 2.04. Funding of Borrowings........................................................ 24 SECTION 2.05. Interest Elections........................................................... 25 SECTION 2.06. Termination of Commitments; Reductions of Commitments........................ 26 SECTION 2.07. Repayment of Loans; Evidence of Debt......................................... 27 SECTION 2.08. Prepayment of Loans.......................................................... 27 SECTION 2.09. Fees......................................................................... 28 SECTION 2.10. Interest..................................................................... 29 SECTION 2.11. Alternate Rate of Interest................................................... 29 SECTION 2.12. Increased Costs.............................................................. 30 SECTION 2.13. Break Funding Payments....................................................... 30 SECTION 2.14. Taxes........................................................................ 31 SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Setoffs................... 32 SECTION 2.16. Mitigation Obligations; Replacement of Lenders............................... 33 ARTICLE III Representations and Warranties SECTION 3.01. Organization; Powers......................................................... 34 SECTION 3.02. Authorization; Enforceability................................................ 34 SECTION 3.03. Governmental Approvals; No Conflicts......................................... 35 SECTION 3.04. Financial Statements; No Material Adverse Change............................. 35 SECTION 3.05. Litigation and Environmental Matters......................................... 35 SECTION 3.06. Compliance with Laws and Agreements.......................................... 36 SECTION 3.07. Investment and Holding Company Status........................................ 36 SECTION 3.08. ERISA........................................................................ 36 SECTION 3.09. Disclosure................................................................... 36

2 SECTION 3.10. Subsidiaries................................................................. 36 SECTION 3.11. Security Interests........................................................... 36 SECTION 3.12. Use of Proceeds.............................................................. 37 ARTICLE IV Conditions SECTION 4.01. Effective Date............................................................... 37 SECTION 4.02. Each Credit Event............................................................ 39 ARTICLE V Affirmative Covenants SECTION 5.01. Financial Statements and Other Information................................... 40 SECTION 5.02. Notices of Defaults.......................................................... 41 SECTION 5.03. Existence; Conduct of Business............................................... 41 SECTION 5.04. Maintenance of Properties.................................................... 42 SECTION 5.05. Books and Records; Inspection and Audit Rights............................... 42 SECTION 5.06. Compliance with Laws......................................................... 42 SECTION 5.07. Insurance.................................................................... 42 SECTION 5.08. Guarantees and Collateral.................................................... 42 ARTICLE VI Negative Covenants SECTION 6.01. Indebtedness and Preferred Equity Interests.................................. 45 SECTION 6.02. Liens........................................................................ 47 SECTION 6.03. Sale and Leaseback Transactions.............................................. 48 SECTION 6.04. Fundamental Changes.......................................................... 48 SECTION 6.05. Investments, Loans, Advances and Guarantees.................................. 49 SECTION 6.06. Asset Dispositions........................................................... 51 SECTION 6.07. Restricted Payments.......................................................... 52 SECTION 6.08. Transactions with Affiliates................................................. 53 SECTION 6.09. Capital Expenditures......................................................... 53 SECTION 6.10. Interest Expense Coverage Ratio.............................................. 54 SECTION 6.11. Consolidated Net Worth....................................................... 54 SECTION 6.12. Senior Secured Indebtedness Ratio............................................ 54 SECTION 6.13. Sumitomo Ownership........................................................... 54 3 ARTICLE VII Events of Default and CAM Exchange SECTION 7.01. Event of Default............................................................. 55 SECTION 7.02. CAM Exchange................................................................. 57 ARTICLE VIII The Agents ARTICLE IX Miscellaneous SECTION 9.01. Notices...................................................................... 59 SECTION 9.02. Waivers; Amendments.......................................................... 60 SECTION 9.03. Expenses; Indemnity; Damage Waiver........................................... 62 SECTION 9.04. Successors and Assigns....................................................... 63 SECTION 9.05. Survival..................................................................... 66 SECTION 9.06. Counterparts; Integration; Effectiveness..................................... 67 SECTION 9.07. Severability................................................................. 67 SECTION 9.08. Right of Setoff.............................................................. 67 SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process................... 67 SECTION 9.10. WAIVER OF JURY TRIAL......................................................... 68 SECTION 9.11. Headings..................................................................... 68 SECTION 9.12. Confidentiality.............................................................. 68 SECTION 9.13. Interest Rate Limitation..................................................... 69 SECTION 9.14. Security Documents........................................................... 69 SECTION 9.15. Collateral Agent as Joint and Several Creditor............................... 69 SECTION 9.16. Conversion of Currencies..................................................... 70 SECTION 9.17. Dutch Banking Act............................................................ 70 SCHEDULES: Schedule 1.01(a) -- Applicable Assets of the European J.V. Schedule 1.01(b) -- Applicable Assets of German Grantors Schedule 1.01(c) -- Applicable Assets of Luxembourg Grantors Schedule 1.01(d) -- Applicable Assets of UK Grantors Schedule 1.01(e) -- Applicable Assets of French Grantors Schedule 1.01A -- US Consent Subsidiaries Schedule 2.01 -- Commitments Schedule 3.10 -- Subsidiaries Schedule 4.01(b) -- Required Opinions Schedule 4.01(k) -- Pledged J.V. Subsidiaries Schedule 6.01 -- Existing Indebtedness 4 Schedule 6.02 -- Existing Liens Schedule 6.06 -- Asset Dispositions EXHIBITS: Exhibit A -- Form of Borrowing Request Exhibit B -- Form of Interest Election Request Exhibit C-1 -- Form of Promissory Note for Revolving Loans Exhibit C-2 -- Form of Promissory Note for Term Loans Exhibit D -- Form of Assignment and Assumption Exhibit E-1 -- Form of Opinion of Goodyear's Outside Counsel Exhibit E-2 -- Form of Opinion of Goodyear's General Counsel Exhibit F -- Form of Master Guarantee and Collateral Agreement exhibit G -- Form of Verification Letter TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as of March 31, 2003, among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Goodyear and the Borrowers have requested the Lenders, and the Lenders are willing, to extend credit to the Borrowers in the form of (a) Revolving Loans to any Borrower at any time and from time to time during the Revolving Availability Period in an aggregate principal amount not in excess of $250,000,000 at any time outstanding and (b) Term Loans to the Term Borrowers on the Effective Date in an aggregate principal amount not in excess of $400,000,000. The Lenders are willing to extend such credit to the Borrowers on the terms and subject to the conditions herein set forth. The proceeds of the Loans will be used for general corporate purposes of the European J.V. and the J.V. Subsidiaries. Accordingly, the parties hereto agree as follows: ARTICLE I Definitions SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: "ABL Facilities Agreement" means the Term Loan and Revolving Credit Agreement dated as of the date hereof among Goodyear, certain lenders, JPMCB, as administrative agent, Citicorp USA, Inc., as syndication agent, and Bank of America, N.A. and CIT Financial Group, as documentation agents. "ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. "Administrative Agent" means JPMCB, in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity. "Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent. 2 "Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. "Agents" means the Administrative Agent and the Collateral Agent. "Alternate Base Rate" means, for any day, a rate per annum 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%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. "Applicable Assets" means (a) with respect to the European J.V., all the assets and rights of the European J.V. listed on Schedule 1.01(a) , (b) with respect to any Grantor organized under the laws of the Federal Republic of Germany, all the assets and rights of such Grantor listed on Schedule 1.01(b), (c) with respect to any Grantor organized under the laws of Luxembourg, all the assets and rights of such Grantor listed on Schedule 1.01(c), (d) with respect to any Grantor organized under the laws of the United Kingdom, all the assets and rights of such Grantor listed on Schedule 1.01(d), and (e) with respect to any Grantor organized under the laws of the Republic of France, all the assets and rights of such Grantor listed on Schedule 1.01(e). "Applicable Percentage" means, with respect to any Lender, the percentage of the aggregate Revolving Credit Exposures, Term Loans and unused Revolving Commitments of all Lenders represented by such Lender's Revolving Credit Exposure, Term Loans and unused Revolving Commitments. "Applicable Secured Obligations" means (a) with respect to Goodyear, (i) the Revolving Obligations and (ii) the Guarantees by Goodyear and each US Subsidiary Guarantor of the Revolving Obligations under the Guarantee and Collateral Agreement, (b) with respect to each Grantor organized under the laws of any jurisdiction other than the Federal Republic of Germany, (i) the Revolving Obligations and (ii) the Guarantees of the Revolving Obligations by each such Grantor under the Guarantee and Collateral Agreement, and (c) with respect to each Grantor organized under the laws of the Federal Republic of Germany, (i) the Term Obligations and (ii) the Guarantees by each such Grantor of the Term Obligations under the Guarantee and Collateral Agreement. "Applicable Term Percentage" means, with respect to any Lender, the percentage of the total Term Commitments represented by such Lender's Term Commitment. "Approved Fund" means (a) with respect to any Lender, a CLO managed by such Lender or by an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor. "Arranger" means J.P. Morgan Securities Inc., as Sole Bookrunner and Sole Lead Arranger for the credit facilities established by this Agreement. "Assignment and Assumption" means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by 3 Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit D or any other form approved by the Administrative Agent. "Attributable Debt" means, with respect to any Sale and Leaseback Transaction, the present value (computed in accordance with GAAP and, in the case of a Sale and Leaseback Transaction that does not result in Capital Lease Obligations, as if the obligations incurred in connection with such Sale and Leaseback Transaction were Capital Lease Obligations) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of (i) the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) and (ii) the Attributable Debt determined assuming no such termination. "Board" means the Board of Governors of the Federal Reserve System of the United States of America. "Borrowers" means the European J.V., GDTG, Goodyear KG, Dunlop KG, and Lux Tires. "Borrowing" means Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. "Borrowing Request" means a request by any Borrower for a Borrowing in accordance with Section 2.03 in substantially the form of Exhibit A hereto. "Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, Germany, The Netherlands or Luxembourg are authorized or required by law to remain closed; provided 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. "CAM Exchange" means the exchange of the Lenders' interests provided for in Section 7.02. "CAM Exchange Date" means the date on which any event referred to in paragraph (h) or (i) of Section 7.01 shall occur in respect of any Borrower. "CAM Percentage" means, with respect to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Designated Obligations owed to such Lender (whether or not at the time due and payable) and (b) the denominator shall be the aggregate Designated Obligations owed to all the Lenders (whether or not at the time due and payable). "Capital Expenditures" of any Person means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of such Person and its subsidiaries that are (or would be) set forth in a statement of cash flows of such Person and its Consolidated Subsidiaries for such period prepared in accordance with GAAP, excluding capitalized software 4 expenses, and (b) Capital Lease Obligations incurred by such Person and its Consolidated Subsidiaries during such period (other than any such Capital Lease Obligations that shall relate to assets acquired in transactions reflected in Capital Expenditures for any earlier period). For purposes of this definition, (i) the purchase price of equipment or other fixed assets that are purchased simultaneously with the trade-in of existing assets or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such assets for the assets being traded in at such time or the amount of such insurance proceeds, as the case may be, and (ii) acquisitions permitted by Section 6.05(e) shall be excluded. "Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. "Change in Control" means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the United States Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Goodyear, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Goodyear by Persons who were neither (i) directors on the date hereof or nominated by the board of directors of Goodyear nor (ii) appointed by directors so nominated, (c) the failure of Goodyear to own directly or indirectly, beneficially and of record, free and clear of all Liens (other than Permitted Encumbrances), more than 50% of the issued and outstanding capital stock of, and to Control, the European J.V., (d) the failure of Goodyear to own directly or indirectly, beneficially and of record, free and clear of all Liens (other than Permitted Encumrances and Liens in favor of the Collateral Agent to secure the Applicable Secured Obligations and the US Obligations), 100% of the issued and outstanding capital stock of Luxembourg Finance, or (e) the failure of Goodyear to own directly or indirectly, beneficially and of record, more than 50% of the issued and outstanding capital stock of, and to Control, any of GDTG, Goodyear KG, Dunlop KG or Lux Tires. "Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.12(b), by any lending office of such Lender or by such Lender's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. "Class" when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or Term Loan Commitment. "CLO" means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar 5 extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Collateral" means all the assets and rights that secure any of the Obligations pursuant to the Security Documents. "Collateral Agent" means JPMCB, in its capacity as collateral agent for the Lenders under the Guarantee and Collateral Agreement and the other Security Documents. "Commitment" means a Revolving Commitment or a Term Loan Commitment, or any combination thereof (as the context requires). "Consent Assets" has the meaning assigned to such term in the Guarantee and Collateral Agreement. "Consent Subsidiary" means (i) with respect to Goodyear or any US Subsidiary, (a) any Subsidiary listed on Part I or Part II of Schedule 1.01A and (b) any Subsidiary not on Schedule 1.01A or formed or acquired after the Effective Date in respect of which (A) the consent of any Person other than Goodyear or any Wholly Owned Subsidiary of Goodyear is required by applicable law or the terms of any organizational document of such Subsidiary or other agreement of such Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiary to execute the Guarantee and Collateral Agreement as a US Guarantor (as defined under the Guarantee and Collateral Agreement) and perform its obligations thereunder and (B) Goodyear endeavored in good faith to obtain such consents and such consents shall not have been obtained, (ii) with respect to the European J.V. or a J.V. Subsidiary, any J.V. Subsidiary formed or acquired after the Effective Date in respect of which (A) the consent of any Person other than Goodyear, the European J.V. or any Wholly Owned Subsidiary of Goodyear or the European J.V. is required by applicable law or the terms of any organizational document of such J.V. Subsidiary or other agreement of such J.V. Subsidiary or any Affiliate of such J.V. Subsidiary in order for such J.V. Subsidiary to execute the Guarantee and Collateral Agreement as a European Facilities Guarantor and perform its obligations thereunder, or in order for Equity Interests of such J.V. Subsidiary to be pledged under a Security Agreement, as the case may be, and (B) Goodyear and the European J.V. endeavored in good faith to obtain such consents and such consents shall not have been obtained and (iii) with respect to Luxembourg Finance or a subsidiary of Luxembourg Finance, any subsidiary of Luxembourg Finance formed or acquired after the Effective Date in respect of which (A) the consent of any Person other than Goodyear, the European J.V., Luxembourg Finance or any Wholly Owned Subsidiary of Goodyear, the European J.V. or Luxembourg Finance, is required by applicable law or the terms of any organizational document of such subsidiary of Luxembourg Finance or other agreement of such subsidiary of Luxembourg Finance or any Affiliate of such subsidiary of Luxembourg Finance in order for such subsidiary of Luxembourg Finance to execute the Guarantee and Collateral Agreement as a European Facilities Guarantor and perform its obligations thereunder, or in order for Equity Interests of such subsidiary of Luxembourg Finance to be pledged under a Security Agreement, as the case may be, and (B) Goodyear, the European J.V. and Luxembourg Finance endeavored in good faith to obtain such consents and such consents shall not have been obtained. Notwithstanding the foregoing, no Subsidiary shall be a Consent Subsidiary at any time that it is a guarantor of, or has provided any collateral to secure, Indebtedness for borrowed money of Goodyear or any Borrower, and any Consent Subsidiary (including a Consent Subsidiary listed in Part I or Part II 6 of Schedule 1.01A) that at any time ceases to meet the test set forth in clause (A) shall cease to be a Consent Subsidiary. "Consolidated EBITDA" of any Person means, for any period, Consolidated Net Income of such Person for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii) income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) all non-cash non-recurring charges for such period, (v) all Rationalization Charges for such period, (vi) other expense for such period, (vii) equity in losses of affiliates for such period, (viii) foreign exchange currency losses for such period and (ix) minority interest in net income of subsidiaries for such period, minus (b) without duplication, to the extent included in determining such Consolidated Net Income (except with respect to (ii) and (iii) below), (i) any non-cash extraordinary gains for such period, (ii) cash expenditures (other than Rationalization Charges) during such period in respect of items that resulted in non-cash non-recurring charges during any prior period after the date hereof, (iii) Excess Cash Rationalization Charges, (iv) other income for such period, (v) equity in earnings of affiliates for such period, (vi) foreign exchange currency gains for such period and (vii) minority interest in net losses of subsidiaries for such period, all determined on a consolidated basis in accordance with GAAP. Each item referred to in this definition and not defined elsewhere in this Agreement will be computed by a method consistent with that used in preparing the financial statements referred to in Section 3.04. "Consolidated Interest Expense" of any Person means, for any period the sum of, without duplication, (a) the consolidated interest expense (including imputed interest expense in respect of Capital Lease Obligations and excluding fees and other origination costs included in interest expense and arising from Indebtedness incurred at any time) of such Person and its Consolidated Subsidiaries for such period, determined in accordance with GAAP but excluding capitalized interest, (b) all cash dividends paid during such period in respect of Permitted Preferred Stock and (c) all finance expense related to Securitization Transactions, excluding amortization of origination and other fees. "Consolidated Net Income" of any Person means, for any period, the net income or loss of such Person and its Consolidated Subsidiaries for such period determined in accordance with GAAP. "Consolidated Net Worth" means, as of the last day of any fiscal quarter, the sum for Goodyear of (a) the stated value of outstanding common stock, (b) capital surplus and (c) retained earnings, excluding for purposes of such calculation the effect of (i) all non-cash non-recurring charges and all non-cash Rationalization Charges and (ii) all losses and gains on sales of assets other than in the ordinary course of business and all other non-cash non-recurring gains, in each case in (i) and (ii) above, after December 31, 2002. "Consolidated Revenue" means, for any period, the revenues of Goodyear and its Consolidated Subsidiaries for such period, determined in accordance with GAAP. "Consolidated Senior Secured Indebtedness" means, for any period, the sum for Goodyear and its Consolidated Subsidiaries for such period, without duplication, of (a) all Indebtedness that is included on Goodyear's consolidated balance sheet and is secured by any assets of Goodyear or a Consolidated Subsidiary of Goodyear, (b) all Capital Lease Obligations, (c) all synthetic lease financings, (d) all Indebtedness of South Pacific Tyres that is secured by any of its assets or by assets of the Borrower or a Consolidated Subsidiary and (e) all 7 Securitization Transactions, all determined in accordance with GAAP. For purposes of computing Consolidated Senior Secured Indebtedness, the amount of any synthetic lease financing shall equal the amount that would be capitalized in respect of such lease if it were a Capital Lease Obligation. "Consolidated Subsidiary" means with respect to any Person, at any date, each Subsidiary of such Person the accounts of which would be consolidated with those of such Person in such Person's consolidated financial statements prepared in accordance with GAAP. "Consolidated Total Assets" means, at any date, the total assets of Goodyear and its Consolidated Subsidiaries determined in accordance with GAAP. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto. "Credit Documents" means this Agreement, any promissory notes delivered pursuant to Section 2.07(e) and the Security Documents. "Credit Parties" means the J.V. Loan Parties, Goodyear and the US Subsidiary Guarantors. "Default" means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. "Designated Obligations" means (a) with respect to Revolving Loans, all Revolving Obligations of the Credit Parties in respect of (i) the principal of and interest on the Revolving Loans, (ii) commitment fees in respect of unused Revolving Commitments described in Section 2.09(a) and (iii) fees in respect of Revolving Loans and unused Revolving Commitments described in Section 2.09(c), in each case regardless of whether then due and payable, and (b) with respect to Term Loans, all Term Obligations of the Credit Parties in respect of (i) the principal of and interest on the Term Loans and (ii) fees in respect of Term Loans described in Section 2.09(c), in each case regardless of whether then due and payable. "Disclosure Documents" means (a) the Information Memorandum, (b) reports of Goodyear on Forms 10-K, 10-Q and 8-K, and any amendments thereto, that shall have been (i) filed with the Securities and Exchange Commission on or prior to March 21, 2003, or (ii) filed with the Securities and Exchange Commission after such date and prior to the Effective Date and delivered to the Administrative Agent, and (c) the draft Report of Goodyear on Form 10-K for the fiscal year ended December 31, 2002, delivered to the Lenders prior to the date hereof, as such Report shall have been modified by any subsequent draft of such Report delivered to the Administrative Agent prior to the Effective Date. "dollars" or "$" refers to lawful money of the United States of America. "Dunlop KG" means Dunlop GmbH & Co KG, a partnership organized under the laws of the Federal Republic of Germany. 8 "Effective Date" means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02). "Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the presence, the management or release of, or exposure to, any Hazardous Materials or to health and safety matters. "Environmental Liability" means all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. "Equity Interests" means shares of capital stock, partnership interests, membership interests in limited liability companies, beneficial interests in trusts or other equity ownership interests in any Persons, and any warrants, options or other rights entitling the holders thereof to purchase or acquire any such equity interests. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with Goodyear or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. "ERISA Event" means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to any Plan (other than an event for which the 30-day notice period is waived or an event described in Section 4043.33 of Title 29 of the Code of Federal Regulations); (b) the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA) as to which a waiver has not been obtained; (c) the incurrence by Goodyear, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (d) the treatment of a Plan amendment as a termination under Section 4041 of ERISA; (e) any event or condition, other than the Transactions, that would be materially likely to result in the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan under Section 4042 of ERISA; (f) the receipt by Goodyear, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice of an intention to terminate any Plan or to appoint a trustee to administer any Plan; (g) the incurrence by Goodyear, any Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (h) the receipt by Goodyear, any Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Goodyear, any Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA. 9 "Eurodollar", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. "European J.V." means Goodyear Dunlop Tires Europe B.V., a corporation organized under the laws of The Netherlands. "Event of Default" has the meaning assigned to such term in Section 7.01. "Excess Cash Rationalization Charges" means, for any period, cash expenditures of Goodyear and its Consolidated Subsidiaries with respect to Rationalization Charges recorded on Goodyear's consolidated income statement after the date hereof; provided, however, that for such cash expenditures incurred after September 1, 2003, Excess Cash Rationalization Charges shall only include the aggregate amount of such cash expenditures which exceed the sum of $100,000,000 (or $50,000,000 if incurred prior to December 31, 2003) plus 25% of the Net Cash Proceeds from the issuance and sale of its Equity Interests or Indebtedness pursuant to Section 6.01(q). "Excluded Subsidiary" means any Subsidiary with only nominal assets and no operations. "Excluded Taxes" means, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes or any similar tax imposed by any jurisdiction described in clause (a) above and (c) (i) any withholding tax that is imposed by the United States on amounts payable to a Foreign Lender (other than an assignee pursuant to a request by the European J.V. under Section 2.16(b)) at the time such Foreign Lender first becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from such Borrower with respect to such withholding tax pursuant to Section 2.14(a) or (ii) any withholding tax that is imposed by the United States on amounts payable to a Foreign Lender that is attributable to such Foreign Lender's failure to comply with Section 2.14(e). "Existing Credit Agreements" means (a) the Amended and Restated 364-Day Credit Agreement dated as of August 13, 2002 among Goodyear, the lenders party thereto and JPMorgan Chase Bank, as administrative agent and (b) the Term Loan Agreement dated as of March 30, 2001, as amended, among Goodyear, the lenders party thereto, JPMorgan Chase Bank, as administrative agent for the lenders and JPMorgan Chase International Limited, as London agent for the Lenders. "Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received 10 by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. "Financial Officer" of any Person means the chief financial officer, principal accounting officer, treasurer or any assistant treasurer of such Person. "Foreign Lender" means any Lender that is organized under the laws of a jurisdiction other than the United States or any political subdivision thereof. "Foreign Subsidiary" means any Subsidiary organized under the laws of a jurisdiction other than the United States or any of its territories or possessions or any political subdivision thereof. "GAAP" means generally accepted accounting principles in the United States or, when reference is made to financial statements of a Person organized under the laws of a jurisdiction outside of the United States, generally accepted accounting principles in such jurisdiction. "Goodyear" means The Goodyear Tire & Rubber Company, an Ohio corporation. "Goodyear KG" means Goodyear GmbH & Co KG, a partnership organized under the laws of the Federal Republic of Germany. "Governmental Authority" means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. "Grantors" means the European J.V. and the Subsidiary Guarantors, including each Person listed as a European Facilities Guarantor or European Facilities Grantor on the signature pages to the Guarantee and Collateral Agreement or that has become a European Guarantor or European Facilities Grantor pursuant to Section 13.14 thereof. "GDTG" means Goodyear Dunlop Tires Germany GmbH, a corporation organized under the laws of the Federal Republic of Germany. "Guarantee" of or by any Person (the "guarantor") means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in 11 respect of which such Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guaranteeing person's maximum reasonably anticipated liability (assuming such person is required to perform) in respect thereof as determined in such person's good faith. "Guarantee and Collateral Agreement" means the Guarantee and Collateral Agreement among Goodyear, the Subsidiary Guarantors, the Grantors, certain other Subsidiaries, the Lenders and the Collateral Agent substantially in the form of Exhibit F hereto. "Hazardous Materials" means (A) petroleum products and byproducts, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radon gas, chlorofluorocarbons and all other ozone-depleting substances; and (B) any pollutant or contaminant or any hazardous, toxic, radioactive or otherwise regulated chemical, material, substance or waste that is prohibited, limited or regulated pursuant to any applicable Environmental Law. "Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (i) all Securitization Transactions of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in such entity. "Indemnified Taxes" means Taxes other than Excluded Taxes. "Indemnitee" has the meaning set forth in Section 9.03. "Information Memorandum" means the Confidential Information Memorandum dated March 5, 2003 relating to the Goodyear and the Transactions. "Intellectual Property" means all intellectual and similar property of every kind and nature, including inventions, designs, patents, copyrights, licenses, trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing. "Interest Election Request" means a request by any Borrower to convert or continue a Revolving Borrowing or Term Borrowing in accordance with Section 2.05 in substantially the form of Exhibit B hereto. 12 "Interest Payment Date" means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months' duration, each day prior to the last day of such Interest Period that occurs at intervals of three months' duration after the first day of such Interest Period. "Interest Period" means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as any Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. "Investments" has the meaning assigned to such term in Section 6.05. "JPMCB" means JPMorgan Chase Bank, and its successors. "J.V. Loan Parties" means the European J.V. and the Subsidiary Guarantors. "J.V. Subsidiary" means any Subsidiary of the European J.V. "Lenders" means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. "LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason with respect to any Eurodollar Borrowing, then the "LIBO Rate" with respect to such Eurodollar Borrowing for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. "Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, French delegation of claims, pledge, hypothecation, encumbrance, charge or security interest in, 13 on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. "Loans" means the loans made by the Lenders to any Borrower pursuant to this Agreement. "Luxembourg Finance" means Goodyear Finance Holdings S.A., a societe anonyme organized under the laws of Luxembourg. "Lux Tires" means Goodyear Luxembourg Tires S.A., a societe anonyme organized under the laws of Luxembourg. "Majority Lenders" shall mean, at any time, Lenders having aggregate Revolving Credit Exposures, Term Loans and unused Commitments representing at least a majority of the sum of the total Revolving Credit Exposures, Term Loans and unused Commitments at such time. "Material Adverse Change" means a material adverse change in or effect on (a) the business, operations, properties, assets or financial condition (including as a result of the effects of any contingent liabilities thereon) of Goodyear and the Subsidiaries, taken as a whole, (b) the ability of the Credit Parties, taken as a whole, to perform their obligations under this Agreement and the other Credit Documents that are material to the rights or interests of the Lenders or (c) the rights of or benefits available to the Lenders under this Agreement and the other Credit Documents that are material to the interests of the Lenders. "Material Indebtedness" means Indebtedness (other than the Loans), or obligations in respect of one or more Swap Agreements, of any one or more of Goodyear and the Subsidiaries in an aggregate principal amount exceeding $25,000,000. For purposes of determining Material Indebtedness, the "principal amount" of the obligations of Goodyear or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Goodyear or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time, calculated in accordance with the terms of such Swap Agreement. "Material Subsidiary" means, at any time, each Subsidiary other than Subsidiaries that do not represent more than 1% for any such individual Subsidiary, or more than 5% in the aggregate for all such Subsidiaries, of either (a) Consolidated Total Assets or (b) Consolidated Revenue for the period of four fiscal quarters most recently ended. "Maturity Date" means April 30, 2005. "Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. "NAIC" means the National Association of Insurance Commissioners. "Net Cash Proceeds" means, with respect to any Prepayment Event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds, but only as and when received, (ii) in the case of a casualty, insurance proceeds received, and (iii) in the case of a condemnation or similar event, condemnation awards 14 and similar payments received, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses (including any legal, title and recording tax expenses) paid by the European J.V. and the J.V. Subsidiaries to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made by the European J.V. and the J.V. Subsidiaries as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, and (iii) the amount of all taxes paid (or reasonably estimated to be payable) by the European J.V. and the J.V. Subsidiaries (including taxes required to be paid or withheld in respect of the transfer of amounts from the recipient thereof to a Borrower), and the amount of any reserves established by the European J.V. and the J.V. Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of the European J.V. or Goodyear); provided that, to the extent and at the time any such amounts are released to the European J.V. or any European J.V. Subsidiary from such reserve, such amounts shall constitute Net Cash Proceeds. Notwithstanding the foregoing, amounts that would otherwise constitute Net Cash Proceeds shall not constitute Net Cash Proceeds to the extent that (x) currency or foreign exchange controls prevent the repatriation of such amounts to the Term Borrowers, (y) the recipient of such amounts is not a Wholly Owned Subsidiary and (1) the consent of any Person other than the Goodyear or any Wholly Owned Subsidiary is required by applicable law or the terms of any organizational document of such non-Wholly Owned Subsidiary or other agreement of such Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiary to transfer such amounts to a Term Borrower (whether by distribution, loan or advance, repayment of intercompany Indebtedness or other commercially reasonable means) and (2) Goodyear and the European J.V. endeavored in good faith to obtain such consents and such consents shall not have been obtained (to permit the transfer of such proceeds by any of such means) or (z) capital maintenance, corporate benefit or over collateralization rules prevent the repayment of such amounts by, or repatriation of such amounts for repayment to, the Term Borrowers. The Net Cash Proceeds received by any non-Wholly Owned Subsidiary shall be deemed to equal the amount determined as set forth above multiplied by the European J.V.'s aggregate direct or indirect percentage ownership of such Subsidiary. "New Facilities Credit Agreements" means the US Revolving Facility Agreement, the US Term Facility Agreement and the ABL Facilities Agreement. "New Facilities Documents" means the New Facilities Credit Agreements, the Guarantee and Collateral Agreement and the other Security Documents (as such term is defined in any New Facilities Credit Agreement). "New Facilities Prepayment Event" means any "Prepayment Event" as defined under any New Facilities Credit Agreement. "Obligations" means the Revolving Obligations and the Term Obligations. "Other Taxes" means any and all present or future stamp, documentary, excise, recording, transfer, sales, property or similar taxes, charges or levies arising from any payment made under any Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Credit Document. "Participant" has the meaning assigned to such term in Section 9.04. 15 "PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions. "Permitted Encumbrances" means: (a) Liens imposed by law for taxes that are not yet due or are being contested; (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's and other Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days (or any longer grace period available under the terms of the applicable underlying obligation) or are being contested; (c) Liens created and pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations; (d) Liens created and deposits made to secure the performance of bids, trade contracts, leases, statutory obligations, appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business, and Liens created and deposits made prior to the date hereof in the ordinary course of business to secure the performance of surety bonds; (e) judgment liens in respect of judgments that do not constitute an Event of Default; (f) supplier's liens in inventory, other assets supplied or accounts receivable that result from retention of title or extended retention of title arrangements arising in connection with purchases of goods in the ordinary course of business; and (g) easements, zoning restrictions, rights-of-way and similar encumbrances on real property and other Liens incidental to the conduct of business or ownership of property that arise automatically by operation of law or arise in the ordinary course of business and that do not materially detract from the value of the property of Goodyear and the Subsidiaries or of the Collateral, in each case taken as a whole, or materially interfere with the ordinary conduct of business of Goodyear and the Subsidiaries, taken as a whole, or otherwise adversely affect in any material respect the rights or interests of the Lenders; provided that (except as provided in clause (d) above) the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness for borrowed money. "Permitted Investments" means: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof; (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, ratings of A1 from S&P and P1 from Moody's; 16 (c) investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition thereof and issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any commercial bank organized under the laws of the United States or any State thereof which has a short term deposit rating of A1 from S&P and P1 from Moody's and has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution described in clause (c) above; (e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000; and (f) in the case of any Subsidiary that is not a US Subsidiary, (i) marketable direct obligations issued or unconditionally guaranteed by the sovereign nation in which such Subsidiary is organized and is conducting business or issued by any agency of such sovereign nation and backed by the full faith and credit of such sovereign nation, in each case maturing within one year from the date of acquisition, so long as the indebtedness of such sovereign nation is rated at least A by S&P or A2 by Moody's or carries an equivalent rating from a comparable foreign rating agency or (ii) investments of the type and maturity described in clauses (b) through (e) of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies. "Permitted Preferred Stock" has the meaning assigned to such term in Section 6.01. "Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. "Plan" means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV or Section 302 of ERISA or Section 412 of the Code, and in respect of which Goodyear, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA. "Prepayment Event" means: (a) any sale, transfer or other disposition (including pursuant to a Sale and Leaseback Transaction other than a Sale and Leaseback Transaction consummated not more than 180 days after the acquisition or completion of construction of the assets subject thereto) of any property or assets of the European J.V. or any J.V. Subsidiary to any Person other than the European J.V. or any J.V. Subsidiary, other than (i) dispositions described in clauses (a), (b), (d) and (i) of Section 6.06 and (ii) that results in Net Cash Proceeds not exceeding $5,000,000 (provided that at all times after the aggregate Net Cash Proceeds known by a Financial Officer of Goodyear to have been received in respect of all such transactions is in excess of $25,000,000, each such 17 transaction under this clause (ii) shall constitute a Prepayment Event with respect to all such Net Cash Proceeds in excess of $25,000,000); or (b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the European J.V. or any J.V. Subsidiary, but only to the extent that the Net Cash Proceeds from such event exceed $5,000,000 and then, if the European J.V. shall notify the Administrative Agent that it or the applicable J.V. Subsidiary intends to apply such Net Cash Proceeds to repair, restore or replace the property or asset that shall have been damaged or taken, such event shall constitute a Prepayment Event only if such repair, restoration or replacement shall not have commenced within 180 days after such event and the Net Cash Proceeds of such event will be deemed for purposes of Section 2.08 to equal the amount not so applied; or (c) the incurrence by the European J.V. or any J.V. Subsidiary of any Indebtedness, other than Indebtedness permitted by Section 6.01, or the issuance and sale by the European J.V. or any J.V. Subsidiary of any Equity Interests. "Prime Rate" means the rate of interest per annum publicly announced from time to time by JPMCB (or any successor Administrative Agent appointed or chosen pursuant to Article VIII hereof) as its prime rate in effect at its principal office in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. "Principal European Subsidiary" means, (a) any J.V. Subsidiary (other than a Borrower) organized under the laws of the Federal Republic of Germany, Luxembourg, the Republic of France or the United Kingdom with consolidated assets having a book value in excess of $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (other than any Special Excluded Subsidiary) or (b) any subsidiary of Luxembourg Finance organized under the laws of Luxembourg with consolidated assets having a book value in excess of $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b). "Rationalization Charges" means, for any period, cash and non-cash charges related to rationalization actions designed to reduce capacity, eliminate redundancies and reduce costs. Rationalization Charges will be computed by a method consistent with that used in preparing the financial statements referred to in Section 3.04. "Register" has the meaning set forth in Section 9.04. "Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents, counsel and other advisors of such Person and such Person's Affiliates. "Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Goodyear or any Subsidiary, or any payment (whether in cash, securities or other property) on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests. 18 "Revolving Availability Period" means the period from and including the Effective Date to but excluding the earlier of (a) the Maturity Date and (b) the date of termination of the Revolving Commitments. "Revolving Commitment" means, with respect to each Lender, the commitment of such Lender to make Revolving Loans hereunder, expressed as an amount representing the maximum permitted aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's Revolving Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders' Revolving Commitments is $250,000,000. "Revolving Credit Exposure" means, with respect to any Lender at any time, the aggregate outstanding principal amount of such Lender's Revolving Loans at such time. "Revolving Lender" means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure. "Revolving Loan" means a Loan made pursuant to clause (a) of Section 2.01. "Revolving Obligations" means (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Revolving Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations of the Credit Parties to any of the Secured Parties under this Agreement and each of the other Credit Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), save in each case insofar as the same relate to, or to any Guarantee of, the Term Loans or any amount payable in respect thereof (and for the avoidance of doubt, the fee payable by the European J.V. pursuant to Section 2.09(c) does not relate to the Term Loans), (b) the due and punctual performance of all other nonmonetary obligations of the Credit Parties to any of the Secured Parties under this Agreement and the other Credit Documents (other than the performance of obligations in respect of, or in respect of any Guarantee in respect of, the Term Loans or any amount payable in respect thereof), (c) the due and punctual payment and performance of all obligations of the European J.V., any J.V. Subsidiary, Luxembourg Finance or any subsidiary of Luxembourg Finance under each Swap Agreement that (i) shall have been in effect on the Effective Date with a counterparty that shall have been a Revolving Lender or an Affiliate of a Revolving Lender as of the Effective Date or (ii) shall have been entered into after the Effective Date with any counterparty that shall have been a Revolving Lender or an Affiliate of a Revolving Lender at the time such Swap Agreement was entered into and (d) the due and punctual payment and performance of all obligations of the European J.V. or any J.V. Subsidiary arising out of or in connection with cash management or similar services provided by any Revolving Lender. "Sale and Leaseback Transaction" means any arrangement whereby Goodyear or a Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease from the buyer or 19 transferee property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, other than any such transaction entered into with respect to any property or any improvements thereto at the time of, or within 180 days after, the acquisition or completion of construction of such property or such improvements (or, if later, the commencement of commercial operation of any such property), as the case may be, to finance the cost of such property or such improvements, as the case may be. "SAVA" means Sava Joint Venture Holding d.o.o., a corporation organized under the laws of the Republic of Slovenia. "Secured Parties" means the Administrative Agent, the Collateral Agent and each Lender. "Securitization Transaction" means, with respect to any Person, (i) any transfer, assignment or pledge by such Person of accounts receivable, rights to future lease payments or residuals or other financial assets, and related property, or interests therein (a) to a trust, partnership, corporation or other entity, which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness or securities that are to receive payments from, or that represent interests in, the cash flow derived from such accounts receivable or interests, or (b) directly to one or more investors or other purchasers, (ii) any Indebtedness of such Person secured substantially entirely by accounts receivable, rights to future lease payments or residuals or other financial assets, and related property or (iii) any factoring transaction involving substantially entirely accounts receivable, rights to future lease payments or residuals or other financial assets, and related property. The amount of any Securitization Transaction shall be deemed at any time to be the aggregate outstanding principal amount of the Indebtedness or securities referred to in the preceding sentence or, if there shall be no such principal amount, the equivalent outstanding amount of the funded investment. "Security Agreement" means any security agreement, pledge agreement, charge agreement, mortgage, debenture or similar agreement, instrument or security document, or any supplement thereto creating a Lien on any assets or rights to secure any of the Obligations. "Security Documents" means the Guarantee and Collateral Agreement, the Security Agreements and each other instrument or document delivered pursuant to Section 5.08 to secure any of the Obligations. "Special Excluded Subsidiaries" means KDIS Distribution, Vulco France and Societe Isseenne de Participations. "Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject, with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. 20 The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. "subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which are consolidated with those of the parent in the parent's consolidated financial statements in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. "Subsidiary" means any subsidiary of Goodyear. "Subsidiary Guarantors" means (a) each Borrower (other than the European J.V.), (b) each J.V. Subsidiary (other than a Borrower) that is, or is required to be, a party to the Guarantee and Collateral Agreement, (c) Luxembourg Finance and (d) each subsidiary of Luxembourg Finance that is, or is required to be, a party to the Guarantee and Collateral Agreement. "Swap Agreement" means any agreement, including any master agreement, with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates or prices for one or more currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions. "Syndication Agent" means Deutsche Bank AG, in its capacity as syndication agent hereunder. "Taxes" means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority. "Term Borrower" means Goodyear KG, Dunlop KG or GDTG. "Term Lender" means a Lender with a Term Loan Commitment or any outstanding Term Loan. "Term Loan" means a Loan made pursuant to clause (b) of Section 2.01. "Term Loan Commitment" means, with respect to each Lender, the commitment, if any, of such Lender to make Term Loans hereunder on the Effective Date, expressed as amount representing the maximum aggregate principal amount of the Term Loans to be made by such Lender hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's Term Loan Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Term Loan Commitment, as applicable. The initial aggregate amount of the Lenders' Term Loan Commitments is $400,000,000. 21 "Term Obligations" means (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Term Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations of the Credit Parties to any of the Secured Parties under this Agreement and each of the other Credit Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), save in each case insofar as the same relate to, or to any Guarantee of, the Revolving Loans or any amount payable in respect thereof, (b) the due and punctual performance of all other nonmonetary obligations of the Credit Parties to any of the Secured Parties under this Agreement and the other Credit Documents (other than the performance of obligations in respect of, or in respect of any Guarantee in respect of, the Revolving Loans or any amount payable in respect thereof), (c) the due and punctual payment and performance of all obligations of the European J.V., any J.V. Subsidiary, Luxembourg Finance or any subsidiary of Luxembourg Finance under each Swap Agreement that (i) shall have been in effect on the Effective Date with a counterparty that shall have been a Term Lender (which is not also a Revolving Lender) or an Affiliate of such a Lender as of the Effective Date or (ii) shall have been entered into after the Effective Date with any counterparty that shall have been a Term Lender (which is not also a Revolving Lender) or an Affiliate of such a Lender at the time such Swap Agreement was entered into and (d) the due and punctual payment and performance of all obligations of the European J.V. or any J.V. Subsidiary arising out of or in connection with cash management or similar services provided by any Term Lender (which is not also a Revolving Lender). However, any amount or obligation that is a Revolving Obligation shall not be a Term Obligation. "Transactions" means the execution, delivery and performance by Goodyear and the Borrowers of this Agreement and by Goodyear, the European J.V., the Subsidiary Guarantors, the US Subsidiary Guarantors and the Grantors, as applicable, of the other Credit Documents, the borrowing of the Loans, the creation of the Liens provided for in the Security Documents and the other transactions contemplated hereby. "Type", when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate. "US Obligations" means the Obligations as defined in the US Term Facility Agreement and the Obligations as defined in the US Revolving Facility Agreement. "US Revolving Facility Agreement" means the $750,000,000 Revolving Credit Agreement dated as of the date hereof among Goodyear, certain lenders, JPMCB, as administrative agent. "US Subsidiary" means any Subsidiary that is not a Foreign Subsidiary. "US Subsidiary Guarantors" means each US Subsidiary (other than the Excluded Subsidiaries and the Consent Subsidiaries). 22 "US Term Facility Agreement" means the $645,454,545 Term Loan Agreement dated as of the date hereof among Goodyear, certain lenders, and JPMCB, as administrative agent and BNP Paribas, as syndication agent. "Wholly Owned Subsidiary" of any person shall mean a subsidiary of such person of which securities (except for directors' qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, controlled or held by such person or one or more wholly owned Subsidiaries of such person or by such person and one or more wholly owned Subsidiaries of such person. "Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving Borrowing"). SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the European J.V. notifies the Administrative Agent that the European J.V. requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the European J.V. and Goodyear that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. 23 SECTION 1.05. Foreign Currency Translation. For purposes of determining compliance as of any date with Section 6.01, 6.02, 6.03, 6.05 or 6.06, amounts incurred or outstanding in currencies other than dollars shall be translated into dollars at the exchange rates in effect on the first Business Day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made, as such exchange rates shall be determined in good faith by Goodyear. No Default or Event of Default shall arise as a result of any limitation set forth in dollars in Section 6.01, 6.02, 6.03, 6.05 or 6.06 being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made. ARTICLE II The Credits SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) to make Revolving Loans to any Borrower from time to time during the Revolving Availability Period in dollars in an aggregate principal amount that will not result in such Lender's Revolving Credit Exposure exceeding such Lender's Revolving Commitment and (b) (i) to make a Term Loan to Goodyear KG on the Effective Date in dollars in a principal amount not exceeding its Applicable Term Percentage of $272,000,000, (ii) to make a Term Loan to Dunlop KG on the Effective Date in a principal amount not exceeding its Applicable Term Percentage of $70,000,000 and (iii) to make a Term Loan to GDTG on the Effective Date in a principal amount not exceeding its Applicable Term Percentage of $58,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed. SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required. (b) Subject to Section 2.11, each Revolving Borrowing and Term Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the applicable Borrower may request in accordance herewith; provided that all Borrowings made on the Effective Date must be made as ABR Borrowings. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement. (c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided, that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 20 Eurodollar Borrowings outstanding. 24 (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. SECTION 2.03. Requests for Borrowings. To request a Revolving Borrowing or Term Borrowing, the applicable Borrower, or the European J.V. on behalf of such Borrower, shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 3:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 3:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower or by the European J.V. on behalf of such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting such Borrowing (or on whose behalf the European J.V. is requesting such Borrowing); (ii) whether the requested Borrowing is to be a Revolving Borrowing or a Term Borrowing; (iii) the aggregate amount of the requested Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (vi) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; and (vii) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing. SECTION 2.04. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:30 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the relevant Borrower by promptly crediting the amounts so received, in like funds, to an account designated by such Borrower in the applicable Borrowing Request (which account, in the case of Goodyear Luxembourg Tires S.A., shall be a 25 dollar denominated account held by Goodyear Luxembourg Tires S.A. at a bank in New York City). (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and such Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of such Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included in such Borrowing. It is agreed that no payment by any Borrower under this paragraph will be subject to any break-funding payment under Section 2.13. SECTION 2.05. Interest Elections. (a) Each Revolving Borrowing and Term Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the relevant Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The relevant Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section, the European J.V. on behalf of the applicable Borrower, shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Revolving Borrowing or Term Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request signed by the European J.V. on behalf of the applicable Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); 26 (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period". If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the relevant Borrower shall be deemed to have selected an Interest Period of one month's duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing. (e) If the relevant Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Lenders, so notifies the European J.V., then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. SECTION 2.06. Termination of Commitments; Reductions of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Maturity Date. (b) The European J.V. may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the European J.V. shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.08, the total Revolving Credit Exposures would exceed the total Revolving Commitments. (c) The European J.V. shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the European J.V. pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the European J.V. may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the European J.V. (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be 27 permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay on the Maturity Date (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Borrowing of such Borrower and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Borrowing of such Borrower. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein (including any failure to record the making or repayment of any Loan) shall not in any manner affect the obligation of any Borrower to repay the Loans in accordance with the terms of this Agreement or prevent any Borrower's obligations in respect of Loans from being discharged to the extent of amounts actually paid in respect thereof. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in substantially the form set forth in Exhibit C-1 hereto, in the case of Revolving Loans, or set forth in Exhibit C-2 hereto, in the case of Term Loans. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). SECTION 2.08. Prepayment of Loans. (a) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (e) of this Section. (b) In the event and on each occasion that the sum of the Revolving Credit Exposures exceeds the total Revolving Commitments, the European J.V. shall (and/or shall cause other Borrowers to) prepay Revolving Borrowings in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the European J.V. or any J.V. Subsidiary in respect of any Prepayment Event, any or all the Term Borrowers shall, not later than the fifth Business Day after such Net Cash Proceeds are received, prepay Term Borrowings in an aggregate principal amount equal to 75% 28 (or, in the case of any event described in clause (c) of the definition of Prepayment Event, 50%) of such Net Cash Proceeds. (d) Prior to any optional or mandatory prepayment of Borrowings hereunder, the European J.V. shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (e) of this Section. (e) The European J.V. shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 3:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable, shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10. SECTION 2.09. Fees. (a) The European J.V. agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the rate of 0.75% per annum on the daily unused amount of the Revolving Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Revolving Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) Goodyear agrees to pay (or to cause the European J.V. to pay) to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between Goodyear and the Administrative Agent. (c) If Loans remain outstanding under the US Term Loan Agreement on April 30, 2004, the European J.V. agrees to pay to the Administrative Agent for the account of each Lender on such date a fee equal to 1.00% (or if the aggregate outstanding principal amount of the loans under the US Term Loan Agreement shall have been reduced to an amount not greater than $200,000,000 as of such date, .75%) of the sum of the aggregate principal amount of such Lender's outstanding Term Loans at such time plus the amount of such Lender's Revolving Commitment, whether used or unused, at such time. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances. 29 SECTION 2.10. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus 3.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus 4.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. SECTION 2.11. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Majority Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the European J.V. and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the European J.V. and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. 30 SECTION 2.12. Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or (ii) impose on any Lender or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in each case by an amount deemed by such Lender to be material, then the Borrower of such Loan will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law regarding capital requirements has had or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, in each case by an amount deemed by such Lender to be material as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender's holding company would have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the applicable Borrower (being the Borrower in respect of the affected Commitments or of the affected Loans) will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the European J.V. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof, unless such amount is being contested by the European J.V. in good faith. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the European J.V. of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. SECTION 2.13. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.08(e) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the European J.V. pursuant to 31 Section 2.16 or the CAM Exchange, then, in any such event, the Borrower of such Loan shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the European J.V. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof, unless such amount is being contested by the European J.V. in good faith. SECTION 2.14. Taxes. (a) Any and all payments by or on account of any obligation of any Borrower or any other Credit Party hereunder or under any other Credit Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Borrower or any other Credit Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions of such Taxes (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made (and such Borrower or such Credit Party shall pay or Goodyear shall cause such Credit Party to pay such increased amount), (ii) such Borrower or such other Credit Party shall make such deductions and (iii) such Borrower or such other Credit Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. (b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (c) The relevant Borrower shall indemnify the Administrative Agent and each Lender within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of such Borrower or any other Credit Party hereunder or under any other Credit Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the European J.V. by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower or any other Credit Party to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 32 (e) Any Foreign Lender that is entitled to an exemption from or reduction of United States withholding tax under any treaty to which the United States is a party, with respect to payments under this Agreement shall deliver to the European J.V. (with a copy to the Administrative Agent), at the time such Foreign Lender first becomes a party to this Agreement and at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the European J.V. as will permit such payments to be made without withholding or at a reduced rate; provided that such Foreign Lender has received written notice from the European J.V. advising it of the availability of such exemption or reduction and supplying all applicable documentation. (f) Any Lender that is entitled to an exemption from withholding tax under the law of any jurisdiction in which a Borrower is located, or under any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the European J.V. for the account of the relevant Borrower (with a copy to the Administrative Agent), at the time such Lender first becomes a party to this Agreement and at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the European J.V. as will permit such payments to be made without withholding or at a reduced rate; provided that such Lender has received written notice from the European J.V. advising it of the availability of such exemption or reduction and supplying all applicable documentation. SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) Except as required or permitted under Section 2.04, 2.12, 2.13, 2.14, 2.16 or 9.03, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of fees, each reduction of the Commitments and each refinancing of any Borrowing with a Borrowing of any Type, shall be allocated pro rata among the Lenders in accordance with their respective Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans). Each Lender agrees that in computing such Lender's portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender's percentage of such Borrowing to the next higher or lower whole dollar amount. (b) The relevant Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.12, 2.13 or 2.14 or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without setoff, counterclaim or other deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except that payments pursuant to Sections 2.12, 2.13, 2.14, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person in appropriate ratable shares to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (c) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, 33 ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (d) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the European J.V. or any Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law and under this Agreement, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation. (e) Unless the Administrative Agent shall have received notice from the European J.V. prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the relevant Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (f) If any Lender shall fail to make any payment required to be made by it hereunder for the account of the Administrative Agent or any Lender, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations in respect of such payment until all such unsatisfied obligations are fully paid. SECTION 2.16. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12 or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such 34 designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The European J.V. hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.12, or if any Credit Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, or if any Lender defaults in its obligation to fund Loans hereunder, then the European J.V. may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the European J.V. shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee or the Borrowers, as the case may be and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments. ARTICLE III Representations and Warranties Goodyear represents and warrants to the Lenders as to itself and the Subsidiaries, the European J.V. represents and warrants to the Lenders as to itself and the J.V. Subsidiaries and each other Borrower represents and warrants to the Lenders as to itself and its subsidiaries that: SECTION 3.01. Organization; Powers. Goodyear and each of the other Credit Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not be reasonably likely to result in a Material Adverse Change, is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required. Each Subsidiary of Goodyear other than the Credit Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required, except for failures that, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change. SECTION 3.02. Authorization; Enforceability. The Transactions to be entered into by each Borrower and each other Credit Party are within such Borrower's or such Credit Party's powers and have been duly authorized. This Agreement has been duly executed and delivered by Goodyear and each Borrower and constitutes, and each other Credit Document to which any Credit Party is to be a party, when executed and delivered by such Credit Party, will constitute, a legal, valid and binding obligation of Goodyear, such Borrower or such Credit Party, as the case may be, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and 35 subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. SECTION 3.03. Governmental Approvals; No Conflicts. Except to the extent that no Material Adverse Change would be materially likely to result, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as are required to perfect Liens created under the Security Documents and such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Goodyear or any of the Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon Goodyear or any of the Subsidiaries or any of their assets and (d) will not result in the creation or imposition of any Lien on any asset of Goodyear or any of the Subsidiaries, except Liens created under the Credit Documents. SECTION 3.04. Financial Statements; No Material Adverse Change. (a) The European J.V. has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders' equity and cash flows as of and for the fiscal year ended December 31, 2002, reported on by PricewaterhouseCoopers, independent public accountants. Goodyear has heretofore furnished to the Lenders a draft in substantially final form of its consolidated balance sheet and statements of income, stockholders' equity and cash flows as of and for the fiscal year ended December 31, 2002. Such financial statements of the European J.V. and Goodyear present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the European J.V. and its Consolidated Subsidiaries and Goodyear and its Consolidated Subsidiaries, respectively, as of such dates and for such fiscal year in accordance with GAAP. (b) Except as disclosed in the Disclosure Documents, since December 31, 2002, there has been no event or condition that constitutes or would be materially likely to result in a Material Adverse Change, it being agreed that a reduction in any rating relating to Goodyear issued by any rating agency shall not, in and of itself, be an event or condition that constitutes or would be materially likely to result in a Material Adverse Change (but that events or conditions underlying or resulting from any such reduction may constitute or be materially likely to result in a Material Adverse Change). (c) Except as disclosed in the Disclosure Documents, since December 31, 2002, there has been no event or condition that constitutes or would be materially likely to result in a material adverse change in or effect on the business, operations, properties, assets or financial condition (including as a result of the effects of any contingent liabilities thereon) of the European J.V. and the J.V. Subsidiaries, taken as a whole. SECTION 3.05. Litigation and Environmental Matters. (a) Except as set forth in the Disclosure Documents, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending or, to the knowledge of Goodyear, threatened against or affecting Goodyear or any of the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that if adversely determined would be materially likely, individually or in the aggregate, to result in a Material Adverse Change or (ii) that involve the Credit Documents or the Transactions. (b) Except as set forth in the Disclosure Documents, and except with respect to matters that, individually or in the aggregate, would not be materially likely to result in a Material 36 Adverse Change, neither Goodyear nor any of the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. SECTION 3.06. Compliance with Laws and Agreements. Each of Goodyear and the Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to be in compliance, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change. No Event of Default has occurred and is continuing. SECTION 3.07. Investment and Holding Company Status. Neither Goodyear nor any of the Subsidiaries is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended. SECTION 3.08. ERISA. Except as disclosed in the Disclosure Documents, no ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events that have occurred or are reasonably expected to occur, would be materially likely to result in a Material Adverse Change. SECTION 3.09. Disclosure. Neither the Information Memorandum nor the reports, financial statements, certificates or other written information referred to in Section 3.04 or delivered after the date hereof by or on behalf of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to Section 5.01 (taken together with all other information so furnished and as modified or supplemented by other information so furnished) contained or will contain, in each case as of the date delivered, any material misstatement of fact or omitted or will omit to state in each case as of the date delivered, any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information or other forward looking information, Goodyear, the European J.V. and the other Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. SECTION 3.10. Subsidiaries. Schedule 3.10 sets forth (a) the name and jurisdiction of organization of, and the ownership interest of the European J.V. and its Subsidiaries in, each J.V. Subsidiary, (b) the name and jurisdiction of organization of, and the ownership interest of Luxembourg Finance in, each subsidiary of Luxembourg Finance and (c) identifies each J.V. Subsidiary or subsidiary of Luxembourg Finance that is a Principal European Subsidiary or a J.V. Loan Party or both, in each case as of the Effective Date. Each J.V. Subsidiary with consolidated assets greater than $10,000,000 as of December 31, 2002, is set forth on Schedule 4.01(k). SECTION 3.11. Security Interests. (a) The Security Agreements executed and delivered on the Effective Date, together with (i) the actions taken on the Effective Date pursuant to Section 4.01(m) and (ii) the actions required to be taken after the Effective Date pursuant to the Post-Closing Letter Agreement referred to in Section 13.17 of the Guarantee and Collateral Agreement will, subject only to filings and similar actions that may be taken by the Collateral Agent without the delivery of any further documents or the taking of any further actions by any 37 Credit Party, be effective under applicable law to create in favor of the Collateral Agent for the benefit of the Secured Parties (or in favor of the Secured Parties, as the case may be) a valid and enforceable security interest in all the Applicable Assets of each Grantor (other than Consent Assets of the J.V. Subsidiaries). The exclusion of the Consent Assets of the J.V. Subsidiaries from the Collateral does not materially reduce the aggregate value of the Collateral. (b) None of the written information relating to the Collateral delivered by or on behalf of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to any provision of any Credit Document is or will be incorrect when delivered in any respect material to the rights or interests of the Lenders under the Credit Documents. SECTION 3.12. Use of Proceeds. The proceeds of the Loans will be used only for the purposes referred to in the preamble to this Agreement. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. ARTICLE IV Conditions SECTION 4.01. Effective Date. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02). (a) The Administrative Agent (or its counsel) shall have received from Goodyear, each Borrower, the Administrative Agent, the Collateral Agent and the Lenders either (i) counterparts of this Agreement signed on behalf of each such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent, the Collateral Agent and the Lenders and dated the Effective Date) of (i) Covington & Burling, counsel for Goodyear, substantially in the form of Exhibit E-1, (ii) the General Counsel, the Associate General Counsel or an Assistant General Counsel of Goodyear, substantially in the form of Exhibit E-2, and (iii) each of the counsel set forth in Schedule 4.01(b), in each case in a form satisfactory to the Administrative Agent, and, in the case of each opinion referred to in this paragraph (b), covering such other matters relating to the Credit Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall reasonably request. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization by the Credit Parties of the Transactions and any other legal matters relating to Goodyear, the Borrowers, the other Credit Parties, the Credit Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Lenders shall have received the European J.V.'s consolidated statements of income, stockholders' equity and cash flows as of and for the fiscal year ended 38 December 31, 2002, reported on by PricewaterhouseCoopers, independent public accountants. (e) The Lenders shall have received drafts in substantially final form of Goodyear's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, containing Goodyear's consolidated balance sheet and statement of income, stockholders equity and cash flows as of the end of and for such fiscal year. (f) The representations and warranties set forth in Article III shall be true and correct in all material respects on the Effective Date and the Administrative Agent shall have received a certificate signed by a Financial Officer of each of Goodyear and the European J.V. to that effect. (g) Goodyear, the Borrowers and the other Credit Parties shall be in compliance with all the terms and provisions set forth herein and in the other Credit Documents in all material respects on their part to be observed or performed, and at the time of and immediately after the Effective Date, no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate signed by a Financial Officer of each of Goodyear and the European J.V. to that effect. (h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the European J.V. or Goodyear hereunder. (i) All loans and other amounts outstanding or accrued for the accounts of the lenders under the Existing Credit Agreements shall have been paid in full, and the lenders shall have no further commitments thereunder. The Convertible Term Loan Agreement dated as February 4, 1998, between Goodyear and Banque Nationale de Paris S.A., Dublin Branch, as amended and in effect on the date hereof, shall have been terminated. (j) The Administrative Agent shall have received from each Borrower, Luxembourg Finance, each Principal European Subsidiary (other than the Special Excluded Subsidiaries), Goodyear and each US Subsidiary Guarantor a counterpart of the Guarantee and Collateral Agreement duly executed and delivered on behalf of such Person. (k) All outstanding Equity Interests of any J.V. Subsidiary directly owned by any Grantor at such time (other than Equity Interests in any Subsidiary with consolidated assets not greater than $10,000,000 as of December 31, 2002), which J.V. Subsidiaries are set forth on Schedule 4.01(k), shall have been pledged or otherwise encumbered pursuant to Security Agreements to secure the Applicable Secured Obligations of such Grantor. (l) All outstanding Equity Interests in Luxembourg Finance shall have been pledged or otherwise encumbered pursuant to a Security Agreement to secure the Applicable Secured Obligations of Goodyear. (m) All Security Agreements referred to in the final closing checklist distributed by counsel for the Agents prior to the execution of this Agreement shall have been executed and delivered, all other actions referred to in such closing checklist shall have 39 been taken, and the Collateral Agent shall have received all documents referred to in such closing checklist. The Collateral Agent may enter into agreements with the European J.V. to grant extensions of time for the creation or perfection of security interests in or the obtaining of legal opinions or other documents with respect to particular assets (including extensions beyond the Effective Date for the creation and perfection of security interests in the assets of the Grantors on such date) where it determines that creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Security Documents. The Loans made, the application of the proceeds thereof and the termination of existing Indebtedness on the Effective Date shall be deemed to occur simultaneously. The Administrative Agent shall notify the European J.V. and the Lenders of the Effective Date in writing, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on April 1, 2003 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a conversion or continuation of an outstanding Borrowing), shall be subject to the satisfaction of the following conditions: (a) The representations and warranties of Goodyear, the European J.V. and each other Borrower set forth in this Agreement and in the other Credit Documents (insofar as they relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all respects material to the rights or interests of the Lenders under the Credit Documents on and as of the date of such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and except for those representations and warranties set forth in clauses (b) and (c) of Section 3.04 and in Sections 3.05 and 3.08. (b) At the time of and immediately after giving effect to such Borrowing no Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or (b) shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by Goodyear, the European J.V. and each other Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. ARTICLE V Affirmative Covenants Until the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, each of Goodyear and the European J.V. and each other Borrower covenants and agrees with the Lenders that: 40 SECTION 5.01. Financial Statements and Other Information. Each of Goodyear and the European J.V. will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within 110 days after the end of each fiscal year, its audited consolidated balance sheet and related statements of income, stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers or other independent public accountants of recognized international standing (without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Goodyear and its Consolidated Subsidiaries or of the European J.V. and its Consolidated Subsidiaries, as the case may be, in accordance with GAAP; (b) as soon as available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Goodyear and its Consolidated Subsidiaries or the European J.V. and its consolidated J.V. Subsidiaries, as the case may be, on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) at the time of each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of Goodyear or the European J.V., as the case may be, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) demonstrating compliance with Sections 6.09, 6.10, 6.11 and 6.12 at the end of the period to which such financial statements relate and for each applicable period then ended, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements delivered under clause (a) above (or, prior to the delivery of any such financial statements, since December 31, 2002) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) in the case of Goodyear, promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Goodyear or any Subsidiary with the United States Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by Goodyear to its shareholders generally, as the case may be; (e) at the time of each delivery of financial statements under clause (a) or (b) above, and at such other times as Goodyear may determine, a certificate of a Financial Officer of Goodyear identifying each US Subsidiary, each J.V. Subsidiary and each subsidiary of Luxembourg Finance formed or acquired after the Effective Date and not previously identified in a certificate delivered pursuant to this paragraph, stating (i) whether each such US Subsidiary is a Consent Subsidiary and describing the factors that 41 shall have led to the identification of any such US Subsidiary as a Consent Subsidiary, (ii) whether each such J.V. Subsidiary is a Principal European Subsidiary and, if so, whether such Principal European Subsidiary is a Consent Subsidiary and describing the factors that shall have led to the identification of any such Principal European Subsidiary as a Consent Subsidiary and (iii) whether each subsidiary of Luxembourg Finance is a Principal European Subsidiary and, if so, whether such Principal European Subsidiary is a Consent Subsidiary and describing the factors that shall have led to the identification of any such Principal European Subsidiary as a Consent Subsidiary; (f) from time to time, all information and documentation required to be delivered under Section 4.04 of the Guarantee and Collateral Agreement or any provision of any Security Agreement and each year, at the time of delivery of annual financial statements under Section 5.01(a), a certificate executed on behalf of the European J.V. by a Financial Officer and the chief legal officer of the European J.V. setting forth information sufficient to enable the Lenders to determine whether the requirements of Section 5.08 have been met at such time; (g) at the time of each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer each of Goodyear and the European J.V. certifying that the requirements of Section 5.08 have been satisfied in all material respects; (h) promptly upon becoming available, quarterly and annual financial statements for GDTG prepared in the ordinary course of business; and (i) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Goodyear, the European J.V. or any other Subsidiary, or compliance with the terms of this Agreement, or the perfection of the security interests created by the Security Documents, as the Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at http://www.sec.gov; provided that Goodyear shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. SECTION 5.02. Notices of Defaults. Goodyear will furnish to the Administrative Agent and each Lender prompt written notice of the occurrence of any Default, together with a statement of a Financial Officer or other executive officer of Goodyear setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. SECTION 5.03. Existence; Conduct of Business. Each of Goodyear and the European J.V. and each other Borrower will, and will cause each of its respective Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except to the extent that failures to keep in effect such rights, licenses, permits, 42 privileges and franchises would not be materially likely, individually or in the aggregate for all such failures, to result in a Material Adverse Change; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.04. SECTION 5.04. Maintenance of Properties. Each of Goodyear and the European J.V. and each other Borrower will, and will cause each of its respective Subsidiaries to, keep and maintain all its property in good working order and condition, ordinary wear and tear excepted, except to the extent any failure to do so would not, individually or in the aggregate, be materially likely to result in a Material Adverse Change (it being understood that the foregoing shall not prohibit any sale of any assets permitted by Section 6.06). SECTION 5.05. Books and Records; Inspection and Audit Rights. Each of Goodyear and the European J.V. and each other Borrower will, and will cause each of its respective Subsidiaries to, keep proper books of record and account sufficient to enable each of Goodyear and the European J.V. to prepare the financial statements and other information required to be delivered under Section 5.01. Each of Goodyear, and the European J.V. and each other Borrower will, and will cause each of its respective Subsidiaries to, permit any representatives designated by the Administrative Agent (or by any Lender acting through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties (accompanied by a representative of Goodyear or the European J.V.) and to discuss its affairs, finances and condition with its officers, all at such reasonable times and as often as reasonably requested. SECTION 5.06. Compliance with Laws. Each of Goodyear and the European J.V. and each other Borrower will, and will cause each of its respective Subsidiaries to, comply with all laws, including Environmental Laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change. SECTION 5.07. Insurance. Each of Goodyear and the European J.V. and each other Borrower will, and will cause each of its respective Subsidiaries to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customary among companies of established reputation engaged in the same or similar businesses and operating in the same or similar locations, except to the extent the failure to do so would not be materially likely to result in a Material Adverse Change. Goodyear will furnish to the Administrative Agent or any Lender, upon request, information in reasonable detail as to the insurance so maintained. SECTION 5.08. Guarantees and Collateral. (a) In the event that there shall at any time exist any Principal European Subsidiary (other than a Consent Subsidiary) or any US Subsidiary (other than an Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and Collateral Agreement, Goodyear will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, deliver to the Collateral Agent such information as the Collateral Agent shall have reasonably requested and a supplement to the Guarantee and Collateral Agreement, in substantially the form specified therein, duly executed and delivered on behalf of such Principal European Subsidiary or US Subsidiary, as the case may be, pursuant to which such Principal European Subsidiary or such US Subsidiary, as the case may be, will become a party to the Guarantee and Collateral Agreement and, in the case of a Principal European Subsidiary, a European Facilities Guarantor and European Facilities Grantor, or in the case of such US Subsidiary, a US Guarantor, in each case as defined in the Guarantee and Collateral Agreement; 43 provided that if a Financial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined (i) based upon the advice of French counsel, that the corporate benefit principles or other applicable law of the Republic of France would prohibit any Principal European Subsidiary organized under the laws of the Republic of France from duly authorizing a Guarantee of any of the Obligations, or (ii) based upon the advice of German counsel, that the applicable law of Germany would prohibit any Principal European Subsidiary formed or acquired after the Effective Date and organized under the laws of the Germany from duly authorizing a Guarantee of any of the Obligations, such Principal European Subsidiary shall not be required to become a party to the Guarantee and Collateral Agreement. Notwithstanding the foregoing, no Subsidiary will be required to take any action pursuant to this paragraph (a) if (i) such Subsidiary shall have received an opinion of counsel in the applicable jurisdiction that, under circumstances referred to in such opinion, such action would subject its officers or directors to a material risk of personal liability and (ii) there shall be a material risk that the circumstances referred to in such opinion will occur. (b) In the event that any Grantor shall at any time directly own any Equity Interests of any J.V. Subsidiary or any subsidiary of Luxembourg Finance (in each case other than (i) Equity Interests in any Subsidiary with consolidated assets not greater than $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (ii) Equity Interests in any Special Excluded Subsidiary or Consent Subsidiary and (iii) Equity Interests already pledged in accordance with this paragraph or Section 4.01), Goodyear will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Equity Interests to be pledged under a Security Agreement and, to the extent that the Collateral Agent determines that possession of any certificates representing any such Equity Interests would provide any benefit in respect of priority or otherwise under applicable law and requests delivery, cause to be delivered to the Collateral Agent any certificates representing such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, that no Grantor shall be required to pledge any Equity Interests in any Subsidiary organized under the laws of a jurisdiction other than the Federal Republic of Germany, the Netherlands, Luxembourg, the Republic of France, the United Kingdom or the Republic of Slovenia if a Financial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined, on the basis of reasonable inquiries in the jurisdiction of such Person, that such pledge would affect materially and adversely the ability of such Person to conduct its business in such jurisdiction. In the event that SAVA shall at any time become a Wholly Owned J.V. Subsidiary, or the provisions in its organizing documents or joint venture agreement prohibiting such pledge shall cease to be in effect, all the Equity Interests in SAVA held by the European J.V. or any of the J.V. Subsidiaries shall be pledged under a Security Agreement pursuant to the requirements of this Section. (c) In the event that any Grantor shall at any time own any Applicable Assets (other than Consent Assets and Applicable Assets already pledged, mortgaged or otherwise encumbered pursuant to any Security Agreement) consisting of real property with a book value of $10,000,000 or more, the European J.V. will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Applicable Assets to be mortgaged or otherwise encumbered pursuant to one or more Security Agreements reasonably acceptable to the Collateral Agent and such Grantor to secure the Applicable Secured Obligations of such Grantor. In the event that, at the end of any fiscal quarter, the Grantors, taken together, shall own any Applicable Assets (other than Consent Assets, Equity Interests in Subsidiaries and Applicable Assets already pledged, mortgaged or 44 otherwise encumbered pursuant to any Security Agreement) with an aggregate book value greater than $50,000,000 that shall not have been pledged, mortgaged or otherwise encumbered pursuant to the Security Agreements, the European J.V. will, promptly after the delivery of financial statements under Section 5.01(a) or (b) with respect to such fiscal quarter, notify the Collateral Agent and will, within 30 days, (or such longer period as may be reasonable under the circumstances) after such notification, cause such Applicable Assets (other than assets that in the aggregate are not material) to be pledged, mortgaged or otherwise encumbered by the Grantors pursuant to one or more Security Agreements reasonably acceptable to the Collateral Agent and each applicable Grantor to secure the Applicable Secured Obligations of the respective Grantors; provided, that if a Financial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined (i) based upon the advice of French counsel, that the corporate benefit principles or other applicable law of the Republic of France would prohibit any Principal European Subsidiary organized under the laws of the Republic of France from duly authorizing the creation or perfection of any such security interest, or (ii) based upon the advice of German counsel, that the applicable law of Germany would prohibit any Principal European Subsidiary formed or acquired after the Effective Date and organized under the laws of the Germany from duly authorizing the creation or perfection of any such security interest, such Principal European Subsidiary shall not be required to create or perfect such security interest. Notwithstanding the foregoing, no Grantor will be required to take any action pursuant to this paragraph (c) if (i) such Grantor shall have received an opinion of counsel in the applicable jurisdiction that, under circumstances referred to in such opinion, such action would subject its officers or directors to a material risk of personal liability and (ii) there shall be a material risk that the circumstances referred to in such opinion will occur. (d) Goodyear, the European J.V. and each other Borrower will, and will cause each of their respective Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions, as may be reasonably requested by the Collateral Agent in order to cause the security interests purported to be created by the Security Documents or required to be created under the terms of this Agreement to constitute valid security interests, perfected in accordance with this Agreement. (e) During the period of 45 days after the Effective Date, Goodyear will endeavor in good faith to obtain any consents of third parties required in order for each US Subsidiary listed on Part II of Schedule 1.01A that has consolidated assets in excess of $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) to execute the Guarantee and Collateral Agreement as a US Subsidiary Guarantor and perform its obligations thereunder and shall advise the Collateral Agent in writing whether such consents have been obtained, and if such consents have been obtained, will cause such US Subsidiary to execute the Guarantee and Collateral Agreement as provided in paragraph (a). ARTICLE VI Negative Covenants Until the Commitments shall have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, each of Goodyear and the European J.V. and each other Borrower covenants and agrees with the Lenders that: 45 SECTION 6.01. Indebtedness and Preferred Equity Interests. Each of Goodyear and the European J.V. and each other Borrower will not, and will not permit any of its respective Consolidated Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, or issue any preferred stock or other preferred Equity Interests, except: (a) Indebtedness under this Agreement (and related Indebtedness under the Security Documents); (b) Indebtedness under the other New Facilities Credit Agreements (and related Indebtedness under the Security Documents) in an amount for each New Facilities Credit Agreement not greater than the aggregate amount of the outstanding loans and unfunded commitments of the lenders thereunder on the Effective Date, and additional Indebtedness that may be incurred under the ABL Facilities that does not result in the aggregate principal amount of Indebtedness under the ABL Facilities exceeding $1,600,000,000; (c) other Indebtedness existing (or incurred pursuant to commitments to lend existing) on March 31, 2003, substantially all of which is set forth or described in Schedule 6.01 (as such Schedule 6.01 shall be modified in connection with the delivery of financial statements in respect of the fiscal period ended on March 31, 2003); (d) Indebtedness owed to Goodyear or any Subsidiary and permitted under Section 6.05(b); (e) Guarantees expressly permitted under Section 6.05; (f) Indebtedness of Foreign Subsidiaries (other than the European J.V. and the J.V. Subsidiaries and Luxembourg Finance (it being understood that Indebtedness of Goodyear S.A., organized under the laws of Luxembourg, existing on the date hereof shall be counted against the limitation set forth in this Section 6.01(f) from and after the date on which it becomes secured)) in an aggregate principal amount (excluding Indebtedness existing or incurred under the other clauses of this Section 6.01 and under Section 6.05(b)) not greater than $200,000,000 outstanding at any time; (g) Securitization Transactions (other than those permitted by Sections 6.01(j) and (l)) in an aggregate amount not greater than $275,000,000 outstanding at any time; (h) Indebtedness of Goodyear or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement; (i) Attributable Debt of Goodyear or any Subsidiary incurred pursuant to Sale and Leaseback Transactions permitted by Section 6.03; (j) Indebtedness of any Person that becomes a Subsidiary after the date hereof as a result of a transaction expressly permitted under Section 6.05(e); provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; 46 (k) obligations of Goodyear and the Subsidiaries existing on the date hereof (other than Guarantees, Securitization Transactions and Sale and Leaseback Transactions) that would not constitute Indebtedness that would appear as liabilities on a consolidated balance sheet of Goodyear under GAAP as in effect on the date hereof and that, as a result of changes in GAAP after the date hereof, shall be required to be reflected on such a balance sheet as liabilities; (l) Indebtedness of any Subsidiary that is not a Consolidated Subsidiary of Goodyear or the European J.V. under GAAP as in effect on the date hereof (and in the event that any such Subsidiary shall become a Consolidated Subsidiary of Goodyear or the European J.V., Indebtedness of such Subsidiary existing at the time it becomes such a Consolidated Subsidiary); (m) any extension, renewal, refinancing or replacement of any Indebtedness referred to in any of clauses (a) through (l) above that does not increase the outstanding principal amount thereof (except to the extent necessary to pay the fees, expenses, underwriting discounts and prepayment premiums in connection therewith) or change the parties directly or indirectly responsible for the payment of such Indebtedness; provided that (i) any such refinancing or replacement Indebtedness shall not shorten the maturity of the Indebtedness refinanced or replaced or add a requirement not previously applicable to the Indebtedness refinanced or replaced that such Indebtedness be prepaid, redeemed, repurchased or defeased on one or more scheduled dates or upon the happening of one or more events (other than events of default or change of control events) before the maturity of the Indebtedness being refinanced or replaced and (ii) any such refinancing or replacement of Indebtedness under any revolving credit or similar facility shall be accompanied by the termination of the portion of the commitments under such facility under which such refinanced or replaced Indebtedness shall have been outstanding; (n) Indebtedness arising from the honoring of a check, draft or similar instrument presented by Goodyear or a Subsidiary against insufficient funds; (o) Indebtedness pursuant to any Swap Agreement entered into to hedge against risks to which the businesses of Goodyear and the Subsidiaries are exposed, and not for speculative purposes; (p) unsecured surety and performance bonds entered into in the ordinary course of business and not securing Indebtedness; and (q) other unsecured Indebtedness for borrowed money of Goodyear, or preferred Equity Interests of Goodyear ("Permitted Preferred Stock"), or any combination thereof, not maturing or required to be prepaid, redeemed, repurchased or defeased prior to the Maturity Date, whether on one or more scheduled dates or upon the happening of one or more events (other than events of default (or similar events relating to Equity Interests) or change of control events), and any Guarantee of such Indebtedness provided by any Subsidiary that is a US Guarantor under the Guarantee and Collateral Agreement that is subordinated to the Obligations on terms in no material respect less favorable to the Lenders than market terms prevailing at the time such Guarantee is issued; provided that the aggregate principal or stated amount of such Indebtedness (or of the Indebtedness it Guarantees) or preferred Equity Interests created or assumed pursuant to this clause (q) and outstanding at any time, without duplication, shall not exceed $1,000,000,000; provided further, that for purposes of this paragraph, any trust preferred 47 stock or similar preferred Equity Interest issued by a special purpose entity substantially all the assets of which consist of Indebtedness or preferred Equity Interests of Goodyear will be deemed to be a preferred Equity Interest of Goodyear; (r) a Securitization Transaction in an aggregate amount not greater than $15,000,000 outstanding at any time involving accounts receivable, rights to future lease payments or residuals or other financial assets, and related property of Goodyear Australia Pty Limited; and (s) other Indebtedness in an aggregate amount at any time outstanding not in excess of $25,000,000. SECTION 6.02. Liens. Each of Goodyear and the European J.V. and each other Borrower will not, and will not permit any of its respective Consolidated Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof (other than sales of delinquent receivables and sales of receivables in the ordinary course of business (other than Securitization Transactions and factoring transactions) for the purpose of accelerating collection of such receivables), except: (a) Liens created under the New Facility Documents; (b) Permitted Encumbrances; (c) any Lien on any property or asset of Goodyear or any Subsidiary existing on the Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of Goodyear or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) any Lien existing on any property or asset prior to the acquisition thereof by Goodyear or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien secures Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (iii) such Lien shall not apply to any other property or assets of Goodyear or any Subsidiary and (iv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (e) Liens on assets acquired, constructed or improved by Goodyear or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such assets and (iv) such Liens shall not apply to any other property or assets of Goodyear or any Subsidiary; 48 (f) Liens on assets of Foreign Subsidiaries (other than the European J.V. and the J.V. Subsidiaries and Luxembourg Finance) securing Indebtedness incurred under Section 6.01(f); (g) In connection with Securitization Transactions permitted under Section 6.01(g) and (r); (h) Liens in connection with Sale and Leaseback Transactions permitted by Section 6.03; (i) Liens on specific items of inventory or other goods (and proceeds thereof) securing obligations in respect of bankers' acceptances issued for the account of Goodyear or a Subsidiary to facilitate the purchase, shipment or storage of such items of inventory or other goods; (j) Liens on specific items of inventory or other goods and related documentation (and proceeds thereof) securing reimbursement obligations in respect of trade letters of credit issued to ensure payment of the purchase price for such items of inventory or other goods; (k) any interest of a lessor in property subject to an operating lease; (l) Liens referred to in policies of title insurance with respect to Mortgaged Property (as defined in the US Revolving Facility Agreement) delivered to the Administrative Agent prior to the Effective Date; and (m) other Liens on assets not constituting Collateral; provided that the aggregate amount of the Indebtedness and other obligations secured by such Liens shall at no time exceed $25,000,000. SECTION 6.03. Sale and Leaseback Transactions. Each of Goodyear and the European J.V. and each other Borrower will not, and will not permit any of its respective Consolidated Subsidiaries to, enter into or be party to any Sale and Leaseback Transaction other than (a) Sale and Leaseback Transactions existing on the date hereof and any replacement Sale and Leaseback Transactions that do not involve assets other than those subject to the Sale and Leaseback Transactions they replace and do not increase the Attributable Debt related thereto and (b) other Sale and Leaseback Transactions the aggregate outstanding Attributable Debt in respect of which does not exceed $100,000,000; provided that the aggregate outstanding Attributable Debt in respect of Sale and Leaseback Transactions of the European J.V. and the J.V. Subsidiaries pursuant to the foregoing clause (b) shall not exceed $50,000,000. SECTION 6.04. Fundamental Changes. (a) Each of Goodyear and the European J.V. and each other Borrower will not, and will not permit any of its respective Consolidated Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all the assets of Goodyear and its Consolidated Subsidiaries, taken as a whole, or all or substantially all the assets of the European J.V. and its Consolidated Subsidiaries, taken as a whole, or, in the case of Goodyear or any Borrower, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary that is not a J.V. Loan Party may merge into 49 Goodyear in a transaction in which Goodyear is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; except that (A) no US Subsidiary may merge into a Foreign Subsidiary, (B) neither the European J.V. nor any J.V. Subsidiary may merge into a Subsidiary that is not the European J.V. or a J.V. Subsidiary (other than a merger of a J.V. Subsidiary into a Subsidiary that will become a J.V. Subsidiary upon the consummation of such merger) and (C) no J.V. Loan Party merge into a Subsidiary that is not a J.V. Loan Party (other than a Subsidiary that will become a J.V. Loan Party upon the consummation of such merger), (iii) any sale of a Subsidiary made in accordance with Section 6.06 may be effected by a merger of such Subsidiary and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to Goodyear or to another Subsidiary; provided that any Investment that takes the form of a merger or consolidation (other than any merger or consolidation involving Goodyear) expressly permitted by Section 6.05 shall be permitted to this Section 6.04. SECTION 6.05. Investments, Loans, Advances and Guarantees. Each of Goodyear and the European J.V. and each other Borrower will not, and will not permit any of its respective Consolidated Subsidiaries to, purchase or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or securities (including any option, warrant or other right to acquire any of the foregoing) of, make any loans or advances to, make any Guarantee of any obligations of, or make any investment in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (each of the foregoing, an "Investment" in such Person), except: (a) Permitted Investments; (b) Investments by Goodyear and the Subsidiaries in Subsidiaries; provided that no Investment shall made by any Credit Party in a Subsidiary that is not a Credit Party or by a J.V. Loan Party in a Subsidiary that is not a J.V. Loan Party pursuant to this clause (b) except Investments (A) to fund working capital needs of such Subsidiary, (B) to replace amounts available under credit facilities or other financings of such Subsidiary existing on the date hereof that shall have matured or shall have been terminated or reduced, (C) to cover losses from operations of such Subsidiary and (D) to provide funds for Capital Expenditures or acquisitions permitted to be made by such Subsidiary; provided further, that Equity Interests in the European J.V. or any J.V. Subsidiary may not be transferred to any Subsidiary that is not the European J.V. or a J.V. Subsidiary; (c) any Investment by a Credit Party in a Consolidated Subsidiary that is not a Credit Party in the form of a transfer of assets used in or directly relating to any manufacturing process (but excluding any cash or financial asset) from a jurisdiction having higher manufacturing costs to a jurisdiction having lower manufacturing costs; provided that (i) the aggregate book value of all assets subject to all such transfers from and after the Effective Date shall not exceed $250,000,000 and (ii) the aggregate book value of all assets of the European J.V. and the J.V. Subsidiaries subject to all such transfers from and after the Effective Date shall not exceed $100,000,000; and any Investment by Goodyear Dunlop Tires NA in a Consolidated Subsidiary; (d) Guarantees expressly permitted under Section 6.01; (e) on or after June 30, 2003, the acquisition of any Equity Interest; provided that the aggregate consideration paid by Goodyear and the Subsidiaries in all such 50 acquisitions (including Indebtedness assumed by Goodyear or any Subsidiary) shall not exceed $100,000,000 plus the aggregate Net Cash Proceeds from New Facilities Prepayment Events after the date hereof that (A) shall not have been required to be applied to prepay loans under any of the New Facilities Credit Agreements and (B) shall not have been used to make Capital Expenditures that would otherwise have been prohibited by Section 6.09; (f) Guarantees not permitted by any other clause of this Section 6.05 incurred in the ordinary course of business and consistent with past practices in an aggregate amount for all such Guarantees at any time outstanding not exceeding $50,000,000; provided that the aggregate amount of all such Guarantees by the European J.V. and the J.V. Subsidiaries shall not exceed $25,000,000 at any time outstanding; (g) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (h) Investments for consideration consisting solely of common stock of Goodyear; (i) Equity Interests and debt obligations obtained by Goodyear or any Subsidiary as consideration for any asset sale permitted under Section 6.06; (j) Investments in Persons in which Goodyear or any Subsidiary has an Equity Interest on the date hereof, including Wingfoot Commercial Tire Systems LLC, SAVA and South Pacific Tyres, that are (i) required to be made as a result of the exercise by other holders of Equity Interests in such joint ventures of put options or (ii) required to avoid dilution of Goodyear's or such Subsidiary's percentage ownership interest therein and in an aggregate amount not greater than $200,000,000 during the term of this Agreement; provided that (A) the aggregate amount of all such Investments by the European J.V. and the J.V. Subsidiaries shall not exceed $25,000,000 and (B) each such Investment by the European J.V. or any J.V. Subsidiary shall be in a J.V. Subsidiary; (k) Investments that are included in Capital Expenditures for the respective periods during which such Investments are made and are permitted under Section 6.09; (l) the purchase of Equity Interests in Sava Joint Venture Holding d.o.o.; (m) loans and advances to officers and employees of Goodyear and its Subsidiaries in the ordinary course of business; (n) Investments in prepaid expenses in the ordinary course of business or in respect of required pension fund contributions; (o) negotiable instruments held for collection and lease, utility, workers' compensation, performance and other similar deposits in the ordinary course of business; (p) Investments in any Subsidiary that engages in no activities other than those related to a Securitization Transaction in order to capitalize such Subsidiary at a level customary for a securitization vehicle in such a transaction; and 51 (q) Investments constituting loans or advances by the European J.V. or any J.V. Subsidiary to Goodyear or any of its Subsidiaries (other than the European J.V., the J.V. Subsidiaries and Luxembourg Finance) as part of cash management consistent with past practices in an aggregate amount for all such Investments at any time outstanding not exceeding $75,000,000, other than Investments the proceeds of which are used (i) to repay loans under the US Term Facility Agreement or (ii) if there are no outstanding loans under the US Term Facility Agreement, to reduce commitments under the US Revolving Facility in an amount equal to the amount of such Investments; (r) Investments of the proceeds of any Securitization Transaction under Section 6.01(r) in South Pacific Tyres; and (s) Investments not permitted by any other clause of this Section in an aggregate amount at any time outstanding not greater than $25,000,000; SECTION 6.06. Asset Dispositions. Each of Goodyear and the European J.V. and each other Borrower will not, and will not permit any of its respective Consolidated Subsidiaries to, sell, transfer, lease or otherwise dispose (each, a "Sale") of any asset, including any Equity Interest, owned by it, nor will Goodyear or the European J.V. or any other Borrower permit any of its respective Subsidiaries to issue any additional Equity Interest in such Subsidiary, except: (a) Sales in the ordinary course of business of inventory and worn out or surplus equipment and Permitted Investments, and Sales in the ordinary course of business and consistent with past practices of assets other than property, plant, Investments in Subsidiaries and intellectual property; provided that licensing of intellectual property in the ordinary course of business and consistent with past practices shall be permitted; (b) Sales to Goodyear or a Subsidiary; provided that any such sale, transfer or disposition by a Credit Party to a Subsidiary that is not a Credit Party or by a J.V. Loan Party to a Subsidiary that is not a J.V. Loan Party shall be made in compliance with Section 6.05; (c) the Sale of Equity Interests in Sava to the European J.V. or any J.V. Subsidiary (and any sale of such Equity Interests to Goodyear in connection therewith); provided that once such Sale to the European J.V. or any J.V. Subsidiary occurs, the Equity Interests of SAVA shall be pledged to secure the Applicable Secured Obligations as and when required by Section 5.08; (d) Sales of accounts receivable or interests therein in Securitization Transactions permitted under Sections 6.01(g) and (r); (e) Sales of assets in Sale and Leaseback Transactions permitted under Section 6.03; (f) Sales of any Equity Interests in any Person that is not a Subsidiary; (g) Sales to Persons other than Goodyear or any Subsidiary of assets listed on Schedule 6.06; provided that (i) at least 50% of the consideration received in each such Sale of the assets listed on Part I of Schedule 6.06 shall consist of cash and (ii) at least 52 75% of the consideration received in each such other Sale listed on Part II of Schedule 6.06 shall consist of cash; (h) Sales to the extent the aggregate value of the consideration received in any such Sale or series of related Sales does not exceed $10,000,000; (i) Investments expressly permitted by Section 6.05; and (j) Sales (other than Sales of accounts receivable or inventory) that are not permitted by any other clause of this Section 6.06; provided that (i) the aggregate consideration received in respect of all such Sales in reliance upon this clause (j) shall not exceed $250,000,000 in the aggregate, (ii) the aggregate consideration received in respect of all such Sales by the European J.V. and the J.V. Subsidiaries shall not exceed $125,000,000 in the aggregate, (iii) all Sales permitted pursuant to this clause (j) shall be made for fair value, as reasonably determined by Goodyear, and (iv) at least 75% of the consideration received in each such Sale shall consist of cash. SECTION 6.07. Restricted Payments. (a) Each of Goodyear and the European J.V. and each other Borrower will not, and will not permit any of its respective Consolidated Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (i) Goodyear may declare and pay dividends payable solely in additional shares of its common stock, (ii) so long as no Event of Default shall exist, Goodyear may declare and pay cash dividends and other regularly scheduled distributions on shares of its Permitted Preferred Stock, (iii) the European J.V. may declare and pay cash dividends ratably with respect to its Equity Interests in an aggregate amount not to exceed $60,600,000 in fiscal year 2003 and thereafter 100% of cumulative Consolidated Net Income of the European J.V. after January 1, 2003, (iv) Subsidiaries (other than the European J.V.) may make Restricted Payments ratably with respect to their Equity Interests, (v) Goodyear may make Restricted Payments pursuant to and in accordance with stock option or rights plans or other benefit plans for management, employees, directors or consultants of Goodyear or any Subsidiary and (v) Goodyear and its Subsidiaries may make Investments expressly permitted under Section 6.05(j). (b) Each of Goodyear and the European J.V. and each other Borrower will not, nor will it permit any of its respective Consolidated Subsidiaries to, make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property), except payments or distributions made in common stock of Goodyear to any Person other than Goodyear or a Subsidiary in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancelation or termination of any Indebtedness of Goodyear or any Subsidiary, except: (i) payments and prepayments under this Agreement (ratably in accordance with the Commitments of the Lenders) and the other New Facilities Credit Agreements; (ii) regularly scheduled and other mandatory interest and principal payments (including pursuant to sinking fund requirements) as and when due in respect of any Indebtedness; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01(m), including the payment of customary fees, costs and expenses in connection therewith, and 53 including additional cash payments in an aggregate amount for all such refinancings not to exceed, in the case of any refinancing, 5% of the principal amount being refinanced; and (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness. SECTION 6.08. Transactions with Affiliates. The European J.V. will not, nor will it permit any J.V. Subsidiary to, and Goodyear will not permit Luxembourg Finance or any subsidiary of Luxembourg Finance to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business that are consistent with past practices or are at prices and on terms and conditions no less favorable to the European J.V., such J.V. Subsidiary, Luxembourg Finance or such subsidiary of Luxembourg Finance than could be obtained on an arm's-length basis from unrelated third parties in the reasonable judgment of the European J.V., (b) transactions between or among the European J.V. and the J.V. Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.07. SECTION 6.09. Capital Expenditures. (a) Goodyear and the Subsidiaries will not make Capital Expenditures in any period set forth below in an amount greater than (x) the sum of (i) the amount set forth below for such period and each prior period plus (ii) that portion of the aggregate Net Cash Proceeds from New Facilities Prepayment Events after the date hereof that shall not have been required to be applied to prepay loans under any of the New Facilities Credit Agreements (and shall not have been used to make Investments under Section 6.05(e) in excess of the $100,000,000 limitation set forth therein) minus (y) the aggregate amount of Capital Expenditures made during any prior period set forth below:

Period Capital Expenditure Amount ------ -------------------------- 1/1/03 through 12/31/03 $360,000,000 1/1/04 through 12/31/04 $500,000,000 1/1/05 through Maturity Date $200,000,000

(b) The European J.V. and the J.V. Subsidiaries will not, make Capital Expenditures in any period set forth below in an amount greater than (x) the sum of (i) the amount set forth below for such period and each prior period plus (ii) that portion of the aggregate Net Cash Proceeds for Prepayment Events after the date hereof that shall not have been required to be applied to prepay Term Loans under this Agreement (and shall not have been applied to make Investments under Section 6.05(e) in excess of the $100,000,000 limitation set forth therein) minus (y) the aggregate amount of Capital Expenditures made by the European J.V. and the J.V. Subsidiaries made during any prior period set forth below:

Period Capital Expenditure Amount ------ -------------------------- 1/1/03 through 12/31/03 $180,000,000

54 1/1/04 through 12/31/04 $250,000,000 1/1/05 through Maturity Date $100,000,000 SECTION 6.10. Interest Expense Coverage Ratio. Goodyear will not permit the ratio of (x) Consolidated EBITDA of Goodyear to (y) Consolidated Interest Expense of Goodyear, for any period of four consecutive fiscal quarters to be less than 2.25 to 1.00. SECTION 6.11. Consolidated Net Worth. Goodyear will not permit its Consolidated Net Worth at the end of any fiscal quarter to be less than the amount set forth below for such date.

Fiscal Quarter Ending Minimum Amount - --------------------- -------------- March 31, 2003 $2,800,000,000 June 30, 2003 $2,800,000,000 September 30, 2003 $2,800,000,000 December 31, 2003 $2,800,000,000 March 31, 2004 $2,500,000,000 June 30, 2004 $2,500,000,000 September 30, 2004 $2,500,000,000 December 31, 2004 $2,500,000,000 March 31, 2005 $2,000,000,000

SECTION 6.12. Senior Secured Indebtedness Ratio. Goodyear will not at any date permit the ratio of (a) Consolidated Senior Secured Indebtedness at such date to (b) Consolidated EBITDA for the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.01(a) or (b), to be greater than 4.00 to 1.00. SECTION 6.13. Sumitomo Ownership. Goodyear will not enter into any agreement, or agree to amend, modify or waive any existing agreement between it and Sumitomo Rubber Industries or any organizational document of the European J.V., if the effect therof is to permit Sumitomo Rubber Industries to sell, transfer or otherwise dispose of any of the issued and outstanding capital stock of the European J.V. owned by Sumitomo Rubber Industries to any Person other than Goodyear or a Wholly Owned Subsidiary of Goodyear. 55 ARTICLE VII Events of Default and CAM Exchange SECTION 7.01. Event of Default. If any of the following events ("Events of Default") shall occur: (a) any Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section) payable under this Agreement or any other Credit Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of (i) in the case of fees and interest payable under Sections 2.09 and 2.10, respectively, five Business Days, and (ii) in the case of any other fees, interest or other amounts (other than those referred to in paragraph (a) above), five Business Days after the earlier of (A) the day on which a Financial Officer first obtains knowledge of such failure and (B) the day on which written notice of such failure shall have been given to the European J.V. by the Administrative Agent or any Lender; (c) any representation or warranty made or deemed made by or on behalf of Goodyear or the European J.V. or any other Borrower or any J.V. Loan Party in any Credit Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect when made or deemed made in any respect material to the rights or interests of the Lenders under the Credit Documents; (d) Goodyear or the European J.V. or any other Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to any Borrower's existence) or 5.08 or in Article VI; (e) any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in any Credit Document (other than those specified in clauses (a), (b) and (d) of this Section), and such failure shall continue unremedied for a period of 30 days after written notice thereof from the Administrative Agent to the European J.V. (which notice will be given at the request of any Lender); provided, that the failure of any Credit Party to perform any covenant, condition or agreement made in any Credit Document (other than this Agreement (except the agreements under Section 5.01(f)) shall not constitute an Event of Default unless such failure shall be (i) wilful or (ii) material to the rights or interests of the Lenders under the Credit Documents; (f) Goodyear or any Consolidated Subsidiary of Goodyear shall fail to make any payment of principal in respect of any Material Indebtedness at the scheduled due date thereof and such failure shall continue beyond any applicable grace period, or any event or condition occurs that results in any Material Indebtedness (other than any Securitization Transaction existing on the date hereof) becoming due or being required to be prepaid, repurchased, redeemed, defeased or terminated prior to its scheduled maturity; provided that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness in accordance with the terms and conditions of this Agreement or (ii) 56 Material Indebtedness of any Foreign Subsidiary if Goodyear is unable, due to applicable law restricting Investments in such Foreign Subsidiary, to make an Investment in such Foreign Subsidiary to fund the payment of such Material Indebtedness; (g) any event or condition occurs that continues beyond any applicable grace period and enables or permits the holder or holders of any Material Indebtedness (other than (i) any Securitization Transaction existing on the date hereof and (ii) any Material Indebtedness of any Foreign Subsidiary in an aggregate principal amount that is less than $50,000,000) or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption, defeasance or termination thereof, prior to its scheduled maturity; provided that (i) no Event of Default shall occur under this paragraph (g) as a result of any event or condition relating to the ABL Credit Agreement or any Securitization Transaction, other than any default in the payment of principal or interest thereunder that does not result from a change in borrowing base eligibility criteria or reserves made by the administrative agent thereunder as to which there is good faith disagreement and (ii) this clause (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness in accordance with the terms and conditions of this Agreement or (ii) Material Indebtedness of any Foreign Subsidiary if Goodyear is unable, due to applicable law restricting Investments in such Foreign Subsidiary, to make an Investment in such Foreign Subsidiary to fund the payment of such Material Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization, bankruptcy, moratorium, suspension of payment or other relief in respect of Goodyear, any Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee in bankruptcy, custodian, sequestrator, conservator or similar official for Goodyear, any Borrower or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) Goodyear, any Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization, bankruptcy, moratorium, suspension of payment or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee in bankruptcy, custodian, sequestrator, conservator or similar official for Goodyear, any Borrower or any Material Subsidiary or for a substantial part of its assets, (iv) make a general assignment for the benefit of creditors or (v) take any action for the purpose of effecting any of the foregoing; (j) Goodyear, any Borrower or any Material Subsidiary shall admit in writing its inability or fail generally to pay its debts as they become due; (k) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would be materially likely to result in a Material Adverse Change; 57 (l) Liens created under the Security Documents shall not be valid and perfected Liens on a material portion of the Collateral; (m) any Guarantee of the Obligations under the Guarantee and Collateral Agreement shall fail to be a valid, binding and enforceable Guarantee of one or more Subsidiary Guarantors where such failure would constitute or be materially likely to result in a Material Adverse Change; or (n) a Change in Control shall occur; then, and in every such event (other than an event with respect to Goodyear or any Borrower described in clause (h) or (i) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Majority Lenders shall, by notice to the European J.V., take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the European J.V. and the other Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Goodyear and each Borrower; and in case of any event with respect to Goodyear or any Borrower described in clause (h) or (i) of this Section, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Goodyear and each Borrower. SECTION 7.02. CAM Exchange. On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01 and (ii) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations under each Class of Loans such that, in lieu of the interests of each Lender in the Designated Obligations under each Class of Loans in which it shall participate as of such date (including the principal, interest and fee obligations of each Borrower in respect of the Loans within each such Class), such Lender shall own an interest equal to such Lender's CAM Percentage in the Designated Obligations under each such Class of Loans (including the principal, interest and fee obligations of each Borrower in respect of the Loans within each such Class). Each Lender, each person acquiring a participation from any Lender as contemplated by Section 9.04, Goodyear and each Borrower hereby consents and agrees to the CAM Exchange. After the CAM Exchange Date, Goodyear, each Borrower and each Lender agrees from time to time to execute and deliver to the Agents all such promissory notes and other instruments and documents as the Agents shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Goodyear or any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. 58 ARTICLE VIII The Agents Each of the Lenders hereby irrevocably appoints the Agents as its agents and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to the Agents by the terms hereof and of the other Credit Documents, together with such actions and powers as are reasonably incidental thereto. The bank or banks serving as the Agents hereunder shall have the same rights and powers in their capacity as Lenders as any other Lender and may exercise the same as though they were not Agents, and such bank or banks and their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Goodyear or any Subsidiary or other Affiliate thereof as if they were not Agents hereunder. The Agents shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing (a) the Agents shall not (save as expressly set out in any Credit Document) be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agents are required to exercise in writing by the Majority Lenders, and (c) except as expressly set forth herein, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information communicated to the Agents by or relating to Goodyear or any Subsidiary. The Agents shall not be liable for any action taken or not taken by them with the consent or at the request of the Majority Lenders or the Lenders, as the case may be, or in the absence of their own gross negligence or wilful misconduct. In addition, the Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Agents by Goodyear, the European J.V. or a Lender, and the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agents. The Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by them to be genuine and to have been signed or sent by the proper Person. The Agents also may rely upon any statement made to them orally or by telephone and believed by them to be made by the proper Person, and shall not incur any liability for relying thereon. The Agents may consult with legal counsel (who may be counsel for Goodyear or the European J.V.), independent accountants and other experts selected by them with reasonable care, and shall not be liable for any action taken or not taken by them in accordance with the advice of any such counsel, accountants or experts. The Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the Agents. The Agents and any such sub-agent may perform any and all their duties and exercise their rights and powers through 59 their respective Affiliates. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Affiliates of the Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time by notifying the Lenders and the European J.V.. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor with the European J.V.'s written consent (which shall not be unreasonably withheld or delayed and shall not be required from the European J.V. if an Event of Default has occurred and is continuing). If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, with the European J.V.'s written consent (which shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing), appoint a successor Agent which shall be a bank or an Affiliate thereof, in each case with a net worth of at least $1,000,000,000 and an office in New York, New York. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent's resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Each Lender acknowledges that it has, independently and without reliance upon the Agents 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 Agents 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. Notwithstanding any other provision contained herein, (a) each Lender (i) acknowledges that the Administrative Agent is not acting as an agent of Goodyear or any Borrower and that neither Goodyear nor any Borrower will not be responsible for acts or failures to act on the part of the Administrative Agent and (ii) exempts each Agent from the restrictions set forth in Section 181 of the German Civil Code (Burgerliches Gesetzbuch) and (b) the Syndication Agent shall not, in its capacity as such, have any responsibilities under this Agreement or the other Credit Documents. ARTICLE IX Miscellaneous SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or e-mail, as follows: (i) if to Goodyear, to it at 1144 East Market Street, Akron, Ohio, 44316-0001, Attention of the Treasurer (Telecopy No. (330) 796-1021 or (330) 796-8836); 60 (ii) if to the European J.V., to it, or if to any other Borrower to it in care of the European J.V., in each case at Park Lane Cullinganlaan 2A, 1831 Diegem, Belgium, Attention of Chief Financial Officer (Telecopy No. (32)-276-11873), in each case with a copy to Goodyear as described in clause (i) above; (iii) if to the Administrative 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); and (iv) if to a Lender, to it at its address (or telecopy number or e-mail address) set forth in Schedule 2.01 or its Administrative Questionnaire. (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent Goodyear, the European J.V. or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address, telecopy number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. SECTION 9.02. Waivers; Amendments. (a) No failure or delay by any of the Agents or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by Goodyear, the European J.V. or any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default at the time. (b) Neither this Agreement nor any other Credit Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Goodyear, the Borrowers and the Majority Lenders or, in the case of any other Credit Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent or the Collateral Agent and the Credit Party or Credit Parties that are parties thereto, in each case with the consent of the Majority Lenders; provided that no such agreement shall (i) increase or extend the expiration date of the Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive all or part of the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fee payable hereunder, without the prior written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or date for the 61 payment of any interest on any Loan or any fee, or reduce the amount of, waive or excuse any such payment, without the prior written consent of each Lender adversely affected thereby, (iv) release all or substantially all the Credit Parties from their Guarantees under the Guarantee and Collateral Agreement, or release all or substantially all the Collateral from the Liens of the Security Documents, without the written consent of each Lender, (v) change any provision of the Guarantee and Collateral Agreement or any other Security Document to alter the amount or allocation of any payment to be made to the Secured Parties without the consent of each adversely affected Lender, (vi) change Section 2.15 in a manner that would alter the pro rata sharing of any payment without the written consent of each Lender adversely affected thereby, (vii) change any of the provisions of this Section or the definition of "Majority Lenders" or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (viii) change any provision of any Credit Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently from those holding Loans of the other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of the affected Class; provided further, however, that any amendment, modification or waiver or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Lenders) or the Term Lenders (but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered into by Goodyear, the Borrowers and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. (c) Notwithstanding anything in paragraph (b) of this Section to the contrary, this Agreement and the other Credit Documents may be amended on one occasion to establish one or more new Classes of Term Loans and/or Revolving Commitments by converting the currency in which existing Term Loans or existing Revolving Commitments are denominated from dollars to like amounts of euro (based on exchange rates prevailing at or about the date of such conversion, as determined based on a reference page to be agreed upon), by an agreement in writing entered into by each applicable Borrower, the Administrative Agent, the Collateral Agent and each Lender that shall agree to such conversion of all or part of its Revolving Commitment or Term Loans and treating such converted Term Loans and/or Revolving Commitments, as applicable, as one or more new Classes. Any such agreement shall amend the provisions of this Agreement and the other Credit Documents to set forth the terms of each Class of Term Loans or Revolving Commitments established thereby and to effect such other changes (including changes to the provisions of this Section, Section 2.15 and the definition of "Majority Lenders") as the Borrower and the Administrative Agent shall deem necessary or advisable in connection with the establishment of any such Class; provided that no such agreement shall (i) effect any change described in any of clauses (i), (ii), (iv), (v) or (vii) of paragraph (b) of this Section without the consent of each Person required to consent to such change under such clause (it being agreed, however, that any conversion of the currency in which Revolving Commitments or Term Loans are denominated or the establishment of any Class of Revolving Commitments or Term Loans in connection therewith and the amendments in connection therewith that are referred to in this paragraph will not, of themselves, be deemed to effect any of the changes described in clauses (i) through (vii) of such paragraph (b)), (ii) amend Article V, VI or VII to establish any affirmative or negative covenant, Event of Default or remedy that by its terms benefits one or more Classes, but not all Classes, of Loans or Borrowings without the prior written consent of Lenders holding a majority in interest of the Loans and Commitments of each Class not so benefited or (iii) change any other provision of this Agreement or any other Credit Document that creates rights in favor of Lenders holding Loans or Commitments of any existing Class, other than as necessary or 62 advisable in the judgment of the Administrative Agent to cause such provision to take into account, or to make the benefits of such provision available to, Lenders holding Term Loans of such new Class or such new Class of Revolving Commitments. The Loans, Commitments and Borrowings of any Class established pursuant to this paragraph shall constitute Loans, Commitments and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Guarantee and Collateral Agreement and the Security Documents supporting the respective Classes of Loans of the applicable Borrower or Borrowers, as the case may be. At any time the Borrower wishes to establish a new Class of Term Loans or Revolving Commitments pursuant to this paragraph, the Borrower shall offer each Lender the opportunity to convert its Term Loans or Revolving Commitments, as applicable. If a greater amount is tendered for conversion than the Borrower wishes to convert, the Term Loans or Revolving Commitments, as applicable, of each tendering Lender shall be accepted for conversion on a pro rata basis based on the percentage of all the Term Loans or Revolving Commitments, as applicable, tendered by all Lenders represented by the amount tendered by such Lender. SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The European J.V. shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents, the Arranger and their Affiliates (including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Agents and the Arranger, and Allen & Overy and other local and foreign counsel for the Agents and Arranger, limited to one per jurisdiction, in connection with the Security Documents and the creation and perfection of the Liens created thereby and other local and foreign law matters) in connection with the arrangement and syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Agents or any Lender, including the fees, charges and disbursements of any counsel for the Agents or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans. The European J.V. shall pay all out-of-pocket expenses incurred by the Collateral Agent in connection with the creation and perfection of the security interests contemplated by this Agreement, including all filing, recording and similar fees and, as more specifically set forth above, the reasonable fees and disbursements of counsel (including local counsel in each relevant jurisdiction). (b) The European J.V. shall indemnify the Administrative Agent, the Arranger, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by or asserted against any Indemnitee and arising out of (i) the execution or delivery of this Agreement or any Credit Document or agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations or the exercise by the parties hereto of their rights hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the European J.V. or any of its Subsidiaries, or any Environmental Liability related in any way to the European J.V. or any of its Subsidiaries, or (iv) any claim, litigation, investigation or 63 proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses shall have resulted from the gross negligence or wilful misconduct of such Indemnitee or the breach by such Indemnitee of obligations set forth herein or in any other Credit Document. (c) To the extent that the European J.V. fails to pay any amount required to be paid by it to any Agent or Arranger under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent or Arranger, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or Arranger in its capacity as such. SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, the Indemnitees and their respective successors and assigns permitted hereby, except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, Indemnitees, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Arranger, and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (including any CLO or other Approved Fund) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the European J.V.; provided that no consent of the European J.V. shall be required for an assignment to a Lender, an Affiliate of a Lender (other than an Approved Fund or CLO), a Federal Reserve Bank or, if an Event of Default has occurred and is continuing, any other assignee; provided further that the consent of the European J.V. shall be required for an assignment by any Revolving Lender to any Person (other than a Revolving Lender); and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender, an Affiliate of a Lender, a Federal Reserve Bank or an Approved Fund; provided further that the consent of the Administrative Agent shall be required for an assignment by any Revolving Lender to any Person (other than a Revolving Lender). (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitment of the assigning Lender subject to each such assignment 64 (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 or, if smaller, the entire remaining amount of the assigning Lender's Commitment unless each of the European J.V. and the Administrative Agent shall otherwise consent, provided (i) that no such consent of the European J.V. shall be required if an Event of Default has occurred and is continuing and (ii) in the event of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, all such concurrent assignments shall be aggregated in determining compliance with this subsection; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that in the event of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, only one such fee shall be payable; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including those specified under Section 9.15), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. Each assignment hereunder shall be deemed to be an assignment of the related rights under the Guarantee and Collateral Agreement. (iv) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire 65 (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (vi) By executing and delivering an Assignment and Assumption, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Commitment and the outstanding balances of its Loans, in each case without giving effect to assignments thereof that have not become effective, are as set forth in such Assignment and Assumption; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the foregoing, or the financial condition of the Credit Parties or the performance or observance by the Credit Parties of any of their obligations under this Agreement or under any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; (iii) each of the assignee and the assignor represents and warrants that it is legally authorized to enter into such Assignment and Assumption; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of any amendments or consents entered into prior to the date of such Assignment and Assumption and copies of the most recent financial statements delivered pursuant to Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Agents to take such action as agents on its behalf and to exercise such powers under this Agreement and the other Credit Documents as are delegated to them by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations that by the terms of this Agreement are required to be performed by it as a Lender. (vii) Upon any assignment pursuant to this Section 9.04(b), the European J.V. (or the Administrative Agent, at the expense of the European J.V.) shall promptly notify each Subsidiary Guarantor organized under the laws of the Republic of France of such assignment by bailiff (hussier) in accordance with Article 1690 of the French Civil Code. If such assignment is made without the European J.V.'s consent, the Administrative Agent shall provide prompt written notice of such assignment to the European J.V. (viii) For the purposes of Article 1278 et seq. of the French Civil Code, each party hereto agrees that upon any novation under this Section 9.04(b), the security interests created and Guarantees made pursuant to the Security Documents shall be preserved for the benefit of the assignee and the other Lenders. (ix) For the purposes of Italian law only, any assignment made under an Assignment and Assumption shall be deemed to constitute a cessione del contratto. Furthermore, 66 the European J.V. hereby expressly consents to any assignment pursuant to this Section 9.04(b) by any Revolving Lender to any other Revolving Lender. (c) (i) Any Lender may, without the consent of Goodyear, the European J.V., any other Borrower or the Administrative Agent, sell participations to one or more banks or other entities (each a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that affects such Participant and that, under Section 9.02, would require the consent of each affected Lender. Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.15(d) as though it were a Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the European J.V.'s prior written consent, which consent shall specifically refer to this exception. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the European J.V. is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the European J.V., to comply with Section 2.14(e) as though it were a Lender. (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by Goodyear, the European J.V. and each other Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.12, 2.13, 2.14 and 9.03 and Article IX shall survive and 67 remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof. SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective as provided in Section 4.01. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. No failure to obtain any approval required for the effectiveness of any provision of this Agreement shall affect the validity or enforceability of any other provision of this Agreement. SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing and the Loans shall have become due and payable pursuant to Article VII, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Borrower against any of and all the obligations of such Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York. (b) Goodyear, the European J.V. and each other Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. 68 (c) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. SECTION 9.12. Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors who have been informed of the confidential nature of such Information and instructed to keep such Information confidential, (b) to the extent requested by any regulatory authority (including the NAIC), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) to the extent necessary or advisable in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Goodyear or any Borrower and its obligations, (g) with the written consent of Goodyear or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Agent or any Lender on a nonconfidential basis from a source other than Goodyear. For the purposes of this Section, "Information" means all information received from Goodyear or Persons acting on its behalf relating to Goodyear or its business, other than any such information that is available to any Agent or any Lender prior to disclosure by Goodyear on a nonconfidential basis from a source other than Goodyear that is not known by the recipient to be bound by a confidentiality agreement or other obligation of confidentiality with respect to such information. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative or other agent of such party) 69 may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, but no party shall disclose any information relating to such tax treatment or tax structure to the extent nondisclosure is necessary in order to comply with applicable securities laws. SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Alternate Base Rate to the date of repayment, shall have been received by such Lender. SECTION 9.14. Security Documents. Each Lender hereby authorizes and directs the Collateral Agent to execute and deliver the Guarantee and Collateral Agreement and each other Security Document. Each Lender, by executing and delivering this Agreement, acknowledges receipt of a copy of the Guarantee and Collateral Agreement and approves and agrees to be bound by and to act in accordance with the terms and conditions of the Guarantee and Collateral Agreement and each other Security Document, specifically including (i) the provisions of Section 6.03 of the Guarantee and Collateral Agreement (governing the distribution of proceeds realized from the exercise of remedies under the Security Documents), (ii) the provisions of Article VIII of the Guarantee and Collateral Agreement (governing the manner in which Acts of the Secured Parties are to be evidenced and the manner in which the amounts of the Obligations and the other Obligations (as defined in the Guarantee and Collateral Agreement) are to be determined at any time), (iii) the provisions of Articles IX and X of the Guarantee and Collateral Agreement (relating to the duties and responsibilities of the Collateral Agent and providing for the indemnification and the reimbursement of expenses of the Collateral Agent by the Lenders), (iv) the provisions of Article XI of the Guarantee and Collateral Agreement (providing for the subordination of certain Junior Liens (as defined therein) in favor of the Secured Parties to the Applicable Senior Liens (as defined therein)) and (v) the provisions of Section 13.13 of the Guarantee and Collateral Agreement (providing for releases of Guarantees of and Collateral securing the Obligations). Each party hereto further agrees that the parties to the other Security Documents shall perform their obligations thereunder in accordance with the foregoing provisions of the Guarantee and Collateral Agreement. SECTION 9.15. Collateral Agent as Joint and Several Creditor. (a) Each Secured Party and each Credit Party agrees that the Collateral Agent shall be the joint and several creditor (together with the relevant other Secured Parties) of each and every payment obligation of each Credit Party towards each of the Secured Parties under the Credit Documents or under any Swap Agreement or arising out of or in connection with cash management or other similar services provided by any Secured Party and that accordingly the Collateral Agent will have its own independent rights to demand from each Credit Party in satisfaction of those obligations and shall hold any security interest created pursuant to any Security Document to secure those 70 obligations in its own name, and not solely as agent or mandatory (lasthebber) for the Secured Parties, with full and unrestricted entitlement to and authority in respect of such security interest; provided that it is expressly acknowledged that any discharge of any payment obligation to either of the Collateral Agent or the relevant Secured Parties shall to the same extent discharge the corresponding obligation owing to the other. (b) Without limiting or effecting the Collateral Agent's rights against each Credit Party (whether under this Section 9.15 or on any other provisions of the Credit Documents) the Collateral Agent agrees with each Secured Party that it will not exercise its right as joint and several creditor with such Secured Party except with the prior written consent of such Secured Party; provided, however, that for the avoidance of doubt, nothing in this sentence in any way limits the Collateral Agent's rights to act in the protection or preservation of rights under or to enforce any Security Document as contemplated by this Agreement and the relevant Security Documents. Any amounts recovered by the Collateral Agent as a result of the operation of this Section 9.15 shall be held for the benefit of the applicable Secured Party or Secured Parties to be applied in accordance with the provisions hereof and of the Security Documents. SECTION 9.16. Conversion of Currencies. (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given. (b) The obligations of Goodyear or any Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the "Applicable Creditor") shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than the currency in which such sum is stated to be due hereunder (the "Agreement Currency"), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, each of Goodyear and each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of Goodyear and the Borrowers contained in this Section 9.15 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder. SECTION 9.17. Dutch Banking Act. (a) On the date of this Agreement (i) if the European JV is a credit institution (kredietinstelling) under the Dutch Banking Act, it is in compliance with the applicable provisions of the Dutch Banking Act and any implementing regulations including, but not limited to, the Dutch Exemption Regulation; and (ii) each Person which is a Lender under this Agreement is either (A) a Professional Market Party under the Dutch Exemption Regulation or (B) exempted from the re-quirement to be a Professional Market Party because it forms part of a closed circle (besloten kring) with the European J.V.. (b) At the time of each assignment under Section 9.04, if at the time thereof it is a requirement of Dutch law, the assignee shall be a Professional Market Party. If on the date of an assignment, it is a requirement of Dutch law that an assignee must be a Professional Market Party, the European J.V. must make the representation that it has verified the status of each person which is a Lender under this Agreement either as (i) a Professional Market Party under the 71 Dutch Exemption Regulation; or (ii) exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (besloten kring) with the European J.V. On the date that an assignee becomes party to this Agreement as a Lender that Lender hereby represents and warrants that on that date it is either (A) a Professional Market Party under the Dutch Exemption Regulation; or (B) exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (besloten kring) with the European J.V., as evidenced by a verification letter delivered to the European J.V. in substantially the form attached hereto as Exhibit G (c) For purposes of this Section 9.17: (i) "Professional Market Party" means a professional market party (professionele marktpartij) under the Dutch Exemption Regulation which includes only (a) banks, insurance companies, securities firms, investment institutions and pension funds that are (i) supervised or licensed under Dutch law or (ii) established and acting under supervision in a European Union member state (other than the Netherlands), Hungary, Monaco, Poland, Puerto Rico, Saudi Arabia, Slovakia, Czech Republic, Turkey, South Korea, the United States of America, Japan, Australia, Canada, Mexico, New Zealand or Switzerland; (b) investment institutions which offer their participation rights exclusively to professional market parties and are not required to be supervised or licensed under Dutch law; (c) the State of the Netherlands, the Dutch Central Bank, a foreign central government body, a foreign central bank, Dutch regional and local governments and comparable foreign de-centralised government bodies, international treaty organisations and supranational organisations; (d) enterprises or entities with total assets of at least EUR500,000,000 (or the equivalent thereof in another currency) as per the balance sheet as of the year end preceding the obtaining of the repayable funds; (e) enterprises, entities or individuals with net assets (eigen vermogen) of at least EUR10,000,000 (or the equivalent thereof in another currency) as of the year end preceding the obtaining of the repayable funds who or which have been active in the financial markets on average twice a month over a period of at least two consecutive years preceding the obtaining of the repayable funds; (f) subsidiaries of the entities referred to under (a) above provided such subsidiaries are subject to supervision; and (g) an enterprise or institution that has a rating from a rating agency that in the opinion of the Dutch Central Bank is an expert or that issues securities that have a rating from a rating agency that in the opinion of the Dutch Central Bank is an expert. (ii) "Dutch Banking Act" means the Dutch Act on the Supervision of the Credit System 1992 (Wet Toezicht Kredietwezen 1992), as amended from time to time. (iii) "Dutch Exemption Regulation" means the Exemption Regulation of the Minister of Finance of June 26, 2002 (Vrijstellingsregeling WtK 1992), as amended from time to time. SECTION 9.18. Power of Attorney. Each Lender hereby (i) authorizes the Collateral Agent to execute and deliver, on behalf of and in the name of such Lender, all and any Credit Documents (including without limitation Security Documents) and related documentation, (ii) authorizes the Collateral Agent to appoint any further agents or attorneys to execute and deliver, or otherwise to act, on behalf of and in the name of the Collateral Agent for any such purpose, (iii) authorizes the Collateral Agent to do any and all acts and to make and receive all declarations which are deemed necessary or appropriate to the Collateral Agent. The Lenders hereby relieve the Collateral Agent from 72 the self-dealing restrictions imposed by Section 181 of the German Civil Code and the Collateral Agent may also relieve agents and attorneys appointed pursuant to the powers granted under this Section 9.18 from the restrictions imposed by Section 181 of the German Civil Code. For the purposes of Italian law, each Lender expressly authorizes the Collateral Agent (and any agents and attorneys appointed under this Section 9.18) to act under a conflict of interest and self-dealing (including, but not limited to a situation in which the Collateral Agent acts simultaneously in the name and/or on behalf (a) of any Secured Party, on the one hand, and (b) of any Credit Party, on the other hand) solely in relation to this Agreement, the Master Guarantee and Collateral Agreement and the other Security Documents. Any attorney appointed by the Collateral Agent pursuant to this Section 9.18 may grant sub-power to a sub-attorney in the same scope IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY, by /s/ Stephanie W. Bergeron ------------------------------------------- Name: Title: GOODYEAR DUNLOP TIRES EUROPE B.V., by ___________________________________________ Name: Title: GOODYEAR DUNLOP TIRES GERMANY GMBH, by ___________________________________________ Name: Title: GOODYEAR GMBH & CO KG, by ___________________________________________ Name: Title: DUNLOP GMBH & CO KG, by ___________________________________________ Name: Title: IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY, by ___________________________________________ Name: Title: GOODYEAR DUNLOP TIRES EUROPE B.V., by /s/ Phillips Regnault /s/ Errol Scialom ------------------------------------------- Name: Phillips Regnault Errol Scialom Title: Director Director GOODYEAR DUNLOP TIRES GERMANY GMBH, by ___________________________________________ Name: Title: GOODYEAR GMBH & CO KG, by ___________________________________________ Name: Title: DUNLOP GMBH & CO KG, by ___________________________________________ Name: Title: 73 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY, by ___________________________________________ Name: Title: GOODYEAR DUNLOP TIRES EUROPE B.V., by ___________________________________________ Name: Title: GOODYEAR DUNLOP TIRES GERMANY GMBH, by /s/ Gerhard Grunenwald ------------------------------------------- Name: Gerhard Grunenwald Title: General Manager by /s/ Gottried Hess ------------------------------------------- Name: Gottfried Hess Title: General Manager GOODYEAR GMBH & CO KG, by /s/ Gerhard Grunenwald ------------------------------------------- Name: Gerhard Grunenwald Title: General Manager by /s/ Gottfried Hess ------------------------------------------- Name: Gottfried Hess Title: General Manager 74 DUNLOP GMBH & CO KG, by /s/ Gerhard Grunenwald ------------------------------------------- Name: Gerhard Grunenwald Title: General Manager by /s/ Gottfried Hess ------------------------------------------- Name: Gottfried Hess Title: General Manager GOODYEAR LUXEMBOURG TIRES SA, by ___________________________________________ Name: Title: JPMORGAN CHASE BANK, individually and as Administrative Agent and Collateral Agent, by /s/ B. Joseph Lillis ------------------------------------------- Name: Title: LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: ABN AMRO Bank N.V. by /s/ Neil J. Bivona -------------------------------------------- Name: Neil. J. Bivona Title: Senior Vice President /s/ David W. Stack -------------------------------------------- Name: David W. Stack Title: Group Vice President LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: Banca Intesa S.p.A., New York Branch by /s/ Frank Maffei ----------------------------------- Name: Frank Maffei Title: Vice President by /s/ Massimo Fiore ----------------------------------- Name: Massimo Fiore Title: Assistant Vice President LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication 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/ Leonardo Valentini -------------------------------------------- Name: Leonardo Valentini Title: First Vice President LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: Bank of America by /s/ Thomas Biaggi ----------------------------------- Name: Thomas Biaggi Title: Managing Director LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: The Bank of East Asia, Limited, New York Branch by /s/ Jay F. Chen ----------------------------------- Name: Jay F. Chen Title: Head of Credit by /s/ Peng Wah Tang ----------------------------------- Name: Peng Wah Tang Title: General Manager LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: THE BANK OF NEW YORK by /s/ John M. Lokay, Jr. ----------------------------------- Name: John M. Lokay, Jr. Title: Vice President LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: Bank One, NA by /s/ Gaye C. Plunkett ----------------------------------- Name: Gaye C. Plunkett Title: First Vice President LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: BANK OF TOYKO-MITSUBISHI TRUST COMPANY by /s/ Spencer Hughes -------------------------------------------- Name: Spencer Hughes Title: Vice President LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: BARCLAYS BANK PLC by /s/ Nicholas Bell -------------------------------------------- Name: Nicholas Bell Title: Director LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: BAYERISCHE HYPO-UND VEREINSBANK, AG NEW YORK BRANCH by /s/ Ken Hamilton /s/ Richard Cordover ---------------- -------------------- Name: Ken Hamilton Name: Richard Cordover Title: Director Title: Director LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. BNP PARIBAS By /s/ Frederick H. Moryl, Jr. ---------------------------------------------- Name: Frederick H. Moryl, Jr. Title: Managing Director By /s/ Peter Labrie ------------------------------------- Name: Peter Labrie Title: Central Region Manager LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: CIBC Inc. by /s/ Charles D. Mulkeen ----------------------------------- Name: Charles D. Mulkeen Title: Executive Director LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: Citibank, N.A. by /s/ Jonathan D. Calder -------------------------------------------- Name: Jonathan D. Calder Title: V.P. LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: Citicorp USA, Inc by /s/ Brian Ike ----------------------------------- Name: Brian Ike Title: Director LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. COMMERZEBANK Aktiengesellschaft Name of Institution: Cologne Branch by /s/ Guido Vos /s/ Konrad Noltenhans ----------------------------------------------------- Guido Vos Konrad Noltenhans (Vice President) (Vice President) LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: Credit Lyonnais New York Branch by /s/ Guido Van Hauwermeiren -------------------------------------------- Name: Guido Van Hauwermeiren Title: Senior Vice President LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: Credit Suisse First Boston, Cayman Islands Branch by /s/ Mark E. Gleason -------------------------------------------------- Name: Mark E. Gleason Title: Director by /s/ Cassandra Droogan ------------------------------------------------- Name: Cassandra Droogan Title: Associate LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. DEUTSCHE BANK AG, NEW YORK BRANCH by /s/ Michael Dietz ----------------------------------- Name: Michael Dietz Title: Director by /s/ Hans-Josef Thiele ----------------------------------- Name: Hans-Josef Thiele Title: Director LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. DRESDNER BANK AG NEW YORK AND Name of Institution: GRAND CAYMAN BRANCHES by /s/ Richard J. Sweeney -------------------------------------------------- Name: Richard J. Sweeney Title: Vice President by /s/ Sanjeev Malhotra -------------------------------------------------- Name: Sanjeev Malhotra Title: Associate LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: Fifth Third Bank by /s/ Martin H. McGinty -------------------------------------------- Name: Martin H. McGinty Title: Vice President LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: IKB Capital Corporation by /s/ Wolfgang Boeker ----------------------------------- Name: Wolfgang Boeker Title: Senior Vice President LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: JPMORGAN CHASE BANK by /s/ B. Joseph Lillis ----------------------------------- Name: B. Joseph Lillis Title: Managing Director LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: KBC BANK N.V. by /s/ Rik Scheerlinck /s/ William Cavanaugh --------------------------------------------------------- Name: Rik Scheerlinck Name: William Cavanaugh Title: Sr. Vice President & Title: Vice President General Manager LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: KeyBank National Association by /s/ W. Robert Perkins -------------------------------------------- Name: W. Robert Perkins Title: Vice President LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: Mizuho Corp. Bank, Ltd., NY Branch by /s/ Robert P. Gallagher, Jr. ---------------------------------------- Name: Robert P. Gallagher, Jr. Title: VP & Team Leader LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: Natexis Banques Populaires by /s/ Nicolas Regent -------------------------------------------- Name: Nicolas Regent Title: Vice President Multinational Group by /s/ Pieter J. von Tulder -------------------------------------------- Name: Pieter J. von Tulder Title: Vice President & Manager Multinational Group LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: National City Bank by /s/ Robert S. Coleman ----------------------------------------------------- Name: Robert S. Coleman Title: Senior Vice President LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: The Northern Trust Company by /s/ Craig Smith ----------------------------------- Name: Craig Smith Title: Vice President LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: Royal Bank Of Canada by /s/ Scott Umbs -------------------------------------------- Name: Scott Umbs Title: Manager LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: SOCIETE GENERALE by /s/ Anne-Marie Dumortier ----------------------------------- Name: Anne-Marie Dumortier Title: Vice President LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: SUMITOMO MITSUI BANKING CORPORATION by /s/ Leo E. Pagarigan -------------------------------------------- Name: Leo E. Pagarigan Title: Senior Vice President CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: STANDARD CHARTERED BANK by /s/ Neil McCauley ----------------------------------- Name: Neil Mccauley Title: Executive Vice President by /s/ Marc Chait ----------------------------------- Name: Marc Chait Title: Senior Vice President CREDIT AGREEMENT among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: TAIPEIBANK, NEW YORK AGENCY by /s/ Sophia Jing -------------------------------------------- Name: Sophia Jing Title: Vice President & General Manager LENDER SIGNATURE PAGE TO THE CREDIT AGREEMENT dated as of March ____,2003, among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES SA; the LENDERS party hereto; JPMORGAN CHASE BANK, As administrative Agent and Collateral Agent; and DEUTSCHE BANK AG, as Syndication Agent. Name of Institution: WACHOVIA BANK, NATIONAL ASSOCIATION by /s/TOM BOHRER -------------------------------------------- Name: TOM BOHRER Title: Director EX-4.4 6 l00387aexv4w4.txt EX-4.4 TERM LOAN & REVOLVING CREDIT AGREEMENT EXHIBIT 4.4 EXECUTION VERSION ================================================================================ TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as of March 31, 2003 among THE GOODYEAR TIRE & RUBBER COMPANY, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, as Administrative Agent, CITICORP USA, INC., as Syndication Agent, BANK OF AMERICA, N.A., as Documentation Agent, THE CIT GROUP/BUSINESS CREDIT, INC., as Documentation Agent and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent J.P. MORGAN SECURITIES INC., SALOMON SMITH BARNEY INC., as Joint Lead Arranger as Joint Lead Arranger and Joint Bookrunner and Joint Bookrunner ================================================================================ [CS&M #6701-315] TABLE OF CONTENTS

Page ---- ARTICLE I. Definitions SECTION 1.01. Defined Terms..................................................... 1 SECTION 1.02. Classification of Loans and Borrowings............................ 34 SECTION 1.03. Foreign Currency Translation...................................... 34 SECTION 1.04. Terms Generally................................................... 34 SECTION 1.05. Accounting Terms; GAAP............................................ 35 ARTICLE II. The Credits SECTION 2.01. Commitments....................................................... 35 SECTION 2.02. Loans and Borrowings.............................................. 35 SECTION 2.03. Requests for Borrowing............................................ 36 SECTION 2.04. Funding of Borrowings............................................. 37 SECTION 2.05. Interest Elections................................................ 37 SECTION 2.06. Termination of Commitments; Reductions of Commitments............. 39 SECTION 2.07. Repayment of Loans; Evidence of Debt.............................. 39 SECTION 2.08. Prepayment of Loans............................................... 40 SECTION 2.09. Fees.............................................................. 41 SECTION 2.10. Interest.......................................................... 42 SECTION 2.11. Alternate Rate of Interest........................................ 42 SECTION 2.12. Increased Costs................................................... 43 SECTION 2.13. Break Funding Payments............................................ 44 SECTION 2.14. Taxes............................................................. 45 SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Setoffs........ 46 SECTION 2.16. Mitigation Obligations; Replacement of Lenders.................... 47 ARTICLE III. Representations and Warranties SECTION 3.01. Organization; Powers.............................................. 48

2 SECTION 3.02. Authorization; Enforceability..................................... 49 SECTION 3.03. Governmental Approvals; No Conflicts.............................. 49 SECTION 3.04. Financial Statements; No Material Adverse Change.................. 49 SECTION 3.05. Litigation and Environmental Matters.............................. 50 SECTION 3.06. Compliance with Laws and Agreements............................... 50 SECTION 3.07. Investment and Holding Company Status............................. 50 SECTION 3.08. ERISA............................................................. 50 SECTION 3.09. Disclosure........................................................ 51 SECTION 3.10. Security Interests................................................ 51 SECTION 3.11. Use of Proceeds. The proceeds of the Loans will be used only for the purposes referred to in the preamble to this Agreement.. 52 ARTICLE IV. Conditions SECTION 4.01. Effective Date.................................................... 52 SECTION 4.02. Each Credit Event................................................. 55 ARTICLE V. Affirmative Covenants SECTION 5.01. Financial Statements and Other Information........................ 56 SECTION 5.02. Notices of Defaults............................................... 58 SECTION 5.03. Existence; Conduct of Business.................................... 58 SECTION 5.04. Maintenance of Properties......................................... 58 SECTION 5.05. Books and Records; Inspection and Audit Rights; Access Rights..... 58 SECTION 5.06. Compliance with Laws.............................................. 59 SECTION 5.07. Insurance......................................................... 59 SECTION 5.08. Guarantees and Collateral......................................... 60 SECTION 5.09. Borrowing Base Certificate........................................ 61 ARTICLE VI. Negative Covenants SECTION 6.01. Indebtedness and Preferred Equity Interests....................... 61 SECTION 6.02. Liens............................................................. 64 SECTION 6.03. Sale and Leaseback Transactions................................... 66 SECTION 6.04. Fundamental Changes............................................... 66 SECTION 6.05. Investments, Loans, Advances and Guarantees....................... 66 3 SECTION 6.06. Asset Dispositions................................................ 69 SECTION 6.07. Restricted Payments............................................... 70 SECTION 6.08. Capital Expenditures.............................................. 71 SECTION 6.09. Interest Expense Coverage Ratio................................... 71 SECTION 6.10. Consolidated Net Worth............................................ 71 ARTICLE VII. Events of Default ARTICLE VIII. The Agents ARTICLE IX. Miscellaneous SECTION 9.01. Notices........................................................... 77 SECTION 9.02. Waivers; Amendments; Increase of Commitments and Addition of Term or Revolving Tranches...................................... 77 SECTION 9.03. Expenses; Indemnity; Damage Waiver................................ 80 SECTION 9.04. Successors and Assigns............................................ 81 SECTION 9.05. Survival.......................................................... 85 SECTION 9.06. Counterparts; Integration; Effectiveness.......................... 85 SECTION 9.07. Severability...................................................... 85 SECTION 9.08. Right of Setoff................................................... 86 SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process........ 86 SECTION 9.10. WAIVER OF JURY TRIAL.............................................. 87 SECTION 9.11. Headings.......................................................... 87 SECTION 9.12. Confidentiality................................................... 87 SECTION 9.13. Interest Rate Limitation.......................................... 88 SECTION 9.14. Security Documents................................................ 88 SCHEDULES: Schedule 1.01 -- Consent Subsidiaries Schedule 2.01 -- Commitments Schedule 3.10(b) -- Material Trademarks Schedule 6.01 -- Existing Indebtedness Schedule 6.02 -- Existing Liens 4 Schedule 6.06 -- Asset Dispositions EXHIBITS: Exhibit A -- Form of Borrowing Request Exhibit B -- Form of Interest Election Request Exhibit C -- Form of Promissory Note Exhibit D -- Form of Assignment and Assumption Exhibit E -- Form of Borrowing Base Certificate Exhibit F-1 -- Form of Opinion of Borrower's Outside Counsel Exhibit F-2 -- Form of Opinion of Borrower's General Counsel Exhibit G -- Form of Master Guarantee and Collateral Agreement TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as of March 31, 2003 (this "Agreement"), among THE GOODYEAR TIRE & RUBBER COMPANY; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent; CITICORP USA, INC., as Syndication Agent; BANK OF AMERICA, N.A., as Documentation Agent; THE CIT GROUP/BUSINESS CREDIT, INC., as Documentation Agent; and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent. As part of a refinancing and restructuring of certain bank credit and receivables securitization facilities of the Borrower and the Subsidiaries (the "Refinancing"), the Borrower has requested the Lenders, and the Lenders are willing, to extend credit to the Borrower in the form of (a) Term Loans on the Effective Date in an aggregate principal amount not in excess of $800,000,000 and (b) Revolving Loans on the date hereof and at any time and from time to time prior to the Maturity Date in an aggregate principal amount not in excess of $500,000,000 at any time outstanding. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forth. The proceeds of the Term Loans and the Revolving Loans will be used for general corporate purposes of the Borrower and the Subsidiaries. Accordingly, the parties hereto agree as follows: ARTICLE I Definitions SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: "ABL Facilities Collateral" has the meaning assigned to such term in the Guarantee and Collateral Agreement. "ABL Facilities Grantor" has the meaning assigned to such term in the Guarantee and Collateral Agreement. "ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. "Access Agreement" means a written agreement granting access rights with respect to any Accounts or Inventory of the Borrower or any of the other Grantors 2 located at any third party location, in form and substance reasonably satisfactory to the Administrative Agent. "Account" has the meaning specified in the UCC. "Account Debtor" means the Person who is primarily obligated under, with respect to or on account of an Account. "Accounts Receivable Reserves" means, on any date, an amount (calculated in accordance with the current and historical accounting practices of the Borrower) equal to the sum of reserves for volume rebates, cash discounts, Federal excise taxes and warranties maintained on the Borrower's general ledger with respect to Eligible Accounts Receivable, in each case without duplication of any amounts that are included in the Dilution Factors for such period or excluded from the value of Eligible Accounts Receivable pursuant to the definition thereof, and each such reserve to be subject to adjustment by the Administrative Agent or the Majority Lenders in their discretion (not to be exercised unreasonably) based on the results of collateral and borrowing base evaluations and monitoring conducted by the Administrative Agent and its designated representatives. Any such adjustment by the Administrative Agent or the Majority Lenders shall be made by written notice to the Borrower setting forth in reasonable detail the basis for such adjustment, and shall become effective for purposes of the first Borrowing Base Certificate that is delivered pursuant to Section 5.09 at least five Business Days after the date of receipt by the Borrower of such written notice. "Additional Inventory Reserves" means, on any date, an amount equal to the sum of the following reserves established by the Administrative Agent with respect to Eligible Inventory, without duplication of any deductions made pursuant to the definitions of "Eligible Inventory", "Inventory Reserves" and "Inventory Value": (a) a reserve for "slow moving" Eligible Inventory equal to 75% of the amount in excess of a 12 month supply on hand; (b) a reserve for (i) private label Eligible Inventory relating to the North America Tire Division and (ii) private label Eligible Inventory relating to the Engineered Products Division; (c) a reserve for freight, duties and insurance for Eligible Inventory representing in transit Inventory equal to $5,000,000; (d) a reserve for shrink or discrepancies that arise pertaining to Eligible Inventory quantities on hand between the Borrower's perpetual accounting system and physical counts of the Eligible Inventory which will be equal to the amount of any such discrepancy, if any, that is in excess of 2.0%; and 3 (e) any other reserve as deemed appropriate by the Administrative Agent or the Majority Lenders in their discretion (not to be exercised unreasonably) based on the results of collateral and borrowing base evaluations and monitoring conducted by the Administrative Agent and its designated representatives. The reserves described in clauses (a), (b), (c), (d) and (e) above shall be subject to adjustment (and, in the case of clause (e), establishment) by the Administrative Agent or the Majority Lenders in their discretion (not to be exercised unreasonably) based on the results of collateral and borrowing base evaluations and monitoring conducted by the Administrative Agent and its designated representatives. Any such adjustment or the establishment of a reserve pursuant to clause (e) by the Administrative Agent or the Majority Lenders shall be made by written notice to the Borrower setting forth in reasonable detail the basis for such adjustment or reserve, and shall become effective for purposes of the first Borrowing Base Certificate that is delivered pursuant to Section 5.09 at least five Business Days after the date of receipt by the Borrower of such written notice. "Adjusted Eligible Accounts Receivable" means, on any date, an amount equal to (a) Eligible Accounts Receivable minus (b) the sum of, without duplication, (i) the Dilution Reserve and (ii) the Accounts Receivable Reserves. "Adjusted Eligible Finished Goods" means, on any date and with respect to any division of the Borrower, an amount equal to (a) Eligible Finished Goods relating to such division minus (b) the Inventory Reserves with respect to the Eligible Inventory included in such Eligible Finished Goods minus (c) the Additional Inventory Reserves with respect to the Eligible Inventory included in such Eligible Finished Goods. "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. "Administrative Agent" means JPMCB, in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity. "Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent. "Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. "Agents" means the Administrative Agent and the Collateral Agent. 4 "Alternate Base Rate" means, for any day, a rate per annum 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%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. "Applicable Percentage" means, with respect to any Lender, the percentage of the total Commitments represented by such Lender's Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments. "Approved Fund" means (a) with respect to any Lender, a CLO managed by such Lender or by an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor. "Arrangers" means J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as Joint Lead Arrangers and Joint Bookrunners for the credit facilities established by this Agreement. "Assignment and Assumption" means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit D or any other form approved by the Administrative Agent. "Attributable Debt" means, with respect to any Sale and Leaseback Transaction, the present value (computed in accordance with GAAP and, in the case of a Sale and Leaseback Transaction that does not result in Capital Lease Obligations, as if the obligations incurred in connection with such Sale and Leaseback Transaction were Capital Lease Obligations) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of (i) the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) and (ii) the Attributable Debt determined assuming no such termination. "Availability Block" means an amount equal to $50,000,000. 5 "Board" means the Board of Governors of the Federal Reserve System of the United States of America. "Borrower" means The Goodyear Tire & Rubber Company, an Ohio corporation. "Borrowing" means Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. "Borrowing Base" means, at the time of any determination, an amount equal to the sum of, without duplication, (a) 85% of Adjusted Eligible Accounts Receivable and (b) (i) if the Effective Advance Rate is equal to or greater than the percentage equal to 85% of the Recovery Rate, 85% multiplied by the Recovery Rate multiplied by the Inventory Value of all Inventory of the Borrower and each other Grantor or (ii) if the Effective Advance Rate is less than the percentage equal to 85% of the Recovery Rate, (A) the sum of (x) 35% of Eligible Raw Materials plus (y) 65% of Adjusted Eligible Finished Goods relating to the North American Tire Division plus (z) 60% of Adjusted Eligible Finished Goods relating to the Retail Division, the Engineered Products Division, the Chemical Products Division and the Wingfoot Division, respectively, minus (B) the Rent Reserve, minus (C) the Priority Payables Reserve (the amount in clause (ii) collectively, the "Inventory Advance Amount"). The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 5.09. Subject to the provisions of Section 9.02(b)(ix), standards of eligibility and reserves relating to the components of the Borrowing Base may be revised and adjusted from time to time by the Administrative Agent or the Majority Lenders in their discretion (not to be exercised unreasonably) based on the results of collateral and borrowing base evaluations and monitoring conducted by the Administrative Agent and its designated representatives. Any such revision or adjustment by the Administrative Agent or the Majority Lenders shall be made by written notice to the Borrower setting forth in reasonable detail the basis for such revision or adjustment, and shall become effective for purposes of the first Borrowing Base Certificate that is delivered pursuant to Section 5.09 at least five Business Days after the date of receipt by the Borrower of such written notice. "Borrowing Base Availability" means, at the time of any determination, an amount equal to (a) the lesser of (i) the Borrowing Base at such time and (ii) the aggregate amount of the Commitments at such time, minus (b) the Availability Block. "Borrowing Base Certificate" means a certificate substantially in the form of Exhibit E hereto (with such changes therein as may be reasonably requested by the Administrative Agent from time to time to reflect the components of and reserves against the Borrowing Base as provided for hereunder from time to time), executed and certified on behalf of the Borrower as accurate and complete in all material respects by a Financial Officer of the Borrower, which shall include appropriate exhibits, schedules, supporting 6 documentation and additional reports as (a) outlined in Exhibit E hereto, (b) reasonably requested by the Administrative Agent and (c) provided for in Section 5.09. "Borrowing Request" means a request by the Borrower for a Borrowing in accordance with Section 2.03 in substantially the form of Exhibit A hereto. "Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided 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. "Canadian Benefit Plans" means all material employee benefit plans of any nature or kind whatsoever that are not Canadian Pension Plans and are maintained or contributed to by any Credit Party having employees in Canada. "Canadian Dollars" refers to lawful money of Canada. "Canadian Pension Plans" means each plan which is a registered pension plan within the meaning of the Income Tax Act (Canada). "Canadian Security Agreements" has the meaning assigned to such term in the Guarantee and Collateral Agreement. "Capital Expenditures" means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and the Subsidiaries that are (or would be) set forth in a statement of cash flows of the Borrower and its Consolidated Subsidiaries for such period prepared in accordance with GAAP, excluding capitalized software expenses, and (b) Capital Lease Obligations incurred by the Borrower and its Consolidated Subsidiaries during such period (other than any such Capital Lease Obligations that shall relate to assets acquired in transactions reflected in Capital Expenditures for any earlier period). For purposes of this definition, (i) the purchase price of equipment or other fixed assets that are purchased simultaneously with the trade-in of existing assets or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such assets for the assets being traded in at such time or the amount of such insurance proceeds, as the case may be, and (ii) acquisitions permitted by Section 6.05(e) shall be excluded. "Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 7 "Change in Control" means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the United States Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) directors on the date hereof or nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated. "Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.12(b), by any lending office of such Lender or by such Lender's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. "Chemical Products Division" means those standard business units of the Borrower and the other Grantors classified as the "Chemical Products Division" on the Borrower's perpetual inventory records. "Class" when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or Term Loan Commitment. "CLO" means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Collateral" means that portion of the "Collateral", as defined in the Guarantee and Collateral Agreement, that secures the Obligations. "Collateral Agent" means JPMCB, in its capacity as collateral agent for the Lenders under the Guarantee and Collateral Agreement and the other Security Documents. "Commitment" means a Revolving Commitment or a Term Loan Commitment, or any combination thereof (as the context requires). 8 "Consent Subsidiary" means (a) any Subsidiary listed on Part I or Part II of Schedule 1.01 and (b) any Subsidiary not on Schedule 1.01A or formed or acquired after the Effective Date in respect of which (A) the consent of any Person other than the Borrower or any Wholly Owned Subsidiary is required by applicable law or the terms of any organizational document of such Subsidiary or other agreement of such Subsidiary or an Affiliate of such Subsidiary in order for such Subsidiary to execute the Guarantee and Collateral Agreement as an ABL Facilities Grantor or a Subsidiary Guarantor and perform its obligations thereunder, and (B) the Borrower endeavored in good faith to obtain such consents and such consents shall not have been obtained. Notwithstanding the foregoing, no Subsidiary shall be a Consent Subsidiary at any time that it is a guarantor of, or has provided any collateral to secure, Indebtedness for borrowed money of the Borrower, and any Consent Subsidiary (including a Consent Subsidiary listed in Part I or Part II of Schedule 1.01) that at any time ceases to meet the test set forth in clause (A) shall cease to be a Consent Subsidiary. "Consolidated EBITDA" means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii) income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) all non-cash non-recurring charges for such period, (v) all Rationalization Charges for such period, (vi) other expense for such period, (vii) equity in losses of affiliates for such period, (viii) foreign exchange currency losses for such period and (ix) minority interest in net income of subsidiaries for such period, minus (b) without duplication, to the extent included in determining such Consolidated Net Income (except with respect to (ii) and (iii) below), (i) any non-cash extraordinary gains for such period, (ii) cash expenditures (other than Rationalization Charges) during such period in respect of items that resulted in non-cash non-recurring charges during any prior period after the date hereof, (iii) Excess Cash Rationalization Charges, (iv) other income for such period, (v) equity in earnings of affiliates for such period, (vi) foreign exchange currency gains for such period and (vii) minority interest in net losses of subsidiaries for such period, all determined on a consolidated basis in accordance with GAAP. Each item referred to in this definition and not defined elsewhere in this Agreement will be computed by a method consistent with that used in preparing the financial statements referred to in Section 3.04. "Consolidated Interest Expense" means, for any period, the sum, without duplication, of (a) the consolidated interest expense (including imputed interest expense in respect of Capital Lease Obligations and excluding fees and other origination costs included in interest expense and arising from Indebtedness incurred at any time) of the Borrower and its Consolidated Subsidiaries for such period, determined in accordance with GAAP but excluding capitalized interest, (b) all cash dividends paid during such period in respect of Permitted Preferred Stock and (c) all finance expense related to Securitization Transactions, excluding amortization of origination and other fees. 9 "Consolidated Net Income" means, for any period, the net income or loss of the Borrower and its Consolidated Subsidiaries for such period determined in accordance with GAAP. "Consolidated Net Worth" means, as of the last day of any fiscal quarter, the sum for the Borrower of (a) the stated value of outstanding common stock, (b) capital surplus and (c) retained earnings, excluding for purposes of such calculation the effect of (i) all non-cash non-recurring charges, and all non-cash Rationalization Charges and (ii) all losses and gains on sales of assets other than in the ordinary course of business and all other non-cash non-recurring gains, in each case in (i) and (ii) above after December 31, 2002. "Consolidated Revenue" means, for any period, the revenues of the Borrower and its Consolidated Subsidiaries for such period, determined in accordance with GAAP. "Consolidated Senior Secured Indebtedness" means, for any period, the sum for the Borrower and its Consolidated Subsidiaries for such period, without duplication, of (a) all Indebtedness that is included on the Borrower's consolidated balance sheet and is secured by any assets of the Borrower or a Consolidated Subsidiary, (b) all Capital Lease Obligations and (c) all synthetic lease financings, (d) all Indebtedness of South Pacific Tyres that is secured by any of its assets or assets of the Borrower or a Consolidated Subsidiary and (e) all Securitization Transactions, all determined in accordance with GAAP. For purposes of computing Consolidated Senior Secured Indebtedness, the amount of any synthetic lease financing shall equal the amount that would be capitalized in respect of such lease if it were a Capital Lease Obligation. "Consolidated Subsidiary" means, at any date, each Subsidiary the accounts of which would be consolidated with those of the Borrower in the Borrower's consolidated financial statements in accordance with GAAP. "Consolidated Total Assets" means, at any date, the total assets of the Borrower and its Consolidated Subsidiaries, determined in accordance with GAAP. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto. "Credit Documents" means this Agreement, any promissory notes delivered pursuant to Section 2.07(e), the Security Documents and, for purposes of Articles III, IV and VII only, each Borrowing Base Certificate delivered pursuant to Section 5.09. 10 "Credit Party" means the Borrower, each Subsidiary Guarantor and each Grantor. "Default" means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. "Deposit Account" has the meaning assigned to such term in the Guarantee and Collateral Agreement. "Deposit Account Institution" has the meaning assigned to such term in the Guarantee and Collateral Agreement. "Dilution Factors" means, with respect to any period, the aggregate amount recorded (in a manner consistent with current and historical accounting practices of the Borrower) to reduce Eligible Accounts Receivable on account of deductions, credit memos (net of related re-bills), returns, incorrect billings, adjustments, allowances, bad debt write-offs and other non-cash credits, in each case without duplication of any amounts relating to reserves for volume rebates or cash discounts or any other items that are included in the Accounts Receivable Reserves for such period or excluded from the value of Eligible Accounts Receivable pursuant to the definition thereof. "Dilution Ratio" means, on any date, the amount (expressed as a percentage) equal to (a) the aggregate amount of the applicable Dilution Factors for the 12 most recently ended fiscal months divided by (b) total gross sales for the 12 most recently ended fiscal months. "Dilution Reserve" means, on any date, (a) the applicable Dilution Ratio on such date multiplied by (b) (i) Eligible Accounts Receivable on such date minus (ii) the Accounts Receivable Reserves on such date. "Disclosure Documents" means (a) the Information Memorandum, (b) reports of the Borrower on Forms 10-K, 10-Q and 8-K, and any amendments thereto, that shall have been (i) filed with the Securities and Exchange Commission on or prior to March 21, 2003, or (ii) filed with the Securities and Exchange Commission after such date and prior to the Effective Date and delivered to the Administrative Agent, and (c) the draft Report of the Borrower on Form 10-K for the fiscal year ended December 31, 2002, delivered to the Lenders prior to the date hereof, as such Report shall have been modified by any subsequent draft of such Report delivered to the Administrative Agent prior to the Effective Date. "Documentation Agent" means each of Bank of America, N.A., The CIT Group/Business Credit, Inc. and General Electric Capital Corporation, in its capacity as documentation agent hereunder. 11 "dollars" or "$" refers to lawful money of the United States of America. "Domestic Subsidiary" means any Subsidiary that is not a Foreign Subsidiary. "Effective Advance Rate" means, on any date, the percentage equal to the Inventory Advance Amount on such date divided by the Inventory Value of all Inventory of the Borrower and each other Grantor on such date. "Effective Date" means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02). "Eligible Accounts Receivable" means, at the time of any determination, each Account that satisfies the following criteria at the time of such determination: such Account (a) has been invoiced to, and represents the bona fide amounts due to the Borrower or another Grantor from, the purchaser of goods or services, in each case originated in the ordinary course of business of the Borrower or such Grantor and (b) is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (i) through (xxii) below or otherwise deemed by the Administrative Agent or the Majority Lenders in their discretion (not to be exercised unreasonably) to be ineligible for inclusion in the calculation of the Borrowing Base based on the results of collateral and borrowing base evaluations and monitoring conducted by the Administrative Agent and its designated representatives; any such decision by the Administrative Agent or the Majority Lenders shall be made by written notice to the Borrower setting forth in reasonable detail the basis for such decision, and shall become effective for purposes of the first Borrowing Base Certificate that is delivered pursuant to Section 5.09 at least five Business Days after the date of receipt by the Borrower of such written notice. Without limiting the generality of foregoing, to qualify as Eligible Accounts Receivable an Account shall indicate no Person other than the Borrower or another Grantor as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (a) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that the Borrower or another Grantor may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (written or oral)), in each case without duplication of any amounts that are included in the Accounts Receivable Reserves or the Dilution Factors for such period, (b) the aggregate amount of all limits and deductions provided for in this definition and (c) the aggregate amount of all cash received in respect of such Account but not yet applied by the Borrower or another Grantor to reduce the amount of such Account. Standards of eligibility may be fixed from time to time by the Administrative Agent or the Majority Lenders in their discretion (not to be exercised unreasonably) based on the results of collateral and borrowing base evaluations and monitoring conducted by the Administrative Agent and its designated representatives. Any changes to such standards by the Administrative Agent or the Majority Lenders shall be made by written notice to 12 the Borrower setting forth in reasonable detail the basis for such change, and shall become effective for purposes of the first Borrowing Base Certificate that is delivered pursuant to Section 5.09 at least five Business Days after the date of receipt by the Borrower of such written notice. Unless otherwise approved from time to time in writing by the Administrative Agent, an Account shall not be an Eligible Account Receivable (or, in the case of clauses (vii) and (xv) below, the affected portion of such Account shall be deemed not to be an Eligible Account Receivable) if, without duplication: (i) the Borrower or another Grantor does not have good and valid title to such Account; or (ii) such Account (x) is unpaid more than 60 days from the original due date or (y) has been written off the books of the Borrower or another Grantor or has been otherwise designated on such books as uncollectible; or (iii) more than 35% in face amount of all Accounts of the same Account Debtor (x) are unpaid more than 60 days from the original due date or (y) have been written off the books of the Borrower or another Grantor or have been otherwise designated on such books as uncollectible; or (iv) the Account Debtor is insolvent or the subject of any bankruptcy case or insolvency proceeding of any kind; or (v) such Account is not payable in U.S. Dollars and/or Canadian Dollars, the Account Debtor is not located inside the United States or Canada, the Account Debtor does not have significant assets inside the United States or Canada or the enforceability of such Account is not governed by the laws of the United States or Canada or any of their respective states, provinces, territories or possessions or any political subdivision of any thereof; or (vi) the Account Debtor is the United States of America or Canada or any department, agency or instrumentality thereof, unless the Borrower or the other applicable Grantor duly assigns its rights to payment of such Account to the Administrative Agent pursuant to the Assignment of Claims Act of 1940, as amended, or the Financial Administration Act (Canada), as amended, as applicable, which assignment and related documents and filings shall be in form and substance satisfactory to the Administrative Agent; or (vii) to the extent of any security deposit, progress payment, retainage or other similar advance made by or for the benefit of the applicable Account Debtor to which such Account is subject; or (viii) such Account (x) is not subject to a valid and perfected first priority Lien in favor of the Administrative Agent for the benefit of the Secured Parties to the extent that such a Lien may be perfected by filing UCC financing statements 13 or making such other personal property security filings or registrations as may be required under the laws of the applicable jurisdiction in which such Account Debtor is located or has its principal place of business or domicile (for the purposes of the Quebec Civil Code), subject to no other Liens other than Permitted Encumbrances (other than those described in clause (f) of the definition thereof) or (y) does not otherwise conform in all material respects to the applicable representations and warranties contained in the Credit Documents; or (ix) (x) such Account was invoiced or payment was received thereon (A) in advance of goods or services provided or (B) more than once or (y) the associated income has not been earned; or (x) such Account is a note receivable, non-trade Account or relates to payments for rent or interest; or (xi) the sale to the Account Debtor is on a bill-and-hold, sale on approval or consignment (it being understood and agreed that an Account that arises in connection with a sale of such goods by the consignee thereof shall not be deemed to be ineligible by reason of this clause (xi)) or other similar basis or made pursuant to any other agreement (other than an ordinary course customer warranty) providing for repurchases or return of any merchandise which has been claimed to be defective or otherwise unsatisfactory; or (xii) the goods giving rise to such Account have not been shipped and title has not been transferred to the Account Debtor or such Account represents a progress-billing; for purposes hereof, progress-billing means any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor's obligation to pay such invoice is conditioned upon the Borrower's or the other applicable Grantor's completion of any further performance under such contract or agreement; or (xiii) such Account arises out of a sale made by the Borrower or another Grantor to an Affiliate (other than an Eligible Affiliate) of the Borrower or such Grantor; or (xiv) such Account was created by the Borrower or another Grantor as a new receivable for the unpaid portion of an outstanding Account; or (xv) the Account Debtor (x) is a creditor, (y) has or has asserted a right of set-off against the Borrower or another Grantor with respect to such Account (unless such Account Debtor has entered into a written agreement reasonably acceptable to the Administrative Agent to waive such set-off rights) or (z) has disputed its liability (whether by chargeback, dispute or otherwise) or made any asserted or unasserted claim with respect to such Account or any other Account of the Borrower or such other Grantor (as applicable) which has not been resolved, 14 in each case, without duplication, to the extent of the amount owed by the Borrower or such other Grantor (as applicable) to the Account Debtor, the amount of such actual or asserted right of set-off or the amount of such dispute or claim, as the case may be; or (xvi) such Account does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, State, provincial or local, including the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board; or (xvii) such Account is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates that any Person other than the Borrower or another Grantor has or has had or has purported to have or have had an ownership interest in such goods and in the Account resulting from the sale of such goods; or (xviii) such Account is an extended terms account, which is not due and payable within 180 days from the original date of invoice; or (xix) such Account is created on cash on delivery terms or is payment for freight claims; or (xx) to the extent that such Account has been reclassified, as a result of a workout or other similar situation relating to the credit worthiness of the applicable Account Debtor, from an account receivable to a note receivable; or (xxi) the Account Debtor has not been instructed by the Borrower or any of the other Grantors to pay such Account directly into a Deposit Account in the Lockbox System; or (xxii) such Account relates to the Retail Division or Wingfoot, unless such Account meets certain criteria and is deemed eligible by the Administrative Agent in its sole discretion. Notwithstanding the foregoing, at the time of any determination of Eligible Accounts Receivable, an amount equal to all Eligible Accounts Receivable of any single Account Debtor and its Affiliates which in the aggregate exceed (a) 12% in respect of an Account Debtor whose unsecured short term debt is rated A3 or better by Moody's or A- or better by Standard & Poor's, (b) 6% in respect of an Account Debtor whose unsecured short term debt does not have the rating described in clause (a) but are rated Investment Grade by either Moody's or Standard & Poor's and (c) 3% in respect of any other Account Debtor, in each case of the total amount of all Eligible Accounts Receivable at such time of determination shall be deemed not to be Eligible Accounts Receivable to the extent of such excess. In determining the aggregate amount of Accounts from the same Account Debtor that are unpaid more than 60 days from the due 15 date pursuant to clause (ii) above there shall be excluded the amount of any net credit balances relating to Accounts with invoice dates more than 60 days from the due date. "Eligible Affiliate" means any Affiliate of the Borrower, provided that (a) the Borrower or any of its other Affiliates does not Control such Affiliate, (b) the Borrower and the Subsidiaries do not own, control or hold, directly or indirectly, individually or in the aggregate, Equity Interests of such Affiliate representing 50% or more of the equity or 50% or more of the voting power or, in the case of a partnership, 50% or more of the general partnership interests of such Affiliate, (c) the accounts of such Affiliate are not consolidated with those of the Borrower in the Borrower's consolidated financial statements (and are not required to be so consolidated in accordance with GAAP), (d) each Account due to the Borrower or another Grantor from such Affiliate requires payment for the goods sold or leased or the services rendered to such Affiliate in cash and on terms that are no less favorable to the Borrower or such Grantor, as the case may be, than those that could be obtained at such time in arm's-length dealings with a Person who is not such an Affiliate and (e) such Affiliate meets any other eligibility standard or requirement that is imposed by the Administrative Agent or the Majority Lenders in their discretion (not to be exercised unreasonably) based on the results of collateral and borrowing base evaluations and monitoring conducted by the Administrative Agent and its designated representatives; any changes to such standards or requirements or the imposition of any additional standard or requirement by the Administrative Agent or the Majority Lenders shall be made by written notice to the Borrower setting forth in reasonable detail the basis for such change or addition, and shall become effective for purposes of the first Borrowing Base Certificate that is delivered pursuant to Section 5.09 at least five Business Days after the date of receipt by the Borrower of such written notice. "Eligible Finished Goods" means, on any date, the Inventory Value of all Eligible Inventory of the Borrower and each other Grantor defined as Finished Goods by the Borrower on such date as shown on the Borrower's perpetual inventory records in accordance with its current and historical accounting practices. "Eligible Inventory" means, at the time of any determination thereof, without duplication, the Inventory Value of the Inventory of the Borrower and each other Grantor at the time of such determination that is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (n) below or otherwise deemed by the Administrative Agent or the Majority Lenders in their discretion (not to be exercised unreasonably) to be ineligible for inclusion in the calculation of the Borrowing Base based on the results of collateral and borrowing base evaluations and monitoring conducted by the Administrative Agent and its designated representatives; any such decision by the Administrative Agent or the Majority Lenders shall be made by written notice to the Borrower setting forth in reasonable detail the basis for such decision, and shall become effective for purposes of the first Borrowing Base Certificate that is delivered pursuant to Section 5.09 at least five Business Days after the 16 date of receipt by the Borrower of such written notice. Without limiting the generality of the foregoing, to qualify as "Eligible Inventory" no Person other than the Borrower or another Grantor shall have any direct or indirect ownership, interest or title to such Inventory and no Person other than the Borrower or another Grantor shall be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein. Unless otherwise approved from time to time in writing by the Administrative Agent, no Inventory shall be deemed Eligible Inventory to the extent that such Inventory is accounted for in the Borrower's perpetual inventory balance and, without duplication: (a) it is not owned solely by the Borrower or another Grantor or the Borrower or another Grantor does not have good and valid title thereto; or (b) it is not located in the United States or Canada; or (c) it (i) is not either (x) located on a Permitted Inventory Location or (y) in transit from a Permitted Inventory Location to another Permitted Inventory Location or (ii) is located at a dormant facility that is no longer operated by the Borrower or another Grantor; or (d) it is (i) goods returned or rejected by the Borrower's or another Grantor's customers and is not saleable in the ordinary course of business of the Borrower or another Grantor, (ii) Inventory in transit on the water via ship or other marine vessel to the Borrower or another Grantor or (iii) goods in transit from the Borrower or another Grantor to customers of the Borrower or another Grantor; or (e) it is Inventory (other than Raw Materials) not sold in the ordinary course of business of the Borrower or another Grantor, including engineering stores, miscellaneous supplies, packaging or shipping materials, cartons, repair parts, fuel, labels, miscellaneous spare parts, samples, prototypes, displays or display items; or (f) it is not subject to a valid and perfected first priority Lien in favor of the Administrative Agent for the benefit of the Secured Parties to the extent that such a Lien may be perfected by filing UCC financing statements or such other personal property security filings or registrations as may be required under the laws of the applicable jurisdiction in which such Inventory is located, subject to no other Liens other than Permitted Encumbrances (other than those described in clause (f) of the definition thereof); or (g) it is classified by the Borrower or another Grantor as work in process; or 17 (h) it is consigned or at a customer location (other than Inventory consigned to original equipment manufacturers at no more than 20 locations in total, each of which have Inventory of the Borrower and the other Grantors with an Inventory Value in excess of $300,000 and with respect to which, on or after the fifteenth day following the Effective Date, an Access Agreement has been obtained); or (i) it is (i) being processed offsite at a third party processor at premises neither reflected in the Rent Reserve nor subject to a Lien Waiver or (ii) in transit to or from any such third party processor; or (j) it is classified by the Borrower or another Grantor as "obsolete", "unmerchantable" or "off spec without a ready market", or does not otherwise conform in all material respects to the applicable representations and warranties contained in the Credit Documents; or (k) it is marked for return by the Borrower or another Grantor to the vendor of such Inventory; or (l) it does not meet in all material respects all materials standards imposed by any Governmental Authority having regulatory authority over it; or (m) it is classified by the Borrower or another Grantor as casings used for the retreading of commercial truck tires; or (n) it is classified by the Borrower or another Grantor as "shipped but not billed". "Eligible Raw Materials" means, on any date, the Inventory Value of all Eligible Inventory of the Borrower and each Grantor defined as Raw Materials on such date as shown on the Borrower's perpetual inventory records in accordance with its current and historical accounting practices. "Engineered Products Division" means those standard business units of the Borrower and the other Grantors classified as "Engineered Products Division" on the Borrower's perpetual inventory records. "Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the presence, the management or release of, or exposure to, any Hazardous Materials or to health and safety matters. 18 "Environmental Liability" means all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. "Equity Interests" means shares of capital stock, partnership interests, membership interests in limited liability companies, beneficial interests in trusts or other equity ownership interests in any Persons, and any warrants, options or other rights entitling the holders thereof to purchase or acquire any such equity interests. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. "ERISA Event" means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to any Plan (other than an event for which the 30-day notice period is waived or an event described in Section 4043.33 of Title 29 of the Code of Federal Regulations); (b) the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA) as to which a waiver has not been obtained; (c) the incurrence by the Borrower, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (d) the treatment of a Plan amendment as a termination under Section 4041 of ERISA; (e) any event or condition, other than the Transactions, that would be materially likely to result in the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan under Section 4042 of ERISA; (f) the receipt by the Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice of an intention to terminate any Plan or to appoint a trustee to administer any Plan; (g) the incurrence by the Borrower, any Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (h) the receipt by the Borrower, any Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower, any Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA. 19 "Eurodollar", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. "European Facilities Agreement" means the $650,000,000 Term Loan and Revolving Credit Agreement dated as of the date hereof among the European JV, the other borrowers thereunder, certain lenders and JPMCB, as administrative agent. "European JV" means Goodyear Dunlop Tires Europe B.V. "Event of Default" has the meaning assigned to such term in Article VII. "Excess Cash Rationalization Charges" means, for any period, cash expenditures of the Borrower and its Consolidated Subsidiaries in such period with respect to Rationalization Charges recorded on the Borrower's consolidated income statement after the date hereof; provided, however that for such cash expenditures incurred after September 1, 2003, Excess Cash Rationalization Charges shall only include the aggregate amount of such cash expenditures which exceed the sum of $100,000,000 (or $50,000,000 if incurred prior to December 31, 2003) plus 25% of Net Cash Proceeds from the issuance and sale of its Equity Interests or Indebtedness pursuant to Section 6.01(q). "Excluded Operating Account" means payroll and other operating accounts of the Borrower or any other Grantor that are not used to receive (a) payments from any Account Debtor in respect of Accounts or (b) payments in respect of Inventory, and containing only such amounts as required in the Borrower's or such other Grantor's good faith judgment for near-term operational purposes. "Excluded Subsidiary" means any Subsidiary with only nominal assets and no operations. "Excluded Taxes" means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in clause (a) above and (c) (i) any withholding tax that is imposed by the United States on amounts payable to a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.16(b)) at the time such Foreign Lender first becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.14(a) or (ii) any 20 withholding tax that is imposed by the United States on amounts payable to a Foreign Lender that is attributable to such Foreign Lender's failure to comply with Section 2.14(e). "Existing Securitization Facilities" means (a) the securitization facility made available pursuant to the Series 2001-1 Indenture Supplement dated as of April 27, 2001 to the Base Indenture dated as of April 27, 2001 among Wingfoot A/R LLC, as issuer, The Goodyear Tire & Rubber Company, as collection agent, The Chase Manhattan Bank, as administrative agent, certain CP Conduit Purchasers, certain APA Banks, certain Funding Agents and The Chase Manhattan Bank, as indenture trustee and (b) the securitization facility made available pursuant to the Receivables Purchase Agreement dated July 27, 2001 between Goodyear Canada Inc., as seller and initial servicer, Montreal Trust Company, as trustee of Bay Street Funding Trust, as issuer, and Scotia Capital Inc., as administrator. "Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. "Financial Officer" means the chief financial officer, principal accounting officer, treasurer or any assistant treasurer of the Borrower. "Finished Goods" means completed goods that require no additional processing or manufacturing to be sold by the Borrower or another Grantor in the ordinary course of business. "Foreign Lender" means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. "Foreign Subsidiary" means any Subsidiary organized under the laws of a jurisdiction other than the United States or any of its territories or possessions or any political subdivision thereof. "GAAP" means generally accepted accounting principles in the United States. "Governmental Authority" means the government of the United States, Canada, any other nation or any political subdivision thereof, whether state, provincial or 21 local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. "Grantors" means the Borrower and each North American Subsidiary that becomes, or is required to become, an ABL Facilities Grantor (as defined in the Guarantee and Collateral Agreement) and, if applicable, a party to any Canadian Security Agreement pursuant to Section 4.01(j) or 5.08. "Guarantee" of or by any Person (the "guarantor") means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guaranteeing person's maximum reasonably anticipated liability (assuming such person is required to perform) in respect thereof as determined in such person's good faith. "Guarantee and Collateral Agreement" means the Master Guarantee and Collateral Agreement among the Borrower, the Subsidiary Guarantors, the Grantors, certain other Subsidiaries and the Collateral Agent substantially in the form of Exhibit G. "Hazardous Materials" means (a) petroleum products and byproducts, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radon gas, chlorofluorocarbons and all other ozone-depleting substances; and (b) any pollutant or contaminant or any hazardous, toxic, radioactive or otherwise regulated chemical, material, substance or waste that is prohibited, limited or regulated pursuant to any applicable Environmental Law. "Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person 22 evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (i) all Securitization Transactions of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in such entity. "Indemnified Taxes" means Taxes other than Excluded Taxes. "Indemnitee" has the meaning set forth in Section 9.03. "Information" has the meaning set forth in Section 9.12. "Information Memorandum" means the Confidential Information Memorandum dated March 5, 2003 relating to the Borrower and the Transactions. "Interest Election Request" means a request by the Borrower to convert or continue a Revolving Borrowing or Term Borrowing in accordance with Section 2.05 in substantially the form of Exhibit B hereto. "Interest Payment Date" means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months' duration, each day prior to the last day of such Interest Period that occurs at intervals of three months' duration after the first day of such Interest Period. "Interest Period" means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically 23 corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. "Inventory" has the meaning specified in the UCC. "Inventory Reserves" means, on any date, an amount equal to the sum of the following reserves maintained on the Borrower's general ledger (calculated in each case in accordance with the current and historical accounting practices of the Borrower) with respect to Eligible Inventory, without duplication of any deductions made pursuant to the definitions of "Additional Inventory Reserves," "Eligible Inventory" and "Inventory Value": (a) a reserve for Inventory that is damaged; (b) a revaluation reserve to reflect capitalized manufacturing variances whereby aggregate net variances (if favorable) shall be deducted from Eligible Inventory and aggregate net variances (if unfavorable) shall not be added to Eligible Inventory; (c) a reserve equal to the aggregate Inventory Value of Eligible Inventory attributable to intercompany or intracompany profit among the Borrower and its Affiliates (other than Eligible Affiliates); and (d) a lower of cost or market reserve for any differences between the Borrower's actual cost to produce versus the Borrower's sale price to third parties, determined on a product line basis. "Inventory Value" means, with respect to any Inventory of the Borrower or any other Grantor at the time of any determination thereof, an amount equal to such Inventory carried on the perpetual inventory records of the Borrower stated on a basis consistent with its current and historical accounting practices, in U.S. Dollars, determined in accordance with the standard cost method of accounting, which shall be, in the case of Inventory imported by the Borrower or another Grantor into the United States of America or Canada, the acquisition cost thereof plus transportation and freight charges plus import duties. "Investment Grade" means, in the case of Moody's, a credit rating of Baa3 or better and, in the case of Standard & Poor's, a credit rating of BBB- or better. "Investments" has the meaning assigned to such term in Section 6.05. "JPMCB" means JPMorgan Chase Bank, and its successors. 24 "Lenders" means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. "LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason with respect to any Eurodollar Borrowing, then the "LIBO Rate" with respect to such Eurodollar Borrowing for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. "Lien" means, with respect to any asset, (a) any mortgage, deed of trust, French delegation of claims, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. "Lien Waiver" means a written waiver of statutory or contractual Liens on Inventory for unpaid rent or charges of a warehouseman or bailee in form and substance reasonably satisfactory to the Administrative Agent. "Loans" means the loans made by the Lenders to the Borrower pursuant to this Agreement. "Lockbox Agreements" has the meaning assigned to such term in the Guarantee and Collateral Agreement. "Lockbox System" has the meaning assigned to such term in the Guarantee and Collateral Agreement. "Luxembourg Finance" means Goodyear Finance Holding S.A., a corporation organized in Luxembourg. 25 "Majority Lenders" shall mean, at any time, Lenders having aggregate Revolving Credit Exposures, Term Loans and unused Commitments representing at least a majority of the sum of the total Revolving Credit Exposures, Term Loans and unused Commitments at such time. "Material Adverse Change" means a material adverse change in or effect on (a) the business, operations, properties, assets or financial condition (including as a result of the effects of any contingent liabilities thereon) of the Borrower and the Subsidiaries, taken as a whole, (b) the ability of the Credit Parties, taken as a whole, to perform obligations under this Agreement and the other Credit Documents that are material to the rights or interests of the Lenders or (c) the rights of or benefits available to the Lenders under this Agreement and the other Credit Documents that are material to the interests of the Lenders. "Material Indebtedness" means Indebtedness (other than the Loans), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and the Subsidiaries in an aggregate principal amount exceeding $25,000,000. For purposes of determining Material Indebtedness, the "principal amount" of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time, calculated in accordance with the terms of such Swap Agreement. "Material Subsidiary" means, at any time, each Subsidiary other than Subsidiaries that do not represent more than 1% for any such individual Subsidiary, or more than 5% in the aggregate for all such Subsidiaries, of either (a) Consolidated Total Assets or (b) Consolidated Revenue for the period of four fiscal quarters most recently ended. "Material Trademarks" has the meaning assigned to such term in the Guarantee and Collateral Agreement. "Maturity Date" means March 31, 2006. "Moody's" means Moody's Investors Service, Inc., or any successor thereto. "Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. "NAIC" means the National Association of Insurance Commissioners. "Net Cash Proceeds" shall have the meaning assigned to such term in the US Term Facility Agreement. 26 "New Facilities Credit Agreements" means this Agreement, the US Revolving Facility Agreement, the US Term Facility Agreement and the European Facilities Agreement. "New Facilities Documents" means the New Facilities Credit Agreements, the Guarantee and Collateral Agreement and the other Security Documents (as such term is defined in any New Facilities Credit Agreement). "North American Subsidiary" means any Subsidiary organized under the laws of the United States or Canada or any of their respective states, provinces, territories or possessions or any political subdivision of any thereof. "North American Tire Division" means those standard business units of the Borrower and the other Grantors classified as "North American Tire Division" on the Borrower's perpetual inventory records. "Obligations" means (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations of the Credit Parties to any of the Secured Parties under this Agreement and each of the other Credit Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual performance of all other obligations of the Credit Parties to any of the Secured Parties under this Agreement and the other Credit Documents. "Other Taxes" means any and all present or future stamp, documentary, excise, recording, transfer, sales, property or similar taxes, charges or levies arising from any payment made under any Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Credit Document. "Participant" has the meaning assigned to such term in Section 9.04. "PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions. "Perfection Certificate" means a certificate in the form of Exhibit II to the Guarantee and Collateral Agreement or any other form approved by the Collateral Agent. "Permitted Encumbrances" means: 27 (a) (i) Liens imposed by law for taxes that are not yet due or are being contested and (ii) deemed trusts and Liens to which the Priority Payables Reserve relates for taxes, assessments or other charges or levies that are not yet due and payable; (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's and other Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days (or any longer grace period available under the terms of the applicable underlying obligation) or are being contested; (c) Liens created and pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations; (d) Liens created and deposits made to secure the performance of bids, trade contracts, leases, statutory obligations, appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business, and Liens created and deposits made prior to the date hereof in the ordinary course of business to secure the performance of surety bonds; (e) judgment liens in respect of judgments that do not constitute an Event of Default; (f) supplier's liens in inventory, other assets supplied or accounts receivable that result from retention of title or extended retention of title arrangements arising in connection with purchases of goods in the ordinary course of business; and (g) easements, zoning restrictions, rights-of-way and similar encumbrances on real property and other Liens incidental to the conduct of business or ownership of property that arise automatically by operation of law or arise in the ordinary course of business and that do not materially detract from the value of the property of the Borrower and the Subsidiaries or of the Collateral, in each case taken as a whole, or materially interfere with the ordinary conduct of business of the Borrower and the Subsidiaries, taken as a whole, or otherwise adversely affect in any material respect the rights or interests of the Lenders; provided that (except as provided in clause (d) above) the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness for borrowed money. ""Permitted Inventory Location" means (a) property owned or leased by the Borrower or a Grantor in the United States of America or Canada or (b) a third party warehouse or dock in the United States of America or Canada where Inventory of the Borrower or any Grantor is stored. 28 "Permitted Investments" means: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof; (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, ratings of A1 from Standard & Poor's and P1 from Moody's; (c) investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition thereof and issued or guaranteed by or placed with, and money market deposit accounts issued or offered by any commercial bank organized under the laws of the United States or any State thereof which has a short term deposit rating of A1 from Standard & Poor's and P1 from Moody's and has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution described in clause (c) above; (e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by Standard & Poor's and Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000; and (f) in the case of any Subsidiary that is not a Domestic Subsidiary, (i) marketable direct obligations issued or unconditionally guaranteed by the sovereign nation in which such Subsidiary is organized and is conducting business or issued by any agency of such sovereign nation and backed by the full faith and credit of such sovereign nation, in each case maturing within one year from the date of acquisition, so long as the indebtedness of such sovereign nation is rated at least A by Standard & Poor's or A2 by Moody's or carries an equivalent rating from a comparable foreign rating agency or (ii) investments of the type and maturity described in clauses (b) through (e) of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies. "Permitted Preferred Stock" has the meaning assigned to such term in Section 6.01(q). 29 "Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. "Plan" means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV or Section 302 of ERISA or Section 412 of the Code, and in respect of which the Borrower, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA. "Prepayment Event" shall have the meaning assigned to such term in the US Term Facility Agreement. "Prime Rate" means the rate of interest per annum publicly announced from time to time by JPMCB (or any successor Administrative Agent appointed or chosen pursuant to Article VIII hereof) as its prime rate in effect at its principal office in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. "Priority Payables Reserve" means, at any time, the sum of, without duplication of any deductions made pursuant to the definitions of "Additional Inventory Reserves", "Inventory Reserves", "Eligible Inventory" and "Inventory Value", the full amount of the liabilities at such time which have a trust imposed to provide for payment thereof or a security interest, Lien or charge ranking or capable of ranking, in each case senior to or pari passu with the Liens created under the Security Documents under Canadian federal, provincial, county, municipal or local law with respect to claims for goods and services taxes, sales tax, income tax, workers' compensation obligations, vacation pay or pension fund obligations. "Rationalization Charges" means, for any period, cash and non-cash charges related to rationalization actions designed to reduce capacity, eliminate redundancies and reduce costs. Rationalization Charges will be computed by a method consistent with that used in preparing the financial statements referred to in Section 3.04. "Raw Material" means Inventory used or consumed in the manufacturing of goods to be sold by the Borrower or another Grantor in the ordinary course of business. "Recovery Rate" means (a) the estimated net recovery of all Inventory of the Borrower and the other Grantors stated in U.S. Dollars as determined on a net orderly liquidation basis by the most recent analysis conducted by outside inventory consultants/appraisers retained or approved by the Administrative Agent and disclosed to the Borrower divided by (b) the Inventory Value of all Inventory of the Borrower and each other Grantor as of the date of such most recent analysis. 30 "Register" has the meaning set forth in Section 9.04. "Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents, counsel and other advisors of such Person and such Person's Affiliates. "Rent Reserve" means, on any date, with respect to any retail store, distribution center, warehouse, manufacturing facility or other Permitted Inventory Location where any Eligible Inventory that is subject to Liens arising by operation of law is located and with respect to which no Lien Waiver is in effect, a reserve equal to three months' rent and charges at such retail store, distribution center, warehouse, manufacturing facility or other Permitted Inventory Location. "Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property) on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests. "Retail Division" means those standard business units of the Borrower and the other Grantors classified as "Retail Division" on the Borrower's perpetual inventory records. "Revolving Availability Period" means the period from and including the Effective Date to but excluding the earlier of (a) the Maturity Date and (b) the date of termination of the Revolving Commitments. "Revolving Commitment" means, with respect to each Lender, the commitment of such Lender to make Revolving Loans hereunder, expressed as an amount representing the maximum permitted aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's Revolving Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders' Revolving Commitments is $500,000,000. "Revolving Credit Exposure" means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender's Revolving Loans at such time. 31 "Revolving Lender" means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Credit Exposure. "Revolving Loan" means a Loan made pursuant to clause (ii) of Section 2.01(a). "Sale and Leaseback Transaction" means any arrangement whereby the Borrower or a Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease from the buyer or transferee property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, other than any such transaction entered into with respect to any property or any improvements thereto at the time of, or within 180 days after, the acquisition or completion of construction of such property or such improvements (or, if later, the commencement of commercial operation of any such property), as the case may be, to finance the cost of such property or such improvements, as the case may be. "Secured Parties" means the Administrative Agent, the Collateral Agent and each Lender. "Securitization Transaction" means, with respect to any Person, (i) any transfer by such Person of accounts receivable, rights to future lease payments or residuals or other financial assets, and related property, or interests therein (a) to a trust, partnership, corporation or other entity, which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness or securities that are to receive payments from, or that represent interests in, the cash flow derived from such accounts receivable or interests, or (b) directly to one or more investors or other purchasers, (ii) any Indebtedness of such Person secured substantially entirely by accounts receivable, rights to future lease payments or residuals or other financial assets, and related property or (iii) any factoring transaction involving substantially entirely accounts receivable, rights to future lease payments or residuals or other financial assets, and related property. The amount of any Securitization Transaction shall be deemed at any time to be the aggregate outstanding principal amount of the Indebtedness or securities referred to in the preceding sentence or, if there shall be no such principal amount, the equivalent outstanding amount of the funded investment. "Security Documents" means the Guarantee and Collateral Agreement, the Canadian Security Agreements and each other instrument or document delivered pursuant to Section 5.08, in each case to secure any of the Obligations. "Standard & Poor's" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto. 32 "Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject, with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. "subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which are consolidated with those of the parent in the parent's consolidated financial statements in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. "Subsidiary" means any subsidiary of the Borrower. "Subsidiary Guarantor" means any Subsidiary that becomes, or is required to become, a US Guarantor (as defined in the Guarantee and Collateral Agreement) pursuant to Section 4.01(j) or 5.08. "Swap Agreement" means any agreement, including any master agreement, with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates or prices for one or more currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions. "Syndication Agent" means Citicorp USA, Inc., in its capacity as syndication agent hereunder. "Taxes" means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority. 33 "Term Lender" means a Lender with a Term Loan Commitment or an outstanding Term Loan. "Term Loans" means a Loan made pursuant to clause (i) of Section 2.01(a). "Term Loan Commitment" means, with respect to each Lender, the commitment, if any, of such Lender to make a Term Loan hereunder on the Effective Date, expressed as an amount representing the maximum principal amount of the Term Loan to be made by such Lender hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's Term Loan Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Term Loan Commitment, as applicable. The initial aggregate amount of the Lenders' Term Loan Commitments is $800,000,000. "Transactions" means the execution, delivery and performance by the Borrower of this Agreement and by the Borrower, the Subsidiary Guarantors and the Grantors, as applicable, of the other Credit Documents, the borrowing of the Loans, the creation of the Liens and Guarantees provided for in the Security Documents and the other transactions contemplated hereby. "Type", when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate. "UCC" means Article 9 of the Uniform Commercial Code as from time to time in effect in the State of New York. "US Revolving Facility Agreement" means the $750,000,000 Revolving Loan Agreement dated as of the date hereof among the Borrower, certain lenders and JPMCB, as administrative agent. "US Term Facility Agreement" means the $645,545,454 Term Loan Agreement dated as of the date hereof among the Borrower, certain lenders, JPMCB, as administrative agent, and BNP Paribas, as syndication agent. "Wholly Owned Subsidiary" of any person shall mean a subsidiary of such person of which securities (except for directors' qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, controlled or held by such person or one or more wholly owned Subsidiaries of such person or by such person and one or more wholly owned Subsidiaries of such person. 34 "Wingfoot" means Wingfoot Commercial Systems LLC. "Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving Borrowing"). SECTION 1.03. Foreign Currency Translation. For purposes of determining compliance as of any date with Section 6.01, 6.02, 6.03, 6.05 or 6.06, amounts incurred or outstanding in currencies other than dollars shall be translated into dollars at the exchange rates in effect on the first Business Day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made, as such exchange rates shall be determined in good faith by the Borrower. No Default or Event of Default shall arise as a result of any limitation set forth in dollars in Section 6.01, 6.02, 6.03, 6.05 or 6.06 being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made. SECTION 1.04. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 35 SECTION 1.05. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. ARTICLE II The Credits SECTION 2.01. Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees (i) to make Term Loans to the Borrower on the Effective Date in a principal amount not exceeding its Term Loan Commitment and (ii) to make Revolving Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (x) such Lender's Revolving Credit Exposure exceeding such Lender's Revolving Commitment or (y) the sum of the Revolving Credit Exposure and the aggregate principal amount of the outstanding Term Loans exceeding the Borrowing Base Availability then in effect. (b) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed. SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required. (b) Subject to Section 2.11, each Revolving Borrowing and Term Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith; provided that all Borrowings made on the Effective Date must be made as ABR Borrowings. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the 36 obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. (c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided, that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 20 Eurodollar Borrowings outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. SECTION 2.03. Requests for Borrowing. To request a Revolving Borrowing or Term Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 3:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 10:30 a.m., New York City time, on the day of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be a Revolving Borrowing or a Term Loan Borrowing; (ii) the aggregate amount of the requested Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (v) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; and (vi) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04. 37 If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing. SECTION 2.04. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:30 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account designated by the Borrower in the applicable Borrowing Request. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included in such Borrowing. It is agreed that no payment by the Borrower under this paragraph will be subject to any break-funding payment under Section 2.13. SECTION 2.05. Interest Elections. (a) Each Revolving Borrowing and Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the 38 Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing or Term Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period". If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Lenders, so 39 notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. SECTION 2.06. Termination of Commitments; Reductions of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.08, the total Revolving Credit Exposures would exceed the total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender on the Maturity Date and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender on the Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 40 (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein (including any failure to record the making or repayment of any Loan) shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement or prevent the Borrower's obligations in respect of Loans from being discharged to the extent of amounts actually paid in respect thereof. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in substantially the form set forth in Exhibit C hereto. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). SECTION 2.08. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (c) of this Section. (b) In the event and on each occasion that the aggregate Revolving Credit Exposures exceed the total Revolving Commitments, the Borrower shall prepay Revolving Borrowings in an aggregate amount equal to such excess. In the event and on each occasion that the sum of the aggregate Revolving Credit Exposures, when taken together with the aggregate outstanding principal amount of the Term Loans, exceed the Borrowing Base Availability then in effect, the Borrower shall prepay Revolving Borrowings in an aggregate amount equal to such excess and, in the event that after such prepayment of Revolving Borrowings any such excess shall remain, the Borrower shall prepay Term Borrowings in an aggregate amount equal to such remaining excess (or, to the extent of not more than $80,000,000 of such remaining excess, deposit cash collateral in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders to secure the Obligations; provided that any amount in such account that shall not have been applied to the payment of the Obligations shall be returned to the Borrower at such time as no such remaining excess shall exist; provided further that if after 60 days following the deposit of such cash 41 collateral any of such cash collateral shall not have been returned to the Borrower as provided above, the Borrower shall at such time repay Term Borrowings in such amount (it being understood that such cash collateral may be utilized to make such payment at such time)). (c) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 3:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable, shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing (other than pursuant to Section 2.08(b)) shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10. SECTION 2.09. Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the rate of 0.75% per annum on the daily unused amount of the Revolving Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Revolving Commitment terminates. Accrued commitment fees shall be payable in arrears in the case of commitment fees in respect of the Revolving Commitments, on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (c) On each date on which (i) Revolving Commitments are terminated or reduced, (ii) Term Loans are repaid or prepaid (whether on a voluntary or mandatory basis), (iii) the Revolving Availability Period is extended or (iv) the Maturity Date is extended, the Borrower agrees to pay to the Administrative Agent for the account of each Lender holding a Revolving Commitment or Term Loan, as applicable, on such date a fee equal to 2.00% or, at any time on or after April 1, 2004, 1.00% of the amount of such 42 Lender's Revolving Commitments or Term Loans subject to such termination, reduction, repayment, prepayment or extension. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances. SECTION 2.10. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus 3.00% per annum. (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus 4.00% per annum. (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. SECTION 2.11. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing: 43 (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Majority Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. SECTION 2.12. Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or (ii) impose on any Lender or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), in each case by an amount deemed by such Lender to be material then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law regarding capital requirements has had or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, in each case by an amount deemed by such Lender to be material, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender's holding company would have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such 44 Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof, unless such amount is being contested by the Borrower in good faith. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. SECTION 2.13. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.08(c) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower. The Borrower shall pay such Lender the amount shown as due on any such 45 certificate within 10 days after receipt thereof, unless such amount is being contested by the Borrower in good faith. SECTION 2.14. Taxes. (a) Any and all payments by or on account of any obligation of the Borrower or any other Credit Party hereunder or under any other Credit Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower or any other Credit Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions of such Taxes (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made (and the Borrower shall pay or cause such Credit Party to pay such increased amount), (ii) the Borrower or such other Credit Party shall make such deductions and (iii) the Borrower or such other Credit Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (c) The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower or any other Credit Party hereunder or under any other Credit Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or any other Credit Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time such Foreign Lender first becomes a party to this Agreement and at the time or times 46 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; provided that such Foreign Lender has received written notice from the Borrower advising it of the availability of such exemption or reduction and supplying all applicable documentation. SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) Except as required or permitted under Section 2.03, 2.12, 2.13, 2.14, 2.16 or 9.03, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of fees, each reduction of the Commitments and each refinancing of any Borrowing with a Borrowing of any Type, shall be allocated pro rata among the Lenders in accordance with their respective Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans). Each Lender agrees that in computing such Lender's portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender's percentage of such Borrowing to the next higher or lower whole dollar amount. (b) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.12, 2.13 or 2.14 or otherwise) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without setoff, counterclaim or other deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except that payments pursuant to Sections 2.12, 2.13, 2.14, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person in appropriate ratable shares to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (c) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. 47 (d) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law and under this Agreement, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (f) If any Lender shall fail to make any payment required to be made by it hereunder for the account of the Administrative Agent or any Lender, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations in respect of such payment until all such unsatisfied obligations are fully paid. SECTION 2.16. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12 or if the Borrower is required to 48 pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee or the Borrower, as the case may be, and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments. ARTICLE III Representations and Warranties The Borrower represents and warrants to the Lenders that: SECTION 3.01. Organization; Powers. The Borrower and each of the other Credit Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not be reasonably likely to result in a Material Adverse Change, is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required. Each Subsidiary of the Borrower other than the Credit Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now 49 conducted and is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required, except for failures that, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change. SECTION 3.02. Authorization; Enforceability. The Transactions to be entered into by each Credit Party are within such Credit Party's powers and have been duly authorized. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Credit Document to which any Credit Party is to be a party, when executed and delivered by such Credit Party, will constitute, a legal, valid and binding obligation of the Borrower or such Credit Party, as the case may be, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. SECTION 3.03. Governmental Approvals; No Conflicts. Except to the extent that no Material Adverse Change would be materially likely to result, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as are required to perfect Liens created under the Security Documents and such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of the Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of the Subsidiaries or any of their assets, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of the Subsidiaries, except Liens created under the Credit Documents. SECTION 3.04. Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders a draft in substantially final form of its consolidated balance sheet and statements of income, stockholders' equity and cash flows as of and for the fiscal year ended December 31, 2002. Such financial statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such fiscal year in accordance with GAAP. (b) Except as disclosed in the Disclosure Documents, since December 31, 2002, there has been no event or condition that constitutes or would be materially likely to result in a Material Adverse Change, it being agreed that a reduction in any rating relating to the Borrower issued by any rating agency shall not, in and of itself, be an event or condition that constitutes or would be materially likely to result in a Material Adverse Change (but that events or conditions underlying or resulting from any such reduction may constitute or be materially likely to result in a Material Adverse Change). 50 SECTION 3.05. Litigation and Environmental Matters. (a) Except as set forth in the Disclosure Documents, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that if adversely determined would be materially likely, individually or in the aggregate, to result in a Material Adverse Change or (ii) that involve the Credit Documents or the Transactions. (b) Except as set forth in the Disclosure Documents, and except with respect to matters that, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change, neither the Borrower nor any of the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. SECTION 3.06. Compliance with Laws and Agreements. Each of the Borrower and each of the Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to be in compliance, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change. No Event of Default has occurred and is continuing. SECTION 3.07. Investment and Holding Company Status. Neither the Borrower nor any of the Subsidiaries is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended. SECTION 3.08. (a) ERISA and Canadian Pension Plans. Except as disclosed in the Disclosure Documents, no ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events that have occurred or are reasonably expected to occur, would be materially likely to result in a Material Adverse Change. (b) The Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and all other applicable laws which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations of each Credit Party (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. To the knowledge of the Credit Parties there have been no improper withdrawals of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. 51 There are no outstanding material disputes concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Each of the Canadian Pension Plans is being funded in accordance with the actuarial valuation reports last filed with the applicable Governmental Authorities and which are consistent with generally accepted actuarial principles. SECTION 3.09. Disclosure. Neither the Information Memorandum nor the reports, financial statements, certificates or other written information referred to in Section 3.04 or delivered after the date hereof by or on behalf of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to Section 5.01 (taken together with all other information so furnished and as modified or supplemented by other information so furnished) contained or will contain, in each case as of the date delivered, any material misstatement of fact or omitted or will omit to state, in each case as of the date delivered, any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information or other forward looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. SECTION 3.10. Security Interests. (a) When executed and delivered, each of the Guarantee and Collateral Agreement and the Canadian Security Agreements will be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the ABL Facilities Collateral, to the extent contemplated by the Guarantee and Collateral Agreement or the Canadian Security Agreements, as the case may be, and when financing statements in appropriate form are filed, and any other applicable registrations are made, in the offices specified in the Perfection Certificate, the Guarantee and Collateral Agreement and the Canadian Security Agreements will create a perfected security interest (or hypothec, as applicable) in all right, title and interest of the Grantors in the ABL Facilities Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements and making such other applicable filings and registrations in such jurisdictions, prior and superior to the rights of any other Person and subject to no other Lien other than Permitted Encumbrances. (b) Upon (i) the recordation of the Guarantee and Collateral Agreement or a memorandum of such Agreement with the United States Patent and Trademark Office and (ii) the recordation of the Canadian Security Agreements with the Canadian Intellectual Property Office, the Guarantee and Collateral Agreement and the Canadian Security Agreements, as the case may be, will create a perfected Lien on all right, title and interest of the Grantors in the Material Trademarks in which a security interest may be perfected by such recordation in the United States Patent and Trademark Office or the Canadian Intellectual Property Office, as the case may be, subject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the Canadian Intellectual Property Office, as the case 52 may be, may be necessary to perfect a Lien on registered trademarks and trademark applications acquired by the Grantors after the Effective Date). As of the Effective Date, Schedule 3.10(b) sets forth all the Material Trademarks. (c) None of the Perfection Certificate or any other written information relating to the Collateral delivered after the date hereof by or on behalf of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to any provision of any Credit Document is or will be incorrect when delivered in any respect material to the rights or interests of the Lenders under the Credit Documents. SECTION 3.11. Use of Proceeds. The proceeds of the Loans will be used only for the purposes referred to in the preamble to this Agreement. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. ARTICLE IV Conditions SECTION 4.01. Effective Date. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) counterparts of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) Covington & Burling, counsel for the Borrower, substantially in the form of Exhibit F-1 and (ii) the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit F-2, and covering such other matters relating to the Credit Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall reasonably request. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization by the Credit Parties of the Transactions and any other legal matters relating to the Borrower, the other Credit Parties, the Credit Documents or the 53 Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Lenders shall have received drafts in substantially final form of the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, containing the Borrower's consolidated balance sheet and statements of income, stockholders' equity and cash flows as of the end of and for such fiscal year. (e) The representations and warranties set forth in Article III shall be true and correct in all material respects on the Effective Date and the Administrative Agent shall have received a certificate signed by a Financial Officer to that effect. (f) The Borrower and the other Credit Parties shall be in compliance with all the terms and provisions set forth herein and in the other Credit Documents in all material respects on their part to be observed or performed, and at the time of and immediately after the Effective Date, no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate signed by a Financial Officer to that effect. (g) The Convertible Term Loan Agreement dated as of February 4, 1998, between the Borrower and Banque Nationale de Paris S.A., Dublin Branch, as amended and in effect on the date hereof, shall have been terminated. (h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (i) The Administrative Agent shall have received (i) a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer, together with all attachments contemplated thereby, and (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings or registrations made with respect to the Credit Parties in the jurisdictions referred to in paragraph 1 of the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search. (j) The Administrative Agent shall have received from the Borrower and each North American Subsidiary (other than the Excluded Subsidiaries and the Consent Subsidiaries) a counterpart of the Guarantee and Collateral Agreement and, in the case of any North American Subsidiary that is not a Domestic Subsidiary, the Canadian Security Agreements duly executed and delivered on behalf of the Borrower or such Subsidiary as a US Guarantor and (except in the case of a Subsidiary that shall have had consolidated assets of less than 54 $10,000,000 at December 31, 2002, and that shall not have elected to become an ABL Facilities Grantor) an ABL Facilities Grantor. (k) all Uniform Commercial Code and other personal property security financing statements and recordations with the United States Patent and Trademark Office and the Canadian Intellectual Property Office, as the case may be, required by law or reasonably requested by the Collateral Agent to be filed or recorded to perfect the Liens intended to be created on the ABL Facilities Collateral (to the extent such Liens may be perfected by filings under the Uniform Commercial Code or personal property security legislation, as the case may be, as in effect in any applicable jurisdiction or by filings with the United States Patent and Trademark Office and the Canadian Intellectual Property Office, as the case may be) shall have been filed or recorded or delivered to the Collateral Agent for filing or recording. (l) The Existing Securitization Facilities shall have been terminated, and all right, title and interest of all Accounts of Wingfoot A/R LLC thereunder and all bank accounts with respect thereto shall have been reconveyed to the Borrower. (m) The Administrative Agent shall have received evidence that (i) Lockbox Agreements shall have been executed and delivered by the Borrower and each Deposit Account Institution with respect to each Deposit Account in the Lockbox System (other than Excluded Operating Accounts) and (ii) such Lockbox Agreements shall have become effective. (n) The facilities established by each of the New Facilities Credit Agreements (other than this Agreement) shall have become or shall simultaneously become effective on terms satisfactory to the Lenders. (o) The Administrative Agent shall have completed an audit of the Collateral and the related systems and procedures of the Borrower and its Subsidiaries and the results thereof shall be reasonably satisfactory to the Arrangers. (p) The Administrative Agent shall have received a completed interim calculation of such components of the Borrowing Base, as of such period, as the Administrative Agent shall agree. The Collateral Agent may enter into agreements with the Borrower to grant extensions of time for the perfection of security interests in or the obtaining of legal opinions or other documents with respect to particular assets (including extensions beyond the Effective Date for the perfection of security interests in the assets of the Grantors on such date) where it determines that perfection cannot be accomplished without undue effort or expense by the time or times at which it 55 would otherwise be required by this Agreement or the Security Documents. The Loans made, the application of the proceeds thereof and the termination of existing Indebtedness on the Effective Date shall be deemed to occur simultaneously. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on April 1, 2003 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a conversion or continuation of an outstanding Borrowing), shall be subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower set forth in this Agreement and in the other Credit Documents (insofar as they relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all respects material to the rights or interests of the Lenders under the Credit Documents on and as of the date of such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (b) After giving effect to such Borrowing, the sum of the Revolving Credit Exposure and the aggregate principal amount of the outstanding Term Loans shall not exceed the Borrowing Base Availability then in effect. (c) At the time of and immediately after giving effect to such Borrowing no Default or Event of Default shall have occurred and be continuing and no breach of the delivery requirements of Section 5.01(a) or (b) shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. 56 ARTICLE V Affirmative Covenants Until the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders that: SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within 110 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers or other independent public accountants of recognized national standing (without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries in accordance with GAAP consistently applied; and concurrently with the filing of the Borrower's annual report on Form 10-K, an annual operating plan prepared by management of the Borrower in a manner consistent with past practice, which annual operating plan shall include, for the fiscal year in which it is delivered, (i) annual and quarterly projected income statements, annual and quarterly projected statements of cash flow, and a projected year-end balance sheet as of the last day of such fiscal year, in each case, for the Borrower and its Consolidated Subsidiaries, and (ii) quarterly projections of unit and dollar sales, EBIT and operating cash flow by business unit; (b) as soon as available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) at the time of each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any 57 action taken or proposed to be taken with respect thereto, (ii) demonstrating compliance with Sections 6.08, 6.09, 6.10 and 6.11 at the end of the period to which such financial statements relate and for each applicable period then ended, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements delivered under clause (a) above (or, prior to the delivery of any such financial statements, since December 31, 2002) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the United States Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) at the time of each delivery of financial statements under clause (a) or (b) above, and at such other times as the Borrower may determine, a certificate of a Financial Officer identifying each Domestic Subsidiary formed or acquired after the Effective Date and not previously identified in a certificate delivered pursuant to this paragraph, stating whether each such Domestic Subsidiary is a Consent Subsidiary and describing the factors that shall have led to the identification of any such Domestic Subsidiary as a Consent Subsidiary; (f) from time to time, all information and documentation required to be delivered under Section 4.04 of the Guarantee and Collateral Agreement; (g) at the time of each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower certifying that the requirements of Section 5.08 have been satisfied in all material respects; and (h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement or the other Credit Documents, or the perfection of the security interests created by the Security Documents, as the Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at http://www.sec.gov; provided that the Borrower shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be 58 delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. SECTION 5.02. Notices of Defaults. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the occurrence of any Default, together with a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each of the Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except to the extent that failures to keep in effect such rights, licenses, permits, privileges and franchises would not be materially likely, individually or in the aggregate for all such failures, to result in a Material Adverse Change; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.04. SECTION 5.04. Maintenance of Properties. The Borrower will, and will cause each of the Subsidiaries to, keep and maintain all its property in good working order and condition, ordinary wear and tear excepted, except to the extent any failure to do so would not, individually or in the aggregate, be materially likely to result in a Material Adverse Change (it being understood that the foregoing shall not prohibit any sale of any assets permitted by Section 6.06). SECTION 5.05. Books and Records; Inspection and Audit Rights; Access Rights. (a) The Borrower will, and will cause each of the Subsidiaries to, keep books of record and account sufficient to enable the Borrower to prepare the financial statements and other information required to be delivered under Section 5.01. The Borrower will, and will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent (or by any Lender acting through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties (accompanied by a representative of the Borrower) and to discuss its affairs, finances and condition with its officers, all at such reasonable times and as often as reasonably requested. (b) The Borrower will, and will cause each of the other Grantors to, permit any representatives designated by the Administrative Agent (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) (or by any Lender acting through the Administrative Agent) to conduct quarterly evaluations and semiannual appraisals of the Borrower's computation of the Borrowing Base and the assets included in the Borrowing Base and such other assets and properties of the Borrower or the Subsidiaries as the Administrative Agent or Majority Lenders may reasonably require, all at reasonable times and upon advance notice to the Borrower and, if reasonably requested at any time when Borrowing Base Availability shall be less than 59 $100,000,000, more often than quarterly, in the case of evaluations, or semiannually, in the case of appraisals. The Borrower shall pay the reasonable fees (including reasonable and customary internally allocated fees and expenses of employees of the Administrative Agent as to which invoices have been furnished) and expenses of any third party representatives retained by the Administrative Agent as to which invoices have been furnished to conduct any such evaluation or appraisal, including the reasonable fees and expenses associated with collateral monitoring services performed by the Collateral Agent Services Group of the Administrative Agent to the extent not otherwise agreed in writing by the Borrower and the Administrative Agent. To the extent required by the Administrative Agent or the Majority Lenders in their discretion (not to be exercised unreasonably) as a result of any such evaluation, appraisal or monitoring, the Borrower also agrees to modify or adjust the computation of the Borrowing Base (which may include maintaining additional reserves or modifying the eligibility criteria for the components of the Borrowing Base, but not modifying the specifically enumerated advance rates specified in the definition of the "Borrowing Base"). Any such modification or adjustment required by the Administrative Agent or the Majority Lenders shall be made by written notice to the Borrower setting forth in reasonable detail the basis for such modification or adjustment, and shall become effective for purposes of the first Borrowing Base Certificate that is delivered pursuant to Section 5.09 at least five Business Days after the date of receipt by the Borrower of such written notice. (c) In the event that historical accounting practices, systems or reserves relating to the components of the Borrowing Base are modified in a manner that is adverse to the Lenders in any material respect, the Borrower will agree to maintain such additional reserves (for purposes of computing the Borrowing Base) in respect of the components of the Borrowing Base and make such other adjustments to its parameters for including the components of the Borrowing Base as the Administrative Agent or the Majority Lenders in their discretion (not to be exercised unreasonably) shall reasonably require based upon such modifications. SECTION 5.06. Compliance with Laws. The Borrower will, and will cause each of the Subsidiaries to, comply with all laws, including Environmental Laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not be materially likely to result in a Material Adverse Change. SECTION 5.07. Insurance. The Borrower will, and will cause each of the Subsidiaries to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customary among companies of established reputation engaged in the same or similar businesses and operating in the same or similar locations, except to the extent the failure to do so would not be materially likely to result in a Material Adverse Change. The Borrower will furnish to the Administrative Agent or any Lender, upon request, information in reasonable detail as to the insurance so maintained. 60 SECTION 5.08. Guarantees and Collateral. (a) In the event that there shall at any time exist any North American Subsidiary (other than an Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and Collateral Agreement or the Canadian Security Agreements, as the case may be, the Borrower will promptly notify the Collateral Agent (including in such notice the information that would have been required to be set forth with respect to such Subsidiary in the Perfection Certificate if such Subsidiary had been one of the Grantors listed therein) and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, deliver to the Collateral Agent a supplement to the Guarantee and Collateral Agreement or the Canadian Security Agreements, as the case may be, in substantially the form specified therein, duly executed and delivered on behalf of such North American Subsidiary, pursuant to which such North American Subsidiary will become a party to and a Subsidiary Guarantor and, if it elects to become an ABL Facilities Grantor or if its consolidated assets are greater than $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), an ABL Facilities Grantor, in each case as defined in the Guarantee and Collateral Agreement. (b) In the event that the Borrower or any other Grantor shall at any time own any Material Trademarks (other than Material Trademarks as to which the actions required by this paragraph have already been taken), the Borrower will promptly notify the Collateral Agent and will file all Uniform Commercial Code financing statements or other applicable personal property security law filings and recordations with the Patent and Trademark Office or the Canadian Intellectual Property Office as shall be required by law or reasonably requested by the Collateral Agent to be filed or recorded to perfect the Liens intended to be created on the ABL Facilities Collateral (to the extent such Liens may be perfected by filings under the Uniform Commercial Code or other personal property security legislation as in effect in any applicable jurisdiction or by filings with the United States Patent and Trademark Office or the Canadian Intellectual Property Office); provided, that if the consents of Persons other than the Borrower and the Wholly Owned Subsidiaries would be required under applicable law or the terms of any agreement in order for a security interest to be created in any Material Trademark under the Guarantee and Collateral Agreement or the Canadian Security Agreements, as the case may be, a security interest shall not be required to be created in such Material Trademark prior to the obtaining of such consents. The Borrower will endeavor in good faith to obtain any consents required to permit any security interest in Material Trademarks to be created under the Guarantee and Collateral Agreement or the Canadian Security Agreements, as the case may be. (c) The Borrower will, and will cause each Subsidiary to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions, as may be reasonably requested by the Collateral Agent in order to cause the security interests purported to be created by the Security Documents or required 61 to be created under the terms of this Agreement to constitute valid security interests, perfected in accordance with this Agreement. (d) During the period of 45 days after the Effective Date, the Borrower will endeavor in good faith to obtain any consents of third parties required in order for each North American Subsidiary listed on Part II of Schedule 1.01A to execute the Guarantee and Collateral Agreement as an ABL Guarantor and, if its consolidated assets are greater than $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), an ABL Facilities Grantor and perform its obligations thereunder and shall advise the Collateral Agent in writing whether such consents have been obtained, and if such consents have been obtained, will cause such North American Subsidiary to execute the Guarantee and Collateral Agreement as provided in paragraph (a) above. SECTION 5.09. Borrowing Base Certificate. The Borrower will furnish to the Administrative Agent, no later than (a) 15 days following the end of each fiscal month (or, if such day is not a Business Day, the next succeeding Business Day), a completed Borrowing Base Certificate showing the Borrowing Base as of the close of business on the last day of such immediately preceding fiscal month as outlined in Exhibit E, (b) the third Business Day of each week (or less frequently if agreed to by the Administrative Agent in its sole discretion), an interim calculation of Eligible Accounts Receivable as of Saturday of the immediately preceding week and (c) if requested by the Administrative Agent, at any other time when the Administrative Agent reasonably believes that the then existing Borrowing Base Certificate is materially inaccurate, as soon as reasonably practicable but in no event later than five Business Days after such request, a completed Borrowing Base Certificate showing the Borrowing Base as of the date so requested, in each case with such supporting documentation and additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request. ARTICLE VI Negative Covenants Until the Commitments shall have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders that: SECTION 6.01. Indebtedness and Preferred Equity Interests. The Borrower will not, and will not permit any Consolidated Subsidiary to, create, incur, assume or permit to exist any Indebtedness, or issue any preferred stock or other preferred Equity Interests, except: 62 (a) Indebtedness under this Agreement (and related Indebtedness under the Security Documents) and additional Indebtedness that may be incurred pursuant to Section 9.02(c) that does not result in the aggregate principal amount of Indebtedness under this Agreement exceeding $1,600,000,000; (b) Indebtedness under the other New Facilities Credit Agreements (and related Indebtedness under the Security Documents) in an amount for each New Facilities Credit Agreement not greater than the aggregate amount of the outstanding loans and unfunded commitments of the lenders thereunder on the Effective Date; (c) other Indebtedness existing (or incurred pursuant to commitments to lend existing) on March 31, 2003, substantially all of which is set forth or described in Schedule 6.01 (as such Schedule 6.01 shall be modified in connection with the delivery of financial statements in respect of the fiscal period ended on March 31, 2003); (d) Indebtedness owed to the Borrower or any Subsidiary and permitted under Section 6.05(b); (e) Guarantees expressly permitted under Section 6.05; (f) Indebtedness of Foreign Subsidiaries (other than the European JV and its subsidiaries and Luxembourg Finance (it being understood that Indebtedness of Goodyear S.A., organized under the laws of Luxembourg, existing on the date hereof shall be counted against the limitation set forth in this Section 6.01(f) from and after the date on which it becomes secured)) in an aggregate principal amount (excluding Indebtedness existing or incurred under the other clauses of this Section 6.01 and under Section 6.05(b)) not greater than $200,000,000 outstanding at any time; (g) Securitization Transactions (other than those permitted by Sections 6.01(j), (l) and (r)) in an aggregate amount not greater than $275,000,000 outstanding at any time; (h) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement; (i) Attributable Debt of the Borrower or any Subsidiary incurred pursuant to Sale and Leaseback Transactions permitted by Section 6.03; 63 (j) Indebtedness of any Person that becomes a Subsidiary after the date hereof as a result of a transaction expressly permitted under Section 6.05(e); provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (k) obligations of the Borrower and the Subsidiaries existing on the date hereof (other than Guarantees, Securitization Transactions and Sale and Leaseback Transactions) that would not constitute Indebtedness that would appear as liabilities on a consolidated balance sheet of the Borrower under GAAP as in effect on the date hereof and that, as a result of changes in GAAP after the date hereof, shall be required to be reflected on such a balance sheet as liabilities; (l) Indebtedness of any Subsidiary that is not a Consolidated Subsidiary under GAAP as in effect on the date hereof (and in the event that any such Subsidiary shall become a Consolidated Subsidiary, Indebtedness of such Subsidiary existing at the time it becomes a Consolidated Subsidiary); (m) any extension, renewal, refinancing or replacement of any Indebtedness referred to in any of clauses (a) through (l) above that does not increase the outstanding principal amount thereof (except to the extent necessary to pay the fees, expenses, underwriting discounts and prepayment premiums in connection therewith) or change the parties directly or indirectly responsible for the payment of such Indebtedness; provided that (i) any such refinancing or replacement Indebtedness shall not shorten the maturity of the Indebtedness refinanced or replaced or add a requirement not previously applicable to the Indebtedness refinanced or replaced that such Indebtedness be prepaid, redeemed, repurchased or defeased on one or more scheduled dates or upon the happening of one or more events (other than events of default or change of control events) before the maturity of the Indebtedness refinanced or replaced and (ii) any such refinancing or replacement of Indebtedness under any revolving credit or similar facility shall be accompanied by the termination of the portion of the commitments under such facility under which such refinanced or replaced Indebtedness shall have been outstanding; (n) Indebtedness arising from the honoring of a check, draft or similar instrument presented by the Borrower or a Subsidiary against insufficient funds; (o) Indebtedness pursuant to any Swap Agreement entered into to hedge against risks to which the businesses of the Borrower and the Subsidiaries are exposed, and not for speculative purposes; (p) unsecured surety and performance bonds entered into in the ordinary course of business and not securing Indebtedness; 64 (q) other unsecured Indebtedness for borrowed money of the Borrower, or preferred Equity Interests of the Borrower ("Permitted Preferred Stock"), or any combination thereof, not maturing or required to be prepaid, redeemed, repurchased or defeased prior to the Maturity Date, whether on one or more scheduled dates or upon the happening of one or more events (other than events of default (or similar events relating to Equity Interests) or change of control events), and any Guarantee of such Indebtedness provided by any Subsidiary that is a US Guarantor under the Guarantee and Collateral Agreement that is subordinated to the Obligations on terms in no material respect less favorable to the Lenders than market terms prevailing at the time such Guarantee is issued; provided that the aggregate principal or stated amount of such Indebtedness (or of the Indebtedness it Guarantees) or preferred Equity Interests created or assumed pursuant to this clause (q) and outstanding at any time, without duplication, shall not exceed $1,000,000,000; provided further, that for purposes of this paragraph, any trust preferred stock or similar preferred Equity Interest issued by a special purpose entity substantially all the assets of which consist of Indebtedness or preferred Equity Interests of the Borrower will be deemed to be a preferred Equity Interest of the Borrower; (r) a Securitization Transaction in an aggregate amount not greater than $15,000,000 outstanding at any time involving accounts receivable, rights to future lease payments or residuals or other financial assets, and related property of Goodyear Australia Pty Limited; and (s) other Indebtedness in an aggregate amount at any time outstanding not to exceed $25,000,000. SECTION 6.02. Liens. The Borrower will not, and will not permit any Consolidated Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof (other than sales of delinquent receivables and sales of receivables in the ordinary course of business (other than Securitization Transactions and factoring transactions) for the purpose of accelerating collection of such receivables), except: (a) Liens created under the New Facilities Documents; (b) Permitted Encumbrances; (c) any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; 65 (d) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien secures Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (iii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary, and (iv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (e) Liens on assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary; (f) Liens on assets of Foreign Subsidiaries (other than the European JV and its subsidiaries and Luxembourg Finance) securing Indebtedness incurred under Section 6.01(f); (g) Liens in connection with Securitization Transactions permitted under Section 6.01(g) and (r); (h) Liens in connection with Sale and Leaseback Transactions permitted by Section 6.03; (i) Liens on specific items of inventory or other goods (and proceeds thereof) securing obligations in respect of bankers' acceptances issued for the account of the Borrower or a Subsidiary to facilitate the purchase, shipment or storage of such items of inventory or other goods; (j) Liens on specific items of inventory or other goods and related documentation (and proceeds thereof) securing reimbursement obligations in respect of trade letters of credit issued to ensure payment of the purchase price for such items of inventory or other goods; (k) any interest of a lessor in property subject to an operating lease; 66 (l) Liens referred to in policies of title insurance with respect to Mortgaged Property delivered to the Administrative Agent prior to the Effective Date; and (m) other Liens on assets not constituting Collateral; provided that the aggregate amount of the Indebtedness and other obligations secured by such Liens shall at no time exceed $25,000,000. SECTION 6.03. Sale and Leaseback Transactions. The Borrower will not, and will not permit any of the Consolidated Subsidiaries to, enter into or be party to any Sale and Leaseback Transaction other than (a) Sale and Leaseback Transactions existing on the date hereof and any replacement Sale and Leaseback Transactions that do not involve assets other than those subject to the Sale and Leaseback Transactions they replace and do not increase the Attributable Debt related thereto and (b) other Sale and Leaseback Transactions the aggregate outstanding Attributable Debt in respect of which does not exceed $125,000,000. SECTION 6.04. Fundamental Changes. The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all the assets of the Borrower and its Consolidated Subsidiaries, taken as a whole, or, in the case of the Borrower, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; except that no Domestic Subsidiary may merge into a Foreign Subsidiary, (iii) any sale of a Subsidiary made in accordance with Section 6.06 may be effected by a merger of such Subsidiary and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary; provided that any Investment that takes the form of a merger or consolidation (other than any merger or consolidation involving the Borrower) that is expressly permitted by Section 6.05 shall be permitted under this Section 6.04. SECTION 6.05. Investments, Loans, Advances and Guarantees. The Borrower will not, and will not permit any of the Consolidated Subsidiaries to, purchase or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or securities (including any option, warrant or other right to acquire any of the foregoing) of, make any loans or advances to, make any Guarantee of any obligations of, or make any investment in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (each of the foregoing, an "Investment" in such Person), except: (a) Permitted Investments; 67 (b) Investments by the Borrower and the Subsidiaries in Subsidiaries or the Borrower; provided that no Investment shall made by any Credit Party in a Subsidiary that is not a Credit Party pursuant to this clause (b) except (i) Investments (A) to fund working capital needs of such Subsidiary, (B) to replace amounts available under credit facilities or other financings of such Subsidiary existing on the date hereof that shall have matured or shall have been terminated or reduced, (C) to cover losses from operations of such Subsidiary and (D) to provide funds for Capital Expenditures or acquisitions permitted to be made by such Subsidiary; provided further, that Equity Interests in the European JV or any subsidiary thereof may not be transferred to any Subsidiary that is not the European JV or any subsidiary thereof; (c) any Investment by a Credit Party in a Consolidated Subsidiary that is not a Credit Party in the form of a transfer of assets used in or directly relating to any manufacturing process (but excluding any cash or financial asset) from a jurisdiction having higher manufacturing costs to a jurisdiction having lower manufacturing costs; provided that the aggregate book value of all assets subject to all such transfers from and after the Effective Date shall not exceed $250,000,000; and any Investment by Goodyear Dunlop Tires NA in a Consolidated Subsidiary; (d) Guarantees expressly permitted under Section 6.01; (e) on or after June 30, 2003, the acquisition of any Equity Interest; provided that the aggregate consideration paid by the Borrower and the Subsidiaries in all such acquisitions (including Indebtedness assumed by the Borrower or any Subsidiary) shall not exceed $100,000,000 plus the aggregate Net Cash Proceeds from Prepayment Events after the date hereof that (i) shall not have been required to be applied to prepay loans under any of the New Facilities Credit Agreements and (ii) shall not have been used to make Capital Expenditures that would otherwise have been prohibited by Section 6.08; (f) Guarantees not permitted by any other clause of this Section 6.05 incurred in the ordinary course of business and consistent with past practice in an aggregate amount for all such Guarantees at any time outstanding not exceeding $50,000,000; (g) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (h) Investments for consideration consisting solely of common stock of the Borrower; 68 (i) Equity Interests and debt obligations obtained by the Borrower or any Subsidiary as consideration for any asset sale permitted under Section 6.06; (j) Investments in Persons in which the Borrower or any Subsidiary has an Equity Interest on the date hereof, including Wingfoot Commercial Tire Systems LLC, SAVA Tires Joint Venture Holding d.o.o. and South Pacific Tyres that are (i) required to be made as a result of the exercise by other holders of Equity Interests in such joint ventures of put options or (ii) required to avoid dilution of the Borrower's or such Subsidiary's percentage ownership interest therein and in an aggregate amount not greater than $200,000,000 during the term of this Agreement; (k) Investments that are included in Capital Expenditures for the respective periods during which such Investments are made and that are permitted under Section 6.08; (l) the purchase of Equity Interests in Sava Joint Venture Holding d.o.o.; (m) loans and advances to officers and employees of the Borrower and its Subsidiaries in the ordinary course of business; (n) Investments in prepaid expenses in the ordinary course of business or in respect of required pension fund contributions; (o) negotiable instruments held for collection and lease, utility, workers' compensation, performance and other similar deposits in the ordinary course of business; (p) Investments in any Subsidiary that engages in no activities other than those related to a Securitization Transaction in order to capitalize such Subsidiary at a level customary for a securitization vehicle in such a transaction; (q) Investments constituting loans or advances by the European JV or any J.V. Subsidiary (as defined in the European Facilities Agreement) to the Borrower or any of its Subsidiaries (other than the European JV, its Subsidiaries and Luxembourg Finance) as part of cash management consistent with past practices in an aggregate amount for all such Investments at any time outstanding not exceeding $75,000,000, other than Investments the proceeds of which are used (i) to repay loans under the US Term Facility Agreement or (ii) if there are no outstanding loans under the US Term Facility Agreement, to reduce commitments under the US Revolving Facility in an amount equal to such Investments; (r) Investments of the proceeds of any Securitization Transaction under Section 6.01(r) in South Pacific Tyres; and 69 (s) Investments not permitted by any other clause of this Section in an aggregate amount at any time outstanding not greater than $25,000,000. SECTION 6.06. Asset Dispositions. The Borrower will not, and will not permit any of the Consolidated Subsidiaries to, sell, transfer, lease or otherwise dispose of (each a "Sale") any asset, including any Equity Interest, owned by it, nor will the Borrower permit any of the Subsidiaries to issue any additional Equity Interest in such Subsidiary, except: (a) Sales in the ordinary course of business of inventory and worn out or surplus equipment and Permitted Investments, and Sales in the ordinary course of business and consistent with past practices of assets other than property, plant, Investments in Subsidiaries and Intellectual Property; provided that licensing of Intellectual Property in the ordinary course of business and consistent with past practices shall be permitted; (b) Sales to the Borrower or a Subsidiary; provided that any such sale, transfer or disposition by a Credit Party to a Subsidiary that is not a Credit Party shall be made in compliance with Section 6.05; (c) the Sale of Equity Interests in Sava Joint Venture Holding d.o.o. to the European JV or any Subsidiary thereof (and any sale of such Equity Interests to the Borrower in connection therewith); (d) Sales of accounts receivable or interests therein in Securitization Transactions permitted under Sections 6.01(g) and (r); (e) Sales of assets in Sale and Leaseback Transactions permitted under Section 6.03; (f) Sales of any Equity Interests in any Person that is not a Subsidiary; (g) Sales to Persons other than the Borrower or any Subsidiary of assets listed on Schedule 6.06; provided that (i) at least 50% of the consideration received in each such Sale of the assets listed on Part I of Schedule 6.06 shall consist of cash and (ii) at least 75% of the consideration received in each other such Sale listed on Part II of Schedule 6.06 shall consist of cash; (h) Sales to the extent the aggregate value of the consideration received in any such Sale or series of related Sales does not exceed $10,000,000; (i) Investments expressly permitted by Section 6.05; and (j) Sales (other than Sales of accounts receivable or inventory) that are not permitted by any other clause of this Section 6.06; provided that (i) the aggregate consideration received in respect of all such Sales in reliance upon this clause (j) 70 shall not exceed $300,000,000 in the aggregate, (ii) all Sales permitted pursuant to this clause (j) shall be made for fair value, as reasonably determined by the Borrower, and (iii) at least 75% of the consideration received in each such Sale shall consist of cash. SECTION 6.07. Restricted Payments. (a) The Borrower will not, and will not permit any of the Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (i) the Borrower may declare and pay dividends payable solely in additional shares of its common stock, (ii) so long as no Event of Default shall exist, the Borrower may declare and pay cash dividends and other regularly scheduled distributions on shares of its Permitted Preferred Stock, (iii) Subsidiaries may make Restricted Payments ratably with respect to any class of their respective Equity Interests, (iv) the Borrower may make Restricted Payments pursuant to and in accordance with stock option or rights plans or other benefit plans for management, employees, directors or consultants of the Borrower or any Subsidiary and (v) the Borrower and its Subsidiaries may make Investments expressly permitted under Section 6.05(j). (b) The Borrower will not, nor will it permit any of the Subsidiaries to, make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property), except payments or distributions made in common stock of the Borrower, to any Person other than the Borrower or a Subsidiary in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancelation or termination of any Indebtedness of the Borrower or any Subsidiary, except: (i) payments and prepayments under this Agreement (ratably in accordance with the Commitments of the Lenders) and the other New Facilities Credit Agreements; (ii) regularly scheduled and other mandatory interest and principal payments (including pursuant to sinking fund requirements) as and when due in respect of any Indebtedness; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01(m), including the payment of customary fees, costs and expenses in connection therewith, and including additional cash payments in an aggregate amount for all such refinancings not to exceed, in the case of any refinancing, 5% of the principal amount being refinanced; and (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness. 71 SECTION 6.08. Capital Expenditures. The Borrower and the Subsidiaries will not make Capital Expenditures in any period set forth below in an amount greater than (a) the sum of (i) the amount set forth below for such period and each prior period plus (ii) that portion of the aggregate Net Cash Proceeds from Prepayment Events after the date hereof that shall not have been required to be applied to prepay loans under any of the New Facilities Credit Agreements (and shall not have been used to make Investments under Section 6.05(e) in excess of the $100,000,000 limitation set forth therein) minus (b) the aggregate amount of Capital Expenditures made during any prior period set forth below:

Period Capital Expenditure Amount ------ -------------------------- 1/1/03 through 12/31/03 $ 360,000,000 1/1/04 through 12/31/04 $ 500,000,000 1/1/05 through 12/31/05 $ 500,000,000 1/1/06 through 3/31/06 $ 150,000,000

SECTION 6.09. Interest Expense Coverage Ratio. The Borrower will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense for any period of four consecutive fiscal quarters to be less than 2.25 to 1.00. SECTION 6.10. Consolidated Net Worth. The Borrower will not permit Consolidated Net Worth at the end of any fiscal quarter to be less than the amount set forth below for such date.

Fiscal Quarter Ending Minimum Amount - --------------------- -------------- March 31, 2003 2,800,000,000 June 30, 2003 2,800,000,000 September 30, 2003 2,800,000,000 December 31, 2003 2,800,000,000 March 31, 2004 2,500,000,000 June 30, 2004 2,500,000,000 September 30, 2004 2,500,000,000 December 31, 2004 2,500,000,000 March 31, 2005 2,000,000,000 June 30, 2005 2,000,000,000 September 30, 2005 2,000,000,000 December 31, 2005 2,000,000,000

72 March 31, 2006 2,000,000,000 SECTION 6.11. Senior Secured Indebtedness Ratio. The Borrower will not at any date permit the ratio of (a) Consolidated Senior Secured Indebtedness at such date to (b) Consolidated EBITDA for the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.01(a) or (b), to be greater than 4.00 to 1.00. ARTICLE VII Events of Default If any of the following events ("Events of Default") shall occur: (a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Credit Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of (i) in the case of fees and interest payable under Sections 2.09 and 2.10, respectively, five Business Days, and (ii) in the case of any other fees, interest or other amounts (other than those referred to in paragraph (a) above), five Business Days after the earlier of (A) the day on which a Financial Officer first obtains knowledge of such failure and (B) the day on which written notice of such failure shall have been given to the Borrower by the Administrative Agent or any Lender; (c) any representation or warranty made or deemed made by or on behalf of any Credit Party in any Credit Document or any amendment or modification thereof or waiver thereunder shall prove to have been incorrect when made or deemed made in any respect material to the rights or interests of the Lenders under the Credit Documents; (d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to the Borrower's existence) or 5.08 or in Article VI; (e) any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in any Credit Document (other than those specified in clauses (a), (b) and (d) of this Article), and such failure shall continue unremedied for a period of 30 days after written notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request 73 of any Lender); provided, that the failure of any Credit Party to perform any covenant, condition or agreement made in any Credit Document (other than this Agreement) shall not constitute an Event of Default unless such failure shall be (i) wilful or (ii) material to the rights or interests of the Lenders under the Credit Documents; (f) the Borrower or any Consolidated Subsidiary shall fail to make any payment of principal in respect of any Material Indebtedness at the scheduled due date thereof and such failure shall continue beyond any applicable grace period, or any event or condition occurs that results in any Material Indebtedness (other than any Securitization Transaction existing on the date hereof) becoming due or being required to be prepaid, repurchased, redeemed, defeased or terminated prior to its scheduled maturity; provided that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness in accordance with the terms and conditions of this Agreement or (ii) Material Indebtedness of any Foreign Subsidiary if the Borrower is unable, due to applicable law restricting Investments in such Foreign Subsidiary, to make an Investment in such Foreign Subsidiary to fund the payment of such Material Indebtedness; (g) any event or condition occurs that continues beyond any applicable grace period and enables or permits the holder or holders of any Material Indebtedness (other than (i) any Securitization Transaction existing on the date hereof and (ii) any Material Indebtedness of any Foreign Subsidiary in an aggregate principal amount that is less than $50,000,000) or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption, defeasance or termination thereof, prior to its scheduled maturity; provided, that this clause (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness in accordance with the terms and conditions of this Agreement or (ii) Material Indebtedness of any Foreign Subsidiary if the Borrower is unable, due to applicable law restricting Investments in such Foreign Subsidiary, to make an Investment in such Foreign Subsidiary to fund the payment of such Material Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered; 74 (i) the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, (iv) make a general assignment for the benefit of creditors or (v) take any action for the purpose of effecting any of the foregoing; (j) the Borrower or any Material Subsidiary shall admit in writing its inability or fail generally to pay its debts as they become due; (k) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would be materially likely to result in a Material Adverse Change; (l) Liens created under the Security Documents shall not be valid and perfected Liens on a material portion of the Collateral; (m) any Guarantee of the Obligations under the Guarantee and Collateral Agreement shall fail to be a valid, binding and enforceable Guarantee of one or more Subsidiary Guarantors where such failure would constitute or be materially likely to result in a Material Adverse Change; or (n) a Change in Control shall occur; then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Majority Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, in each case without 75 presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. ARTICLE VIII The Agents Each of the Lenders hereby irrevocably appoints the Agents as its agents and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to the Agents by the terms hereof and of the other Credit Documents, together with such actions and powers as are reasonably incidental thereto. The bank or banks serving as the Agents hereunder shall have the same rights and powers in their capacity as Lenders as any other Lender and may exercise the same as though they were not Agents, and such bank or banks and their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if they were not Agents hereunder. The Agents shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing (a) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agents are required to exercise in writing by the Majority Lenders, and (c) except as expressly set forth herein, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information communicated to the Agents by or relating to the Borrower or any Subsidiary. The Agents shall not be liable for any action taken or not taken by them with the consent or at the request of the Majority Lenders or the Lenders, as the case may be, or in the absence of their own gross negligence or wilful misconduct. In addition, the Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Agents by the Borrower or a Lender, and the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agents. The Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, 76 document or other writing believed by them to be genuine and to have been signed or sent by the proper Person. The Agents also may rely upon any statement made to them orally or by telephone and believed by them to be made by the proper Person, and shall not incur any liability for relying thereon. The Agents may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by them with reasonable care, and shall not be liable for any action taken or not taken by them in accordance with the advice of any such counsel, accountants or experts. The Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the Agents. The Agents and any such sub-agent may perform any and all their duties and exercise their rights and powers through their respective Affiliates. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Affiliates of the Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor with the Borrower's written consent (which shall not be unreasonably withheld or delayed and shall not be required from the Borrower if an Event of Default has occurred and is continuing). If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, with the Borrower's written consent (which shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing), appoint a successor Agent which shall be a bank or an Affiliate thereof, in each case with a net worth of at least $1,000,000,000 and an office in New York, New York. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent's resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Each Lender acknowledges that it has, independently and without reliance upon the Agents 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 Agents 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. Notwithstanding any other provision contained herein, (a) each Lender acknowledges that the Administrative Agent is not acting as an agent of the Borrower and 77 that the Borrower will not be responsible for acts or failures to act on the part of the Administrative Agent and (b) neither the Syndication Agent nor any of the Documentation Agents shall, in its capacity as such, have any responsibilities under this Agreement or the other Credit Documents. ARTICLE IX Miscellaneous SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or e-mail, as follows: (i) if to the Borrower, to it at 1144 East Market Street, Akron, Ohio, 44316-0001, Attention of the Treasurer (Telecopy No. (330) 796-6502 or (330) 796-8836); (ii) if to the Administrative 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); and (iii) if to a Lender, to it at its address (or telecopy number or e-mail address) set forth in Schedule 2.01 or its Administrative Questionnaire. (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address, telecopy number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. SECTION 9.02. Waivers; Amendments; Increase of Commitments and Addition of Term or Revolving Tranches. (a) No failure or delay by any of the Agents or any Lender in exercising any right or power hereunder shall operate as a waiver 78 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 Agents and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by 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. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default at the time. (b) No Credit Document or any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto and the Administrative Agent or Collateral Agent, as the case may be, with the consent of the Majority Lenders; provided, that no such agreement shall (i) increase or extend the expiration date of the Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive all or part of the principal amount of any Loan or reduce the rate of interest thereon, or reduce any commitment fee payable hereunder, without the prior written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or date for the payment of any interest on any Loan or any commitment fee, or reduce the amount of, waive or excuse any such payment, without the prior written consent of each Lender adversely affected thereby, (iv) release all or substantially all the Subsidiary Guarantors from their Guarantees under the Guarantee and Collateral Agreement, or release all or substantially all the Collateral from the Liens of the Security Documents, without the written consent of each Lender, (v) change any provision of the Guarantee and Collateral Agreement or any other Security Document to alter the amount or allocation of any payment to be made to the Secured Parties, or effect any change to Article XI of the Guarantee and Collateral Agreement, without the consent of each adversely affected Lender, (vi) change Section 2.15 in a manner that would alter the pro rata sharing of any payment without the written consent of each Lender adversely affected thereby, (vii) change any of the provisions of this Section or the definition of "Majority Lenders" or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, (viii) change any provision of any Credit Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently from those holding Loans of the other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of the affected Class or (ix) amend, modify or otherwise alter the definition of "Availability Block" or the eligibility standards or advance rates used in determining the Borrowing Base in a manner which would increase the amount of the Borrowing Base Availability, without the prior written consent of each Lender (provided 79 that if any amendment, modification or alteration is made after the date hereof to any eligibility standard by the Administrative Agent or the Majority Lenders as provided for herein in a manner which would decrease the amount of the Borrowing Base Availability, such eligibility standard may be subsequently amended, modified or altered in a manner which would increase the amount of the Borrowing Base Availability with the prior written consent of Lenders holding more than 85% in interest of the aggregate amount of the outstanding Loans and unused Commitments so long as such eligibility standard, as so amended, modified or altered, would not have increased the Borrowing Base Availability if it had been applied on the date hereof); provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any of the Agents under any Credit Document without the prior written consent of each Agent ; provided further that any amendment, modification or waiver of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Lenders) or the Term Lenders (but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at such time. (c) Notwithstanding anything in paragraph (b) of this Section to the contrary, this Agreement and the other Credit Documents may be amended at any time and from time to time to increase the aggregate Term Loans by an agreement in writing (an "Incremental Facility Amendment") entered into by the Borrower, the Administrative Agent, the Collateral Agent and each Person (including any Lender) (an "Incremental Lender") that shall agree to make such a new Term Loan (and each such Person that shall not already be a Term Lender shall, at the time such agreement becomes effective, become a Term Lender with the same effect as if it had originally been a Term Lender under this Agreement with the Term Loans set forth in such agreement); provided that the aggregate outstanding principal amount of the new Term Loans shall at no time, without the consent of the Majority Lenders, exceed $300,000,000; provided, further that the yield with respect to such new Term Loans (taking into account upfront fees paid to Incremental Lenders) may be no more than the then-current yield with respect to the existing Term Loans at the time the Incremental Facility Amendment becomes effective pursuant to its terms (it being understood that the pricing of the existing Term Loans will be increased and/or additional fees will be paid to the existing Term Lenders to the extent necessary to satisfy such requirement). Any such agreement shall amend the provisions of this Agreement and the other Credit Documents to set forth the terms of the new Term Loans established thereby (including the amount, the interest to accrue and be payable thereon and any fees to be payable in respect thereof) and to effect such other changes (including changes to the provisions of this Section, other than Section 9.02(b)(i) through (ix)) as the Borrower and the Administrative Agent shall deem necessary or advisable in connection with the establishment of any such Term Loans. The Term Loans and Borrowings established pursuant to this paragraph shall constitute Term Loans and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement 80 and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Guarantee and Collateral Agreement and the Security Documents. SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents, the Arrangers and their Affiliates (including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Agents and the Arrangers and other local and foreign counsel for the Agents and Arrangers, limited to one per jurisdiction, in connection with the Security Documents and the creation and perfection of the Liens created thereby and other local and foreign law matters) in connection with the arrangement and syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Agents or any Lender, including the fees, charges and disbursements of any counsel for the Agents or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans. The Borrower also shall pay all out-of-pocket expenses incurred by the Collateral Agent in connection with the creation and perfection of the security interests contemplated by this Agreement, including all filing, recording and similar fees and, as more specifically set forth above, the reasonable fees and disbursements of counsel. (b) The Borrower shall indemnify each Agent, each Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by or asserted against any Indemnitee and arising out of (i) the execution or delivery of this Agreement or any other Credit Document or other agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations or the exercise by the parties hereto of their rights hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses shall have resulted from the gross negligence or wilful misconduct of 81 such Indemnitee or the breach by such Indemnitee of obligations set forth herein or in any other Credit Document. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent or any Arranger under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent or Arranger, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or Arranger in its capacity as such. SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, the Indemnitees and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, Indemnitees, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Arrangers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), a Federal Reserve Bank or, if an Event of Default has occurred and is continuing, any other assignee; provided further that the consent of the Borrower and the consent of the Administrative Agent shall be required for an assignment by any Revolving Lender to any Person (other than a Revolving Lender); and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender, an Affiliate of a Lender, a Federal Reserve Bank or an Approved Fund. (ii) Assignments shall be subject to the following additional conditions: 82 (A) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 or, if smaller, the entire remaining amount of the assigning Lender's Commitment unless each of the Borrower and the Administrative Agent shall otherwise consent, provided (i) that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (ii) in the event of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, all such concurrent assignments shall be aggregated in determining compliance with this subsection; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that in the event of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, only one such fee shall be payable; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. Each assignment hereunder shall be deemed to be an assignment of the related rights under the Guarantee and Collateral Agreement. 83 (iv) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (vi) By executing and delivering an Assignment and Assumption, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Commitment and the outstanding balances of its Loans, in each case without giving effect to assignments thereof that have not become effective, are as set forth in such Assignment and Assumption; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the foregoing, or the financial condition of the Credit Parties or the performance or observance by the Credit Parties of any of their obligations under this Agreement or under any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; (iii) each of the assignee and the assignor represents and warrants that it is legally authorized to enter into such Assignment and Assumption; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of any amendments or consents entered into prior to the date of such Assignment and Assumption and copies of the most recent financial statements delivered pursuant to Section 5.01 84 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Agents to take such action as agents on its behalf and to exercise such powers under this Agreement and the other Credit Documents as are delegated to them by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations that by the terms of this Agreement are required to be performed by it as a Lender. (c) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (each a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that affects such Participant and that, under Section 9.02, would require the consent of each affected Lender. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.15(d) as though it were a Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent, which consent shall specifically refer to this exception. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender. 85 (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.12, 2.13, 2.14 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof. SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective as provided in Section 4.01. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. No failure to obtain any approval required for the effectiveness of any provision of this Agreement shall affect the validity or enforceability of any other provision of this Agreement. 86 SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing and the Loans shall have become due and payable pursuant to Article VII, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York. (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. (c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 87 SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. SECTION 9.12. Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors who have been informed of the confidential nature of such Information and instructed to keep such Information confidential, (b) to the extent requested by any regulatory authority (including the NAIC), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) to the extent necessary or advisable in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the written consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, "Information" means all information received from the Borrower or Persons acting on its behalf relating to the Borrower or its business, other than any such information that is available to any Agent or any Lender prior to disclosure by the Borrower on a nonconfidential basis from a source other than the Borrower that is not known by the recipient to be bound by a confidentiality agreement or other obligation of confidentiality with respect to such information. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative or other agent of 88 such party) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, but no party shall disclose any information relating to such tax treatment or tax structure to the extent nondisclosure is necessary in order to comply with applicable securities laws. SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Alternate Base Rate to the date of repayment, shall have been received by such Lender. SECTION 9.14. Security Documents. Each Lender hereby authorizes and directs the Collateral Agent to execute and deliver the Guarantee and Collateral Agreement and each other Security Document. Each Lender, by executing and delivering this Agreement, acknowledges receipt of a copy of the Guarantee and Collateral Agreement and approves and agrees to be bound by and to act in accordance with the terms and conditions of the Guarantee and Collateral Agreement and each other Security Document, specifically including (i) the provisions of Article VI of the Guarantee and Collateral Agreement (governing the exercise of remedies under the Security Documents and the distribution of the proceeds realized from such exercise), (ii) the provisions of Article VIII of the Guarantee and Collateral Agreement (governing the manner in which acts of the Secured Parties are to be evidenced and the manner in which the amounts of the Obligations and the other Obligations (as defined in the Guarantee and Collateral Agreement) are to be determined at any time), (iii) the provisions of Articles IX and X of the Guarantee and Collateral Agreement (relating to the duties and responsibilities of the Collateral Agent and providing for the indemnification and the reimbursement of expenses of the Collateral Agent by the Lenders), (iv) the provisions of Article XI of the Guarantee and Collateral Agreement (providing for the subordination of certain Junior Liens (as defined therein) in favor of the Secured Parties to the Applicable Senior Liens (as defined therein)) and (v) the provisions of Section 13.13 of the Guarantee and Collateral Agreement (providing for releases of Guarantees of and Collateral securing the Obligations). Each party hereto further agrees that the foregoing provisions of the Guarantee and Collateral Agreement shall apply to each other Security Document. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY, by /s/ Stephanie W. Bergeron ------------------------------------ Name: Title: JPMORGAN CHASE BANK, individually and as Administrative Agent and Collateral Agent, by /s/ B. Joseph Lillis ------------------------------------ Name: Title: SIGNATURE PAGE TO THE TERM LOAN AND REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, AS Administrative Agent Name of Institution BANK OF AMERICA, N.A. by /s/ Dan Jelaca -------------------------------- Name: Dan Jelaca Title: Vice President SIGNATURE PAGE TO THE TERM LOAN AND REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, AS Administrative Agent Name of Institution: Citicorp USA, Inc. by /s/ James R. Williams -------------------------------- Name: JAMES R. WILLIAMS Title: Vice President SIGNATURE PAGE TO THE TERM LOAN AND REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, AS Administrative Agent Name of Institution: The CIT Group / Business Credit, Inc. by /s/ Gary L. Lambo -------------------------------- Name: Gary L. Lambo Title: VP SIGNATURE PAGE TO THE TERM LOAN AND REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, AS Administrative Agent Name of Institution: Congress Financial Corporation (Central) by /s/ Steven Linderman -------------------------------- Name: Steven Linderman Title: Senior Vice President SIGNATURE PAGE TO THE TERM LOAN AND REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, AS Administrative Agent Name of Institution: FLEET CAPITAL CORP by /s/ Allan R. Juleus -------------------------------- Name: Allan R. Juleus Title: Senior Vice President SIGNATURE PAGE TO THE TERM LOAN AND REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, AS Administrative Agent Name of Institution: Foothill Capital Corporation by /s/ Rina Shinoda -------------------------------- Name: Rina Shinoda Title: Vice President SIGNATURE PAGE TO THE TERM LOAN AND REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, AS Administrative Agent Name of Institution: GENERAL ELECTRIC CAPITAL CORPORATION by /s/ Donald J. Cavanagh -------------------------------- Name: Donald J. Cavanagh Title: Duly Authorized Signatory SIGNATURE PAGE TO THE TERM LOAN AND REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, AS Administrative Agent Name of Institution: GMAC Commercial Finance LLC by /s/ W. Wakefield Smith -------------------------------- Name: W. Wakefield Smith Title: Director SIGNATURE PAGE TO THE TERM LOAN AND REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, AS Administrative Agent Name of Institution: JPMORGAN CHASE BANK by /s/ B. Joseph Lillis -------------------------------- Name: B. Joseph Lillis Title: Managing Director SIGNATURE PAGE TO THE TERM LOAN AND REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, AS Administrative Agent Name of Institution: ORIX Financial Services, Inc. by /s/ Frank J Plank -------------------------------- Name: Frank J Plank Title: President SIGNATURE PAGE TO THE TERM LOAN AND REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, AS Administrative Agent Name of Institution: National City Commercial Finance, Inc. by /s/ Carla L. Kehres -------------------------------- Name: Carla L. Kehres Title: Senior Vice President SIGNATURE PAGE TO THE TERM LOAN AND REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, AS Administrative Agent Name of Institution: State Of California Public Employees' Retirement System by /s/ Thomas McDonagh -------------------------------- Name: Thomas McDonagh Title: Portfolio Manager SIGNATURE PAGE TO THE TERM LOAN AND REVOLVING CREDIT AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, AS Administrative Agent Name of Institution: UPS Capital Corporation by /s/ Charles G. Johnson -------------------------------- Name: Charles G. Johnson Title: Senior Vice President EX-4.5 7 l00387aexv4w5.txt EX-4.5 MASTER GUARANTEE AND COLLATERAL AGREEMENT EXHIBIT 4.5 EXECUTION COPY ================================================================================ MASTER GUARANTEE AND COLLATERAL AGREEMENT dated as of March 31, 2003, among THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY identified as Grantors and Guarantors herein, THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, as Collateral Agent ================================================================================ TABLE OF CONTENTS

Page ---- ARTICLE I Definitions SECTION 1.01. Certain Defined Terms........................................................ 1 ARTICLE II Guarantees SECTION 2.01. Guarantees................................................................... 13 SECTION 2.02. Guarantee of Payment......................................................... 13 SECTION 2.03. No Limitations............................................................... 13 SECTION 2.04. Reinstatement................................................................ 15 SECTION 2.05. Agreement To Pay; Subrogation................................................ 15 SECTION 2.06. Information.................................................................. 15 ARTICLE III Pledge of Securities SECTION 3.01. Pledge....................................................................... 15 SECTION 3.02. Voting Rights; Dividends and Interest........................................ 16 ARTICLE IV Security Interests in Personal Property SECTION 4.01. Creation of Security Interests............................................... 17 SECTION 4.02. Certain Filings.............................................................. 19 SECTION 4.03. Representations and Warranties............................................... 19 SECTION 4.04. Covenants.................................................................... 19 SECTION 4.05. Other Actions................................................................ 21 SECTION 4.06. Covenants Regarding Patent, Trademark and Copyright Collateral............... 21 SECTION 4.07. Lockbox System............................................................... 22 SECTION 4.08. Insurance.................................................................... 23 ARTICLE V Other Pledges, Mortgages and Security Interests SECTION 5.01. Summary of Certain Other Security Documents.................................. 24

SECTION 5.02. Other Security Documents Subject to This Agreement........................... 24 ARTICLE VI Remedies SECTION 6.01. Remedies Upon Default........................................................ 25 SECTION 6.02. Exercise of Remedies under Other Security Documents.......................... 27 SECTION 6.03. Application of Proceeds...................................................... 27 SECTION 6.04. Grant of License to Use Intellectual Property................................ 28 SECTION 6.05. Securities Act............................................................... 28 ARTICLE VII Indemnity, Subrogation and Subordination SECTION 7.01. Indemnity and Subrogation.................................................... 29 SECTION 7.02. Contribution and Subrogation................................................. 30 SECTION 7.03. Subordination................................................................ 30 ARTICLE VIII Acts of Secured Parties and Administrative Agent; Amounts of Secured Obligations SECTION 8.01. Acts of Secured Parties and Administrative Agent............................. 31 SECTION 8.02. Determination of Amounts of Secured Obligations and Existence of Events of Default under Credit Agreements; Acceleration................... 31 ARTICLE IX Duties of Collateral Agent SECTION 9.01. Notices to Administrative Agents under Credit Agreements..................... 31 SECTION 9.02. Actions Under This Agreement................................................. 32 ARTICLE X Concerning the Collateral Agent SECTION 10.01. Limitations on Responsibility of Collateral Agent........................... 33 SECTION 10.02. Reliance by Collateral Agent; Indemnity Against Liabilities, etc............ 34 SECTION 10.03. Resignation and Removal of the Collateral Agent............................. 35 SECTION 10.04. Expenses and Indemnification................................................ 35 ARTICLE XI Subordination of Certain Liens ARTICLE XII Subordination of Intercompany Indebtedness SECTION 12.01. Subordination............................................................... 38 SECTION 12.02. Dissolution or Insolvency................................................... 39 SECTION 12.03. Subrogation................................................................. 39 SECTION 12.04. Other Creditors............................................................. 39 SECTION 12.05. No Waiver................................................................... 39 SECTION 12.06. Obligations Hereunder Not Affected.......................................... 40 ARTICLE XIII Miscellaneous SECTION 13.01. Notices..................................................................... 40 SECTION 13.02. Waivers; Amendment.......................................................... 41 SECTION 13.03. Collateral Agent's Fees and Expenses; Indemnification....................... 41 SECTION 13.04. Successors and Assigns...................................................... 41 SECTION 13.05. Survival of Agreement....................................................... 42 SECTION 13.06. Counterparts; Effectiveness; Several Agreement.............................. 42 SECTION 13.07. Severability................................................................ 42 SECTION 13.08. Right of Set-Off............................................................ 42 SECTION 13.09. Governing Law; Jurisdiction; Consent to Service of Process.................. 43 SECTION 13.10. WAIVER OF JURY TRIAL........................................................ 43 SECTION 13.11. Headings.................................................................... 44 SECTION 13.12. Security Interest Absolute.................................................. 44 SECTION 13.13. Termination or Release...................................................... 44 SECTION 13.14. Additional Grantors and Guarantors.......................................... 45 SECTION 13.15. Collateral Agent Appointed Attorney-in-Fact................................. 46 SECTION 13.16. Collateral Agent as Joint and Several Creditor.............................. 46 SECTION 13.17. Post-Closing Letter Agreements.............................................. 47 SECTION 13.18. Credit Party Obligations.................................................... 47 Schedules Schedule I Aircraft Schedule II US Facilities Foreign Pledge Agreements Schedule III US Facilities Mortgages Schedule IV European Facilities Security Documents Exhibits Exhibit I Form of Perfection Certificate MASTER GUARANTEE AND COLLATERAL AGREEMENT dated as of March 31, 2003, among THE GOODYEAR TIRE & RUBBER COMPANY (the "Company"), the Subsidiaries of THE GOODYEAR TIRE & RUBBER COMPANY identified herein, the LENDERS party hereto and JPMORGAN CHASE BANK, as Collateral Agent. Reference is made to the Credit Agreements (such term, and each other capitalized term used and not otherwise defined herein, having the meaning assigned to it in Article I). The Lenders have agreed to extend credit to the Company and the other Borrowers on the terms and subject to the conditions set forth in the Credit Agreements. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement by the Company and the other Grantors and Guarantors. The Subsidiary Grantors and Subsidiary Guarantors are subsidiaries of the Company and subsidiaries or affiliates of the other Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreements and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: ARTICLE I Definitions SECTION 1.01. Certain Defined Terms. (a) All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term "instrument" shall have the meaning specified in Article 9 of the New York UCC. (b) All terms defined in the Credit Agreements and not defined in this Agreement have the meanings specified therein. The rules of construction specified in Section 1.03 of each of the Credit Agreements shall also apply to this Agreement. As used in this Agreement, the following terms have the meanings specified below: "ABL Collateral Proceeds Account" means a deposit account maintained at JPMorgan Chase Bank, as Collateral Agent, for the benefit of the Secured Parties, and any successor account maintained with the Collateral Agent. "ABL Facilities Agreement" means the Term Loan and Revolving Credit Agreement dated as of March 31, 2003, among the Company, certain lenders, JPMCB, as administrative agent, Citicorp USA Inc., as syndication agent, and Bank of America, N.A. and The CIT Group/Business Credit, Inc., as documentation agents. "ABL Facilities Collateral" means any and all of the following assets and properties now owned or at any time hereafter acquired by any ABL Facilities Grantor or in which such ABL Facilities Grantor now has or at any time in the future may acquire any right, title or interest: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit Accounts (and all cash, checks and other negotiable instruments, funds and other evidences of payment held therein); (d) 2 all Inventory; (e) to the extent evidencing, governing, securing or otherwise related to the items referred to in the preceding clauses (a), (b), (c) and (d), all Documents, General Intangibles (other than Intellectual Property and, in the case of any ABL Facilities Grantor that is organized under the laws of Canada or one or more provinces thereof, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Agreements and other agreements), goodwill, registrations and franchises), Instruments, Investment Property (other than (i) US Facilities Pledged Equity Interests, (ii) Equity Interests in Luxembourg Finance, (iii) the Equity Interests described in clauses (b), (c) and (d) of the definition of Excluded Equity Interests and (iv) Proceeds in respect of Equity Interests described in clauses (i), (ii) and (iii)) and Letter of Credit Rights; (f) all books and records related to the foregoing; and (g) all Proceeds of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. "ABL Facilities Grantors" means the Company, each Subsidiary that is listed under the heading "ABL Facilities Grantors" on the signature pages hereto or that becomes an ABL Facilities Grantor pursuant to Section 13.14. "ABL Facilities Junior Liens" means all Liens on the ABL Facilities Collateral securing the US Facilities Obligations and the US Miscellaneous Obligations. "ABL Facilities Obligations" means the "Obligations" under and as defined in the ABL Facilities Agreement (other than any Collateral Agent Obligations). "ABL Facilities Secured Parties" means the "Secured Parties" under and as defined in the ABL Facilities Agreement. "Acceptable Financing" means a credit facility extended to the Company as a debtor-in-possession in a proceeding commenced by or against the Company under the Bankruptcy Code that (a) replaces and results in the payment of all amounts outstanding or owed to the Lenders under the ABL Facilities Agreement at the time of the first extension of credit under such credit facility made following the entry of a final order approving such credit facility, (b) is arranged by J.P. Morgan Securities Inc. (or, if J.P. Morgan Securities Inc. shall elect not to arrange such credit facility, another recognized provider of debtor-in-possession financings for substantial corporate debtors that shall be a Lender under one or both of the US Facilities Agreements) and (c) provides for extensions of credit in an aggregate amount not in excess of the greater of (i) $1,600,000,000 and (ii) the amount available to be borrowed from time to time under the Borrowing Base under and as defined in the ABL Facilities Agreement as in effect at the commencement of such proceeding. "Account Debtor" means any Person who is or who may become obligated to any ABL Facilities Grantor under, with respect to or on account of an Account. "Act" has the meaning assigned to such term in Section 8.01. "Additional Subsidiary Agreement" has the meaning assigned to such term in Section 13.14. "Aircraft" means the airships listed on Schedule I. "Aircraft Collateral" means the Aircraft, Aircraft Parts and Aircraft Log Books. 3 "Aircraft Log Books" means any and all log books, maintenance records, airworthiness certificates, registration documents and other records and documents relating to the Aircraft or Aircraft Parts. "Aircraft Parts" means all engines and propellers (whether or not affixed to any Aircraft) owned by any US Facilities Grantor and used or intended for use in connection with the Aircraft, and all avionics equipment, radio equipment, navigation equipment, radar equipment and other equipment, appliances, accessories and accessions used or intended for use in connection with the Aircraft. "Administrative Agent" means, as to any Credit Agreement, the "Administrative Agent" under and as defined in such Credit Agreement. "Applicable Collateral" means (a) as to the ABL Facilities Agreement, the ABL Facilities Collateral, (b) as to the European Facilities Agreement, the European Facilities Collateral and the Luxembourg Finance Pledged Collateral, (c) as to the US Revolving Facility Agreement or the US Term Facility Agreement, the US Facilities Collateral and (d) as to each Credit Agreement referred to above, but subject to Article XI, all Collateral subject to any Junior Lien securing the Obligations under and as defined in such Credit Agreement. "Applicable Collateral Agent Obligations" means, as to any Class of Obligations, any Collateral Agent Obligations under the Credit Agreement or any other agreement or instrument governing the Obligations of such Class and any Collateral Agent Obligations under this Agreement or any Other Security Document to the extent related to the Obligations of such Class. "Applicable Credit Agreement" means (a) as to the ABL Facilities Collateral, the ABL Facilities Agreement, (b) as to the European Facilities Collateral, the European Facilities Agreement, (c) as to the Luxembourg Finance Pledged Collateral, the European Facilities Agreement and (d) as to the US Facilities Collateral, the US Revolving Facility Agreement and the US Term Facility Agreement. "Applicable Guarantors" means, as to any Class of Obligations, each Guarantor for which the Obligations of such Class constitute Guaranteed Obligations. "Applicable Senior Liens" means (a) as to the ABL Facilities Junior Liens, the Liens on the ABL Facilities Collateral securing the ABL Facilities Obligations and the Collateral Agent Obligations, (b) as to the Luxembourg Finance Junior Liens, the Liens on the Luxembourg Finance Pledged Collateral securing the European Facilities Obligations referred to therein and the Collateral Agent Obligations and (c) as to the Intellectual Property Junior Liens, the Liens on the Intellectual Property consisting of Trademarks included in the US Facilities Article 9 Collateral and in the Canadian Intellectual Property Collateral securing the US Facilities Obligations, the US Miscellaneous Obligations and the Collateral Agent Obligations. "Applicable Senior Obligations" means, as to any Obligations secured by Junior Liens, the Obligations secured by the Applicable Senior Liens. "Article 9 Collateral" means the ABL Facilities Collateral and the US Facilities Article 9 Collateral. "Bankruptcy Code" means Title 11 of the U.S. Code. 4 "Borrowers" means, collectively, the "Borrower(s)" under and as defined in each of the Credit Agreements. "Canadian Intellectual Property Collateral" means all Intellectual Property in which security interests are created under the Canadian Security Agreements. "Canadian Security Agreements" means the Canadian Guarantee and Collateral Agreement between Goodyear Canada Inc. and the Collateral Agent, and the Quebec Hypothec (as defined in the Canadian Guarantee and Collateral Agreement. "Claiming Party" has the meaning assigned to such term in Section 7.02. "Class" refers to the Obligations described in any one of clauses (a) through (g) of the definition of "Obligations" (the Obligations described in each clause of the definition of "Obligations" constituting a separate Class of Obligations). "Collateral" means the Pledged Collateral, the Article 9 Collateral, the US Facilities Mortgaged Collateral and the European Facilities Collateral. "Collateral Agent Obligations" means all obligations, monetary and otherwise, of any Credit Party to the Collateral Agent, or to its Related Parties in connection with acts or omissions related to its role as Collateral Agent, under this Agreement or any other Credit Document, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding). "Consent Asset" means any asset or right of a Grantor the creation of a security interest in which would be prohibited by or not be effective under applicable law or would violate or result in a default under any agreement or instrument in effect on the date hereof (or in the case of any future Grantor on the date it becomes a Grantor) between such Grantor and any Person other than (a) the Company, (b) any Wholly Owned Subsidiary or (c) any Subsidiary that is not a Wholly Owned Subsidiary unless the waiver of such default or violation would require the consent of any Person other than the Company or another Subsidiary; provided that no asset or right shall be a Consent Asset to the extent that Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the applicable jurisdiction, or any other law of the applicable jurisdiction, shall permit (and excuse any default or violation resulting from) the creation of a security interest in such asset or right notwithstanding the provision of such agreement or instrument prohibiting the creation of a security interest therein or shall render such provision unenforceable. "Consent Subsidiary" has the meaning assigned to such term in the US Facilities Agreements or, if the US Facilities Agreements are no longer in effect, the ABL Facilities Agreement. "Control Notice" has the meaning assigned to such term in each Lockbox Agreement. "Contributing Party" has the meaning assigned to such term in Section 7.02. 5 "Copyright License" means any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any US Facilities Grantor or that such Grantor otherwise has the right to license, or granting any right to any US Facilities Grantor under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement. "Copyrights" means all of the following now owned or hereafter acquired by any US Facilities Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office. "Credit Agreements" means the US Revolving Facility Agreement, the US Term Facility Agreement, the European Facilities Agreement and the ABL Facilities Agreement. "Credit Document" means each agreement, instrument or document that is a "Credit Document" under and as defined in any one or more of the Credit Agreements. "Credit Parties" means the Company and each other Borrower, Grantor and Guarantor. "Deposit Account Institution" means each financial institution at which a Deposit Account in the Lockbox System is maintained. "Equity Interests" means shares of capital stock, partnership interests, membership interests in limited liability companies, beneficial interests in trusts or other equity ownership interests in any Persons, and any warrants, options or other rights entitling the holders thereof to purchase or acquire any such equity interests. "European Facilities Agreement" means the $650,000,000 Term Loan and Revolving Credit Agreement dated as of March 31, 2003, among the JV, the other borrowers thereunder, certain lenders, JPMCB, as administrative agent, and Deutsche Bank AG, as syndication agent. "European Facilities Collateral" means all the assets and rights (other than the Luxembourg Finance Pledged Collateral) subject to Liens created under the European Facilities Security Documents to secure the European Facilities Obligations or any of them; provided, however, that, notwithstanding anything to the contrary in any of the European Facilities Security Documents, the European Facilities Collateral shall not include any Consent Assets. "European Facilities Grantors" means the Company, the JV, each Subsidiary that is listed under the heading "European Facilities Grantor" on the signature pages hereto or that becomes a European Facilities Grantor pursuant to Section 13.14. "European Facilities Guarantors" means the Company, the JV and the European Subsidiary Guarantors. "European Facilities Obligations" means the "Obligations" under and as defined in the European Facilities Agreement (other than any Collateral Agent Obligations). 6 "European Facilities Secured Parties" means the "Secured Parties" under and as defined in the European Facilities Agreement. "European Facilities Security Documents" means the "Security Documents" (other than the Luxembourg Finance Pledge Agreement), as defined in the European Facilities Agreement (other than the Luxembourg Finance Pledge Agreement). "European Subsidiary Guarantors" means each Subsidiary that is listed under the heading "European Facilities Guarantor" on the signature pages hereto or that becomes a European Facilities Guarantor pursuant to Section 13.14. "Excluded Equity Interests" means (a) Equity Interests in any Subsidiary with consolidated assets not greater than $10,000,000 as of December 31, 2002, or if such Equity Interests are acquired by the Company or a Subsidiary after the date hereof, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) of either of the US Facilities Agreements, (b) Equity Interests in any Consent Subsidiary, (c) Equity Interests in Goodyear Canada Inc. and Goodyear S.A. and (d) Equity Interests in any Foreign Subsidiary with respect to which a Financial Officer has delivered a certificate in accordance with clause (B) of the proviso in Section 5.08(b) of either of the US Facilities Agreements. "Excluded Operating Account" means payroll and other operating accounts of the Company or any other ABL Facilities Grantor that are not used to receive (a) payments from any Account Debtor in respect of Accounts or (b) payments in respect of Inventory, and containing only such amounts as are required in the Company's or such other ABL Facilities Grantor's good faith judgment for near-term operational purposes. "FAA" means the Federal Aviation Administration or the United States Department of Transportation or both, as the context may require, or any successors thereto. "Federal Securities Laws" has the meaning assigned to such term in Section 6.05. "Foreign Subsidiary" means any Subsidiary organized under the laws of a jurisdiction other than the United States or any of its territories or possessions or any political subdivision thereof. "General Intangibles" means, as to any ABL Facilities Grantor or US Facilities Grantor, all choses in action and causes of action and all other intangible personal property of every kind and nature (other than Accounts) now owned or hereafter acquired by such Grantor, including to the extent relevant corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and, in the case of any ABL Facilities Grantor only, any letter of credit, guarantee, claim, security interest or other security held by or granted to such Grantor to secure payment by an Account Debtor of any Accounts. "Grantors" means the ABL Facilities Grantors, the European Facilities Grantors and the US Facilities Grantors. 7 "Guaranteed Obligations" means (a) with respect to the Company, the European Facilities Obligations and the US Miscellaneous Obligations and, with respect to each of the foregoing, the Applicable Collateral Agent Obligations, (b) with respect to each US Subsidiary Guarantor, the US Revolving Facility Obligations, the US Term Facility Obligations, the ABL Facilities Obligations, the European Facilities Obligations, the US Miscellaneous Obligations and, with respect to each of the foregoing, the Applicable Collateral Agent Obligations, (c) with respect to the JV, the European Facilities Obligations and the Applicable Collateral Agent Obligations and (d) with respect to each European Subsidiary Guarantor, the European Facilities Obligations and the Applicable Collateral Agent Obligations. "Guarantors" means the US Guarantors and the European Facilities Guarantors. "Indemnified Party" has the meaning assigned to such term in Section 10.04. "Indenture Basket" means 15% of the Shareholders' Equity of the Company (as defined in the Indentures), as at the last day of the most recently ended fiscal quarter of the Company as of the date hereof, as reported on the applicable consolidated balance sheet of the Company. "Indenture Properties" means the "Restricted Property" (as defined in the Indentures) of the Company and each "Restricted Subsidiary" (as defined in the Indentures). "Indentures" means (a) the Indenture dated as of March 15, 1996, between the Company and Chemical Bank, as trustee, (b) the Indenture dated as of March 1, 1999, between the Company and The Chase Manhattan Bank, as trustee, and (c) the Indenture dated as of June 1, 2002, between the Company and JPMCB, as trustee. "Intellectual Property" means, as to any US Grantor, all intellectual and similar property of every kind and nature now owned or hereafter acquired by such Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing. "Intellectual Property Junior Liens" means all Liens on the Intellectual Property consisting of Trademarks included in the US Facilities Article 9 Collateral securing the ABL Facilities Obligations. "Intercompany Indebtedness" means any Indebtedness of the Company or any Subsidiary to the Company or any other Subsidiary. "Intercompany Obligor" means, with respect to any Intercompany Indebtedness, the obligor in respect of such Intercompany Indebtedness. "Junior Liens" means the ABL Facilities Junior Liens, the Luxembourg Finance Junior Liens and the Intellectual Property Junior Liens. "JV" means Goodyear Dunlop Tires Europe B.V., a Subsidiary organized in the Netherlands and a joint venture of the Company and Sumitomo Rubber Industries. 8 "Lenders" means, collectively, the "Lenders" under and as defined in each of the Credit Agreements. "License" means any Patent License, Trademark License, Copyright License or other license or sublicense agreement to which any US Facilities Grantor is a party. "Local Collection Account" means a deposit account of a Grantor not subject to the control of the Collateral Agent pursuant to the Lockbox System; provided that (a) such account shall not receive any payments in respect of Accounts or Inventory other than that generated or sold by Goodyear's retail or Wingfoot divisions and (b) the applicable Grantor shall have irrevocably instructed the Deposit Account Institution at which such deposit account is maintained to remit all funds on deposit in such deposit account to a Deposit Account in the Lockbox System periodically, and in no event less frequently than weekly, such instructions to be given (i) in the case of a Local Collection Account in existence on the Effective Date, no later than 45 days after the Effective Date and (ii) in the case of a Local Collection Account opened after the Effective Date, as promptly as practicable (and in no event later than 10 Business Days) after the opening of such Local Collection Account. "Lockbox Agreement" means a Lockbox Agreement in a form approved by the Collateral Agent, among a Grantor, the Collateral Agent and a Deposit Account Institution. "Lockbox System" has the meaning assigned to such term in Section 4.07. "Luxembourg Finance" means Goodyear Finance Holding S.A.. "Luxembourg Finance Junior Liens" means all Liens on the Luxembourg Finance Pledged Collateral securing the US Facilities Obligations. "Luxembourg Finance Pledge Agreement" means the pledge over shares of Goodyear Finance Holdings S.A. between the Company, Goodyear International Corporation and the Collateral Agent dated April 1, 2003. "Luxembourg Finance Pledged Collateral" means all the Company's right, title and interest in, to and under (a) the Equity Interests in Luxembourg Finance owned by it on the date hereof or obtained by it in the future, (b) subject to the provisions of the Luxembourg Finance Pledge Agreement, all payments of dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, such Equity Interests; (c) subject to the provisions of the Luxembourg Finance Pledge Agreement, all rights and privileges of the Company with respect to the securities and other property referred to in clauses (a) and (b) above; and (d) all Proceeds of any of the foregoing. "Majority Lenders" means, as to any Credit Agreement, the "Majority Lenders" under and as defined in such Credit Agreement. "Material Intellectual Property" means "Material Intellectual Property" under and as defined in each of the US Facilities Agreements. "Mortgaged Properties" means the properties subject to the US Facilities Mortgages. 9 "New York UCC" means the Uniform Commercial Code as from time to time in effect in the State of New York. "Obligations" means (a) the US Revolving Facility Obligations, (b) the US Term Facility Obligations, (c) the ABL Facilities Obligations, (d) the European Facilities Obligations, (e) the US Miscellaneous Obligations, (f) the Swiss Franc Obligations and (g) the Collateral Agent Obligations. "Other Security Documents" means the European Facilities Security Documents, the Luxembourg Finance Pledge Agreement, the Canadian Security Agreements, the US Facilities Foreign Pledge Agreements and the US Facilities Mortgages. "Patent License" means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any US Facilities Grantor or that any US Facilities Grantor otherwise has the right to license, is in existence, or granting to any US Facilities Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any such Grantor under any such agreement. "Patents" means all of the following now owned or hereafter acquired by any US Facilities Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule II to the Perfection Certificate, as updated from time to time pursuant to Section 4.04(c), and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein. "Perfection Certificate" means a certificate substantially in the form of Exhibit I. "Pledged Collateral" means the US Facilities Pledged Collateral, the Luxembourg Finance Pledged Collateral and any Equity Interests or Indebtedness pledged under the European Facilities Security Documents (and all stock certificates, promissory notes or other securities evidencing any of such Equity Interests or Indebtedness). "RBC Deposit Account" means the Deposit Account maintained with The Royal Bank of Canada, with respect to which a Lockbox Agreement shall have been executed by the applicable ABL Facilities Grantor and The Royal Bank of Canada. "Secured Parties" means, collectively, (a) the US Revolving Facility Secured Parties, (b) the US Term Facility Secured Parties, (c) the ABL Facilities Secured Parties, (d) the European Facilities Secured Parties, (e) the US Miscellaneous Secured Parties, (f) the Swiss Franc Secured Parties, (g) the Collateral Agent and (h) the successors and assigns of each of the foregoing. "Security Documents" means this Agreement and the Other Security Documents. "Swap Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference 10 to, one or more rates or prices for one or more currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions. "Swiss Franc Bond Agreement" means the Bond Agreement dated as of March 17, 1986, between the Company and Union Bank of Switzerland, Credit Suisse, Morgan Stanley S.A. and Swiss Bank Corporation, as in effect on the date hereof. "Swiss Franc Basket" means 5% of the consolidated stated capital, capital surplus and retained earnings of the Company and its consolidated subsidiary companies, after deducting the cost of shares of the Company held in the treasury, as shown on the latest consolidated balance sheet contained in the latest annual report to shareholders of the Company as of the date hereof. "Swiss Franc Secured Parties" means the holders from time to time of the Swiss Franc Obligations. "Swiss Franc Obligations" means the "Bonds", as defined in the Swiss Franc Bond Agreement. "Trademark License" means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any US Facilities Grantor or that any such Grantor otherwise has the right to license, or granting to any US Facilities Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any such Grantor under any such agreement. "Trademarks" means all of the following now owned or hereafter acquired by any US Facilities Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule II to the Perfection Certificate, as updated from time to time pursuant to Section 4.04(c), (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill. "US Facilities Agreements" means the US Revolving Facility Agreement and the US Term Facility Agreement. "US Facilities Article 9 Collateral" means any and all of the following assets and properties now owned or at any time hereafter acquired by any US Facilities Grantor or in which such US Facilities Grantor now has or at any time in the future may acquire any right, title or interest: (a) all Documents; (b) all Equipment (other than fixtures to real property not constituting Mortgaged Properties); (c) all General Intangibles; (d) all Instruments; (e) all Investment Property (other than (i) US Facilities Pledged Equity Interests, (ii) Equity Interests in Luxembourg Finance, (iii) the Equity Interests described in clauses (b), (c) and (d) of the definition of Excluded Equity Interests and (iv) Proceeds in respect of Equity Interests described in clauses (i), (ii) and (iii)); (f) all Letter-of-Credit rights; (g) all books and records pertaining to 11 any of the foregoing; (h) all Aircraft Collateral; and (i) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that, notwithstanding any of the foregoing provisions of this definition, the US Facilities Article 9 Collateral shall not include (i) any ABL Facilities Collateral or (ii) Consent Assets. "US Facilities Collateral" means the US Facilities Pledged Collateral, the US Facilities Article 9 Collateral and the US Facilities Mortgaged Collateral. "US Facilities Foreign Pledge Agreements" means the "Foreign Pledge Agreements", as defined in the US Facilities Agreements. "US Facilities Grantors" means the Company, each Subsidiary that is listed under the heading "US Facilities Grantor" on the signature pages hereto or that becomes a US Facilities Grantor pursuant to Section 13.14. "US Facilities Mortgaged Collateral" means all the assets and rights subject to Liens created under the US Facilities Mortgages. "US Facilities Mortgages" means the "Mortgages" under and as defined in the US Facilities Agreements. "US Facilities Obligations" means the US Revolving Facility Obligations and the US Term Facility Obligations. "US Facilities Pledged Collateral" means (a) the US Facilities Pledged Equity Interests, (b) the US Facilities Pledged Debt Securities, (c) subject to Section 3.02, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in the preceding clauses (a) and (b); (d) subject to Section 3.02, all rights and privileges of such US Facilities Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing. "US Facilities Pledged Debt Securities" means all debt securities (as defined in Article 8 of the New York UCC) owned by any US Facilities Grantor on the date hereof or obtained by it in the future, and any promissory notes or other instruments evidencing any such debt securities. "US Facilities Pledged Equity Interests" means all Equity Interests in Subsidiaries (other than Luxembourg Finance and Excluded Equity Interests) owned by any US Facilities Grantor on the date hereof or obtained or owned by it in the future, and the certificates representing all the foregoing Equity Interests, including the Equity Interests listed on Schedule 3A to the Perfection Certificate, as updated from time to time pursuant to Section 4.04(c); provided that the US Facilities Pledged Equity Interests shall not include more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary. "US Facilities Secured Parties" means the US Revolving Facility Secured Parties and the US Term Facility Secured Parties. 12 "US Facilities Security Documents" means the "Security Documents", as defined in the US Facilities Agreements. "US Grantors" means the ABL Facilities Grantors and the US Facilities Grantors. "US Guarantors" means the Company and the US Subsidiary Guarantors. "US Miscellaneous Obligations" means (a) the due and punctual payment and performance of all obligations of the Company or any Domestic Subsidiary under each Swap Agreement that (i) shall have been in effect on the Effective Date under and as defined in any of the US Facilities Agreements with a counterparty that shall have been a Lender or an Affiliate of a Lender under such US Facilities Agreement as of such Effective Date or (ii) shall have been entered into after such Effective Date with any counterparty that shall have been a Lender or an Affiliate of a Lender under such US Facilities Agreement at the time such Swap Agreement was entered into and (b) the due and punctual payment and performance of all obligations of the Company or any Domestic Subsidiary arising out of or in connection with cash management or similar services provided by any Lender. "US Miscellaneous Secured Parties" means the Lenders and other Persons to whom US Miscellaneous Obligations are owed. "US Revolving Facility Agreement" means the $750,000,000 Amended and Restated Revolving Credit Agreement dated as of March 31, 2003, among the Company, certain lenders and JPMCB, as administrative agent. "US Revolving Facility Obligations" means the "Obligations" under and as defined in the US Revolving Facility Agreement (other than any Collateral Agent Obligations). "US Revolving Facility Secured Parties" means the "Secured Parties" under and as defined in the US Revolving Facility Agreement. "US Subsidiary Guarantors" means each Subsidiary that is listed under the heading "US Guarantor" on the signature pages hereto or that becomes a US Guarantor pursuant to Section 13.14. "US Term Facility Agreement" means the $645,454,545 Term Loan Agreement dated as of March 31, 2003, among the Company, certain lenders, JPMCB, as administrative agent, and BNP Paribas, as syndication agent. "US Term Facility Obligations" means the "Obligations" under and as defined in the US Term Facility Agreement (other than any Collateral Agent Obligations). "US Term Facility Secured Parties" means the "Secured Parties" under and as defined in the US Term Facility Agreement. 13 ARTICLE II Guarantees SECTION 2.01. Guarantees. Each Guarantor irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Guaranteed Obligations of such Guarantor, jointly with the other Applicable Guarantors and severally. Each of the Guarantors further agrees that its Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any such Guaranteed Obligation. Each of the Guarantors waives presentment to, demand of payment from and protest to any Borrower or other Credit Party of any of its Guaranteed Obligations, and also waives notice of acceptance of its guarantee, notice of protest for nonpayment and all similar formalities. SECTION 2.02. Guarantee of Payment. Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of its Guaranteed Obligations or to any balance of any deposit account or credit on the books of the Collateral Agent or any other Secured Party in favor of any Borrower or any other Person. SECTION 2.03. No Limitations. (a) Except for termination of a Guarantor's obligations hereunder as expressly provided in Section 13.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations of such Guarantor or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations of such Guarantor or any of them; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations of such Guarantor; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations of such Guarantor). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Guaranteed Obligations of such Guarantor, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations of such Guarantor, all without affecting the obligations of such Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of any Borrower or any other Credit Party or the unenforceability of the Guaranteed Obligations of such Guarantor or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Credit Party, 14 other than the indefeasible payment in full in cash of all the Guaranteed Obligations of such Guarantor. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower or any other Credit Party or exercise any other right or remedy available to them against any Borrower or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations of such Guarantor have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower or any other Credit Party, as the case may be, or any security. (c) Notwithstanding any provisions to the contrary contained in this Agreement, in respect of the obligations and liabilities of the Guarantors incorporated under the laws of France (the "French Guarantors") under this Article II, it is understood that: (i) the obligations and liabilities of French Guarantors in respect of the Guaranteed Obligations shall be limited in accordance with their respective financial resources in the following manner: (A) the obligations and liabilities of Dunlop France in respect of the Guaranteed Obligations shall be limited to an aggregate amount not exceeding $150,000,000, (B) the obligations and liabilities of Goodyear France S.A. in respect of the Guaranteed Obligations shall be limited to an aggregate amount not exceeding $50,000,000 and (C) the obligations and liabilities of any other Person becoming a French Guarantor in respect of the Guaranteed Obligations shall be limited to an aggregate amount not exceeding the amount indicated as such maximum amount in the agreement pursuant to which such Person shall become a French Guarantor. (d) In the case of a Guarantor established in Germany as a limited liability company (Gesellschaft mit beschrankter Haftung) (a "German GmbH Guarantor"), or as a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschrankter Haftung) as sole general partner (the "German GmbH & Co. KG Guarantor", together with any "German GmbH Guarantor" hereinafter referred to as "German Guarantor"), the enforcement against such German Guarantor of any and all claims arising under this Article II shall, if and to the extent that under this Article II the relevant German Guarantor guarantees obligations of any of the German Guarantor's affiliated companies (verbundenes Unternehmen) within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (other than any of the German Guarantor's Subsidiaries), at all times be limited to an amount equal to the German GmbH Guarantor's, or in the case of a GmbH & Co. KG Guarantor its general partner's, assets (the calculation of which shall include all items set forth in Section266(2) A, B and C of the German Commercial Code (Handelsgesetzbuch)) less the sum of (A) the German GmbH Guarantor's, or in the case of a GmbH & Co. KG Guarantor its general partner's, liabilities (the calculation of which shall include all items set forth in Section266(3) B, C and D of the German Commercial Code), and (B) the registered share capital (Stammkapital) of the German GmbH Guarantor, or in the case of a German GmbH & Co. KG Guarantor of its general partner (the "Net Assets"). For the purposes of the calculation of the Net Assets loans and other contractual liabilities incurred in negligent or wilful violation of the provisions of the Credit Documents shall be disregarded. In addition, in case of an enforcement of the guarantee granted under this Article II, the German GmbH Guarantor, or in the case of a German GmbH & Co. KG Guarantor its general partner and the German GmbH & Co. KG Guarantor, shall realize, to the extent legally permitted and, in respect of the German GmbH Guarantor's, or in the case of a German GmbH & Co. KG Guarantor its general partner's and the German GmbH & Co. KG Guarantor's, business, 15 commercially justifiable, in a situation where the German GmbH Guarantor, or in the case of a German GmbH & Co. KG Guarantor its general partner and the German GmbH & Co. KG Guarantor, does not have sufficient Net Assets to maintain its registered share capital, any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets if such asset is not necessary for the German GmbH Guarantor's, or in the case of a German GmbH & Co. KG Guarantor its general partner's and the German GmbH & Co. KG Guarantor's, business (betriebsnotwendig). SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation of such Guarantor is rescinded or must otherwise be restored by the Collateral Agent or any other Secured Party upon the bankruptcy or reorganization of any Borrower, any other Credit Party or otherwise. SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Borrower or any other Credit Party to pay any Guaranteed Obligation of any Guarantor when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, such Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Guaranteed Obligation. Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against any Borrower or any other Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate to the Obligations of such Borrower or Credit Party on the terms set forth in Article XII. SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of each relevant Borrower's and each other relevant Credit Party's financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations of such Guarantor and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Collateral Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks. ARTICLE III Pledge of Securities SECTION 3.01. Pledge. As security for the payment or performance, as the case may be, in full of the US Revolving Facility Obligations, the US Term Facility Obligations, the US Miscellaneous Obligations and the Collateral Agent Obligations, each US Facilities Grantor hereby grants to the Collateral Agent, its successors and assigns a security interest in, all such US Facilities Grantor's right, title and interest in, to and under the US Facilities Pledged Collateral, to have and to hold all such US Facilities Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the applicable Secured Parties; subject, however, to the terms, covenants and conditions hereinafter set forth. 16 SECTION 3.02. Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default (as defined in either US Facilities Credit Agreement) shall have occurred and be continuing and the Collateral Agent shall have notified the US Facilities Grantors that their rights under this Section 3.02 are being suspended: (i) Each US Facilities Grantor shall be entitled to exercise any and all voting and/or other rights and powers inuring to an owner of US Facilities Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement and the US Facilities Credit Agreements, including the right to sell or otherwise transfer such US Facilities Pledged Collateral in accordance with the terms of the US Facilities Credit Agreements. (ii) The Collateral Agent shall execute and deliver to each US Facilities Grantor, or cause to be executed and delivered to such US Facilities Grantor, all such proxies, powers of attorney, certificates and other instruments as such US Facilities Grantor may reasonably request for the purpose of enabling such US Facilities Grantor to exercise the voting and/or rights and powers it is entitled to exercise pursuant to subparagraph (i) above. (iii) Each US Facilities Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the US Facilities Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the US Facilities Credit Agreements, the other Credit Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute US Facilities Pledged Equity Interests or US Facilities Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any US Facilities Pledged Collateral or received in exchange for US Facilities Pledged Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the US Facilities Pledged Collateral. (b) Upon the occurrence and during the continuance of an Event of Default (as defined in either US Facilities Credit Agreement), after the Collateral Agent shall have notified the US Facilities Grantors of the suspension of their rights under paragraph (a)(iii) of this Section, then all rights of any US Facilities Grantor to dividends, interest, principal or other distributions that such US Facilities Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any US Facilities Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such US Facilities Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the form in which so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 6.03. After all Events of Default have been cured or waived and the Company has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each US Facilities Grantor (without interest) all dividends, interest, 17 principal or other distributions that such US Facilities Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the US Facilities Grantors of the suspension of their rights under paragraph (a)(i) of this Section, then all rights of any US Facilities Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Majority Lenders under either US Facilities Credit Agreement, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the US Facilities Grantors to exercise such rights. (d) Any notice given by the Collateral Agent to the US Facilities Grantors suspending their rights under paragraph (a) of this Section (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the US Facilities Grantors at the same or different times and (iii) may suspend the rights of the US Facilities Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent's rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. ARTICLE IV Security Interests in Personal Property SECTION 4.01. Creation of Security Interests. (a) As security for the payment or performance, as the case may be, in full of the ABL Facilities Obligations and the Applicable Collateral Agent Obligations, each ABL Facilities Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the ABL Facilities Secured Parties and the Collateral Agent, a security interest in, all right, title or interest in or to any and all the ABL Facilities Collateral now owned or at any time hereafter acquired by such ABL Facilities Grantor or in which such ABL Facilities Grantor now has or at any time in the future may acquire any right, title or interest. (b) As security for the payment or performance, as the case may be, in full of the US Facilities Obligations and the US Miscellaneous Obligations, on an equal and ratable basis, and, as to each such Class of Obligations, the Applicable Collateral Agent Obligations, each ABL Facilities Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the US Facilities Secured Parties, the US Miscellaneous Secured Parties and the Collateral Agent, a security interest in, all right, title or interest in or to any and all the ABL Facilities Collateral now owned or at any time hereafter acquired by such ABL Facilities Grantor or in which such ABL Facilities Grantor now has or at any time in the future may acquire any right, title or interest; the US Facilities Secured Parties, the US Miscellaneous Secured Parties and the Collateral Agent agree that the foregoing assignment, pledge and grant shall be on a junior, second priority basis and shall be subordinated as described in, and subject to, Section 11.03. 18 (c) As security for the payment or performance, as the case may be, in full of the US Facilities Obligations and the US Miscellaneous Obligations, on an equal and ratable basis, and, as to each such Class of Obligations, the Applicable Collateral Agent Obligations, each US Facilities Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the US Facilities Secured Parties, the US Miscellaneous Secured Parties and the Collateral Agent, a security interest in, all right, title or interest in or to any and all the US Facilities Article 9 Collateral (other than, in the case of the Company only, any such US Facilities Article 9 Collateral constituting a "manufacturing facility", as defined in the Swiss Franc Bond Agreement) now owned or at any time hereafter acquired by such US Facilities Grantor or in which such US Facilities Grantor now has or at any time in the future may acquire any right, title or interest. (d) As security for the payment or performance, as the case may be, in full of the ABL Facilities Obligations and the Applicable Collateral Agent Obligations, each US Facilities Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the ABL Facilities Secured Parties and the Collateral Agent, a security interest in, all right, title or interest in or to any and all the Intellectual Property consisting of Trademarks included in the US Facilities Article 9 Collateral now owned or at any time hereafter acquired by such US Facilities Grantor or in which such US Facilities Grantor now has or at any time in the future may acquire any right, title or interest; the ABL Facilities Secured Parties agree that the foregoing assignment, pledge and grant shall be on a junior, second priority basis and shall be subordinated as described in, and subject to, Section 11.03. (e) As security for the payment or performance, as the case may be, in full of the US Facilities Obligations and the US Miscellaneous Obligations, on an equal and ratable basis, and the Applicable Collateral Agent Obligations, the Company hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the US Facilities Secured Parties, the US Miscellaneous Secured Parties and the Collateral Agent, a security interest in, all right, title or interest in or to any and all the US Facilities Article 9 Collateral constituting a "manufacturing facility", as defined in the Swiss Franc Bond Agreement, now owned or at any time hereafter acquired by it or in which it now has or at any time in the future may acquire any right, title or interest; provided, that the aggregate amount of the US Facilities Obligations, Collateral Agent Obligations and US Miscellaneous Obligations that are secured by (i) the security interest granted under this paragraph, and (ii) any Liens on US Facilities Collateral owned by the Company constituting "manufacturing facilities", as defined in the Swiss Franc Bond Agreement, that are created under the US Facilities Mortgages and are not for the equal and ratable benefit of the Swiss Franc Obligations, shall not exceed the amount, if any, that can be so secured without violation of the Swiss Franc Bond Agreement. (f) As security for the payment or performance, as the case may be, in full of the US Facilities Obligations and the Swiss Franc Obligations, on an equal and ratable basis, and, as to each such Class of Obligations, the Applicable Collateral Agent Obligations, the Company hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the US Facilities Secured Parties, the US Miscellaneous Secured Parties, the Swiss Franc Secured Parties and the Collateral Agent, a security interest in, all right, title or interest in or to any and all the US Facilities Article 9 Collateral constituting a "manufacturing facility", as defined in the Swiss Franc Bond Agreement, now owned or at any time hereafter acquired by such US Facilities Grantor or in which such US Facilities Grantor now has or at any time in the future may acquire any right, title or interest; the foregoing assignment, pledge and grant shall be on a junior, second priority basis and shall be subordinated to the assignment and pledge pursuant to paragraph (e) above. 19 (g) Notwithstanding anything in this Section or in any Other Security Document to the contrary, the aggregate amount of the US Facilities Obligations and Swiss Franc Obligations secured by (i) the security interests granted under this Section, and (ii) any Liens created under the US Facilities Mortgages, in each case in or on the Indenture Properties shall not exceed the Indenture Basket. (h) The security interests granted under this Section are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral. SECTION 4.02. Certain Filings. (a) Each US Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral of such US Grantor or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such US Grantor is an organization, the jurisdiction in which it is organized, the type of organization and any organizational identification number issued to such Grantor and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each US Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each US Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (b) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting any security interest granted by any US Grantor in any Material Intellectual Property, without the signature of such US Grantor, and naming such US Grantor or the US Grantors as debtors and the Collateral Agent as secured party. SECTION 4.03. Representations and Warranties. The US Grantors jointly and severally represent and warrant to the Collateral Agent and the Secured Parties that each US Grantor has good and valid rights (including ownership rights) in the material Article 9 Collateral with respect to which it has purported to grant a security interest hereunder. SECTION 4.04. Covenants. (a) Each US Grantor agrees promptly (and in any event within 30 days) to notify the Collateral Agent in writing of any change (i) in its corporate name, (ii) in the location of its chief executive office, (iii) in its identity or type of organization or corporate structure, (iv) in its Federal Taxpayer Identification Number or organizational identification number or (v) in its jurisdiction of organization. Each US Grantor agrees promptly to provide the Collateral Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph. (b) Each US Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Article 9 Collateral owned by it as shall be consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such US Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds 20 received with respect to any part of the Article 9 Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any specified Article 9 Collateral. (c) Each year, at the time of delivery of annual financial statements of the Company with respect to the preceding fiscal year pursuant to each Credit Agreement, the Company shall deliver to the Collateral Agent a certificate executed on behalf of the Company by a Financial Officer and a legal officer of the Company setting forth the information required pursuant to the Perfection Certificate (including the Schedules thereto) or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered pursuant to this paragraph. (d) The Collateral Agent and such Persons as the Collateral Agent may reasonably designate shall have the right, at the US Grantors' own cost and expense, to inspect the Article 9 Collateral and the premises upon which any of the Article 9 Collateral is located and to verify under reasonable procedures, in accordance with the provisions of each applicable Credit Agreement, the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, only after the occurrence and during the continuance of an Event of Default, in the case of Accounts or Article 9 Collateral in the possession of any third person, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the purpose of making such a verification. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to the US Facilities Credit Agreements or the ABL Facilities Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any US Grantor fails to do so as required by any Credit Agreement or this Agreement, and each US Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided that nothing in this paragraph shall be interpreted as excusing any US Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any US Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Documents. (f) The US Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Inventory and Equipment included in the Article 9 Collateral in accordance with the requirements set forth in the US Facilities Credit Agreements and the ABL Facilities Credit Agreement. Each US Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such US Grantor's true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such US Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any US Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Collateral 21 Agent may, without waiving or releasing any obligation or liability of the US Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent deems advisable. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys' fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the US Grantors to the Collateral Agent and shall be additional Obligations secured hereby. (g) Each US Grantor shall maintain, in form and manner reasonably satisfactory to the Collateral Agent, records of its Chattel Paper and its books, records and documents evidencing or pertaining thereto. SECTION 4.05. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the security interests created hereby, each US Grantor agrees, in each case at such Grantor's own expense, to take the following actions with respect to the following Article 9 Collateral: if any US Grantor shall at any time hold or acquire any Instrument representing Indebtedness in excess of $3,000,000, such US Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request. SECTION 4.06. Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each US Facilities Grantor agrees that it will not do or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing or omitting to do any act) whereby any Patent constituting Material Intellectual Property may become invalidated or dedicated to the public, and agrees that it shall continue to mark any products covered by such Patent with the relevant patent number consistent with good business judgment to establish and preserve its rights under applicable patent laws. (b) Each US Facilities Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark constituting Material Intellectual Property, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration consistent with good business judgment to establish and preserve its rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each US Facilities Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright constituting Material Intellectual Property, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice consistent with good business judgment to establish and preserve its rights under applicable copyright laws. (d) Each US Facilities Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright constituting Material Intellectual Property may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such US Grantor's ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same; provided that such notification need not be given if such impairment 22 of such Intellectual Property is not material viewed against the Material Intellectual Property as a whole. (e) Each US Facilities Grantor will take all steps consistent with good business judgment that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each application relating to the Patents, Trademarks and/or Copyrights constituting Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights constituting Material Intellectual Property, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancelation proceedings against third parties. (f) Upon and during the continuance of an Event of Default, each US Grantor shall endeavor in good faith to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such US Grantor's right, title and interest thereunder to the Collateral Agent or its designee. SECTION 4.07. Lockbox System. The ABL Facilities Grantors shall establish, subject to the control of the Collateral Agent pursuant to the Lockbox Agreements, a system of lockboxes and related Deposit Accounts (the "Lockbox System"). Each ABL Facilities Grantor agrees that it shall have no Deposit Accounts other than (a) Deposit Accounts in the Lockbox System, (b) Excluded Operating Accounts and (c) Local Collection Accounts, except during the period of 45 days following the Effective Date as contemplated by the next sentence. Each ABL Facilities Grantor further agrees (i) to execute and deliver, and to cause the Deposit Account Institution at which any Deposit Account (other than an Excluded Operating Account or a Local Collection Account) is maintained to execute and deliver, a Lockbox Agreement with respect to each such Deposit Account as promptly as practicable following (and in any event no later than 45 days following) the Effective Date, (ii) to notify and direct promptly each Account Debtor and every other Person obligated to make payments on Accounts or in respect of any Inventory to make all such payments directly to one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company's retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes, (iii) to use all reasonable efforts to cause each such Account Debtor and other Person to make all payments with respect to Accounts and Inventory directly to one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company's retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes, (iv) promptly to deposit all payments received by it on account of Accounts and Inventory, whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, in one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company's retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes in the form in which received (but with any endorsements of such ABL Facilities Grantor necessary for deposit or collection), (v) to establish promptly after the Effective Date an ABL Collateral Proceeds Account in the United States, a U.S. dollar and a Canadian dollar ABL Collateral Proceeds Account in Canada and the RBC Deposit Account, in each case on terms reasonably satisfactory to the Collateral Agent and (vi) as promptly as practicable following (and in any event no later than 45 days following) the Effective Date, to implement agreements with the applicable Deposit Account Institutions under which all amounts on deposit in each Deposit Account (other than Excluded Operating Accounts and Local Collection Accounts) located in the United States and in Canada will be paid to the Collateral Agent for deposit in the ABL Collateral 23 Proceeds Account located in the United States or in the RBC Account, respectively, at the end of each Business Day, and under which all amounts in the RBC Account will be paid not less often than weekly into the ABL Collateral Proceeds Accounts in Canada in same day funds. So long as no Event of Default under and as defined in the ABL Facilities Agreement (or, if the ABL Facilities Agreement shall no longer be in effect, under and as defined in either of the US Facilities Agreements) has occurred and is continuing, the Collateral Agent shall promptly (and no less frequently than each Business Day) remit any funds on deposit in each ABL Collateral Proceeds Account to one or more accounts of the Company that have been designated by the Company. Effective upon notice to the Company after the occurrence and during the continuance of an Event of Default under and as defined in the ABL Facilities Agreement (or, if the ABL Facilities Agreement shall no longer be in effect, under and as defined in either of the US Facilities Agreements), each ABL Collateral Proceeds Account, the RBC Deposit Account and each Deposit Account (other than Excluded Operating Accounts and Local Collection Accounts) will, without further action on the part of any ABL Facilities Grantor or the Collateral Agent, convert into a closed lockbox account under the sole dominion and control of the Collateral Agent in which all funds are held subject to the rights of the Collateral Agent hereunder. Without the prior written consent of the Collateral Agent, no ABL Facilities Grantor shall, in a manner adverse to the Secured Parties, change the general instructions given to Account Debtors in respect of payments to be deposited in the Lockbox System. Each ABL Facilities Grantor irrevocably authorizes the Collateral Agent, upon the occurrence of an Event of Default under and as defined in the ABL Facilities Agreement (or, if the ABL Facilities Agreement shall no longer be in effect, under and as defined in either of the US Facilities Agreements), to deliver a Control Notice under each Lockbox Agreement. The Collateral Agent agrees with each ABL Facilities Grantor that the Collateral Agent shall not give any instructions pursuant to any Lockbox Agreement terminating such Lockbox Agreement or the right of such ABL Facilities Grantor to make withdrawals from any Deposit Account in the Lockbox System unless an Event of Default under and as defined in the ABL Facilities Agreement (or, if the ABL Facilities Agreement shall no longer be in effect, under and as defined in either of the US Facilities Agreements) shall have occurred and be continuing or, after giving effect to any withdrawal, would occur. The Collateral Agent, in its capacity as Administrative Agent under the ABL Facilities Agreement, acknowledges and agrees that an instruction by a Grantor to pay an Account into the RBC Collection Account or a Deposit Account in the Lockbox System (or, in the case of Accounts or Inventory of the Company's retail or Wingfoot divisions, a Local Collection Account) or a related lockbox, or, for a period of 45 days after the Effective Date, into any Deposit Account of such Grantor or related lockbox, shall constitute an instruction by such Grantor to pay such Account directly into a Deposit Account in the Lockbox System for purposes of clause (xxi) of the definition of "Eligible Accounts Receivable" contained in the ABL Facilities Agreement. The Company shall ensure that the aggregate amount contained in all Local Collection Accounts taken together shall not at any time exceed a maximum amount determined by the Administrative Agent in its sole discretion (not to be exercised unreasonably). SECTION 4.08. Insurance. Each applicable US Grantor shall cause the Collateral Agent to be named as loss payee on all property insurance maintained in respect of property subject to US Facilities Mortgages. 23 ARTICLE V Other Pledges, Mortgages and Security Interests SECTION 5.01. Summary of Certain Other Security Documents. In addition to the security interests created under Articles III and IV the parties acknowledge that : (a) The Company and the Collateral Agent are entering into the Luxembourg Finance Pledge Agreement under which the Company is pledging the Luxembourg Finance Pledged Collateral (i) on a senior basis to secure the European Facilities Obligations referred to therein and the Applicable Collateral Agent Obligations and (ii) on a junior basis to secure the US Facilities Obligations and the US Miscellaneous Obligations and the Applicable Collateral Agent Obligations. (b) The US Facilities Grantors are entering into the US Facilities Foreign Pledge Agreements listed in Schedule II, and may in the future enter into additional US Facilities Foreign Pledge Agreements, under which they are pledging Equity Interests in Foreign Subsidiaries owned by them to secure the US Facilities Obligations, the US Miscellaneous Obligations and the Applicable Collateral Agent Obligations. (c) The US Facilities Grantors are entering into the US Facilities Mortgages listed in Schedule III under which they are mortgaging real properties and interests in real properties owned by them to secure the US Facilities Obligations, the US Miscellaneous Obligations, the Applicable Collateral Agent Obligations and, to the extent provided therein, the Swiss Franc Obligations. (d) The European Facilities Grantors are entering into the European Facilities Security Documents listed in Schedule IV, and may in the future enter into additional European Facilities Security Documents, under which they are pledging and creating security interests in Equity Interests and other assets owned by them to secure the European Facilities Obligations referred to therein and the Applicable Collateral Agent Obligations. (e) Certain ABL Facilities Grantors that are organized under the laws of Canada or one or more provinces thereof are entering into the Canadian Security Agreements, under which they are creating security interests (i) in the ABL Facilities Collateral owned by them to secure (A) on a senior basis the ABL Facilities Obligations and the Applicable Collateral Agent Obligations and (B) on a junior basis the US Facilities Obligations, the US Miscellaneous Obligations and the Applicable Collateral Agent Obligations, and (ii) in the Canadian Intellectual Property Collateral owned by them to secure (A) on a senior basis the US Facilities Obligations, the US Miscellaneous Obligations and the Applicable Collateral Agent Obligations and (B) on a junior basis the ABL Facilities Obligations and the Applicable Collateral Agent Obligations. SECTION 5.02. Other Security Documents Subject to This Agreement. (a) The parties to the other Security Documents shall observe the following provisions: (i) to the extent applicable, the provisions of Section 4.01(e), (f) and (g) (limiting the amount of certain Obligations secured by Collateral of the Company; (ii) the provisions of Section 6.03 (governing the distribution of the proceeds realized from the exercise of remedies under the Security Documents); (iii) the provisions of Article VIII (governing the manner in which Acts of the Secured Parties are to be evidenced and the manner in which the amounts of the Obligations at any time are to be determined); (iv) the provisions of Articles IX and X (relating to the duties and 25 responsibilities of the Collateral Agent); (v) the provisions of Article XI (providing for the subordination of the Junior Liens created by certain of the Other Security Documents to the Applicable Senior Liens and the priming of certain Junior Liens); and (vi) the provisions of Section 13.13 (providing for releases of Guarantees of and Collateral securing the Obligations). (b) Each of the US Facilities Mortgages (other than any US Facilities Mortgage that sets forth in full the provisions referred to in clauses (i) through (vi) of paragraph (a) above) shall contain a provision substantially to the effect set forth below (in the language of such Other Security Document) and satisfactory to the Collateral Agent and its counsel: "THIS AGREEMENT AND THE PLEDGES, SECURITY INTERESTS AND OTHER LIENS AND CHARGES CREATED HEREBY ARE SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE MASTER GUARANTEE AND COLLATERAL AGREEMENT DATED AS OF MARCH 31, 2003, AMONG THE GOODYEAR TIRE & RUBBER COMPANY, CERTAIN OF ITS SUBSIDIARIES AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT, AND ANY PROVISION OF THIS AGREEMENT THAT IS INCONSISTENT WITH THE PROVISIONS OF SUCH MASTER GUARANTEE AND COLLATERAL AGREEMENT SHALL BE DEEMED FOR ALL PURPOSES TO HAVE BEEN AMENDED TO CONFORM IN ALL RESPECTS TO SUCH PROVISIONS." ARTICLE VI Remedies SECTION 6.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default under and as defined in any Credit Agreement and the receipt by the Collateral Agent of an Act of the Majority Lenders under such Credit Agreement instructing it to exercise remedies, to the extent permitted by law (a) the Collateral Agent may demand that each Grantor deliver each item of Applicable Collateral owned or held by it to the Collateral Agent, and each Grantor agrees so to deliver all such Applicable Collateral, and (b) the Collateral Agent shall have the right to take any of or all the following actions at the same or different times with respect to any Applicable Collateral: (i) with respect to any Collateral consisting of Intellectual Property, on demand, to cause its security interest in such Collateral to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent, or to grant any license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, with respect to any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (ii) with or without legal process and with or without prior notice or demand for performance, to take possession of the Applicable Collateral and without liability for trespass to enter any premises where the Applicable Collateral may be located for the purpose of taking possession of or removing the Applicable Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Applicable Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Applicable 26 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Applicable Collateral so sold. Each such purchaser at any sale of Applicable Collateral shall (to the extent permitted by law) hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. In the case of any Applicable Collateral that constitutes Article 9 Collateral, the Collateral Agent shall give the applicable Grantors 10 days' written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of Applicable Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Applicable Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Applicable Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Applicable Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Applicable Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Applicable Collateral is made on credit or for future delivery, the Applicable Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Applicable Collateral so sold and, in case of any such failure, such Applicable Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Applicable Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor (to the extent permitted by law). For purposes hereof, a written agreement to purchase any Applicable Collateral or portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Applicable Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default under the applicable Credit Agreement shall have been remedied and the Obligations secured by the Applicable Collateral paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Applicable Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6.01 shall be deemed to conform to the commercially reasonable 27 standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions. SECTION 6.02. Exercise of Remedies under Other Security Documents. The Collateral Agent shall also have the right to exercise remedies provided for in each Other Security Document upon the occurrence and during the continuance of an Event of Default under and as defined in any Credit Agreement as to which the Collateral subject to such Other Security Document constitutes Applicable Collateral and the receipt by the Collateral Agent of an Act of the Majority Lenders under such Credit Agreement instructing it to exercise remedies. SECTION 6.03. Application of Proceeds. (a) Unless otherwise required by applicable law, the Collateral Agent shall apply the proceeds of the collection or sale of any Collateral securing any Obligations, including any Collateral consisting of cash, as follows: FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement or any other Credit Document (in each case, insofar as they evidence, govern, secure or otherwise relate to such Obligations), or otherwise in connection with any of such Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Credit Document (in each case, insofar as they relate to such Obligations) on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document (in each case, insofar as they relate to such Obligations) at the direction or for the benefit of holders of such Obligations; SECOND, to the payment of all such Obligations as shall be owed to the Administrative Agent or any Issuing Bank under and as defined in the Applicable Credit Agreement; THIRD, to the payment in full of the other Obligations secured by such Collateral in accordance with the relative priorities of the Liens on such Collateral securing such Obligations as set forth herein and in the Other Security Documents, with Obligations secured by Liens of a higher priority being paid in full before any distribution is made in respect of Obligations secured by Liens of a lower priority (and, as between Obligations secured by Liens of the same priority, ratably in accordance with the amounts of such Obligations on the date of such application); and FOURTH, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. If any US Facilities Mortgage shall be permitted under applicable law to secure only those US Facilities Obligations that constitute term Indebtedness, the proceeds of other US Facilities Collateral shall be distributed pursuant to Clause SECOND above in such a manner as 28 shall be appropriate in the judgment of the Collateral Agent to offset any resulting distributions to holders of such term Indebtedness in excess of their ratable share of all distribution in respect of the US Facilities Collateral. For purposes of clause THIRD above, the Lien of any US Facilities Mortgage, insofar as it secures the Swiss Franc Obligations, will, to the maximum extent permitted under the Swiss Franc Bond Agreement, be deemed to be of a lower priority than the Lien of such US Facilities Mortgage insofar as it secures the US Facilities Obligations and the US Miscellaneous Obligations. SECTION 6.04. Grant of License to Use Intellectual Property. (a) Each Grantor hereby grants to the Collateral Agent, to the extent necessary to enable the Collateral Agent to exercise rights and remedies under this Agreement and the Other Security Documents at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, to the extent and only to the extent such license would not violate or result in a default under any license or other agreement, whether express or implied, between the Grantor and any Person other than a Wholly Owned Subsidiary. The rights of the Collateral Agent under such license may be exercised, at the option of the Collateral Agent, solely upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of any Event of Default. (b) Notwithstanding any other provision contained in this Agreement, any security interest granted hereunder in any Collateral consisting of Intellectual Property to secure the Obligations of any Class shall be subject to the license granted under the preceding paragraph (a), as such license may be exercised for the benefit of the Secured Parties holding Obligations of any other Class, and any sale or transfer of Collateral consisting of Intellectual Property upon any exercise of remedies under this Agreement shall be made expressly subject to such license. SECTION 6.05. Securities Act. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the "Federal Securities Laws") with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been 29 filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells. SECTION 6.06. Registration. Each Grantor agrees that, upon the occurrence and during the continuance of an Event of Default, if for any reason the Collateral Agent desires to sell any of the Pledged Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Collateral under applicable law. Each Grantor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses of the Collateral Agent's legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular relating to the offering for sale of any Pledged Collateral, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Grantor or the issuer of such Pledged Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Grantor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Collateral to qualify, file or register, any of the Pledged Collateral under the Blue Sky or other securities laws of such jurisdictions as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Grantor will bear all costs and expenses of carrying out its obligations under this Section. Each Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section may be specifically enforced. ARTICLE VII Indemnity, Subrogation and Subordination SECTION 7.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Grantors and Guarantors may have under applicable law (but subject to Section 7.03), the Company and each other Borrower agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement in respect of an Obligation of any Borrower, the Company and such Borrower shall indemnify such Guarantor for the full amount 30 of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Grantor shall be sold pursuant to this Agreement or any Other Security Document to satisfy in whole or in part an Obligation of any Borrower, the Company and such Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. SECTION 7.02. Contribution and Subrogation. Each US Guarantor and US Facilities Grantor, other than the Company, that has guaranteed, or granted Liens to secure, the Obligations of any Class under this Agreement or any Other Security Document (a "Contributing Party") agrees (subject to Section 7.03) that, in the event a payment shall be made by any other US Guarantor (other than the Company) hereunder in respect of Obligations of such Class or assets of any other US Facilities Grantor (other than the Company) shall be sold pursuant to any Security Document to satisfy Obligations of such Class and such other US Guarantor or US Facilities Grantor (the "Claiming Party") shall not have been fully indemnified by the applicable Borrower as provided in Section 7.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party and the denominator shall be the aggregate net worth of all the US Guarantors and US Facilities Grantors, other than the Company, that have guaranteed or granted Liens to secure the Obligations of such Class. For the purposes of the previous sentence, the net worth of each Guarantor and Grantor shall be determined on the Effective Date (or, in the case of any US Guarantor or US Facilities Grantor becoming a US Guarantor or US Facilities Grantor after the date hereof, the date on which such US Guarantor or US Facilities Grantor shall have become a US Guarantor or US Facilities Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section shall be subrogated to the rights of such Claiming Party under Section 7.01 to the extent of such payment. SECTION 7.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors and Grantors under Sections 7.01 and 7.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations, and no Guarantor or Grantor shall seek to enforce any of such rights until the Obligations have been paid in full. No failure on the part of any Borrower or any Guarantor or Grantor to make the payments required by Sections 7.01 and 7.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor or Grantor with respect to its obligations hereunder, and each Guarantor and Grantor shall remain liable for the full amount of the obligations of such Guarantor or Grantor hereunder. (b) To the fullest extent permitted under law, each Guarantor and Grantor hereby agrees that all Indebtedness and other monetary obligations owed by it to any other Guarantor, Grantor or any other Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. 31 ARTICLE VIII Acts of Secured Parties and Administrative Agent; Amounts of Secured Obligations SECTION 8.01. Acts of Secured Parties and Administrative Agent. Any request, demand, authorization, direction, notice, consent, waiver or other action permitted or required by this Agreement to be given or taken by any Secured Party may be, and at the request of the Collateral Agent shall be, embodied in and evidenced by one or more instruments reasonably satisfactory in form to the Collateral Agent and signed by such Secured Party or Administrative Agent, acting individually or on behalf of the applicable Secured Parties, as the case may be, and, except as otherwise expressly provided in any such instrument, any such action shall become effective when such instrument or instruments shall have been delivered to the Collateral Agent as provided herein. The instrument or instruments evidencing any action (and the action embodied therein and evidenced thereby) are sometimes referred to herein as an "Act" of the persons signing such instrument or instruments. All Acts hereunder on the part of any Secured Parties shall be taken on their behalf by the Administrative Agent under the applicable Credit Agreement. The Collateral Agent shall be entitled to rely absolutely upon an Act of an Administrative Agent if such Act purports to be taken by or on behalf of the Secured Parties, and nothing in this Section or elsewhere in this Agreement shall be construed to require such Administrative Agent to demonstrate that it has been authorized by the Secured Parties thereunder to take any action that it purports to be taking, the Collateral Agent being entitled to rely conclusively without any independent investigation whatsoever, and being fully protected in so relying, on any Act of such Administrative Agent. SECTION 8.02. Determination of Amounts of Secured Obligations and Existence of Events of Default under Credit Agreements; Acceleration. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations or the existence of any Event of Default under any Credit Agreement for any purposes of this Agreement, it shall request written certification of such existence or amount from the Administrative Agent under such Credit Agreement, and shall be entitled to make such determination on the basis of such certification; provided, however, that if, notwithstanding the request of the Collateral Agent, the Administrative Agent under any Credit Agreement shall fail or refuse reasonably promptly to certify as to the existence or amount of any Obligation or the existence of any Event of Default under such Credit Agreement, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Company, any other Borrower, Guarantor or Grantor, any holder of any Secured Obligation or any other person as a result of such determination. ARTICLE IX Duties of Collateral Agent SECTION 9.01. Notices to Administrative Agents under Credit Agreements. The Collateral Agent shall promptly notify each Administrative Agent in the event it shall receive (a) any notice of an Event of Default under any other Credit Agreement or (b) any instructions 32 given by the Administrative Agent, on behalf of the Majority Lenders, under any other Credit Agreement to commence the exercise of remedies under Article VI. SECTION 9.02. Actions Under This Agreement. (a) The Collateral Agent shall not be obligated to take any action under this Agreement or any Other Security Document except for the performance of such duties as are specifically set forth herein and therein. Subject to the provisions of Article X of this Agreement and to the succeeding provisions of this Section, the Collateral Agent shall take such actions, and only such actions, under this Agreement and the Other Security Documents with respect to any Collateral of any Class as are requested by the Administrative Agent, on behalf of the Majority Lenders, under the Applicable Credit Agreement (or, in the case of the US Facilities Collateral, one of the Applicable Credit Agreements) and as are not inconsistent with or contrary to the provisions of this Agreement, any Other Security Document or any Credit Agreement, as well as ministerial and/or administrative actions required or permitted by this Agreement and the Other Security Documents. It is the intent of the parties hereto that (i) the Administrative Agent under either of the US Facilities Credit Agreements shall have the right to initiate the exercise of remedies with respect to the US Facilities Collateral and (ii) the Administrative Agents under the US Facilities Credit Agreements shall jointly control the manner of the exercise of such remedies. Therefore, in the event the Administrative Agent under either US Facilities Credit Agreement notifies the Collateral Agent and the Administrative Agent under the other US Facilities Credit Agreement of its desire to commence the exercise of remedies and/or to foreclose on specified US Facilities Collateral, the Administrative Agents under both US Facilities Credit Agreements shall promptly confer to determine the manner in which the Collateral Agent should proceed. The Administrative Agent under each US Facilities Credit Agreement, acting in good faith, shall use its best efforts to reach agreement on such matters so that one or more remedies (which shall include foreclosure on such US Facilities Collateral if requested in such notification) will be exercised reasonably promptly after such notification. In connection with the foregoing, neither of such Administrative Agents will give instructions to the Collateral Agent with the intent of preventing, hindering or delaying the exercise of any remedies requested by the Administrative Agent under the other US Facilities Credit Agreement. Notwithstanding the foregoing, the Collateral Agent shall, if it has received inconsistent instructions from the Administrative Agents under the Credit Agreements with respect to any matter hereunder, act with respect to such matter in such manner as it shall deem to be in the best interests of all the Secured Parties and consistent with the provisions and intent of this Agreement. (b) The holders of the Swiss Franc Obligations and the US Miscellaneous Obligations shall not be entitled to, and shall not, (i) direct the actions of the Collateral Agent hereunder, (ii) take any action, or commence any legal proceeding seeking, to require, compel or cause the Collateral Agent to enforce any provisions of this Agreement against any Grantor or to exercise any remedy hereunder, (iii) take any action, or commence any legal proceeding seeking, to prevent or enjoin the Collateral Agent from taking any action (including, without limitation, the enforcement of any provisions of this Agreement against any Grantor, the exercise of any remedy hereunder, the release of any Collateral hereunder or the consent to any amendment or modification of this Agreement or the grant of any waiver hereunder), or refraining from taking any such action, in accordance with this Agreement or (iv) take any action, or commence any legal proceeding seeking, to delay, hinder or otherwise impair the Collateral Agent in taking any such action in accordance with this Agreement. By their acceptance of the benefits of this Agreement and the Other Security Documents, the holders of the Swiss Franc Obligations and the US Miscellaneous Obligations will be deemed to have acknowledged and agreed to the provisions of the preceding sentence, and to have acknowledged that such provisions are being relied upon by the other Secured Parties. 33 (c) THE COLLATERAL AGENT HAS CONSENTED TO SERVE AS COLLATERAL AGENT HEREUNDER ON THE EXPRESS UNDERSTANDING, AND THE HOLDERS OF THE SWISS FRANC OBLIGATIONS AND US MISCELLANEOUS OBLIGATIONS, BY ACCEPTING THE BENEFITS OF THIS AGREEMENT, SHALL BE DEEMED TO HAVE AGREED, THAT THE COLLATERAL AGENT SHALL HAVE NO DUTY AND SHALL OWE NO OBLIGATION OR RESPONSIBILITY (FIDUCIARY OR OTHERWISE) TO THE HOLDERS OF THE SWISS FRANC OBLIGATIONS OR THE US MISCELLANEOUS OBLIGATIONS, OTHER THAN THE DUTY TO PERFORM ITS EXPRESS OBLIGATIONS UNDER THIS AGREEMENT IN ACCORDANCE WITH THEIR TERMS, SUBJECT IN ALL EVENTS TO THE PROVISIONS OF ARTICLE X AND THE OTHER PROVISIONS OF THIS AGREEMENT LIMITING THE RESPONSIBILITY OR LIABILITY OF THE COLLATERAL AGENT HEREUNDER. WITHOUT LIMITING THE FOREGOING, THE HOLDERS OF THE SWISS FRANC OBLIGATIONS AND US MISCELLANEOUS OBLIGATIONS, BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE OTHER SECURITY DOCUMENTS, SHALL BE DEEMED TO HAVE WAIVED ANY RIGHT THEY MIGHT HAVE, UNDER APPLICABLE LAW OR OTHERWISE, TO COMPEL THE SALE OR OTHER DISPOSITION OF ANY COLLATERAL, AND ANY OBLIGATION THE COLLATERAL AGENT MIGHT HAVE, UNDER APPLICABLE LAW OR OTHERWISE, TO OBTAIN ANY MINIMUM PRICE FOR ANY COLLATERAL UPON THE SALE THEREOF, IT BEING EXPRESSLY UNDERSTOOD, AND THE AVAILABILITY OF THE BENEFITS OF THIS AGREEMENT TO THE HOLDERS OF THE SWISS FRANC OBLIGATIONS AND US MISCELLANEOUS OBLIGATIONS BEING CONDITIONED UPON THE UNDERSTANDING, THAT THE SOLE RIGHT OF THE HOLDERS OF THE SWISS FRANC OBLIGATIONS AND US MISCELLANEOUS OBLIGATIONS SHALL BE TO RECEIVE THEIR RATABLE SHARE OF ANY PROCEEDS OF COLLATERAL IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF THIS AGREEMENT. ARTICLE X Concerning the Collateral Agent SECTION 10.01. Limitations on Responsibility of Collateral Agent. The Collateral Agent shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained herein or in any Other Security Document. The Collateral Agent makes no representation as to the value or condition of the Collateral or any part thereof, as to the title of any Grantor to the Collateral, as to the security afforded by this Agreement or any Other Security Document or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or any Other Security Document, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise for the maintenance of the Collateral, except as provided in the immediately following sentence when the Collateral Agent has possession or control of the Collateral. Except as otherwise provided herein, the Collateral Agent shall have no duty to the Grantors or to the holders of the Secured Obligations as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such Collateral the same care that it normally accords to its own assets and the duty to account for moneys received by it. The Collateral Agent shall not be required to ascertain or inquire as to the performance by any 34 Borrower, Guarantor or Grantor of any of the covenants or agreements contained herein or in any other agreement. Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken or omitted to be taken by any such person in connection with this Agreement or any Other Security Document except for such person's own gross negligence or wilful misconduct (it being understood that any action taken in accordance with the terms of this Agreement or any Other Security Document by the Collateral Agent or any such officer, agent or representative at the direction or instruction of the Administrative Agent or the Majority Lenders under any Credit Agreement (or not taken, in the absence of any such directions or instructions) shall not constitute gross negligence or wilful misconduct). Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such person in accordance with any notice given by the Administrative Agent or the Majority Lenders under any Credit Agreement hereunder or under any Other Security Document even if, at the time such action is taken by any such Person, the Administrative Agent or the Lenders which gave the notice to take such action shall no longer be the Administrative Agent or the Majority Lenders under such Credit Agreement or the Secured Parties on behalf of which such notice was given are no longer the Secured Parties. The Collateral Agent may execute any of the powers granted under this Agreement and perform any duty hereunder either directly or by or through agents or attorneys-in-fact. SECTION 10.02. Reliance by Collateral Agent; Indemnity Against Liabilities, etc. (a) Whenever in the performance of its duties under this Agreement or any Other Security Document the Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Grantor or any other person in connection with the taking, suffering or omitting of any action hereunder by the Collateral Agent, such matter may be conclusively deemed to be proved or established by a certificate executed by an officer of such Person which is believed by the Collateral Agent to be genuine and to have been signed or sent by the proper Person, and the Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in reliance thereon. (b) The Collateral Agent may consult with counsel and shall not incur any liability in taking any action hereunder or under any Other Security Document in good faith in accordance with any advice of such counsel. The Collateral Agent shall have the right but not the obligation at any time to seek instructions concerning the administration of this Agreement or any Other Security Document, the duties created hereunder or the Collateral from any court of competent jurisdiction. (c) The Collateral Agent shall not incur any liability in relying upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order or other paper or document which it in good faith believes to be genuine and to have been signed or presented by the proper party. The Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinions that are believed by the Collateral Agent to be genuine and signed or furnished by the proper Person furnished to the Collateral Agent in connection with this Agreement or any Other Security Document. (d) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default under any Credit Agreement unless and until the Collateral Agent shall have received written notice thereof from the Administrative Agent under such Credit Agreement. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a notice which is believed by the Collateral Agent to be genuine and to have been signed or sent by the proper Person to inquire 35 whether an Event of Default under any Credit Agreement has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any such notice so furnished to it. (e) If the Collateral Agent has been requested to take any specific action by any Administrative Agent pursuant to any provision of this Agreement or any Other Security Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Other Security Document in the manner so requested unless it shall have been provided indemnity by the Secured Parties on whose behalf such request shall have been made reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction. SECTION 10.03. Resignation and Removal of the Collateral Agent. The Collateral Agent may at any time, by giving 30 days' prior written notice to the Company and the Administrative Agent under each Credit Agreement, resign and be discharged from the responsibilities hereby created, such resignation to become effective upon the appointment of a successor by the Administrative Agents with, so long as no Event of Default has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld) and the acceptance of such appointment by such successor. If no successor shall be appointed and approved within 30 days after the date of any such resignation, the Collateral Agent may apply to any court of competent jurisdiction to appoint a successor to act until a successor shall have been appointed as above provided or may, on behalf of the Secured Parties, appoint a successor Collateral Agent which shall be a bank with an office in New York, New York having a combined capital and surplus of at least $500,000,000. SECTION 10.04. Expenses and Indemnification. By accepting the benefits of this Agreement, each of the Lenders severally agrees (i) to reimburse the Collateral Agent, on demand, in the amount of its pro rata share from time to time (based on the amount of the Loans, LC Exposures and unused Commitments (as such terms are defined in the respective Credit Agreements) of such Lender and the other applicable Lenders), of any expenses referred to in this Agreement or in any Other Security Document securing Obligations owed to such Lender and/or any other expenses incurred by the Collateral Agent in connection with the enforcement and protection of the rights of the Collateral Agent and the Secured Parties which shall not have been paid or reimbursed by the Company or any other Borrower, Grantor or Guarantor or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Agent and its Affiliates and its and their respective directors, officers, employees, agents and attorneys (each, an "Indemnified Party"), on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Agent in connection with this Agreement or the Other Security Documents or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been reimbursed by the Company or any other Borrower, Grantor or Guarantor or paid from the proceeds of Collateral as provided herein; provided, in each case, that no Secured Party shall be liable to any Indemnified Party for any portion of such expenses, liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Person. 36 ARTICLE XI Subordination of Certain Liens SECTION 11.01. Perfection and Priority of Security Interests. (a) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in priority, operation and effect to the Applicable Senior Liens in respect of such Collateral, notwithstanding anything to the contrary contained in this Agreement, any Other Security Document or any other agreement or filing to the contrary, and irrespective of the time, order or method of attachment or perfection of such Junior Liens and the Applicable Senior Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) Each Secured Party holding Obligations secured by a Junior Lien acknowledges that a portion of the Applicable Senior Obligations consists of Indebtedness that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Applicable Senior Obligations may be modified, extended or amended from time to time, and the aggregate amount of the Applicable Senior Obligations may be increased, replaced or refinanced, all without notice to or consent by such Secured Party and without affecting the provisions hereof. The lien priorities provided for herein and in the Other Security Documents shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Obligations secured by any Junior Lien or the Applicable Senior Obligations, or by any action that the Collateral Agent or the Secured Parties holding any of such Obligations may take or fail to take in respect of any Collateral. (c) Each Secured Party holding Obligations secured by a Junior Lien acknowledges and agrees that the Collateral Agent and the holders of the Applicable Senior Obligations shall have no duties or other obligations to such Secured Party with respect to the Collateral subject to such Junior Lien other than to transfer to the holders of the Obligations secured by such Junior Lien the proceeds, if any, that remain following any sale, transfer or other disposition of such Collateral and the payment and satisfaction in full of the Applicable Senior Obligations. In furtherance of the foregoing, each Secured Party holding Obligations secured by a Junior Lien acknowledges and agrees that until the Applicable Senior Obligations shall have been paid and satisfied in full, the Collateral Agent shall be entitled, for the benefit of the holders of the Applicable Senior Obligations, to sell, transfer or otherwise dispose of or deal with the Collateral subject to such Junior Lien as provided herein and in the Other Security Documents without regard to such Junior Lien or any rights to which the holders of the Obligations secured thereby would otherwise be entitled as a result of such Junior Lien, the only obligation of the Collateral Agent and the holders of the Applicable Senior Obligations to the holders of the Obligations secured by such Junior Lien being to deliver any proceeds remaining from such sale, transfer or other disposition of the applicable Collateral after the payment and satisfaction in full of the Applicable Senior Obligations. Each Secured Party holding Obligations secured by a Junior Lien agrees that it will not, and will not attempt to, exercise or instruct the Collateral Agent to exercise any rights that it may have as a result of such Junior Lien until the payment and satisfaction in full of the Senior Obligations. (e) In the event a proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law shall be commenced by or against any Grantor that shall have granted a Junior Lien, until the Applicable Senior Obligations shall have been paid and satisfied in full, each Secured Party holding Obligations secured by such 37 Junior Lien hereby authorizes and empowers (without imposing an obligation on) the holders of the Applicable Senior Obligations or the Collateral Agent or any Administrative Agent acting on their behalf to vote such Secured Party's share of the Obligations secured by such Junior Lien, insofar as any such voting right arises from or relates to such Junior Lien or to the Collateral subject thereto, in connection with any resolution, arrangement, plan of reorganization, compromise or settlement relating to such Collateral. SECTION 11.02. No Interference; No Right to Instruct Collateral Agent; Payment Over; Reinstatement; Permitted Actions. (a) Each Secured Party holding Obligations secured by a Junior Lien agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make such Junior Lien pari passu with, or to give such Secured Party any preference or priority relative to, any Applicable Senior Lien with respect to the Collateral subject to such Junior Lien or any part thereof, (ii) it will not interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such Junior Lien by the Collateral Agent or any holder of Applicable Senior Obligations, (iii) it shall have no right to (A) direct the Collateral Agent or any holder of Applicable Senior Obligations to exercise any right, remedy or power with respect to the Collateral subject to such Junior Lien or (B) consent to the exercise by the Collateral Agent or any holder of Applicable Senior Obligations of any right, remedy or power with respect to the Collateral subject to such Junior Lien, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Collateral Agent or any holder of Applicable Senior Obligations seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and neither the Collateral Agent nor any holder of Applicable Senior Obligations shall be liable for, any action taken or omitted to be taken by the Collateral Agent or any holder of Applicable Senior Obligations with respect to the Collateral subject to such Junior Lien, (v) it will not commence or instruct the Collateral Agent to commence judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interest in or realize upon, the Collateral subject to such Junior Lien (other than filing a proof of claim) until all the Applicable Senior Obligations shall have been paid and satisfied in full, (vi) it will not seek, and hereby waives any right, to have the Collateral subject to such Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Collateral Agent and each Secured Party holding Obligations secured by a Junior Lien agree that, in the event of a sale, transfer or other disposition of Collateral subject to such Junior Lien, such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the Applicable Senior Lien on such Collateral is released. (c) Each Secured Party holding Obligations secured by a Junior Lien hereby agrees that if it shall obtain possession of any of the Collateral subject to such Junior Lien, or shall realize any payment in respect of such Collateral, in either case prior to the time when the Applicable Senior Obligations have been paid in full, then it shall hold such Collateral or payment in trust for the holders of the Applicable Senior Obligations and transfer such Collateral or payment, as the case may be, to the Collateral Agent. Each Secured Party holding Obligations secured by a Junior Lien agrees that if, at any time, all or part of any payment with respect to the Applicable Senior Obligations previously made is rescinded for any reason whatsoever, such Secured Party shall promptly pay over to the Collateral Agent any payment received by it in 38 respect of the Collateral subject to such Junior Lien and shall promptly turn any Collateral subject to such Junior Lien then held by it over to the Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the payment and satisfaction in full of the Applicable Senior Obligations. SECTION 11.03. Consent to Priming of Junior Lien on ABL Facilities Collateral. (a) In consideration of and as a condition to the creation under Section 4.01(b) of the Junior Lien on the ABL Facilities Collateral, each Secured Party from time to time secured by such Junior Lien will be deemed to have agreed, and the Collateral Agent hereby agrees, on behalf of such Secured Party, that in the event a proceeding under the Bankruptcy Code shall be commenced by or against the Company and the Company shall enter into an Acceptable Financing in such proceeding, such Junior Lien may, without any further action or consent by such Secured Party, be made junior and subordinated to Liens granted to secure such Acceptable Financing, subject to the granting and approval by the applicable bankruptcy court of adequate protection for the holders of the Obligations secured by such Junior Lien consisting of (a) the current monthly payment of an amount equal to post-petition interest, fees in respect of Letters of Credit (whether owed to any Lender under the US Facilities Agreements or to any Issuing Bank) and facility fees, in each case at non-default rates, (b) the current payment of out-of-pocket expenses, including fees and disbursements of counsel and other professional fees and disbursements, of the Administrative Agent under and as defined in each US Facility Agreement and (c) a replacement lien on substantially all assets of the Company and the Domestic Subsidiaries (other than the assets of and Equity Interests in Goodyear Dunlop Tires North America, Ltd., its Subsidiaries and any other Consent Subsidiaries), subject only to the Liens securing such Acceptable Financing, Liens existing prior to the commencement of such proceeding and Liens, if any, that are senior to the Liens securing such Acceptable Financing. (b) In consideration of and as a condition to the creation of the Junior Lien on the ABL Facilities Collateral, each Secured Party from time to time secured by such Junior Lien will be deemed to have agreed, and the Collateral Agent hereby agrees, on behalf of such Secured Party, that in the event the ABL Facilities Obligations are refinanced, replaced, renewed or extended, in whole or in part, in accordance with Section 6.01(m) of the US Facilities Agreements, such Junior Lien shall, without any further action or consent by such Secured Party, be junior and subordinated to Liens granted to secure such refinancing. SECTION 11.04 Consent to Subordination of Junior Lien on US Facilities Article 9 Collateral. In consideration of and as a condition to the creation under Section 4.01(d) of the Junior Lien on the Intellectual Property consisting of Trademarks included in the US Facilities Article 9 Collateral, each Secured Party from time to time secured by such Junior Lien will be deemed to have agreed, and the Collateral Agent hereby agrees, on behalf of such Secured Party, that in the event the US Facilities Obligations are refinanced, replaced, renewed or extended, in whole or in part, such Junior Lien shall, without any further action or consent by such Secured Party be junior, and subordinate to, Liens granted to secure such refinancing. ARTICLE XII Subordination of Intercompany Indebtedness SECTION 12.01. Subordination. To the fullest extent permitted under law, the Company and each other Grantor and Guarantor hereby agrees that all Intercompany Indebtedness owed to it by any Intercompany Obligor is hereby expressly subordinated, to the 39 extent and in the manner set forth in this Article XII, to the payment in full in cash of all Obligations of such Intercompany Obligor. SECTION 12.02. Dissolution or Insolvency. Upon any dissolution, winding up, liquidation or reorganization of any Intercompany Obligor, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or otherwise, or upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of any Intercompany Obligor, or otherwise: (a) the applicable Secured Parties shall, as between such Secured Parties and the Company or any other Grantor or Guarantor, first be entitled to receive payment in full in cash of the Obligations of such Intercompany Obligor in accordance with the terms of such Obligations before the Company or such Grantor or Guarantor shall be entitled to receive any payment on account of the Intercompany Indebtedness of such Intercompany Obligor, whether as principal, interest or otherwise; and (b) any payment by, or distribution of the assets of, such Intercompany Obligor of any kind or character, whether in cash, property or securities, to which the Company or any other Grantor or Guarantor would be entitled except for the provisions of clause (a) above shall, upon receipt by the Company or such Grantor or Guarantor, be held in trust (or in a compte de sequestre, if applicable) for the applicable Secured Parties and promptly paid or delivered directly to the Collateral Agent for the benefit of such Secured Parties to the extent necessary to make payment in full in cash of all such Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to such Secured Parties in respect of such Obligations. SECTION 12.03. Subrogation. Subject to (and only upon) the prior indefeasible payment in full in cash of all the Obligations of any Intercompany Obligor, the Company or any other Grantor or Guarantor holding Intercompany Indebtedness of such Intercompany Obligor shall be subrogated to the rights of the applicable Secured Parties to receive payments or distributions in cash, property or securities applicable to such Obligations until all amounts owing on the Intercompany Indebtedness of such Intercompany Obligor shall be paid in full, and as between and among such Intercompany Obligor, its creditors (other than its Secured Parties) and the Company or any other Grantor or Guarantor holding Intercompany Indebtedness of such Intercompany Obligor, no such payment or distribution made to the Secured Parties by virtue of this Agreement that otherwise would have been made to the Company or any other Grantor or Guarantor in respect of such Intercompany Indebtedness shall be deemed to be a payment by such Intercompany Obligor on account of such Intercompany Indebtedness. SECTION 12.04. Other Creditors. Nothing contained in this Article is intended to or shall impair, as between and among any Intercompany Obligor, its creditors (other than the Secured Parties) and the Company or any other Grantor or Guarantor holding Intercompany Indebtedness of such Intercompany Obligor, the obligations of such Intercompany Obligor to pay its Intercompany Indebtedness as and when the same shall become due and payable in accordance with the terms thereof, or affect the relative rights of the Company or any other Grantor or Guarantor holding Intercompany Indebtedness of such Intercompany Obligor and the creditors of such Intercompany Guarantor (other than the Secured Parties). SECTION 12.05. No Waiver. No right of any Secured Party to enforce this Article shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of any of the Collateral Agent, the other Secured Parties, or any Intercompany Obligor, or by any noncompliance by any Intercompany Obligor with the terms, provisions and covenants 40 contained in this Agreement, any Other Security Document or any Credit Agreement, and the Secured Parties are hereby expressly authorized to extend, renew, increase, decrease, modify or amend the terms of the Obligations or any security therefor, and to release, sell or exchange any such security and otherwise deal freely with any Intercompany Obligor, all without notice to or consent of the Company or any other Grantor or Guarantor and without affecting the liabilities and obligations of the parties hereto. SECTION 12.06. Obligations Hereunder Not Affected. (a) All rights and interests of the Secured Parties under this Article, and all agreements and obligations of the Company and each other Grantor or Guarantor under this Article, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any Credit Agreement; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or consent to departure from any Credit Agreement; (iii) any exchange, release or nonperfection of any security interest in any Collateral, or any release or amendment or waiver of or consent to departure from any Guarantee, in respect of all or any of the Obligations; or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor in respect of Obligations or of the Company or any Grantor or Guarantor in respect of the agreements contained in this Article. (b) The agreements contained in this Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Obligations or any part thereof is rescinded or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. (c) The Company and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor hereunder, from time to time to (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of, the Obligations or any part thereof and (ii) exercise or refrain from exercising any rights against any Intercompany Obligor or any other Person. ARTICLE XIII Miscellaneous SECTION 13.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be given as provided in the Credit Agreements. All communications and notices hereunder to any Grantor or Guarantor other than the Company shall be given to it in care of the Company as provided in the Credit Agreements. 41 SECTION 13.02. Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any Secured Party in exercising any right or power hereunder or under any other Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent and the Secured Parties hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, no extension of credit under any Credit Agreement shall be construed as a waiver of any default hereunder, regardless of whether the Collateral Agent or any Secured Party may have had notice or knowledge of such default at the time. No notice or demand on any Credit Party in any case shall entitle such Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Credit Party or Credit Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required under any of the Credit Agreements. SECTION 13.03. Collateral Agent's Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in the Credit Agreements. (b) Without limitation of its indemnification obligations under the other Credit Documents, each Grantor and each Guarantor, to the fullest extent permitted under law, jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in each Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of the execution, delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses shall have resulted from the gross negligence or wilful misconduct of such Indemnitee or from the breach of any of its obligations set forth in any Credit Document. (c) The provisions of this Section shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Credit Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Credit Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section shall be payable promptly after written demand therefor. SECTION 13.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted 42 successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. SECTION 13.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Credit Parties in the Credit Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Credit Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Credit Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Collateral Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under any Credit Agreement, and shall, subject to Section 13.13, continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Credit Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments under any Credit Agreement have not expired or terminated. SECTION 13.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in this Section. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Credit Party when a counterpart hereof executed on behalf of such Credit Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Credit Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Credit Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Credit Party shall have the right to assign or transfer its rights or obligations hereunder (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement. This Agreement shall be construed as a separate agreement with respect to each Credit Party and may be amended, modified, supplemented, waived or released with respect to any Credit Party without the approval of any other Credit Party and without affecting the obligations of any other Credit Party hereunder. SECTION 13.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 13.08. Right of Set-Off. Without limitation to the provisions of Section 4.07, if an Event of Default shall have occurred and be continuing and the Loans shall have become due and payable pursuant to Article VII of the Applicable Credit Agreement, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such 43 Lender or Affiliate to or for the credit or the account of any Credit Party against any of and all the obligations of such Credit Party now or hereafter existing under this Agreement with respect to such Applicable Credit Agreement owed to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of set-off) which such Lender may have. SECTION 13.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York. (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document in the courts of any jurisdiction. (c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 13.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. SECTION 13.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 44 SECTION 13.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. SECTION 13.12. Security Interest Absolute. The pledges and security interests created hereby and by the Other Security Documents shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement, any other Credit Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement, any other Credit Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor or Guarantor in respect of the Obligations or this Agreement. SECTION 13.13. Termination or Release. (a) This Agreement and the Other Security Documents shall terminate and all pledges and security interests created hereunder and thereunder shall be automatically released when (i) all the Obligations under the Credit Agreements at any time due and owing have been paid in full, (ii) the Lenders have no further commitment to lend under any Credit Agreement, (iii) the LC Exposure under the US Revolving Facility Agreement has been reduced to zero and (iv) the Issuing Banks under the US Revolving Facility Agreement have no further obligation to issue Letters of Credit thereunder. It is understood that such termination and release shall be effective notwithstanding that any US Miscellaneous Obligation or any obligation under clause (c) or (d) of the definitions of Revolving Obligations or Term Obligations under the European Facilities Agreement shall be outstanding at the time thereof. (b) When (i) all the Obligations under any Credit Agreement have been paid in full, (ii) the Lenders have no further commitment to lend under such Credit Agreement, (iii) if such Credit Agreement is the US Revolving Facility Agreement, the LC Exposure (as defined therein) has been reduced to zero and the Issuing Banks (as defined therein) have no further obligation to issue Letters of Credit thereunder and (iv) if such Credit Agreement is the US Revolving Facility Agreement or the US Term Facility Agreement, no US Miscellaneous Obligations remain outstanding and all related Swap Agreements have terminated, all Collateral that (A) shall have secured the Obligations under and as defined in such Credit Agreement and (B) shall not secure the Obligations under and as defined in any other Credit Agreement, whether on a senior or a junior basis, shall be automatically released from the pledges and security interests created hereunder and under the Other Security Documents. Each Other Security Document shall terminate when all the Collateral subject thereto shall have been released as provided in this paragraph. It is understood that such termination and release shall be effective notwithstanding that any US Miscellaneous Obligation or any obligation under clause (c) or (d) of the definitions of Revolving Obligations or Term Obligations under the European Facilities Agreement shall be outstanding at the time thereof. (c) A Subsidiary shall automatically be released from its obligations as a Grantor or Guarantor hereunder and under each Other Security Document, and all pledges hereunder or under any Other Security Document of and security interests created hereunder or under any Other Security Document in the Collateral of such Subsidiary shall be automatically 45 released, upon the consummation of any transaction permitted by this Agreement and each Credit Agreement as a result of which such Subsidiary ceases to be a Subsidiary; provided that any consent to such transaction required by any Credit Agreement shall have been obtained and the terms of such consent shall not provide otherwise. (d) Upon any sale or other transfer of any Collateral permitted under this Agreement and each Applicable Credit Agreement by any Grantor to any Person other than the Company or a Subsidiary, or upon the effectiveness of any written consent to the release of any pledge or security interest created hereby or by any Other Security Document in respect of any Collateral pursuant to and in accordance with the requirements of each Credit Agreement the Obligations under which are secured by such Collateral, all pledges hereunder or under any Other Security Document of and security interests created hereunder or under any Other Security Document in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d), the Collateral Agent shall execute and deliver to each applicable Grantor, at such Grantor's expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or representation or warranty by the Collateral Agent. Notwithstanding paragraph (c) or (d) above, in the case of any Lien on any Equity Interests in an entity organized under the laws of a jurisdiction outside the United States of America or the grant of any Lien on real property in any jurisdiction outside the United States of America, such Lien shall not be released until the Collateral Agent executes and delivers to the applicable Grantor a written consent to such release. The Collateral Agent agrees to execute and deliver any such written consent required by the immediately preceding sentence that is requested by the applicable Grantor in connection with the consummation of any transaction permitted by this Agreement and the Credit Agreements. SECTION 13.14. Additional Grantors and Guarantors. (a) Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in a form agreed to by the Collateral Agent and Goodyear (an "Additional Subsidiary Agreement"), such Subsidiary shall become a party hereto and a Grantor and a Guarantor under the Credit Agreement referenced therein to the extent set forth in such Additional Subsidiary Agreement and shall, to the extent applicable, guarantee and create pledges of and security interests in its assets to secure the Obligations set forth in such Additional Subsidiary Agreement with the same force and effect as if originally named as a Grantor or Guarantor herein. At the time any Subsidiary shall become a party to this Agreement as provided in the preceding sentence, the Schedules hereto shall be supplemented as appropriate to reflect the guarantees, pledges and security interests, as applicable, given or created by such Subsidiary, and such supplemented Schedules shall replace the Schedules that shall therefore have been attached to this Agreement. The execution and delivery of any Additional Subsidiary Agreement and the amendment of the Schedules hereto as above provided shall not require the consent of any other Credit Party. The rights and obligations of each Credit Party shall remain in full force and effect notwithstanding the addition of any new Credit Party as a party to this Agreement. (a) Any Subsidiary that is a US Guarantor may elect to become a US Facilities Grantor or an ABL Facilities Grantor at any time by delivering a certificate in substantially the form agreed to by the Collateral Agent and the Company or in such other form as may be reasonably required by the Collateral Agent. Any such election shall be effective immediately upon the delivery of such certificate. At the time any such election is made, the Schedules hereto shall be supplemented as appropriate to reflect the pledges and security interests given or created 46 by such Subsidiary, and such supplemented Schedules shall replace the Schedules that shall therefore have been attached to this Agreement. The execution and delivery of any certificate hereunder and the amendment of the Schedules hereto as above provided shall not require the consent of the Collateral Agent or any Credit Party. The rights and obligations of each Credit Party shall remain in full force and effect notwithstanding the addition of any new US Facilities Grantor or ABL Facilities Grantor as a party to this Agreement. SECTION 13.15. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest in each case upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default under any applicable Credit Agreement, with full power of substitution either in the Collateral Agent's name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Applicable Collateral of such Grantor or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Applicable Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Applicable Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Applicable Collateral or to enforce any rights in respect of any Applicable Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Applicable Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent relating to the Applicable Collateral; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Applicable Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Applicable Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct or the breach of such Person of its obligations set forth herein. For the purposes of Italian law, each Grantor expressly authorizes the Collateral Agent (and any agents or attorneys appointed under this Agreement) to act under a conflict of interest and self-dealing (including, but not limited to a situation in which the Collateral Agent acts simultaneously in the name and/or on behalf (a) of any Secured Party, on the one hand, and (b) of any Credit Party, on the other hand) solely in relation to this Agreement, the other Security Documents and the Credit Agreement. SECTION 13.16. Collateral Agent as Joint and Several Creditor. Section 9.15 of the European Facilities Agreement is hereby incorporated by reference and shall be effective as if set forth in full herein. 47 SECTION 13.17. Post-Closing Letter Agreements. Each party hereto agrees to complete the actions and perform the obligations applicable to it under each of (a) the post-closing letter agreement dated the Effective Date between the Collateral Agent and Goodyear relating to the European Facilities Agreement and (b) the post-closing letter agreement dated the Effective Date between the Collateral Agent and Goodyear relating to the US Facilities Agreements and the ABL Facilities Agreement. SECTION 13.18. Credit Party Obligations. Each Credit Party will perform its obligations and pay all amounts owed by it under each Credit Document in accordance with the terms thereof. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. GOODYEAR TIRE & RUBBER COMPANY, by /s/ Stephanie W. Bergeron -------------------------------- Name: Title: JPMORGAN CHASE BANK, individually and as Administrative Agent and Collateral Agent, by /s/ B. Joseph Lillis -------------------------------- Name: Title: SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT ALLIED TIRE SALES, INC., as a US GUARANTOR, a US FACILITIES GRANTOR and an ABL FACILITIES GRANTOR by /s/ Stephanie W. Bergeron ----------------------------- Name: Title: SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT BELT CONCEPTS OF AMERICA, INC. as a US GUARANTOR, a US FACILITIES GRANTOR and an ABL FACILITIES GRANTOR by /s/ Stephanie W. Bergeron ----------------------------- Name: Title: SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT CELERON CORPORATION, as a US GUARANTOR by /s/ Stephanie W. Bergeron ---------------------------- Name: Title: SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT COSMOFLEX, INC., as a US GUARANTOR, a US FACILITIES GRANTOR and an ABL FACILITIES GRANTOR by /s/ Stephanie W. Bergeron ---------------------------- Name: Title: SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT DAPPER TIRE COMPANY, as a US GUARANTOR, a US FACILITIES GRANTOR and an ABL FACILITIES GRANTOR by /s/ Stephanie W. Bergeron ---------------------------- Name: Title: SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT DIVESTED COMPANIES HOLDING COMPANY by /s/ Ronald J Carr ----------------------- Name: Ronald J Carr Title: Vice President, Treasurer and Secretary by /s/ Lee R Watson ----------------------------- Name: Lee R Watson Title: Assistant Secretary SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT DIVESTED LITCHFIELD PARK PROPERTIES INC. by /s/ Ronald J Carr ----------------------- Name: Ronald J Carr Title: Vice President, Treasurer and Secretary by /s/ Lee R Watson ----------------------- Name: Lee R Watson Title: Assistant Secretary SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT GOODYEAR FARMS, INC. as a US GUARANTOR, a US FACILITIES GRANTOR and an ABL FACILITIES GRANTOR by /s/ Stephanie W. Bergeron ---------------------------- Name: Title: SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT GOODYEAR INTERNATIONAL CORPORATION, as a US GUARANTOR, a US FACILITIES GRANTOR and an ABL FACILITIES GRANTOR by /s/ Stephanie W. Bergeron ---------------------------- Name: Title: SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT GOODYEAR WESTERN HEMISPHERE CORPORATION, as a US GUARANTOR by /s/ Stephanie W. Bergeron ---------------------------- Name: Title: SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT THE KELLY-SPRINGFIELD TIRE CORPORATION, as a US GUARANTOR, a US FACILITIES GRANTOR and an ABL FACILITIES GRANTOR by /s/ Stephanie W. Bergeron ---------------------------- Name: Title: SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT WHEEL ASSEMBLIES INC., as a US GUARANTOR by /s/ Stephanie W. Bergeron ---------------------------- Name: Title: SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT WINGFOOT VENTURES EIGHT, INC., as a US GUARANTOR, a US FACILITIES GRANTOR and an ABL FACILITIES GRANTOR by /s/ Stephanie W. Bergeron ---------------------------- Name: Title: SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT GOODYEAR, CANADA INC., in each capacity in which it is required to be a party to the Master Guarantee and Collateral Agreement by /s/ J. S. Coulter ---------------------------- Name: J.S. Coulter Title: Vice President by /s/ D.S. Hamilton ---------------------------- Name: D.S. Hamilton Title: Secretary SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT GOODYEAR DUNLOP TIRES GERMANY GMBH, in each capacity in which it is required to be a party to the Master Guarantee and Collateral Agreement by /s/ Gerhard Grunenwald --------------------------- Name: Gerhard Grunenwald Title: General Manager by /s/ Gottfried Hess ---------------------------- Name: Gottfried Hess Title: General Manager SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT GOODYEAR GMBH & CO. KG, in each capacity in which it is required to be a party to the Master Guarantee and Collateral Agreement by /s/ Gerhard Grunenwald ---------------------------- Name: Gerhard Grunenwald Title: General Manager by /s/ Gottfried Hess ---------------------------- Name: Gottfried Hess Title: General Manager SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT DUNLOP GMBH & CO. KG, in each capacity in which it is required to be a party to the Master Guarantee and Collateral Agreement by /s/ Gerhard Grunenwald ------------------------------ Name: Gerhard Grunenwald Title: General Manager by /s/ Gottfried Hess ------------------------------ Name: Gottfried Hess Title: General Manager SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT RVM REIFEN VERTRIEBSMANAGEMENT GMBH, in each capacity in which it is required to be a party to the Master Guarantee and Collateral Agreement by /s/ Gerhard Grunenwald ------------------------------------- Name: Gerhard Grunenwald Title: General Manager by /s/ Gottfried Hess ------------------------------------ Name: Gottfried Hess Title: General Manager SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT FULDA REIFEN GMBH & CO. KG, in each capacity in which it is required to be a party to the Master Guarantee and Collateral Agreement by /s/ Gerhard Grunenwald ----------------------------------- Name: Gerhard Grunenwald Title: General Manager by /s/ Gottfried Hess ----------------------------------- Name: Gottfried Hess Title: General Manager SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT PNEUMANT REIFEN GMBH & CO. KG, in each capacity in which it is required to be a party to the Master Guarantee and Collateral Agreement by /s/ Gerhard Grunenwald ------------------------------------ Name: Gerhard Grunenwald Title: General Manager by /s/ Gottfried Hess ------------------------------------ Name: Gottfried Hess Title: General Manager SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT HOLERT KONZ GMBH, in each capacity in which it is required to be a party to the Master Guarantee and Collateral Agreement by /s/ Andreas-Hugo Penkert ------------------------------------- Name: Andreas-Hugo Penkert Title: General Manager SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT GOODYEAR DUNLOP TIRES EUROPE B.V., in each capacity in which it is required to be a party to the Master Guarantee and Collateral Agreement by /s/ Errol Scialom ------------------------- Name: Errol Scialom Title: Director by /s/ Phillips Regnault ------------------------- Name: Phillips Regnault Title: Attorney-in-Fact SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT DUNLOP FRANCE S.A., in each capacity in which it is required to be a party to the Master Guarantee and Collateral Agreement by /s/ Errol Scialom ------------------------ Name: Errol Scialom Title: Attorney-in-Fact by /s/ Phillips Regnault ------------------------ Name: Phillips Regnault Title: Attorney-in-Fact SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT GOODYEAR FRANCE S.A., in each capacity in which it is required to be a party to the Master Guarantee and Collateral Agreement by /s/ Errol Scialom --------------------------- Name: Errol Scialom Title: Attorney-in-Fact by /s/ Phillips Regnault ---------------------------- Name: Phillips Regnault Title: Attorney-in-Fact SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT GOODYEAR DUNLOP TYRES UK LTD, in each capacity in which it is required to be a party to the Master Guarantee and Collateral Agreement by /s/ Errol Scialom ------------------------- Name: Errol Scialom Title: Director by /s/ JA Fraser ------------------------- Name: JA Fraser Title: Director SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT DUNLOP TYRES LTD, in each capacity in which it is required to be a party to the Master Guarantee and Collateral Agreement by /s/ Errol Scialom ---------------------- Name: Errol Scialom Title: Director by /s/ JA Fraser ---------------------- Name: JA Fraser Title: Director SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT GOODYEAR FINANCE HOLDINGS S.A., in each capacity in which it is required to be a party to the Master Guarantee and Collateral Agreement by /s/ Phillips Regnault -------------------------- Name: Phillips Regnault Title: Attorney-in-Fact SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: ABN AMRO Bank N.V. by /s/ Neil J. Bivona ------------------------------- Name: Neil J. Bivona Title: Senior Vice President by /s/ David W. Stack -------------------------------- Name: David W. Stack Title: Group Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: Banca Intesa S.p.A., New York Branch by /s/ Frank Maffei -------------------------------- Name: Frank Maffei Title: Vice President by /s/ Massimo Fiore -------------------------------- Name: Massimo Fiore Title: Assistant Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL 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/ Leonardo Valentini ---------------------------- Name: Leonardo Valentini Title: First Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: Bank of America by /s/ Thomas Biaggi ------------------------- Name: Thomas Biaggi Title: Managing Director SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: BANK OF AMERICA, N.A. by /s/ Dan Jelaca -------------------------- Name: Dan Jelaca Title: Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: The Bank of East Asia, Limited, New York Branch by /s/ Jay F. Chen ------------------------ Name: Jay F. Chen Title: Head of Credit by /s/ Peng Wah Tang ------------------------ Name: Peng Wah Tang Title: General Manager SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: The Bank of New York by /s/ John M. Lokay, Jr. ----------------------------- Name: John M. Lokay, Jr. Title: Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: The Bank of Nova Scotia by /s/ N.D. Smith --------------------------- Name: N.D. Smith Title: Agent Operations SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: Bank One, NA by /s/ Gaye C. Plunkett ------------------------------- Name: Gaye C. Plunkett Title: First Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: BANK OF TOKYO-MITSUBISHI TRUST COMPANY by /s/ Spencer Hughes ------------------------- Name: Spencer Hughes Title: Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: BARCLAYS BANK PLC by /s/ Nicholas Bell ----------------------- Name: Nicholas Bell Title: Director SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: Bayerische Hypo-und Veriensbank, AG New York Branch by /s/ Ken Hamilton /s/ Richard Cordover --------------------- ----------------------- Name: Ken Hamilton Name: Richard Cardover Title: Director Title: Director SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT BNP PARIBAS By /s/ Frederick H. Moryl, Jr. -------------------------------- Name: Frederick H. Moryl, Jr. Title: Managing Director By /s/ Peter Labrie -------------------------------- Name: Peter Labrie Title: Central Region Manager SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: The CIT Group/Business Credit, Inc. by /s/ Gary L. Lambo ------------------------ Name: Gary L. Lambo Title: VP SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: CIBC Inc. by /s/ Charles D. Mulkeen ----------------------------- Name: Charles D. Mulkeen Title: Executive Director SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: Citibank, N.A. by /s/ Jonathan A, Calder ------------------------- Name: Jonathan A. Calder Title: V.P. SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: Citicorp USA, Inc. by /s/ James R. Williams ------------------------------ Name: James R. Williams Title: Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT COMMERZEBANK AKTIENGESELLSCHAFT Name of Institution: NEW YORK AND GRAND CAYMAN BRANCHES by /s/ Graham A. Warning ------------------------------ Name: Graham A. Warning Title: Assistant Treasurer by /s/ John Marlatt ------------------------------ Senior Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: Congress Financial Corporation (Central) by /s/ Steven Linderman --------------------------------- Name: Steven Linderman Title: Senior Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: Credit Lyonnais New York Branch by /s/ Guido Van Hauwermeiren --------------------------------- Name: Guido Van Hauwermeiren Title: Senior Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: Credit Suisse First Boston, Cayman Islands Branch by /s/ Mark E. Gleason -------------------------------- Name: Mark E. Gleason Title: Director by /s/ Cassandra Droogan -------------------------------- Name: Cassandra Drogan Title: Associate SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT DEUTSCHE BANK AG, NEW YORK BRANCH by /s/ Michael Dietz ------------------------- Name: Michael Dietz Title: Director by /s/ Hans-Josef Thiele ------------------------- Name: Hans-Josef Thiele Title: Director SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: DRESDNER BANK AG NEW YORK AND GRAND CAYMAN BRANCHES by /s/ Richard J. Sweeney ------------------------------- Name: Richard J. Sweeney Title: Vice President by /s/ Sanjeev Malhotra ------------------------------- Name: Sanjeev Malhotra Title: Associate SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: Fifth Third Bank by /s/ Martin H. McGinty ----------------------------- Name: Martin H. McGinty Title: Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: Fleet Capital Corp. by /s/ Allen R. Juleus ------------------------------ Name: Allen R. Juleus Title: Senior Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: Foothill Capital Corporation by /s/ Rina Shinoda ------------------------------ Name: Rina Shinoda Title: Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: General Electric Capital Corporation by /s/ Donald J. Cavanagh ---------------------------------------- Name: Donald J. Cavanagh Title: Duly Authorized Signatory SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: GMAC Commercial Finance LLC by /s/ W. Wakefield Smith --------------------------------- Name: W. Wakefield Smith Title: Director SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: IKB Capital Corporation by /s/Wolfgang Boeker ------------------------------- Name: Wolfgang Boeker Title: Senior Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: ING Capital LLC by /s/ M. Densel Fulton ----------------------------- Name: M. Densel Fulton Title: Director SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: JPMorgan Chase Bank by /s/ B. Joseph Lillis --------------------------------- Name: B. Joseph Lillis Title: Managing Director SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: KBC Bank N.V. by /s/ Rik Scheerlinck by /s/ William Cavanaugh ---------------------- --------------------- Name: Rik Scheerlinck Name: William Cavanaugh Title: Sr. Vice President & Title: Vice President General Manager SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: KeyBank, National Association by /s/ W. Robert Perkins ------------------------------------ Name: W. Robert Perkins Title: Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: National City Bank by /s/ Robert S. Coleman --------------------------------- Name: Robert S. Coleman Title: Senior Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: Mizuho Corp. Bank Ltd., NY Branch by /s/ Robert P. Gallagher, Jr. ----------------------------------- Name: Robert P. Gallagher, Jr. Title: VP & Team Leader SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: National City Commercial Finance, Inc. by /s/ Carla L. Kehres ---------------------------------- Name: Carla L. Kehres Title: Senior Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: Natexis Banques Populaires by /s/ Nicolas Regent ---------------------------------- Name: Nicolas Regent Title: Vice President Multinational Group by /s/ Pieter J. von Tulder ---------------------------------- Name: Pieter J. von Tulder Title: Vice President and Manager Multinational Group SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: The Northern Trust Company by /s/ Craig Smith --------------------------- Name: Craig Smith Title: Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: ORIX Financial Services, Inc. by /s/ Frank J Plank ----------------------------------- Name: Frank J Plank Title: President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: Royal Bank of Canada by /s/ Scott Umbs ------------------- Name: Scott Umbs Title: Manager SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: SOCIETE GENERALE by /s/ Anne-Marie Dumortier ------------------------------- Name: Anne-Marie Dumortier Title: Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: STANDARD CHARTERED BANK by /s/ Neil McCauley -------------------------------- Name: Neil McCauley Title: Executive Vice President by /s/ Marc Chait --------------------------------- Name: Marc Chait Title: Senior Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: State of California Public Employees' Retirement System by /s/ Thomas McDonagh ---------------------------- Name: Thomas McDonagh Title: Portfolio Manager SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: SUMITOMO MITSUI BANKING CORPORATION by /s/ Leo E. Pagarigan ------------------------------------ Name: Leo E. Pagarigan Title: Senior Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: TAIPEIBANK, NEW YORK AGENCY by /s/ Sophia Jing ------------------------ Name: Sophia Jing Title: Vice President & General Manager SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: UFJ Bank Limited by /s/ Russell Bohner -------------------------- Name: Russell Bohner Title: Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: UPS Capital Corporation by /s/ Charles G. Johnson ----------------------------------- Name: Charles G. Johnson Title: Senior Vice President SIGNATURE PAGE TO THE MASTER GUARANTEE AND COLLATERAL AGREEMENT AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE AND RUBBER COMPANY IDENTIFIED AS GRANTORS AND GUARANTORS THEREIN, THE LENDERS AND JPMORGAN CHASE BANK, AS COLLATERAL AGENT Name of Institution: WACHOVIA BANK, NATIONAL ASSOCIATION by /s/ Tom Bohrer -------------------- Name: Tom Bohrer Title: Director EX-10.1 8 l00387aexv10w1.txt EX-10.1 AGREEMENT DATED 3-3-03 EXHIBIT 10.1 AGREEMENT THIS AGREEMENT dated as of March 3, 2003 between Sumitomo Rubber Industries, Ltd., a company organised under the laws of Japan, having its principal office at 6-9, 3-Chome, Wakinohama-cho, Chuo-ku, Kobe 651-0072, Japan ("SUMITOMO") and The Goodyear Tire & Rubber Company, a company organised under the laws of the State of Ohio, United States of America, having its principal office at 1144 East Market Street, Akron, Ohio 44316-0001, United States of America ("GY"). WITNESSETH WHEREAS after discussion of the furtherance and promotion of the Alliance, Sumitomo (for itself and its Affiliates controlled by it, collectively "SRI") has agreed with GY (for itself and its Affiliates controlled by it, collectively "GOODYEAR") to give certain consents and waivers; and WHEREAS Sumitomo and GY have agreed certain other matters. NOW THEREFORE IT IS AGREED AS FOLLOWS 1. SRI CONSENTS AND WAIVERS Notwithstanding any other provisions of the Alliance Agreements and subject to the terms and conditions of this Agreement, Sumitomo hereby agrees and consents to the following actions and matters (it being understood that this Agreement is not, and is not intended to constitute, an acknowledgment by GY that each of the actions described below in this article 1 necessarily requires the prior agreement or consent of Sumitomo): (a) Notwithstanding article 4.05(b) of the Umbrella Agreement, SRI hereby permits the disclosure by Goodyear of (i) confidential financial and other information relating to the Europe JVC and the North America JVC and (ii) information concerning the related Alliance Agreements (collectively "INFORMATION") to any of Goodyear's existing or proposed lenders, their affiliates and their respective officers, directors, employees, agents and advisers ("PERMITTED PERSONS") provided that: (i) Goodyear may only disclose Information to the Permitted Persons to the extent such disclosure is necessary or advisable to enable the restructuring of Goodyear's banking facilities; (ii) Goodyear shall require by appropriate confidentiality agreements that the Permitted Persons will at all times keep the disclosed Information confidential, and will not (unless required by applicable law or regulatory authority) disclose such Information to any other person; (iii) Goodyear shall require by appropriate confidentiality agreements that the disclosed Information will only be used by the Permitted Persons in connection with the restructuring of Goodyear's banking facilities and will not be used for any other purpose; and (iv) the restrictions contained in this article 1(a)(i), (ii) and (iii) shall not apply to any information, knowledge or data which (a) is or becomes generally available to the public other than as a result of a disclosure by a Permitted Person, (b) was rightfully available to a Permitted Person on a confidential basis prior to its disclosure to the Permitted Person or (c) becomes rightfully available to a Permitted Person on a non-confidential basis. (b) Goodyear may cause the Europe JVC and its Affiliates controlled by it to mortgage their assets and pledge any shares they hold and provide guarantees to support borrowings by the Europe JVC and such Affiliates of up to USD750 million by such Affiliates from banks, capital markets or as a result of long-term financial lease obligations in connection with the restructuring of the Europe JVC's credit facilities (including the refinancing of the capital lease and term loan aggregating USD98 million). Therefore, the maximum amount of new borrowing by the Europe JVC and such Affiliates as described herein would be USD650 million. (c) The Affiliates controlled by the Europe JVC are authorised to adjust the payment terms on which they pay for raw materials, semi-processed materials and finished goods from Goodyear or SRI to cash instead of payment in a specified number of days, provided that: (i) the price payable for such raw materials, semi-processed materials and finished goods shall be discounted by a sum which is, in the aggregate, at least equal to the funding cost to the Europe JVC and its Affiliates controlled by it of financing such adjustment; (ii) GY shall, upon request by Sumitomo from time to time, provide Sumitomo with sufficient information to demonstrate compliance with sub-paragraph (i) above. (d) The Affiliates controlled by the Europe JVC are authorised to accelerate the payment of fees for calendar year 2003 in accordance with the applicable provisions of the Technology License Agreements between each of such Affiliates and GY and Sumitomo, provided that: (i) the amount of such fees shall be discounted by a sum which is, in the aggregate, at least equal to the funding cost to the Europe JVC and its Affiliates controlled by it of financing such acceleration; (ii) GY shall, upon request by Sumitomo from time to time, provide Sumitomo with sufficient information to demonstrate compliance with sub-paragraph (i) above. (e) The Europe JVC is authorised to pay a distribution from retained earnings of up to the Euro equivalent of USD60.6 million to the shareholders of such company. (f) The Europe JVC is authorised to acquire all of the shares in Sava Joint Venture Holding d.o.o. ("SAVA") for cash at Fair Value (as determined in accordance with article 3(b)(i) below): and Sumitomo, whilst not acknowledging that such acquisition is necessarily a "Strategic Investment" (within the meaning of the Alliance Agreements), nevertheless waives any exit right arising under article 17.01(e) of the Umbrella Agreement as a result of such acquisition. (g) Goodyear shall cause Goodyear Finance Holdings S.A. to place any temporary loans or advances to or from any Affiliate controlled by the Europe JVC through the financial accounts of the Europe JVC, causing a netting of all such advances and loans. (h) Sumitomo gives its consent to allow Goodyear to pledge or assign any or all of its rights or title in the Goodyear North American Trademarks to its lenders in connection with the restructuring of Goodyear's credit facilities, such pledge or assignment being subject to the rights of the Licensee (North America JVC) continuing otherwise under the terms and conditions of the applicable Trademark License Agreement(s). For the avoidance of doubt, Goodyear North American Trademarks do not include any SRI North American Trademarks (e.g. Dunlop, Remington, Centennial, etc). The consents of Sumitomo set out in this Article 1 are given conditionally upon GY's delivering to Sumitomo no later than March 31, 2003 (1) a copy of a commitment letter written on behalf of the agent banks engaged in Goodyear's restructuring and (2) Goodyear's three-year business plan. 2. GY REPRESENTATIONS AND WARRANTIES GY represents and warrants to Sumitomo that, to the best of GY's knowledge and belief: (a) the Fair Value of all the shares in Sava, when acquired by the Europe JVC, will not be greater than 20 per cent of the fair value of the "total assets" (as referred to in Article 3.6(xv) of the Shareholders Agreement for the Europe JVC, "EUROPE SHAREHOLDERS AGREEMENT") of the Europe JVC and its Affiliates controlled by it; (b) borrowings by the Europe JVC and its Affiliates controlled by it will not exceed 40 per cent of the sum of the Europe JVC's consolidated debt and consolidated shareholders' equity (as defined in Article 6.2 of the Europe Shareholders Agreement). 3. ACTIONS BY GY (a) GY and Sumitomo will use all reasonable endeavours to ensure that the distribution referred to in article 1(e) above will be paid no later than June 30, 2003. (b) (i) The "Fair Value" of the shares in Sava shall be the fair market value (or the mid-point within a range of fair market values) of (A) the 80 per cent of those shares currently owned by Goodyear and (B) the remaining 20 per cent of those shares to be acquired by Goodyear, both as determined (at GY's cost) by Lazard Freres & Co. LLC (GY warranting that such firm has not received any material compensation from Goodyear in the past two years) or, if such firm does not accept appointment, an investment bank of recognized international standing nominated by GY and approved by Sumitomo (such approval not to be unreasonably withheld or delayed), provided that such investment bank shall not have received any material compensation from Goodyear or SRI in the past two years. (ii) GY shall use all reasonable endeavours to ensure that the said 80 per cent of the shares in Sava are transferred to the Europe JVC (or an Affiliate controlled by it) no later than June 30, 2003 and that the remaining 20 per cent of those shares are so transferred no later than June 30, 2004. (iii) Any acquisition by the Europe JVC (or an Affiliate controlled by it) of shares in Sava shall be on terms and conditions (including as to warranties and indemnities) usual and reasonable in the circumstances. 4. MODIFICATIONS OF THE ALLIANCE AGREEMENTS GY and Sumitomo agree that the relevant Alliance Agreements shall be modified and supplemented to provide for the following: (a) (i) target market share (passenger car and light truck) for Dunlop brand tires sold by the Europe JVC to automotive OEMs in Europe by 2006 to be set at a percentage figure to be agreed by GY and Sumitomo (but not less than 2002 market shares), and in any five year period thereafter to be maintained at or above an annual average equal to the agreed percentage figure; (ii) target market share (passenger car and light truck) for Dunlop brand replacement tires sold by the Europe JVC in Europe by 2006 to be set at a percentage figure to be agreed by GY and Sumitomo (but not less than 2002 market shares), and in any five year period thereafter to be maintained at or above an annual average equal to the agreed percentage figure; (b) (i) target market share (passenger car and light truck) for Dunlop brand tires sold by Goodyear (including the North America JVC) to automotive OEMs in North America by 2006 to be set at a percentage figure to be agreed by GY and Sumitomo (but not less than 2002 market shares), and in any five year period thereafter to be maintained at or above an annual average equal to the agreed percentage figure; (ii) target market share (passenger car and light truck) for Dunlop brand replacement tires sold by the North America JVC in North America by 2006 to be set at a percentage figure to be agreed by GY and Sumitomo (but not less than 2002 market shares), and in any five year period thereafter to be maintained at or above an annual average equal to the agreed percentage figure; (c) subject to agreeing such matters (if any) as may be reasonably necessary to address any risks under applicable law and regulations, Sumitomo non-compete covenants in the Alliance Agreements to be modified so as to exclude from the scope of those covenants sales of tires under the "Ohtsu" or "Falken" brands (it being acknowledged that, in Europe, distribution of the "Ohtsu" and "Falken" brands is covered by the existing distribution agreement with the Europe JVC); (d) the Europe Shareholders Agreement and North America Operating Agreement (and the relevant constitutional documents) to be modified to provide that (in addition and without prejudice to Sumitomo's existing rights) each of the Europe JVC and the North America JVC shall consult Sumitomo in good time before taking any material Court proceedings; (e) the articles of association of the Europe JVC to be modified to include, so far as permitted by law, all the prohibitions listed in article 3.6 of the Europe Shareholders Agreement. (f) the Alliance Agreements relating to all joint venture companies in Europe, North America and Japan to be modified to provide (in relation to any shares currently held by an Affiliate controlled by GY or Sumitomo) that, prior to any such Affiliate ceasing to be so controlled, it shall transfer those shares to GY (or another Affiliate controlled by it) or Sumitomo (or another Affiliate controlled by it), as the case may require. The modifications contemplated by this Article 4 shall be negotiated by GY and Sumitomo in good faith with a view to having executed all necessary documentation in relation thereto no later than June 30, 2003. 5. OTHER MATTERS REGARDING THE ALLIANCE (a) GY and Sumitomo agree that they shall, not later than June 30, 2003, meet to initiate discussions in good faith as to how the parties might establish formal arrangements in Asia, in compliance with all applicable laws and regulations, (i) to provide for joint ownership of manufacturing and /or distribution facilities in Asia (other than Thailand and Japan), (ii) to provide to Sumitomo responsibility with respect to the relationships with Japan-origin OEMs in Asia (having in mind, among other things, Article XI of the Umbrella Agreement); and (iii) in connection with such other matters with respect to the co-operation of parties in Asia as the parties shall deem appropriate. (b) GY and Sumitomo agree that they shall, not later than June 30, 2003, meet to initiate discussions in good faith with a view to agreeing the exchange between Goodyear and SRI of Non-Commercialized Technology on the same basis (or as near as may be) as Commercialized Technology. 6. GOODYEAR'S RESTRUCTURING, FINANCIAL INFORMATION ETC (a) GY will, for so long as borrowings are outstanding under the credit facilities referred to in article 1(b) above: (i) provide to Sumitomo at monthly intervals (A) a set of relevant indicators (including, without limitation, equivalent financial information to that supplied to Goodyear's banks) showing Goodyear's ongoing actual performance against its risk-adjusted financing plan and (B) information on any material developments in Goodyear's restructuring of its credit facilities; (ii) meet Sumitomo at quarterly intervals for the purpose of a quarterly review of Goodyear's financial condition, operating results and current projections: it being agreed that all such information provided under this Article 6(a) shall be subject to the Confidentiality Agreement (as supplemented) referred to in article 6(c) below. (b) GY will provide copies of agreements covering the credit facilities referred to in Article 1(b) above. (c) GY agrees that the following shall be considered "DESIGNATED INDIVIDUALS" for the purpose of the Confidentiality Agreement between GY and Sumitomo dated January 19, 2003 (as supplemented by letters dated February 17 and 22, 2003); (i) such Sumitomo personnel who, in the opinion of Mr. Saito or Mr. Asai, need to know the Proprietary Information (as defined in the Confidentiality Agreement) for the purpose of evaluating the Proposed Transactions (as so defined); (ii) any Clifford Chance personnel who, in the opinion of Barry Thomas of that firm, need to know the Proprietary Information for the purpose of evaluating the Proposed Transactions; (iii) any Shearman & Sterling personnel who, in the opinion of Alfred Ross of that firm, need to know the Proprietary Information for the purpose of evaluating the Proposed Transactions; and (iv) Robin Budenberg of UBS Warburg and any UBS Warburg personnel who, in the opinion of Mr. Budenberg, need to know the Proprietary Information for the purpose of evaluating the Proposed Transactions provided that GY and UBS Warburg shall have entered into such confidentiality agreement as may be reasonably necessary to enable GY to comply with applicable United States securities laws. 7. GENERAL (a) Unless otherwise defined herein, all capitalised terms shall have the same meanings as used in the Umbrella Agreement dated as of June 14, 1999 between GY and Sumitomo (the "UMBRELLA AGREEMENT") or the other Alliance Agreements. (b) The provisions of Article XVIII of the Umbrella Agreement are hereby incorporated into and made a part of this Agreement by this reference, and this Agreement shall be governed as if it is one of the agreements governed by such provisions of Article XVIII. IN WITNESS WHEREOF, the undersigned hereto have caused this Agreement to be duly executed as of March 3, 2003. SUMITOMO RUBBER INDUSTRIES, LTD. By: /s/ Ryochi Sawada ------------------------------------- Name: Ryochi Sawada Title: Representative Director and Executive Director Attest: /s/ Shinya Aoyama --------------------------------- Name: Shinya Aoyama Title: General Manager Overseas Business Development Department THE GOODYEAR TIRE & RUBBER COMPANY By: /s/ Clark E. Sprang ------------------------------------- Name: Clark E. Sprang Title: Senior Vice President Business Development and Integration Attest: /s/ Anthony E. Miller --------------------------------- Name: Anthony E. Miller Title: Assistant Secretary EX-12 9 l00387aexv12.htm EX-12 COMPUTATION OF RATIO OF EARNINGS

EXHIBIT 12

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Dollars in millions)

		3 MONTHS
		ENDED			TWELVE MONTHS ENDED
		MARCH 31,			DECEMBER 31,
		2003			2002			2001			2000		1999		1998
EARNINGS
Income (loss) from continuing operations before income taxes		$	(135.0	)	$	(17.9	)	$	(273.0	)	$	58.8	$	300.1	$	930.4
Add:
Amortization of previously capitalized interest			2.7			10.2			9.8			9.7		11.0		10.7
Minority interest in net income of consolidated subsidiaries with fixed charges			10.7			58.3			26.7			45.6		42.9		33.6
Proportionate share of fixed charges of investees accounted for by the equity method			1.6			4.1			3.1			5.7		5.5		4.8
Proportionate share of net loss of investees accounted for by the equity method			3.3			11.7			44.6			28.4		0.3		—
	Total additions		18.3			84.3			84.2			89.4		59.7		49.1
Deduct:
Capitalized interest			1.9			7.5			6.4			12.0		11.8		6.6
Minority interest in net loss of consolidated subsidiaries			—			5.2			19.5			8.3		4.2		2.9
Undistributed proportionate share of net income of investees accounted for by the equity method			—			1.3			1.1			4.3		2.2		—
	Total deductions		1.9			14.0			27.0			24.6		18.2		9.5
TOTAL EARNINGS		$	(118.6	)	$	52.4		$	(215.8	)	$	123.6	$	341.6	$	970.0
FIXED CHARGES
Interest expense		$	57.8		$	241.3		$	292.4		$	282.6	$	179.4	$	147.8
Capitalized interest			1.9			7.5			6.4			12.0		11.8		6.6
Amortization of debt discount, premium or expense			2.1			8.8			7.1			1.5		0.7		1.2
Interest portion of rental expense			18.9			75.3			73.6			73.5		62.1		57.7
Proportionate share of fixed charges of investees accounted for by the equity method			1.6			4.1			3.1			5.7		5.5		4.8
TOTAL FIXED CHARGES		$	82.3		$	337.0		$	382.6		$	375.3	$	259.5	$	218.1
TOTAL EARNINGS BEFORE FIXED CHARGES		$	(36.3	)	$	389.4		$	166.8		$	498.9	$	601.1	$	1,188.1
RATIO OF EARNINGS TO FIXED CHARGES			*			1.16			**			1.33		2.32		5.45

*Earnings for the three months ended March 31, 2003 were inadequate to cover fixed charges. The coverage deficiency was $118.6 million.

**Earnings for the year ended December 31, 2001 were inadequate to cover fixed charges. The coverage deficiency was $215.8 million.

EX-99.1 10 l00387aexv99w1.htm EX-99.1 906 CERTIFICATIONS

Exhibit 99.1

CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

     Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), each of the undersigned officers of The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), hereby certifies with respect to the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2003 as filed with the Securities and Exchange Commission (the “10-Q Report”) that to his knowledge:

(1) the 10-Q Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 30, 2003 /s/ Robert J. Keegan,
Robert J. Keegan,
President and Chief Executive Officer
of
The Goodyear Tire & Rubber Company

  

Dated: April 30, 2003 /s/ Robert W. Tieken,
Robert W. Tieken,
Executive Vice President and Chief Financial Officer
of
The Goodyear Tire & Rubber Company

A signed original of this written statement required by Section 906 has been provided to The Goodyear Tire & Rubber Company and will be retained by The Goodyear Tire & Rubber Company and furnished to the Securities and Exchange Commission or its staff upon request.

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,E9B,EAN>I(M(F!^I^RY?105Z@7QS=1L3.7:'GHUF'VB-=VIS&GN47\"\ MIZ+P^TA:&E-+3'!^=I>1A!X36)&";I9^&V-^9GEPH6JP M[N/K]SWQ'Y2:]Q7W9/<)&JQMJ&IKB09_TWS>:_+H9$WAF@56"488(#JL]J-!V]_;K`?>'\@.8][L5IX@%HY28L+0;]R4&^[C[ M]J1U!:>QBXN:PKXX[1O7JL.LM&>8>6]V<'0?;9^'?!J$@X-^4YWVN?L)'O>M M]^,%E?O,!PYYG?DQF_N`F/>!D0;WG93\=8T'?9GX5I7W7ID(^VZ,^'.3]Q"+ M"1Z@0WD7_PP)]PT+C`P.^(@4]_D5+GJ)I0IE;F1S=')E86T-96YD;V)J#3$V M,2`P(&]B:@T\/"`-+U1Y<&4@+U!A9V5S(`TO2VED7!E("]086=E7!E("]086=E7!E("]086=E')E9@TP(#$W.2`- M,#`P,#`P,#`P,"`V-34S-2!F#0HP,#`P,#(W.#4V(#`P,#`P(&X-"C`P,#`P M,C@P,3`@,#`P,#`@;@T*,#`P,#`R.#$R-B`P,#`P,"!N#0HP,#`P,#0R-CF4@,3 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.1

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

                        $750,000,000 AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT

                                   dated as of

                                 March 31, 2003

                                      among

                       THE GOODYEAR TIRE & RUBBER COMPANY,
                                  as Borrower,

                            The Lenders Party Hereto,

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                          J.P. MORGAN SECURITIES INC.,

                    as Sole Bookrunner and Sole Lead Arranger

                                                                [CS&M #6701-315]



                                TABLE OF CONTENTS



                                                                                                Page
                                                                                                ----
                                                                                             
ARTICLE I
 SECTION 1.01.  Defined Terms..................................................................   5
 SECTION 1.02.  Foreign Currency Translation...................................................  24
 SECTION 1.03.  Terms Generally................................................................  24
 SECTION 1.04.  Accounting Terms; GAAP.........................................................  25
ARTICLE II
 SECTION 2.01.  Commitments....................................................................  26
 SECTION 2.02.  Loans and Borrowings...........................................................  26
 SECTION 2.03.  Requests for Revolving Borrowings..............................................  26
 SECTION 2.04.  Letters of Credit..............................................................  27
 SECTION 2.05.  Funding of Borrowings..........................................................  32
 SECTION 2.06.  Interest Elections.............................................................  32
 SECTION 2.07.  Termination of Commitments; Reductions of Commitments..........................  34
 SECTION 2.08.  Repayment of Loans; Evidence of Debt...........................................  34
 SECTION 2.09.  Prepayment of Loans............................................................  35
 SECTION 2.10.  Fees...........................................................................  35
 SECTION 2.11.  Interest.......................................................................  36
 SECTION 2.12.  Alternate Rate of Interest.....................................................  37
 SECTION 2.13.  Increased Costs................................................................  38
 SECTION 2.14.  Break Funding Payments.........................................................  39
 SECTION 2.15.  Taxes..........................................................................  39
 SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing of Setoffs.....................  40
 SECTION 2.17.  Mitigation Obligations; Replacement of Lenders.................................  42
ARTICLE III
 SECTION 3.01.  Organization; Powers...........................................................  43
 SECTION 3.02.  Authorization; Enforceability..................................................  43
 SECTION 3.03.  Governmental Approvals; No Conflicts...........................................  44
 SECTION 3.04.  Financial Statements; No Material Adverse Change...............................  44
 Litigation and Environmental Matters..........................................................  44
 SECTION 3.06.  Compliance with Laws and Agreements............................................  45
 SECTION 3.07.  Investment and Holding Company Status..........................................  45
 SECTION 3.08..................................................................................  45
 ERISA.........................................................................................  45
 SECTION 3.09.  Disclosure.....................................................................  45
 SECTION 3.10..................................................................................  45
 Security Interests............................................................................  45
 SECTION 3.11.  Use of Proceeds and Letters of Credit..........................................  46
ARTICLE IV
 SECTION 4.01.  Effective Date.................................................................  47
 SECTION 4.02.  Each Credit Event..............................................................  49
ARTICLE V
 SECTION 5.01.  Financial Statements and Other Information.....................................  50


                                       2



                                                                                              
 SECTION 5.02.  Notices of Defaults............................................................  52
 SECTION 5.03.  Existence; Conduct of Business.................................................  52
 SECTION 5.04..................................................................................  52
 Maintenance of Properties.....................................................................  52
 SECTION 5.05.  Books and Records; Inspection and Audit Rights.................................  52
 SECTION 5.06.  Compliance with Laws...........................................................  52
 SECTION 5.07..................................................................................  52
 Insurance.....................................................................................  52
 SECTION 5.08..................................................................................  53
 Guarantees and Collateral.....................................................................  53
ARTICLE VI
 SECTION 6.01.  Indebtedness...................................................................  55
 SECTION 6.03.  Sale and Leaseback Transactions................................................  59
 SECTION 6.06.  Asset Dispositions.............................................................  62
 SECTION 6.07..................................................................................  63
 Restricted Payments...........................................................................  63
 SECTION 6.08.  Capital Expenditures...........................................................  64
 SECTION 6.09..................................................................................  64
 Interest Expense Coverage Ratio...............................................................  64
 SECTION 6.10.  Consolidated Net Worth.........................................................  64
 SECTION 6.11..................................................................................  65
 Senior Secured Debt Ratio.....................................................................  65
ARTICLE VII
ARTICLE VIII
ARTICLE IX
 SECTION 9.01.  Notices........................................................................  70
 SECTION 9.02.  Waivers; Amendments............................................................  70
 SECTION 9.03.  Expenses; Indemnity; Damage Waiver.............................................  72
 SECTION 9.04.  Successors and Assigns.........................................................  73
 SECTION 9.05.  Survival.......................................................................  77
 SECTION 9.06.  Counterparts; Integration; Effectiveness.......................................  77
 SECTION 9.07.  Severability...................................................................  77
 SECTION 9.08.  Right of Setoff................................................................  77
 SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process.....................  78
 SECTION 9.10.  WAIVER OF JURY TRIAL...........................................................  78
 SECTION 9.11.  Headings.......................................................................  79
 SECTION 9.12.  Confidentiality................................................................  79
 SECTION 9.13..................................................................................  80
 Interest Rate Limitation......................................................................  80
 Security Documents............................................................................  80
SECTION 9.14.  Security Documents..............................................................  59



                                       3



SCHEDULES:

Schedule 1.01A-- Consent Subsidiaries
Schedule 1.01B-- Mortgaged Property
Schedule 2.01 -- Commitments
Schedule 2.04 -- Existing Letters of Credit
Schedule 3.10 -- Material Intellectual Property
Schedule 6.01 -- Existing Indebtedness
Schedule 6.02 -- Existing Liens
Schedule 6.06 -- Asset Dispositions

EXHIBITS:

Exhibit A   --    Form of Borrowing Request
Exhibit B   --    Form of Interest Election Request
Exhibit C   --    Form of Promissory Note
Exhibit D   --    Form of Assignment and Assumption
Exhibit E-1 --    Form of Opinion of Borrower's Outside Counsel
Exhibit E-1 --    Form of Opinion of Borrower's General Counsel
Exhibit F   --    Form of Master Guarantee and Collateral Agreement

                                       4



                                    AMENDED AND RESTATED REVOLVING CREDIT
                           AGREEMENT dated as of March 31, 2003, among THE
                           GOODYEAR TIRE & RUBBER COMPANY; the LENDERS party
                           hereto; and JPMORGAN CHASE BANK, as Administrative
                           Agent.

                  The Borrower, certain Lenders and the Administrative Agent are
parties to an Amended and Restated Five-Year Revolving Credit Agreement dated as
of August 13, 2002 (as amended to the date hereof, the "Existing Credit
Agreement"). As part of a refinancing and restructuring of certain bank credit
and receivables securitization facilities of the Borrower and its Subsidiaries
(the "Refinancing"), 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 defined in the Existing Credit
Agreement) 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 revolving basis on and after the date hereof and at any time and from time to
time prior to the Maturity Date a principal amount not in excess of $750,000,000
at any time outstanding and (b) to obtain Letters of Credit in an aggregate
stated amount not in excess of $600,000,000 at any time. The Lenders are willing
to extend such credit to the Borrower on the terms and subject to the conditions
herein set forth. The proceeds of the Loans will be used for general corporate
purposes of the Borrower and the Subsidiaries. Letters of Credit will be used
for general corporate purposes of the Borrower and the Subsidiaries.

                  Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

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

                  "ABL Facilities Agreement" means the $1,300,000,000 Term Loan
and Revolving Credit Agreement dated as of the date hereof among the Borrower,
certain lenders, JPMCB, as administrative agent, Citicorp USA, Inc., as
syndication agent, and Bank of America, N.A. and CIT Financial Group, as
documentation agents.

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                                       5



                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Agent" means JPMCB, in its capacity as
administrative agent for the Lenders hereunder, and its successors in such
capacity.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

                  "Agents" means the Administrative Agent and the Collateral
Agent.

                  "Alternate Base Rate" means, for any day, a rate per annum
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%. Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

                  "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

                  "Approved Fund" means (a) with respect to any Lender, a CLO
managed by such Lender or by an Affiliate of such Lender and (b) with respect to
any Lender that is a fund which invests in bank loans and similar extensions of
credit, any other fund that invests in bank loans and similar extensions of
credit and is managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

                  "Arranger" means J.P. Morgan Securities Inc., as Sole
Bookrunner and Sole Lead Arranger for the credit facilities established by this
Agreement.

                  "Assignment and Assumption" means an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit D or any other form approved by the Administrative Agent.

                  "Attributable Debt" means, with respect to any Sale and
Leaseback Transaction, the present value (computed in accordance with GAAP and,
in the case of a Sale and Leaseback Transaction that does not result in Capital
Lease Obligations, as if the obligations incurred in connection with such Sale
and Leaseback Transaction were

                                       6



Capital Lease Obligations) of the total obligations of the lessee for rental
payments during the remaining term of the lease included in such Sale and
Leaseback Transaction (including any period for which such lease has been
extended). In the case of any lease which is terminable by the lessee upon
payment of a penalty, the Attributable Debt shall be the lesser of (i) the
Attributable Debt determined assuming termination upon the first date such lease
may be terminated (in which case the Attributable Debt shall also include the
amount of the penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be so
terminated) and (ii) the Attributable Debt determined assuming no such
termination.

                  "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of (a) the Maturity Date and (b) the
date of termination of the Commitments.

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

                  "Borrower" means The Goodyear Tire & Rubber Company, an Ohio
corporation.

                  "Borrowing" means Loans of the same Type, made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which a
single Interest Period is in effect.

                  "Borrowing Request" means a request by the Borrower for a
Borrowing in accordance with Section 2.03 in substantially the form of Exhibit A
hereto.

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

                  "Capital Expenditures" means, for any period, (a) the
additions to property, plant and equipment and other capital expenditures of the
Borrower and the Subsidiaries that are (or would be) set forth in a statement of
cash flows of the Borrower and its Consolidated Subsidiaries for such period
prepared in accordance with GAAP, excluding capitalized software expenses, and
(b) Capital Lease Obligations incurred by the Borrower and its Consolidated
Subsidiaries during such period (other than any such Capital Lease Obligations
that shall relate to assets acquired in transactions reflected in Capital
Expenditures for any earlier period). For purposes of this definition, (i) the
purchase price of equipment or other fixed assets that are purchased
simultaneously with the trade-in of existing assets or with insurance proceeds
shall be included in Capital Expenditures only to the extent of the gross amount
by which such purchase price exceeds the credit granted by the seller of such
assets for the assets being traded in at such time or the amount of such
insurance proceeds, as the case may be, and (ii) acquisitions permitted by
Section 6.05(e) shall be excluded.

                                       7



                  "Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                  "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934, as amended, and the
rules of the United States Securities and Exchange Commission thereunder as in
effect on the date hereof), of Equity Interests representing more than 50% of
the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower; or (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Borrower by Persons
who were neither (i) directors on the date hereof or nominated by the board of
directors of the Borrower nor (ii) appointed by directors so nominated.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
any Issuing Bank (or, for purposes of Section 2.13(b), by any lending office of
such Lender or by such Lender's or such Issuing Bank's holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this
Agreement.

                  "CLO" means any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Lender or an Affiliate of
such Lender.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "Collateral" means that portion of the "Collateral", as
defined in the Guarantee and Collateral Agreement, that secures the Obligations.

                  "Collateral Agent" means JPMCB, in its capacity as collateral
agent for the Lenders under the Guarantee and Collateral Agreement and the other
Security Documents.

                  "Commitment" means, with respect to each Lender, the
commitment of such Lender to make Loans and to acquire participations in Letters
of Credit hereunder, expressed as an amount representing the maximum permitted
aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such
commitment may be (a) reduced or increased from time to time pursuant to Section
2.07 and (b) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 9.04. The

                                       8



initial amount of each Lender's Commitment is set forth on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender shall have assumed
its Commitment, as applicable. The initial aggregate amount of the Lenders'
Commitments is $750,000,000.

                  "Consent Subsidiary" means (a) any Subsidiary listed on Part I
or Part II of Schedule 1.01A and (b) any Subsidiary not on Schedule 1.01A or
formed or acquired after the Effective Date in respect of which (A) the consent
of any Person other than the Borrower or any Wholly Owned Subsidiary is required
by applicable law or the terms of any organizational document of such Subsidiary
or other agreement of such Subsidiary or any Affiliate of such Subsidiary in
order for such Subsidiary to execute the Guarantee and Collateral Agreement as a
US Facilities Grantor or a US Guarantor and perform its obligations thereunder,
or in order for Equity Interests of such Subsidiary to be pledged under the
Security Documents, as the case may be, and (B) the Borrower endeavored in good
faith to obtain such consents and such consents shall not have been obtained.
Notwithstanding the foregoing, no Subsidiary shall be a Consent Subsidiary at
any time that it is a guarantor of, or has provided any collateral to secure,
Indebtedness for borrowed money of the Borrower, and any Consent Subsidiary
(including a Consent Subsidiary listed in Part I or Part II of Schedule 1.01A)
that at any time ceases to meet the test set forth in clause (A) shall cease to
be a Consent Subsidiary.

                  "Consolidated EBITDA" means, for any period, Consolidated Net
Income for such period plus (a) without duplication and to the extent deducted
in determining such Consolidated Net Income, the sum of (i) Consolidated
Interest Expense for such period, (ii) income tax expense for such period, (iii)
all amounts attributable to depreciation and amortization for such period, (iv)
all non-cash non-recurring charges for such period, (v) all Rationalization
Charges for such period, (vi) other expense for such period, (vii) equity in
losses of affiliates for such period, (viii) foreign exchange currency losses
for such period and (ix) minority interest in net income of subsidiaries for
such period, minus (b) without duplication, to the extent included in
determining such Consolidated Net Income (except with respect to (ii) and (iii)
below), (i) any non-cash extraordinary gains for such period, (ii) cash
expenditures (other than Rationalization Charges) during such period in respect
of items that resulted in non-cash non-recurring charges during any prior period
after the date hereof, (iii) Excess Cash Rationalization Charges, (iv) other
income for such period, (v) equity in earnings of affiliates for such period,
(vi) foreign exchange currency gains for such period and (vii) minority interest
in net losses of subsidiaries for such period, all determined on a consolidated
basis in accordance with GAAP. Each item referred to in this definition and not
defined elsewhere in this Agreement will be computed by a method consistent with
that used in preparing the financial statements referred to in Section 3.04.

                  "Consolidated Interest Expense" means, for any period, the sum
of, without duplication, (a) the consolidated interest expense (including
imputed interest expense in respect of Capital Lease Obligations and excluding
fees and other origination costs included in interest expense and arising from
Indebtedness incurred at any time) of the Borrower and its Consolidated
Subsidiaries for such period, determined in accordance with GAAP but excluding
capitalized interest, (b) all cash dividends paid during such

                                       9



period in respect of Permitted Preferred Stock and (c) all finance expense
related to Securitization Transactions, excluding amortization of origination
and other fees.

                  "Consolidated Net Income" means, for any period, the net
income or loss of the Borrower and its Consolidated Subsidiaries for such period
determined in accordance with GAAP.

                  "Consolidated Net Worth" means, as of the last day of any
fiscal quarter, the sum for the Borrower of (a) the stated value of outstanding
common stock, (b) capital surplus and (c) retained earnings, excluding for
purposes of such calculation the effect of (i) all non-cash non-recurring
charges and all non-cash Rationalization Charges and (ii) all losses and gains
on sales of assets other than in the ordinary course of business and all other
non-cash non-recurring gains, in each case in (i) and (ii) above, after December
31, 2002.

                  "Consolidated Revenue" means, for any period, the revenues of
the Borrower and its Consolidated Subsidiaries for such period, determined in
accordance with GAAP.

                  "Consolidated Senior Secured Indebtedness" means, for any
period, the sum for the Borrower and its Consolidated Subsidiaries for such
period, without duplication, of (a) all Indebtedness that is included on the
Borrower's consolidated balance sheet and is secured by any assets of the
Borrower or a Consolidated Subsidiary, (b) all Capital Lease Obligations, (c)
all synthetic lease financings, (d) all Indebtedness of South Pacific Tyres that
is secured by any of its assets or assets of the Borrower or a Consolidated
Subsidiary and (e) all Securitization Transactions, all determined in accordance
with GAAP. For purposes of computing Consolidated Senior Secured Indebtedness,
the amount of any synthetic lease financing shall equal the amount that would be
capitalized in respect of such lease if it were a Capital Lease Obligation.

                  "Consolidated Subsidiary" means, at any date, each Subsidiary
the accounts of which would be consolidated with those of the Borrower in the
Borrower's consolidated financial statements in accordance with GAAP.

                  "Consolidated Total Assets" means, at any date, the total
assets of the Borrower and its Consolidated Subsidiaries, determined in
accordance with GAAP.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Credit Documents" means this Agreement, any letter of credit
applications referred to in Section 2.04(a) or (b), any promissory notes
delivered pursuant to Section 2.08(e) and the Security Documents.

                  "Credit Party" means the Borrower, each Subsidiary Guarantor
and each Grantor.

                                       10



                  "Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

                  "Disclosure Documents" means (a) the Information Memorandum,
(b) reports of the Borrower on Forms 10-K, 10-Q and 8-K, and any amendments
thereto, that shall have been (i) filed with the Securities and Exchange
Commission on or prior to March 21, 2003, or (ii) filed with the Securities and
Exchange Commission after such date and prior to the Effective Date and
delivered to the Administrative Agent, and (c) the draft Report of the Borrower
on Form 10-K for the fiscal year ended December 31, 2002, delivered to the
Lenders prior to the date hereof, as such Report shall have been modified by any
subsequent draft of such Report delivered to the Administrative Agent prior to
the Effective Date.

                  "dollars" or "$" refers to lawful money of the United States
of America.

                  "Domestic Subsidiary" means any Subsidiary that is not a
Foreign Subsidiary.

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the presence, the management or release of, or exposure to, any
Hazardous Materials or to health and safety matters.

                  "Environmental Liability" means all liabilities, obligations,
damages, losses, claims, actions, suits, judgments, orders, fines, penalties,
fees, expenses and costs (including administrative oversight costs, natural
resource damages and remediation costs), whether contingent or otherwise,
arising out of or relating to (a) compliance or non-compliance with any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release of any Hazardous Materials or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.

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

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                                       11



                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower or any Subsidiary, is treated as
a single employer under Section 414(b) or (c) of the Code or, solely for
purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to any
Plan (other than an event for which the 30-day notice period is waived or an
event described in Section 4043.33 of Title 29 of the Code of Federal
Regulations); (b) the existence with respect to any Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code or Section 302 of
ERISA) as to which a waiver has not been obtained; (c) the incurrence by the
Borrower, a Subsidiary or any ERISA Affiliate of any liability under Title IV of
ERISA with respect to the termination of any Plan; (d) the treatment of a Plan
amendment as a termination under Section 4041 of ERISA; (e) any event or
condition, other than the Transactions, that would be materially likely to
result in the termination of, or the appointment of a trustee to administer, any
Plan or Multiemployer Plan under Section 4042 of ERISA; (f) the receipt by the
Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan
administrator of any notice of an intention to terminate any Plan or to appoint
a trustee to administer any Plan; (g) the incurrence by the Borrower, any
Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; or (h) the receipt by the Borrower, any Subsidiary or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Borrower, any
Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

                  "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

                  "European Facilities Agreement" means the $650,000,000 Term
Loan and Revolving Credit Agreement dated as of the date hereof among the
European JV, the other borrowers thereunder, certain lenders, and JPMCB, as
administrative agent.

                  "European JV" means Goodyear Dunlop Tires Europe B.V.

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

                  "Excess Cash Rationalization Charges" means, for any period,
cash expenditures of the Borrower and its Consolidated Subsidiaries with respect
to Rationalization Charges recorded on the Borrower's consolidated income
statement after the date hereof; provided, however, that for such cash
expenditures incurred after September 1, 2003, Excess Cash Rationalization
Charges shall only include the aggregate amount of such cash expenditures which
exceed the sum of $100,000,000 (or $50,000,000 if incurred prior to December 31,
2003) plus 25% of the Net Cash Proceeds

                                       12



from the issuance and sale of its Equity Interests or Indebtedness pursuant to
Section 6.01(q).

                  "Excluded Subsidiary" means any Subsidiary with only nominal
assets and no operations.

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, any Issuing Bank or any other recipient of any payment to be
made by or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
or by the jurisdiction under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which
its applicable lending office is located, (b) any branch profits taxes imposed
by the United States or any similar tax imposed by any other jurisdiction
described in clause (a) above and (c) (i) any withholding tax that is imposed by
the United States on amounts payable to a Foreign Lender (other than an assignee
pursuant to a request by the Borrower under Section 2.17(b)) at the time such
Foreign Lender first becomes a party to this Agreement (or designates a new
lending office), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 2.15(a) or (ii) any withholding tax
that is imposed by the United States on amounts payable to a Foreign Lender that
is attributable to such Foreign Lender's failure to comply with Section 2.15(e).

                  "Existing Credit Agreement" means the Amended and Restated
Five-Year Revolving Credit Agreement dated as of August 13, 2002 among the
Borrower, the lenders party thereto and JPMCB, as Administrative Agent.

                  "Existing Letters of Credit" means the letters of credit
issued prior to the Effective Date under the Existing Credit Agreement or
otherwise, each of which is set forth on Schedule 2.04.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or any assistant treasurer of the
Borrower.

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this

                                       13



definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.

                  "Foreign Pledge Agreement" means a pledge agreement securing
the Obligations or any of them that is governed by the law of a jurisdiction
other than the United States and reasonably satisfactory in form and substance
to the Collateral Agent.

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

                  "GAAP" means generally accepted accounting principles in the
United States.

                  "Governmental Authority" means the government of the United
States, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

                  "Grantors" means the Borrower and each Domestic Subsidiary
that becomes, or is required to become, a US Facilities Grantor (as defined in
the Guarantee and Collateral Agreement) pursuant to Section 4.01(j) or 5.08.

                  "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including
any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment
thereof, (c) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or (d) as an account party in respect
of any letter of credit or letter of guaranty issued to support such
Indebtedness; provided, that the term Guarantee shall not include endorsements
for collection or deposit in the ordinary course of business. The amount of any
Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Guarantee is made and (b) the maximum amount for which
such guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee, unless such primary obligation and the maximum amount
for which such guaranteeing person may be liable are not stated or determinable,
in which case the amount of such Guarantee shall be such guaranteeing person's
maximum reasonably anticipated liability (assuming such person is required to
perform) in respect thereof as determined in such person's good faith.

                                       14



                  "Guarantee and Collateral Agreement" means the Guarantee and
Collateral Agreement among the Borrower, the Subsidiary Guarantors, the
Grantors, certain other Subsidiaries and the Collateral Agent substantially in
the form of Exhibit F.

                  "Hazardous Materials" means (A) petroleum products and
byproducts, asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, radon gas, chlorofluorocarbons and all other ozone-depleting
substances; and (B) any pollutant or contaminant or any hazardous, toxic,
radioactive or otherwise regulated chemical, material, substance or waste that
is prohibited, limited or regulated pursuant to any applicable Environmental
Law.

                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding accounts payable incurred in the ordinary course of business), (e)
all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right to be secured by) any Lien on property owned
or acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g)
all Capital Lease Obligations of such Person, (h) all obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty and (i) all Securitization Transactions of such Person.
The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to
the extent such Person is liable therefor as a result of such Person's ownership
interest in such entity.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Indemnitee" has the meaning set forth in Section 9.03.

                  "Information Memorandum" means the Confidential Information
Memorandum dated March 5, 2003 relating to the Borrower and the Transactions.

                  "Interest Election Request" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.06 in substantially
the form of Exhibit B hereto.

                  "Interest Payment Date" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December and (b) with
respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months' duration after the first day of such Interest Period.

                                       15



                  "Interest Period" means, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect; provided that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and, in the case of a Borrowing, thereafter shall be the
effective date of the most recent conversion or continuation of such Borrowing.

                  "Investments" has the meaning assigned to such term in Section
6.05.

                  "Issuing Bank Agreement" means an agreement in form reasonably
satisfactory to the Borrower and the Administrative Agent pursuant to which a
Lender agrees to act as an Issuing Bank.

                  "Issuing Bank" means JPMCB and each other Lender that has
entered into an Issuing Bank Agreement, each in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in
Section 2.04(i). Each Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which
case the term "Issuing Bank" shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate.

                  "JPMCB" means JPMorgan Chase Bank, and its successors.

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

                  "LC Exposure" means, 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.

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption.

                  "Letter of Credit" means each Existing Letter of Credit and
any letter of credit issued pursuant to this Agreement.

                                       16



                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason with respect to any
Eurodollar Borrowing, then the "LIBO Rate" with respect to such Eurodollar
Borrowing for such Interest Period shall be the rate (rounded upwards, if
necessary, to the next 1/100 of 1%) at which dollar deposits of $5,000,000 and
for a maturity comparable to such Interest Period are offered by the principal
London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, French delegation of claims, lien, pledge, hypothecation,
encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing) relating to such asset and (c)
in the case of securities, any purchase option, call or similar right of a third
party with respect to such securities.

                  "Loans" means the loans made by the Lenders to the Borrower
pursuant to this Agreement.

                  "Luxembourg Finance" means Goodyear Finance Holding S.A., a
corporation organized in Luxembourg.

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

                  "Material Adverse Change" means a material adverse change in
or effect on (a) the business, operations, properties, assets or financial
condition (including as a result of the effects of any contingent liabilities
thereon) of the Borrower and the Subsidiaries, taken as a whole, (b) the ability
of the Credit Parties, taken as a whole, to perform obligations under this
Agreement and the other Credit Documents that are material to the rights or
interests of the Lenders or (c) the rights of or benefits available to the
Lenders under this Agreement and the other Credit Documents that are material to
the interests of the Lenders.

                  "Material Foreign Subsidiary" means, at any time, each Foreign
Subsidiary that had assets with an aggregate book value in excess of $50,000,000
as of December 31, 2002, or if later, as of the end of the most recent fiscal
quarter for which financial statements have been delivered pursuant to Section
5.01(a) or (b).

                                       17



                  "Material Indebtedness" means Indebtedness (other than the
Loans and Letters of Credit), or obligations in respect of one or more Swap
Agreements, of any one or more of the Borrower and the Subsidiaries in an
aggregate principal amount exceeding $25,000,000. For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of the Borrower
or any Subsidiary in respect of any Swap Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that the
Borrower or such Subsidiary would be required to pay if such Swap Agreement were
terminated at such time, calculated in accordance with the terms of such Swap
Agreement.

                  "Material Intellectual Property" means all Intellectual
Property (as defined in the Guarantee and Collateral Agreement) of the Borrower
and the Grantors, other than Intellectual Property that in the aggregate is not
material to the business of the Borrower and the Subsidiaries, taken as a whole.

                  "Material Subsidiary" means, at any time, each Subsidiary
other than Subsidiaries that do not represent more than 1% for any such
individual Subsidiary, or more than 5% in the aggregate for all such
Subsidiaries, of either (a) Consolidated Total Assets or (b) Consolidated
Revenue for the period of four fiscal quarters most recently ended.

                  "Maturity Date" means April 30, 2005.

                  "Mortgage" means a mortgage or deed of trust, assignment of
leases and rents, or other security documents reasonably satisfactory in form
and substance to the Collateral Agent granting a Lien on any Mortgaged Property
to secure the Obligations.

                  "Mortgaged Property" means, at any time, each parcel of real
property listed in Schedule 1.01B and the improvements thereto.

                  "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

                  "NAIC" means the National Association of Insurance
Commissioners.

                  "Net Cash Proceeds" shall have the meaning assigned to such
term in the US Term Facility Agreement.

                  "New Facilities Credit Agreements" means this Agreement, the
US Term Loan Agreement, the European Facilities Agreement and the ABL Facilities
Agreement.

                  "New Facilities Documents" means the New Facilities Credit
Agreements, the Guarantee and Collateral Agreement and the other Security
Documents (as such term is defined in any New Facilities Credit Agreement).

                  "Obligations" means (a) the due and punctual payment of (i)
the principal of and interest (including interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or

                                       18



allowable in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) each payment required to be made under this Agreement in respect
of any Letter of Credit, when and as due, including payments in respect of
reimbursements of LC Disbursements and interest thereon and (iii) all other
monetary obligations of the Credit Parties to any of the Secured Parties under
this Agreement and each of the other Credit Documents, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), and (b) the due and punctual
performance of all other obligations of the Credit Parties to any of the Secured
Parties under this Agreement and the other Credit Documents.

                  "Other Taxes" means any and all present or future stamp,
documentary, excise, recording, transfer, sales, property or similar taxes,
charges or levies arising from any payment made under any Credit Document or
from the execution, delivery or enforcement of, or otherwise with respect to,
any Credit Document.

                  "Participant" has the meaning assigned to such term in Section
9.04.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "Perfection Certificate" means a certificate in the form of
Exhibit II to the Guarantee and Collateral Agreement or any other form approved
by the Collateral Agent.

                  "Permitted Encumbrances" means:

                  (a) Liens imposed by law for taxes that are not yet due or are
         being contested;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's and other Liens imposed by law, arising in the ordinary
         course of business and securing obligations that are not overdue by
         more than 30 days (or any longer grace period available under the terms
         of the applicable underlying obligation) or are being contested;

                  (c) Liens created and pledges and deposits made in the
         ordinary course of business in compliance with workers' compensation,
         unemployment insurance and other social security laws or regulations;

                  (d) Liens created and deposits made to secure the performance
         of bids, trade contracts, leases, statutory obligations, appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business, and Liens created and deposits made
         prior to the date hereof in the ordinary course of business to secure
         the performance of surety bonds;

                                       19



                  (e) judgment liens in respect of judgments that do not
         constitute an Event of Default;

                  (f) supplier's liens in inventory, other assets supplied or
         accounts receivable that result from retention of title or extended
         retention of title arrangements arising in connection with purchases of
         goods in the ordinary course of business; and

                  (g) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property and other Liens incidental to the conduct
         of business or ownership of property that arise automatically by
         operation of law or arise in the ordinary course of business and that
         do not materially detract from the value of the property of the
         Borrower and the Subsidiaries or of the Collateral, in each case taken
         as a whole, or materially interfere with the ordinary conduct of
         business of the Borrower and the Subsidiaries, taken as a whole, or
         otherwise adversely affect in any material respect the rights or
         interests of the Lenders;

provided that (except as provided in clause (d) above) the term "Permitted
Encumbrances" shall not include any Lien securing Indebtedness for borrowed
money.

                  "Permitted Investments" means:

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

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, ratings of A1 from S&P and P1 from Moody's;

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof and issued or guaranteed by or placed with, and
         money market deposit accounts issued or offered by any commercial bank
         organized under the laws of the United States or any State thereof
         which has a short term deposit rating of A1 from S&P and P1 from
         Moody's and has a combined capital and surplus and undivided profits of
         not less than $500,000,000;

                  (d) fully collateralized repurchase agreements with a term of
         not more than 30 days for securities described in clause (a) above and
         entered into with a financial institution described in clause (c)
         above;

                  (e) money market funds that (i) comply with the criteria set
         forth in Securities and Exchange Commission Rule 2a-7 under the
         Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by
         Moody's and (iii) have portfolio assets of at least $5,000,000,000; and

                                       20



                  (f) in the case of any Subsidiary that is not a Domestic
         Subsidiary, (i) marketable direct obligations issued or unconditionally
         guaranteed by the sovereign nation in which such Subsidiary is
         organized and is conducting business or issued by any agency of such
         sovereign nation and backed by the full faith and credit of such
         sovereign nation, in each case maturing within one year from the date
         of acquisition, so long as the indebtedness of such sovereign nation is
         rated at least A by S&P or A2 by Moody's or carries an equivalent
         rating from a comparable foreign rating agency or (ii) investments of
         the type and maturity described in clauses (b) through (e) of foreign
         obligors, which investments or obligors have ratings described in such
         clauses or equivalent ratings from comparable foreign rating agencies.

                  "Permitted Preferred Stock" has the meaning assigned to such
term in Section 6.01(q).

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV or Section 302 of
ERISA or Section 412 of the Code, and in respect of which the Borrower, any
Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section
3(5) of ERISA.

                  "Prepayment Event" shall have the meaning assigned to such
term in the US Term Facility Agreement.

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by JPMCB (or any successor Administrative Agent
appointed or chosen pursuant to Article VIII hereof) as its prime rate in effect
at its principal office in New York City. Each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

                  "Rationalization Charges" means, for any period, cash and
non-cash charges related to rationalization actions designed to reduce capacity,
eliminate redundancies and reduce costs. Rationalization Charges will be
computed by a method consistent with that used in preparing the financial
statements referred to in Section 3.04.

                  "Register" has the meaning set forth in Section 9.04.

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

                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in the Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property) on

                                       21



account of the purchase, redemption, retirement, acquisition, cancelation or
termination of any such Equity Interests or any option, warrant or other right
to acquire any such Equity Interests.

                  "Revolving Credit Exposure" means, with respect to any Lender
at any time, the sum of the outstanding principal amount of such Lender's Loans
plus its LC Exposure at such time.

                  "Sale and Leaseback Transaction" means any arrangement whereby
the Borrower or a Subsidiary shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereinafter
acquired, and thereafter rent or lease from the buyer or transferee property
that it intends to use for substantially the same purpose or purposes as the
property sold or transferred, other than any such transaction entered into with
respect to any property or any improvements thereto at the time of, or within
180 days after, the acquisition or completion of construction of such property
or such improvements (or, if later, the commencement of commercial operation of
any such property), as the case may be, to finance the cost of such property or
such improvements, as the case may be.

                  "Secured Parties" means the Administrative Agent, each Issuing
Bank, the Collateral Agent and each Lender.

                  "Securitization Transaction" means, with respect to any
Person, (i) any transfer by such Person of accounts receivable, rights to future
lease payments or residuals or other financial assets, and related property, or
interests therein (a) to a trust, partnership, corporation or other entity,
which transfer is funded in whole or in part, directly or indirectly, by the
incurrence or issuance by the transferee or any successor transferee of
Indebtedness or securities that are to receive payments from, or that represent
interests in, the cash flow derived from such accounts receivable or interests,
or (b) directly to one or more investors or other purchasers, (ii) any
Indebtedness of such Person secured substantially entirely by accounts
receivable, rights to future lease payments or residuals or other financial
assets, and related property or (iii) any factoring transaction involving
substantially entirely accounts receivable, rights to future lease payments or
residuals or other financial assets, and related property. The amount of any
Securitization Transaction shall be deemed at any time to be the aggregate
outstanding principal amount of the Indebtedness or securities referred to in
the preceding sentence or, if there shall be no such principal amount, the
equivalent outstanding amount of the funded investment.

                  "Security Documents" means the Guarantee and Collateral
Agreement, the Mortgages, the Foreign Pledge Agreements and each other
instrument or document delivered pursuant to Section 5.08 to secure any of the
Obligations.

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the

                                       22



Board to which the Administrative Agent is subject, with respect to the Adjusted
LIBO Rate, for eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or
any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

                  "subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which are consolidated with those of
the parent in the parent's consolidated financial statements in accordance with
GAAP as of such date, as well as any other corporation, limited liability
company, partnership, association or other entity of which securities or other
ownership interests representing more than 50% of the equity or more than 50% of
the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held by
the parent or one or more subsidiaries of the parent or by the parent and one or
more subsidiaries of the parent.

                  "Subsidiary" means any subsidiary of the Borrower.

                  "Subsidiary Guarantor" means any Domestic Subsidiary that
becomes, or is required to become, a US Guarantor (as defined in the Guarantee
and Collateral Agreement) pursuant to Section 4.01(j) or 5.08.

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

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

                  "Transactions" means the execution, delivery and performance
by the Borrower of this Agreement and by the Borrower, the Subsidiary Guarantors
and the Grantors, as applicable, of the other Credit Documents, the borrowing of
the Loans, the obtaining and use of the Letters of Credit, the creation of the
Liens and Guarantees provided for in the Security Documents and the other
transactions contemplated hereby.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

                                       23



                  "US Term Facility Agreement" means the $645,545,454 Term Loan
Agreement dated as of the date hereof among the Borrower, certain lenders,
JPMCB, as administrative agent, and BNP Paribas, as syndication agent.

                  "Wholly Owned Subsidiary" of any person shall mean a
subsidiary of such person of which securities (except for directors' qualifying
shares) or other ownership interests representing 100% of the Equity Interests
are, at the time any determination is being made, owned, controlled or held by
such person or one or more wholly owned Subsidiaries of such person or by such
person and one or more wholly owned Subsidiaries of such person.

                  "Withdrawal Liability" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Foreign Currency Translation.. For purposes of
determining compliance as of any date with Section 6.01, 6.02, 6.03, 6.05 or
6.06, amounts incurred or outstanding in currencies other than dollars shall be
translated into dollars at the exchange rates in effect on the first Business
Day of the fiscal quarter in which such determination occurs or in respect of
which such determination is being made, as such exchange rates shall be
determined in good faith by the Borrower. No Default or Event of Default shall
arise as a result of any limitation set forth in dollars in Section 6.01, 6.02,
6.03, 6.05 or 6.06 being exceeded solely as a result of changes in currency
exchange rates from those rates applicable on the first day of the fiscal
quarter in which such determination occurs or in respect of which such
determination is being made.

                  SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, but shall not be deemed to include the
subsidiaries of such Person unless express reference is made to such
subsidiaries, (c) the words "herein", "hereof" and "hereunder", and words of
similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e)
the words "asset" and "property" shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.

                                       24



                  SECTION 1.04. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Majority Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                       25



                                   ARTICLE II

                                   The Credits

                  SECTION 2.01. Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees to make Loans to the Borrower from time to
time during the Availability Period in an aggregate principal amount that will
not result in such Lender's Revolving Credit Exposure exceeding such Lender's
Commitment. Within the foregoing limits, the Borrower may borrow, prepay and
reborrow Loans.

                  SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be
made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their respective Commitments. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments of the Lenders are several
and no Lender shall be responsible for any other Lender's failure to make Loans
as required.

                  (b) Subject to Section 2.12, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith; provided that all Borrowings made on the Effective Date
must be made as ABR Borrowings. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with the
terms of this Agreement.

                  (c) At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000. At the time that
each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $5,000,000.
Notwithstanding the foregoing, an ABR Borrowing may be in an aggregate amount
that is equal to the entire unused balance of the total Commitments and, if in
an amount not less than the applicable minimum amount specified above, may be in
the amount that is required to finance the reimbursement of an LC Disbursement
as contemplated by Section 2.04(e), notwithstanding that such amount is not an
integral multiple of $1,000,000. Borrowings of more than one Type may be
outstanding at the same time; provided that there shall not at any time be more
than a total of 20 Eurodollar Borrowings outstanding.

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

                  SECTION 2.03. Requests for Revolving Borrowings. To request a
Borrowing, the Borrower shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurodollar Borrowing, not later than 3:00 p.m.,
New York City time, three Business Days before the date of the proposed
Borrowing or (b) in

                                       26



the case of an ABR Borrowing, not later than 10:30 a.m., New York City time, on
the day of the proposed Borrowing; provided that any such notice of an ABR
Borrowing to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.04(e) may be given not later than 10:00 a.m., New York City time, on
the date of the proposed Borrowing. Each such telephonic Borrowing Request shall
be irrevocable and shall be confirmed promptly by hand delivery or telecopy to
the Administrative Agent of a written Borrowing Request signed by the Borrower.
Each such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:

                  (i) the aggregate amount of the requested Borrowing;

                  (ii) the date of such Borrowing, which shall be a Business
         Day;

                  (iii) whether such Borrowing is to be an ABR Borrowing or a
         Eurodollar Borrowing;

                  (iv) in the case of a Eurodollar Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; and

                  (v) the location and number of the Borrower's account to which
         funds are to be disbursed, which shall comply with the requirements of
         Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

                  SECTION 2.04. Letters of Credit. (a) General. Subject to the
terms and conditions set forth herein, 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 Administrative Agent and the applicable
Issuing Bank, at any time and from time to time during the Availability Period.
In the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by 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. On the Effective Date, each
Issuing Bank that has issued an Existing Letter of Credit shall be deemed,
without further action by any party hereto, to have granted to each Lender and
each Lender shall have been deemed to have purchased from such Issuing Bank a
participation in such Letter of Credit in accordance with paragraph (d) below.
The Borrower and the Lenders that are also party to the Existing Credit
Agreement agree that concurrently with such grant, the participations in the
Existing Letters of Credit granted to such lenders under the Existing

                                       27



Credit Agreement shall be automatically canceled without further action by any
of the parties thereto. On and after the Effective Date each Existing Letter of
Credit shall constitute a Letter of Credit for all purposes hereof. Any Lender
that issued an Existing Letter of Credit but shall not have entered into an
Issuing Bank Agreement shall have the rights of an Issuing Bank as to such
Letter of Credit for purposes of this Section 2.04.

                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the applicable Issuing Bank) to
an Issuing Bank and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, and specifying the date of issuance, amendment,
renewal or extension (which shall be a Business Day), the date on which such
Letter of Credit is to expire (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 prepare,
amend, renew or extend such Letter of Credit. If requested by any 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;
provided that any provisions in any such letter of credit application that
create Liens securing the obligations of the Borrower thereunder or that are
inconsistent with the provisions of this Agreement shall be of no force or
effect. A Letter of Credit shall be issued, amended, renewed or extended only if
(and upon issuance, amendment, renewal or extension of each Letter of Credit the
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 $600,000,000 and (ii) the aggregate amount of the Lenders' Revolving
Credit Exposures shall not exceed the aggregate Commitments.

                  (c) Expiration Date. 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 of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Maturity Date.

                  (d) Participations. 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 Administrative 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

                                       28



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

                  (e) Reimbursement. 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 Administrative 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 or (iii) if such
LC Disbursement is not less than the applicable minimum borrowing amount, on the
second Business Day after the day otherwise applicable under clause (i) or (ii);
provided that, if such LC Disbursement is not less than the applicable minimum
borrowing amount, unless the Borrower shall have notified the Administrative
Agent to the contrary, the Borrower will be deemed to have requested in
accordance with Section 2.03 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,
the Administrative 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 Administrative Agent its Applicable
Percentage of the payment then due from the Borrower, in the same manner as
provided in Section 2.05 with respect to Loans made by such Lender (and Section
2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders),
and the Administrative Agent shall promptly pay to the applicable Issuing Bank
the amounts so received by it from the Lenders. Promptly following receipt by
the Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to such
Issuing Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse such 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) Obligations Absolute. 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

                                       29



terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit 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 Administrative Agent, the Lenders or the Issuing Banks, or any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Banks; provided that the foregoing shall not be construed to excuse any
Issuing Bank from liability to the Borrower to the extent of any damages
suffered by the Borrower or any Lender that are caused by such Issuing Bank's
gross negligence or willful misconduct. In furtherance of the foregoing and
without limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the applicable Issuing Bank may, acting in
good faith, either accept and make payment upon such documents without
responsibility for further investigation or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

                  (g) Disbursement Procedures. Each Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. Each Issuing Bank shall promptly
notify the Administrative Agent and the 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 any such LC
Disbursement.

                  (h) Interim Interest. If any 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, if the
Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph
(e) of this Section, then Section 2.11(c) shall apply. Interest accrued pursuant
to this paragraph shall be for the account of such Issuing Bank, except that
interest accrued on and after the date of payment by any Lender

                                       30



pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall
be for the account of such Lender to the extent of such payment.

                  (i) Replacement of the Issuing Bank. Each Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of such
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.10(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of such Issuing Bank under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Bank" shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the replacement of any Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.

                  (j) Cash Collateralization. If any Event of Default shall
occur and be continuing, on the earlier of (i) the third Business Day after the
Borrower shall receive notice from the Administrative Agent or the Majority
Lenders demanding the deposit of cash collateral pursuant to this paragraph and
(ii) the date on which the maturity of the Loans shall be accelerated, unless
prohibited by the terms of any other New Facilities Credit Agreement, the
Borrower shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Lenders, an amount in
cash equal to the 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 (h) or
(i) of Article VII. Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrower
under this Agreement. Unless prohibited by the terms of any other New Facilities
Credit Agreement, the Administrative 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 investment
shall be in Permitted Investments and shall be made in the discretion of the
Administrative 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. Unless prohibited by the terms of any other New
Facilities Credit Agreement, moneys in such account shall be applied by the
Administrative Agent to reimburse each Issuing Bank for LC Disbursements for
which it has not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Borrower for
the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders with LC Exposures
representing greater than 50% of the total LC Exposure), be applied to satisfy
other obligations of the Borrower under this Agreement. If the Borrower is
required to provide an amount of

                                       31



cash collateral under this paragraph, then (i) if the maturity of the Loans has
not been accelerated and the LC Exposure shall be reduced to an amount below the
amount so deposited, the Administrative Agent will return to the Borrower any
excess of the amount so deposited over the LC Exposure and (ii) such amount (to
the extent not applied as provided above in this paragraph) shall be returned to
the Borrower within three Business Days after all Events of Default have been
cured or waived.

                  SECTION 2.05. Funding of Borrowings. (a) Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:30 p.m., New York City time, to
the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders. The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account designated by the Borrower in the applicable Borrowing
Request; provided that ABR Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.04(e) shall be remitted by the
Administrative Agent to the applicable Issuing Bank.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing. It is agreed that no payment by the Borrower under
this paragraph will be subject to any break-funding payment under Section 2.14.

                  SECTION 2.06. Interest Elections. (a) Each Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, the Borrower may elect to
convert such Borrowing to a different Type or to continue such Borrowing and, in
the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as
provided in this Section. The Borrower may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing.

                                       32



                  (b) To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under Section 2.03 if the Borrower
were requesting a Borrowing of the Type resulting from such election to be made
on the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request
signed by the Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                  (i) the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
         Interest Period to be applicable thereto after giving effect to such
         election, which shall be a period contemplated by the definition of the
         term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Majority Lenders, so notifies the Borrower, then, so long
as an Event of Default is continuing (i) no outstanding Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.

                                       33



                  SECTION 2.07. Termination of Commitments; Reductions of
Commitments. (a) Unless previously terminated, the Commitments shall terminate
on the Maturity Date.

                  (b) The Borrower may at any time terminate, or from time to
time reduce, the Commitments; provided that (i) each reduction of the
Commitments shall be in an amount that is an integral multiple of $1,000,000 and
not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.09, the total Revolving Credit Exposures would exceed
the total Commitments.

                  (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Commitments delivered by the Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably
among the Lenders in accordance with their respective Commitments.

                  SECTION 2.08. Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Loan on the
Maturity Date.

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

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

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein (including any failure to record the making or repayment of
any Loan) shall not in any manner affect the

                                       34



obligation of the Borrower to repay the Loans in accordance with the terms of
this Agreement or prevent the Borrower's obligations in respect of Loans from
being discharged to the extent of amounts actually paid in respect thereof.

                  (e) Any Lender may request that Loans made by it be evidenced
by a promissory note. In such event, the Borrower shall prepare, execute and
deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) in
substantially the form set forth in Exhibit C hereto. Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

                  SECTION 2.09. Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to prior notice in accordance with paragraph (b) of this
Section.

                  (b) The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 3:00 p.m., New York City
time, three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment. Each such notice shall be
irrevocable, shall specify the prepayment date and the principal amount of each
Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.07, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with
Section 2.07. Promptly following receipt of any such notice relating to a
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of an advance of a Borrowing of the same Type as
provided in Section 2.02. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.11.

                  SECTION 2.10. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the rate of 0.75% per annum on the daily unused amount of the
Commitment of such Lender during the period from and including the date hereof
to but excluding the date on which such Commitment terminates. Accrued
commitment fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which the Commitments
terminate, commencing on the first such date to occur after the date hereof. All
commitment fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day).

                                       35



                  (b) The Borrower agrees to pay (i) to the Administrative Agent
for the account of each Lender a participation fee with respect to such Lender's
participations in Letters of Credit, which shall accrue at the rate of 4.00% per
annum on the average daily amount of such Lender's LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Effective Date to but excluding the later of the date on
which such Lender's Commitment terminates and the date on which such Lender
ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee,
which shall accrue at the rate or rates per annum separately agreed upon between
the Borrower and the applicable Issuing Bank (on the date hereof or any later
date on which such Issuing Bank shall have become an Issuing Bank), on the
average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) attributable to Letters of Credit
issued by such Issuing Bank during the period from and including the Effective
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 such
Issuing Bank's standard fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder.
Participation fees and fronting fees accrued through and including the last day
of March, June, September and December of each year shall be payable on the
third Business Day following such last day, commencing on the first such date to
occur after the Effective Date; provided that all such accrued 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 Issuing Banks 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 the Administrative Agent,
for its own account, fees in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent.

                  (d) If Loans remain outstanding under the US Term Loan
Agreement on April 30, 2004, the Borrower agrees to pay to the Administrative
Agent for the account of each Lender on such date, a fee equal to 1.00% (or if
the aggregate outstanding principal amount of the loans under the US Term Loan
Agreement shall have been reduced to an amount not greater than $200,000,000 as
of such date, .75%) of such Lender's Commitment, whether used or unused, at such
time.

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent (or to the Issuing
Banks, in the case of fees payable to them) for distribution, in the case of
commitment fees and participation fees, to the Lenders. Fees paid shall not be
refundable under any circumstances.

                  SECTION 2.11. Interest. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate plus 3.00% per annum.

                                       36



                  (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus 4.00% per annum.

                  (c) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in
the preceding paragraphs of this Section or (ii) in the case of any other
amount, 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a)
of this Section.

                  (d) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan and upon termination of the
Commitments; provided that (i) interest accrued pursuant to paragraph (c) of
this Section shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end
of the Availability Period), accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment and (iii)
in the event of any conversion of any Eurodollar Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be payable
on the effective date of such conversion.

                  (e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

                  SECTION 2.12. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate for such
         Interest Period; or

                  (b) the Administrative Agent is advised by the Majority
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders (or Lender) of
         making or maintaining their Loans (or its Loan) included in such
         Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests

                                       37



the conversion of any Borrowing to, or continuation of any Borrowing as, a
Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request
requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing.

                  SECTION 2.13. Increased Costs. (a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing
         Bank; or

                  (ii) impose on any Lender or any Issuing Bank or the London
         interbank market any other condition (other than Taxes) affecting this
         Agreement or Eurodollar Loans made by such Lender or any Letter of
         Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or such
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or such
Issuing Bank hereunder (whether of principal, interest or otherwise), in each
case by an amount deemed by such Lender or Issuing Bank to be material, then the
Borrower will pay to such Lender or such Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or such Issuing
Bank, as the case may be, for such additional costs incurred or reduction
suffered.

                  (b) If any Lender or any Issuing Bank determines that any
Change in Law regarding capital requirements has had or would have the effect of
reducing the rate of return on such Lender's or such Issuing Bank's capital or
on the capital of such Lender's or such Issuing Bank's holding company, if any,
in each case by an amount deemed by such Lender or Issuing Bank to be material,
as a consequence of this Agreement or the Loans made by, or participations in
Letters of Credit held by, such Lender, or the Letters of Credit issued by such
Issuing Bank, to a level below that which such Lender or such Issuing Bank or
such Lender's or such Issuing Bank's holding company would have achieved but for
such Change in Law (taking into consideration such Lender's or such Issuing
Bank's policies and the policies of such Lender's or such Issuing Bank's holding
company with respect to capital adequacy), then from time to time the Borrower
will pay to such Lender or such Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or such Issuing Bank
or such Lender's or such Issuing Bank's holding company for any such reduction
suffered.

                  (c) A certificate of a Lender or such Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or such Issuing
Bank or its holding company, as the case may be, as specified in paragraph (a)
or (b) of this Section shall be delivered to the Borrower. The Borrower shall
pay such Lender or such Issuing Bank, as the case may be, the amount shown as
due on any such certificate within 10 days after receipt thereof, unless such
amount is being contested by the Borrower in good faith.

                                       38



                  (d) Failure or delay on the part of any Lender or any Issuing
Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's or such Issuing Bank's right to demand such
compensation; provided that the Borrower shall not be required to compensate a
Lender or an Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender or
such Issuing Bank, as the case may be, notifies the Borrower of the Change in
Law giving rise to such increased costs or reductions and of such Lender's or
such Issuing Bank's intention to claim compensation therefor; provided further
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to
include the period of retroactive effect thereof.

                  SECTION 2.14. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurodollar Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.09(b) and is revoked in accordance therewith), or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.17, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the Borrower. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof, unless such amount is
being contested by the Borrower in good faith.

                  SECTION 2.15. Taxes. (a) Any and all payments by or on account
of any obligation of the Borrower or any other Credit Party hereunder or under
any other Credit Document shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided that if the Borrower or any
other Credit Party shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions of such Taxes (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or Issuing Bank (as the case may be) receives an
amount equal to the sum it would have received had no such

                                       39



deductions been made (and the Borrower shall pay or cause such Credit Party to
pay such increased amount), (ii) the Borrower or such other Credit Party shall
make such deductions and (iii) the Borrower or such other Credit Party shall pay
the full amount deducted to the relevant Governmental Authority in accordance
with applicable law.

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                  (c) The Borrower shall indemnify the Administrative Agent,
each Lender and each Issuing Bank, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such 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 or any other Credit Party hereunder or under any other Credit Document
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable out-of-pocket expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender or
an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf
of a Lender or an Issuing Bank, shall be conclusive absent manifest error.

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

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time such Foreign Lender first becomes
a party to this Agreement and at the time or times prescribed by applicable law,
such properly completed and executed documentation prescribed by applicable law
or reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate; provided that such Foreign Lender has
received written notice from the Borrower advising it of the availability of
such exemption or reduction and supplying all applicable documentation.

                  SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing
of Setoffs. (a) Except as required or permitted under Section 2.04, 2.13, 2.14,
2.15, 2.17 or 9.03, each Borrowing, each payment or prepayment of principal of
any Borrowing or of any LC Disbursement, each payment of interest on the Loans
or LC Disbursements, each payment of fees (other than fees payable to the
Issuing Banks), each reduction of the Commitments and each refinancing of any
Borrowing with a Borrowing of any Type, shall be allocated pro rata among the
Lenders in accordance with their respective

                                       40



Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding Loans).
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.

                  (b) The Borrower shall make each payment required to be made
by it hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.13, 2.14 or 2.15 or
otherwise) prior to 1:00 p.m., New York City time, on the date when due, in
immediately available funds, without setoff, counterclaim or other deduction.
Any amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except payments to be made directly to an Issuing Bank as
expressly provided herein and except that payments pursuant to Sections 2.13,
2.14, 2.15, 2.17 and 9.03 shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person in appropriate ratable shares to the
appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension. All payments hereunder shall be made in dollars.

                  (c) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties.

                  (d) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans or participations in LC Disbursements resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of
its Loans and participations in LC Disbursements and accrued interest thereon
than the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the
Loans and participations in LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and participations in LC
Disbursements; provided that (i) if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the provisions of this

                                       41



paragraph shall not be construed to apply to any payment made by the Borrower
pursuant to and in accordance with the express terms of this Agreement or any
payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in LC Disbursements to any
assignee or participant, other than to the Borrower or any Affiliate thereof (as
to which the provisions of this paragraph shall apply). The Borrower consents to
the foregoing and agrees, to the extent it may effectively do so under
applicable law and under this Agreement, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of
such participation.

                  (e) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Banks
hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
the Issuing Banks, as the case may be, the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders or each of
the Issuing Banks, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or such Issuing Bank with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

                  (f) If any Lender shall fail to make any payment required to
be made by it hereunder for the account of the Administrative Agent, any Issuing
Bank or any Lender, then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Lender to satisfy
such Lender's obligations in respect of such payment until all such unsatisfied
obligations are fully paid.

                  SECTION 2.17. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.13 or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

                                       42



                  (b) If any Lender requests compensation under Section 2.13, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and
participations in LC Disbursements, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee or the Borrower, as
the case may be, and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.13 or payments required to be made
pursuant to Section 2.15, such assignment will result in a reduction in such
compensation or payments.

                                   ARTICLE III

                         Representations and Warranties

                  The Borrower represents and warrants to the Lenders that:

                  SECTION 3.01. Organization; Powers. The Borrower and each of
the other Credit Parties is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, would not
be reasonably likely to result in a Material Adverse Change, is qualified to do
business, and is in good standing, in every jurisdiction where such
qualification is required. Each Subsidiary of the Borrower other than the Credit
Parties is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, has all requisite power and authority
to carry on its business as now conducted and is qualified to do business, and
is in good standing, in every jurisdiction where such qualification is required,
except for failures that, individually or in the aggregate, would not be
materially likely to result in a Material Adverse Change.

                  SECTION 3.02. Authorization; Enforceability. The Transactions
to be entered into by each Credit Party are within such Credit Party's powers
and have been duly authorized. This Agreement has been duly executed and
delivered by the Borrower and constitutes, and each other Credit Document to
which any Credit Party is to be a party, when executed and delivered by such
Credit Party, will constitute, a legal, valid and binding obligation of the
Borrower or such Credit Party, as the case may be, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

                                       43



                  SECTION 3.03. Governmental Approvals; No Conflicts. Except to
the extent that no Material Adverse Change would be materially likely to result,
the Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
are required to perfect Liens created under the Security Documents and such as
have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Borrower or any of the Subsidiaries or any order
of any Governmental Authority, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon the Borrower or any of
the Subsidiaries or any of their assets, and (d) will not result in the creation
or imposition of any Lien on any asset of the Borrower or any of the
Subsidiaries, except Liens created under the Credit Documents.

                  SECTION 3.04. Financial Statements; No Material Adverse
Change. (a) The Borrower has heretofore furnished to the Lenders a draft in
substantially final form of its consolidated balance sheet and statements of
income, stockholders' equity and cash flows as of and for the fiscal year ended
December 31, 2002. Such financial statements present fairly, in all material
respects, the consolidated financial position and consolidated results of
operations and cash flows of the Borrower and its Consolidated Subsidiaries as
of such dates and for such fiscal year in accordance with GAAP.

                  (b) Except as disclosed in the Disclosure Documents, since
December 31, 2002, there has been no event or condition that constitutes or
would be materially likely to result in a Material Adverse Change, it being
agreed that a reduction in any rating relating to the Borrower issued by any
rating agency shall not, in and of itself, be an event or condition that
constitutes or would be materially likely to result in a Material Adverse Change
(but that events or conditions underlying or resulting from any such reduction
may constitute or be materially likely to result in a Material Adverse Change).

                  SECTION 3.05. Litigation and Environmental Matters. (a) Except
as set forth in the Disclosure Documents, there are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending or, to
the knowledge of the Borrower, threatened against or affecting the Borrower or
any of the Subsidiaries (i) as to which there is a reasonable possibility of an
adverse determination and that if adversely determined would be materially
likely, individually or in the aggregate, to result in a Material Adverse Change
or (ii) that involve the Credit Documents or the Transactions.

                  (b) Except as set forth in the Disclosure Documents, and
except with respect to matters that, individually or in the aggregate, would not
be materially likely to result in a Material Adverse Change, neither the
Borrower nor any of the Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

                                       44



                  SECTION 3.06. Compliance with Laws and Agreements. Each of the
Borrower and the Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to be in compliance, individually or in the aggregate,
would not be materially likely to result in a Material Adverse Change. No Event
of Default has occurred and is continuing.

                  SECTION 3.07. Investment and Holding Company Status. Neither
the Borrower nor any of the Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940,
as amended, or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935, as amended.

                  SECTION 3.08. ERISA. Except as disclosed in the Disclosure
Documents, no ERISA Event has occurred or is reasonably expected to occur that,
when taken together with all other ERISA Events that have occurred or are
reasonably expected to occur, would be materially likely to result in a Material
Adverse Change.

                  SECTION 3.09. Disclosure. Neither the Information Memorandum
nor the reports, financial statements, certificates or other written information
referred to in Section 3.04 or delivered after the date hereof by or on behalf
of any Credit Party to the Administrative Agent, the Collateral Agent or any
Lender pursuant to Section 5.01 (taken together with all other information so
furnished and as modified or supplemented by other information so furnished)
contained or will contain, in each case as of the date delivered, any material
misstatement of fact or omitted or will omit to state, in each case as of the
date delivered, any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information or other forward
looking information, the Borrower represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.

                  SECTION 3.10. Security Interests. (a) When executed and
delivered, the Guarantee and Collateral Agreement will be effective to create in
favor of the Collateral Agent for the benefit of the Secured Parties a valid and
enforceable security interest in the US Facilities Collateral (as defined
therein), to the extent contemplated by the Guarantee and Collateral Agreement,
and (i) when the US Facilities Collateral constituting certificated securities
(as defined in the Uniform Commercial Code) is delivered to the Collateral Agent
thereunder together with instruments of transfer duly endorsed in blank, the
Guarantee and Collateral Agreement will create, to the extent contemplated by
the Guarantee and Collateral Agreement, a perfected security interest in all
right, title and interest of the Grantors in such certificated securities to the
extent perfection is governed by the Uniform Commercial Code as in effect in any
applicable jurisdiction, subject to no other Lien other than Liens permitted
under Section 6.02 that take priority over security interests in certificated
securities perfected by the possession of such securities under the Uniform
Commercial Code as in effect in the applicable jurisdiction, and (ii) when
financing statements in appropriate form are filed in the offices

                                       45



specified in the Perfection Certificate, the Guarantee and Collateral Agreement
will create a perfected security interest in all right, title and interest of
the Grantors in the remaining US Facilities Collateral to the extent perfection
can be obtained by filing Uniform Commercial Code financing statements in such
jurisdictions, subject to no other Lien other than Liens permitted under Section
6.02. The exclusion of the Consent Assets (as defined in the Guarantee and
Collateral Agreement) from the US Facilities Collateral does not materially
reduce the aggregate value of the US Facilities Collateral.

                  (b) Each Mortgage, upon execution and delivery by the parties
thereto, will create in favor of the Collateral Agent, for the benefit of the
Secured Parties, a legal, valid and enforceable Lien on all the applicable
mortgagor's right, title and interest in and to the Mortgaged Properties subject
thereto and the proceeds thereof, and when the Mortgages have been filed in the
counties specified in Schedule 3.10(b), the Mortgages will create perfected
Liens on all right, title and interest of the mortgagors in the Mortgaged
Properties and the proceeds thereof, prior and superior in right to Liens in
favor of any other Person (other than Liens or other encumbrances for which
exceptions are taken in the policies of title insurance delivered in respect of
the Mortgaged Properties on or prior to the Effective Date and Liens permitted
under Section 6.02).

                  (c) Upon the recordation of the Guarantee and Collateral
Agreement or a memorandum of such Agreement with the United States Patent and
Trademark Office, the Guarantee and Collateral Agreement will create a perfected
Lien on all right, title and interest of the Grantors in the Material
Intellectual Property in which a security interest may be perfected by such
recordation in the United States Patent and Trademark Office, in each case prior
and superior in right to any other Person, subject to Liens permitted under
Section 6.02 (it being understood that subsequent recordings in the United
States Patent and Trademark Office may be necessary to perfect a Lien on
registered trademarks and trademark applications acquired by the Grantors after
the Effective Date). As of the Effective Date, Schedule 3.10(c) sets forth all
the Material Intellectual Property.

                  (d) Upon the recordation of the Guarantee and Collateral
Agreement with the Federal Aviation Administration, the Guarantee and Collateral
Agreement will create a perfected Lien on all right, title and interest of the
Grantors in the Aircraft Collateral (as defined in the Guarantee and Collateral
Agreement) in which a security interest may be perfected by such recordation
with the Federal Aviation Administration, in each case prior and superior in
right to any other Person, subject to Liens permitted under Section 6.02.

                  (e) None of the Perfection Certificate or any other written
information relating to the Collateral delivered after the date hereof by or on
behalf of any Credit Party to the Administrative Agent, the Collateral Agent or
any Lender pursuant to any provision of any Credit Document is or will be
incorrect when delivered in any respect material to the rights or interests of
the Lenders under the Credit Documents.

                  SECTION 3.11. Use of Proceeds and Letters of Credit. The
proceeds of the Loans and the Letters of Credit will be used only for the
purposes referred to in the preamble to this Agreement. No part of the proceeds
of any Loan will be used, whether

                                       46



directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations T, U and X.

                  SECTION 3.12. Cash Balance at Borrowing. Immediately after the
making of each Loan, the aggregate amount of the cash, cash equivalents and
Permitted Investments held by the Borrower and its Domestic Subsidiaries
(excluding Goodyear Dunlop Tires NA) (after giving effect to the incurrence of
such Loans and the application of the proceeds thereof and any other cash or
Permitted Investments on hand (to the extent such proceeds and/or other cash or
Permitted Investments are actually used on the date of such Loans for a
permitted purpose other than an investment in Permitted Investments)) shall not
be in excess of $300,000,000.

                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01. Effective Date. This Agreement shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 9.02):

                  (a) The Administrative Agent (or its counsel) shall have
         received from the Borrower, the Administrative Agent and Lenders
         representing at least the Majority Lenders under the Existing Credit
         Agreement either (i) counterparts of this Agreement signed on behalf of
         each such party or (ii) written evidence satisfactory to the
         Administrative Agent (which may include telecopy transmission of a
         signed signature page of this Agreement) that each such party has
         signed a counterpart of this Agreement.

                  (b) The Administrative Agent shall have received favorable
         written opinions (addressed to the Administrative Agent and the Lenders
         and dated the Effective Date) of (i) Covington & Burling, counsel for
         the Borrower, substantially in the form of Exhibit E-1 and (ii) the
         General Counsel, the Associate General Counsel or an Assistant General
         Counsel of the Borrower, substantially in the form of Exhibit E-2, and
         covering such other matters relating to the Credit Parties, the Credit
         Documents or the Transactions as the Administrative Agent or the
         Majority Lenders shall reasonably request.

                  (c) The Administrative Agent shall have received such
         documents and certificates as the Administrative Agent or its counsel
         may reasonably request relating to the organization, existence and good
         standing of each Credit Party, the authorization by the Credit Parties
         of the Transactions and any other legal matters relating to the
         Borrower, the other Credit Parties, the Credit Documents or the
         Transactions, all in form and substance reasonably satisfactory to the
         Administrative Agent and its counsel.

                  (d) The Lenders shall have received drafts in substantially
         final form of the Borrower's Annual Report on Form 10-K for the fiscal
         year ended December 31, 2002, containing the Borrower's consolidated
         balance sheet and statements of

                                       47



         income, stockholders' equity and cash flows as of the end of and for
         such fiscal year.

                  (e) The representations and warranties set forth in Article
         III shall be true and correct in all material respects on the Effective
         Date and the Administrative Agent shall have received a certificate
         signed by a Financial Officer to that effect.

                  (f) The Borrower and the other Credit Parties shall be in
         compliance with all the terms and provisions set forth herein and in
         the other Credit Documents in all material respects on their part to be
         observed or performed, and at the time of and immediately after the
         Effective Date, no Default shall have occurred and be continuing, and
         the Administrative Agent shall have received a certificate signed by a
         Financial Officer to that effect.

                  (g) the Convertible Term Loan Agreement dated as of February
         4, 1998, between the Borrower and Banque Nationale de Paris S.A.,
         Dublin Branch, as amended and in effect on the date hereof, shall have
         been terminated.

                  (h) The Administrative Agent shall have received all fees and
         other amounts due and payable on or prior to the Effective Date,
         including, to the extent invoiced, reimbursement or payment of all
         out-of-pocket expenses required to be reimbursed or paid by the
         Borrower hereunder.

                  (i) The Administrative Agent shall have received (i) a
         completed Perfection Certificate dated the Effective Date and signed by
         a Financial Officer, together with all attachments contemplated
         thereby, and (ii) the results of a search of the Uniform Commercial
         Code (or equivalent) filings made with respect to the Credit Parties in
         the jurisdictions referred to in paragraph 1 of the Perfection
         Certificate and copies of the financing statements (or similar
         documents) disclosed by such search.

                  (j) the Administrative Agent shall have received from the
         Borrower and each Domestic Subsidiary (other than the Excluded
         Subsidiaries and the Consent Subsidiaries) a counterpart of the
         Guarantee and Collateral Agreement duly executed and delivered on
         behalf of the Borrower or such Subsidiary as a US Guarantor and (except
         in the case of a Subsidiary that shall have had consolidated assets of
         less than $10,000,000 at December 31, 2002) a US Facilities Grantor;

                  (k) the Collateral Agent shall have received certificates
         representing all Equity Interests (other than any uncertificated Equity
         Interests) pledged pursuant to the Guarantee and Collateral Agreement,
         together with undated stock powers or other instruments of transfer
         with respect thereto endorsed in blank;

                  (l) all Uniform Commercial Code financing statements and
         recordations with the United States Patent and Trademark Office and the
         Federal Aviation Administration required by law or reasonably requested
         by the Collateral Agent to be filed or recorded to perfect the Liens
         intended to be created on the US Facilities Collateral (to the extent
         such Liens may be perfected by filings under

                                       48



         the Uniform Commercial Code as in effect in any applicable jurisdiction
         or by filings with the United States Patent and Trademark Office or the
         Federal Aviation Administration) shall have been filed or recorded or
         delivered to the Collateral Agent for filing or recording; and

                  (m) the Collateral Agent shall have received (i) counterparts
         of a Mortgage with respect to each Mortgaged Property, duly executed
         and delivered by the record owner of such Mortgaged Property, (ii) a
         policy or policies of title insurance issued by a nationally recognized
         title insurance company insuring the Lien of each such Mortgage as a
         valid first Lien on the Mortgaged Property described therein, free of
         any other Liens (other than Liens referred to in such policies of title
         insurance and acceptable to the Administrative Agent and Liens
         permitted by Section 6.02), together with such endorsements as the
         Collateral Agent or the Majority Lenders may reasonably request, and
         (iii) such legal opinions and other documents as shall reasonably have
         been requested by the Collateral Agent with respect to any such
         Mortgage or Mortgaged Property.

The Collateral Agent may enter into agreements with the Borrower to grant
extensions of time for the perfection of security interests in or the obtaining
of surveys, title insurance, legal opinions or other documents with respect to
particular assets (including extensions beyond the Effective Date for the
perfection of security interests in the assets of the Grantors on such date)
where it determines that perfection cannot be accomplished without undue effort
or expense by the time or times at which it would otherwise be required by this
Agreement or the Security Documents. The Loans made, the application of the
proceeds thereof and the termination of existing Indebtedness on the Effective
Date shall be deemed to occur simultaneously.

                  The Administrative Agent shall notify the Borrower and the
Lenders of the Effective Date in writing, and such notice shall be conclusive
and binding. Notwithstanding the foregoing, the obligations of the Lenders to
make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall
not become effective unless each of the foregoing conditions shall have been
satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New
York City time, on April 1, 2003 (and, in the event such conditions are not so
satisfied or waived, the Commitments shall terminate at such time).

                  SECTION 4.02. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing (other than a conversion or
continuation of an outstanding Borrowing), and of each Issuing Bank to issue,
amend, renew or extend any Letter of Credit, shall be subject to the
satisfaction of the following conditions:

                  (a) The representations and warranties of the Borrower set
         forth in this Agreement and in the other Credit Documents (insofar as
         they relate to the transactions provided for herein or to the
         Collateral securing the Obligations) shall be true and correct in all
         respects material to the rights or interests of the Lenders under the
         Credit Documents on and as of the date of such Borrowing or the date of
         issuance, amendment, renewal or extension of such Letter of Credit, as
         applicable, with the same effect as though made on and as of such date,
         except to

                                       49



         the extent such representations and warranties expressly relate to an
         earlier date and except for those representations and warranties set
         forth in clause (b) of Section 3.04 and in Sections 3.05 and 3.08.

                  (b) At the time of and immediately after giving effect to such
         Borrowing or the issuance, amendment, renewal or extension of such
         Letter of Credit, as applicable, no Event of Default shall have
         occurred and be continuing and no breach of the delivery requirements
         of Section 5.01(a) or (b) shall have occurred and be continuing.

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 (a) and
(b) of this Section.

                                    ARTICLE V

                              Affirmative Covenants

                  Until the Commitments shall have expired or been terminated
and the principal of and interest on each Loan and all fees payable hereunder
shall have been paid in full and all Letters of Credit shall have expired or
terminated and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:

                  SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and each Lender:

                  (a) as soon as available and in any event within 110 days
         after the end of each fiscal year of the Borrower, its audited
         consolidated balance sheet and related statements of income,
         stockholders' equity and cash flows as of the end of and for such year,
         setting forth in each case in comparative form the figures for the
         previous fiscal year, all reported on by PricewaterhouseCoopers or
         other independent public accountants of recognized national standing
         (without any qualification or exception as to the scope of such audit)
         to the effect that such consolidated financial statements present
         fairly in all material respects the financial condition and results of
         operations of the Borrower and its Consolidated Subsidiaries in
         accordance with GAAP consistently applied;

                  (b) as soon as available and in any event within 60 days after
         the end of each of the first three fiscal quarters of each fiscal year
         of the Borrower, its consolidated balance sheet and related statements
         of income, stockholders' equity and cash flows as of the end of and for
         such fiscal quarter and the then elapsed portion of the fiscal year,
         setting forth in each case in comparative form the figures for the
         corresponding period or periods of (or, in the case of the balance
         sheet, as of the end of) the previous fiscal year, all certified by one
         of its Financial Officers as presenting fairly in all material respects
         the financial condition and results of operations of the Borrower and
         its Consolidated Subsidiaries in

                                       50



         accordance with GAAP consistently applied, subject to normal year-end
         audit adjustments and the absence of footnotes;

                  (c) at the time of each delivery of financial statements under
         clause (a) or (b) above, a certificate of a Financial Officer (i)
         certifying as to whether a Default has occurred and, if a Default has
         occurred, specifying the details thereof and any action taken or
         proposed to be taken with respect thereto, (ii) demonstrating
         compliance with Sections 6.08, 6.09, 6.10 and 6.11 at the end of the
         period to which such financial statements relate and for each
         applicable period then ended, and (iii) stating whether any change in
         GAAP or in the application thereof has occurred since the date of the
         most recent audited financial statements delivered under clause (a)
         above (or, prior to the delivery of any such financial statements,
         since December 31, 2002) and, if any such change has occurred,
         specifying the effect of such change on the financial statements
         accompanying such certificate;

                  (d) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by the Borrower or any Subsidiary with the United States
         Securities and Exchange Commission, or any Governmental Authority
         succeeding to any or all of the functions of said Commission, or with
         any national securities exchange, or distributed by the Borrower to its
         shareholders generally, as the case may be;

                  (e) at the time of each delivery of financial statements under
         clause (a) or (b) above, and at such other times as the Borrower may
         determine, a certificate of a Financial Officer identifying each
         Domestic Subsidiary formed or acquired after the Effective Date and not
         previously identified in a certificate delivered pursuant to this
         paragraph, stating whether each such Domestic Subsidiary is a Consent
         Subsidiary and describing the factors that shall have led to the
         identification of any such Domestic Subsidiary as a Consent Subsidiary;

                  (f) from time to time, all information and documentation
         required to be delivered under Section 4.04 of the Guarantee and
         Collateral Agreement;

                  (g) at the time of each delivery of financial statements under
         clause (a) or (b) above, a certificate of a Financial Officer of the
         Borrower certifying that the requirements of Section 5.08 have been
         satisfied in all material respects; and

                  (h) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of the Borrower or any Subsidiary, or compliance with the
         terms of this Agreement, or the perfection of the security interests
         created by the Security Documents, as the Administrative Agent or any
         Lender may reasonably request.

Information required to be delivered pursuant to this Section 5.01 shall be
deemed to have been delivered if such information, or one or more annual or
quarterly reports containing such information, shall have been posted by the
Administrative Agent on an IntraLinks or similar site to which the Lenders have
been granted access or shall be

                                       51



available on the website of the Securities and Exchange Commission at
http://www.sec.gov; provided that the Borrower shall deliver paper copies of
such information to any Lender that requests such delivery. Information required
to be delivered pursuant to this Section 5.01 may also be delivered by
electronic communications pursuant to procedures approved by the Administrative
Agent.

                  SECTION 5.02. Notices of Defaults. The Borrower will furnish
to the Administrative Agent and each Lender prompt written notice of the
occurrence of any Default, together with a statement of a Financial Officer or
other executive officer of the Borrower setting forth the details of the event
or development requiring such notice and any action taken or proposed to be
taken with respect thereto.

                  SECTION 5.03. Existence; Conduct of Business. The Borrower
will, and will cause each of the Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business, except to the extent that failures to keep in
effect such rights, licenses, permits, privileges and franchises would not be
materially likely, individually or in the aggregate for all such failures, to
result in a Material Adverse Change; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.04.

                  SECTION 5.04. Maintenance of Properties. The Borrower will,
and will cause each of the Subsidiaries to, keep and maintain all its property
in good working order and condition, ordinary wear and tear excepted, except to
the extent any failure to do so would not, individually or in the aggregate, be
materially likely to result in a Material Adverse Change (it being understood
that the foregoing shall not prohibit any sale of any assets permitted by
Section 6.06).

                  SECTION 5.05. Books and Records; Inspection and Audit Rights.
The Borrower will, and will cause each of the Subsidiaries to, keep books of
record and account sufficient to enable the Borrower to prepare the financial
statements and other information required to be delivered under Section 5.01.
The Borrower will, and will cause each of the Subsidiaries to, permit any
representatives designated by the Administrative Agent (or by any Lender acting
through the Administrative Agent), upon reasonable prior notice, to visit and
inspect its properties (accompanied by a representative of the Borrower) and to
discuss its affairs, finances and condition with its officers, all at such
reasonable times and as often as reasonably requested.

                  SECTION 5.06. Compliance with Laws. The Borrower will, and
will cause each of the Subsidiaries to, comply with all laws, including
Environmental Laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property, except where the failure to do so,
individually or in the aggregate, would not be materially likely to result in a
Material Adverse Change.

                  SECTION 5.07. Insurance. The Borrower will, and will cause
each of the Subsidiaries to, maintain, with financially sound and reputable
insurance companies,

                                       52



insurance in such amounts and against such risks as are customary among
companies of established reputation engaged in the same or similar businesses
and operating in the same or similar locations, except to the extent the failure
to do so would not be materially likely to result in a Material Adverse Change.
The Borrower will furnish to the Administrative Agent or any Lender, upon
request, information in reasonable detail as to the insurance so maintained.

                  SECTION 5.08. Guarantees and Collateral. (a) In the event that
there shall at any time exist any Domestic Subsidiary (other than an Excluded
Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and
Collateral Agreement, the Borrower will promptly notify the Collateral Agent
(including in such notice the information that would have been required to be
set forth with respect to such Subsidiary in the Perfection Certificate if such
Subsidiary had been one of the Grantors listed therein) and will, within 30 days
(or such longer period as may be reasonable under the circumstances) after such
notification, deliver to the Collateral Agent a supplement to the Guarantee and
Collateral Agreement, in substantially the form specified therein, duly executed
and delivered on behalf of such Domestic Subsidiary, pursuant to which such
Domestic Subsidiary will become a party to and a US Guarantor and, if it elects
to become a US Facilities Grantor or if its consolidated assets are greater than
$10,000,000 as of December 31, 2002, or if later, as of the end of the most
recent fiscal quarter for which financial statements have been delivered
pursuant to Section 5.01(a) or (b), a US Facilities Grantor, in each case as
defined in the Guarantee and Collateral Agreement.

                  (b) In the event that the Borrower or any other Grantor shall
at any time directly own any Equity Interests of any Subsidiary (other than (i)
Equity Interests in any Subsidiary with consolidated assets not greater than
$10,000,000 as of December 31, 2002, or if later, as of the end of the most
recent fiscal quarter for which financial statements have been delivered
pursuant to Section 5.01(a) or (b), (ii) Equity Interests in any Excluded
Subsidiary or Consent Subsidiary and (iii) Equity Interests already pledged in
accordance with this paragraph or Section 4.01(l)), the Borrower will promptly
notify the Collateral Agent and will, within 30 days (or such longer period as
may be reasonable under the circumstances) after such notification, cause such
Equity Interests to be pledged under the Guarantee and Collateral Agreement and
cause to be delivered to the Collateral Agent any certificates representing such
Equity Interests, together with undated stock powers or other instruments of
transfer with respect thereto endorsed in blank; provided, that (A) no Grantor
shall be required to pledge more than 65% of outstanding voting Equity Interests
of any Foreign Subsidiary and (B) no Grantor shall be required to pledge any
Equity Interests in any Foreign Subsidiary if a Financial Officer shall have
delivered a certificate to the Administrative Agent certifying that the Borrower
has determined, on the basis of reasonable inquiries in the jurisdiction of such
Person, that such pledge would affect materially and adversely the ability of
such Person to conduct its business in such jurisdiction.

                  (c) In the event that the Borrower or any other Grantor shall
at any time directly own any Equity Interests of any Material Foreign Subsidiary
(other than Equity Interests already pledged in accordance with this paragraph
and Equity Interests in any Consent Subsidiary), the Borrower will promptly
notify the Collateral Agent and will

                                       53



take all such actions as the Collateral Agent shall reasonably request and as
shall be available under applicable law to cause such Equity Interests to be
pledged under a Foreign Pledge Agreement and cause to be delivered to the
Collateral Agent any certificates representing such Equity Interests, together
with undated stock powers or other instruments of transfer with respect thereto
endorsed in blank; provided, that (A) no Grantor shall be required to pledge
more than 65% of outstanding voting Equity Interests of any Foreign Subsidiary
and (B) no Grantor shall be required to pledge any Equity Interests in any
Person if a Financial Officer shall have delivered a certificate to the
Administrative Agent certifying that the Borrower has determined, on the basis
of reasonable inquiries in the jurisdiction of such Person, that such pledge
would affect materially and adversely the ability of such Person to conduct its
business in such jurisdiction.

                  (d) In the event that the Borrower or any other Grantor shall
at any time own any Material Intellectual Property (other than Material
Intellectual Property as to which the actions required by this paragraph have
already been taken), the Borrower will promptly notify the Collateral Agent and
will file all Uniform Commercial Code financing statements and recordations with
the Patent and Trademark Office as shall be required by law or reasonably
requested by the Collateral Agent to be filed or recorded to perfect the Liens
intended to be created on the US Facilities Collateral (to the extent such Liens
may be perfected by filings under the Uniform Commercial Code as in effect in
any applicable jurisdiction or by filings with the United States Patent and
Trademark Office); provided, that if the consents of Persons other than the
Borrower and the Wholly Owned Subsidiaries would be required under applicable
law or the terms of any agreement in order for a security interest to be created
in any Material Intellectual Property under the Guarantee and Collateral
Agreement, a security interest shall not be required to be created in such
Material Intellectual Property prior to the obtaining of such consents. The
Borrower will endeavor in good faith to obtain any consents required to permit
any security interest in Material Intellectual Property to be created under the
Guarantee and Collateral Agreement.

                  (e) The Borrower will, and will cause each Subsidiary to,
execute any and all further documents, financing statements, agreements and
instruments, and take all such further actions, as may be reasonably requested
by the Collateral Agent in order to cause the security interests purported to be
created by the Security Documents or required to be created under the terms of
this Agreement to constitute valid security interests, perfected in accordance
with this Agreement.

                  (f) During the period of 45 days after the Effective Date, the
Borrower will endeavor in good faith to obtain any consents of third parties
required in order for each Domestic Subsidiary listed on Part II of Schedule
1.01A to execute the Guarantee and Collateral Agreement as a US Guarantor and,
if its consolidated assets are greater than $10,000,000 as of December 31, 2002,
or if later, as of the end of the most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 5.01(a) or (b), a US
Facilities Grantor and perform its obligations thereunder, or in order for
Equity Interests of each such Subsidiary to be pledged under the Security
Documents, as the case may be, and shall advise the Collateral Agent in writing
whether such

                                       54



consents have been obtained, and if such consents have been obtained, will cause
such Domestic Subsidiary to execute the Guarantee and Collateral Agreement as
provided in paragraph (a) above or cause the Equity Interests of each such
Domestic Subsidiary to be pledged under the Security Documents, as provided in
paragraph (b) above, as the case may be.

                                   ARTICLE VI

                               Negative Covenants

                  Until the Commitments shall have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Lenders that:

                  SECTION 6.01. Indebtedness and Preferred Equity Interests. The
Borrower will not, and will not permit any Consolidated Subsidiary to, create,
incur, assume or permit to exist any Indebtedness, or issue any preferred stock
or other preferred Equity Interests, except:

                  (a) Indebtedness under this Agreement (and related
         Indebtedness under the Security Documents);

                  (b) Indebtedness under the other New Facilities Credit
         Agreements (and related Indebtedness under the Security Documents) in
         an amount for each New Facilities Credit Agreement not greater than the
         aggregate amount of the outstanding loans and unfunded commitments of
         the lenders thereunder on the Effective Date, and additional
         Indebtedness that may be incurred under the ABL Facilities that does
         not result in the aggregate principal amount of Indebtedness under the
         ABL Facilities exceeding $1,600,000,000;

                  (c) other Indebtedness existing (or incurred pursuant to
         commitments to lend existing) on March 31, 2003, substantially all of
         which is set forth or described in Schedule 6.01 (as such Schedule 6.01
         shall be modified in connection with the delivery of financial
         statements in respect of the fiscal period ended on March 31, 2003);

                  (d) Indebtedness owed to the Borrower or any Subsidiary and
         permitted under Section 6.05(b);

                  (e) Guarantees expressly permitted under Section 6.05;

                  (f) Indebtedness of Foreign Subsidiaries (other than the
         European JV and its subsidiaries and Luxembourg Finance (it being
         understood that Indebtedness of Goodyear S.A., organized under the laws
         of Luxembourg, existing on the date hereof shall be counted against the
         limitation set forth in this Section 6.01(f) from

                                       55



         and after the date on which it becomes secured)) in an aggregate
         principal amount (excluding Indebtedness existing or incurred under the
         other clauses of this Section 6.01 and under Section 6.05(b)) not
         greater than $200,000,000 outstanding at any time;

                  (g) Securitization Transactions (other than those permitted by
         Sections 6.01(j), (l) and (r)) in an aggregate amount not greater than
         $275,000,000 outstanding at any time;

                  (h) Indebtedness of the Borrower or any Subsidiary incurred to
         finance the acquisition, construction or improvement of any fixed or
         capital assets, including Capital Lease Obligations and any
         Indebtedness assumed in connection with the acquisition of any such
         assets or secured by a Lien on any such assets prior to the acquisition
         thereof; provided that such Indebtedness is incurred prior to or within
         180 days after such acquisition or the completion of such construction
         or improvement;

                  (i) Attributable Debt of the Borrower or any Subsidiary
         incurred pursuant to Sale and Leaseback Transactions permitted by
         Section 6.03;

                  (j) Indebtedness of any Person that becomes a Subsidiary after
         the date hereof as a result of a transaction expressly permitted under
         Section 6.05(e); provided that such Indebtedness exists at the time
         such Person becomes a Subsidiary and is not created in contemplation of
         or in connection with such Person becoming a Subsidiary;

                  (k) obligations of the Borrower and the Subsidiaries existing
         on the date hereof (other than Guarantees, Securitization Transactions
         and Sale and Leaseback Transactions) that would not constitute
         Indebtedness that would appear as liabilities on a consolidated balance
         sheet of the Borrower under GAAP as in effect on the date hereof and
         that, as a result of changes in GAAP after the date hereof, shall be
         required to be reflected on such a balance sheet as liabilities;

                  (l) Indebtedness of any Subsidiary that is not a Consolidated
         Subsidiary under GAAP as in effect on the date hereof (and in the event
         that any such Subsidiary shall become a Consolidated Subsidiary,
         Indebtedness of such Subsidiary existing at the time it becomes a
         Consolidated Subsidiary);

                  (m) any extension, renewal, refinancing or replacement of any
         Indebtedness referred to in any of clauses (a) through (l) above that
         does not increase the outstanding principal amount thereof (except to
         the extent necessary to pay the fees, expenses, underwriting discounts
         and prepayment premiums in connection therewith) or change the parties
         directly or indirectly responsible for the payment of such
         Indebtedness; provided that (i) any such refinancing or replacement
         Indebtedness shall not shorten the maturity of the Indebtedness
         refinanced or replaced or add a requirement not previously applicable
         to the Indebtedness refinanced or replaced that such Indebtedness be
         prepaid, redeemed,

                                       56



         repurchased or defeased on one or more scheduled dates or upon the
         happening of one or more events (other than events of default or change
         of control events) before the maturity of the Indebtedness being
         refinanced or replaced and (ii) any such refinancing or replacement of
         Indebtedness under any revolving credit or similar facility shall be
         accompanied by the termination of the portion of the commitments under
         such facility under which such refinanced or replaced Indebtedness
         shall have been outstanding;

                  (n) Indebtedness arising from the honoring of a check, draft
         or similar instrument presented by the Borrower or a Subsidiary against
         insufficient funds;

                  (o) Indebtedness pursuant to any Swap Agreement entered into
         to hedge against risks to which the businesses of the Borrower and the
         Subsidiaries are exposed, and not for speculative purposes;

                  (p) unsecured surety and performance bonds entered into in the
         ordinary course of business and not securing Indebtedness;

                  (q) other unsecured Indebtedness for borrowed money of the
         Borrower, or preferred Equity Interests of the Borrower ("Permitted
         Preferred Stock"), or any combination thereof, not maturing or required
         to be prepaid, redeemed, repurchased or defeased prior to the Maturity
         Date, whether on one or more scheduled dates or upon the happening of
         one or more events (other than events of default (or similar events
         relating to Equity Interests) or change of control events), and any
         Guarantee of such Indebtedness provided by any Subsidiary that is a US
         Guarantor under the Guarantee and Collateral Agreement that is
         subordinated to the Obligations on terms in no material respect less
         favorable to the Lenders than market terms prevailing at the time such
         Guarantee is issued; provided that the aggregate principal or stated
         amount of such Indebtedness (or of the Indebtedness it Guarantees) or
         preferred Equity Interests created or assumed pursuant to this clause
         (q) and outstanding at any time, without duplication, shall not exceed
         $1,000,000,000; provided further, that for purposes of this paragraph,
         any trust preferred stock or similar preferred Equity Interest issued
         by a special purpose entity substantially all the assets of which
         consist of Indebtedness or preferred Equity Interests of the Borrower
         will be deemed to be a preferred Equity Interest of the Borrower;

                  (r) a Securitization Transaction in an aggregate amount not
         greater than $15,000,000 outstanding at any time involving accounts
         receivable, rights to future lease payments or residuals or other
         financial assets, and related property of Goodyear Australia Pty
         Limited; and

                  (s) other Indebtedness in an aggregate amount at any time
         outstanding not to exceed $25,000,000.

                  SECTION 6.02. Liens. The Borrower will not, and will not
permit any Consolidated Subsidiary to, create, incur, assume or permit to exist
any Lien on any

                                       57



property or asset now owned or hereafter acquired by it, or assign or sell any
income or revenues (including accounts receivable) or rights in respect of any
thereof (other than sales of delinquent receivables and sales of receivables in
the ordinary course of business (other than Securitization Transactions and
factoring transactions) for the purpose of accelerating collection of such
receivables), except:

                  (a) Liens created under the New Facility Documents;

                  (b) Permitted Encumbrances;

                  (c) any Lien on any property or asset of the Borrower or any
         Subsidiary existing on the Effective Date and set forth in Schedule
         6.02; provided that (i) such Lien shall not apply to any other property
         or asset of the Borrower or any Subsidiary and (ii) such Lien shall
         secure only those obligations which it secures on the Effective Date
         and extensions, renewals and replacements thereof that do not increase
         the outstanding principal amount thereof;

                  (d) any Lien existing on any property or asset prior to the
         acquisition thereof by the Borrower or any Subsidiary or existing on
         any property or asset of any Person that becomes a Subsidiary after the
         date hereof prior to the time such Person becomes a Subsidiary;
         provided that (i) such Lien secures Indebtedness permitted by clause
         (h) or (j) of Section 6.01, (ii) such Lien is not created in
         contemplation of or in connection with such acquisition or such Person
         becoming a Subsidiary, as the case may be, (iii) such Lien shall not
         apply to any other property or assets of the Borrower or any
         Subsidiary, and (iv) such Lien shall secure only those obligations
         which it secures on the date of such acquisition or the date such
         Person becomes a Subsidiary, as the case may be, and extensions,
         renewals and replacements thereof that do not increase the outstanding
         principal amount thereof;

                  (e) Liens on assets acquired, constructed or improved by the
         Borrower or any Subsidiary; provided that (i) such Liens secure
         Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such
         Liens and the Indebtedness secured thereby are incurred prior to or
         within 180 days after such acquisition or the completion of such
         construction or improvement, (iii) the Indebtedness secured thereby
         does not exceed the cost of acquiring, constructing or improving such
         assets and (iv) such Liens shall not apply to any other property or
         assets of the Borrower or any Subsidiary;

                  (f) Liens on assets of Foreign Subsidiaries (other than the
         European JV and its subsidiaries and Luxembourg Finance) securing
         Indebtedness incurred under Section 6.01(f);

                  (g) Liens in connection with Securitization Transactions
         permitted under Section 6.01(g) and (r);

                  (h) Liens in connection with Sale and Leaseback Transactions
         permitted by Section 6.03;

                                       58



                  (i) Liens on specific items of inventory or other goods (and
         proceeds thereof) securing obligations in respect of bankers'
         acceptances issued for the account of the Borrower or a Subsidiary to
         facilitate the purchase, shipment or storage of such items of inventory
         or other goods;

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

                  (k) any interest of a lessor in property subject to an
         operating lease;

                  (l) Liens referred to in policies of title insurance with
         respect to Mortgaged Property delivered to the Administrative Agent
         prior to the Effective Date; and

                  (m) other Liens on assets not constituting Collateral;
         provided that the aggregate amount of the Indebtedness and other
         obligations secured by such Liens shall at no time exceed $25,000,000.

                  SECTION 6.03. Sale and Leaseback Transactions. The Borrower
will not, and will not permit any of the Consolidated Subsidiaries to, enter
into or be party to any Sale and Leaseback Transaction other than (a) Sale and
Leaseback Transactions existing on the date hereof and any replacement Sale and
Leaseback Transactions that do not involve assets other than those subject to
the Sale and Leaseback Transactions they replace and do not increase the
Attributable Debt related thereto and (b) other Sale and Leaseback Transactions
the aggregate outstanding Attributable Debt in respect of which does not exceed
$100,000,000.

                  SECTION 6.04. Fundamental Changes. The Borrower will not, and
will not permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
sell, transfer, lease or otherwise dispose of (in one transaction or in a series
of transactions) assets (including capital stock of Subsidiaries) constituting
all or substantially all the assets of the Borrower and its Consolidated
Subsidiaries, taken as a whole, or, in the case of the Borrower, liquidate or
dissolve, except that, if at the time thereof and immediately after giving
effect thereto no Default shall have occurred and be continuing (i) any
Subsidiary may merge into the Borrower in a transaction in which the Borrower is
the surviving corporation, (ii) any Subsidiary may merge into any other
Subsidiary in a transaction in which the surviving entity is a Subsidiary;
except that no Domestic Subsidiary may merge into a Foreign Subsidiary, (iii)
any sale of a Subsidiary made in accordance with Section 6.06 may be effected by
a merger of such Subsidiary and (iv) any Subsidiary may sell, transfer, lease or
otherwise dispose of its assets to the Borrower or to another Subsidiary;
provided that any Investment that takes the form of a merger or consolidation
(other than any merger or consolidation involving the Borrower) that is
expressly permitted by Section 6.05 shall be permitted under this Section 6.04.

                                       59



                  SECTION 6.05. Investments, Loans, Advances and Guarantees. The
Borrower will not, and will not permit any of the Consolidated Subsidiaries to,
purchase or acquire (including pursuant to any merger with any Person that was
not a Wholly Owned Subsidiary prior to such merger) any capital stock, evidences
of Indebtedness or securities (including any option, warrant or other right to
acquire any of the foregoing) of, make any loans or advances to, make any
Guarantee of any obligations of, or make any investment in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit (each of the
foregoing, an "Investment" in such Person), except:

                  (a) Permitted Investments;

                  (b) Investments by the Borrower and the Subsidiaries in
         Subsidiaries or the Borrower; provided that no Investment shall made by
         any Credit Party in a Subsidiary that is not a Credit Party pursuant to
         this clause (c) except (i) Investments (A) to fund working capital
         needs of such Subsidiary, (B) to replace amounts available under credit
         facilities or other financings of such Subsidiary existing on the date
         hereof that shall have matured or shall have been terminated or
         reduced, (C) to cover losses from operations of such Subsidiary and (D)
         to provide funds for Capital Expenditures or acquisitions permitted to
         be made by such Subsidiary; provided further, that Equity Interests in
         the European JV or any subsidiary thereof may not be transferred to any
         Subsidiary that is not the European JV or any subsidiary thereof;

                  (c) any Investment by a Credit Party in a Consolidated
         Subsidiary that is not a Credit Party in the form of a transfer of
         assets used in or directly relating to any manufacturing process (but
         excluding any cash or financial asset) from a jurisdiction having
         higher manufacturing costs to a jurisdiction having lower manufacturing
         costs, provided that the aggregate book value of all assets subject to
         all such transfers from and after the Effective Date shall not exceed
         $250,000,000; and any Investment by Goodyear Dunlop Tires NA in a
         Consolidated Subsidiary;

                  (d) Guarantees expressly permitted under Section 6.01;

                  (e) on or after June 30, 2003, the acquisition of any Equity
         Interest; provided that the aggregate consideration paid by the
         Borrower and the Subsidiaries in all such acquisitions (including
         Indebtedness assumed by the Borrower or any Subsidiary) shall not
         exceed $100,000,000 plus the aggregate Net Cash Proceeds from
         Prepayment Events after the date hereof that (i) shall not have been
         required to be applied to prepay loans under any of the New Facilities
         Credit Agreements and (ii) shall not have been used to make Capital
         Expenditures that would otherwise have been prohibited by Section 6.08;

                  (f) Guarantees not permitted by any other clause of this
         Section 6.05 incurred in the ordinary course of business and consistent
         with past practices in an

                                       60



         aggregate amount for all such Guarantees at any time outstanding not
         exceeding $50,000,000;

                  (g) Investments received in connection with the bankruptcy or
         reorganization of, or settlement of delinquent accounts and disputes
         with, customers and suppliers, in each case in the ordinary course of
         business;

                  (h) Investments for consideration consisting solely of common
         stock of the Borrower;

                  (i) Equity Interests and debt obligations obtained by the
         Borrower or any Subsidiary as consideration for any asset sale
         permitted under Section 6.06;

                  (j) Investments in Persons in which the Borrower or any
         Subsidiary has an Equity Interest on the date hereof, including
         Wingfoot Commercial Tire Systems LLC, SAVA Tires Joint Venture Holding
         d.o.o. and South Pacific Tyres that are (i) required to be made as a
         result of the exercise by other holders of Equity Interests in such
         joint ventures of put options or (ii) required to avoid dilution of the
         Borrower's or such Subsidiary's percentage ownership interest therein
         and in an aggregate amount not greater than $200,000,000 during the
         term of this Agreement;

                  (k) Investments that are included in Capital Expenditures for
         the respective periods during which such Investments are made and that
         are permitted under Section 6.08;

                  (l) the purchase of Equity Interests in Sava Joint Venture
         Holding d.o.o.;

                  (m) loans and advances to officers and employees of the
         Borrower and its Subsidiaries in the ordinary course of business;

                  (n) Investments in prepaid expenses in the ordinary course of
         business or in respect of required pension fund contributions;

                  (o) negotiable instruments held for collection and lease,
         utility, workers' compensation, performance and other similar deposits
         in the ordinary course of business;

                  (p) Investments in any Subsidiary that engages in no
         activities other than those related to a Securitization Transaction in
         order to capitalize such Subsidiary at a level customary for a
         securitization vehicle in such a transaction;

                  (q) Investments constituting loans or advances by the European
         J.V. or any J.V. Subsidiary (as defined in the European Facilities
         Agreement) to the Borrower or any of its Subsidiaries (other than the
         European JV, its Subsidiaries and Luxembourg Finance) as part of cash
         management consistent with past practices in an aggregate amount for
         all such Investments at any time outstanding not exceeding $75,000,000,
         other than Investments the proceeds of which are

                                       61



         used (i) to repay loans under the US Term Facility Agreement or (ii) if
         there are no outstanding loans under the US Term Facility Agreement, to
         reduce commitments under the US Revolving Facility in an amount equal
         to the amount of such Investments;

                  (r) Investments of the proceeds of any Securitization
         Transaction under Section 6.01(r) in South Pacific Tyres; and

                  (s) Investments not permitted by any other clause of this
         Section in an aggregate amount at any time outstanding not greater than
         $25,000,000.

                  SECTION 6.06. Asset Dispositions. The Borrower will not, and
will not permit any of the Consolidated Subsidiaries to, sell, transfer, lease
or otherwise dispose of (each a "Sale") any asset, including any Equity
Interest, owned by it, nor will the Borrower permit any of the Subsidiaries to
issue any additional Equity Interest in such Subsidiary, except:

                  (a) Sales in the ordinary course of business of inventory and
         worn out or surplus equipment and Permitted Investments, and Sales in
         the ordinary course of business and consistent with past practices of
         assets other than property, plant, Investments in Subsidiaries and
         Intellectual Property; provided that licensing of Intellectual Property
         in the ordinary course of business and consistent with past practices
         shall be permitted;

                  (b) Sales to the Borrower or a Subsidiary; provided that any
         such sale, transfer or disposition by a Credit Party to a Subsidiary
         that is not a Credit Party shall be made in compliance with Section
         6.05;

                  (c) the Sale of Equity Interests in Sava Joint Venture Holding
         d.o.o. to the European JV or any Subsidiary thereof (and any sale of
         such Equity Interests to the Borrower in connection therewith);

                  (d) Sales of accounts receivable or interests therein in
         Securitization Transactions permitted under Sections 6.01(g) and (r);

                  (e) Sales of assets in Sale and Leaseback Transactions
         permitted under Section 6.03;

                  (f) Sales of any Equity Interests in any Person that is not a
         Subsidiary;

                  (g) Sales to Persons other than the Borrower or any Subsidiary
         of assets listed on Schedule 6.06; provided that (i) at least 50% of
         the consideration received in each such Sale of the assets listed on
         Part I of Schedule 6.06 shall consist of cash and (ii) at least 75% of
         the consideration received in each other such Sale listed on Part II of
         Schedule 6.06 shall consist of cash;

                  (h) Sales to the extent the aggregate value of the
         consideration received in any such Sale or series of related Sales does
         not exceed $10,000,000;

                                       62



                  (i) Investments expressly permitted by Section 6.05; and

                  (j) Sales (other than Sales of accounts receivable or
         inventory) that are not permitted by any other clause of this Section
         6.06; provided that (i) the aggregate consideration received in respect
         of all such Sales in reliance upon this clause (j) shall not exceed
         $250,000,000 in the aggregate, (ii) all Sales permitted pursuant to
         this clause (j) shall be made for fair value, as reasonably determined
         by the Borrower, and (iii) at least 75% of the consideration received
         in each such Sale shall consist of cash.

                  SECTION 6.07. Restricted Payments. (a) The Borrower will not,
and will not permit any of the Subsidiaries to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, except that (i) the
Borrower may declare and pay dividends payable solely in additional shares of
its common stock, (ii) so long as no Event of Default shall exist, the Borrower
may declare and pay cash dividends and other regularly scheduled distributions
on shares of its Permitted Preferred Stock, (iii) Subsidiaries may make
Restricted Payments ratably with respect to any class of their respective Equity
Interests, (iv) the Borrower may make Restricted Payments pursuant to and in
accordance with stock option or rights plans or other benefit plans for
management, employees, directors or consultants of the Borrower or any
Subsidiary and (v) the Borrower and its Subsidiaries may make Investments
expressly permitted under Section 6.05(j).

                  (b) The Borrower will not, nor will it permit any of the
Subsidiaries to, make or agree to make, directly or indirectly, any payment or
other distribution (whether in cash, securities or other property), except
payments or distributions made in common stock of the Borrower, to any Person
other than the Borrower or a Subsidiary in respect of principal of or interest
on any Indebtedness, or any payment or other distribution (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, defeasance, acquisition,
cancelation or termination of any Indebtedness of the Borrower or any
Subsidiary, except:

                  (i) payments and prepayments under this Agreement (ratably in
         accordance with the Commitments of the Lenders) and the other New
         Facilities Credit Agreements;

                  (ii) regularly scheduled and other mandatory interest and
         principal payments (including pursuant to sinking fund requirements) as
         and when due in respect of any Indebtedness;

                  (iii) refinancings of Indebtedness to the extent permitted by
         Section 6.01(m), including the payment of customary fees, costs and
         expenses in connection therewith, and including additional cash
         payments in an aggregate amount for all such refinancings not to
         exceed, in the case of any refinancing, 5% of the principal amount
         being refinanced; and

                                       63



                  (iv) the payment of secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness.

                  SECTION 6.08. Capital Expenditures. The Borrower and the
Subsidiaries will not make Capital Expenditures in any period set forth below in
an amount greater than (a) the sum of (i) the amount set forth below for such
period and each prior period plus (ii) that portion of the aggregate Net Cash
Proceeds from Prepayment Events after the date hereof that shall not have been
required to be applied to prepay loans under any of the New Facilities Credit
Agreements (and shall not have been used to make Investments under Section
6.05(e) in excess of the $100,000,000 limitation set forth therein) minus (b)
the aggregate amount of Capital Expenditures made during any prior period set
forth below:



           Period                                          Capital Expenditure Amount
           ------                                          --------------------------
                                                        
1/1/03 through 12/31/03                                           $360,000,000
1/1/04 through 12/31/04                                           $500,000,000
1/1/05 through Maturity Date                                      $200,000,000


                  SECTION 6.09. Interest Expense Coverage Ratio. The Borrower
will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated
Interest Expense for any period of four consecutive fiscal quarters to be less
than 2.25 to 1.00.

                  SECTION 6.10. Consolidated Net Worth. The Borrower will not
permit Consolidated Net Worth at the end of any fiscal quarter to be less than
the amount set forth below for such date.



Fiscal Quarter Ending                                   Minimum Amount
- ---------------------                                   --------------
                                                     
March 31, 2003                                          2,800,000,000
June 30, 2003                                           2,800,000,000
September 30, 2003                                      2,800,000,000
December 31, 2003                                       2,800,000,000
March 31, 2004                                          2,500,000,000
June 30, 2004                                           2,500,000,000
September 30, 2004                                      2,500,000,000
December 31, 2004                                       2,500,000,000
March 31, 2005                                          2,000,000,000


                                       64



                  SECTION 6.11. Senior Secured Indebtedness Ratio. The Borrower
will not at any date permit the ratio of (a) Consolidated Senior Secured
Indebtedness at such date to (b) Consolidated EBITDA for the most recent period
of four consecutive fiscal quarters for which financial statements have been
delivered pursuant to Section 5.01(a) or (b), to be greater than 4.00 to 1.00.

                                   ARTICLE VII

                                Events of Default

                  If any of the following events ("Events of Default") shall
occur:

                  (a) the Borrower shall fail to pay any principal of any Loan
         or any reimbursement obligation in respect of any LC Disbursement when
         and as the same shall become due and payable, whether at the due date
         thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan or
         any fee or any other amount (other than an amount referred to in clause
         (a) of this Article) payable under this Agreement or any other Credit
         Document, when and as the same shall become due and payable, and such
         failure shall continue unremedied for a period of (i) in the case of
         fees and interest payable under Sections 2.10 and 2.11, respectively,
         five Business Days, and (ii) in the case of any other fees, interest or
         other amounts (other than those referred to in paragraph (a) above),
         five Business Days after the earlier of (A) the day on which a
         Financial Officer first obtains knowledge of such failure and (B) the
         day on which written notice of such failure shall have been given to
         the Borrower by the Administrative Agent or any Lender or Issuing Bank;

                  (c) any representation or warranty made or deemed made by or
         on behalf of any Credit Party in any Credit Document or any amendment
         or modification thereof or waiver thereunder shall prove to have been
         incorrect when made or deemed made in any respect material to the
         rights or interests of the Lenders under the Credit Documents;

                  (d) the Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in Section 5.02, 5.03 (with
         respect to the Borrower's existence) or 5.08 or in Article VI;

                  (e) any Credit Party shall fail to observe or perform any
         covenant, condition or agreement contained in any Credit Document
         (other than those specified in clauses (a), (b) and (d) of this
         Article), and such failure shall continue unremedied for a period of 30
         days after written notice thereof from the Administrative Agent to the
         Borrower (which notice will be given at the request of any Lender);
         provided, that the failure of any Credit Party to perform any covenant,
         condition or agreement made in any Credit Document (other than this
         Agreement) shall not constitute an Event of Default unless such failure
         shall be (i)

                                       65



         wilful or (ii) material to the rights or interests of the Lenders under
         the Credit Documents;

                  (f) the Borrower or any Consolidated Subsidiary shall fail to
         make any payment of principal in respect of any Material Indebtedness
         at the scheduled due date thereof and such failure shall continue
         beyond any applicable grace period, or any event or condition occurs
         that results in any Material Indebtedness (other than any
         Securitization Transaction existing on the date hereof) becoming due or
         being required to be prepaid, repurchased, redeemed, defeased or
         terminated prior to its scheduled maturity; provided that this clause
         (f) shall not apply to (i) secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness in accordance with the terms and conditions
         of this Agreement or (ii) Material Indebtedness of any Foreign
         Subsidiary if the Borrower is unable, due to applicable law restricting
         Investments in such Foreign Subsidiary, to make an Investment in such
         Foreign Subsidiary to fund the payment of such Material Indebtedness;

                  (g) any event or condition occurs that continues beyond any
         applicable grace period and enables or permits the holder or holders of
         any Material Indebtedness (other than (i) any Securitization
         Transaction existing on the date hereof and (ii) any Material
         Indebtedness of any Foreign Subsidiary in an aggregate principal amount
         that is less than $50,000,000) or any trustee or agent on its or their
         behalf to cause such Material Indebtedness to become due, or to require
         the prepayment, repurchase, redemption, defeasance or termination
         thereof, prior to its scheduled maturity; provided that (i) no Event of
         Default shall occur under this paragraph (g) as a result of any event
         or condition relating to the ABL Credit Agreement or any Securitization
         Transaction, other than any default in the payment of principal or
         interest thereunder that does not result from a change in borrowing
         base eligibility criteria or reserves made by the administrative agent
         thereunder as to which there is good faith disagreement and (ii) this
         clause (g) shall not apply to (i) secured Indebtedness that becomes due
         as a result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness in accordance with the terms and conditions
         of this Agreement or (ii) Material Indebtedness of any Foreign
         Subsidiary if the Borrower is unable, due to applicable law restricting
         Investments in such Foreign Subsidiary, to make an Investment in such
         Foreign Subsidiary to fund the payment of such Material Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of the Borrower or any
         Material Subsidiary or its debts, or of a substantial part of its
         assets, under any Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law now or hereafter in effect or (ii) the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any Material
         Subsidiary or for a substantial part of its assets, and, in any such
         case, such proceeding or petition shall continue undismissed for 90
         days or an order or decree approving or ordering any of the foregoing
         shall be entered;

                                       66



                  (i) the Borrower or any Material Subsidiary shall (i)
         voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization or other relief under any Federal, state or
         foreign bankruptcy, insolvency, receivership or similar law now or
         hereafter in effect, (ii) consent to the institution of, or fail to
         contest in a timely and appropriate manner, any proceeding or petition
         described in clause (h) of this Article, (iii) apply for or consent to
         the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any Material
         Subsidiary or for a substantial part of its assets, (iv) make a general
         assignment for the benefit of creditors or (v) take any action for the
         purpose of effecting any of the foregoing;

                  (j) the Borrower or any Material Subsidiary shall admit in
         writing its inability or fail generally to pay its debts as they become
         due;

                  (k) an ERISA Event shall have occurred that, when taken
         together with all other ERISA Events that have occurred, would be
         materially likely to result in a Material Adverse Change;

                  (l) Liens created under the Security Documents shall not be
         valid and perfected Liens on a material portion of the Collateral;

                  (m) any Guarantee of the Obligations under the Guarantee and
         Collateral Agreement shall fail to be a valid, binding and enforceable
         Guarantee of one or more Subsidiary Guarantors where such failure would
         constitute or be materially likely to result in a Material Adverse
         Change; or

                  (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Majority Lenders shall, by notice to the Borrower, take any or
all of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower, and (iii) demand cash
collateral with respect to any Letters of Credit pursuant to Section 2.04(j);
and in case of any event with respect to the Borrower described in clause (h) or
(i) of this Article, the Commitments shall automatically terminate, the
principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, and the Borrower's obligation to provide
cash collateral for Letters of Credit shall become effective, in each case
without

                                       67



presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.

                                  ARTICLE VIII

                                   The Agents

                  Each of the Lenders hereby irrevocably appoints the Agents as
its agents and authorizes the Agents to take such actions on its behalf and to
exercise such powers as are delegated to the Agents by the terms hereof and of
the other Credit Documents, together with such actions and powers as are
reasonably incidental thereto.

                  The bank or banks serving as the Agents hereunder shall have
the same rights and powers in their capacity as Lenders as any other Lender and
may exercise the same as though they were not Agents, and such bank or banks and
their Affiliates may accept deposits from, lend money to and generally engage in
any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if they were not Agents hereunder.

                  The Agents shall not have any duties or obligations except
those expressly set forth herein. Without limiting the generality of the
foregoing (a) the Agents shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the
Agents shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby that the Agents are required to exercise in writing by the
Majority Lenders, and (c) except as expressly set forth herein, the Agents shall
not have any duty to disclose, and shall not be liable for the failure to
disclose, any information communicated to the Agents by or relating to the
Borrower or any Subsidiary. The Agents shall not be liable for any action taken
or not taken by them with the consent or at the request of the Majority Lenders
or the Lenders, as the case may be, or in the absence of their own gross
negligence or wilful misconduct. In addition, the Agents shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Agents by the Borrower or a Lender, and the Agents shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement, (ii)
the contents of any certificate, report or other document delivered hereunder or
in connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article III or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Agents.

                  The Agents shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by them to be genuine
and to have been signed or sent by the proper Person. The Agents also may rely
upon any statement made to them orally or by telephone and believed by them to
be made by the proper Person, and shall

                                       68



not incur any liability for relying thereon. The Agents may consult with legal
counsel (who may be counsel for the Borrower), independent accountants and other
experts selected by them with reasonable care, and shall not be liable for any
action taken or not taken by them in accordance with the advice of any such
counsel, accountants or experts.

                  The Agents may perform any and all their duties and exercise
their rights and powers by or through any one or more sub-agents appointed by
the Agents. The Agents and any such sub-agent may perform any and all their
duties and exercise their rights and powers through their respective Affiliates.
The exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Affiliates of the Agents and any such sub-agent.

                  Subject to the appointment and acceptance of a successor Agent
as provided below, either Agent may resign at any time by notifying the Lenders
and the Borrower. Upon any such resignation, the Majority Lenders shall have the
right to appoint a successor with the Borrower's written consent (which shall
not be unreasonably withheld or delayed and shall not be required from the
Borrower if an Event of Default has occurred and is continuing). If no successor
shall have been so appointed by the Majority Lenders and shall have accepted
such appointment within 30 days after the retiring Agent gives notice of its
resignation, then the retiring Agent may, on behalf of the Lenders, with the
Borrower's written consent (which shall not be unreasonably withheld or delayed
and shall not be required if an Event of Default has occurred and is
continuing), appoint a successor Agent which shall be a bank or an Affiliate
thereof, in each case with a net worth of at least $1,000,000,000 and an office
in New York, New York. Upon the acceptance of its appointment as Agent hereunder
by a successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After an
Agent's resignation hereunder, the provisions of this Article and Section 9.03
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Agents 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 Agents 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.

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

                                   ARTICLE IX

                                       69



                                  Miscellaneous

                  SECTION 9.01. Notices. (a) Except in the case of notices and
other communications expressly permitted to be given by telephone (and subject
to paragraph (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy or e-mail,
as follows:

                  (i) if to the Borrower, to it at 1144 East Market Street,
         Akron, Ohio, 44316-0001, Attention of the Treasurer (Telecopy No. (330)
         796-6502 or (330) 796-8836);

                  (ii) if to the Administrative 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);

                  (iii) if to a Lender, to it at its address (or telecopy number
         or e-mail address) set forth in Schedule 2.01 or its Administrative
         Questionnaire; and

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

                  (b) Notices and other communications to the Lenders hereunder
may be delivered or furnished by electronic communications pursuant to
procedures approved by the Administrative Agent; provided that the foregoing
shall not apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

                  (c) Any party hereto may change its address, telecopy number
or e-mail address for notices and other communications hereunder by notice to
the other parties hereto. All notices and other communications given to any
party hereto in accordance with the provisions of this Agreement shall be deemed
to have been given on the date of receipt.

                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by
any of the Agents, any Issuing Bank or any Lender in exercising any right or
power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Agents, any Issuing Banks and the Lenders hereunder are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any
departure by 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

                                       70



only in the specific instance and for the purpose for which given. Without
limiting the generality of the foregoing, the making of a Loan or issuance of a
Letter of Credit shall not be construed as a waiver of any Default, regardless
of whether any Agent, any Lender or any Issuing Bank may have had notice or
knowledge of such Default at the time.

                  (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 or the definition of "Majority Lenders", without
the prior written consent of each Lender. All prepayments made pursuant to this
Section shall be without premium, penalty or other cost of any kind and shall
not be subject to the requirements of Sections 2.16.

                  (c) No other Credit Document or any provision thereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Credit Parties party thereto and the Administrative
Agent or Collateral Agent, as the case may be, with the consent of the Majority
Lenders; provided that no such amendment, modification or waiver shall (i)
reduce the principal amount of any LC Disbursement or reduce the rate of
interest thereon, or reduce any fees payable hereunder, or postpone the date of
any scheduled payment of any LC Disbursement, or any interest thereon, or reduce
the amount of, waive or excuse any such payment, without the written consent of
each Lender adversely affected thereby, (ii) release all or substantially all
the Subsidiary Guarantors from their Guarantees under the Guarantee and
Collateral Agreement, or release all or substantially all the Collateral from
the Liens of the Security Documents, without the written consent of each Lender,
(iii) change any provision of the Guarantee and Collateral Agreement or any
other Security Document to alter the amount or allocation of any payment to be
made to the Secured Parties without the consent of each adversely affected
Lender, (iv) change the provisions of this paragraph or paragraph (d) below
without the written consent of each adversely affected Lender or (v) amend,
modify or otherwise affect the rights or duties of the Collateral Agent under
any Credit Document without the prior written consent of such Agent.

                  (d) For purposes of paragraph (b) above, (i) all references in
such paragraph to the "Agent" shall be deemed to be references to the
Administrative Agent, (ii) all references in such paragraph to the "Facility
Fees" and the "Utilization Fee" shall be deemed to refer to portions of the
Commitment Fee or the interest rate margins established under Section 2.11, as
the case may be, equal to the Facility Fees and the Utilization Fee that would
have been payable under the Existing Credit Agreement (it

                                       71



being acknowledged that the fees applicable to the unused Commitments and the
Letters of Credit, and the sum of the fees and interest rates applicable to the
Loans and LC Disbursements, under this Agreement will under all circumstances be
greater than those that would have been applicable under the Existing Credit
Agreement). At all times after the Commitments shall have terminated, any
amendment, modification or waiver that under paragraph (b) or (c) of this
Section would require the consent of the Majority Lenders will also require the
consent of Lenders holding outstanding Loans and LC Exposures representing a
majority of the aggregate outstanding Loans and LC Exposures. Each Lender
acknowledges and agrees that while certain provisions of Section 9.05(b) and
Section 2.16 of the Existing Credit Agreement have been changed (in the form of
paragraph (b) above and Section 2.16(a)) to reflect and properly refer to other
provisions of this Agreement, such Sections, and the protections afforded to the
Lenders thereby, have not otherwise been changed.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Agents, the Arranger and their Affiliates (including the reasonable fees,
charges and disbursements of Cravath, Swaine & Moore, counsel for the Agents and
the Arranger, and Allen & Overy and other local and foreign counsel for the
Agents and Arranger, limited to one per jurisdiction, in connection with the
Security Documents and the creation and perfection of the Liens created thereby
and other local and foreign law matters) in connection with the arrangement and
syndication of the credit facilities provided for herein, the preparation,
execution, delivery and administration of this Agreement and the other Credit
Documents or any amendments, modifications or waivers of the provisions hereof
or thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated), (ii) all reasonable out-of-pocket expenses incurred by 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 Agents, any Issuing Bank or
any Lender, including the fees, charges and disbursements of any counsel for the
Agents, the Issuing Bank or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Loans made or Letters of Credit
issued hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or similar negotiations in respect of such Loans or
Letters of Credit. The Borrower also shall pay all out-of-pocket expenses
incurred by the Collateral Agent in connection with the creation and perfection
of the security interests contemplated by this Agreement, including all filing,
recording and similar fees and, as more specifically set forth above, the
reasonable fees and disbursements of counsel (including foreign counsel in
connection with Foreign Pledge Agreements).

                  (b) The Borrower shall indemnify each Agent, the Arranger,
each Issuing Bank and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the reasonable fees, charges and
disbursements of any counsel for any Indemnitee), incurred by or asserted
against any Indemnitee and arising out of (i) the execution or delivery of this
Agreement or any other Credit Document or other agreement or instrument

                                       72



contemplated hereby, the performance by the parties hereto of their respective
obligations or the exercise by the parties hereto of their rights hereunder or
thereunder or the consummation of the Transactions or any other transactions
contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of
the proceeds thereof (including any refusal by any Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property currently or formerly owned or operated by the
Borrower or any of its Subsidiaries, or any Environmental Liability related in
any way to the Borrower or any of its Subsidiaries, or (iv) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses shall have resulted from the gross negligence or
wilful misconduct of such Indemnitee or the breach by such Indemnitee of
obligations set forth herein or in any other Credit Document.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to any Agent, Arranger or Issuing Bank under paragraph
(a) or (b) of this Section, each Lender severally agrees to pay to such Agent or
Issuing Bank, as the case may be, such Lender's Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against such Agent, Arranger or Issuing Bank
in its capacity as such.

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto, the Indemnitees and their respective successors and assigns permitted
hereby (including any Affiliate of any Issuing Bank that issues any Letter of
Credit), except that (i) the Borrower may not assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by the Borrower without such
consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this
Section. Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, Indemnitees, their
respective successors and assigns permitted hereby (including any Affiliate of
any Issuing Bank that issues any Letter of Credit), Participants (to the extent
provided in paragraph (c) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Agents, the Arranger,
the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

                  (b)(i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees (including any CLO
or other Approved Fund) all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitments and the Loans at
the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld or delayed) of:

                                       73



                  (A) the Borrower; provided that no consent of the Borrower
         shall be required for an assignment to a Lender, an Affiliate of a
         Lender (other than an Approved Fund or CLO), a Federal Reserve Bank or,
         if an Event of Default has occurred and is continuing, any other
         assignee; and

                  (B) the Administrative Agent; provided that no consent of the
         Administrative Agent shall be required for an assignment to an assignee
         that is a Lender, an Affiliate of a Lender, a Federal Reserve Bank or
         an Approved Fund.

                  (ii) Assignments shall be subject to the following additional
conditions:

                  (A) except in the case of an assignment to a Lender or an
         Affiliate of a Lender, the amount of the Commitment of the assigning
         Lender subject to each such assignment (determined as of the date the
         Assignment and Assumption with respect to such assignment is delivered
         to the Administrative Agent) shall not be less than $5,000,000 or, if
         smaller, the entire remaining amount of the assigning Lender's
         Commitment unless each of the Borrower and the Administrative Agent
         shall otherwise consent, provided (i) that no such consent of the
         Borrower shall be required if an Event of Default has occurred and is
         continuing and (ii) in the event of concurrent assignments to two or
         more assignees that are Affiliates of one another, or to two or more
         Approved Funds managed by the same investment advisor or by affiliated
         investment advisors, all such concurrent assignments shall be
         aggregated in determining compliance with this subsection;

                  (B) each partial assignment shall be made as an assignment of
         a proportionate part of all the assigning Lender's rights and
         obligations under this Agreement;

                  (C) the parties to each assignment shall execute and deliver
         to the Administrative Agent an Assignment and Assumption, together with
         a processing and recordation fee of $3,500; provided that in the event
         of concurrent assignments to two or more assignees that are Affiliates
         of one another, or to two or more Approved Funds managed by the same
         investment advisor or by affiliated investment advisors, only one such
         fee shall be payable; and

                  (D) the assignee, if it shall not be a Lender, shall deliver
         to the Administrative Agent an Administrative Questionnaire.

                  (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled

                                       74



to the benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this Section 9.04 shall be treated for purposes of this Agreement as
a sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (c) of this Section. Each assignment hereunder shall
be deemed to be an assignment of the related rights under the Guarantee and
Collateral Agreement.

                  (iv) The Administrative Agent shall maintain at one of its
offices a copy of each Assignment and Assumption delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans and LC Disbursements owing to,
each Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent, the Issuing Banks and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower, any
Issuing Bank and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

                  (v) Upon its receipt of a duly completed Assignment and
Assumption executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Assumption and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

                  (vi) By executing and delivering an Assignment and Assumption,
the assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Commitment and the outstanding balances of its Loans, in each case without
giving effect to assignments thereof that have not become effective, are as set
forth in such Assignment and Assumption; (ii) except as set forth in clause (i)
above, such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or any other Credit Document or any
other instrument or document furnished pursuant hereto or thereto, or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any of the foregoing, or the financial condition of the Credit Parties or the
performance or observance by the Credit Parties of any of their obligations
under this Agreement or under any other Credit Document or any other instrument
or document furnished pursuant hereto or thereto; (iii) each of the assignee and
the assignor represents and warrants that it is legally authorized to enter into
such Assignment and Assumption; (iv) such assignee confirms that it has received
a copy of this Agreement, together with

                                       75



copies of any amendments or consents entered into prior to the date of such
Assignment and Assumption and copies of the most recent financial statements
delivered pursuant to Section 5.01 and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into such Assignment and Assumption; (v) such assignee will independently and
without reliance upon the Agents, such assigning Lender or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement; (vi) such assignee appoints and authorizes the Agents to
take such action as agents on its behalf and to exercise such powers under this
Agreement and the other Credit Documents as are delegated to them by the terms
hereof and thereof, together with such powers as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance with
their terms all the obligations that by the terms of this Agreement are required
to be performed by it as a Lender.

                  (c)(i) Any Lender may, without the consent of the Borrower,
the Administrative Agent or any Issuing Bank, sell participations to one or more
banks or other entities (each a "Participant") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and the Loans owing to it); provided that (A) such
Lender's obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative Agent,
the Issuing Banks and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver that
affects such Participant and that, under Section 9.02, would require the consent
of each affected Lender. Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.16(d) as though it were a Lender.

                  (ii) A Participant shall not be entitled to receive any
greater payment under Section 2.13 or 2.15 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower's prior written consent, which consent shall specifically
refer to this exception. A Participant that would be a Foreign Lender if it were
a Lender shall not be entitled to the benefits of Section 2.15 unless the
Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.15(e) as though it were a Lender.

                                       76



                  (d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that Agent, any Issuing Bank or any Lender may have had notice or knowledge of
any Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid or any Letter of Credit
is outstanding and so long as the Commitments have not expired or terminated.
The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Letters of Credit and the Commitments or the termination
of this Agreement or any provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. This
Agreement shall become effective as provided in Section 4.01. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. No failure to obtain any approval required for the effectiveness
of any provision of this Agreement shall affect the validity or enforceability
of any other provision of this Agreement.

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing and the Loans shall have become due and payable
pursuant to

                                       77



Article VII, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the Borrower now or hereafter existing under
this Agreement held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement and although such obligations
may be unmatured. The rights of each Lender under this Section are in addition
to other rights and remedies (including other rights of setoff) which such
Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

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

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

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY

                                       78



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

                  SECTION 9.12. Confidentiality. Each of the Agents, the Issuing
Banks and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors who have been informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority
(including the NAIC), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) to the extent necessary or advisable in connection with
the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or the enforcement of rights hereunder, (f) subject
to an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower and its obligations, (g) with
the written consent of the Borrower or (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to any Agent, any Issuing Bank or any Lender on a
nonconfidential basis from a source other than the Borrower. For the purposes of
this Section, "Information" means all information received from the Borrower or
Persons acting on its behalf relating to the Borrower or its business, other
than any such information that is available to any Agent, any Issuing Bank or
any Lender prior to disclosure by the Borrower on a nonconfidential basis from a
source other than the Borrower that is not known by the recipient to be bound by
a confidentiality agreement or other obligation of confidentiality with respect
to such information. Notwithstanding anything herein to the contrary, any party
to this Agreement (and any employee, representative or other agent of such
party) may disclose to any and all persons, without limitation of any kind, the
tax treatment and tax structure of the transactions contemplated by this
Agreement and all materials of any kind (including opinions or other tax
analyses) that are provided to it relating to such tax treatment and tax
structure, but no party shall disclose any information relating to such tax
treatment or tax structure to the extent nondisclosure is necessary in order to
comply with applicable securities laws.

                                       79



                  SECTION 9.13. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively, the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Alternate Base Rate to the date of
repayment, shall have been received by such Lender.

                  SECTION 9.14. Security Documents. Each Lender hereby
authorizes and directs the Collateral Agent to execute and deliver the Guarantee
and Collateral Agreement and each other Security Document. Each Lender, by
executing and delivering this Agreement, acknowledges receipt of a copy of the
Guarantee and Collateral Agreement and approves and agrees to be bound by and to
act in accordance with the terms and conditions of the Guarantee and Collateral
Agreement and each other Security Document, specifically including (i) the
provisions of Article VI of the Guarantee and Collateral Agreement (governing
the exercise of remedies under the Security Documents and the distribution of
the proceeds realized from such exercise), (ii) the provisions of Article VIII
of the Guarantee and Collateral Agreement (governing the manner in which Acts of
the Secured Parties are to be evidenced and the manner in which the amounts of
the Obligations and the other Obligations (as defined in the Guarantee and
Collateral Agreement) are to be determined at any time), (iii) the provisions of
Articles IX and X of the Guarantee and Collateral Agreement (relating to the
duties and responsibilities of the Collateral Agent and providing for the
indemnification and the reimbursement of expenses of the Collateral Agent by the
Lenders), (iv) the provisions of Article XI of the Guarantee and Collateral
Agreement (providing for the subordination of certain Junior Liens (as defined
therein) in favor of the Secured Parties to the Applicable Senior Liens (as
defined therein)) and (v) the provisions of Section 13.13 of the Guarantee and
Collateral Agreement (providing for releases of Guarantees of and Collateral
securing the Obligations). Each party hereto further agrees that the foregoing
provisions of the Guarantee and Collateral Agreement shall apply to each other
Security Document.

                                       80



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

                                     THE GOODYEAR TIRE & RUBBER
                                     COMPANY,

                                          by   /s/ Stephanie W. Bergeron
                                             --------------------------
                                             Name:
                                             Title:

                                     JPMORGAN CHASE BANK, individually
                                     and as Administrative Agent and Collateral
                                     Agent,

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



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: ABN AMRO Bank N.V.

                  by    /s/ Neil J. Bivona
                     -------------------------------
                     Name:  Neil. J. Bivona
                     Title: Senior Vice President

                        /s/ David W. Stack
                     -------------------------------
                     Name:  David W. Stack
                     Title: Group Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Bank of America

                  by    /s/ Thomas Biaggi
                     --------------------------
                     Name:  Thomas Biaggi
                     Title: Managing Director



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: BANK OF TOYKO-MITSUBISHI TRUST COMPANY

                  by    /s/ Spencer Hughes
                     -----------------------------------------
                     Name:  Spencer Hughes
                     Title: Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Bank One, NA

                  by    /s/ Gaye C. Plunkett
                     -----------------------------
                     Name:  Gaye C. Plunkett
                     Title: First Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative 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/ Leonardo Valentini
                     --------------------------------------------
                     Name:  Leonardo Valentini
                     Title: First Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: The Bank of Nova Scotia

                  by    /s/ [Signature illegible]
                     -----------------------------------
                     Name:  [Signature illegible],
                             Assistant Agent
                     Title:



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: BARCLAYS BANK PLC

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



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

BNP PARIBAS

By    /s/ Frederick H. Moryl, Jr.
   ------------------------------
   Name:  Frederick H. Moryl, Jr.
   Title: Managing Director

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



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: CIBC Inc.

                  by    /s/ Charles D. Mulkeen
                     ---------------------------
                     Name:  Charles D. Mulkeen
                     Title: Executive Director



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Citibank, N.A.

                  by    /s/ Jonathan D. Calder
                     --------------------------
                     Name:  Jonathan D. Calder
                     Title: V.P.



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Citicorp USA, Inc

                  by    /s/ Brian Ike
                     --------------------
                     Name:  Brian Ike
                     Title: Director



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

                                   COMMERZBANK
                               AKTIENGESELLSCHAFT
                       NEW YORK AND GRAND CAYMAN BRANCHES
Name of Institution:

                  by    /s/ Graham A. Warning     /s/ John Marlatt
                     ----------------------------------------------------------
                     Name:  Graham A. Warning      Name:  John Marlatt
                     Title: Assistant Treasurer    Title: Senior Vice President



                                                                 SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Credit Lyonnais New York Branch

                  by    /s/ Guido Van Hauwermeiren
                     --------------------------------
                     Name:  Guido Van Hauwermeiren
                     Title: Senior Vice President



                                                                 SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Credit Suisse First Boston, Cayman Islands Branch

                  by    /s/ Mark E. Gleason
                     -------------------------------------------------
                     Name:  Mark E. Gleason
                     Title: Director

                  by    /s/ Cassandra Droogan
                     -------------------------------------------------
                     Name:  Cassandra Droogan
                     Title: Associate



                                                                 SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

                  DEUTSCHE BANK AG, NEW YORK BRANCH

                  by    /s/ Michael Dietz
                     ------------------------------
                     Name:  Michael Dietz
                     Title: Director

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



                                                                  SIGNATURE PAGE
                                               TO THE AMENDED AND RESTATED FIVE-
                                                 YEAR REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

                     DRESDNER BANK AG NEW YORK
Name of Institution: AND GRAND CAYMAN BRANCHES

                  by    /s/ James M. Gallagher
                     -------------------------------
                     Name:  James M. Gallagher
                     Title: Director

                  by    /s/ Sanjeev Malhotra
                     -------------------------------
                     Name:  Sanjeev Malhotra
                     Title: Associate



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: ING CAPITAL LLC

                  by    /s/ M. Densel Fulton
                     -----------------------------------
                     Name:  M. Densel Fulton
                     Title: Director



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: JPMORGAN CHASE BANK

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



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: KeyBank National Association

                  by    /s/ W. Robert Perkins
                     ------------------------
                     Name:  W. Robert Perkins
                     Title: Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Mizuho Corp. Bank, Ltd., NY Branch

                  by    /s/ Robert P. Gallagher, Jr.
                     -----------------------------------
                     Name:  Robert P. Gallagher, Jr.
                     Title: VP & Team Leader



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: National City Bank

                  by    /s/ Robert S. Coleman
                     -------------------------------------
                     Name:  Robert S. Coleman
                     Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: The Northern Trust Company

                  by    /s/ Craig Smith
                     -----------------------------------
                     Name:  Craig Smith
                     Title: Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Royal Bank of Canada

                  by    /s/ Scott Umbs
                     -----------------------------------
                     Name:  Scott Umbs
                     Title: Manager



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: SOCIETE GENERALE

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



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: STANDARD CHARTERED BANK

                  by    /s/ Neil McCauley
                     -----------------------------------
                     Name:  Neil McCauley
                     Title: Executive Vice President

                  by    /s/ Marc Chait
                     -----------------------------------
                     Name:  Marc Chait
                     Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: SUMITOMO MITSUI BANKING CORPORATION

                  by    /s/ Leo E. Pagarigan
                     -----------------------------------
                     Name:  Leo E. Pagarigan
                     Title: Senior Vice President

                                                                  SIGNATURE PAGE
                                                     TO THE AMENDED AND RESTATED
                                                      REVOLVING CREDIT AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                     AND JPMORGAN CHASE BANK, as
                                                            Administrative Agent



Name of Institution:   UFJ Bank Limited
                     ---------------------
                  by Russell Bohner
                     ---------------------
                     Name:  Russell Bohner
                     Title: Vice President

EX-4.2

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

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

                        $645,454,545 TERM LOAN AGREEMENT

                                   dated as of

                                 March 31, 2003

                                      among

                       THE GOODYEAR TIRE & RUBBER COMPANY,
                                  as Borrower,

                            The Lenders Party Hereto,

                              JPMORGAN CHASE BANK,
                            as Administrative Agent,

                          J.P. MORGAN SECURITIES INC.,

                                       and

                                   BNP PARIBAS

                  as Joint Bookrunners and Joint Lead Arrangers

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



                                TABLE OF CONTENTS

                                    ARTICLE I

                                   Definitions


                                                                                     Page
                                                                                     ----
                                                                                  
SECTION 1.01.  Defined Terms....................................................       1
SECTION 1.02.  Foreign Currency Translation.....................................      21
SECTION 1.03.  Terms Generally..................................................      21
SECTION 1.04.  Accounting Terms; GAAP...........................................      22


                                   ARTICLE II

                                   The Credits

                                                                                   
SECTION 2.01.  Commitments......................................................      22
SECTION 2.02.  Loans and Borrowings.............................................      22
SECTION 2.03.  Borrowings Procedure.............................................      23
SECTION 2.04.  Funding of Borrowings............................................      23
SECTION 2.05.  Interest Elections...............................................      24
SECTION 2.06.  Repayment of Loans; Evidence of Debt.............................      25
SECTION 2.07.  Prepayment of Loans..............................................      26
SECTION 2.08.  Fees.............................................................      27
SECTION 2.09.  Interest on Loans................................................      27
SECTION 2.10.  Alternate Rate of Interest.......................................      28
SECTION 2.11.  Increased Costs..................................................      28
SECTION 2.12.  Break Funding Payments...........................................      29
SECTION 2.13.  Taxes............................................................      30
SECTION 2.14.  Payments Generally; Pro Rata Treatment; Sharing of Setoffs.......      31
SECTION 2.15.  Mitigation Obligations; Replacement of Lenders...................      32



                                   ARTICLE III

                         Representations and Warranties

                                                                                   
SECTION 3.01.  Organization; Powers.............................................      33
SECTION 3.02.  Authorization; Enforceability....................................      33
SECTION 3.03.  Governmental Approvals; No Conflicts.............................      34
SECTION 3.04.  Financial Statements; No Material Adverse Change.................      34
SECTION 3.05.  Litigation and Environmental Matters.............................      34



                                        i



                                                                                   
SECTION 3.06.  Compliance with Laws and Agreements..............................      35
SECTION 3.07.  Investment and Holding Company Status............................      35
SECTION 3.08.  ERISA ...........................................................      35
SECTION 3.09.  Disclosure.......................................................      35
SECTION 3.10.  Security Interests...............................................      35
SECTION 3.11.  Use of Proceeds..................................................      37



                                   ARTICLE IV

                                   Conditions

                                                                                   
SECTION 4.01.  Effective Date...................................................      37



                                    ARTICLE V

                              Affirmative Covenants

                                                                                   
SECTION 5.01.  Financial Statements and Other Information.......................      40
SECTION 5.02.  Notices of Defaults..............................................      41
SECTION 5.03.  Existence; Conduct of Business...................................      41
SECTION 5.04.  Maintenance of Properties........................................      42
SECTION 5.05.  Books and Records; Inspection and Audit Rights...................      42
SECTION 5.06.  Compliance with Laws.............................................      42
SECTION 5.07.  Insurance........................................................      42
SECTION 5.08.  Guarantees and Collateral........................................      42



                                   ARTICLE VI

                               Negative Covenants

                                                                                   
SECTION 6.01.  Indebtedness and Preferred Equity Interests......................      45
SECTION 6.02.  Liens............................................................      47
SECTION 6.03.  Sale and Leaseback Transactions..................................      49
SECTION 6.04.  Fundamental Changes..............................................      49
SECTION 6.05.  Investments, Loans, Advances and Guarantees......................      50
SECTION 6.06.  Asset Dispositions...............................................      52
SECTION 6.07.  Restricted Payments..............................................      53
SECTION 6.08.  Capital Expenditures.............................................      54
SECTION 6.09.  Interest Expense Coverage Ratio..................................      54
SECTION 6.10.  Consolidated Net Worth...........................................      54
SECTION 6.11.  Senior Secured Indebtedness Ratio................................      55



                                       ii



                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                                   The Agents

                                   ARTICLE IX

                                  Miscellaneous

                                                                                   
SECTION 9.01.  Notices..........................................................      60
SECTION 9.02.  Waivers; Amendments..............................................      60
SECTION 9.03.  Expenses; Indemnity; Damage Waiver...............................      61
SECTION 9.04.  Successors and Assigns...........................................      62
SECTION 9.05.  Survival.........................................................      66
SECTION 9.06.  Counterparts; Integration; Effectiveness.........................      67
SECTION 9.07.  Severability.....................................................      67
SECTION 9.08.  Right of Setoff..................................................      67
SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process.......      67
SECTION 9.10.  WAIVER OF JURY TRIAL.............................................      68
SECTION 9.11.  Headings.........................................................      68
SECTION 9.12.  Confidentiality..................................................      69
SECTION 9.13.  Interest Rate Limitation.........................................      69
SECTION 9.14.  Security Documents...............................................      70



SCHEDULES:
Schedule 1.01A    --  Consent Subsidiaries
Schedule 1.01B    --  Mortgaged Property
Schedule 2.01     --  Commitments
Schedule 3.10(b)  --  Mortgages
Schedule 3.10(c)  --  Material Intellectual Property
Schedule 6.01     --  Existing Indebtedness
Schedule 6.02     --  Existing Liens
Schedule 6.06     --  Asset Dispositions

EXHIBITS:

Exhibit A  --  Form of Borrowing Request
Exhibit B  --  Form of Interest Election Request

                                      iii



Exhibit C    --  Form of Promissory Note
Exhibit D    --  Form of Assignment and Assumption
Exhibit E-1  --  Form of Opinion of Borrower's Outside Counsel
Exhibit E-1  --  Form of Opinion of Borrower's General Counsel
Exhibit F    --  Form of Master Guarantee and Collateral Agreement

                                       iv



                                 TERM LOAN AGREEMENT dated as of March 31, 2003,
                               among THE GOODYEAR TIRE & RUBBER COMPANY; the
                               LENDERS party hereto; and JPMORGAN CHASE BANK, as
                               Administrative Agent.

                  The Borrower has requested the Lenders, and the Lenders are
willing, to extend credit to the Borrower in order to enable it to borrow on the
date hereof an aggregate principal amount not in excess of $645,454,545. The
Lenders are willing to extend such credit to the Borrower on the terms and
subject to the conditions herein set forth. The proceeds of the Loans will be
used for general corporate purposes of the Borrower and the Subsidiaries.

                  Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

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

                  "ABL Facilities Agreement" means the $1,300,000,000 Term Loan
and Revolving Credit Agreement dated as of the date hereof among the Borrower,
certain lenders, JPMCB, as administrative agent, Citicorp USA, Inc., as
syndication agent, and Bank of America, N.A. and CIT Financial Group, as
documentation agents.

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Agent" means JPMCB, in its capacity as
administrative agent for the Lenders hereunder, and its successors in such
capacity.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.



                  "Agents" means the Administrative Agent and the Collateral
Agent.

                  "Alternate Base Rate" means, for any day, a rate per annum
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%. Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

                  "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment (or
after the Commitments have terminated, the percentage of the aggregate
outstanding Loans represented by such Lender's outstanding Loans).

                  "Approved Fund" means (a) with respect to any Lender, a CLO
managed by such Lender or by an Affiliate of such Lender and (b) with respect to
any Lender that is a fund which invests in bank loans and similar extensions of
credit, any other fund that invests in bank loans and similar extensions of
credit and is managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

                  "Arrangers" means J.P. Morgan Securities Inc. and BNP Paribas,
as Joint Bookrunners and Joint Lead Arrangers for the credit facilities
established by this Agreement.

                  "Assignment and Assumption" means an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit D or any other form approved by the Administrative Agent.

                  "Attributable Debt" means, with respect to any Sale and
Leaseback Transaction, the present value (computed in accordance with GAAP and,
in the case of a Sale and Leaseback Transaction that does not result in Capital
Lease Obligations, as if the obligations incurred in connection with such Sale
and Leaseback Transaction were Capital Lease Obligations) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale and Leaseback Transaction (including any period for
which such lease has been extended). In the case of any lease which is
terminable by the lessee upon payment of a penalty, the Attributable Debt shall
be the lesser of (i) the Attributable Debt determined assuming termination upon
the first date such lease may be terminated (in which case the Attributable Debt
shall also include the amount of the penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated) and (ii) the Attributable Debt determined assuming no such
termination.

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

                                        2



                  "Borrower" means The Goodyear Tire & Rubber Company, an Ohio
corporation.

                  "Borrowing" means Loans of the same Type, made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which a
single Interest Period is in effect.

                  "Borrowing Request" means a request by the Borrower for a
Borrowing in accordance with Section 2.03 in substantially the form of Exhibit A
hereto.

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

                  "Capital Expenditures" means, for any period, (a) the
additions to property, plant and equipment and other capital expenditures of the
Borrower and the Subsidiaries that are (or would be) set forth in a statement of
cash flows of the Borrower and its Consolidated Subsidiaries for such period
prepared in accordance with GAAP, excluding capitalized software expenses, and
(b) Capital Lease Obligations incurred by the Borrower and its Consolidated
Subsidiaries during such period (other than any such Capital Lease Obligations
that shall relate to assets acquired in transactions reflected in Capital
Expenditures for any earlier period). For purposes of this definition, (i) the
purchase price of equipment or other fixed assets that are purchased
simultaneously with the trade-in of existing assets or with insurance proceeds
shall be included in Capital Expenditures only to the extent of the gross amount
by which such purchase price exceeds the credit granted by the seller of such
assets for the assets being traded in at such time or the amount of such
insurance proceeds, as the case may be, and (ii) acquisitions permitted by
Section 6.05(e) shall be excluded.

                  "Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                   "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934, as amended, and the
rules of the United States Securities and Exchange Commission thereunder as in
effect on the date hereof), of Equity Interests representing more than 50% of
the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower; or (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of

                                       3



the Borrower by Persons who were neither (i) directors on the date hereof or
nominated by the board of directors of the Borrower nor (ii) appointed by
directors so nominated.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.11(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

                  "CLO" means any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Lender or an Affiliate of
such Lender.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "Collateral" means that portion of the "Collateral", as
defined in the Guarantee and Collateral Agreement, that secures the Obligations.

                  "Collateral Agent" means JPMCB, in its capacity as collateral
agent for the Lenders under the Guarantee and Collateral Agreement and the other
Security Documents.

                  "Commitment" means, with respect to each Lender, the
commitment of such Lender to make Loans on the Effective Date, expressed as an
amount representing the maximum permitted aggregate amount of the Loans to be
made by such Lender. The initial amount of each Lender's Commitment is set forth
on Schedule 2.01. The initial aggregate amount of the Lenders' Commitments is
$645,454,545.

                  "Consent Subsidiary" means (a) any Subsidiary listed on Part I
or Part II of Schedule 1.01A and (b) any Subsidiary not on Schedule 1.01A or
formed or acquired after the Effective Date in respect of which (A) the consent
of any Person other than the Borrower or any Wholly Owned Subsidiary is required
by applicable law or the terms of any organizational document of such Subsidiary
or other agreement of such Subsidiary or any Affiliate of such Subsidiary in
order for such Subsidiary to execute the Guarantee and Collateral Agreement as a
US Facilities Grantor or a US Guarantor and perform its obligations thereunder,
or in order for Equity Interests of such Subsidiary to be pledged under the
Security Documents, as the case may be, and (B) the Borrower endeavored in good
faith to obtain such consents and such consents shall not have been obtained.
Notwithstanding the foregoing, no Subsidiary shall be a Consent Subsidiary at
any time that it is a guarantor of, or has provided any collateral to secure,
Indebtedness for borrowed money of the Borrower, and any Consent Subsidiary
(including a Consent

                                       4



Subsidiary listed in Part I or Part II of Schedule 1.01A) that at any time
ceases to meet the test set forth in clause (A) shall cease to be a Consent
Subsidiary.

                  "Consolidated EBITDA" means, for any period, Consolidated Net
Income for such period plus (a) without duplication and to the extent deducted
in determining such Consolidated Net Income, the sum of (i) Consolidated
Interest Expense for such period, (ii) income tax expense for such period, (iii)
all amounts attributable to depreciation and amortization for such period, (iv)
all non-cash non-recurring charges for such period, (v) all Rationalization
Charges for such period, (vi) other expense for such period, (vii) equity in
losses of affiliates for such period, (viii) foreign exchange currency losses
for such period and (ix) minority interest in net income of subsidiaries for
such period, minus (b) without duplication, to the extent included in
determining such Consolidated Net Income (except with respect to (ii) and (iii)
below), (i) any non-cash extraordinary gains for such period, (ii) cash
expenditures (other than Rationalization Charges) during such period in respect
of items that resulted in non-cash non-recurring charges during any prior period
after the date hereof, (iii) Excess Cash Rationalization Charges, (iv) other
income for such period, (v) equity in earnings of affiliates for such period,
(vi) foreign exchange currency gains for such period and (vii) minority interest
in net losses of subsidiaries for such period, all determined on a consolidated
basis in accordance with GAAP. Each item referred to in this definition and not
defined elsewhere in this Agreement will be computed by a method consistent with
that used in preparing the financial statements referred to in Section 3.04.

                   "Consolidated Interest Expense" means, for any period, the
sum of, without duplication, (a) the consolidated interest expense (including
imputed interest expense in respect of Capital Lease Obligations and excluding
fees and other origination costs included in interest expense and arising from
Indebtedness incurred at any time) of the Borrower and its Consolidated
Subsidiaries for such period, determined in accordance with GAAP but excluding
capitalized interest, (b) all cash dividends paid during such period in respect
of Permitted Preferred Stock and (c) all finance expense related to
Securitization Transactions, excluding amortization of origination and other
fees.

                  "Consolidated Net Income" means, for any period, the net
income or loss of the Borrower and its Consolidated Subsidiaries for such period
determined in accordance with GAAP.

                  "Consolidated Net Worth" means, as of the last day of any
fiscal quarter, the sum for the Borrower of (a) the stated value of outstanding
common stock, (b) capital surplus and (c) retained earnings, excluding for
purposes of such calculation the effect of (i) all non-cash non-recurring
charges and all non-cash Rationalization Charges and (ii) all losses and gains
on sales of assets other than in the ordinary course of business and all other
non-cash non-recurring gains, in each case in (i) and (ii) above, after December
31, 2002.

                                       5



                  "Consolidated Revenue" means, for any period, the revenues of
the Borrower and its Consolidated Subsidiaries for such period, determined in
accordance with GAAP.

                  "Consolidated Senior Secured Indebtedness" means, for any
period, the sum for the Borrower and its Consolidated Subsidiaries for such
period, without duplication, of (a) all Indebtedness that is included on the
Borrower's consolidated balance sheet and is secured by any assets of the
Borrower or a Consolidated Subsidiary, (b) all Capital Lease Obligations, (c)
all synthetic lease financings, (d) all Indebtedness of South Pacific Tyres that
is secured by any of its assets or assets of the Borrower or a Consolidated
Subsidiary and (e) all Securitization Transactions, all determined in accordance
with GAAP. For purposes of computing Consolidated Senior Secured Indebtedness,
the amount of any synthetic lease financing shall equal the amount that would be
capitalized in respect of such lease if it were a Capital Lease Obligation.

                  "Consolidated Subsidiary" means, at any date, each Subsidiary
the accounts of which would be consolidated with those of the Borrower in the
Borrower's consolidated financial statements in accordance with GAAP.

                  "Consolidated Total Assets" means, at any date, the total
assets of the Borrower and its Consolidated Subsidiaries, determined in
accordance with GAAP.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Credit Documents" means this Agreement, any promissory notes
delivered pursuant to Section 2.06(e) and the Security Documents.

                  "Credit Party" means the Borrower, each Subsidiary Guarantor
and each Grantor.

                  "Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

                  "Disclosure Documents" means (a) the Information Memorandum,
(b) reports of the Borrower on Forms 10-K, 10-Q and 8-K, and any amendments
thereto, that shall have been (i) filed with the Securities and Exchange
Commission on or prior to March 21, 2003, or (ii) filed with the Securities and
Exchange Commission after such date and prior to the Effective Date and
delivered to the Administrative Agent, and (c) the draft Report of the Borrower
on Form 10-K for the fiscal year ended December 31, 2002, delivered to the
Lenders prior to the date hereof, as such Report shall have been modified by any
subsequent draft of such Report delivered to the Administrative Agent prior to
the Effective Date.

                                       6



                  "dollars" or "$" refers to lawful money of the United States
of America.

                  "Domestic Subsidiary" means any Subsidiary that is not a
Foreign Subsidiary.

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the presence, the management or release of, or exposure to, any
Hazardous Materials or to health and safety matters.

                  "Environmental Liability" means all liabilities, obligations,
damages, losses, claims, actions, suits, judgments, orders, fines, penalties,
fees, expenses and costs (including administrative oversight costs, natural
resource damages and remediation costs), whether contingent or otherwise,
arising out of or relating to (a) compliance or non-compliance with any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release of any Hazardous Materials or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.

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

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower or any Subsidiary, is treated as
a single employer under Section 414(b) or (c) of the Code or, solely for
purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to any
Plan (other than an event for which the 30-day notice period is waived or an
event described in Section 4043.33 of Title 29 of the Code of Federal
Regulations); (b) the existence with respect to any Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code or Section 302 of
ERISA) as to which a waiver has not been obtained; (c) the incurrence by the
Borrower, a Subsidiary or any ERISA Affiliate of any liability under

                                       7



Title IV of ERISA with respect to the termination of any Plan; (d) the treatment
of a Plan amendment as a termination under Section 4041 of ERISA; (e) any event
or condition, other than the Transactions, that would be materially likely to
result in the termination of, or the appointment of a trustee to administer, any
Plan or Multiemployer Plan under Section 4042 of ERISA; (f) the receipt by the
Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan
administrator of any notice of an intention to terminate any Plan or to appoint
a trustee to administer any Plan; (g) the incurrence by the Borrower, any
Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; or (h) the receipt by the Borrower, any Subsidiary or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Borrower, any
Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

                  "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

                  "European Facilities Agreement" means the $650,000,000 Term
Loan and Revolving Credit Agreement dated as of the date hereof among the
European JV, the other borrowers thereunder, certain lenders, and JPMCB, as
administrative agent.

                  "European JV" means Goodyear Dunlop Tires Europe B.V.

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

                  "Excess Cash Rationalization Charges" means, for any period,
cash expenditures of the Borrower and its Consolidated Subsidiaries with respect
to Rationalization Charges recorded on the Borrower's consolidated income
statement after the date hereof; provided, however, that for such cash
expenditures incurred after September 1, 2003, Excess Cash Rationalization
Charges shall only include the aggregate amount of such cash expenditures which
exceed the sum of $100,000,000 (or $50,000,000 if incurred prior to December 31,
2003) plus 25% of the Net Cash Proceeds from the issuance and sale of its Equity
Interests or Indebtedness pursuant to Section 6.01(q).

                  "Excluded Subsidiary" means any Subsidiary with only nominal
assets and no operations.

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits

                                       8



taxes imposed by the United States or any similar tax imposed by any other
jurisdiction described in clause (a) above and (c) (i) any withholding tax that
is imposed by the United States on amounts payable to a Foreign Lender (other
than an assignee pursuant to a request by the Borrower under Section 2.15(b)) at
the time such Foreign Lender first becomes a party to this Agreement (or
designates a new lending office), except to the extent that such Foreign Lender
(or its assignor, if any) was entitled, at the time of designation of a new
lending office (or assignment), to receive additional amounts from the Borrower
with respect to such withholding tax pursuant to Section 2.13(a) or (ii) any
withholding tax that is imposed by the United States on amounts payable to a
Foreign Lender that is attributable to such Foreign Lender's failure to comply
with Section 2.13(e).

                   "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or any assistant treasurer of the
Borrower.

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

                  "Foreign Pledge Agreement" means a pledge agreement securing
the Obligations or any of them that is governed by the law of a jurisdiction
other than the United States and reasonably satisfactory in form and substance
to the Collateral Agent.

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

                  "GAAP" means generally accepted accounting principles in the
United States.

                  "Governmental Authority" means the government of the United
States, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

                                       9



                  "Grantors" means the Borrower and each Domestic Subsidiary
that becomes, or is required to become, a US Facilities Grantor (as defined in
the Guarantee and Collateral Agreement) pursuant to Section 4.01(j) or 5.08.

                  "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including
any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment
thereof, (c) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or (d) as an account party in respect
of any letter of credit or letter of guaranty issued to support such
Indebtedness; provided, that the term Guarantee shall not include endorsements
for collection or deposit in the ordinary course of business. The amount of any
Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Guarantee is made and (b) the maximum amount for which
such guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee, unless such primary obligation and the maximum amount
for which such guaranteeing person may be liable are not stated or determinable,
in which case the amount of such Guarantee shall be such guaranteeing person's
maximum reasonably anticipated liability (assuming such person is required to
perform) in respect thereof as determined in such person's good faith.

                  "Guarantee and Collateral Agreement" means the Guarantee and
Collateral Agreement among the Borrower, the Subsidiary Guarantors, the
Grantors, certain other Subsidiaries and the Collateral Agent substantially in
the form of Exhibit F.

                  "Hazardous Materials" means (A) petroleum products and
byproducts, asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, radon gas, chlorofluorocarbons and all other ozone-depleting
substances; and (B) any pollutant or contaminant or any hazardous, toxic,
radioactive or otherwise regulated chemical, material, substance or waste that
is prohibited, limited or regulated pursuant to any applicable Environmental
Law.

                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding accounts payable incurred in the ordinary course of business), (e)
all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right to be secured by) any Lien on property

                                       10



owned or acquired by such Person, whether or not the Indebtedness secured
thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of
others, (g) all Capital Lease Obligations of such Person, (h) all obligations,
contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty and (i) all Securitization
Transactions of such Person. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result
of such Person's ownership interest in such entity.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Indemnitee" has the meaning set forth in Section 9.03.

                  "Information Memorandum" means the Confidential Information
Memorandum dated March 5, 2003 relating to the Borrower and the Transactions.

                  "Interest Election Request" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.05 in substantially
the form of Exhibit B hereto.

                  "Interest Payment Date" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December and (b) with
respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and the Maturity Date and, in the
case of a Eurodollar Borrowing with an Interest Period of more than three
months' duration, each day prior to the last day of such Interest Period that
occurs at intervals of three months' duration after the first day of such
Interest Period.

                  "Interest Period" means, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect; provided that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and, in the case of a Borrowing, thereafter shall be the
effective date of the most recent conversion or continuation of such Borrowing.

                  "Investments" has the meaning assigned to such term in Section
6.05.

                  "JPMCB" means JPMorgan Chase Bank, and its successors.

                                       11



                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption.

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason with respect to any
Eurodollar Borrowing, then the "LIBO Rate" with respect to such Eurodollar
Borrowing for such Interest Period shall be the rate (rounded upwards, if
necessary, to the next 1/100 of 1%) at which dollar deposits of $5,000,000 and
for a maturity comparable to such Interest Period are offered by the principal
London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, French delegation of claims, lien, pledge, hypothecation,
encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing) relating to such asset and (c)
in the case of securities, any purchase option, call or similar right of a third
party with respect to such securities.

                  "Loans" means the loans made by the Lenders to the Borrower
pursuant to this Agreement.

                  "Luxembourg Finance" means Goodyear Finance Holding S.A., a
corporation organized in Luxembourg.

                  "Majority Lenders" shall mean, at any time, Lenders having
Loans representing more than 50% of the aggregate principal amount of the total
Loans outstanding (or, if the Loans shall not yet have been made, Lenders having
Commitments representing more than 50% of the aggregate principal amount of the
total Commitments).

                  "Material Adverse Change" means a material adverse change in
or effect on (a) the business, operations, properties, assets or financial
condition (including as a result of the effects of any contingent liabilities
thereon) of the Borrower and the Subsidiaries, taken as a whole, (b) the ability
of the Credit Parties, taken as a whole, to

                                       12



perform obligations under this Agreement and the other Credit Documents that are
material to the rights or interests of the Lenders or (c) the rights of or
benefits available to the Lenders under this Agreement and the other Credit
Documents that are material to the interests of the Lenders.

                  "Material Foreign Subsidiary" means, at any time, each Foreign
Subsidiary that had assets with an aggregate book value in excess of $50,000,000
as of December 31, 2002, or if later, as of the end of the most recent fiscal
quarter for which financial statements have been delivered pursuant to Section
5.01(a) or (b).

                  "Material Indebtedness" means Indebtedness (other than the
Loans), or obligations in respect of one or more Swap Agreements, of any one or
more of the Borrower and the Subsidiaries in an aggregate principal amount
exceeding $25,000,000. For purposes of determining Material Indebtedness, the
"principal amount" of the obligations of the Borrower or any Subsidiary in
respect of any Swap Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Swap Agreement were terminated at such time,
calculated in accordance with the terms of such Swap Agreement.

                  "Material Intellectual Property" means all Intellectual
Property (as defined in the Guarantee and Collateral Agreement) of the Borrower
and the Grantors, other than Intellectual Property that in the aggregate is not
material to the business of the Borrower and the Subsidiaries, taken as a whole.

                  "Material Subsidiary" means, at any time, each Subsidiary
other than Subsidiaries that do not represent more than 1% for any such
individual Subsidiary, or more than 5% in the aggregate for all such
Subsidiaries, of either (a) Consolidated Total Assets or (b) Consolidated
Revenue for the period of four fiscal quarters most recently ended.

                  "Maturity Date" means April 30, 2005.

                  "Mortgage" means a mortgage or deed of trust, assignment of
leases and rents, or other security documents reasonably satisfactory in form
and substance to the Collateral Agent granting a Lien on any Mortgaged Property
to secure the Obligations.

                  "Mortgaged Property" means, at any time, each parcel of real
property listed in Schedule 1.01B and the improvements thereto.

                  "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

                  "NAIC" means the National Association of Insurance
Commissioners.

                                       13



                  "Net Cash Proceeds" means, with respect to any Prepayment
Event, (a) the cash proceeds received in respect of such event including (i) any
cash received in respect of any non-cash proceeds (including as a result of any
monetization of non-cash proceeds), but only as and when received, (ii) in the
case of a casualty, insurance proceeds received, and (iii) in the case of a
condemnation or similar event, condemnation awards and similar payments
received, net of (b) the sum of (A) all reasonable fees, discounts, commissions
and out-of-pocket expenses (including any legal, title and recording tax
expenses) paid by the Borrower and the Subsidiaries to third parties (other than
Affiliates) in connection with such event, (B) in the case of a sale, transfer
or other disposition of any property or asset (including pursuant to a sale and
leaseback transaction or a casualty or a condemnation or similar proceeding),
the amount of all payments required to be made by the Borrower and the
Subsidiaries as a result of such event to repay Indebtedness (other than the
Loans) secured by such asset or otherwise subject to mandatory prepayment as a
result of such event (it being understood that in the case of a Prepayment Event
that results in a reduction of the amount of the Borrowing Base (as defined in
the ABL Facilities Agreement), the Net Cash Proceeds in respect of such event
shall be reduced by this clause (B) by an amount equal to the reduction in the
Borrowing Base that would have resulted had such event occurred on the date of
the Borrowing Base Certificate (as defined in the ABL Facilities Agreement) most
recently delivered under the ABL Facilities Agreement prior to the date of such
event), and (C) the amount of all taxes paid (or reasonably estimated to be
payable) by the Borrower and the Subsidiaries (including taxes required to be
paid or withheld in respect of the transfer of amounts from the recipient
thereof to a Borrower), and the amount of any reserves established by the
Borrower and the Subsidiaries to fund contingent liabilities reasonably
estimated to be payable, in each case during the year that such event occurred
or the next succeeding year and that are directly attributable to such event (as
determined reasonably and in good faith by a Financial Officer of the Borrower);
provided that, to the extent and at the time any such amounts are released to
the Borrower or any Subsidiary from such reserve, such amounts shall constitute
Net Cash Proceeds. Notwithstanding the foregoing, amounts that would otherwise
constitute Net Cash Proceeds shall not constitute Net Cash Proceeds to the
extent that (x) currency or foreign exchange controls prevent the repatriation
of such amounts to the United States or (y) the recipient of such amounts is not
a Wholly Owned Subsidiary and (1) the consent of any Person other than the
Borrower or any Wholly Owned Subsidiary is required by applicable law or the
terms of any organizational document of such non-Wholly Owned Subsidiary or
other agreement of such Subsidiary or any Affiliate of such Subsidiary in order
for such Subsidiary to transfer such amounts to the Borrower (whether by
distribution, loan or advance, repayment of intercompany Indebtedness or other
commercially reasonable means) and (2) the Borrower endeavored in good faith to
obtain such consents and such consents shall not have been obtained to permit
the transfer of such proceeds by any of such means. The Net Cash Proceeds
received by any non-Wholly Owned Subsidiary shall be deemed to equal the amount
determined as set forth above multiplied by the Borrower's aggregate direct or
indirect percentage ownership of such Subsidiary.

                                       14



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

                  "New Facilities Documents" means the New Facilities Credit
Agreements, the Guarantee and Collateral Agreement and the other Security
Documents (as such term is defined in any New Facilities Credit Agreement).

                  "Obligations" means (a) the due and punctual payment of (i)
the principal of and interest (including interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) on the Loans,
when and as due, whether at maturity, by acceleration, upon one or more dates
set for prepayment or otherwise and (ii) all other monetary obligations of the
Credit Parties to any of the Secured Parties under this Agreement and each of
the other Credit Documents, including fees, costs, expenses and indemnities,
whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), and (b) the due and punctual performance of all
other obligations of the Credit Parties to any of the Secured Parties under this
Agreement and the other Credit Documents.

                  "Other Taxes" means any and all present or future stamp,
documentary, excise, recording, transfer, sales, property or similar taxes,
charges or levies arising from any payment made under any Credit Document or
from the execution, delivery or enforcement of, or otherwise with respect to,
any Credit Document.

                  "Participant" has the meaning assigned to such term in Section
9.04.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "Perfection Certificate" means a certificate in the form of
Exhibit II to the Guarantee and Collateral Agreement or any other form approved
by the Collateral Agent.

                  "Permitted Encumbrances" means:

                  (a) Liens imposed by law for taxes that are not yet due or are
         being contested;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's and other Liens imposed by law, arising in the ordinary
         course of business and securing obligations that are not overdue by
         more than 30 days (or any longer grace period available under the terms
         of the applicable underlying obligation) or are being contested;

                                       15



                  (c) Liens created and pledges and deposits made in the
         ordinary course of business in compliance with workers' compensation,
         unemployment insurance and other social security laws or regulations;

                  (d) Liens created and deposits made to secure the performance
         of bids, trade contracts, leases, statutory obligations, appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business, and Liens created and deposits made
         prior to the date hereof in the ordinary course of business to secure
         the performance of surety bonds;

                  (e) judgment liens in respect of judgments that do not
         constitute an Event of Default;

                  (f) supplier's liens in inventory, other assets supplied or
         accounts receivable that result from retention of title or extended
         retention of title arrangements arising in connection with purchases of
         goods in the ordinary course of business; and

                  (g) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property and other Liens incidental to the conduct
         of business or ownership of property that arise automatically by
         operation of law or arise in the ordinary course of business and that
         do not materially detract from the value of the property of the
         Borrower and the Subsidiaries or of the Collateral, in each case taken
         as a whole, or materially interfere with the ordinary conduct of
         business of the Borrower and the Subsidiaries, taken as a whole, or
         otherwise adversely affect in any material respect the rights or
         interests of the Lenders;

provided that (except as provided in clause (d) above) the term "Permitted
Encumbrances" shall not include any Lien securing Indebtedness for borrowed
money.

                  "Permitted Investments" means:

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

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, ratings of A1 from S&P and P1 from Moody's;

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof and issued or guaranteed by or placed with, and
         money market deposit accounts issued or offered by any commercial bank
         organized under the laws of the United States or

                                       16



         any State thereof which has a short term deposit rating of A1 from S&P
         and P1 from Moody's and has a combined capital and surplus and
         undivided profits of not less than $500,000,000;

                  (d) fully collateralized repurchase agreements with a term of
         not more than 30 days for securities described in clause (a) above and
         entered into with a financial institution described in clause (c)
         above;

                  (e) money market funds that (i) comply with the criteria set
         forth in Securities and Exchange Commission Rule 2a-7 under the
         Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by
         Moody's and (iii) have portfolio assets of at least $5,000,000,000; and

                  (f) in the case of any Subsidiary that is not a Domestic
         Subsidiary, (i) marketable direct obligations issued or unconditionally
         guaranteed by the sovereign nation in which such Subsidiary is
         organized and is conducting business or issued by any agency of such
         sovereign nation and backed by the full faith and credit of such
         sovereign nation, in each case maturing within one year from the date
         of acquisition, so long as the indebtedness of such sovereign nation is
         rated at least A by S&P or A2 by Moody's or carries an equivalent
         rating from a comparable foreign rating agency or (ii) investments of
         the type and maturity described in clauses (b) through (e) of foreign
         obligors, which investments or obligors have ratings described in such
         clauses or equivalent ratings from comparable foreign rating agencies.

                  "Permitted Preferred Stock" has the meaning assigned to such
term in Section 6.01(q).

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV or Section 302 of
ERISA or Section 412 of the Code, and in respect of which the Borrower, any
Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section
3(5) of ERISA.

                  "Prepayment Event" means:

                  (a) any sale, transfer, lease or other disposition of all or
         substantially all the assets or business of the Engineered Products
         division of the Borrower;

                  (b) any sale, transfer, lease or other disposition (including
         pursuant to a Sale and Leaseback Transaction other than a Sale and
         Leasback Transaction consummated not more than 180 days after the
         acquisition or completion of

                                       17



         construction of the assets subject thereto) of any property or assets
         of the Borrower or any Subsidiary (other than the European JV and its
         Subsidiaries) to any Person other than the Borrower or any Credit
         Party, other than any sale, transfer, lease or other disposition (i)
         described in clause (a) above, (ii) described in clause (a), (b), (c),
         (d) or (i) of Section 6.06, and (iii) that results in Net Cash Proceeds
         not exceeding $5,000,000 (provided that at all times after the
         aggregate Net Cash Proceeds known by a Financial Officer to have been
         received in respect of all such transactions is in excess of
         $25,000,000, each such transaction under this clause (iii) shall
         constitute a Prepayment Event with respect to all such Net Cash
         Proceeds in excess of $25,000,000);

                  (c) any casualty or other insured damage to, or any taking
         under power of eminent domain or by condemnation or similar proceeding
         of, any property or asset of the Borrower or any Subsidiary (other than
         the European JV and its Subsidiaries), but only to the extent that the
         Net Cash Proceeds from such event exceed $5,000,000 and then, if the
         Borrower shall notify the Administrative Agent that it or the
         applicable Subsidiary intends to apply such Net Cash Proceeds to
         repair, restore or replace the property or asset that shall have been
         damaged or taken, such event shall constitute a Prepayment Event only
         if such repair, restoration or replacement shall not have commenced
         within 180 days after such event and the Net Cash Proceeds of such
         event will be deemed for purposes of Section 2.07 to equal the amount
         not so applied; and

                  (d) the incurrence or issuance by the Borrower or any of its
         Subsidiaries (other than the European JV and its Subsidiaries) of
         Indebtedness or Equity Interests pursuant to Section 6.01(q) or the
         issuance of any other Equity Interests by the Borrower or any of its
         Subsidiaries (other than the European JV and its subsidiaries).

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by JPMCB (or any successor Administrative Agent
appointed or chosen pursuant to Article VIII hereof) as its prime rate in effect
at its principal office in New York City. Each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

                  "Rationalization Charges" means, for any period, cash and
non-cash charges related to rationalization actions designed to reduce capacity,
eliminate redundancies and reduce costs. Rationalization Charges will be
computed by a method consistent with that used in preparing the financial
statements referred to in Section 3.04.

                  "Register" has the meaning set forth in Section 9.04.

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

                                       18



                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in the Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property) on account of the purchase, redemption,
retirement, acquisition, cancelation or termination of any such Equity Interests
or any option, warrant or other right to acquire any such Equity Interests.

                  "Sale and Leaseback Transaction" means any arrangement whereby
the Borrower or a Subsidiary shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereinafter
acquired, and thereafter rent or lease from the buyer or transferee property
that it intends to use for substantially the same purpose or purposes as the
property sold or transferred, other than any such transaction entered into with
respect to any property or any improvements thereto at the time of, or within
180 days after, the acquisition or completion of construction of such property
or such improvements (or, if later, the commencement of commercial operation of
any such property), as the case may be, to finance the cost of such property or
such improvements, as the case may be.

                  "Secured Parties" means the Administrative Agent, the
Collateral Agent and each Lender.

                  "Securitization Transaction" means, with respect to any
Person, (i) any transfer by such Person of accounts receivable, rights to future
lease payments or residuals or other financial assets, and related property, or
interests therein (a) to a trust, partnership, corporation or other entity,
which transfer is funded in whole or in part, directly or indirectly, by the
incurrence or issuance by the transferee or any successor transferee of
Indebtedness or securities that are to receive payments from, or that represent
interests in, the cash flow derived from such accounts receivable or interests,
or (b) directly to one or more investors or other purchasers, (ii) any
Indebtedness of such Person secured substantially entirely by accounts
receivable, rights to future lease payments or residuals or other financial
assets, and related property or (iii) any factoring transaction involving
substantially entirely accounts receivable, rights to future lease payments or
residuals or other financial assets, and related property. The amount of any
Securitization Transaction shall be deemed at any time to be the aggregate
outstanding principal amount of the Indebtedness or securities referred to in
the preceding sentence or, if there shall be no such principal amount, the
equivalent outstanding amount of the funded investment.

                  "Security Documents" means the Guarantee and Collateral
Agreement, the Mortgages, the Foreign Pledge Agreements and each other
instrument or document delivered pursuant to Section 5.08 to secure any of the
Obligations.

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the

                                       19



Board to which the Administrative Agent is subject, with respect to the Adjusted
LIBO Rate, for eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or
any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

                  "subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which are consolidated with those of
the parent in the parent's consolidated financial statements in accordance with
GAAP as of such date, as well as any other corporation, limited liability
company, partnership, association or other entity of which securities or other
ownership interests representing more than 50% of the equity or more than 50% of
the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held by
the parent or one or more subsidiaries of the parent or by the parent and one or
more subsidiaries of the parent.

                  "Subsidiary" means any subsidiary of the Borrower.

                  "Subsidiary Guarantor" means any Domestic Subsidiary that
becomes, or is required to become, a US Guarantor (as defined in the Guarantee
and Collateral Agreement) pursuant to Section 4.01(j) or 5.08.

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

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

                  "Transactions" means the execution, delivery and performance
by the Borrower of this Agreement and by the Borrower, the Subsidiary Guarantors
and the Grantors, as applicable, of the other Credit Documents, the borrowing of
the Loans, the creation of the Liens and Guarantees provided for in the Security
Documents and the other transactions contemplated hereby.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

                                       20



                  "US Revolving Facility Agreement" means the $750,000,000
Amended and Restated Revolving Credit Agreement dated as of the date hereof
among the Borrower, certain lenders, and JPMCB, as administrative agent.

                  "Wholly Owned Subsidiary" of any person shall mean a
subsidiary of such person of which securities (except for directors' qualifying
shares) or other ownership interests representing 100% of the Equity Interests
are, at the time any determination is being made, owned, controlled or held by
such person or one or more wholly owned Subsidiaries of such person or by such
person and one or more wholly owned Subsidiaries of such person.

                  "Withdrawal Liability" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Foreign Currency Translation.. For purposes of
determining compliance as of any date with Section 6.01, 6.02, 6.03, 6.05 or
6.06, amounts incurred or outstanding in currencies other than dollars shall be
translated into dollars at the exchange rates in effect on the first Business
Day of the fiscal quarter in which such determination occurs or in respect of
which such determination is being made, as such exchange rates shall be
determined in good faith by the Borrower. No Default or Event of Default shall
arise as a result of any limitation set forth in dollars in Section 6.01, 6.02,
6.03, 6.05 or 6.06 being exceeded solely as a result of changes in currency
exchange rates from those rates applicable on the first day of the fiscal
quarter in which such determination occurs or in respect of which such
determination is being made.

                  SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, but shall not be deemed to include the
subsidiaries of such Person unless express reference is made to such
subsidiaries, (c) the words "herein", "hereof" and "hereunder", and words of
similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e)
the words "asset" and "property" shall be construed to have the same meaning and
effect and to refer to any and all

                                       21



tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

                  SECTION 1.04. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Majority Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   The Credits

                  SECTION 2.01. Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees to make a Loan to the Borrower on the
Effective Date in a principal amount not exceeding its Commitment. Amounts paid
or prepaid in respect of Loans may not be reborrowed. The Commitments shall
expire at 5:00 p.m. New York City time, on the Effective Date.

                  SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be
made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their respective Commitments. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments of the Lenders are several
and no Lender shall be responsible for any other Lender's failure to make Loans
as required.

                  (b) Subject to Section 2.10, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith; provided that all Borrowings made on the Effective Date
must be made as ABR Borrowings. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with the
terms of this Agreement.

                  (c) At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000. At the time that
each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of

                                       22



$1,000,000 and not less than $5,000,000. Borrowings of more than one Type may be
outstanding at the same time; provided that there shall not at any time be more
than a total of 20 Eurodollar Borrowings outstanding.

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

                  SECTION 2.03. Borrowing Procedure. To request the Borrowing on
the Effective Date, the Borrower shall notify the Administrative Agent of such
request by telephone not later than 10:30 a.m., New York City time, on the
Effective Date. Such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Borrowing Request signed by the Borrower. Such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.02:

                  (i) the aggregate amount of the requested Borrowing;

                  (ii) the proposed Effective Date, which shall be a Business
         Day;

                  (iii) that such Borrowing is to be an ABR Borrowing; and

                  (iv) the location and number of the account to which funds are
         to be disbursed, which shall comply with the requirements of Section
         2.04.

Promptly following receipt of a Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

                  SECTION 2.04. Funding of Borrowings. (a) Each Lender shall
make each Loan to be made by it hereunder on the Effective Date by wire transfer
of immediately available funds by 12:30 p.m., New York City time, to the account
of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to
the account designated by the Borrower in the Borrowing Request.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the Effective Date that such Lender will not make
available to the Administrative Agent such Lender's share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each

                                       23



day from and including the date such amount is made available to the Borrower to
but excluding the date of payment to the Administrative Agent, at (i) in the
case of such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to ABR Loans. If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender's Loan included in such
Borrowing. It is agreed that no payment by the Borrower under this paragraph
will be subject to any break-funding payment under Section 2.12.

                  SECTION 2.05. Interest Elections. (a) The initial Borrowing
shall be an ABR Borrowing. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate
Borrowing.

                  (b) To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone (a) in the
case of a Eurodollar Borrowing, not later than 3:00 p.m., New York City time,
three Business days before the date of the proposed Borrowing or (b) in the case
of an ABR Borrowing, not later than 10:30 a.m., New York City time, on the date
of the proposed Borrowing. Each such telephonic Interest Election Request shall
be irrevocable and shall be confirmed promptly by hand delivery or telecopy to
the Administrative Agent of a written Interest Election Request signed by the
Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                  (i) the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
         Interest Period to be applicable thereto after giving effect to such
         election, which shall be a period contemplated by the definition of the
         term "Interest Period".

                                       24



If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Majority Lenders, so notifies the Borrower, then, so long
as an Event of Default is continuing (i) no outstanding Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.

                  SECTION 2.06. Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Loan on the
Maturity Date.

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

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

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein (including any failure to record the making or repayment of
any Loan) shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement or prevent the
Borrower's obligations in respect of Loans from being discharged to the extent
of amounts actually paid in respect thereof.

                                       25



                  (e) Any Lender may request that Loans made by it be evidenced
by a promissory note. In such event, the Borrower shall prepare, execute and
deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) in
substantially the form set forth in Exhibit C hereto. Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

                  SECTION 2.07. Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to prior notice in accordance with paragraph (e) of this
Section.

                  (b) In the event and on each occasion that any Net Cash
Proceeds are received by or on behalf of the Borrower or any Subsidiary in
respect of any Prepayment Event described in clause (a) or (d) of the definition
of the term Prepayment Event, the Borrower shall, not later than the fifth
Business Day after such Net Cash Proceeds are received, prepay Loans in an
aggregate amount equal to 50% of such Net Cash Proceeds.

                  (c) In the event and on each occasion that any Net Cash
Proceeds are received by or on behalf of the Borrower or any Subsidiary in
respect of any Prepayment Event described in clause (b) or (c) of the definition
of the term Prepayment Event, the Borrower shall, not later than the fifth
Business Day after such Net Cash Proceeds are received, prepay Loans in an
aggregate amount equal to 75% of such Net Cash Proceeds.

                  (d) Prior to any optional or mandatory prepayment of
Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to
be prepaid and shall specify such selection in the notice of such prepayment
pursuant to paragraph (e) of this Section.

                  (e) The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 3:00 p.m., New York City
time, three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment. Each such notice shall be
irrevocable, shall specify the prepayment date and the principal amount of each
Borrowing or portion thereof to be prepaid. Promptly following receipt of any
such notice relating to a Borrowing, the Administrative Agent shall advise the
Lenders of the contents thereof. Each partial prepayment of any Borrowing shall
be in an amount that would be permitted in the case of an advance of a Borrowing
of the same Type as provided in Section 2.02. Each prepayment of a Borrowing
shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by
Section 2.09

                                       26



                  SECTION 2.08. Fees. (a) The Borrower agrees to pay to the
Administrative Agent, for its own account, fees in the amounts and at the times
separately agreed upon between the Borrower and the Administrative Agent.

                  (b) If Loans remain outstanding under this Agreement on April
30, 2004, the Borrower agrees to pay to the Administrative Agent for the account
of each Lender on such date, a fee equal to 1.00% (or if the aggregate
outstanding principal amount of the Loans under this Agreement shall have been
reduced to an amount not greater than $200,000,000 as of such date, .75%) of the
aggregate principal amount of such Lender's outstanding Loans, at such time.

                  (c) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent for distribution, in
the case of commitment fees and participation fees, to the Lenders. Fees paid
shall not be refundable under any circumstances.

                  SECTION 2.09. Interest on Loans. (a) The Loans comprising each
ABR Borrowing shall bear interest at the Alternate Base Rate plus 3.00% per
annum.

                  (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus 4.00% per annum.

                  (c) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in
the preceding paragraphs of this Section or (ii) in the case of any other
amount, 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a)
of this Section.

                  (d) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan except as otherwise provided in this
Agreement; provided that (i) interest accrued pursuant to paragraph (c) of this
Section shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan, accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment and (iii)
in the event of any conversion of any Eurodollar Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be payable
on the effective date of such conversion.

                  (e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The

                                       27



applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

                  SECTION 2.10. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate for such
         Interest Period; or

                  (b) the Administrative Agent is advised by the Majority
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders (or Lender) of
         making or maintaining their Loans (or its Loan) included in such
         Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

                  SECTION 2.11. Increased Costs. (a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate); or

                  (ii) impose on any Lender or the London interbank market any
         other condition (other than Taxes) affecting this Agreement or
         Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan, then the Borrower will pay
to such Lender such additional amount or amounts as will compensate such Lender
for such additional costs incurred or reduction suffered.

                  (b) If any Lender determines that any Change in Law regarding
capital requirements has had or would have the effect of reducing the rate of
return on such Lender's capital or on the capital of such Lender's holding
company, if any, in each case by an amount deemed by such Lender to be material,
as a consequence of this Agreement or the Loans made by such Lender, to a level
below that which such Lender or such Lender's holding company would have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company

                                       28



with respect to capital adequacy), then from time to time the Borrower will pay
to such Lender such additional amount or amounts as will compensate such Lender
or such Lender's holding company for any such reduction suffered.

                  (c) A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the case
may be, as specified in paragraph (a) or (b) of this Section shall be delivered
to the Borrower. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof, unless such amount is
being contested by the Borrower in good faith.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Borrower shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than 180 days prior to the date that such
Lender notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender's intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 180-day period referred
to above shall be extended to include the period of retroactive effect thereof.

                  SECTION 2.12. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurodollar Loan on the date specified in any notice
delivered pursuant hereto, or (d) the assignment of any Eurodollar Loan other
than on the last day of the Interest Period applicable thereto as a result of a
request by the Borrower pursuant to Section 2.15, then, in any such event, the
Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurodollar Loan, such loss, cost or
expense to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBO Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the eurodollar market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Borrower. The Borrower shall
pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof, unless such amount is being contested by the Borrower in
good faith..

                                       29



                  SECTION 2.13. Taxes. (a) Any and all payments by or on account
of any obligation of the Borrower or any other Credit Party hereunder or under
any other Credit Document shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided that if the Borrower or any
other Credit Party shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions of such Taxes (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made (and the
Borrower shall pay or cause such Credit Party to pay such increased amount),
(ii) the Borrower or such other Credit Party shall make such deductions and
(iii) the Borrower or such other Credit Party shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                  (c) The Borrower shall indemnify the Administrative Agent and,
each Lender within 10 days after written demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender on or with respect to any payment by or on account of any obligation of
the Borrower or any other Credit Party hereunder or under any other Credit
Document (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable out-of-pocket expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender,
or by the Administrative Agent on its own behalf or on behalf of a Lender, shall
be conclusive absent manifest error.

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

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time such Foreign Lender first becomes
a party to this Agreement and at the time or times prescribed by applicable law,
such properly completed and executed documentation prescribed by applicable law
or reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate; provided that such

                                       30



Foreign Lender has received written notice from the Borrower advising it of the
availability of such exemption or reduction and supplying all applicable
documentation.

                  SECTION 2.14. Payments Generally; Pro Rata Treatment; Sharing
of Setoffs. (a) Except as required or permitted under Section 2.11, 2.12, 2.13
or 9.03, each Borrowing, each payment or prepayment of principal of any
Borrowing, each payment of interest on the Loans, each payment of fees and each
refinancing of any Borrowing with a Borrowing of any Type, shall be allocated
pro rata among the Lenders in accordance with the respective principal amounts
of their outstanding Loans. Each Lender agrees that in computing such Lender's
portion of any Borrowing to be made hereunder, the Administrative Agent may, in
its discretion, round each Lender's percentage of such Borrowing to the next
higher or lower whole dollar amount.

                  (b) The Borrower shall make each payment required to be made
by it hereunder (whether of principal, interest or fees, or of amounts payable
under Section 2.11, 2.12 or 2.13 or otherwise) prior to 1:00 p.m., New York City
time, on the date when due, in immediately available funds, without setoff,
counterclaim or other deduction. Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at
its offices at 270 Park Avenue, New York, New York and except that payments
pursuant to Sections 2.11, 2.12, 2.13, 2.15 and 9.03 shall be made directly to
the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person in appropriate
ratable shares to the appropriate recipient promptly following receipt thereof.
If any payment hereunder shall be due on a day that is not a Business Day, the
date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for
the period of such extension. All payments hereunder shall be made in dollars.

                  (c) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal then due to such parties.

                  (d) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans or resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans;

                                       31



provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans to any assignee or participant, other than to the Borrower or any
Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law and under this Agreement, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

                  (e) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders that the Borrower will not
make such payment, the Administrative Agent may assume that the Borrower has
made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

                  (f) If any Lender shall fail to make any payment required to
be made by it hereunder for the account of the Administrative Agent or any
Lender, then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations in respect of such payment until all such unsatisfied obligations
are fully paid.

                  SECTION 2.15. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.11, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.13, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.11 or 2.13, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to

                                       32



pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment.

                  (b) If any Lender requests compensation under Section 2.11, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.13,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee or the Borrower, as the case may be, and (iii) in the case of
any such assignment resulting from a claim for compensation under Section 2.11
or payments required to be made pursuant to Section 2.13, such assignment will
result in a reduction in such compensation or payments.

                                  ARTICLE III

                         Representations and Warranties

                  The Borrower represents and warrants to the Lenders that:

                  SECTION 3.01. Organization; Powers. The Borrower and each of
the other Credit Parties is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, would not
be reasonably likely to result in a Material Adverse Change, is qualified to do
business, and is in good standing, in every jurisdiction where such
qualification is required. Each Subsidiary of the Borrower other than the Credit
Parties is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, has all requisite power and authority
to carry on its business as now conducted and is qualified to do business, and
is in good standing, in every jurisdiction where such qualification is required,
except for failures that, individually or in the aggregate, would not be
materially likely to result in a Material Adverse Change.

                  SECTION 3.02. Authorization; Enforceability. The Transactions
to be entered into by each Credit Party are within such Credit Party's powers
and have been duly authorized. This Agreement has been duly executed and
delivered by the Borrower and constitutes, and each other Credit Document to
which any Credit Party is to be a party, when executed and delivered by such
Credit Party, will constitute, a legal, valid

                                       33



and binding obligation of the Borrower or such Credit Party, as the case may be,
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

                  SECTION 3.03. Governmental Approvals; No Conflicts. Except to
the extent that no Material Adverse Change would be materially likely to result,
the Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
are required to perfect Liens created under the Security Documents and such as
have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Borrower or any of the Subsidiaries or any order
of any Governmental Authority, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon the Borrower or any of
the Subsidiaries or any of their assets, and (d) will not result in the creation
or imposition of any Lien on any asset of the Borrower or any of the
Subsidiaries, except Liens created under the Credit Documents.

                  SECTION 3.04. Financial Statements; No Material Adverse
Change. (a) The Borrower has heretofore furnished to the Lenders a draft in
substantially final form of its consolidated balance sheet and statements of
income, stockholders' equity and cash flows as of and for the fiscal year ended
December 31, 2002. Such financial statements present fairly, in all material
respects, the consolidated financial position and consolidated results of
operations and cash flows of the Borrower and its Consolidated Subsidiaries as
of such dates and for such fiscal year in accordance with GAAP.

                  (b) Except as disclosed in the Disclosure Documents, since
December 31, 2002, there has been no event or condition that constitutes or
would be materially likely to result in a Material Adverse Change, it being
agreed that a reduction in any rating relating to the Borrower issued by any
rating agency shall not, in and of itself, be an event or condition that
constitutes or would be materially likely to result in a Material Adverse Change
(but that events or conditions underlying or resulting from any such reduction
may constitute or be materially likely to result in a Material Adverse Change).

                  SECTION 3.05. Litigation and Environmental Matters. (a) Except
as set forth in the Disclosure Documents, there are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending or, to
the knowledge of the Borrower, threatened against or affecting the Borrower or
any of the Subsidiaries (i) as to which there is a reasonable possibility of an
adverse determination and that if adversely determined would be materially
likely, individually or in the aggregate, to result in a Material Adverse Change
or (ii) that involve the Credit Documents or the Transactions.

                  (b) Except as set forth in the Disclosure Documents, and
except with respect to matters that, individually or in the aggregate, would not
be materially likely to result in a Material Adverse Change, neither the
Borrower nor any of the Subsidiaries

                                       34



(i) has failed to comply with any Environmental Law or to obtain, maintain or
comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability.

                  SECTION 3.06. Compliance with Laws and Agreements. Each of the
Borrower and the Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to be in compliance, individually or in the aggregate,
would not be materially likely to result in a Material Adverse Change. No Event
of Default has occurred and is continuing.

                  SECTION 3.07. Investment and Holding Company Status. Neither
the Borrower nor any of the Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940,
as amended, or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935, as amended.

                  SECTION 3.08. ERISA. Except as disclosed in the Disclosure
Documents, no ERISA Event has occurred or is reasonably expected to occur that,
when taken together with all other ERISA Events that have occurred or are
reasonably expected to occur, would be materially likely to result in a Material
Adverse Change.

                  SECTION 3.09. Disclosure. Neither the Information Memorandum
nor the reports, financial statements, certificates or other written information
referred to in Section 3.04 or delivered after the date hereof by or on behalf
of any Credit Party to the Administrative Agent, the Collateral Agent or any
Lender pursuant to Section 5.01 (taken together with all other information so
furnished and as modified or supplemented by other information so furnished)
contained or will contain, in each case as of the date delivered, any material
misstatement of fact or omitted or will omit to state, in each case as of the
date delivered, any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information or other forward
looking information, the Borrower represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.

                  SECTION 3.10. Security Interests. (a) When executed and
delivered, the Guarantee and Collateral Agreement will be effective to create in
favor of the Collateral Agent for the benefit of the Secured Parties a valid and
enforceable security interest in the US Facilities Collateral (as defined
therein), to the extent contemplated by the Guarantee and Collateral Agreement,
and (i) when the US Facilities Collateral constituting certificated securities
(as defined in the Uniform Commercial Code) is delivered to the Collateral Agent
thereunder together with instruments of transfer duly endorsed in blank, the
Guarantee and Collateral Agreement will create, to the extent

                                       35



contemplated by the Guarantee and Collateral Agreement, a perfected security
interest in all right, title and interest of the Grantors in such certificated
securities to the extent perfection is governed by the Uniform Commercial Code
as in effect in any applicable jurisdiction, subject to no other Lien other than
Liens permitted under Section 6.02 that take priority over security interests in
certificated securities perfected by the possession of such securities under the
Uniform Commercial Code as in effect in the applicable jurisdiction, and (ii)
when financing statements in appropriate form are filed in the offices specified
in the Perfection Certificate, the Guarantee and Collateral Agreement will
create a perfected security interest in all right, title and interest of the
Grantors in the remaining US Facilities Collateral to the extent perfection can
be obtained by filing Uniform Commercial Code financing statements in such
jurisdictions, subject to no other Lien other than Liens permitted under Section
6.02. The exclusion of the Consent Assets (as defined in the Guarantee and
Collateral Agreement) from the US Facilities Collateral does not materially
reduce the aggregate value of the US Facilities Collateral.

                  (b) Each Mortgage, upon execution and delivery by the parties
thereto, will create in favor of the Collateral Agent, for the benefit of the
Secured Parties, a legal, valid and enforceable Lien on all the applicable
mortgagor's right, title and interest in and to the Mortgaged Properties subject
thereto and the proceeds thereof, and when the Mortgages have been filed in the
counties specified in Schedule 3.10(b), the Mortgages will create perfected
Liens on all right, title and interest of the mortgagors in the Mortgaged
Properties and the proceeds thereof, prior and superior in right to Liens in
favor of any other Person (other than Liens or other encumbrances for which
exceptions are taken in the policies of title insurance delivered in respect of
the Mortgaged Properties on or prior to the Effective Date and Liens permitted
under Section 6.02).

                  (c) Upon the recordation of the Guarantee and Collateral
Agreement or a memorandum of such Agreement with the United States Patent and
Trademark Office, the Guarantee and Collateral Agreement will create a perfected
Lien on all right, title and interest of the Grantors in the Material
Intellectual Property in which a security interest may be perfected by such
recordation in the United States Patent and Trademark Office, in each case prior
and superior in right to any other Person, subject to Liens permitted under
Section 6.02 (it being understood that subsequent recordings in the United
States Patent and Trademark Office may be necessary to perfect a Lien on
registered trademarks and trademark applications acquired by the Grantors after
the Effective Date). As of the Effective Date, Schedule 3.10(c) sets forth all
the Material Intellectual Property.

                  (d) Upon the recordation of the Guarantee and Collateral
Agreement with the Federal Aviation Administration, the Guarantee and Collateral
Agreement will create a perfected Lien on all right, title and interest of the
Grantors in the Aircraft Collateral (as defined in the Guarantee and Collateral
Agreement) in which a security interest may be perfected by such recordation
with the Federal Aviation Administration, in each case prior and superior in
right to any other Person, subject to Liens permitted under Section 6.02.

                                       36



                  (e) None of the Perfection Certificate or any other written
information relating to the Collateral delivered after the date hereof by or on
behalf of any Credit Party to the Administrative Agent, the Collateral Agent or
any Lender pursuant to any provision of any Credit Document is or will be
incorrect when delivered in any respect material to the rights or interests of
the Lenders under the Credit Documents.

                  SECTION 3.11. Use of Proceeds. The proceeds of the Loans will
be used only for the purposes referred to in the preamble to this Agreement. No
part of the proceeds of any Loan will be used, whether directly or indirectly,
for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X.

                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01. Effective Date. The obligations of the Lenders
to make Loans hereunder shall not become effective until the date on which each
of the following conditions is satisfied (or waived in accordance with Section
9.02):

                  (a) The Administrative Agent (or its counsel) shall have
         received from the Borrower, the Administrative Agent and each Lender
         either (i) counterparts of this Agreement signed on behalf of each such
         party or (ii) written evidence satisfactory to the Administrative Agent
         (which may include telecopy transmission of a signed signature page of
         this Agreement) that each such party has signed a counterpart of this
         Agreement.

                  (b) The Administrative Agent shall have received favorable
         written opinions (addressed to the Administrative Agent and the Lenders
         and dated the Effective Date) of (i) Covington & Burling, counsel for
         the Borrower, substantially in the form of Exhibit E-1 and (ii) the
         General Counsel, the Associate General Counsel or an Assistant General
         Counsel of the Borrower, substantially in the form of Exhibit E-2, and
         covering such other matters relating to the Credit Parties, the Credit
         Documents or the Transactions as the Administrative Agent or the
         Majority Lenders shall reasonably request.

                  (c) The Administrative Agent shall have received such
         documents and certificates as the Administrative Agent or its counsel
         may reasonably request relating to the organization, existence and good
         standing of each Credit Party, the authorization by the Credit Parties
         of the Transactions and any other legal matters relating to the
         Borrower, the other Credit Parties, the Credit Documents or the
         Transactions, all in form and substance reasonably satisfactory to the
         Administrative Agent and its counsel.

                                       37



                  (d) The Lenders shall have received drafts in substantially
         final form of the Borrower's Annual Report on Form 10-K for the fiscal
         year ended December 31, 2002, containing the Borrower's consolidated
         balance sheet and statements of income, stockholders' equity and cash
         flows as of the end of and for such fiscal year.

                  (e) The representations and warranties set forth in Article
         III shall be true and correct in all material respects on the Effective
         Date and the Administrative Agent shall have received a certificate
         signed by a Financial Officer to that effect.

                  (f) The Borrower and the other Credit Parties shall be in
         compliance with all the terms and provisions set forth herein and in
         the other Credit Documents in all material respects on their part to be
         observed or performed, and at the time of and immediately after the
         Effective Date, no Default shall have occurred and be continuing, and
         the Administrative Agent shall have received a certificate signed by a
         Financial Officer to that effect.

                  (g) the Convertible Term Loan Agreement dated as of February
         4, 1998, between the Borrower and Banque Nationale de Paris S.A.,
         Dublin Branch, as amended and in effect on the date hereof, shall have
         been terminated.

                  (h) The Administrative Agent shall have received all fees and
         other amounts due and payable on or prior to the Effective Date,
         including, to the extent invoiced, reimbursement or payment of all
         out-of-pocket expenses required to be reimbursed or paid by the
         Borrower hereunder.

                  (i) The Administrative Agent shall have received (i) a
         completed Perfection Certificate dated the Effective Date and signed by
         a Financial Officer, together with all attachments contemplated
         thereby, and (ii) the results of a search of the Uniform Commercial
         Code (or equivalent) filings made with respect to the Credit Parties in
         the jurisdictions referred to in paragraph 1 of the Perfection
         Certificate and copies of the financing statements (or similar
         documents) disclosed by such search.

                  (j) the Administrative Agent shall have received from the
         Borrower and each Domestic Subsidiary (other than the Excluded
         Subsidiaries and the Consent Subsidiaries) a counterpart of the
         Guarantee and Collateral Agreement duly executed and delivered on
         behalf of the Borrower or such Subsidiary as a US Guarantor and (except
         in the case of a Subsidiary that shall have had consolidated assets of
         less than $10,000,000 at December 31, 2002) a US Facilities Grantor;

                  (k) the Collateral Agent shall have received certificates
         representing all Equity Interests (other than any uncertificated Equity
         Interests) pledged pursuant to the Guarantee and Collateral Agreement,
         together with undated stock powers or other instruments of transfer
         with respect thereto endorsed in blank;

                                       38



                  (l) all Uniform Commercial Code financing statements and
         recordations with the United States Patent and Trademark Office and the
         Federal Aviation Administration required by law or reasonably requested
         by the Collateral Agent to be filed or recorded to perfect the Liens
         intended to be created on the US Facilities Collateral (to the extent
         such Liens may be perfected by filings under the Uniform Commercial
         Code as in effect in any applicable jurisdiction or by filings with the
         United States Patent and Trademark Office or the Federal Aviation
         Administration) shall have been filed or recorded or delivered to the
         Collateral Agent for filing or recording; and

                  (m) the Collateral Agent shall have received (i) counterparts
         of a Mortgage with respect to each Mortgaged Property, duly executed
         and delivered by the record owner of such Mortgaged Property, (ii) a
         policy or policies of title insurance issued by a nationally recognized
         title insurance company insuring the Lien of each such Mortgage as a
         valid first Lien on the Mortgaged Property described therein, free of
         any other Liens (other than Liens referred to in such policies of title
         insurance and acceptable to the Administrative Agent and Liens
         permitted by Section 6.02), together with such endorsements as the
         Collateral Agent or the Majority Lenders may reasonably request, and
         (iii) such legal opinions and other documents as shall reasonably have
         been requested by the Collateral Agent with respect to any such
         Mortgage or Mortgaged Property.

                  (n) The Commitments under its Amended and Restated 364-Day
         Credit Agreement dated as of August 13, 2002, shall have been
         terminated and all outstanding loans, interest, fees and other amounts
         accrued thereunder and under its Term Loan Agreement dated as of March
         30, 2001, as amended, shall have been paid in full.

The Collateral Agent may enter into agreements with the Borrower to grant
extensions of time for the perfection of security interests in or the obtaining
of surveys, title insurance, legal opinions or other documents with respect to
particular assets (including extensions beyond the Effective Date for the
perfection of security interests in the assets of the Grantors on such date)
where it determines that perfection cannot be accomplished without undue effort
or expense by the time or times at which it would otherwise be required by this
Agreement or the Security Documents. The Loans made, the application of the
proceeds thereof and the termination of existing Indebtedness on the Effective
Date shall be deemed to occur simultaneously.

                  The Administrative Agent shall notify the Borrower and the
Lenders of the Effective Date in writing, and such notice shall be conclusive
and binding. Notwithstanding the foregoing, the obligations of the Lenders to
make Loans hereunder shall not become effective unless each of the foregoing
conditions shall have been satisfied (or waived pursuant to Section 9.02) at or
prior to 5:00 p.m., New York City time, on April 1, 2003 (and, in the event such
conditions are not so satisfied or waived, the Commitments shall terminate at
such time).

                                       39



                                   ARTICLE V

                              Affirmative Covenants

                  Until the Commitments shall have expired or been terminated
and the principal of and interest on each Loan and all fees payable hereunder
shall have been paid in full, the Borrower covenants and agrees with the Lenders
that:

                  SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and each Lender:

                  (a) as soon as available and in any event within 110 days
         after the end of each fiscal year of the Borrower, its audited
         consolidated balance sheet and related statements of income,
         stockholders' equity and cash flows as of the end of and for such year,
         setting forth in each case in comparative form the figures for the
         previous fiscal year, all reported on by PricewaterhouseCoopers or
         other independent public accountants of recognized national standing
         (without any qualification or exception as to the scope of such audit)
         to the effect that such consolidated financial statements present
         fairly in all material respects the financial condition and results of
         operations of the Borrower and its Consolidated Subsidiaries in
         accordance with GAAP consistently applied;

                  (b) as soon as available and in any event within 60 days after
         the end of each of the first three fiscal quarters of each fiscal year
         of the Borrower, its consolidated balance sheet and related statements
         of income, stockholders' equity and cash flows as of the end of and for
         such fiscal quarter and the then elapsed portion of the fiscal year,
         setting forth in each case in comparative form the figures for the
         corresponding period or periods of (or, in the case of the balance
         sheet, as of the end of) the previous fiscal year, all certified by one
         of its Financial Officers as presenting fairly in all material respects
         the financial condition and results of operations of the Borrower and
         its Consolidated Subsidiaries in accordance with GAAP consistently
         applied, subject to normal year-end audit adjustments and the absence
         of footnotes;

                  (c) at the time of each delivery of financial statements under
         clause (a) or (b) above, a certificate of a Financial Officer (i)
         certifying as to whether a Default has occurred and, if a Default has
         occurred, specifying the details thereof and any action taken or
         proposed to be taken with respect thereto, (ii) demonstrating
         compliance with Sections 6.08, 6.09, 6.10 and 6.11 at the end of the
         period to which such financial statements relate and for each
         applicable period then ended, and (iii) stating whether any change in
         GAAP or in the application thereof has occurred since the date of the
         most recent audited financial statements delivered under clause (a)
         above (or, prior to the delivery of any such financial statements,
         since December 31, 2002) and, if any such change has occurred,
         specifying the effect of such change on the financial statements
         accompanying such certificate;

                                       40



                  (d) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by the Borrower or any Subsidiary with the United States
         Securities and Exchange Commission, or any Governmental Authority
         succeeding to any or all of the functions of said Commission, or with
         any national securities exchange, or distributed by the Borrower to its
         shareholders generally, as the case may be;

                  (e) at the time of each delivery of financial statements under
         clause (a) or (b) above, and at such other times as the Borrower may
         determine, a certificate of a Financial Officer identifying each
         Domestic Subsidiary formed or acquired after the Effective Date and not
         previously identified in a certificate delivered pursuant to this
         paragraph, stating whether each such Domestic Subsidiary is a Consent
         Subsidiary and describing the factors that shall have led to the
         identification of any such Domestic Subsidiary as a Consent Subsidiary;

                  (f) from time to time, all information and documentation
         required to be delivered under Section 4.04 of the Guarantee and
         Collateral Agreement;

                  (g) at the time of each delivery of financial statements under
         clause (a) or (b) above, a certificate of a Financial Officer of the
         Borrower certifying that the requirements of Section 5.08 have been
         satisfied in all material respects; and

                  (h) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of the Borrower or any Subsidiary, or compliance with the
         terms of this Agreement, or the perfection of the security interests
         created by the Security Documents, as the Administrative Agent or any
         Lender may reasonably request.

Information required to be delivered pursuant to this Section 5.01 shall be
deemed to have been delivered if such information, or one or more annual or
quarterly reports containing such information, shall have been posted by the
Administrative Agent on an IntraLinks or similar site to which the Lenders have
been granted access or shall be available on the website of the Securities and
Exchange Commission at http://www.sec.gov; provided that the Borrower shall
deliver paper copies of such information to any Lender that requests such
delivery. Information required to be delivered pursuant to this Section 5.01 may
also be delivered by electronic communications pursuant to procedures approved
by the Administrative Agent.

                  SECTION 5.02. Notices of Defaults. The Borrower will furnish
to the Administrative Agent and each Lender prompt written notice of the
occurrence of any Default, together with a statement of a Financial Officer or
other executive officer of the Borrower setting forth the details of the event
or development requiring such notice and any action taken or proposed to be
taken with respect thereto.

                  SECTION 5.03. Existence; Conduct of Business. The Borrower
will, and will cause each of the Subsidiaries to, do or cause to be done all
things necessary to

                                       41


preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
its business, except to the extent that failures to keep in effect such rights,
licenses, permits, privileges and franchises would not be materially likely,
individually or in the aggregate for all such failures, to result in a Material
Adverse Change; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.04.

                  SECTION 5.04. Maintenance of Properties. The Borrower will,
and will cause each of the Subsidiaries to, keep and maintain all its property
in good working order and condition, ordinary wear and tear excepted, except to
the extent any failure to do so would not, individually or in the aggregate, be
materially likely to result in a Material Adverse Change (it being understood
that the foregoing shall not prohibit any sale of any assets permitted by
Section 6.06).

                  SECTION 5.05. Books and Records; Inspection and Audit Rights.
The Borrower will, and will cause each of the Subsidiaries to, keep books of
record and account sufficient to enable the Borrower to prepare the financial
statements and other information required to be delivered under Section 5.01.
The Borrower will, and will cause each of the Subsidiaries to, permit any
representatives designated by the Administrative Agent (or by any Lender acting
through the Administrative Agent), upon reasonable prior notice, to visit and
inspect its properties (accompanied by a representative of the Borrower) and to
discuss its affairs, finances and condition with its officers, all at such
reasonable times and as often as reasonably requested.

                  SECTION 5.06. Compliance with Laws. The Borrower will, and
will cause each of the Subsidiaries to, comply with all laws, including
Environmental Laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property, except where the failure to do so,
individually or in the aggregate, would not be materially likely to result in a
Material Adverse Change.

                  SECTION 5.07. Insurance. The Borrower will, and will cause
each of the Subsidiaries to, maintain, with financially sound and reputable
insurance companies, insurance in such amounts and against such risks as are
customary among companies of established reputation engaged in the same or
similar businesses and operating in the same or similar locations, except to the
extent the failure to do so would not be materially likely to result in a
Material Adverse Change. The Borrower will furnish to the Administrative Agent
or any Lender, upon request, information in reasonable detail as to the
insurance so maintained.

                  SECTION 5.08. Guarantees and Collateral. (a) In the event that
there shall at any time exist any Domestic Subsidiary (other than an Excluded
Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and
Collateral Agreement, the Borrower will promptly notify the Collateral Agent
(including in such notice the information that would have been required to be
set forth with respect to such Subsidiary in the Perfection Certificate if such
Subsidiary had been one of the Grantors listed

                                       42



therein) and will, within 30 days (or such longer period as may be reasonable
under the circumstances) after such notification, deliver to the Collateral
Agent a supplement to the Guarantee and Collateral Agreement, in substantially
the form specified therein, duly executed and delivered on behalf of such
Domestic Subsidiary, pursuant to which such Domestic Subsidiary will become a
party to and a US Guarantor and, if it elects to become a US Facilities Grantor
or if its consolidated assets are greater than $10,000,000 as of December 31,
2002, or if later, as of the end of the most recent fiscal quarter for which
financial statements have been delivered pursuant to Section 5.01(a) or (b), a
US Facilities Grantor, in each case as defined in the Guarantee and Collateral
Agreement.

                  (b) In the event that the Borrower or any other Grantor shall
at any time directly own any Equity Interests of any Subsidiary (other than (i)
Equity Interests in any Subsidiary with consolidated assets not greater than
$10,000,000 as of December 31, 2002, or if later, as of the end of the most
recent fiscal quarter for which financial statements have been delivered
pursuant to Section 5.01(a) or (b), (ii) Equity Interests in any Excluded
Subsidiary or Consent Subsidiary and (iii) Equity Interests already pledged in
accordance with this paragraph or Section 4.01(l)), the Borrower will promptly
notify the Collateral Agent and will, within 30 days (or such longer period as
may be reasonable under the circumstances) after such notification, cause such
Equity Interests to be pledged under the Guarantee and Collateral Agreement and
cause to be delivered to the Collateral Agent any certificates representing such
Equity Interests, together with undated stock powers or other instruments of
transfer with respect thereto endorsed in blank; provided, that (A) no Grantor
shall be required to pledge more than 65% of outstanding voting Equity Interests
of any Foreign Subsidiary and (B) no Grantor shall be required to pledge any
Equity Interests in any Foreign Subsidiary if a Financial Officer shall have
delivered a certificate to the Administrative Agent certifying that the Borrower
has determined, on the basis of reasonable inquiries in the jurisdiction of such
Person, that such pledge would affect materially and adversely the ability of
such Person to conduct its business in such jurisdiction..

                  (c) In the event that the Borrower or any other Grantor shall
at any time directly own any Equity Interests of any Material Foreign Subsidiary
(other than Equity Interests already pledged in accordance with this paragraph
and Equity Interests in any Consent Subsidiary), the Borrower will promptly
notify the Collateral Agent and will take all such actions as the Collateral
Agent shall reasonably request and as shall be available under applicable law to
cause such Equity Interests to be pledged under a Foreign Pledge Agreement and
cause to be delivered to the Collateral Agent any certificates representing such
Equity Interests, together with undated stock powers or other instruments of
transfer with respect thereto endorsed in blank; provided, that (A) no Grantor
shall be required to pledge more than 65% of outstanding voting Equity Interests
of any Foreign Subsidiary and (B) no Grantor shall be required to pledge any
Equity Interests in any Person if a Financial Officer shall have delivered a
certificate to the Administrative Agent certifying that the Borrower has
determined, on the basis of reasonable inquiries in the jurisdiction of such
Person, that such pledge would affect

                                       43



materially and adversely the ability of such Person to conduct its business in
such jurisdiction.

                  (d) In the event that the Borrower or any other Grantor shall
at any time own any Material Intellectual Property (other than Material
Intellectual Property as to which the actions required by this paragraph have
already been taken), the Borrower will promptly notify the Collateral Agent and
will file all Uniform Commercial Code financing statements and recordations with
the Patent and Trademark Office as shall be required by law or reasonably
requested by the Collateral Agent to be filed or recorded to perfect the Liens
intended to be created on the US Facilities Collateral (to the extent such Liens
may be perfected by filings under the Uniform Commercial Code as in effect in
any applicable jurisdiction or by filings with the United States Patent and
Trademark Office); provided, that if the consents of Persons other than the
Borrower and the Wholly Owned Subsidiaries would be required under applicable
law or the terms of any agreement in order for a security interest to be created
in any Material Intellectual Property under the Guarantee and Collateral
Agreement, a security interest shall not be required to be created in such
Material Intellectual Property prior to the obtaining of such consents. The
Borrower will endeavor in good faith to obtain any consents required to permit
any security interest in Material Intellectual Property to be created under the
Guarantee and Collateral Agreement.

                  (e) The Borrower will, and will cause each Subsidiary to,
execute any and all further documents, financing statements, agreements and
instruments, and take all such further actions, as may be reasonably requested
by the Collateral Agent in order to cause the security interests purported to be
created by the Security Documents or required to be created under the terms of
this Agreement to constitute valid security interests, perfected in accordance
with this Agreement.

                  (f) During the period of 45 days after the Effective Date, the
Borrower will endeavor in good faith to obtain any consents of third parties
required in order for each Domestic Subsidiary listed on Part II of Schedule
1.01A to execute the Guarantee and Collateral Agreement as a US Guarantor and,
if its consolidated assets are greater than $10,000,000 as of December 31, 2002,
or if later, as of the end of the most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 5.01(a) or (b), a US
Facilities Grantor and perform its obligations thereunder, or in order for
Equity Interests of each such Subsidiary to be pledged under the Security
Documents, as the case may be, and shall advise the Collateral Agent in writing
whether such consents have been obtained, and if such consents have been
obtained, will cause such Domestic Subsidiary to execute the Guarantee and
Collateral Agreement as provided in paragraph (a) above or cause the Equity
Interests of each such Domestic Subsidiary to be pledged under the Security
Documents, as provided in paragraph (b) above, as the case may be.

                                       44



                                   ARTICLE VI

                               Negative Covenants

                  Until the Commitments shall have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Borrower covenants and agrees with the Lenders that:

                  SECTION 6.01. Indebtedness and Preferred Equity Interests. The
Borrower will not, and will not permit any Consolidated Subsidiary to, create,
incur, assume or permit to exist any Indebtedness, or issue any preferred stock
or other preferred Equity Interests, except:

                  (a) Indebtedness under this Agreement (and related
         Indebtedness under the Security Documents);

                  (b) Indebtedness under the other New Facilities Credit
         Agreements (and related Indebtedness under the Security Documents) in
         an amount for each New Facilities Credit Agreement not greater than the
         aggregate amount of the outstanding loans and unfunded commitments of
         the lenders thereunder on the Effective Date, and additional
         Indebtedness that may be incurred under the ABL Facilities that does
         not result in the aggregate principal amount of Indebtedness under the
         ABL Facilities exceeding $1,600,000,000;

                  (c) other Indebtedness existing (or incurred pursuant to
         commitments to lend existing) on March 31, 2003, substantially all of
         which is set forth or described in Schedule 6.01 (as such Schedule 6.01
         shall be modified in connection with the delivery of financial
         statements in respect of the fiscal period ended on March 31, 2003);

                  (d) Indebtedness owed to the Borrower or any Subsidiary and
         permitted under Section 6.05(b);

                  (e) Guarantees expressly permitted under Section 6.05;

                  (f) Indebtedness of Foreign Subsidiaries (other than the
         European JV and its subsidiaries and Luxembourg Finance (it being
         understood that Indebtedness of Goodyear S.A., organized under the laws
         of Luxembourg, existing on the date hereof shall be counted against the
         limitation set forth in this Section 6.01(f) from and after the date on
         which it becomes secured)) in an aggregate principal amount (excluding
         Indebtedness existing or incurred under the other clauses of this
         Section 6.01 and under Section 6.05(b)) not greater than $200,000,000
         outstanding at any time;

                                       45



                  (g) Securitization Transactions (other than those permitted by
         Sections 6.01(j) and (l)) in an aggregate amount not greater than
         $275,000,000 outstanding at any time;

                  (h) Indebtedness of the Borrower or any Subsidiary incurred to
         finance the acquisition, construction or improvement of any fixed or
         capital assets, including Capital Lease Obligations and any
         Indebtedness assumed in connection with the acquisition of any such
         assets or secured by a Lien on any such assets prior to the acquisition
         thereof; provided that such Indebtedness is incurred prior to or within
         180 days after such acquisition or the completion of such construction
         or improvement;

                  (i) Attributable Debt of the Borrower or any Subsidiary
         incurred pursuant to Sale and Leaseback Transactions permitted by
         Section 6.03;

                  (j) Indebtedness of any Person that becomes a Subsidiary after
         the date hereof as a result of a transaction expressly permitted under
         Section 6.05(e); provided that such Indebtedness exists at the time
         such Person becomes a Subsidiary and is not created in contemplation of
         or in connection with such Person becoming a Subsidiary;

                  (k) obligations of the Borrower and the Subsidiaries existing
         on the date hereof (other than Guarantees, Securitization Transactions
         and Sale and Leasebacks) that would not constitute Indebtedness that
         would appear as liabilities on a consolidated balance sheet of the
         Borrower under GAAP as in effect on the date hereof and that, as a
         result of changes in GAAP after the date hereof, shall be required to
         be reflected on such a balance sheet as liabilities;

                  (l) Indebtedness of any Subsidiary that is not a Consolidated
         Subsidiary under GAAP as in effect on the date hereof (and in the event
         that any such Subsidiary shall become a Consolidated Subsidiary,
         Indebtedness of such Subsidiary existing at the time it becomes a
         Consolidated Subsidiary);

                  (m) any extension, renewal, refinancing or replacement of any
         Indebtedness referred to in any of clauses (a) through (l) above that
         does not increase the outstanding principal amount thereof (except to
         the extent necessary to pay the fees, expenses, underwriting discounts
         and prepayment premiums in connection therewith) or change the parties
         directly or indirectly responsible for the payment of such
         Indebtedness; provided that (i) any such refinancing or replacement
         Indebtedness shall not shorten the maturity of the Indebtedness
         refinanced or replaced or add a requirement not previously applicable
         to the Indebtedness refinanced or replaced that such Indebtedness be
         prepaid, redeemed, repurchased or defeased on one or more scheduled
         dates or upon the happening of one or more events (other than events of
         default or change of control events) before the maturity of the
         Indebtedness refinanced or replaced and (ii) any such refinancing or
         replacement of Indebtedness under any revolving credit or similar

                                       46



         facility shall be accompanied by the termination of the portion of the
         commitments under such facility under which such refinanced or replaced
         Indebtedness shall have been outstanding;

                  (n) Indebtedness arising from the honoring of a check, draft
         or similar instrument presented by the Borrower or a Subsidiary against
         insufficient funds;

                  (o) Indebtedness pursuant to any Swap Agreement entered into
         to hedge against risks to which the businesses of the Borrower and the
         Subsidiaries are exposed, and not for speculative purposes;

                  (p) unsecured surety and performance bonds entered into in the
         ordinary course of business and not securing Indebtedness;

                  (q) other unsecured Indebtedness for borrowed money of the
         Borrower, or preferred Equity Interests of the Borrower ("Permitted
         Preferred Stock"), or any combination thereof, not maturing or required
         to be prepaid, redeemed, repurchased or defeased prior to the Maturity
         Date, whether on one or more scheduled dates or upon the happening of
         one or more events (other than events of default (or similar events
         relating to Equity Interests) or change of control events), and any
         Guarantee of such Indebtedness provided by any Subsidiary that is a US
         Guarantor under the Guarantee and Collateral Agreement that is
         subordinated to the Obligations on terms in no material respect less
         favorable to the Lenders than market terms prevailing at the time such
         Guarantee is issued; provided that the aggregate principal or stated
         amount of such Indebtedness (or of the Indebtedness it Guarantees) or
         preferred Equity Interests created or assumed pursuant to this clause
         (q) and outstanding at any time, without duplication, shall not exceed
         $1,000,000,000; provided further, that for purposes of this paragraph,
         any trust preferred stock or similar preferred Equity Interest issued
         by a special purpose entity substantially all the assets of which
         consist of Indebtedness or preferred Equity Interests of the Borrower
         will be deemed to be a preferred Equity Interest of the Borrower;

                  (r) a Securitization Transaction in an aggregate amount not
         greater than $15,000,000 outstanding at any time involving accounts
         receivable, rights to future lease payments or residuals or other
         financial assets, and related property of Goodyear Australia Pty
         Limited; and

                  (s) other Indebtedness in an aggregate amount at any time
         outstanding not to exceed $25,000,000.

                  SECTION 6.02. Liens. The Borrower will not, and will not
permit any Consolidated Subsidiary to, create, incur, assume or permit to exist
any Lien on any property or asset now owned or hereafter acquired by it, or
assign or sell any income or revenues (including accounts receivable) or rights
in respect of any thereof (other than sales of delinquent receivables and sales
of receivables in the ordinary course of business

                                       47



(other than Securitization Transactions and factoring transactions) for the
purpose of accelerating collection of such receivables), except:

                  (a) Liens created under the New Facility Documents;

                  (b) Permitted Encumbrances;

                  (c) any Lien on any property or asset of the Borrower or any
         Subsidiary existing on the Effective Date and set forth in Schedule
         6.02; provided that (i) such Lien shall not apply to any other property
         or asset of the Borrower or any Subsidiary and (ii) such Lien shall
         secure only those obligations which it secures on the Effective Date
         and extensions, renewals and replacements thereof that do not increase
         the outstanding principal amount thereof;

                  (d) any Lien existing on any property or asset prior to the
         acquisition thereof by the Borrower or any Subsidiary or existing on
         any property or asset of any Person that becomes a Subsidiary after the
         date hereof prior to the time such Person becomes a Subsidiary;
         provided that (i) such Lien secures Indebtedness permitted by clause
         (h) or (j) of Section 6.01, (ii) such Lien is not created in
         contemplation of or in connection with such acquisition or such Person
         becoming a Subsidiary, as the case may be, (iii) such Lien shall not
         apply to any other property or assets of the Borrower or any
         Subsidiary, and (iv) such Lien shall secure only those obligations
         which it secures on the date of such acquisition or the date such
         Person becomes a Subsidiary, as the case may be, and extensions,
         renewals and replacements thereof that do not increase the outstanding
         principal amount thereof;

                  (e) Liens on assets acquired, constructed or improved by the
         Borrower or any Subsidiary; provided that (i) such Liens secure
         Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such
         Liens and the Indebtedness secured thereby are incurred prior to or
         within 180 days after such acquisition or the completion of such
         construction or improvement, (iii) the Indebtedness secured thereby
         does not exceed the cost of acquiring, constructing or improving such
         assets and (iv) such Liens shall not apply to any other property or
         assets of the Borrower or any Subsidiary;

                  (f) Liens on assets of Foreign Subsidiaries (other than the
         European JV and its subsidiaries and Luxembourg Finance) securing
         Indebtedness incurred under Section 6.01(f);

                  (g) Liens in connection with Securitization Transactions
         permitted under Section 6.01(g) and (r);

                  (h) Liens in connection with Sale and Leaseback Transactions
         permitted by Section 6.03;

                                       48



                  (i) Liens on specific items of inventory or other goods (and
         proceeds thereof) securing obligations in respect of bankers'
         acceptances issued for the account of the Borrower or a Subsidiary to
         facilitate the purchase, shipment or storage of such items of inventory
         or other goods;

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

                  (k) any interest of a lessor in property subject to an
         operating lease;

                  (l) Liens referred to in policies of title insurance with
         respect to Mortgaged Property delivered to the Administrative Agent
         prior to the Effective Date; and

                  (m) other Liens on assets not constituting Collateral;
         provided that the aggregate amount of the Indebtedness and other
         obligations secured by such Liens shall at no time exceed $25,000,000.

                  SECTION 6.03. Sale and Leaseback Transactions. The Borrower
will not, and will not permit any of the Consolidated Subsidiaries to, enter
into or be party to any Sale and Leaseback Transaction other than (a) Sale and
Leaseback Transactions existing on the date hereof and any replacement Sale and
Leaseback Transactions that do not involve assets other than those subject to
the Sale and Leaseback Transactions they replace and do not increase the
Attributable Debt related thereto and (b) other Sale and Leaseback Transactions
the aggregate outstanding Attributable Debt in respect of which does not exceed
$100,000,000.

                  SECTION 6.04. Fundamental Changes. The Borrower will not, and
will not permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
sell, transfer, lease or otherwise dispose of (in one transaction or in a series
of transactions) assets (including capital stock of Subsidiaries) constituting
all or substantially all the assets of the Borrower and its Consolidated
Subsidiaries, taken as a whole, or, in the case of the Borrower, liquidate or
dissolve, except that, if at the time thereof and immediately after giving
effect thereto no Default shall have occurred and be continuing (i) any
Subsidiary may merge into the Borrower in a transaction in which the Borrower is
the surviving corporation, (ii) any Subsidiary may merge into any other
Subsidiary in a transaction in which the surviving entity is a Subsidiary;
except that no Domestic Subsidiary may merge into a Foreign Subsidiary, (iii)
any sale of a Subsidiary made in accordance with Section 6.06 may be effected by
a merger of such Subsidiary and (iv) any Subsidiary may sell, transfer, lease or
otherwise dispose of its assets to the Borrower or to another Subsidiary;
provided that any Investment that takes the form of a merger or consolidation
(other than any merger or consolidation involving the Borrower) that is
expressly permitted by Section 6.05 shall be permitted under this Section 6.04.

                                       49



                  SECTION 6.05. Investments, Loans, Advances and Guarantees. The
Borrower will not, and will not permit any of the Consolidated Subsidiaries to,
purchase or acquire (including pursuant to any merger with any Person that was
not a Wholly Owned Subsidiary prior to such merger) any capital stock, evidences
of Indebtedness or securities (including any option, warrant or other right to
acquire any of the foregoing) of, make any loans or advances to, make any
Guarantee of any obligations of, or make any investment in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit (each of the
foregoing, an "Investment" in such Person), except:

                  (a) Permitted Investments;

                  (b) Investments by the Borrower and the Subsidiaries in
         Subsidiaries or the Borrower; provided that no Investment shall made by
         any Credit Party in a Subsidiary that is not a Credit Party pursuant to
         this clause (b) except (i) Investments (A) to fund working capital
         needs of such Subsidiary, (B) to replace amounts available under credit
         facilities or other financings of such Subsidiary existing on the date
         hereof that shall have matured or shall have been terminated or
         reduced, (C) to cover losses from operations of such Subsidiary and (D)
         to provide funds for Capital Expenditures or acquisitions permitted to
         be made by such Subsidiary; provided further, that Equity Interests in
         the European JV or any subsidiary thereof may not be transferred to any
         Subsidiary that is not the European JV or any subsidiary thereof;

                  (c) any Investment by a Credit Party in a Consolidated
         Subsidiary that is not a Credit Party in the form of a transfer of
         assets used in or directly relating to any manufacturing process (but
         excluding any cash or financial asset) from a jurisdiction having
         higher manufacturing costs to a jurisdiction having lower manufacturing
         costs, provided that the aggregate book value of all assets subject to
         all such transfers from and after the Effective Date shall not exceed
         $250,000,000; and any Investment by Goodyear Dunlop Tires NA in a
         Consolidated Subsidiary;

                  (d) Guarantees expressly permitted under Section 6.01;

                  (e) on or after June 30, 2003, the acquisition of any Equity
         Interest; provided that the aggregate consideration paid by the
         Borrower and the Subsidiaries in all such acquisitions (including
         Indebtedness assumed by the Borrower or any Subsidiary) shall not
         exceed $100,000,000 plus the aggregate Net Cash Proceeds from
         Prepayment Events after the date hereof that (i) shall not have been
         required to be applied to prepay loans under any of the New Facilities
         Credit Agreements and (ii) shall not have been used to make Capital
         Expenditures that would otherwise have been prohibited by Section 6.08;

                  (f) Guarantees not permitted by any other clause of this
         Section 6.05 incurred in the ordinary course of business and consistent
         with past practices in an

                                       50



         aggregate amount for all such Guarantees at any time outstanding not
         exceeding $50,000,000;

                  (g) Investments received in connection with the bankruptcy or
         reorganization of, or settlement of delinquent accounts and disputes
         with, customers and suppliers, in each case in the ordinary course of
         business;

                  (h) Investments for consideration consisting solely of common
         stock of the Borrower;

                  (i) Equity Interests and debt obligations obtained by the
         Borrower or any Subsidiary as consideration for any asset sale
         permitted under Section 6.06;

                  (j) Investments in Persons in which the Borrower or any
         Subsidiary has an Equity Interest on the date hereof, including
         Wingfoot Commercial Tire Systems LLC, SAVA Tires Joint Venture Holding
         d.o.o. and South Pacific Tyres that are (i) required to be made as a
         result of the exercise by other holders of Equity Interests in such
         joint ventures of put options or (ii) required to avoid dilution of the
         Borrower's or such Subsidiary's percentage ownership interest therein
         and in an aggregate amount not greater than $200,000,000 during the
         term of this Agreement;

                  (k) Investments that are included in Capital Expenditures for
         the respective periods during which such Investments are made and that
         are permitted under Section 6.08;

                  (l) the purchase of Equity Interests in Sava Joint Venture
         Holding d.o.o.;

                  (m) loans and advances to officers and employees of the
         Borrower and its Subsidiaries in the ordinary course of business;

                  (n) Investments in prepaid expenses in the ordinary course of
         business or in respect of required pension fund contributions;

                  (o) negotiable instruments held for collection and lease,
         utility, workers' compensation, performance and other similar deposits
         in the ordinary course of business;

                  (p) Investments in any Subsidiary that engages in no
         activities other than those related to a Securitization Transaction in
         order to capitalize such Subsidiary at a level customary for a
         securitization vehicle in such a transaction;

                  (q) Investments constituting loans or advances by the European
         J.V. or any J.V. Subsidiary (as defined in the European Facilities
         Agreement) to the Borrower or any of its Subsidiaries (other than the
         European J.V., its Subsidiaries and Luxembourg Finance) as part of cash
         management consistent with past practices in an aggregate amount for
         all such Investments at any time outstanding

                                       51



         not exceeding $75,000,000, other Investments the proceeds of which are
         used (i) to repay Loans or (ii) if there are no outstanding Loans, to
         reduce commitments under the US Revolving Facility in an amount equal
         to the amount of such Investments;

                  (r) Investments of the proceeds of any Securitization
         Transaction under Section 6.01(r) in South Pacific Tyres; and

                  (s) Investments not permitted by any other clause of this
         Section in an aggregate amount at any time outstanding not greater than
         $25,000,000.

                  SECTION 6.06. Asset Dispositions. The Borrower will not, and
will not permit any of the Consolidated Subsidiaries to, sell, transfer, lease
or otherwise dispose of (each a "Sale") any asset, including any Equity
Interest, owned by it, nor will the Borrower permit any of the Subsidiaries to
issue any additional Equity Interest in such Subsidiary, except:

                  (a) Sales in the ordinary course of business of inventory and
         worn out or surplus equipment and Permitted Investments, and Sales in
         the ordinary course of business and consistent with past practices of
         assets other than property, plant, Investments in Subsidiaries and
         Intellectual Property; provided that licensing of Intellectual Property
         in the ordinary course of business and consistent with past practices
         shall be permitted;

                  (b) Sales to the Borrower or a Subsidiary; provided that any
         such sale, transfer or disposition by a Credit Party to a Subsidiary
         that is not a Credit Party shall be made in compliance with Section
         6.05;

                  (c) the Sale of Equity Interests in Sava Joint Venture Holding
         d.o.o. to the European JV or any Subsidiary thereof (and any sale of
         such Equity Interests to the Borrower in connection therewith);

                  (d) Sales of accounts receivable or interests therein in
         Securitization Transactions permitted under Sections 6.01(g) and (r);

                  (e) Sales of assets in Sale and Leaseback Transactions
         permitted under Section 6.03;

                  (f) Sales of any Equity Interests in any Person that is not a
         Subsidiary;

                  (g) Sales to Persons other than the Borrower or any Subsidiary
         of assets listed on Schedule 6.06; provided that (i) at least 50% of
         the consideration received in each such Sale of the assets listed on
         Part I of Schedule 6.06 shall consist of cash and (ii) at least 75% of
         the consideration received in each other such Sale listed on Part II of
         Schedule 6.06 shall consist of cash;

                                       52



                  (h) Sales to the extent the aggregate value of the
         consideration received in any such Sale or series of related Sales does
         not exceed $10,000,000;

                  (i) Investments expressly permitted by Section 6.05; and

                  (j) Sales (other than Sales of accounts receivable or
         inventory) that are not permitted by any other clause of this Section
         6.06; provided that (i) the aggregate consideration received in respect
         of all such Sales in reliance upon this clause (j) shall not exceed
         $250,000,000 in the aggregate, (ii) all Sales permitted pursuant to
         this clause (j) shall be made for fair value, as reasonably determined
         by the Borrower, and (iii) at least 75% of the consideration received
         in each such Sale shall consist of cash.

                  SECTION 6.07. Restricted Payments. (a) The Borrower will not,
and will not permit any of the Subsidiaries to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, except that (i) the
Borrower may declare and pay dividends payable solely in additional shares of
its common stock, (ii) so long as no Event of Default shall exist, the Borrower
may declare and pay cash dividends and other regularly scheduled distributions
on shares of its Permitted Preferred Stock, (iii) Subsidiaries may make
Restricted Payments ratably with respect to any class of their respective Equity
Interests, (iv) the Borrower may make Restricted Payments pursuant to and in
accordance with stock option or rights plans or other benefit plans for
management, employees, directors or consultants of the Borrower or any
Subsidiary and (v) the Borrower and its Subsidiaries may make Investments
expressly permitted under Section 6.05(j).

                  (b) The Borrower will not, nor will it permit any of the
Subsidiaries to, make or agree to make, directly or indirectly, any payment or
other distribution (whether in cash, securities or other property), except
payments or distributions made in common stock of the Borrower, to any Person
other than the Borrower or a Subsidiary in respect of principal of or interest
on any Indebtedness, or any payment or other distribution (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, defeasance, acquisition,
cancelation or termination of any Indebtedness of the Borrower or any
Subsidiary, except:

                  (i) payments and prepayments under this Agreement (ratably in
         accordance with the Commitments of the Lenders) and the other New
         Facilities Credit Agreements;

                  (ii) regularly scheduled and other mandatory interest and
         principal payments (including pursuant to sinking fund requirements) as
         and when due in respect of any Indebtedness;

                  (iii) refinancings of Indebtedness to the extent permitted by
         Section 6.01(m), including the payment of customary fees, costs and
         expenses in

                                       53



         connection therewith, and including additional cash payments in an
         aggregate amount for all such refinancings not to exceed, in the case
         of any refinancing, 5% of the principal amount being refinanced; and

                  (iv) the payment of secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness.

                  SECTION 6.08. Capital Expenditures. The Borrower and the
Subsidiaries will not make Capital Expenditures in any period set forth below in
an amount greater than (a) the sum of (i) the amount set forth below for such
period and each prior period plus (ii) that portion of the aggregate Net Cash
Proceeds from Prepayment Events after the date hereof that shall not have been
required to be applied to prepay loans under any of the New Facilities Credit
Agreements (and shall not have been used to make Investments under Section
6.05(e) in excess of the $100,000,000 million limitation set forth therein)
minus (b) the aggregate amount of Capital Expenditures made during any prior
period set forth below:



            Period                   Capital Expenditure Amount
            ------                   --------------------------
                                  
1/1/03 through 12/31/03                    $  360,000,000
1/1/04 through 12/31/04                    $  500,000,000
1/1/05 through Maturity Date               $  200,000,000


                  SECTION 6.09. Interest Expense Coverage Ratio. The Borrower
will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated
Interest Expense for any period of four consecutive fiscal quarters to be less
than 2.25 to 1.00.

                  SECTION 6.10. Consolidated Net Worth. The Borrower will not
permit Consolidated Net Worth at the end of any fiscal quarter to be less than
the amount set forth below for such date.



Fiscal Quarter Ending                Minimum Amount
- ---------------------                --------------
                                  
 March 31, 2003                      2,800,000,000
 June 30, 2003                       2,800,000,000
 September 30, 2003                  2,800,000,000
 December 31, 2003                   2,800,000,000
 March 31, 2004                      2,500,000,000
 June 30, 2004                       2,500,000,000
 September 30, 2004                  2,500,000,000


                                       54



                                  
 December 31, 2004                   2,500,000,000
 March 31, 2005                      2,000,000,000



                  SECTION 6.11. Senior Secured Indebtedness Ratio. The Borrower
will not at any date permit the ratio of (a) Consolidated Senior Secured
Indebtedness at such date to (b) Consolidated EBITDA for the most recent period
of four consecutive fiscal quarters for which financial statements have been
delivered pursuant to Section 5.01(a) or (b), to be greater than 4.00 to 1.00.

                                  ARTICLE VII

                                Events of Default

                  If any of the following events ("Events of Default") shall
occur:

                  (a) the Borrower shall fail to pay any principal of any Loan
         when and as the same shall become due and payable, whether at the due
         date thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan or
         any fee or any other amount (other than an amount referred to in clause
         (a) of this Article) payable under this Agreement or any other Credit
         Document, when and as the same shall become due and payable, and such
         failure shall continue unremedied for a period of (i) in the case of
         fees and interest payable under Sections 2.08 and 2.09, respectively,
         five Business Days, and (ii) in the case of any other fees, interest or
         other amounts (other than those referred to in paragraph (a) above),
         five Business Days after the earlier of (A) the day on which a
         Financial Officer first obtains knowledge of such failure and (B) the
         day on which written notice of such failure shall have been given to
         the Borrower by the Administrative Agent or any Lender;

                  (c) any representation or warranty made or deemed made by or
         on behalf of any Credit Party in any Credit Document or any amendment
         or modification thereof or waiver thereunder shall prove to have been
         incorrect when made or deemed made in any respect material to the
         rights or interests of the Lenders under the Credit Documents;

                  (d) the Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in Section 5.02, 5.03 (with
         respect to the Borrower's existence) or 5.08 or in Article VI;

                  (e) any Credit Party shall fail to observe or perform any
         covenant, condition or agreement contained in any Credit Document
         (other than those specified in clauses (a), (b) and (d) of this
         Article), and such failure shall continue

                                       55



         unremedied for a period of 30 days after written notice thereof from
         the Administrative Agent to the Borrower (which notice will be given at
         the request of any Lender); provided, that the failure of any Credit
         Party to perform any covenant, condition or agreement made in any
         Credit Document (other than this Agreement) shall not constitute an
         Event of Default unless such failure shall be (i) wilful or (ii)
         material to the rights or interests of the Lenders under the Credit
         Documents;

                  (f) the Borrower or any Consolidated Subsidiary shall fail to
         make any payment of principal in respect of any Material Indebtedness
         at the scheduled due date thereof and such failure shall continue
         beyond any applicable grace period, or any event or condition occurs
         that results in any Material Indebtedness (other than any
         Securitization Transaction existing on the date hereof) becoming due or
         being required to be prepaid, repurchased, redeemed, defeased or
         terminated prior to its scheduled maturity; provided that this clause
         (f) shall not apply to (i) secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness in accordance with the terms and conditions
         of this Agreement or (ii) Material Indebtedness of any Foreign
         Subsidiary if the Borrower is unable, due to applicable law restricting
         Investments in such Foreign Subsidiary, to make an Investment in such
         Foreign Subsidiary to fund the payment of such Material Indebtedness;

                  (g) any event or condition occurs that continues beyond any
         applicable grace period and enables or permits the holder or holders of
         any Material Indebtedness (other than (i) any Securitization
         Transaction existing on the date hereof and (ii) any Material
         Indebtedness of any Foreign Subsidiary in an aggregate principal amount
         that is less than $50,000,000) or any trustee or agent on its or their
         behalf to cause such Material Indebtedness to become due, or to require
         the prepayment, repurchase, redemption, defeasance or termination
         thereof, prior to its scheduled maturity; provided that (i) no Event of
         Default shall occur under this paragraph (g) as a result of any event
         or condition relating to the ABL Credit Agreement or any Securitization
         Transaction, other than any default in the payment of principal or
         interest thereunder that does not result from a change in borrowing
         base eligibility criteria or reserves made by the administrative agent
         thereunder as to which there is good faith disagreement and (ii) this
         clause (g) shall not apply to (i) secured Indebtedness that becomes due
         as a result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness in accordance with the terms and conditions
         of this Agreement or (ii) Material Indebtedness of any Foreign
         Subsidiary if the Borrower is unable, due to applicable law restricting
         Investments in such Foreign Subsidiary, to make an Investment in such
         Foreign Subsidiary to fund the payment of such Material Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in

                                       56



         respect of the Borrower or any Material Subsidiary or its debts, or of
         a substantial part of its assets, under any Federal, state or foreign
         bankruptcy, insolvency, receivership or similar law now or hereafter in
         effect or (ii) the appointment of a receiver, trustee, custodian,
         sequestrator, conservator or similar official for the Borrower or any
         Material Subsidiary or for a substantial part of its assets, and, in
         any such case, such proceeding or petition shall continue undismissed
         for 90 days or an order or decree approving or ordering any of the
         foregoing shall be entered;

                  (i) the Borrower or any Material Subsidiary shall (i)
         voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization or other relief under any Federal, state or
         foreign bankruptcy, insolvency, receivership or similar law now or
         hereafter in effect, (ii) consent to the institution of, or fail to
         contest in a timely and appropriate manner, any proceeding or petition
         described in clause (h) of this Article, (iii) apply for or consent to
         the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any Material
         Subsidiary or for a substantial part of its assets, (iv) make a general
         assignment for the benefit of creditors or (v) take any action for the
         purpose of effecting any of the foregoing;

                  (j) the Borrower or any Material Subsidiary shall admit in
         writing its inability or fail generally to pay its debts as they become
         due;

                  (k) an ERISA Event shall have occurred that, when taken
         together with all other ERISA Events that have occurred, would be
         materially likely to result in a Material Adverse Change;

                  (l) Liens created under the Security Documents shall not be
         valid and perfected Liens on a material portion of the Collateral;

                  (m) any Guarantee of the Obligations under the Guarantee and
         Collateral Agreement shall fail to be a valid, binding and enforceable
         Guarantee of one or more Subsidiary Guarantors where such failure would
         constitute or be materially likely to result in a Material Adverse
         Change; or

                  (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Majority Lenders shall, by notice to the Borrower, take any or
all of the following actions, at the same or different times: declare the Loans
then outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of

                                       57



which are hereby waived by the Borrower; and in case of any event with respect
to the Borrower described in clause (h) or (i) of this Article, the principal of
the Loans then outstanding, together with accrued interest thereon and all fees
and other obligations of the Borrower accrued hereunder, shall automatically
become due and payable, in each case without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.

                                  ARTICLE VIII

                                   The Agents

                  Each of the Lenders hereby irrevocably appoints the Agents as
its agents and authorizes the Agents to take such actions on its behalf and to
exercise such powers as are delegated to the Agents by the terms hereof and of
the other Credit Documents, together with such actions and powers as are
reasonably incidental thereto.

                  The bank or banks serving as the Agents hereunder shall have
the same rights and powers in their capacity as Lenders as any other Lender and
may exercise the same as though they were not Agents, and such bank or banks and
their Affiliates may accept deposits from, lend money to and generally engage in
any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if they were not Agents hereunder.

                  The Agents shall not have any duties or obligations except
those expressly set forth herein. Without limiting the generality of the
foregoing (a) the Agents shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the
Agents shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby that the Agents are required to exercise in writing by the
Majority Lenders, and (c) except as expressly set forth herein, the Agents shall
not have any duty to disclose, and shall not be liable for the failure to
disclose, any information communicated to the Agents by or relating to the
Borrower or any Subsidiary. The Agents shall not be liable for any action taken
or not taken by them with the consent or at the request of the Majority Lenders
or the Lenders, as the case may be, or in the absence of their own gross
negligence or wilful misconduct. In addition, the Agents shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Agents by the Borrower or a Lender, and the Agents shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement, (ii)
the contents of any certificate, report or other document delivered hereunder or
in connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article III or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Agents.

                                       58



                  The Agents shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by them to be genuine
and to have been signed or sent by the proper Person. The Agents also may rely
upon any statement made to them orally or by telephone and believed by them to
be made by the proper Person, and shall not incur any liability for relying
thereon. The Agents may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by them with
reasonable care, and shall not be liable for any action taken or not taken by
them in accordance with the advice of any such counsel, accountants or experts.

                  The Agents may perform any and all their duties and exercise
their rights and powers by or through any one or more sub-agents appointed by
the Agents. The Agents and any such sub-agent may perform any and all their
duties and exercise their rights and powers through their respective Affiliates.
The exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Affiliates of the Agents and any such sub-agent.

                  Subject to the appointment and acceptance of a successor Agent
as provided below, either Agent may resign at any time by notifying the Lenders
and the Borrower. Upon any such resignation, the Majority Lenders shall have the
right to appoint a successor with the Borrower's written consent (which shall
not be unreasonably withheld or delayed and shall not be required from the
Borrower if an Event of Default has occurred and is continuing). If no successor
shall have been so appointed by the Majority Lenders and shall have accepted
such appointment within 30 days after the retiring Agent gives notice of its
resignation, then the retiring Agent may, on behalf of the Lenders, with the
Borrower's written consent (which shall not be unreasonably withheld or delayed
and shall not be required if an Event of Default has occurred and is
continuing), appoint a successor Agent which shall be a bank or an Affiliate
thereof, in each case with a net worth of at least $1,000,000,000 and an office
in New York, New York. Upon the acceptance of its appointment as Agent hereunder
by a successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After an
Agent's resignation hereunder, the provisions of this Article and Section 9.03
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Agents 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 Agents 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.

                                       59



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

                                   ARTICLE IX

                                  Miscellaneous

                  SECTION 9.01. Notices. (a) Except in the case of notices and
other communications expressly permitted to be given by telephone (and subject
to paragraph (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy or e-mail,
as follows:

                  (i) if to the Borrower, to it at 1144 East Market Street,
         Akron, Ohio, 44316-0001, Attention of the Treasurer (Telecopy No. (330)
         796-6502 or (330) 796-8836);

                  (ii) if to the Administrative 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); and

                  (iii) if to a Lender, to it at its address (or telecopy number
         or e-mail address) set forth in Schedule 2.01 or its Administrative
         Questionnaire.

                  (b) Notices and other communications to the Lenders hereunder
may be delivered or furnished by electronic communications pursuant to
procedures approved by the Administrative Agent; provided that the foregoing
shall not apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

                  (c) Any party hereto may change its address, telecopy number
or e-mail address for notices and other communications hereunder by notice to
the other parties hereto. All notices and other communications given to any
party hereto in accordance with the provisions of this Agreement shall be deemed
to have been given on the date of receipt.

                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by
any of the Agents or any Lender in exercising any right or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any

                                       60



other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Agents and the Lenders hereunder are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of this Agreement or consent to any departure by 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.
Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default, regardless of whether any Agent or any
Lender may have had notice or knowledge of such Default at the time.

                  (b) No Credit Document or any provision thereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Credit Parties party thereto and the Administrative Agent or
Collateral Agent, as the case may be, with the consent of the Majority Lenders;
provided that no such agreement shall (i) increase or extend the expiration date
of the Commitment of any Lender without the written consent of such Lender, (ii)
reduce or forgive all or part of the principal amount of any Loan or reduce the
rate of interest thereon, or reduce any fee payable hereunder without the prior
written consent of each Lender affected thereby, (iii) postpone the scheduled
date of payment of the principal amount of any Loan or date for the payment of
any interest on any Loan, or reduce the amount of, waive or excuse any such
payment, without the prior written consent of each Lender adversely affected
thereby, (iv) release all or substantially all the Subsidiary Guarantors from
their Guarantees under the Guarantee and Collateral Agreement, or release all or
substantially all the Collateral from the Liens of the Security Documents,
without the written consent of each Lender, (v) change any provision of the
Guarantee and Collateral Agreement or any other Security Document to alter the
amount or allocation of any payment to be made to the Secured Parties without
the consent of each adversely affected Lender, (vi) change Section 2.14 in a
manner that would alter the pro rata sharing of any payment without the written
consent of each Lender adversely affected thereby, or (vii) change any of the
provisions of this Section or the definition of "Majority Lenders" or any other
provision hereof specifying the number or percentage of Lenders required to
waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender; provided,
further that no agreement shall amend, modify or otherwise affect the rights or
duties of the Collateral Agent under any Credit Document without the prior
written consent of such Agent.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Agents, the Arrangers and their Affiliates (including the reasonable fees,
charges and disbursements of Cravath, Swaine & Moore, counsel for the Agents and
the Arrangers, and Allen & Overy and other local and foreign counsel for the
Agents and Arrangers, limited to one per jurisdiction, in connection with the
Security Documents and the creation and perfection of the Liens created thereby
and other local and foreign law matters) in connection with the arrangement and
syndication of the credit facilities provided for herein, the preparation,
execution, delivery and administration of this Agreement and the

                                       61



other Credit Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket
expenses incurred by the Agents or any Lender, including the fees, charges and
disbursements of any counsel for the Agents or any Lender, in connection with
the enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made,
including all such out-of-pocket expenses incurred during any workout,
restructuring or similar negotiations in respect of such Loans. The Borrower
also shall pay all out-of-pocket expenses incurred by the Collateral Agent in
connection with the creation and perfection of the security interests
contemplated by this Agreement, including all filing, recording and similar fees
and, as more specifically set forth above, the reasonable fees and disbursements
of counsel (including foreign counsel in connection with Foreign Pledge
Agreements).

                  (b) The Borrower shall indemnify each Agent, the Arrangers,
each Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an "Indemnitee") against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses
(including the reasonable fees, charges and disbursements of any counsel for any
Indemnitee), incurred by or asserted against any Indemnitee and arising out of
(i) the execution or delivery of this Agreement or any other Credit Document or
other agreement or instrument contemplated hereby, the performance by the
parties hereto of their respective obligations or the exercise by the parties
hereto of their rights hereunder or thereunder or the consummation of the
Transactions or any other transactions contemplated hereby or thereby, (ii) any
Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property currently or formerly
owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its
Subsidiaries, or (iv) any claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses shall have
resulted from the gross negligence or wilful misconduct of such Indemnitee or
the breach by such Indemnitee of obligations set forth herein or in any other
Credit Document.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to any Agent or Arranger under paragraph (a) or (b) of
this Section, each Lender severally agrees to pay to such Agent, such Lender's
Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against such Agent or Arranger in its capacity as such.

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto, the

                                       62



Indemnitees and their respective successors and assigns permitted hereby, except
that (i) the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, Indemnitees, their respective successors and
assigns permitted hereby, Participants (to the extent provided in paragraph (c)
of this Section) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Agents, the Arrangers and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

                  (b) (i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees (including any CLO
or other Approved Fund) all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitments and the Loans at
the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld or delayed) of:

                          (A) the Borrower; provided that no consent of the
                     Borrower shall be required for an assignment to a Lender,
                     an Affiliate of a Lender (other than an Approved Fund or
                     CLO), a Federal Reserve Bank or, if an Event of Default has
                     occurred and is continuing, any other assignee; and

                          (B) the Administrative Agent; provided that no consent
                     of the Administrative Agent shall be required for an
                     assignment to an assignee that is a Lender, an Affiliate of
                     a Lender, a Federal Reserve Bank or an Approved Fund.

                  (ii) Assignments shall be subject to the following additional
         conditions:

                          (A) except in the case of an assignment to a Lender or
                     an Affiliate of a Lender, the amount of the Commitment of
                     the assigning Lender subject to each such assignment
                     (determined as of the date the Assignment and Assumption
                     with respect to such assignment is delivered to the
                     Administrative Agent) shall not be less than $1,000,000 or,
                     if smaller, the entire remaining amount of the assigning
                     Lender's Commitment unless each of the Borrower and the
                     Administrative Agent shall otherwise consent, provided (i)
                     that no such consent of the Borrower shall be required if
                     an Event of Default has occurred and is continuing and (ii)
                     in the event of concurrent assignments to two or more
                     assignees that are Affiliates of one another, or to two or
                     more Approved Funds managed by the same investment advisor
                     or by affiliated investment advisors, all such concurrent
                     assignments shall be aggregated in determining compliance
                     with this subsection;

                                       63



                          (B) each partial assignment shall be made as an
                     assignment of a proportionate part of all the assigning
                     Lender's rights and obligations under this Agreement;

                          (C) the parties to each assignment shall execute and
                     deliver to the Administrative Agent an Assignment and
                     Assumption, together with a processing and recordation fee
                     of $3,500; provided that in the event of concurrent
                     assignments to two or more assignees that are Affiliates of
                     one another, or to two or more Approved Funds managed by
                     the same investment advisor or by affiliated investment
                     advisors, only one such fee shall be payable; and

                          (D) the assignee, if it shall not be a Lender, shall
                     deliver to the Administrative Agent an Administrative
                     Questionnaire.

                  (iii) Subject to acceptance and recording thereof pursuant to
         paragraph (b)(iv) of this Section, from and after the effective date
         specified in each Assignment and Assumption the assignee thereunder
         shall be a party hereto and, to the extent of the interest assigned by
         such Assignment and Assumption, have the rights and obligations of a
         Lender under this Agreement, and the assigning Lender thereunder shall,
         to the extent of the interest assigned by such Assignment and
         Assumption, be released from its obligations under this Agreement (and,
         in the case of an Assignment and Assumption covering all of the
         assigning Lender's rights and obligations under this Agreement, such
         Lender shall cease to be a party hereto but shall continue to be
         entitled to the benefits of Sections 2.11, 2.12, 2.13 and 9.03). Any
         assignment or transfer by a Lender of rights or obligations under this
         Agreement that does not comply with this Section 9.04 shall be treated
         for purposes of this Agreement as a sale by such Lender of a
         participation in such rights and obligations in accordance with
         paragraph (c) of this Section. Each assignment hereunder shall be
         deemed to be an assignment of the related rights under the Guarantee
         and Collateral Agreement.

                  (iv) The Administrative Agent shall maintain at one of its
         offices a copy of each Assignment and Assumption delivered to it and a
         register for the recordation of the names and addresses of the Lenders,
         and the Commitment of, and principal amount of the Loans owing to, each
         Lender pursuant to the terms hereof from time to time (the "Register").
         The entries in the Register shall be conclusive, and the Borrower, the
         Administrative Agent and the Lenders may treat each Person whose name
         is recorded in the Register pursuant to the terms hereof as a Lender
         hereunder for all purposes of this Agreement, notwithstanding notice to
         the contrary. The Register shall be available for inspection by the
         Borrower and any Lender, at any reasonable time and from time to time
         upon reasonable prior notice.

                  (v) Upon its receipt of a duly completed Assignment and
         Assumption executed by an assigning Lender and an assignee, the
         assignee's completed

                                       64



         Administrative Questionnaire (unless the assignee shall already be a
         Lender hereunder), the processing and recordation fee referred to in
         paragraph (b) of this Section and any written consent to such
         assignment required by paragraph (b) of this Section, the
         Administrative Agent shall accept such Assignment and Assumption and
         record the information contained therein in the Register. No assignment
         shall be effective for purposes of this Agreement unless it has been
         recorded in the Register as provided in this paragraph.

                  (vi) By executing and delivering an Assignment and Assumption,
         the assigning Lender thereunder and the assignee thereunder shall be
         deemed to confirm to and agree with each other and the other parties
         hereto as follows: (i) such assigning Lender warrants that it is the
         legal and beneficial owner of the interest being assigned thereby free
         and clear of any adverse claim and that its Commitment and the
         outstanding balances of its Loans, in each case without giving effect
         to assignments thereof that have not become effective, are as set forth
         in such Assignment and Assumption; (ii) except as set forth in clause
         (i) above, such assigning Lender makes no representation or warranty
         and assumes no responsibility with respect to any statements,
         warranties or representations made in or in connection with this
         Agreement or any other Credit Document or any other instrument or
         document furnished pursuant hereto or thereto, or the execution,
         legality, validity, enforceability, genuineness, sufficiency or value
         of any of the foregoing, or the financial condition of the Credit
         Parties or the performance or observance by the Credit Parties of any
         of their obligations under this Agreement or under any other Credit
         Document or any other instrument or document furnished pursuant hereto
         or thereto; (iii) each of the assignee and the assignor represents and
         warrants that it is legally authorized to enter into such Assignment
         and Assumption; (iv) such assignee confirms that it has received a copy
         of this Agreement, together with copies of any amendments or consents
         entered into prior to the date of such Assignment and Assumption and
         copies of the most recent financial statements delivered pursuant to
         Section 5.01 and such other documents and information as it has deemed
         appropriate to make its own credit analysis and decision to enter into
         such Assignment and Assumption; (v) such assignee will independently
         and without reliance upon the Agents, such assigning Lender or any
         other Lender and based on such documents and information as it shall
         deem appropriate at the time, continue to make its own credit decisions
         in taking or not taking action under this Agreement; (vi) such assignee
         appoints and authorizes the Agents to take such action as agents on its
         behalf and to exercise such powers under this Agreement and the other
         Credit Documents as are delegated to them by the terms hereof and
         thereof, together with such powers as are reasonably incidental
         thereto; and (vii) such assignee agrees that it will perform in
         accordance with their terms all the obligations that by the terms of
         this Agreement are required to be performed by it as a Lender.

                  (c) (i) Any Lender may, without the consent of the Borrower,
or the Administrative Agent, sell participations to one or more banks or other
entities (each a

                                       65



"Participant") in all or a portion of such Lender's rights and/or obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (A) such Lender's obligations under this Agreement
shall remain unchanged, (B) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (C) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver that
affects such Participant and that, under Section 9.02, would require the consent
of each affected Lender. Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.11, 2.12 and 2.13 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.14(d) as though it were a Lender.

                  (ii) A Participant shall not be entitled to receive any
         greater payment under Section 2.11 or 2.13 than the applicable Lender
         would have been entitled to receive with respect to the participation
         sold to such Participant, unless the sale of the participation to such
         Participant is made with the Borrower's prior written consent, which
         consent shall specifically refer to this exception. A Participant that
         would be a Foreign Lender if it were a Lender shall not be entitled to
         the benefits of Section 2.13 unless the Borrower is notified of the
         participation sold to such Participant and such Participant agrees, for
         the benefit of the Borrower, to comply with Section 2.13(e) as though
         it were a Lender.

                  (d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that Agent or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at

                                       66



the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
is outstanding and so long as the Commitments have not expired or terminated.
The provisions of Sections 2.11, 2.12, 2.13 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination and the Commitments or the termination of this Agreement or any
provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. This
Agreement shall become effective as provided in Section 4.01. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. No failure to obtain any approval required for the effectiveness
of any provision of this Agreement shall affect the validity or enforceability
of any other provision of this Agreement.

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing and the Loans shall have become due and payable
pursuant to Article VII, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                                       67



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

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

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                                       68



                  SECTION 9.12. Confidentiality. Each of the Agents and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors who have been informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority (including the NAIC), (c) to the
extent required by applicable laws or regulations or by any subpoena or similar
legal process, (d) to any other party to this Agreement, (e) to the extent
necessary or advisable in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the written consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to any Agent
or any Lender on a nonconfidential basis from a source other than the Borrower.
For the purposes of this Section, "Information" means all information received
from the Borrower or Persons acting on its behalf relating to the Borrower or
its business, other than any such information that is available to any Agent or
any Lender prior to disclosure by the Borrower on a nonconfidential basis from a
source other than the Borrower that is not known by the recipient to be bound by
a confidentiality agreement or other obligation of confidentiality with respect
to such information. Notwithstanding anything herein to the contrary, any party
to this Agreement (and any employee, representative or other agent of such
party) may disclose to any and all persons, without limitation of any kind, the
tax treatment and tax structure of the transactions contemplated by this
Agreement and all materials of any kind (including opinions or other tax
analyses) that are provided to it relating to such tax treatment and tax
structure, but no party shall disclose any information relating to such tax
treatment or tax structure to the extent nondisclosure is necessary in order to
comply with applicable securities laws.

                  SECTION 9.13. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively, the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest

                                       69



thereon at the Alternate Base Rate to the date of repayment, shall have been
received by such Lender.

                  SECTION 9.14. Security Documents. Each Lender hereby
authorizes and directs the Collateral Agent to execute and deliver the Guarantee
and Collateral Agreement and each other Security Document. Each Lender, by
executing and delivering this Agreement, acknowledges receipt of a copy of the
Guarantee and Collateral Agreement and approves and agrees to be bound by and to
act in accordance with the terms and conditions of the Guarantee and Collateral
Agreement and each other Security Document, specifically including (i) the
provisions of Article VI of the Guarantee and Collateral Agreement (governing
the exercise of remedies under the Security Documents and the distribution of
the proceeds realized from such exercise), (ii) the provisions of Article VIII
of the Guarantee and Collateral Agreement (governing the manner in which Acts of
the Secured Parties are to be evidenced and the manner in which the amounts of
the Obligations and the other Obligations (as defined in the Guarantee and
Collateral Agreement) are to be determined at any time), (iii) the provisions of
Articles IX and X of the Guarantee and Collateral Agreement (relating to the
duties and responsibilities of the Collateral Agent and providing for the
indemnification and the reimbursement of expenses of the Collateral Agent by the
Lenders), (iv) the provisions of Article XI of the Guarantee and Collateral
Agreement (providing for the subordination of certain Junior Liens (as defined
therein) in favor of the Secured Parties to the Applicable Senior Liens (as
defined therein)) and (v) the provisions of Section 13.13 of the Guarantee and
Collateral Agreement (providing for releases of Guarantees of and Collateral
securing the Obligations). Each party hereto further agrees that the provisions
of the foregoing provisions of the Guarantee and Collateral Agreement shall
apply to each other Security Document.

                                       70



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

                                              THE GOODYEAR TIRE &
                                              RUBBER COMPANY,

                                              by
                                                 /s/ Stephanie W. Bergeron
                                                 -------------------------------
                                                 Name:
                                                 Title:

                                              JPMORGAN CHASE BANK,
                                              individually and as Administrative
                                              Agent and Collateral Agent,

                                              by
                                                 /s/ B. Joseph Lillis
                                                 -------------------------------
                                                 Name:
                                                 Title:



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: ABN AMRO Bank N.V.

                  by /s/ Neil J. Bivona
                     -------------------------------
                     Name: NEIL. J. BIVONA
                     Title: SENIOR VICE PRESIDENT

                     /s/ David W. Stack
                     -------------------------------
                     DAVID W. STACK
                     GROUP VICE PRESIDENT



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Bank of America

                  by /s/ Thomas Biaggi
                     -------------------------------
                     Name: Thomas Biaggi
                     Title: Managing Director



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: The Bank of East Asia, Limited, New York Branch

                  by /s/ Jay F. Chen
                     -------------------------------
                     Name: Jay F. Chen
                     Title: Head of Credit

                  by /s/ Peng Wah Tang
                     -------------------------------
                     Name: Peng Wah Tang
                     Title: General Manager



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: THE BANK OF NEW YORK

                  by /s/ John M. Lokay, Jr.
                     -------------------------------
                     Name: JOHN M. LOKAY, JR.
                     Title: VICE PRESIDENT



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Bank One, NA

                  by /s/ Gaye C. Plunkett
                     -------------------------------
                     Name: Gaye C. Plunkett
                     Title: First Vice President



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                  by /s/ Spencer Hughes
                     -------------------------------
                     Name: Spencer Hughes
                     Title: Vice President



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Banca Intesa S.p.A., New York Branch

                  by /s/ Frank Maffei
                     -------------------------------
                     Name: Frank Maffei
                     Title: Vice President

                  by /s/ Massimo Fiore
                     -------------------------------
                     Name: Massimo Fiore
                     Title: Assistant Vice President



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative 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/ Leonardo Valentini
                     -------------------------------
                     Name: Leonardo Valentini
                     Title: First Vice President



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: BARCLAYS BANK PLC

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



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

BNP PARIBAS

By /s/ Frederick H. Moryl, Jr.
   -----------------------------
   Name: Frederick H. Moryl, Jr.
   Title: Managing Director

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



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: CIBC Inc.

                  by /s/ Charles D. Mulkeen
                     -------------------------------
                     Name: Charles D. Mulkeen
                     Title: Executive Director



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Citibank, N.A.

                  by /s/ Jonathan D. Calder
                     -------------------------------
                     Name: Jonathan D. Calder
                     Title: Vice President



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Citicorp USA, Inc

                  by /s/ Brian Ike
                     -------------------------------
                     Name: Brian Ike
                     Title: Director



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

                                COMMERZEBANK
                             AKTIENGESELLSCHAFT
Name of Institution: NEW YORK AND GRAND CAYMAN BRANCHES

                  by /s/ Graham A. Warning         /s/ John Marlatt
                     ---------------------------------------------------
                     Name: Graham A. Warning       Name: John Marlatt
                     Title: Assistant Treasurer    Title:  Senior Vice President



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Credit Lyonnais New York Branch

                  by /s/ Guido Van Hauwermeiren
                     -------------------------------
                     Name: Guido Van Hauwermeiren
                     Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Credit Suisse First Boston, Cayman Islands Branch

                  by /s/ Mark E. Gleason
                     -------------------------------
                     Name: Mark E. Gleason
                     Title: Director

                  by /s/ Cassandra Droogan
                     -------------------------------
                     Name: Cassandra Droogan
                     Title: Associate



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

                  DEUTSCHE BANK AG, NEW YORK BRANCH

                  by /s/ Michael Dietz
                     -------------------------------
                     Name: Michael Dietz
                     Title: Director

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



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

                     DRESDNER BANK AG NEW YORK
Name of Institution: AND GRAND CAYMAN BRANCHES

                  by /s/ James M. Gallagher
                     -------------------------------
                     Name: JAMES M. GALLAGHER
                     Title: DIRECTOR

                  by /s/ Sanjeev Malhotra
                     -------------------------------
                     Name: Sanjeev Malhotra
                     Title: Associate



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Fifth Third Bank

                  by /s/ Martin H. McGinty
                     -------------------------------
                     Name: Martin H. McGinty
                     Title: Vice President



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: IKB Capital Corporation

                  by /s/ Wolfgang Boeker
                     -------------------------------
                     Name: Wolfgang Boeker
                     Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: JPMORGAN CHASE BANK

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



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: KBC BANK N.V.

                  by /s/ Rik Scheerlinck            /s/ William Cavanaugh
                     -----------------------------------------------------
                     Name: Rik Scheerlinck           Name: William Cavanaugh
                     Title: Sr. Vice President &     Title: Vice President
                            General Manager



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: KeyBank National Association

                  by /s/ W. Robert Perkins
                     -------------------------------
                     Name: W. Robert Perkins
                     Title: Vice President



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Mizuho Corp. Bank, Ltd., NY Branch

                  by /s/ Robert P. Gallagher, Jr.
                     -------------------------------
                     Name: Robert P. Gallagher, Jr.
                     Title: VP & Team Leader



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Natexis Banques Populaires

                  by /s/ Nicolas Regent
                     -------------------------------
                     Name: Nicolas Regent
                     Title: Vice President Multinational Group

                  by /s/ Pieter J. von Tulder
                     -------------------------------
                     Name: Pieter J. von Tulder
                     Title: Vice President & Manager
                            Multinational Group



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: National City Bank

                  by /s/ Robert S. Coleman
                     -------------------------------
                     Name: Robert S. Coleman
                     Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: The Northern Trust Company

                  by /s/ Craig Smith
                     -------------------------------
                     Name: Craig Smith
                     Title: Vice President



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Royal Bank of Canada

                  by /s/ Scott Umbs
                     -------------------------------
                     Name: Scott Umbs
                     Title: Manager



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: SOCIETE GENERALE

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



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: SUMITOMO MITSUI BANKING CORPORATION

                  by /s/ Leo E. Pagarigan
                     -------------------------------
                     Name: Leo E. Pagarigan
                     Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: STANDARD CHARTERED BANK

                  by /s/ Neil McCauley
                     -------------------------------
                     Name: Neil McCauley
                     Title: Executive Vice President

                  by /s/ Marc Chait
                     -------------------------------
                     Name: Marc Chait
                     Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: TAIPEIBANK, NEW YORK AGENCY

                  by /s/ Sophia Jing
                     -------------------------------
                     Name: Sophia Jing
                     Title: Vice President & General Manager



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: WACHOVIA BANK, NATIONAL ASSOCIATION

                  by /s/ Tom Bohrer
                     -------------------------------
                     Name: Tom Bohrer
                     Title: Director



                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: BAYERISCHE HYPO-UND VEREINSBANK, AG
                     NEW YORK BRANCH

                  by /s/ Ken Hamilton               /s/ Richard Cordover
                     ------------------------------------------------------
                     Name: Ken Hamilton             Name: Richard Cordover
                     Title: Director                Title: Director

EX-4.3

                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY

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

                    TERM LOAN AND REVOLVING CREDIT AGREEMENT

                                   dated as of

                                 March 31, 2003

                                      among

                       THE GOODYEAR TIRE & RUBBER COMPANY

                        GOODYEAR DUNLOP TIRES EUROPE B.V.

                       GOODYEAR DUNLOP TIRES GERMANY GMBH

                              GOODYEAR GMBH & CO KG

                               DUNLOP GMBH & CO KG

                          GOODYEAR LUXEMBOURG TIRES SA

                            The Lenders Party Hereto,

                              JPMORGAN CHASE BANK,
                  as Administrative Agent and Collateral Agent

                                DEUTSCHE BANK AG,
                              as Syndication Agent

                          J.P. MORGAN SECURITIES INC.,

                    as Sole Bookrunner and Sole Lead Arranger

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



                                TABLE OF CONTENTS



                                                                                                Page
                                                                                                ----
                                                                                             
                                            ARTICLE I

                                           Definitions

SECTION 1.01.   Defined Terms................................................................     1
SECTION 1.02.   Classification of Loans and Borrowings.......................................    22
SECTION 1.03.   Terms Generally..............................................................    22
SECTION 1.04.   Accounting Terms; GAAP.......................................................    22
SECTION 1.05.   Foreign Currency Translation.................................................    23

                                            ARTICLE II

                                           The Credits

SECTION 2.01.   Commitments..................................................................    23
SECTION 2.02.   Loans and Borrowings.........................................................    23
SECTION 2.03.   Requests for Borrowings......................................................    24
SECTION 2.04.   Funding of Borrowings........................................................    24
SECTION 2.05.   Interest Elections...........................................................    25
SECTION 2.06.   Termination of Commitments; Reductions of Commitments........................    26
SECTION 2.07.   Repayment of Loans; Evidence of Debt.........................................    27
SECTION 2.08.   Prepayment of Loans..........................................................    27
SECTION 2.09.   Fees.........................................................................    28
SECTION 2.10.   Interest.....................................................................    29
SECTION 2.11.   Alternate Rate of Interest...................................................    29
SECTION 2.12.   Increased Costs..............................................................    30
SECTION 2.13.   Break Funding Payments.......................................................    30
SECTION 2.14.   Taxes........................................................................    31
SECTION 2.15.   Payments Generally; Pro Rata Treatment; Sharing of Setoffs...................    32
SECTION 2.16.   Mitigation Obligations; Replacement of Lenders...............................    33

                                            ARTICLE III

                                   Representations and Warranties

SECTION 3.01.   Organization; Powers.........................................................    34
SECTION 3.02.   Authorization; Enforceability................................................    34
SECTION 3.03.   Governmental Approvals; No Conflicts.........................................    35
SECTION 3.04.   Financial Statements; No Material Adverse Change.............................    35
SECTION 3.05.   Litigation and Environmental Matters.........................................    35
SECTION 3.06.   Compliance with Laws and Agreements..........................................    36
SECTION 3.07.   Investment and Holding Company Status........................................    36
SECTION 3.08.   ERISA........................................................................    36
SECTION 3.09.   Disclosure...................................................................    36




                                                                               2

                                                                                            
SECTION 3.10.   Subsidiaries.................................................................  36
SECTION 3.11.   Security Interests...........................................................  36
SECTION 3.12.   Use of Proceeds..............................................................  37

                                            ARTICLE IV

                                            Conditions

SECTION 4.01.   Effective Date...............................................................  37
SECTION 4.02.   Each Credit Event............................................................  39

                                            ARTICLE V

                                       Affirmative Covenants

SECTION 5.01.   Financial Statements and Other Information...................................  40
SECTION 5.02.   Notices of Defaults..........................................................  41
SECTION 5.03.   Existence; Conduct of Business...............................................  41
SECTION 5.04.   Maintenance of Properties....................................................  42
SECTION 5.05.   Books and Records; Inspection and Audit Rights...............................  42
SECTION 5.06.   Compliance with Laws.........................................................  42
SECTION 5.07.   Insurance....................................................................  42
SECTION 5.08.   Guarantees and Collateral....................................................  42

                                            ARTICLE VI

                                        Negative Covenants

SECTION 6.01.   Indebtedness and Preferred Equity Interests..................................  45
SECTION 6.02.   Liens........................................................................  47
SECTION 6.03.   Sale and Leaseback Transactions..............................................  48
SECTION 6.04.   Fundamental Changes..........................................................  48
SECTION 6.05.   Investments, Loans, Advances and Guarantees..................................  49
SECTION 6.06.   Asset Dispositions...........................................................  51
SECTION 6.07.   Restricted Payments..........................................................  52
SECTION 6.08.   Transactions with Affiliates.................................................  53
SECTION 6.09.   Capital Expenditures.........................................................  53
SECTION 6.10.   Interest Expense Coverage Ratio..............................................  54
SECTION 6.11.   Consolidated Net Worth.......................................................  54
SECTION 6.12.   Senior Secured Indebtedness Ratio............................................  54
SECTION 6.13.   Sumitomo Ownership...........................................................  54





                                                                               3

                                                                                            
                                            ARTICLE VII

                                 Events of Default and CAM Exchange

SECTION 7.01.   Event of Default.............................................................  55
SECTION 7.02.   CAM Exchange.................................................................  57

                                            ARTICLE VIII

                                             The Agents

                                             ARTICLE IX

                                           Miscellaneous

SECTION 9.01.   Notices......................................................................  59
SECTION 9.02.   Waivers; Amendments..........................................................  60
SECTION 9.03.   Expenses; Indemnity; Damage Waiver...........................................  62
SECTION 9.04.   Successors and Assigns.......................................................  63
SECTION 9.05.   Survival.....................................................................  66
SECTION 9.06.   Counterparts; Integration; Effectiveness.....................................  67
SECTION 9.07.   Severability.................................................................  67
SECTION 9.08.   Right of Setoff..............................................................  67
SECTION 9.09.   Governing Law; Jurisdiction; Consent to Service of Process...................  67
SECTION 9.10.   WAIVER OF JURY TRIAL.........................................................  68
SECTION 9.11.   Headings.....................................................................  68
SECTION 9.12.   Confidentiality..............................................................  68
SECTION 9.13.   Interest Rate Limitation.....................................................  69
SECTION 9.14.   Security Documents...........................................................  69
SECTION 9.15.   Collateral Agent as Joint and Several Creditor...............................  69
SECTION 9.16.   Conversion of Currencies.....................................................  70
SECTION 9.17.   Dutch Banking Act............................................................  70



SCHEDULES:

Schedule 1.01(a)  --  Applicable Assets of the European J.V.
Schedule 1.01(b)  --  Applicable Assets of German Grantors
Schedule 1.01(c)  --  Applicable Assets of Luxembourg Grantors
Schedule 1.01(d)  --  Applicable Assets of UK Grantors
Schedule 1.01(e)  --  Applicable Assets of French Grantors
Schedule 1.01A    --  US Consent Subsidiaries
Schedule 2.01     --  Commitments
Schedule 3.10     --  Subsidiaries
Schedule 4.01(b)  --  Required Opinions
Schedule 4.01(k)  --  Pledged J.V. Subsidiaries
Schedule 6.01     --  Existing Indebtedness



                                                                               4
Schedule 6.02     --  Existing Liens
Schedule 6.06     --  Asset Dispositions

EXHIBITS:

Exhibit A         --  Form of Borrowing Request
Exhibit B         --  Form of Interest Election Request
Exhibit C-1       --  Form of Promissory Note for Revolving Loans
Exhibit C-2       --  Form of Promissory Note for Term Loans
Exhibit D         --  Form of Assignment and Assumption
Exhibit E-1       --  Form of Opinion of Goodyear's Outside Counsel
Exhibit E-2       --  Form of Opinion of Goodyear's General Counsel
Exhibit F         --  Form of Master Guarantee and Collateral Agreement
exhibit G         --  Form of Verification Letter



                                    TERM LOAN AND REVOLVING CREDIT AGREEMENT
                           dated as of March 31, 2003, among THE GOODYEAR TIRE &
                           RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.;
                           GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH &
                           CO KG; DUNLOP GMBH & CO KG; GOODYEAR LUXEMBOURG TIRES
                           SA; the LENDERS party hereto; JPMORGAN CHASE BANK, as
                           Administrative Agent and Collateral Agent; and
                           DEUTSCHE BANK AG, as Syndication Agent.

                  Goodyear and the Borrowers have requested the Lenders, and the
Lenders are willing, to extend credit to the Borrowers in the form of (a)
Revolving Loans to any Borrower at any time and from time to time during the
Revolving Availability Period in an aggregate principal amount not in excess of
$250,000,000 at any time outstanding and (b) Term Loans to the Term Borrowers on
the Effective Date in an aggregate principal amount not in excess of
$400,000,000. The Lenders are willing to extend such credit to the Borrowers on
the terms and subject to the conditions herein set forth. The proceeds of the
Loans will be used for general corporate purposes of the European J.V. and the
J.V. Subsidiaries.

                  Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

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

                  "ABL Facilities Agreement" means the Term Loan and Revolving
Credit Agreement dated as of the date hereof among Goodyear, certain lenders,
JPMCB, as administrative agent, Citicorp USA, Inc., as syndication agent, and
Bank of America, N.A. and CIT Financial Group, as documentation agents.

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Agent" means JPMCB, in its capacity as
administrative agent for the Lenders hereunder, and its successors in such
capacity.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.



                                                                               2

                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

                  "Agents" means the Administrative Agent and the Collateral
Agent.

                  "Alternate Base Rate" means, for any day, a rate per annum
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%. Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

                  "Applicable Assets" means (a) with respect to the European
J.V., all the assets and rights of the European J.V. listed on Schedule 1.01(a)
, (b) with respect to any Grantor organized under the laws of the Federal
Republic of Germany, all the assets and rights of such Grantor listed on
Schedule 1.01(b), (c) with respect to any Grantor organized under the laws of
Luxembourg, all the assets and rights of such Grantor listed on Schedule
1.01(c), (d) with respect to any Grantor organized under the laws of the United
Kingdom, all the assets and rights of such Grantor listed on Schedule 1.01(d),
and (e) with respect to any Grantor organized under the laws of the Republic of
France, all the assets and rights of such Grantor listed on Schedule 1.01(e).

                  "Applicable Percentage" means, with respect to any Lender, the
percentage of the aggregate Revolving Credit Exposures, Term Loans and unused
Revolving Commitments of all Lenders represented by such Lender's Revolving
Credit Exposure, Term Loans and unused Revolving Commitments.

                  "Applicable Secured Obligations" means (a) with respect to
Goodyear, (i) the Revolving Obligations and (ii) the Guarantees by Goodyear and
each US Subsidiary Guarantor of the Revolving Obligations under the Guarantee
and Collateral Agreement, (b) with respect to each Grantor organized under the
laws of any jurisdiction other than the Federal Republic of Germany, (i) the
Revolving Obligations and (ii) the Guarantees of the Revolving Obligations by
each such Grantor under the Guarantee and Collateral Agreement, and (c) with
respect to each Grantor organized under the laws of the Federal Republic of
Germany, (i) the Term Obligations and (ii) the Guarantees by each such Grantor
of the Term Obligations under the Guarantee and Collateral Agreement.

                  "Applicable Term Percentage" means, with respect to any
Lender, the percentage of the total Term Commitments represented by such
Lender's Term Commitment.

                  "Approved Fund" means (a) with respect to any Lender, a CLO
managed by such Lender or by an Affiliate of such Lender and (b) with respect to
any Lender that is a fund which invests in bank loans and similar extensions of
credit, any other fund that invests in bank loans and similar extensions of
credit and is managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

                  "Arranger" means J.P. Morgan Securities Inc., as Sole
Bookrunner and Sole Lead Arranger for the credit facilities established by this
Agreement.

                  "Assignment and Assumption" means an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by



                                                                               3

Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit
D or any other form approved by the Administrative Agent.

                  "Attributable Debt" means, with respect to any Sale and
Leaseback Transaction, the present value (computed in accordance with GAAP and,
in the case of a Sale and Leaseback Transaction that does not result in Capital
Lease Obligations, as if the obligations incurred in connection with such Sale
and Leaseback Transaction were Capital Lease Obligations) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale and Leaseback Transaction (including any period for
which such lease has been extended). In the case of any lease which is
terminable by the lessee upon payment of a penalty, the Attributable Debt shall
be the lesser of (i) the Attributable Debt determined assuming termination upon
the first date such lease may be terminated (in which case the Attributable Debt
shall also include the amount of the penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated) and (ii) the Attributable Debt determined assuming no such
termination.

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

                  "Borrowers" means the European J.V., GDTG, Goodyear KG, Dunlop
KG, and Lux Tires.

                  "Borrowing" means Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect.

                  "Borrowing Request" means a request by any Borrower for a
Borrowing in accordance with Section 2.03 in substantially the form of Exhibit A
hereto.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City, Germany, The Netherlands
or Luxembourg are authorized or required by law to remain closed; provided 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.

                  "CAM Exchange" means the exchange of the Lenders' interests
provided for in Section 7.02.

                  "CAM Exchange Date" means the date on which any event referred
to in paragraph (h) or (i) of Section 7.01 shall occur in respect of any
Borrower.

                  "CAM Percentage" means, with respect to each Lender, a
fraction, expressed as a decimal, of which (a) the numerator shall be the
aggregate Designated Obligations owed to such Lender (whether or not at the time
due and payable) and (b) the denominator shall be the aggregate Designated
Obligations owed to all the Lenders (whether or not at the time due and
payable).

                  "Capital Expenditures" of any Person means, for any period,
(a) the additions to property, plant and equipment and other capital
expenditures of such Person and its subsidiaries that are (or would be) set
forth in a statement of cash flows of such Person and its Consolidated
Subsidiaries for such period prepared in accordance with GAAP, excluding
capitalized software



                                                                               4

expenses, and (b) Capital Lease Obligations incurred by such Person and its
Consolidated Subsidiaries during such period (other than any such Capital Lease
Obligations that shall relate to assets acquired in transactions reflected in
Capital Expenditures for any earlier period). For purposes of this definition,
(i) the purchase price of equipment or other fixed assets that are purchased
simultaneously with the trade-in of existing assets or with insurance proceeds
shall be included in Capital Expenditures only to the extent of the gross amount
by which such purchase price exceeds the credit granted by the seller of such
assets for the assets being traded in at such time or the amount of such
insurance proceeds, as the case may be, and (ii) acquisitions permitted by
Section 6.05(e) shall be excluded.

                  "Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                  "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934, as amended, and the
rules of the United States Securities and Exchange Commission thereunder as in
effect on the date hereof), of Equity Interests representing more than 50% of
the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of Goodyear, (b) occupation of a majority of the seats (other
than vacant seats) on the board of directors of Goodyear by Persons who were
neither (i) directors on the date hereof or nominated by the board of directors
of Goodyear nor (ii) appointed by directors so nominated, (c) the failure of
Goodyear to own directly or indirectly, beneficially and of record, free and
clear of all Liens (other than Permitted Encumbrances), more than 50% of the
issued and outstanding capital stock of, and to Control, the European J.V., (d)
the failure of Goodyear to own directly or indirectly, beneficially and of
record, free and clear of all Liens (other than Permitted Encumrances and Liens
in favor of the Collateral Agent to secure the Applicable Secured Obligations
and the US Obligations), 100% of the issued and outstanding capital stock of
Luxembourg Finance, or (e) the failure of Goodyear to own directly or
indirectly, beneficially and of record, more than 50% of the issued and
outstanding capital stock of, and to Control, any of GDTG, Goodyear KG, Dunlop
KG or Lux Tires.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.12(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

                  "Class" when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans or Term Loans and, when used in reference to any Commitment,
refers to whether such Commitment is a Revolving Commitment or Term Loan
Commitment.

                  "CLO" means any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar



                                                                               5

extensions of credit in the ordinary course of its business and is administered
or managed by a Lender or an Affiliate of such Lender.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "Collateral" means all the assets and rights that secure any
of the Obligations pursuant to the Security Documents.

                  "Collateral Agent" means JPMCB, in its capacity as collateral
agent for the Lenders under the Guarantee and Collateral Agreement and the other
Security Documents.

                  "Commitment" means a Revolving Commitment or a Term Loan
Commitment, or any combination thereof (as the context requires).

                  "Consent Assets" has the meaning assigned to such term in the
Guarantee and Collateral Agreement.

                  "Consent Subsidiary" means (i) with respect to Goodyear or any
US Subsidiary, (a) any Subsidiary listed on Part I or Part II of Schedule 1.01A
and (b) any Subsidiary not on Schedule 1.01A or formed or acquired after the
Effective Date in respect of which (A) the consent of any Person other than
Goodyear or any Wholly Owned Subsidiary of Goodyear is required by applicable
law or the terms of any organizational document of such Subsidiary or other
agreement of such Subsidiary or any Affiliate of such Subsidiary in order for
such Subsidiary to execute the Guarantee and Collateral Agreement as a US
Guarantor (as defined under the Guarantee and Collateral Agreement) and perform
its obligations thereunder and (B) Goodyear endeavored in good faith to obtain
such consents and such consents shall not have been obtained, (ii) with respect
to the European J.V. or a J.V. Subsidiary, any J.V. Subsidiary formed or
acquired after the Effective Date in respect of which (A) the consent of any
Person other than Goodyear, the European J.V. or any Wholly Owned Subsidiary of
Goodyear or the European J.V. is required by applicable law or the terms of any
organizational document of such J.V. Subsidiary or other agreement of such J.V.
Subsidiary or any Affiliate of such J.V. Subsidiary in order for such J.V.
Subsidiary to execute the Guarantee and Collateral Agreement as a European
Facilities Guarantor and perform its obligations thereunder, or in order for
Equity Interests of such J.V. Subsidiary to be pledged under a Security
Agreement, as the case may be, and (B) Goodyear and the European J.V. endeavored
in good faith to obtain such consents and such consents shall not have been
obtained and (iii) with respect to Luxembourg Finance or a subsidiary of
Luxembourg Finance, any subsidiary of Luxembourg Finance formed or acquired
after the Effective Date in respect of which (A) the consent of any Person other
than Goodyear, the European J.V., Luxembourg Finance or any Wholly Owned
Subsidiary of Goodyear, the European J.V. or Luxembourg Finance, is required by
applicable law or the terms of any organizational document of such subsidiary of
Luxembourg Finance or other agreement of such subsidiary of Luxembourg Finance
or any Affiliate of such subsidiary of Luxembourg Finance in order for such
subsidiary of Luxembourg Finance to execute the Guarantee and Collateral
Agreement as a European Facilities Guarantor and perform its obligations
thereunder, or in order for Equity Interests of such subsidiary of Luxembourg
Finance to be pledged under a Security Agreement, as the case may be, and (B)
Goodyear, the European J.V. and Luxembourg Finance endeavored in good faith to
obtain such consents and such consents shall not have been obtained.
Notwithstanding the foregoing, no Subsidiary shall be a Consent Subsidiary at
any time that it is a guarantor of, or has provided any collateral to secure,
Indebtedness for borrowed money of Goodyear or any Borrower, and any Consent
Subsidiary (including a Consent Subsidiary listed in Part I or Part II



                                                                               6

of Schedule 1.01A) that at any time ceases to meet the test set forth in clause
(A) shall cease to be a Consent Subsidiary.

                  "Consolidated EBITDA" of any Person means, for any period,
Consolidated Net Income of such Person for such period plus (a) without
duplication and to the extent deducted in determining such Consolidated Net
Income, the sum of (i) Consolidated Interest Expense for such period, (ii)
income tax expense for such period, (iii) all amounts attributable to
depreciation and amortization for such period, (iv) all non-cash non-recurring
charges for such period, (v) all Rationalization Charges for such period, (vi)
other expense for such period, (vii) equity in losses of affiliates for such
period, (viii) foreign exchange currency losses for such period and (ix)
minority interest in net income of subsidiaries for such period, minus (b)
without duplication, to the extent included in determining such Consolidated Net
Income (except with respect to (ii) and (iii) below), (i) any non-cash
extraordinary gains for such period, (ii) cash expenditures (other than
Rationalization Charges) during such period in respect of items that resulted in
non-cash non-recurring charges during any prior period after the date hereof,
(iii) Excess Cash Rationalization Charges, (iv) other income for such period,
(v) equity in earnings of affiliates for such period, (vi) foreign exchange
currency gains for such period and (vii) minority interest in net losses of
subsidiaries for such period, all determined on a consolidated basis in
accordance with GAAP. Each item referred to in this definition and not defined
elsewhere in this Agreement will be computed by a method consistent with that
used in preparing the financial statements referred to in Section 3.04.

                  "Consolidated Interest Expense" of any Person means, for any
period the sum of, without duplication, (a) the consolidated interest expense
(including imputed interest expense in respect of Capital Lease Obligations and
excluding fees and other origination costs included in interest expense and
arising from Indebtedness incurred at any time) of such Person and its
Consolidated Subsidiaries for such period, determined in accordance with GAAP
but excluding capitalized interest, (b) all cash dividends paid during such
period in respect of Permitted Preferred Stock and (c) all finance expense
related to Securitization Transactions, excluding amortization of origination
and other fees.

                  "Consolidated Net Income" of any Person means, for any period,
the net income or loss of such Person and its Consolidated Subsidiaries for such
period determined in accordance with GAAP.

                  "Consolidated Net Worth" means, as of the last day of any
fiscal quarter, the sum for Goodyear of (a) the stated value of outstanding
common stock, (b) capital surplus and (c) retained earnings, excluding for
purposes of such calculation the effect of (i) all non-cash non-recurring
charges and all non-cash Rationalization Charges and (ii) all losses and gains
on sales of assets other than in the ordinary course of business and all other
non-cash non-recurring gains, in each case in (i) and (ii) above, after December
31, 2002.

                  "Consolidated Revenue" means, for any period, the revenues of
Goodyear and its Consolidated Subsidiaries for such period, determined in
accordance with GAAP.

                  "Consolidated Senior Secured Indebtedness" means, for any
period, the sum for Goodyear and its Consolidated Subsidiaries for such period,
without duplication, of (a) all Indebtedness that is included on Goodyear's
consolidated balance sheet and is secured by any assets of Goodyear or a
Consolidated Subsidiary of Goodyear, (b) all Capital Lease Obligations, (c) all
synthetic lease financings, (d) all Indebtedness of South Pacific Tyres that is
secured by any of its assets or by assets of the Borrower or a Consolidated
Subsidiary and (e) all



                                                                               7

Securitization Transactions, all determined in accordance with GAAP. For
purposes of computing Consolidated Senior Secured Indebtedness, the amount of
any synthetic lease financing shall equal the amount that would be capitalized
in respect of such lease if it were a Capital Lease Obligation.

                  "Consolidated Subsidiary" means with respect to any Person, at
any date, each Subsidiary of such Person the accounts of which would be
consolidated with those of such Person in such Person's consolidated financial
statements prepared in accordance with GAAP.

                  "Consolidated Total Assets" means, at any date, the total
assets of Goodyear and its Consolidated Subsidiaries determined in accordance
with GAAP.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Credit Documents" means this Agreement, any promissory notes
delivered pursuant to Section 2.07(e) and the Security Documents.

                  "Credit Parties" means the J.V. Loan Parties, Goodyear and the
US Subsidiary Guarantors.

                  "Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

                  "Designated Obligations" means (a) with respect to Revolving
Loans, all Revolving Obligations of the Credit Parties in respect of (i) the
principal of and interest on the Revolving Loans, (ii) commitment fees in
respect of unused Revolving Commitments described in Section 2.09(a) and (iii)
fees in respect of Revolving Loans and unused Revolving Commitments described in
Section 2.09(c), in each case regardless of whether then due and payable, and
(b) with respect to Term Loans, all Term Obligations of the Credit Parties in
respect of (i) the principal of and interest on the Term Loans and (ii) fees in
respect of Term Loans described in Section 2.09(c), in each case regardless of
whether then due and payable.

                  "Disclosure Documents" means (a) the Information Memorandum,
(b) reports of Goodyear on Forms 10-K, 10-Q and 8-K, and any amendments thereto,
that shall have been (i) filed with the Securities and Exchange Commission on or
prior to March 21, 2003, or (ii) filed with the Securities and Exchange
Commission after such date and prior to the Effective Date and delivered to the
Administrative Agent, and (c) the draft Report of Goodyear on Form 10-K for the
fiscal year ended December 31, 2002, delivered to the Lenders prior to the date
hereof, as such Report shall have been modified by any subsequent draft of such
Report delivered to the Administrative Agent prior to the Effective Date.

                  "dollars" or "$" refers to lawful money of the United States
of America.

                  "Dunlop KG" means Dunlop GmbH & Co KG, a partnership organized
under the laws of the Federal Republic of Germany.



                                                                               8

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the presence, the management or release of, or exposure to, any
Hazardous Materials or to health and safety matters.

                  "Environmental Liability" means all liabilities, obligations,
damages, losses, claims, actions, suits, judgments, orders, fines, penalties,
fees, expenses and costs (including administrative oversight costs, natural
resource damages and remediation costs), whether contingent or otherwise,
arising out of or relating to (a) compliance or non-compliance with any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release of any Hazardous Materials or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.

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

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with Goodyear or any Subsidiary, is treated as a
single employer under Section 414(b) or (c) of the Code or, solely for purposes
of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to any
Plan (other than an event for which the 30-day notice period is waived or an
event described in Section 4043.33 of Title 29 of the Code of Federal
Regulations); (b) the existence with respect to any Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code or Section 302 of
ERISA) as to which a waiver has not been obtained; (c) the incurrence by
Goodyear, a Subsidiary or any ERISA Affiliate of any liability under Title IV of
ERISA with respect to the termination of any Plan; (d) the treatment of a Plan
amendment as a termination under Section 4041 of ERISA; (e) any event or
condition, other than the Transactions, that would be materially likely to
result in the termination of, or the appointment of a trustee to administer, any
Plan or Multiemployer Plan under Section 4042 of ERISA; (f) the receipt by
Goodyear, a Subsidiary or any ERISA Affiliate from the PBGC or a plan
administrator of any notice of an intention to terminate any Plan or to appoint
a trustee to administer any Plan; (g) the incurrence by Goodyear, any Subsidiary
or any ERISA Affiliate of any liability under Title IV of ERISA with respect to
the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (h)
the receipt by Goodyear, any Subsidiary or any ERISA Affiliate of any notice, or
the receipt by any Multiemployer Plan from Goodyear, any Subsidiary or any ERISA
Affiliate of any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA.



                                                                               9

                  "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

                  "European J.V." means Goodyear Dunlop Tires Europe B.V., a
corporation organized under the laws of The Netherlands.

                  "Event of Default" has the meaning assigned to such term in
Section 7.01.

                  "Excess Cash Rationalization Charges" means, for any period,
cash expenditures of Goodyear and its Consolidated Subsidiaries with respect to
Rationalization Charges recorded on Goodyear's consolidated income statement
after the date hereof; provided, however, that for such cash expenditures
incurred after September 1, 2003, Excess Cash Rationalization Charges shall only
include the aggregate amount of such cash expenditures which exceed the sum of
$100,000,000 (or $50,000,000 if incurred prior to December 31, 2003) plus 25% of
the Net Cash Proceeds from the issuance and sale of its Equity Interests or
Indebtedness pursuant to Section 6.01(q).

                  "Excluded Subsidiary" means any Subsidiary with only nominal
assets and no operations.

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, or any other recipient of any payment to be made by or on
account of any obligation of any Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the jurisdiction under the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes or any similar tax imposed by any
jurisdiction described in clause (a) above and (c) (i) any withholding tax that
is imposed by the United States on amounts payable to a Foreign Lender (other
than an assignee pursuant to a request by the European J.V. under Section
2.16(b)) at the time such Foreign Lender first becomes a party to this Agreement
(or designates a new lending office), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts from such
Borrower with respect to such withholding tax pursuant to Section 2.14(a) or
(ii) any withholding tax that is imposed by the United States on amounts payable
to a Foreign Lender that is attributable to such Foreign Lender's failure to
comply with Section 2.14(e).

                  "Existing Credit Agreements" means (a) the Amended and
Restated 364-Day Credit Agreement dated as of August 13, 2002 among Goodyear,
the lenders party thereto and JPMorgan Chase Bank, as administrative agent and
(b) the Term Loan Agreement dated as of March 30, 2001, as amended, among
Goodyear, the lenders party thereto, JPMorgan Chase Bank, as administrative
agent for the lenders and JPMorgan Chase International Limited, as London agent
for the Lenders.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received



                                                                              10

by the Administrative Agent from three Federal funds brokers of recognized
standing selected by it.

                  "Financial Officer" of any Person means the chief financial
officer, principal accounting officer, treasurer or any assistant treasurer of
such Person.

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than the United States or any political subdivision
thereof.

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

                  "GAAP" means generally accepted accounting principles in the
United States or, when reference is made to financial statements of a Person
organized under the laws of a jurisdiction outside of the United States,
generally accepted accounting principles in such jurisdiction.

                  "Goodyear" means The Goodyear Tire & Rubber Company, an Ohio
corporation.

                  "Goodyear KG" means Goodyear GmbH & Co KG, a partnership
organized under the laws of the Federal Republic of Germany.

                  "Governmental Authority" means the government of the United
States, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

                  "Grantors" means the European J.V. and the Subsidiary
Guarantors, including each Person listed as a European Facilities Guarantor or
European Facilities Grantor on the signature pages to the Guarantee and
Collateral Agreement or that has become a European Guarantor or European
Facilities Grantor pursuant to Section 13.14 thereof.

                  "GDTG" means Goodyear Dunlop Tires Germany GmbH, a corporation
organized under the laws of the Federal Republic of Germany.

                  "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including
any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment
thereof, (c) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or (d) as an account party in respect
of any letter of credit or letter of guaranty issued to support such
Indebtedness; provided, that the term Guarantee shall not include endorsements
for collection or deposit in the ordinary course of business. The amount of any
Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in



                                                                              11

respect of which such Guarantee is made and (b) the maximum amount for which
such guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee, unless such primary obligation and the maximum amount
for which such guaranteeing person may be liable are not stated or determinable,
in which case the amount of such Guarantee shall be such guaranteeing person's
maximum reasonably anticipated liability (assuming such person is required to
perform) in respect thereof as determined in such person's good faith.

                  "Guarantee and Collateral Agreement" means the Guarantee and
Collateral Agreement among Goodyear, the Subsidiary Guarantors, the Grantors,
certain other Subsidiaries, the Lenders and the Collateral Agent substantially
in the form of Exhibit F hereto.

                  "Hazardous Materials" means (A) petroleum products and
byproducts, asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, radon gas, chlorofluorocarbons and all other ozone-depleting
substances; and (B) any pollutant or contaminant or any hazardous, toxic,
radioactive or otherwise regulated chemical, material, substance or waste that
is prohibited, limited or regulated pursuant to any applicable Environmental
Law.

                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding accounts payable incurred in the ordinary course of business), (e)
all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right to be secured by) any Lien on property owned
or acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g)
all Capital Lease Obligations of such Person, (h) all obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty and (i) all Securitization Transactions of such Person.
The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to
the extent such Person is liable therefor as a result of such Person's ownership
interest in such entity.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Indemnitee" has the meaning set forth in Section 9.03.

                  "Information Memorandum" means the Confidential Information
Memorandum dated March 5, 2003 relating to the Goodyear and the Transactions.

                  "Intellectual Property" means all intellectual and similar
property of every kind and nature, including inventions, designs, patents,
copyrights, licenses, trademarks, trade secrets, confidential or proprietary
technical and business information, know-how, show-how or other data or
information, software and databases and all embodiments or fixations thereof and
related documentation, registrations and franchises, and all additions,
improvements and accessions to, and books and records describing or used in
connection with, any of the foregoing.

                  "Interest Election Request" means a request by any Borrower to
convert or continue a Revolving Borrowing or Term Borrowing in accordance with
Section 2.05 in substantially the form of Exhibit B hereto.



                                                                              12

                  "Interest Payment Date" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December and (b) with
respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months' duration after the first day of such Interest Period.

                  "Interest Period" means, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as any Borrower may elect; provided that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and, in the case of a Borrowing, thereafter shall be the
effective date of the most recent conversion or continuation of such Borrowing.

                  "Investments" has the meaning assigned to such term in Section
6.05.

                  "JPMCB" means JPMorgan Chase Bank, and its successors.

                  "J.V. Loan Parties" means the European J.V. and the Subsidiary
Guarantors.

                  "J.V. Subsidiary" means any Subsidiary of the European J.V.

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption.

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason with respect to any
Eurodollar Borrowing, then the "LIBO Rate" with respect to such Eurodollar
Borrowing for such Interest Period shall be the rate (rounded upwards, if
necessary, to the next 1/100 of 1%) at which dollar deposits of $5,000,000 and
for a maturity comparable to such Interest Period are offered by the principal
London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, French delegation of claims, pledge, hypothecation,
encumbrance, charge or security interest in,



                                                                              13

on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

                  "Loans" means the loans made by the Lenders to any Borrower
pursuant to this Agreement.

                  "Luxembourg Finance" means Goodyear Finance Holdings S.A., a
societe anonyme organized under the laws of Luxembourg.

                  "Lux Tires" means Goodyear Luxembourg Tires S.A., a societe
anonyme organized under the laws of Luxembourg.

                  "Majority Lenders" shall mean, at any time, Lenders having
aggregate Revolving Credit Exposures, Term Loans and unused Commitments
representing at least a majority of the sum of the total Revolving Credit
Exposures, Term Loans and unused Commitments at such time.

                  "Material Adverse Change" means a material adverse change in
or effect on (a) the business, operations, properties, assets or financial
condition (including as a result of the effects of any contingent liabilities
thereon) of Goodyear and the Subsidiaries, taken as a whole, (b) the ability of
the Credit Parties, taken as a whole, to perform their obligations under this
Agreement and the other Credit Documents that are material to the rights or
interests of the Lenders or (c) the rights of or benefits available to the
Lenders under this Agreement and the other Credit Documents that are material to
the interests of the Lenders.

                  "Material Indebtedness" means Indebtedness (other than the
Loans), or obligations in respect of one or more Swap Agreements, of any one or
more of Goodyear and the Subsidiaries in an aggregate principal amount exceeding
$25,000,000. For purposes of determining Material Indebtedness, the "principal
amount" of the obligations of Goodyear or any Subsidiary in respect of any Swap
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that Goodyear or such Subsidiary would be required to
pay if such Swap Agreement were terminated at such time, calculated in
accordance with the terms of such Swap Agreement.

                  "Material Subsidiary" means, at any time, each Subsidiary
other than Subsidiaries that do not represent more than 1% for any such
individual Subsidiary, or more than 5% in the aggregate for all such
Subsidiaries, of either (a) Consolidated Total Assets or (b) Consolidated
Revenue for the period of four fiscal quarters most recently ended.

                  "Maturity Date" means April 30, 2005.

                  "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

                  "NAIC" means the National Association of Insurance
Commissioners.

                  "Net Cash Proceeds" means, with respect to any Prepayment
Event, (a) the cash proceeds received in respect of such event including (i) any
cash received in respect of any non-cash proceeds, but only as and when
received, (ii) in the case of a casualty, insurance proceeds received, and (iii)
in the case of a condemnation or similar event, condemnation awards



                                                                              14

and similar payments received, net of (b) the sum of (i) all reasonable fees and
out-of-pocket expenses (including any legal, title and recording tax expenses)
paid by the European J.V. and the J.V. Subsidiaries to third parties (other than
Affiliates) in connection with such event, (ii) in the case of a sale, transfer
or other disposition of an asset (including pursuant to a sale and leaseback
transaction or a casualty or a condemnation or similar proceeding), the amount
of all payments required to be made by the European J.V. and the J.V.
Subsidiaries as a result of such event to repay Indebtedness (other than Loans)
secured by such asset or otherwise subject to mandatory prepayment as a result
of such event, and (iii) the amount of all taxes paid (or reasonably estimated
to be payable) by the European J.V. and the J.V. Subsidiaries (including taxes
required to be paid or withheld in respect of the transfer of amounts from the
recipient thereof to a Borrower), and the amount of any reserves established by
the European J.V. and the J.V. Subsidiaries to fund contingent liabilities
reasonably estimated to be payable, in each case during the year that such event
occurred or the next succeeding year and that are directly attributable to such
event (as determined reasonably and in good faith by a Financial Officer of the
European J.V. or Goodyear); provided that, to the extent and at the time any
such amounts are released to the European J.V. or any European J.V. Subsidiary
from such reserve, such amounts shall constitute Net Cash Proceeds.
Notwithstanding the foregoing, amounts that would otherwise constitute Net Cash
Proceeds shall not constitute Net Cash Proceeds to the extent that (x) currency
or foreign exchange controls prevent the repatriation of such amounts to the
Term Borrowers, (y) the recipient of such amounts is not a Wholly Owned
Subsidiary and (1) the consent of any Person other than the Goodyear or any
Wholly Owned Subsidiary is required by applicable law or the terms of any
organizational document of such non-Wholly Owned Subsidiary or other agreement
of such Subsidiary or any Affiliate of such Subsidiary in order for such
Subsidiary to transfer such amounts to a Term Borrower (whether by distribution,
loan or advance, repayment of intercompany Indebtedness or other commercially
reasonable means) and (2) Goodyear and the European J.V. endeavored in good
faith to obtain such consents and such consents shall not have been obtained (to
permit the transfer of such proceeds by any of such means) or (z) capital
maintenance, corporate benefit or over collateralization rules prevent the
repayment of such amounts by, or repatriation of such amounts for repayment to,
the Term Borrowers. The Net Cash Proceeds received by any non-Wholly Owned
Subsidiary shall be deemed to equal the amount determined as set forth above
multiplied by the European J.V.'s aggregate direct or indirect percentage
ownership of such Subsidiary.

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

                  "New Facilities Documents" means the New Facilities Credit
Agreements, the Guarantee and Collateral Agreement and the other Security
Documents (as such term is defined in any New Facilities Credit Agreement).

                  "New Facilities Prepayment Event" means any "Prepayment Event"
as defined under any New Facilities Credit Agreement.

                  "Obligations" means the Revolving Obligations and the Term
Obligations.

                  "Other Taxes" means any and all present or future stamp,
documentary, excise, recording, transfer, sales, property or similar taxes,
charges or levies arising from any payment made under any Credit Document or
from the execution, delivery or enforcement of, or otherwise with respect to,
any Credit Document.

                  "Participant" has the meaning assigned to such term in Section
9.04.



                                                                              15

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "Permitted Encumbrances" means:

                  (a) Liens imposed by law for taxes that are not yet due or are
         being contested;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's and other Liens imposed by law, arising in the ordinary
         course of business and securing obligations that are not overdue by
         more than 30 days (or any longer grace period available under the terms
         of the applicable underlying obligation) or are being contested;

                  (c) Liens created and pledges and deposits made in the
         ordinary course of business in compliance with workers' compensation,
         unemployment insurance and other social security laws or regulations;

                  (d) Liens created and deposits made to secure the performance
         of bids, trade contracts, leases, statutory obligations, appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business, and Liens created and deposits made
         prior to the date hereof in the ordinary course of business to secure
         the performance of surety bonds;

                  (e) judgment liens in respect of judgments that do not
         constitute an Event of Default;

                  (f) supplier's liens in inventory, other assets supplied or
         accounts receivable that result from retention of title or extended
         retention of title arrangements arising in connection with purchases of
         goods in the ordinary course of business; and

                  (g) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property and other Liens incidental to the conduct
         of business or ownership of property that arise automatically by
         operation of law or arise in the ordinary course of business and that
         do not materially detract from the value of the property of Goodyear
         and the Subsidiaries or of the Collateral, in each case taken as a
         whole, or materially interfere with the ordinary conduct of business of
         Goodyear and the Subsidiaries, taken as a whole, or otherwise adversely
         affect in any material respect the rights or interests of the Lenders;

provided that (except as provided in clause (d) above) the term "Permitted
Encumbrances" shall not include any Lien securing Indebtedness for borrowed
money.

                  "Permitted Investments" means:

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

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, ratings of A1 from S&P and P1 from Moody's;



                                                                              16

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof and issued or guaranteed by or placed with, and
         money market deposit accounts issued or offered by, any commercial bank
         organized under the laws of the United States or any State thereof
         which has a short term deposit rating of A1 from S&P and P1 from
         Moody's and has a combined capital and surplus and undivided profits of
         not less than $500,000,000;

                  (d) fully collateralized repurchase agreements with a term of
         not more than 30 days for securities described in clause (a) above and
         entered into with a financial institution described in clause (c)
         above;

                  (e) money market funds that (i) comply with the criteria set
         forth in Securities and Exchange Commission Rule 2a-7 under the
         Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by
         Moody's and (iii) have portfolio assets of at least $5,000,000,000; and

                  (f) in the case of any Subsidiary that is not a US Subsidiary,
         (i) marketable direct obligations issued or unconditionally guaranteed
         by the sovereign nation in which such Subsidiary is organized and is
         conducting business or issued by any agency of such sovereign nation
         and backed by the full faith and credit of such sovereign nation, in
         each case maturing within one year from the date of acquisition, so
         long as the indebtedness of such sovereign nation is rated at least A
         by S&P or A2 by Moody's or carries an equivalent rating from a
         comparable foreign rating agency or (ii) investments of the type and
         maturity described in clauses (b) through (e) of foreign obligors,
         which investments or obligors have ratings described in such clauses or
         equivalent ratings from comparable foreign rating agencies.

                  "Permitted Preferred Stock" has the meaning assigned to such
term in Section 6.01.

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV or Section 302 of
ERISA or Section 412 of the Code, and in respect of which Goodyear, any
Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section
3(5) of ERISA.

                  "Prepayment Event" means:

                  (a) any sale, transfer or other disposition (including
         pursuant to a Sale and Leaseback Transaction other than a Sale and
         Leaseback Transaction consummated not more than 180 days after the
         acquisition or completion of construction of the assets subject
         thereto) of any property or assets of the European J.V. or any J.V.
         Subsidiary to any Person other than the European J.V. or any J.V.
         Subsidiary, other than (i) dispositions described in clauses (a), (b),
         (d) and (i) of Section 6.06 and (ii) that results in Net Cash Proceeds
         not exceeding $5,000,000 (provided that at all times after the
         aggregate Net Cash Proceeds known by a Financial Officer of Goodyear to
         have been received in respect of all such transactions is in excess of
         $25,000,000, each such



                                                                              17

         transaction under this clause (ii) shall constitute a Prepayment Event
         with respect to all such Net Cash Proceeds in excess of $25,000,000);
         or

                  (b) any casualty or other insured damage to, or any taking
         under power of eminent domain or by condemnation or similar proceeding
         of, any property or asset of the European J.V. or any J.V. Subsidiary,
         but only to the extent that the Net Cash Proceeds from such event
         exceed $5,000,000 and then, if the European J.V. shall notify the
         Administrative Agent that it or the applicable J.V. Subsidiary intends
         to apply such Net Cash Proceeds to repair, restore or replace the
         property or asset that shall have been damaged or taken, such event
         shall constitute a Prepayment Event only if such repair, restoration or
         replacement shall not have commenced within 180 days after such event
         and the Net Cash Proceeds of such event will be deemed for purposes of
         Section 2.08 to equal the amount not so applied; or

                  (c) the incurrence by the European J.V. or any J.V. Subsidiary
         of any Indebtedness, other than Indebtedness permitted by Section 6.01,
         or the issuance and sale by the European J.V. or any J.V. Subsidiary of
         any Equity Interests.

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by JPMCB (or any successor Administrative Agent
appointed or chosen pursuant to Article VIII hereof) as its prime rate in effect
at its principal office in New York City. Each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

                  "Principal European Subsidiary" means, (a) any J.V. Subsidiary
(other than a Borrower) organized under the laws of the Federal Republic of
Germany, Luxembourg, the Republic of France or the United Kingdom with
consolidated assets having a book value in excess of $10,000,000 as of December
31, 2002, or if later, as of the end of the most recent fiscal quarter for which
financial statements have been delivered pursuant to Section 5.01(a) or (b)
(other than any Special Excluded Subsidiary) or (b) any subsidiary of Luxembourg
Finance organized under the laws of Luxembourg with consolidated assets having a
book value in excess of $10,000,000 as of December 31, 2002, or if later, as of
the end of the most recent fiscal quarter for which financial statements have
been delivered pursuant to Section 5.01(a) or (b).

                  "Rationalization Charges" means, for any period, cash and
non-cash charges related to rationalization actions designed to reduce capacity,
eliminate redundancies and reduce costs. Rationalization Charges will be
computed by a method consistent with that used in preparing the financial
statements referred to in Section 3.04.

                  "Register" has the meaning set forth in Section 9.04.

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

                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in Goodyear or any Subsidiary, or any payment (whether in cash,
securities or other property) on account of the purchase, redemption,
retirement, acquisition, cancelation or termination of any such Equity Interests
or any option, warrant or other right to acquire any such Equity Interests.



                                                                              18

                  "Revolving Availability Period" means the period from and
including the Effective Date to but excluding the earlier of (a) the Maturity
Date and (b) the date of termination of the Revolving Commitments.

                  "Revolving Commitment" means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans hereunder, expressed as an
amount representing the maximum permitted aggregate amount of such Lender's
Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or
increased from time to time pursuant to Section 2.06 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04. The initial amount of each Lender's Revolving
Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Revolving Commitment, as
applicable. The initial aggregate amount of the Lenders' Revolving Commitments
is $250,000,000.

                  "Revolving Credit Exposure" means, with respect to any Lender
at any time, the aggregate outstanding principal amount of such Lender's
Revolving Loans at such time.

                  "Revolving Lender" means a Lender with a Revolving Commitment
or, if the Revolving Commitments have terminated or expired, a Lender with
Revolving Exposure.

                  "Revolving Loan" means a Loan made pursuant to clause (a) of
Section 2.01.

                  "Revolving Obligations" means (a) the due and punctual payment
of (i) the principal of and interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Revolving Loans, when and as due, whether at maturity, by acceleration, upon
one or more dates set for prepayment or otherwise and (ii) all other monetary
obligations of the Credit Parties to any of the Secured Parties under this
Agreement and each of the other Credit Documents, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), save in each case insofar as
the same relate to, or to any Guarantee of, the Term Loans or any amount payable
in respect thereof (and for the avoidance of doubt, the fee payable by the
European J.V. pursuant to Section 2.09(c) does not relate to the Term Loans),
(b) the due and punctual performance of all other nonmonetary obligations of the
Credit Parties to any of the Secured Parties under this Agreement and the other
Credit Documents (other than the performance of obligations in respect of, or in
respect of any Guarantee in respect of, the Term Loans or any amount payable in
respect thereof), (c) the due and punctual payment and performance of all
obligations of the European J.V., any J.V. Subsidiary, Luxembourg Finance or any
subsidiary of Luxembourg Finance under each Swap Agreement that (i) shall have
been in effect on the Effective Date with a counterparty that shall have been a
Revolving Lender or an Affiliate of a Revolving Lender as of the Effective Date
or (ii) shall have been entered into after the Effective Date with any
counterparty that shall have been a Revolving Lender or an Affiliate of a
Revolving Lender at the time such Swap Agreement was entered into and (d) the
due and punctual payment and performance of all obligations of the European J.V.
or any J.V. Subsidiary arising out of or in connection with cash management or
similar services provided by any Revolving Lender.

                  "Sale and Leaseback Transaction" means any arrangement whereby
Goodyear or a Subsidiary shall sell or transfer any property, real or personal,
used or useful in its business, whether now owned or hereinafter acquired, and
thereafter rent or lease from the buyer or



                                                                              19

transferee property that it intends to use for substantially the same purpose or
purposes as the property sold or transferred, other than any such transaction
entered into with respect to any property or any improvements thereto at the
time of, or within 180 days after, the acquisition or completion of construction
of such property or such improvements (or, if later, the commencement of
commercial operation of any such property), as the case may be, to finance the
cost of such property or such improvements, as the case may be.

                  "SAVA" means Sava Joint Venture Holding d.o.o., a corporation
organized under the laws of the Republic of Slovenia.

                  "Secured Parties" means the Administrative Agent, the
Collateral Agent and each Lender.

                  "Securitization Transaction" means, with respect to any
Person, (i) any transfer, assignment or pledge by such Person of accounts
receivable, rights to future lease payments or residuals or other financial
assets, and related property, or interests therein (a) to a trust, partnership,
corporation or other entity, which transfer is funded in whole or in part,
directly or indirectly, by the incurrence or issuance by the transferee or any
successor transferee of Indebtedness or securities that are to receive payments
from, or that represent interests in, the cash flow derived from such accounts
receivable or interests, or (b) directly to one or more investors or other
purchasers, (ii) any Indebtedness of such Person secured substantially entirely
by accounts receivable, rights to future lease payments or residuals or other
financial assets, and related property or (iii) any factoring transaction
involving substantially entirely accounts receivable, rights to future lease
payments or residuals or other financial assets, and related property. The
amount of any Securitization Transaction shall be deemed at any time to be the
aggregate outstanding principal amount of the Indebtedness or securities
referred to in the preceding sentence or, if there shall be no such principal
amount, the equivalent outstanding amount of the funded investment.

                  "Security Agreement" means any security agreement, pledge
agreement, charge agreement, mortgage, debenture or similar agreement,
instrument or security document, or any supplement thereto creating a Lien on
any assets or rights to secure any of the Obligations.

                  "Security Documents" means the Guarantee and Collateral
Agreement, the Security Agreements and each other instrument or document
delivered pursuant to Section 5.08 to secure any of the Obligations.

                  "Special Excluded Subsidiaries" means KDIS Distribution, Vulco
France and Societe Isseenne de Participations.

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject, with respect to the Adjusted LIBO Rate, for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation.



                                                                              20

The Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

                  "subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which are consolidated with those of
the parent in the parent's consolidated financial statements in accordance with
GAAP as of such date, as well as any other corporation, limited liability
company, partnership, association or other entity of which securities or other
ownership interests representing more than 50% of the equity or more than 50% of
the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held by
the parent or one or more subsidiaries of the parent or by the parent and one or
more subsidiaries of the parent.

                  "Subsidiary" means any subsidiary of Goodyear.

                  "Subsidiary Guarantors" means (a) each Borrower (other than
the European J.V.), (b) each J.V. Subsidiary (other than a Borrower) that is, or
is required to be, a party to the Guarantee and Collateral Agreement, (c)
Luxembourg Finance and (d) each subsidiary of Luxembourg Finance that is, or is
required to be, a party to the Guarantee and Collateral Agreement.

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

                  "Syndication Agent" means Deutsche Bank AG, in its capacity as
syndication agent hereunder.

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

                  "Term Borrower" means Goodyear KG, Dunlop KG or GDTG.

                  "Term Lender" means a Lender with a Term Loan Commitment or
any outstanding Term Loan.

                  "Term Loan" means a Loan made pursuant to clause (b) of
Section 2.01.

                  "Term Loan Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Term Loans hereunder on the Effective
Date, expressed as amount representing the maximum aggregate principal amount of
the Term Loans to be made by such Lender hereunder, as such commitment may be
(a) reduced or increased from time to time pursuant to Section 2.06 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender's Term Loan
Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Term Loan Commitment, as
applicable. The initial aggregate amount of the Lenders' Term Loan Commitments
is $400,000,000.



                                                                              21

                  "Term Obligations" means (a) the due and punctual payment of
(i) the principal of and interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Term Loans, when and as due, whether at maturity, by acceleration, upon one
or more dates set for prepayment or otherwise and (ii) all other monetary
obligations of the Credit Parties to any of the Secured Parties under this
Agreement and each of the other Credit Documents, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), save in each case insofar as
the same relate to, or to any Guarantee of, the Revolving Loans or any amount
payable in respect thereof, (b) the due and punctual performance of all other
nonmonetary obligations of the Credit Parties to any of the Secured Parties
under this Agreement and the other Credit Documents (other than the performance
of obligations in respect of, or in respect of any Guarantee in respect of, the
Revolving Loans or any amount payable in respect thereof), (c) the due and
punctual payment and performance of all obligations of the European J.V., any
J.V. Subsidiary, Luxembourg Finance or any subsidiary of Luxembourg Finance
under each Swap Agreement that (i) shall have been in effect on the Effective
Date with a counterparty that shall have been a Term Lender (which is not also a
Revolving Lender) or an Affiliate of such a Lender as of the Effective Date or
(ii) shall have been entered into after the Effective Date with any counterparty
that shall have been a Term Lender (which is not also a Revolving Lender) or an
Affiliate of such a Lender at the time such Swap Agreement was entered into and
(d) the due and punctual payment and performance of all obligations of the
European J.V. or any J.V. Subsidiary arising out of or in connection with cash
management or similar services provided by any Term Lender (which is not also a
Revolving Lender). However, any amount or obligation that is a Revolving
Obligation shall not be a Term Obligation.

                  "Transactions" means the execution, delivery and performance
by Goodyear and the Borrowers of this Agreement and by Goodyear, the European
J.V., the Subsidiary Guarantors, the US Subsidiary Guarantors and the Grantors,
as applicable, of the other Credit Documents, the borrowing of the Loans, the
creation of the Liens provided for in the Security Documents and the other
transactions contemplated hereby.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

                  "US Obligations" means the Obligations as defined in the US
Term Facility Agreement and the Obligations as defined in the US Revolving
Facility Agreement.

                  "US Revolving Facility Agreement" means the $750,000,000
Revolving Credit Agreement dated as of the date hereof among Goodyear, certain
lenders, JPMCB, as administrative agent.

                  "US Subsidiary" means any Subsidiary that is not a Foreign
Subsidiary.

                  "US Subsidiary Guarantors" means each US Subsidiary (other
than the Excluded Subsidiaries and the Consent Subsidiaries).



                                                                              22

                  "US Term Facility Agreement" means the $645,454,545 Term Loan
Agreement dated as of the date hereof among Goodyear, certain lenders, and
JPMCB, as administrative agent and BNP Paribas, as syndication agent.

                  "Wholly Owned Subsidiary" of any person shall mean a
subsidiary of such person of which securities (except for directors' qualifying
shares) or other ownership interests representing 100% of the Equity Interests
are, at the time any determination is being made, owned, controlled or held by
such person or one or more wholly owned Subsidiaries of such person or by such
person and one or more wholly owned Subsidiaries of such person.

                  "Withdrawal Liability" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

                  SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, but shall not be deemed to include the
subsidiaries of such Person unless express reference is made to such
subsidiaries, (c) the words "herein", "hereof" and "hereunder", and words of
similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e)
the words "asset" and "property" shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.

                  SECTION 1.04. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the European J.V. notifies the Administrative Agent that the European
J.V. requests an amendment to any provision hereof to eliminate the effect of
any change occurring after the date hereof in GAAP or in the application thereof
on the operation of such provision (or if the Administrative Agent notifies the
European J.V. and Goodyear that the Majority Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith.



                                                                              23

                  SECTION 1.05. Foreign Currency Translation. For purposes of
determining compliance as of any date with Section 6.01, 6.02, 6.03, 6.05 or
6.06, amounts incurred or outstanding in currencies other than dollars shall be
translated into dollars at the exchange rates in effect on the first Business
Day of the fiscal quarter in which such determination occurs or in respect of
which such determination is being made, as such exchange rates shall be
determined in good faith by Goodyear. No Default or Event of Default shall arise
as a result of any limitation set forth in dollars in Section 6.01, 6.02, 6.03,
6.05 or 6.06 being exceeded solely as a result of changes in currency exchange
rates from those rates applicable on the first day of the fiscal quarter in
which such determination occurs or in respect of which such determination is
being made.

                                   ARTICLE II

                                   The Credits

                  SECTION 2.01. Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees (a) to make Revolving Loans to any Borrower
from time to time during the Revolving Availability Period in dollars in an
aggregate principal amount that will not result in such Lender's Revolving
Credit Exposure exceeding such Lender's Revolving Commitment and (b) (i) to make
a Term Loan to Goodyear KG on the Effective Date in dollars in a principal
amount not exceeding its Applicable Term Percentage of $272,000,000, (ii) to
make a Term Loan to Dunlop KG on the Effective Date in a principal amount not
exceeding its Applicable Term Percentage of $70,000,000 and (iii) to make a Term
Loan to GDTG on the Effective Date in a principal amount not exceeding its
Applicable Term Percentage of $58,000,000. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrowers may borrow,
prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans may
not be reborrowed.

                  SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be
made as part of a Borrowing consisting of Loans of the same Class and Type made
by the Lenders ratably in accordance with their respective Commitments of the
applicable Class. The failure of any Lender to make any Loan required to be made
by it shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender's failure to make Loans as required.

                  (b) Subject to Section 2.11, each Revolving Borrowing and Term
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
applicable Borrower may request in accordance herewith; provided that all
Borrowings made on the Effective Date must be made as ABR Borrowings. Each
Lender at its option may make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the relevant Borrower
to repay such Loan in accordance with the terms of this Agreement.

                  (c) At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000. At the time that
each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $5,000,000; provided,
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the total Revolving Commitments. Borrowings of more
than one Type and Class may be outstanding at the same time; provided that there
shall not at any time be more than a total of 20 Eurodollar Borrowings
outstanding.



                                                                              24

                  (d) Notwithstanding any other provision of this Agreement, no
Borrower shall be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.

                  SECTION 2.03. Requests for Borrowings. To request a Revolving
Borrowing or Term Borrowing, the applicable Borrower, or the European J.V. on
behalf of such Borrower, shall notify the Administrative Agent of such request
by telephone (a) in the case of a Eurodollar Borrowing, not later than 3:00
p.m., New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 3:00 p.m., New
York City time, one Business Day before the date of the proposed Borrowing. Each
such telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request signed by the applicable Borrower or by the European J.V. on
behalf of such Borrower. Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.02:

                  (i)   the Borrower requesting such Borrowing (or on whose
         behalf the European J.V. is requesting such Borrowing);

                  (ii)  whether the requested Borrowing is to be a Revolving
         Borrowing or a Term Borrowing;

                  (iii) the aggregate amount of the requested Borrowing;

                  (iv)  the date of such Borrowing, which shall be a Business
         Day;

                  (v)   whether such Borrowing is to be an ABR Borrowing or a
         Eurodollar Borrowing;

                  (vi)  in the case of a Eurodollar Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; and

                  (vii) the location and number of the Borrower's account to
         which funds are to be disbursed, which shall comply with the
         requirements of Section 2.04.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the relevant Borrower shall
be deemed to have selected an Interest Period of one month's duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

                  SECTION 2.04. Funding of Borrowings. (a) Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:30 p.m., New York City time, to
the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders. The Administrative Agent will make such Loans
available to the relevant Borrower by promptly crediting the amounts so
received, in like funds, to an account designated by such Borrower in the
applicable Borrowing Request (which account, in the case of Goodyear Luxembourg
Tires S.A., shall be a



                                                                              25

dollar denominated account held by Goodyear Luxembourg Tires S.A. at a bank in
New York City).

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the relevant
Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and such Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available
to such Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation or (ii) in the case of
such Borrower, the interest rate applicable to ABR Loans. If such Lender pays
such amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing. It is agreed that no payment by any
Borrower under this paragraph will be subject to any break-funding payment under
Section 2.13.

                  SECTION 2.05. Interest Elections. (a) Each Revolving Borrowing
and Term Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, the
relevant Borrower may elect to convert such Borrowing to a different Type or to
continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The relevant
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing.

                  (b) To make an election pursuant to this Section, the European
J.V. on behalf of the applicable Borrower, shall notify the Administrative Agent
of such election by telephone by the time that a Borrowing Request would be
required under Section 2.03 if such Borrower were requesting a Revolving
Borrowing or Term Borrowing of the Type resulting from such election to be made
on the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request
signed by the European J.V. on behalf of the applicable Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                  (i)   the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);



                                                                              26

                  (ii)  the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv)  if the resulting Borrowing is a Eurodollar Borrowing,
         the Interest Period to be applicable thereto after giving effect to
         such election, which shall be a period contemplated by the definition
         of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the relevant Borrower shall be deemed to
have selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the relevant Borrower fails to deliver a timely
Interest Election Request with respect to a Eurodollar Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing. Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Majority Lenders, so notifies the
European J.V., then, so long as an Event of Default is continuing (i) no
outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing
and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR
Borrowing at the end of the Interest Period applicable thereto.

                  SECTION 2.06. Termination of Commitments; Reductions of
Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments
shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii)
the Revolving Commitments shall terminate on the Maturity Date.

                  (b) The European J.V. may at any time terminate, or from time
to time reduce, the Revolving Commitments; provided that (i) each reduction of
the Revolving Commitments shall be in an amount that is an integral multiple of
$1,000,000 and not less than $5,000,000 and (ii) the European J.V. shall not
terminate or reduce the Revolving Commitments if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.08,
the total Revolving Credit Exposures would exceed the total Revolving
Commitments.

                  (c) The European J.V. shall notify the Administrative Agent of
any election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
European J.V. pursuant to this Section shall be irrevocable; provided that a
notice of termination of the Revolving Commitments delivered by the European
J.V. may state that such notice is conditioned upon the effectiveness of other
credit facilities, in which case such notice may be revoked by the European J.V.
(by notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Any termination or reduction of the
Commitments of any Class shall be



                                                                              27

permanent. Each reduction of the Commitments of any Class shall be made ratably
among the Lenders in accordance with their respective Commitments of such Class.

                  SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) Each
Borrower hereby unconditionally promises to pay on the Maturity Date (i) to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Revolving Borrowing of such Borrower and (ii) to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Term Borrowing of such Borrower.

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

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

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein (including any failure to record the making or repayment of
any Loan) shall not in any manner affect the obligation of any Borrower to repay
the Loans in accordance with the terms of this Agreement or prevent any
Borrower's obligations in respect of Loans from being discharged to the extent
of amounts actually paid in respect thereof.

                  (e) Any Lender may request that Loans of any Class made by it
be evidenced by a promissory note. In such event, each Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) in substantially the form set forth in Exhibit C-1 hereto, in the case
of Revolving Loans, or set forth in Exhibit C-2 hereto, in the case of Term
Loans. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04)
be represented by one or more promissory notes in such form payable to the order
of the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

                  SECTION 2.08. Prepayment of Loans. (a) Any Borrower shall have
the right at any time and from time to time to prepay any Borrowing of such
Borrower in whole or in part, subject to prior notice in accordance with
paragraph (e) of this Section.

                  (b) In the event and on each occasion that the sum of the
Revolving Credit Exposures exceeds the total Revolving Commitments, the European
J.V. shall (and/or shall cause other Borrowers to) prepay Revolving Borrowings
in an aggregate amount equal to such excess.

                  (c) In the event and on each occasion that any Net Cash
Proceeds are received by or on behalf of the European J.V. or any J.V.
Subsidiary in respect of any Prepayment Event, any or all the Term Borrowers
shall, not later than the fifth Business Day after such Net Cash Proceeds are
received, prepay Term Borrowings in an aggregate principal amount equal to 75%



                                                                              28

(or, in the case of any event described in clause (c) of the definition of
Prepayment Event, 50%) of such Net Cash Proceeds.

                  (d) Prior to any optional or mandatory prepayment of
Borrowings hereunder, the European J.V. shall select the Borrowing or Borrowings
to be prepaid and shall specify such selection in the notice of such prepayment
pursuant to paragraph (e) of this Section.

                  (e) The European J.V. shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 3:00 p.m., New York City
time, three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment. Each such notice shall be
irrevocable, shall specify the prepayment date and the principal amount of each
Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Revolving Commitments as contemplated by Section 2.06, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.06. Promptly following receipt of any such notice relating to a
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of an advance of a Borrowing of the same Type as
provided in Section 2.02. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.10.

                  SECTION 2.09. Fees. (a) The European J.V. agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the rate of 0.75% per annum on the daily unused amount of the
Revolving Commitment of such Lender during the period from and including the
date hereof to but excluding the date on which such Revolving Commitment
terminates. Accrued commitment fees shall be payable in arrears on the last day
of March, June, September and December of each year and on the date on which the
Revolving Commitments terminate, commencing on the first such date to occur
after the date hereof. All commitment fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

                  (b) Goodyear agrees to pay (or to cause the European J.V. to
pay) to the Administrative Agent, for its own account, fees in the amounts and
at the times separately agreed upon between Goodyear and the Administrative
Agent.

                  (c) If Loans remain outstanding under the US Term Loan
Agreement on April 30, 2004, the European J.V. agrees to pay to the
Administrative Agent for the account of each Lender on such date a fee equal to
1.00% (or if the aggregate outstanding principal amount of the loans under the
US Term Loan Agreement shall have been reduced to an amount not greater than
$200,000,000 as of such date, .75%) of the sum of the aggregate principal amount
of such Lender's outstanding Term Loans at such time plus the amount of such
Lender's Revolving Commitment, whether used or unused, at such time.

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent for distribution, in
the case of commitment fees and participation fees, to the Lenders. Fees paid
shall not be refundable under any circumstances.



                                                                              29

                  SECTION 2.10. Interest. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate plus 3.00% per annum.

                  (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus 4.00% per annum.

                  (c) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by any Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in
the preceding paragraphs of this Section or (ii) in the case of any other
amount, 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a)
of this Section.

                  (d) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Revolving Commitments; provided that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Revolving
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

                  (e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

                  SECTION 2.11. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate for such
         Interest Period; or

                  (b) the Administrative Agent is advised by the Majority
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders (or Lender) of
         making or maintaining their Loans (or its Loan) included in such
         Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the European J.V. and
the Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the European J.V. and the Lenders that
the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.



                                                                              30

                  SECTION 2.12. Increased Costs. (a) If any Change in Law shall:

                  (i)   impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate); or

                  (ii)  impose on any Lender or the London interbank market any
         other condition (other than Taxes) affecting this Agreement or
         Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or
otherwise) in each case by an amount deemed by such Lender to be material, then
the Borrower of such Loan will pay to such Lender such additional amount or
amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.

                  (b) If any Lender determines that any Change in Law regarding
capital requirements has had or would have the effect of reducing the rate of
return on such Lender's capital or on the capital of such Lender's holding
company, if any, in each case by an amount deemed by such Lender to be material
as a consequence of this Agreement or the Loans made by such Lender to a level
below that which such Lender or such Lender's holding company would have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the applicable Borrower (being the
Borrower in respect of the affected Commitments or of the affected Loans) will
pay to such Lender such additional amount or amounts as will compensate such
Lender or such Lender's holding company for any such reduction suffered.

                  (c) A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the case
may be, as specified in paragraph (a) or (b) of this Section shall be delivered
to the European J.V. The applicable Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof,
unless such amount is being contested by the European J.V. in good faith.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Borrowers shall
not be required to compensate a Lender pursuant to this Section for any
increased costs or reductions incurred more than 180 days prior to the date that
such Lender notifies the European J.V. of the Change in Law giving rise to such
increased costs or reductions and of such Lender's intention to claim
compensation therefor; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect
thereof.

                  SECTION 2.13. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.08(e) and is revoked in accordance therewith), or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the European J.V. pursuant to



                                                                              31

Section 2.16 or the CAM Exchange, then, in any such event, the Borrower of such
Loan shall compensate each Lender for the loss, cost and expense attributable to
such event. In the case of a Eurodollar Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate that would have been applicable to such Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such period, for dollar deposits of a comparable amount and period from other
banks in the eurodollar market. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the European J.V. The applicable Borrower shall
pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof, unless such amount is being contested by the European
J.V. in good faith.

                  SECTION 2.14. Taxes. (a) Any and all payments by or on account
of any obligation of any Borrower or any other Credit Party hereunder or under
any other Credit Document shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided that if any Borrower or any
other Credit Party shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions of such Taxes (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent or Lender (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made (and such
Borrower or such Credit Party shall pay or Goodyear shall cause such Credit
Party to pay such increased amount), (ii) such Borrower or such other Credit
Party shall make such deductions and (iii) such Borrower or such other Credit
Party shall pay the full amount deducted to the relevant Governmental Authority
in accordance with applicable law.

                  (b) In addition, the Borrowers shall pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.

                  (c) The relevant Borrower shall indemnify the Administrative
Agent and each Lender within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent
or such Lender, as the case may be, on or with respect to any payment by or on
account of any obligation of such Borrower or any other Credit Party hereunder
or under any other Credit Document (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
and any penalties, interest and reasonable out-of-pocket expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the European J.V. by a Lender or by the Administrative
Agent on its own behalf or on behalf of a Lender shall be conclusive absent
manifest error.

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



                                                                              32

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of United States withholding tax under any treaty to which the
United States is a party, with respect to payments under this Agreement shall
deliver to the European J.V. (with a copy to the Administrative Agent), at the
time such Foreign Lender first becomes a party to this Agreement and at the time
or times prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law or reasonably requested by the
European J.V. as will permit such payments to be made without withholding or at
a reduced rate; provided that such Foreign Lender has received written notice
from the European J.V. advising it of the availability of such exemption or
reduction and supplying all applicable documentation.

                  (f) Any Lender that is entitled to an exemption from
withholding tax under the law of any jurisdiction in which a Borrower is
located, or under any treaty to which such jurisdiction is a party, with respect
to payments under this Agreement shall deliver to the European J.V. for the
account of the relevant Borrower (with a copy to the Administrative Agent), at
the time such Lender first becomes a party to this Agreement and at the time or
times prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law or reasonably requested by the
European J.V. as will permit such payments to be made without withholding or at
a reduced rate; provided that such Lender has received written notice from the
European J.V. advising it of the availability of such exemption or reduction and
supplying all applicable documentation.

                  SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing
of Setoffs. (a) Except as required or permitted under Section 2.04, 2.12, 2.13,
2.14, 2.16 or 9.03, each Borrowing, each payment or prepayment of principal of
any Borrowing, each payment of interest on the Loans, each payment of fees, each
reduction of the Commitments and each refinancing of any Borrowing with a
Borrowing of any Type, shall be allocated pro rata among the Lenders in
accordance with their respective Commitments (or, if such Commitments shall have
expired or been terminated, in accordance with the respective principal amounts
of their outstanding Loans). Each Lender agrees that in computing such Lender's
portion of any Borrowing to be made hereunder, the Administrative Agent may, in
its discretion, round each Lender's percentage of such Borrowing to the next
higher or lower whole dollar amount.

                  (b) The relevant Borrower shall make each payment required to
be made by it hereunder (whether of principal, interest or fees, or of amounts
payable under Section 2.12, 2.13 or 2.14 or otherwise) prior to 12:00 noon, New
York City time, on the date when due, in immediately available funds, without
setoff, counterclaim or other deduction. Any amounts received after such time on
any date may, in the discretion of the Administrative Agent, be deemed to have
been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at
its offices at 270 Park Avenue, New York, New York, except that payments
pursuant to Sections 2.12, 2.13, 2.14, 2.16 and 9.03 shall be made directly to
the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person in appropriate
ratable shares to the appropriate recipient promptly following receipt thereof.
If any payment hereunder shall be due on a day that is not a Business Day, the
date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for
the period of such extension. All payments hereunder shall be made in dollars.

                  (c) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder,



                                                                              33

ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, towards payment of
principal then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal then due to such parties.

                  (d) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by any Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the European J.V. or any Affiliate thereof (as to
which the provisions of this paragraph shall apply). Each Borrower consents to
the foregoing and agrees, to the extent it may effectively do so under
applicable law and under this Agreement, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of such Borrower in the amount of
such participation.

                  (e) Unless the Administrative Agent shall have received notice
from the European J.V. prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the relevant
Borrower will not make such payment, the Administrative Agent may assume that
such Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders the amount due. In
such event, if such Borrower has not in fact made such payment, then each of the
Lenders severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.

                  (f) If any Lender shall fail to make any payment required to
be made by it hereunder for the account of the Administrative Agent or any
Lender, then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations in respect of such payment until all such unsatisfied obligations
are fully paid.

                  SECTION 2.16. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.12 or if any Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.14, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such



                                                                              34

designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.12 or 2.14, as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The European J.V. hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

                  (b) If any Lender requests compensation under Section 2.12, or
if any Credit Party is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section
2.14, or if any Lender defaults in its obligation to fund Loans hereunder, then
the European J.V. may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in Section 9.04), all its interests, rights and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the European
J.V. shall have received the prior written consent of the Administrative Agent,
which consent shall not unreasonably be withheld, (ii) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee or the Borrowers, as the case may be and (iii) in
the case of any such assignment resulting from a claim for compensation under
Section 2.12 or payments required to be made pursuant to Section 2.14, such
assignment will result in a reduction in such compensation or payments.

                                  ARTICLE III

                         Representations and Warranties

                  Goodyear represents and warrants to the Lenders as to itself
and the Subsidiaries, the European J.V. represents and warrants to the Lenders
as to itself and the J.V. Subsidiaries and each other Borrower represents and
warrants to the Lenders as to itself and its subsidiaries that:

                  SECTION 3.01. Organization; Powers. Goodyear and each of the
other Credit Parties is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all requisite power
and authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, would not be reasonably
likely to result in a Material Adverse Change, is qualified to do business, and
is in good standing, in every jurisdiction where such qualification is required.
Each Subsidiary of Goodyear other than the Credit Parties is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as
now conducted and is qualified to do business, and is in good standing, in every
jurisdiction where such qualification is required, except for failures that,
individually or in the aggregate, would not be materially likely to result in a
Material Adverse Change.

                  SECTION 3.02. Authorization; Enforceability. The Transactions
to be entered into by each Borrower and each other Credit Party are within such
Borrower's or such Credit Party's powers and have been duly authorized. This
Agreement has been duly executed and delivered by Goodyear and each Borrower and
constitutes, and each other Credit Document to which any Credit Party is to be a
party, when executed and delivered by such Credit Party, will constitute, a
legal, valid and binding obligation of Goodyear, such Borrower or such Credit
Party, as the case may be, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and



                                                                              35

subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.

                  SECTION 3.03. Governmental Approvals; No Conflicts. Except to
the extent that no Material Adverse Change would be materially likely to result,
the Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
are required to perfect Liens created under the Security Documents and such as
have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of Goodyear or any of the Subsidiaries or any order of
any Governmental Authority, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon Goodyear or any of the
Subsidiaries or any of their assets and (d) will not result in the creation or
imposition of any Lien on any asset of Goodyear or any of the Subsidiaries,
except Liens created under the Credit Documents.

                  SECTION 3.04. Financial Statements; No Material Adverse
Change. (a) The European J.V. has heretofore furnished to the Lenders its
consolidated balance sheet and statements of income, stockholders' equity and
cash flows as of and for the fiscal year ended December 31, 2002, reported on by
PricewaterhouseCoopers, independent public accountants. Goodyear has heretofore
furnished to the Lenders a draft in substantially final form of its consolidated
balance sheet and statements of income, stockholders' equity and cash flows as
of and for the fiscal year ended December 31, 2002. Such financial statements of
the European J.V. and Goodyear present fairly, in all material respects, the
consolidated financial position and consolidated results of operations and cash
flows of the European J.V. and its Consolidated Subsidiaries and Goodyear and
its Consolidated Subsidiaries, respectively, as of such dates and for such
fiscal year in accordance with GAAP.

                  (b) Except as disclosed in the Disclosure Documents, since
December 31, 2002, there has been no event or condition that constitutes or
would be materially likely to result in a Material Adverse Change, it being
agreed that a reduction in any rating relating to Goodyear issued by any rating
agency shall not, in and of itself, be an event or condition that constitutes or
would be materially likely to result in a Material Adverse Change (but that
events or conditions underlying or resulting from any such reduction may
constitute or be materially likely to result in a Material Adverse Change).

                  (c) Except as disclosed in the Disclosure Documents, since
December 31, 2002, there has been no event or condition that constitutes or
would be materially likely to result in a material adverse change in or effect
on the business, operations, properties, assets or financial condition
(including as a result of the effects of any contingent liabilities thereon) of
the European J.V. and the J.V. Subsidiaries, taken as a whole.

                  SECTION 3.05. Litigation and Environmental Matters. (a) Except
as set forth in the Disclosure Documents, there are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending or, to
the knowledge of Goodyear, threatened against or affecting Goodyear or any of
the Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination and that if adversely determined would be materially likely,
individually or in the aggregate, to result in a Material Adverse Change or (ii)
that involve the Credit Documents or the Transactions.

                  (b) Except as set forth in the Disclosure Documents, and
except with respect to matters that, individually or in the aggregate, would not
be materially likely to result in a Material



                                                                              36

Adverse Change, neither Goodyear nor any of the Subsidiaries (i) has failed to
comply with any Environmental Law or to obtain, maintain or comply with any
permit, license or other approval required under any Environmental Law, (ii) has
become subject to any Environmental Liability, (iii) has received notice of any
claim with respect to any Environmental Liability or (iv) knows of any basis for
any Environmental Liability.

                  SECTION 3.06. Compliance with Laws and Agreements. Each of
Goodyear and the Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to be in compliance, individually or in the aggregate,
would not be materially likely to result in a Material Adverse Change. No Event
of Default has occurred and is continuing.

                  SECTION 3.07. Investment and Holding Company Status. Neither
Goodyear nor any of the Subsidiaries is (a) an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940, as
amended, or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935, as amended.

                  SECTION 3.08. ERISA. Except as disclosed in the Disclosure
Documents, no ERISA Event has occurred or is reasonably expected to occur that,
when taken together with all other ERISA Events that have occurred or are
reasonably expected to occur, would be materially likely to result in a Material
Adverse Change.

                  SECTION 3.09. Disclosure. Neither the Information Memorandum
nor the reports, financial statements, certificates or other written information
referred to in Section 3.04 or delivered after the date hereof by or on behalf
of any Credit Party to the Administrative Agent, the Collateral Agent or any
Lender pursuant to Section 5.01 (taken together with all other information so
furnished and as modified or supplemented by other information so furnished)
contained or will contain, in each case as of the date delivered, any material
misstatement of fact or omitted or will omit to state in each case as of the
date delivered, any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information or other forward
looking information, Goodyear, the European J.V. and the other Borrowers
represent only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.

                  SECTION 3.10. Subsidiaries. Schedule 3.10 sets forth (a) the
name and jurisdiction of organization of, and the ownership interest of the
European J.V. and its Subsidiaries in, each J.V. Subsidiary, (b) the name and
jurisdiction of organization of, and the ownership interest of Luxembourg
Finance in, each subsidiary of Luxembourg Finance and (c) identifies each J.V.
Subsidiary or subsidiary of Luxembourg Finance that is a Principal European
Subsidiary or a J.V. Loan Party or both, in each case as of the Effective Date.
Each J.V. Subsidiary with consolidated assets greater than $10,000,000 as of
December 31, 2002, is set forth on Schedule 4.01(k).

                  SECTION 3.11. Security Interests. (a) The Security Agreements
executed and delivered on the Effective Date, together with (i) the actions
taken on the Effective Date pursuant to Section 4.01(m) and (ii) the actions
required to be taken after the Effective Date pursuant to the Post-Closing
Letter Agreement referred to in Section 13.17 of the Guarantee and Collateral
Agreement will, subject only to filings and similar actions that may be taken by
the Collateral Agent without the delivery of any further documents or the taking
of any further actions by any



                                                                              37

Credit Party, be effective under applicable law to create in favor of the
Collateral Agent for the benefit of the Secured Parties (or in favor of the
Secured Parties, as the case may be) a valid and enforceable security interest
in all the Applicable Assets of each Grantor (other than Consent Assets of the
J.V. Subsidiaries). The exclusion of the Consent Assets of the J.V. Subsidiaries
from the Collateral does not materially reduce the aggregate value of the
Collateral.

                  (b) None of the written information relating to the Collateral
delivered by or on behalf of any Credit Party to the Administrative Agent, the
Collateral Agent or any Lender pursuant to any provision of any Credit Document
is or will be incorrect when delivered in any respect material to the rights or
interests of the Lenders under the Credit Documents.

                  SECTION 3.12. Use of Proceeds. The proceeds of the Loans will
be used only for the purposes referred to in the preamble to this Agreement. No
part of the proceeds of any Loan will be used, whether directly or indirectly,
for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X.

                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01. Effective Date. This Agreement shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 9.02).

                  (a) The Administrative Agent (or its counsel) shall have
         received from Goodyear, each Borrower, the Administrative Agent, the
         Collateral Agent and the Lenders either (i) counterparts of this
         Agreement signed on behalf of each such party or (ii) written evidence
         satisfactory to the Administrative Agent (which may include telecopy
         transmission of a signed signature page of this Agreement) that each
         such party has signed a counterpart of this Agreement.

                  (b) The Administrative Agent shall have received favorable
         written opinions (addressed to the Administrative Agent, the Collateral
         Agent and the Lenders and dated the Effective Date) of (i) Covington &
         Burling, counsel for Goodyear, substantially in the form of Exhibit
         E-1, (ii) the General Counsel, the Associate General Counsel or an
         Assistant General Counsel of Goodyear, substantially in the form of
         Exhibit E-2, and (iii) each of the counsel set forth in Schedule
         4.01(b), in each case in a form satisfactory to the Administrative
         Agent, and, in the case of each opinion referred to in this paragraph
         (b), covering such other matters relating to the Credit Parties, the
         Credit Documents or the Transactions as the Administrative Agent or the
         Majority Lenders shall reasonably request.

                  (c) The Administrative Agent shall have received such
         documents and certificates as the Administrative Agent or its counsel
         may reasonably request relating to the organization, existence and good
         standing of each Credit Party, the authorization by the Credit Parties
         of the Transactions and any other legal matters relating to Goodyear,
         the Borrowers, the other Credit Parties, the Credit Documents or the
         Transactions, all in form and substance reasonably satisfactory to the
         Administrative Agent and its counsel.

                  (d) The Lenders shall have received the European J.V.'s
         consolidated statements of income, stockholders' equity and cash flows
         as of and for the fiscal year ended



                                                                              38

         December 31, 2002, reported on by PricewaterhouseCoopers, independent
         public accountants.

                  (e) The Lenders shall have received drafts in substantially
         final form of Goodyear's Annual Report on Form 10-K for the fiscal year
         ended December 31, 2002, containing Goodyear's consolidated balance
         sheet and statement of income, stockholders equity and cash flows as of
         the end of and for such fiscal year.

                  (f) The representations and warranties set forth in Article
         III shall be true and correct in all material respects on the Effective
         Date and the Administrative Agent shall have received a certificate
         signed by a Financial Officer of each of Goodyear and the European J.V.
         to that effect.

                  (g) Goodyear, the Borrowers and the other Credit Parties shall
         be in compliance with all the terms and provisions set forth herein and
         in the other Credit Documents in all material respects on their part to
         be observed or performed, and at the time of and immediately after the
         Effective Date, no Default shall have occurred and be continuing, and
         the Administrative Agent shall have received a certificate signed by a
         Financial Officer of each of Goodyear and the European J.V. to that
         effect.

                  (h) The Administrative Agent shall have received all fees and
         other amounts due and payable on or prior to the Effective Date,
         including, to the extent invoiced, reimbursement or payment of all
         out-of-pocket expenses required to be reimbursed or paid by the
         European J.V. or Goodyear hereunder.

                  (i) All loans and other amounts outstanding or accrued for the
         accounts of the lenders under the Existing Credit Agreements shall have
         been paid in full, and the lenders shall have no further commitments
         thereunder. The Convertible Term Loan Agreement dated as February 4,
         1998, between Goodyear and Banque Nationale de Paris S.A., Dublin
         Branch, as amended and in effect on the date hereof, shall have been
         terminated.

                  (j) The Administrative Agent shall have received from each
         Borrower, Luxembourg Finance, each Principal European Subsidiary (other
         than the Special Excluded Subsidiaries), Goodyear and each US
         Subsidiary Guarantor a counterpart of the Guarantee and Collateral
         Agreement duly executed and delivered on behalf of such Person.

                  (k) All outstanding Equity Interests of any J.V. Subsidiary
         directly owned by any Grantor at such time (other than Equity Interests
         in any Subsidiary with consolidated assets not greater than $10,000,000
         as of December 31, 2002), which J.V. Subsidiaries are set forth on
         Schedule 4.01(k), shall have been pledged or otherwise encumbered
         pursuant to Security Agreements to secure the Applicable Secured
         Obligations of such Grantor.

                  (l) All outstanding Equity Interests in Luxembourg Finance
         shall have been pledged or otherwise encumbered pursuant to a Security
         Agreement to secure the Applicable Secured Obligations of Goodyear.

                  (m) All Security Agreements referred to in the final closing
         checklist distributed by counsel for the Agents prior to the execution
         of this Agreement shall have been executed and delivered, all other
         actions referred to in such closing checklist shall have



                                                                              39

         been taken, and the Collateral Agent shall have received all documents
         referred to in such closing checklist.

The Collateral Agent may enter into agreements with the European J.V. to grant
extensions of time for the creation or perfection of security interests in or
the obtaining of legal opinions or other documents with respect to particular
assets (including extensions beyond the Effective Date for the creation and
perfection of security interests in the assets of the Grantors on such date)
where it determines that creation or perfection cannot be accomplished without
undue effort or expense by the time or times at which it would otherwise be
required by this Agreement or the Security Documents. The Loans made, the
application of the proceeds thereof and the termination of existing Indebtedness
on the Effective Date shall be deemed to occur simultaneously.

The Administrative Agent shall notify the European J.V. and the Lenders of the
Effective Date in writing, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions
shall have been satisfied (or waived pursuant to Section 9.02) at or prior to
5:00 p.m., New York City time, on April 1, 2003 (and, in the event such
conditions are not so satisfied or waived, the Commitments shall terminate at
such time).

                  SECTION 4.02. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing (other than a conversion or
continuation of an outstanding Borrowing), shall be subject to the satisfaction
of the following conditions:

                  (a) The representations and warranties of Goodyear, the
         European J.V. and each other Borrower set forth in this Agreement and
         in the other Credit Documents (insofar as they relate to the
         transactions provided for herein or to the Collateral securing the
         Obligations) shall be true and correct in all respects material to the
         rights or interests of the Lenders under the Credit Documents on and as
         of the date of such Borrowing with the same effect as though made on
         and as of such date, except to the extent such representations and
         warranties expressly relate to an earlier date and except for those
         representations and warranties set forth in clauses (b) and (c) of
         Section 3.04 and in Sections 3.05 and 3.08.

                  (b) At the time of and immediately after giving effect to such
         Borrowing no Event of Default shall have occurred and be continuing and
         no breach of the delivery requirements of Section 5.01(a) or (b) shall
         have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
Goodyear, the European J.V. and each other Borrower on the date thereof as to
the matters specified in paragraphs (a) and (b) of this Section.

                                   ARTICLE V

                              Affirmative Covenants

                  Until the Commitments shall have expired or been terminated
and the principal of and interest on each Loan and all fees payable hereunder
shall have been paid in full, each of Goodyear and the European J.V. and each
other Borrower covenants and agrees with the Lenders that:



                                                                              40

                  SECTION 5.01. Financial Statements and Other Information. Each
of Goodyear and the European J.V. will furnish to the Administrative Agent and
each Lender:

                  (a) as soon as available and in any event within 110 days
         after the end of each fiscal year, its audited consolidated balance
         sheet and related statements of income, stockholders' equity and cash
         flows as of the end of and for such year, setting forth in each case in
         comparative form the figures for the previous fiscal year, all reported
         on by PricewaterhouseCoopers or other independent public accountants of
         recognized international standing (without any qualification or
         exception as to the scope of such audit) to the effect that such
         consolidated financial statements present fairly in all material
         respects the financial condition and results of operations of Goodyear
         and its Consolidated Subsidiaries or of the European J.V. and its
         Consolidated Subsidiaries, as the case may be, in accordance with GAAP;

                  (b) as soon as available and in any event within 60 days after
         the end of each of the first three fiscal quarters of each fiscal year,
         its consolidated balance sheet and related statements of income,
         stockholders' equity and cash flows as of the end of and for such
         fiscal quarter and the then elapsed portion of the fiscal year, setting
         forth in each case in comparative form the figures for the
         corresponding period or periods of (or, in the case of the balance
         sheet, as of the end of) the previous fiscal year, all certified by one
         of its Financial Officers as presenting fairly in all material respects
         the financial condition and results of operations of Goodyear and its
         Consolidated Subsidiaries or the European J.V. and its consolidated
         J.V. Subsidiaries, as the case may be, on a consolidated basis in
         accordance with GAAP, subject to normal year-end audit adjustments and
         the absence of footnotes;

                  (c) at the time of each delivery of financial statements under
         clause (a) or (b) above, a certificate of a Financial Officer of
         Goodyear or the European J.V., as the case may be, (i) certifying as to
         whether a Default has occurred and, if a Default has occurred,
         specifying the details thereof and any action taken or proposed to be
         taken with respect thereto, (ii) demonstrating compliance with Sections
         6.09, 6.10, 6.11 and 6.12 at the end of the period to which such
         financial statements relate and for each applicable period then ended,
         and (iii) stating whether any change in GAAP or in the application
         thereof has occurred since the date of the most recent audited
         financial statements delivered under clause (a) above (or, prior to the
         delivery of any such financial statements, since December 31, 2002)
         and, if any such change has occurred, specifying the effect of such
         change on the financial statements accompanying such certificate;

                  (d) in the case of Goodyear, promptly after the same become
         publicly available, copies of all periodic and other reports, proxy
         statements and other materials filed by Goodyear or any Subsidiary with
         the United States Securities and Exchange Commission, or any
         Governmental Authority succeeding to any or all of the functions of
         said Commission, or with any national securities exchange, or
         distributed by Goodyear to its shareholders generally, as the case may
         be;

                  (e) at the time of each delivery of financial statements under
         clause (a) or (b) above, and at such other times as Goodyear may
         determine, a certificate of a Financial Officer of Goodyear identifying
         each US Subsidiary, each J.V. Subsidiary and each subsidiary of
         Luxembourg Finance formed or acquired after the Effective Date and not
         previously identified in a certificate delivered pursuant to this
         paragraph, stating (i) whether each such US Subsidiary is a Consent
         Subsidiary and describing the factors that



                                                                              41

         shall have led to the identification of any such US Subsidiary as a
         Consent Subsidiary, (ii) whether each such J.V. Subsidiary is a
         Principal European Subsidiary and, if so, whether such Principal
         European Subsidiary is a Consent Subsidiary and describing the factors
         that shall have led to the identification of any such Principal
         European Subsidiary as a Consent Subsidiary and (iii) whether each
         subsidiary of Luxembourg Finance is a Principal European Subsidiary
         and, if so, whether such Principal European Subsidiary is a Consent
         Subsidiary and describing the factors that shall have led to the
         identification of any such Principal European Subsidiary as a Consent
         Subsidiary;

                  (f) from time to time, all information and documentation
         required to be delivered under Section 4.04 of the Guarantee and
         Collateral Agreement or any provision of any Security Agreement and
         each year, at the time of delivery of annual financial statements under
         Section 5.01(a), a certificate executed on behalf of the European J.V.
         by a Financial Officer and the chief legal officer of the European J.V.
         setting forth information sufficient to enable the Lenders to determine
         whether the requirements of Section 5.08 have been met at such time;

                  (g) at the time of each delivery of financial statements under
         clause (a) or (b) above, a certificate of a Financial Officer each of
         Goodyear and the European J.V. certifying that the requirements of
         Section 5.08 have been satisfied in all material respects;

                  (h) promptly upon becoming available, quarterly and annual
         financial statements for GDTG prepared in the ordinary course of
         business; and

                  (i) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of Goodyear, the European J.V. or any other Subsidiary, or
         compliance with the terms of this Agreement, or the perfection of the
         security interests created by the Security Documents, as the
         Administrative Agent or any Lender may reasonably request.

Information required to be delivered pursuant to this Section 5.01 shall be
deemed to have been delivered if such information, or one or more annual or
quarterly reports containing such information, shall have been posted by the
Administrative Agent on an IntraLinks or similar site to which the Lenders have
been granted access or shall be available on the website of the Securities and
Exchange Commission at http://www.sec.gov; provided that Goodyear shall deliver
paper copies of such information to any Lender that requests such delivery.
Information required to be delivered pursuant to this Section 5.01 may also be
delivered by electronic communications pursuant to procedures approved by the
Administrative Agent.

                  SECTION 5.02. Notices of Defaults. Goodyear will furnish to
the Administrative Agent and each Lender prompt written notice of the occurrence
of any Default, together with a statement of a Financial Officer or other
executive officer of Goodyear setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken
with respect thereto.

                  SECTION 5.03. Existence; Conduct of Business. Each of Goodyear
and the European J.V. and each other Borrower will, and will cause each of its
respective Subsidiaries to, do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
its business, except to the extent that failures to keep in effect such rights,
licenses, permits,



                                                                              42

privileges and franchises would not be materially likely, individually or in the
aggregate for all such failures, to result in a Material Adverse Change;
provided that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 6.04.

                  SECTION 5.04. Maintenance of Properties. Each of Goodyear and
the European J.V. and each other Borrower will, and will cause each of its
respective Subsidiaries to, keep and maintain all its property in good working
order and condition, ordinary wear and tear excepted, except to the extent any
failure to do so would not, individually or in the aggregate, be materially
likely to result in a Material Adverse Change (it being understood that the
foregoing shall not prohibit any sale of any assets permitted by Section 6.06).

                  SECTION 5.05. Books and Records; Inspection and Audit Rights.
Each of Goodyear and the European J.V. and each other Borrower will, and will
cause each of its respective Subsidiaries to, keep proper books of record and
account sufficient to enable each of Goodyear and the European J.V. to prepare
the financial statements and other information required to be delivered under
Section 5.01. Each of Goodyear, and the European J.V. and each other Borrower
will, and will cause each of its respective Subsidiaries to, permit any
representatives designated by the Administrative Agent (or by any Lender acting
through the Administrative Agent), upon reasonable prior notice, to visit and
inspect its properties (accompanied by a representative of Goodyear or the
European J.V.) and to discuss its affairs, finances and condition with its
officers, all at such reasonable times and as often as reasonably requested.

                  SECTION 5.06. Compliance with Laws. Each of Goodyear and the
European J.V. and each other Borrower will, and will cause each of its
respective Subsidiaries to, comply with all laws, including Environmental Laws,
rules, regulations and orders of any Governmental Authority applicable to it or
its property, except where the failure to do so, individually or in the
aggregate, would not be materially likely to result in a Material Adverse
Change.

                  SECTION 5.07. Insurance. Each of Goodyear and the European
J.V. and each other Borrower will, and will cause each of its respective
Subsidiaries to, maintain, with financially sound and reputable insurance
companies, insurance in such amounts and against such risks as are customary
among companies of established reputation engaged in the same or similar
businesses and operating in the same or similar locations, except to the extent
the failure to do so would not be materially likely to result in a Material
Adverse Change. Goodyear will furnish to the Administrative Agent or any Lender,
upon request, information in reasonable detail as to the insurance so
maintained.

                  SECTION 5.08. Guarantees and Collateral. (a) In the event that
there shall at any time exist any Principal European Subsidiary (other than a
Consent Subsidiary) or any US Subsidiary (other than an Excluded Subsidiary or
Consent Subsidiary) that shall not be a party to the Guarantee and Collateral
Agreement, Goodyear will promptly notify the Collateral Agent and will, within
30 days (or such longer period as may be reasonable under the circumstances)
after such notification, deliver to the Collateral Agent such information as the
Collateral Agent shall have reasonably requested and a supplement to the
Guarantee and Collateral Agreement, in substantially the form specified therein,
duly executed and delivered on behalf of such Principal European Subsidiary or
US Subsidiary, as the case may be, pursuant to which such Principal European
Subsidiary or such US Subsidiary, as the case may be, will become a party to the
Guarantee and Collateral Agreement and, in the case of a Principal European
Subsidiary, a European Facilities Guarantor and European Facilities Grantor, or
in the case of such US Subsidiary, a US Guarantor, in each case as defined in
the Guarantee and Collateral Agreement;



                                                                              43

provided that if a Financial Officer of Goodyear shall have delivered a
certificate to the Administrative Agent certifying that Goodyear has determined
(i) based upon the advice of French counsel, that the corporate benefit
principles or other applicable law of the Republic of France would prohibit any
Principal European Subsidiary organized under the laws of the Republic of France
from duly authorizing a Guarantee of any of the Obligations, or (ii) based upon
the advice of German counsel, that the applicable law of Germany would prohibit
any Principal European Subsidiary formed or acquired after the Effective Date
and organized under the laws of the Germany from duly authorizing a Guarantee of
any of the Obligations, such Principal European Subsidiary shall not be required
to become a party to the Guarantee and Collateral Agreement. Notwithstanding the
foregoing, no Subsidiary will be required to take any action pursuant to this
paragraph (a) if (i) such Subsidiary shall have received an opinion of counsel
in the applicable jurisdiction that, under circumstances referred to in such
opinion, such action would subject its officers or directors to a material risk
of personal liability and (ii) there shall be a material risk that the
circumstances referred to in such opinion will occur.

                  (b) In the event that any Grantor shall at any time directly
own any Equity Interests of any J.V. Subsidiary or any subsidiary of Luxembourg
Finance (in each case other than (i) Equity Interests in any Subsidiary with
consolidated assets not greater than $10,000,000 as of December 31, 2002, or if
later, as of the end of the most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 5.01(a) or (b), (ii) Equity
Interests in any Special Excluded Subsidiary or Consent Subsidiary and (iii)
Equity Interests already pledged in accordance with this paragraph or Section
4.01), Goodyear will promptly notify the Collateral Agent and will, within 30
days (or such longer period as may be reasonable under the circumstances) after
such notification, cause such Equity Interests to be pledged under a Security
Agreement and, to the extent that the Collateral Agent determines that
possession of any certificates representing any such Equity Interests would
provide any benefit in respect of priority or otherwise under applicable law and
requests delivery, cause to be delivered to the Collateral Agent any
certificates representing such Equity Interests, together with undated stock
powers or other instruments of transfer with respect thereto endorsed in blank;
provided, that no Grantor shall be required to pledge any Equity Interests in
any Subsidiary organized under the laws of a jurisdiction other than the Federal
Republic of Germany, the Netherlands, Luxembourg, the Republic of France, the
United Kingdom or the Republic of Slovenia if a Financial Officer of Goodyear
shall have delivered a certificate to the Administrative Agent certifying that
Goodyear has determined, on the basis of reasonable inquiries in the
jurisdiction of such Person, that such pledge would affect materially and
adversely the ability of such Person to conduct its business in such
jurisdiction. In the event that SAVA shall at any time become a Wholly Owned
J.V. Subsidiary, or the provisions in its organizing documents or joint venture
agreement prohibiting such pledge shall cease to be in effect, all the Equity
Interests in SAVA held by the European J.V. or any of the J.V. Subsidiaries
shall be pledged under a Security Agreement pursuant to the requirements of this
Section.

                  (c) In the event that any Grantor shall at any time own any
Applicable Assets (other than Consent Assets and Applicable Assets already
pledged, mortgaged or otherwise encumbered pursuant to any Security Agreement)
consisting of real property with a book value of $10,000,000 or more, the
European J.V. will promptly notify the Collateral Agent and will, within 30 days
(or such longer period as may be reasonable under the circumstances) after such
notification, cause such Applicable Assets to be mortgaged or otherwise
encumbered pursuant to one or more Security Agreements reasonably acceptable to
the Collateral Agent and such Grantor to secure the Applicable Secured
Obligations of such Grantor. In the event that, at the end of any fiscal
quarter, the Grantors, taken together, shall own any Applicable Assets (other
than Consent Assets, Equity Interests in Subsidiaries and Applicable Assets
already pledged, mortgaged or



                                                                              44

otherwise encumbered pursuant to any Security Agreement) with an aggregate book
value greater than $50,000,000 that shall not have been pledged, mortgaged or
otherwise encumbered pursuant to the Security Agreements, the European J.V.
will, promptly after the delivery of financial statements under Section 5.01(a)
or (b) with respect to such fiscal quarter, notify the Collateral Agent and
will, within 30 days, (or such longer period as may be reasonable under the
circumstances) after such notification, cause such Applicable Assets (other than
assets that in the aggregate are not material) to be pledged, mortgaged or
otherwise encumbered by the Grantors pursuant to one or more Security Agreements
reasonably acceptable to the Collateral Agent and each applicable Grantor to
secure the Applicable Secured Obligations of the respective Grantors; provided,
that if a Financial Officer of Goodyear shall have delivered a certificate to
the Administrative Agent certifying that Goodyear has determined (i) based upon
the advice of French counsel, that the corporate benefit principles or other
applicable law of the Republic of France would prohibit any Principal European
Subsidiary organized under the laws of the Republic of France from duly
authorizing the creation or perfection of any such security interest, or (ii)
based upon the advice of German counsel, that the applicable law of Germany
would prohibit any Principal European Subsidiary formed or acquired after the
Effective Date and organized under the laws of the Germany from duly authorizing
the creation or perfection of any such security interest, such Principal
European Subsidiary shall not be required to create or perfect such security
interest. Notwithstanding the foregoing, no Grantor will be required to take any
action pursuant to this paragraph (c) if (i) such Grantor shall have received an
opinion of counsel in the applicable jurisdiction that, under circumstances
referred to in such opinion, such action would subject its officers or directors
to a material risk of personal liability and (ii) there shall be a material risk
that the circumstances referred to in such opinion will occur.

                  (d) Goodyear, the European J.V. and each other Borrower will,
and will cause each of their respective Subsidiaries to, execute any and all
further documents, financing statements, agreements and instruments, and take
all such further actions, as may be reasonably requested by the Collateral Agent
in order to cause the security interests purported to be created by the Security
Documents or required to be created under the terms of this Agreement to
constitute valid security interests, perfected in accordance with this
Agreement.

                  (e) During the period of 45 days after the Effective Date,
Goodyear will endeavor in good faith to obtain any consents of third parties
required in order for each US Subsidiary listed on Part II of Schedule 1.01A
that has consolidated assets in excess of $10,000,000 as of December 31, 2002,
or if later, as of the end of the most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 5.01(a) or (b) to execute the
Guarantee and Collateral Agreement as a US Subsidiary Guarantor and perform its
obligations thereunder and shall advise the Collateral Agent in writing whether
such consents have been obtained, and if such consents have been obtained, will
cause such US Subsidiary to execute the Guarantee and Collateral Agreement as
provided in paragraph (a).

                                   ARTICLE VI

                               Negative Covenants

                  Until the Commitments shall have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, each of Goodyear and the European J.V. and each other
Borrower covenants and agrees with the Lenders that:



                                                                              45

                  SECTION 6.01. Indebtedness and Preferred Equity Interests.
Each of Goodyear and the European J.V. and each other Borrower will not, and
will not permit any of its respective Consolidated Subsidiaries to, create,
incur, assume or permit to exist any Indebtedness, or issue any preferred stock
or other preferred Equity Interests, except:

                  (a) Indebtedness under this Agreement (and related
         Indebtedness under the Security Documents);

                  (b) Indebtedness under the other New Facilities Credit
         Agreements (and related Indebtedness under the Security Documents) in
         an amount for each New Facilities Credit Agreement not greater than the
         aggregate amount of the outstanding loans and unfunded commitments of
         the lenders thereunder on the Effective Date, and additional
         Indebtedness that may be incurred under the ABL Facilities that does
         not result in the aggregate principal amount of Indebtedness under the
         ABL Facilities exceeding $1,600,000,000;

                  (c) other Indebtedness existing (or incurred pursuant to
         commitments to lend existing) on March 31, 2003, substantially all of
         which is set forth or described in Schedule 6.01 (as such Schedule 6.01
         shall be modified in connection with the delivery of financial
         statements in respect of the fiscal period ended on March 31, 2003);

                  (d) Indebtedness owed to Goodyear or any Subsidiary and
         permitted under Section 6.05(b);

                  (e) Guarantees expressly permitted under Section 6.05;

                  (f) Indebtedness of Foreign Subsidiaries (other than the
         European J.V. and the J.V. Subsidiaries and Luxembourg Finance (it
         being understood that Indebtedness of Goodyear S.A., organized under
         the laws of Luxembourg, existing on the date hereof shall be counted
         against the limitation set forth in this Section 6.01(f) from and after
         the date on which it becomes secured)) in an aggregate principal amount
         (excluding Indebtedness existing or incurred under the other clauses of
         this Section 6.01 and under Section 6.05(b)) not greater than
         $200,000,000 outstanding at any time;

                  (g) Securitization Transactions (other than those permitted by
         Sections 6.01(j) and (l)) in an aggregate amount not greater than
         $275,000,000 outstanding at any time;

                  (h) Indebtedness of Goodyear or any Subsidiary incurred to
         finance the acquisition, construction or improvement of any fixed or
         capital assets, including Capital Lease Obligations and any
         Indebtedness assumed in connection with the acquisition of any such
         assets or secured by a Lien on any such assets prior to the acquisition
         thereof; provided that such Indebtedness is incurred prior to or within
         180 days after such acquisition or the completion of such construction
         or improvement;

                  (i) Attributable Debt of Goodyear or any Subsidiary incurred
         pursuant to Sale and Leaseback Transactions permitted by Section 6.03;

                  (j) Indebtedness of any Person that becomes a Subsidiary after
         the date hereof as a result of a transaction expressly permitted under
         Section 6.05(e); provided that such Indebtedness exists at the time
         such Person becomes a Subsidiary and is not created in contemplation of
         or in connection with such Person becoming a Subsidiary;



                                                                              46

                  (k) obligations of Goodyear and the Subsidiaries existing on
         the date hereof (other than Guarantees, Securitization Transactions and
         Sale and Leaseback Transactions) that would not constitute Indebtedness
         that would appear as liabilities on a consolidated balance sheet of
         Goodyear under GAAP as in effect on the date hereof and that, as a
         result of changes in GAAP after the date hereof, shall be required to
         be reflected on such a balance sheet as liabilities;

                  (l) Indebtedness of any Subsidiary that is not a Consolidated
         Subsidiary of Goodyear or the European J.V. under GAAP as in effect on
         the date hereof (and in the event that any such Subsidiary shall become
         a Consolidated Subsidiary of Goodyear or the European J.V.,
         Indebtedness of such Subsidiary existing at the time it becomes such a
         Consolidated Subsidiary);

                  (m) any extension, renewal, refinancing or replacement of any
         Indebtedness referred to in any of clauses (a) through (l) above that
         does not increase the outstanding principal amount thereof (except to
         the extent necessary to pay the fees, expenses, underwriting discounts
         and prepayment premiums in connection therewith) or change the parties
         directly or indirectly responsible for the payment of such
         Indebtedness; provided that (i) any such refinancing or replacement
         Indebtedness shall not shorten the maturity of the Indebtedness
         refinanced or replaced or add a requirement not previously applicable
         to the Indebtedness refinanced or replaced that such Indebtedness be
         prepaid, redeemed, repurchased or defeased on one or more scheduled
         dates or upon the happening of one or more events (other than events of
         default or change of control events) before the maturity of the
         Indebtedness being refinanced or replaced and (ii) any such refinancing
         or replacement of Indebtedness under any revolving credit or similar
         facility shall be accompanied by the termination of the portion of the
         commitments under such facility under which such refinanced or replaced
         Indebtedness shall have been outstanding;

                  (n) Indebtedness arising from the honoring of a check, draft
         or similar instrument presented by Goodyear or a Subsidiary against
         insufficient funds;

                  (o) Indebtedness pursuant to any Swap Agreement entered into
         to hedge against risks to which the businesses of Goodyear and the
         Subsidiaries are exposed, and not for speculative purposes;

                  (p) unsecured surety and performance bonds entered into in the
         ordinary course of business and not securing Indebtedness; and

                  (q) other unsecured Indebtedness for borrowed money of
         Goodyear, or preferred Equity Interests of Goodyear ("Permitted
         Preferred Stock"), or any combination thereof, not maturing or required
         to be prepaid, redeemed, repurchased or defeased prior to the Maturity
         Date, whether on one or more scheduled dates or upon the happening of
         one or more events (other than events of default (or similar events
         relating to Equity Interests) or change of control events), and any
         Guarantee of such Indebtedness provided by any Subsidiary that is a US
         Guarantor under the Guarantee and Collateral Agreement that is
         subordinated to the Obligations on terms in no material respect less
         favorable to the Lenders than market terms prevailing at the time such
         Guarantee is issued; provided that the aggregate principal or stated
         amount of such Indebtedness (or of the Indebtedness it Guarantees) or
         preferred Equity Interests created or assumed pursuant to this clause
         (q) and outstanding at any time, without duplication, shall not exceed
         $1,000,000,000; provided further, that for purposes of this paragraph,
         any trust preferred



                                                                              47

         stock or similar preferred Equity Interest issued by a special purpose
         entity substantially all the assets of which consist of Indebtedness or
         preferred Equity Interests of Goodyear will be deemed to be a preferred
         Equity Interest of Goodyear;

                  (r) a Securitization Transaction in an aggregate amount not
         greater than $15,000,000 outstanding at any time involving accounts
         receivable, rights to future lease payments or residuals or other
         financial assets, and related property of Goodyear Australia Pty
         Limited; and

                  (s) other Indebtedness in an aggregate amount at any time
         outstanding not in excess of $25,000,000.

                  SECTION 6.02. Liens. Each of Goodyear and the European J.V.
and each other Borrower will not, and will not permit any of its respective
Consolidated Subsidiaries to, create, incur, assume or permit to exist any Lien
on any property or asset now owned or hereafter acquired by it, or assign or
sell any income or revenues (including accounts receivable) or rights in respect
of any thereof (other than sales of delinquent receivables and sales of
receivables in the ordinary course of business (other than Securitization
Transactions and factoring transactions) for the purpose of accelerating
collection of such receivables), except:

                  (a) Liens created under the New Facility Documents;

                  (b) Permitted Encumbrances;

                  (c) any Lien on any property or asset of Goodyear or any
         Subsidiary existing on the Effective Date and set forth in Schedule
         6.02; provided that (i) such Lien shall not apply to any other property
         or asset of Goodyear or any Subsidiary and (ii) such Lien shall secure
         only those obligations which it secures on the date hereof and
         extensions, renewals and replacements thereof that do not increase the
         outstanding principal amount thereof;

                  (d) any Lien existing on any property or asset prior to the
         acquisition thereof by Goodyear or any Subsidiary or existing on any
         property or asset of any Person that becomes a Subsidiary after the
         date hereof prior to the time such Person becomes a Subsidiary;
         provided that (i) such Lien secures Indebtedness permitted by clause
         (h) or (j) of Section 6.01, (ii) such Lien is not created in
         contemplation of or in connection with such acquisition or such Person
         becoming a Subsidiary, as the case may be, (iii) such Lien shall not
         apply to any other property or assets of Goodyear or any Subsidiary and
         (iv) such Lien shall secure only those obligations which it secures on
         the date of such acquisition or the date such Person becomes a
         Subsidiary, as the case may be, and extensions, renewals and
         replacements thereof that do not increase the outstanding principal
         amount thereof;

                  (e) Liens on assets acquired, constructed or improved by
         Goodyear or any Subsidiary; provided that (i) such Liens secure
         Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such
         Liens and the Indebtedness secured thereby are incurred prior to or
         within 180 days after such acquisition or the completion of such
         construction or improvement, (iii) the Indebtedness secured thereby
         does not exceed the cost of acquiring, constructing or improving such
         assets and (iv) such Liens shall not apply to any other property or
         assets of Goodyear or any Subsidiary;



                                                                              48

                  (f) Liens on assets of Foreign Subsidiaries (other than the
         European J.V. and the J.V. Subsidiaries and Luxembourg Finance)
         securing Indebtedness incurred under Section 6.01(f);

                  (g) In connection with Securitization Transactions permitted
         under Section 6.01(g) and (r);

                  (h) Liens in connection with Sale and Leaseback Transactions
         permitted by Section 6.03;

                  (i) Liens on specific items of inventory or other goods (and
         proceeds thereof) securing obligations in respect of bankers'
         acceptances issued for the account of Goodyear or a Subsidiary to
         facilitate the purchase, shipment or storage of such items of inventory
         or other goods;

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

                  (k) any interest of a lessor in property subject to an
         operating lease;

                  (l) Liens referred to in policies of title insurance with
         respect to Mortgaged Property (as defined in the US Revolving Facility
         Agreement) delivered to the Administrative Agent prior to the Effective
         Date; and

                  (m) other Liens on assets not constituting Collateral;
         provided that the aggregate amount of the Indebtedness and other
         obligations secured by such Liens shall at no time exceed $25,000,000.

                  SECTION 6.03. Sale and Leaseback Transactions. Each of
Goodyear and the European J.V. and each other Borrower will not, and will not
permit any of its respective Consolidated Subsidiaries to, enter into or be
party to any Sale and Leaseback Transaction other than (a) Sale and Leaseback
Transactions existing on the date hereof and any replacement Sale and Leaseback
Transactions that do not involve assets other than those subject to the Sale and
Leaseback Transactions they replace and do not increase the Attributable Debt
related thereto and (b) other Sale and Leaseback Transactions the aggregate
outstanding Attributable Debt in respect of which does not exceed $100,000,000;
provided that the aggregate outstanding Attributable Debt in respect of Sale and
Leaseback Transactions of the European J.V. and the J.V. Subsidiaries pursuant
to the foregoing clause (b) shall not exceed $50,000,000.

                  SECTION 6.04. Fundamental Changes. (a) Each of Goodyear and
the European J.V. and each other Borrower will not, and will not permit any of
its respective Consolidated Subsidiaries to, merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it,
or sell, transfer, lease or otherwise dispose of (in one transaction or in a
series of transactions) assets (including capital stock of Subsidiaries)
constituting all or substantially all the assets of Goodyear and its
Consolidated Subsidiaries, taken as a whole, or all or substantially all the
assets of the European J.V. and its Consolidated Subsidiaries, taken as a whole,
or, in the case of Goodyear or any Borrower, liquidate or dissolve, except that,
if at the time thereof and immediately after giving effect thereto no Default
shall have occurred and be continuing (i) any Subsidiary that is not a J.V. Loan
Party may merge into



                                                                              49

Goodyear in a transaction in which Goodyear is the surviving corporation, (ii)
any Subsidiary may merge into any other Subsidiary in a transaction in which the
surviving entity is a Subsidiary; except that (A) no US Subsidiary may merge
into a Foreign Subsidiary, (B) neither the European J.V. nor any J.V. Subsidiary
may merge into a Subsidiary that is not the European J.V. or a J.V. Subsidiary
(other than a merger of a J.V. Subsidiary into a Subsidiary that will become a
J.V. Subsidiary upon the consummation of such merger) and (C) no J.V. Loan Party
merge into a Subsidiary that is not a J.V. Loan Party (other than a Subsidiary
that will become a J.V. Loan Party upon the consummation of such merger), (iii)
any sale of a Subsidiary made in accordance with Section 6.06 may be effected by
a merger of such Subsidiary and (iv) any Subsidiary may sell, transfer, lease or
otherwise dispose of its assets to Goodyear or to another Subsidiary; provided
that any Investment that takes the form of a merger or consolidation (other than
any merger or consolidation involving Goodyear) expressly permitted by Section
6.05 shall be permitted to this Section 6.04.

                  SECTION 6.05. Investments, Loans, Advances and Guarantees.
Each of Goodyear and the European J.V. and each other Borrower will not, and
will not permit any of its respective Consolidated Subsidiaries to, purchase or
acquire (including pursuant to any merger with any Person that was not a Wholly
Owned Subsidiary prior to such merger) any capital stock, evidences of
Indebtedness or securities (including any option, warrant or other right to
acquire any of the foregoing) of, make any loans or advances to, make any
Guarantee of any obligations of, or make any investment in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit (each of the
foregoing, an "Investment" in such Person), except:

                  (a) Permitted Investments;

                  (b) Investments by Goodyear and the Subsidiaries in
         Subsidiaries; provided that no Investment shall made by any Credit
         Party in a Subsidiary that is not a Credit Party or by a J.V. Loan
         Party in a Subsidiary that is not a J.V. Loan Party pursuant to this
         clause (b) except Investments (A) to fund working capital needs of such
         Subsidiary, (B) to replace amounts available under credit facilities or
         other financings of such Subsidiary existing on the date hereof that
         shall have matured or shall have been terminated or reduced, (C) to
         cover losses from operations of such Subsidiary and (D) to provide
         funds for Capital Expenditures or acquisitions permitted to be made by
         such Subsidiary; provided further, that Equity Interests in the
         European J.V. or any J.V. Subsidiary may not be transferred to any
         Subsidiary that is not the European J.V. or a J.V. Subsidiary;

                  (c) any Investment by a Credit Party in a Consolidated
         Subsidiary that is not a Credit Party in the form of a transfer of
         assets used in or directly relating to any manufacturing process (but
         excluding any cash or financial asset) from a jurisdiction having
         higher manufacturing costs to a jurisdiction having lower manufacturing
         costs; provided that (i) the aggregate book value of all assets subject
         to all such transfers from and after the Effective Date shall not
         exceed $250,000,000 and (ii) the aggregate book value of all assets of
         the European J.V. and the J.V. Subsidiaries subject to all such
         transfers from and after the Effective Date shall not exceed
         $100,000,000; and any Investment by Goodyear Dunlop Tires NA in a
         Consolidated Subsidiary;

                  (d) Guarantees expressly permitted under Section 6.01;

                  (e) on or after June 30, 2003, the acquisition of any Equity
         Interest; provided that the aggregate consideration paid by Goodyear
         and the Subsidiaries in all such



                                                                              50

         acquisitions (including Indebtedness assumed by Goodyear or any
         Subsidiary) shall not exceed $100,000,000 plus the aggregate Net Cash
         Proceeds from New Facilities Prepayment Events after the date hereof
         that (A) shall not have been required to be applied to prepay loans
         under any of the New Facilities Credit Agreements and (B) shall not
         have been used to make Capital Expenditures that would otherwise have
         been prohibited by Section 6.09;

                  (f) Guarantees not permitted by any other clause of this
         Section 6.05 incurred in the ordinary course of business and consistent
         with past practices in an aggregate amount for all such Guarantees at
         any time outstanding not exceeding $50,000,000; provided that the
         aggregate amount of all such Guarantees by the European J.V. and the
         J.V. Subsidiaries shall not exceed $25,000,000 at any time outstanding;

                  (g) Investments received in connection with the bankruptcy or
         reorganization of, or settlement of delinquent accounts and disputes
         with, customers and suppliers, in each case in the ordinary course of
         business;

                  (h) Investments for consideration consisting solely of common
         stock of Goodyear;

                  (i) Equity Interests and debt obligations obtained by Goodyear
         or any Subsidiary as consideration for any asset sale permitted under
         Section 6.06;

                  (j) Investments in Persons in which Goodyear or any Subsidiary
         has an Equity Interest on the date hereof, including Wingfoot
         Commercial Tire Systems LLC, SAVA and South Pacific Tyres, that are (i)
         required to be made as a result of the exercise by other holders of
         Equity Interests in such joint ventures of put options or (ii) required
         to avoid dilution of Goodyear's or such Subsidiary's percentage
         ownership interest therein and in an aggregate amount not greater than
         $200,000,000 during the term of this Agreement; provided that (A) the
         aggregate amount of all such Investments by the European J.V. and the
         J.V. Subsidiaries shall not exceed $25,000,000 and (B) each such
         Investment by the European J.V. or any J.V. Subsidiary shall be in a
         J.V. Subsidiary;

                  (k) Investments that are included in Capital Expenditures for
         the respective periods during which such Investments are made and are
         permitted under Section 6.09;

                  (l) the purchase of Equity Interests in Sava Joint Venture
         Holding d.o.o.;

                  (m) loans and advances to officers and employees of Goodyear
         and its Subsidiaries in the ordinary course of business;

                  (n) Investments in prepaid expenses in the ordinary course of
         business or in respect of required pension fund contributions;

                  (o) negotiable instruments held for collection and lease,
         utility, workers' compensation, performance and other similar deposits
         in the ordinary course of business;

                  (p) Investments in any Subsidiary that engages in no
         activities other than those related to a Securitization Transaction in
         order to capitalize such Subsidiary at a level customary for a
         securitization vehicle in such a transaction; and



                                                                              51

                  (q) Investments constituting loans or advances by the European
         J.V. or any J.V. Subsidiary to Goodyear or any of its Subsidiaries
         (other than the European J.V., the J.V. Subsidiaries and Luxembourg
         Finance) as part of cash management consistent with past practices in
         an aggregate amount for all such Investments at any time outstanding
         not exceeding $75,000,000, other than Investments the proceeds of which
         are used (i) to repay loans under the US Term Facility Agreement or
         (ii) if there are no outstanding loans under the US Term Facility
         Agreement, to reduce commitments under the US Revolving Facility in an
         amount equal to the amount of such Investments;

                  (r) Investments of the proceeds of any Securitization
         Transaction under Section 6.01(r) in South Pacific Tyres; and

                  (s) Investments not permitted by any other clause of this
         Section in an aggregate amount at any time outstanding not greater than
         $25,000,000;

                  SECTION 6.06. Asset Dispositions. Each of Goodyear and the
European J.V. and each other Borrower will not, and will not permit any of its
respective Consolidated Subsidiaries to, sell, transfer, lease or otherwise
dispose (each, a "Sale") of any asset, including any Equity Interest, owned by
it, nor will Goodyear or the European J.V. or any other Borrower permit any of
its respective Subsidiaries to issue any additional Equity Interest in such
Subsidiary, except:

                  (a) Sales in the ordinary course of business of inventory and
         worn out or surplus equipment and Permitted Investments, and Sales in
         the ordinary course of business and consistent with past practices of
         assets other than property, plant, Investments in Subsidiaries and
         intellectual property; provided that licensing of intellectual property
         in the ordinary course of business and consistent with past practices
         shall be permitted;

                  (b) Sales to Goodyear or a Subsidiary; provided that any such
         sale, transfer or disposition by a Credit Party to a Subsidiary that is
         not a Credit Party or by a J.V. Loan Party to a Subsidiary that is not
         a J.V. Loan Party shall be made in compliance with Section 6.05;

                  (c) the Sale of Equity Interests in Sava to the European J.V.
         or any J.V. Subsidiary (and any sale of such Equity Interests to
         Goodyear in connection therewith); provided that once such Sale to the
         European J.V. or any J.V. Subsidiary occurs, the Equity Interests of
         SAVA shall be pledged to secure the Applicable Secured Obligations as
         and when required by Section 5.08;

                  (d) Sales of accounts receivable or interests therein in
         Securitization Transactions permitted under Sections 6.01(g) and (r);

                  (e) Sales of assets in Sale and Leaseback Transactions
         permitted under Section 6.03;

                  (f) Sales of any Equity Interests in any Person that is not a
         Subsidiary;

                  (g) Sales to Persons other than Goodyear or any Subsidiary of
         assets listed on Schedule 6.06; provided that (i) at least 50% of the
         consideration received in each such Sale of the assets listed on Part I
         of Schedule 6.06 shall consist of cash and (ii) at least



                                                                              52

         75% of the consideration received in each such other Sale listed on
         Part II of Schedule 6.06 shall consist of cash;

                  (h) Sales to the extent the aggregate value of the
         consideration received in any such Sale or series of related Sales does
         not exceed $10,000,000;

                  (i) Investments expressly permitted by Section 6.05; and

                  (j) Sales (other than Sales of accounts receivable or
         inventory) that are not permitted by any other clause of this Section
         6.06; provided that (i) the aggregate consideration received in respect
         of all such Sales in reliance upon this clause (j) shall not exceed
         $250,000,000 in the aggregate, (ii) the aggregate consideration
         received in respect of all such Sales by the European J.V. and the J.V.
         Subsidiaries shall not exceed $125,000,000 in the aggregate, (iii) all
         Sales permitted pursuant to this clause (j) shall be made for fair
         value, as reasonably determined by Goodyear, and (iv) at least 75% of
         the consideration received in each such Sale shall consist of cash.

                  SECTION 6.07. Restricted Payments. (a) Each of Goodyear and
the European J.V. and each other Borrower will not, and will not permit any of
its respective Consolidated Subsidiaries to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, except that (i) Goodyear
may declare and pay dividends payable solely in additional shares of its common
stock, (ii) so long as no Event of Default shall exist, Goodyear may declare and
pay cash dividends and other regularly scheduled distributions on shares of its
Permitted Preferred Stock, (iii) the European J.V. may declare and pay cash
dividends ratably with respect to its Equity Interests in an aggregate amount
not to exceed $60,600,000 in fiscal year 2003 and thereafter 100% of cumulative
Consolidated Net Income of the European J.V. after January 1, 2003, (iv)
Subsidiaries (other than the European J.V.) may make Restricted Payments ratably
with respect to their Equity Interests, (v) Goodyear may make Restricted
Payments pursuant to and in accordance with stock option or rights plans or
other benefit plans for management, employees, directors or consultants of
Goodyear or any Subsidiary and (v) Goodyear and its Subsidiaries may make
Investments expressly permitted under Section 6.05(j).

                  (b) Each of Goodyear and the European J.V. and each other
Borrower will not, nor will it permit any of its respective Consolidated
Subsidiaries to, make or agree to make, directly or indirectly, any payment or
other distribution (whether in cash, securities or other property), except
payments or distributions made in common stock of Goodyear to any Person other
than Goodyear or a Subsidiary in respect of principal of or interest on any
Indebtedness, or any payment or other distribution (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, defeasance, acquisition, cancelation or
termination of any Indebtedness of Goodyear or any Subsidiary, except:

                  (i)   payments and prepayments under this Agreement (ratably
         in accordance with the Commitments of the Lenders) and the other New
         Facilities Credit Agreements;

                  (ii)  regularly scheduled and other mandatory interest and
         principal payments (including pursuant to sinking fund requirements) as
         and when due in respect of any Indebtedness;

                  (iii) refinancings of Indebtedness to the extent permitted by
         Section 6.01(m), including the payment of customary fees, costs and
         expenses in connection therewith, and



                                                                              53

         including additional cash payments in an aggregate amount for all such
         refinancings not to exceed, in the case of any refinancing, 5% of the
         principal amount being refinanced; and

                  (iv)  the payment of secured Indebtedness that becomes due as
         a result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness.

                  SECTION 6.08. Transactions with Affiliates. The European J.V.
will not, nor will it permit any J.V. Subsidiary to, and Goodyear will not
permit Luxembourg Finance or any subsidiary of Luxembourg Finance to, sell,
lease or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions in the
ordinary course of business that are consistent with past practices or are at
prices and on terms and conditions no less favorable to the European J.V., such
J.V. Subsidiary, Luxembourg Finance or such subsidiary of Luxembourg Finance
than could be obtained on an arm's-length basis from unrelated third parties in
the reasonable judgment of the European J.V., (b) transactions between or among
the European J.V. and the J.V. Subsidiaries not involving any other Affiliate
and (c) any Restricted Payment permitted by Section 6.07.

                  SECTION 6.09. Capital Expenditures. (a) Goodyear and the
Subsidiaries will not make Capital Expenditures in any period set forth below in
an amount greater than (x) the sum of (i) the amount set forth below for such
period and each prior period plus (ii) that portion of the aggregate Net Cash
Proceeds from New Facilities Prepayment Events after the date hereof that shall
not have been required to be applied to prepay loans under any of the New
Facilities Credit Agreements (and shall not have been used to make Investments
under Section 6.05(e) in excess of the $100,000,000 limitation set forth
therein) minus (y) the aggregate amount of Capital Expenditures made during any
prior period set forth below:



          Period                        Capital Expenditure Amount
          ------                        --------------------------
                                     
1/1/03 through 12/31/03                        $360,000,000

1/1/04 through 12/31/04                        $500,000,000

1/1/05 through Maturity Date                   $200,000,000


                  (b) The European J.V. and the J.V. Subsidiaries will not, make
Capital Expenditures in any period set forth below in an amount greater than (x)
the sum of (i) the amount set forth below for such period and each prior period
plus (ii) that portion of the aggregate Net Cash Proceeds for Prepayment Events
after the date hereof that shall not have been required to be applied to prepay
Term Loans under this Agreement (and shall not have been applied to make
Investments under Section 6.05(e) in excess of the $100,000,000 limitation set
forth therein) minus (y) the aggregate amount of Capital Expenditures made by
the European J.V. and the J.V. Subsidiaries made during any prior period set
forth below:



         Period                          Capital Expenditure Amount
         ------                          --------------------------
                                      
1/1/03 through 12/31/03                         $180,000,000




                                                                              54

                                             
1/1/04 through 12/31/04                         $250,000,000

1/1/05 through Maturity Date                    $100,000,000



                  SECTION 6.10. Interest Expense Coverage Ratio. Goodyear will
not permit the ratio of (x) Consolidated EBITDA of Goodyear to (y) Consolidated
Interest Expense of Goodyear, for any period of four consecutive fiscal quarters
to be less than 2.25 to 1.00.

                  SECTION 6.11. Consolidated Net Worth. Goodyear will not permit
its Consolidated Net Worth at the end of any fiscal quarter to be less than the
amount set forth below for such date.



Fiscal Quarter Ending                Minimum Amount
- ---------------------                --------------
                                  
March 31, 2003                       $2,800,000,000

June 30, 2003                        $2,800,000,000

September 30, 2003                   $2,800,000,000

December 31, 2003                    $2,800,000,000

March 31, 2004                       $2,500,000,000

June 30, 2004                        $2,500,000,000

September 30, 2004                   $2,500,000,000

December 31, 2004                    $2,500,000,000

March 31, 2005                       $2,000,000,000


                  SECTION 6.12. Senior Secured Indebtedness Ratio. Goodyear will
not at any date permit the ratio of (a) Consolidated Senior Secured Indebtedness
at such date to (b) Consolidated EBITDA for the most recent period of four
consecutive fiscal quarters for which financial statements have been delivered
pursuant to Section 5.01(a) or (b), to be greater than 4.00 to 1.00.

                  SECTION 6.13. Sumitomo Ownership. Goodyear will not enter into
any agreement, or agree to amend, modify or waive any existing agreement between
it and Sumitomo Rubber Industries or any organizational document of the European
J.V., if the effect therof is to permit Sumitomo Rubber Industries to sell,
transfer or otherwise dispose of any of the issued and outstanding capital stock
of the European J.V. owned by Sumitomo Rubber Industries to any Person other
than Goodyear or a Wholly Owned Subsidiary of Goodyear.



                                                                              55

                                  ARTICLE VII

                       Events of Default and CAM Exchange

                  SECTION 7.01. Event of Default. If any of the following events
("Events of Default") shall occur:

                  (a) any Borrower shall fail to pay any principal of any Loan
         when and as the same shall become due and payable, whether at the due
         date thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) any Borrower shall fail to pay any interest on any Loan or
         any fee or any other amount (other than an amount referred to in clause
         (a) of this Section) payable under this Agreement or any other Credit
         Document, when and as the same shall become due and payable, and such
         failure shall continue unremedied for a period of (i) in the case of
         fees and interest payable under Sections 2.09 and 2.10, respectively,
         five Business Days, and (ii) in the case of any other fees, interest or
         other amounts (other than those referred to in paragraph (a) above),
         five Business Days after the earlier of (A) the day on which a
         Financial Officer first obtains knowledge of such failure and (B) the
         day on which written notice of such failure shall have been given to
         the European J.V. by the Administrative Agent or any Lender;

                  (c) any representation or warranty made or deemed made by or
         on behalf of Goodyear or the European J.V. or any other Borrower or any
         J.V. Loan Party in any Credit Document or any amendment or modification
         thereof or waiver thereunder, shall prove to have been incorrect when
         made or deemed made in any respect material to the rights or interests
         of the Lenders under the Credit Documents;

                  (d) Goodyear or the European J.V. or any other Borrower shall
         fail to observe or perform any covenant, condition or agreement
         contained in Section 5.02, 5.03 (with respect to any Borrower's
         existence) or 5.08 or in Article VI;

                  (e) any Credit Party shall fail to observe or perform any
         covenant, condition or agreement contained in any Credit Document
         (other than those specified in clauses (a), (b) and (d) of this
         Section), and such failure shall continue unremedied for a period of 30
         days after written notice thereof from the Administrative Agent to the
         European J.V. (which notice will be given at the request of any
         Lender); provided, that the failure of any Credit Party to perform any
         covenant, condition or agreement made in any Credit Document (other
         than this Agreement (except the agreements under Section 5.01(f)) shall
         not constitute an Event of Default unless such failure shall be (i)
         wilful or (ii) material to the rights or interests of the Lenders under
         the Credit Documents;

                  (f) Goodyear or any Consolidated Subsidiary of Goodyear shall
         fail to make any payment of principal in respect of any Material
         Indebtedness at the scheduled due date thereof and such failure shall
         continue beyond any applicable grace period, or any event or condition
         occurs that results in any Material Indebtedness (other than any
         Securitization Transaction existing on the date hereof) becoming due or
         being required to be prepaid, repurchased, redeemed, defeased or
         terminated prior to its scheduled maturity; provided that this clause
         (f) shall not apply to (i) secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness in accordance with the terms and conditions
         of this Agreement or (ii)



                                                                              56

         Material Indebtedness of any Foreign Subsidiary if Goodyear is unable,
         due to applicable law restricting Investments in such Foreign
         Subsidiary, to make an Investment in such Foreign Subsidiary to fund
         the payment of such Material Indebtedness;

                  (g) any event or condition occurs that continues beyond any
         applicable grace period and enables or permits the holder or holders of
         any Material Indebtedness (other than (i) any Securitization
         Transaction existing on the date hereof and (ii) any Material
         Indebtedness of any Foreign Subsidiary in an aggregate principal amount
         that is less than $50,000,000) or any trustee or agent on its or their
         behalf to cause such Material Indebtedness to become due, or to require
         the prepayment, repurchase, redemption, defeasance or termination
         thereof, prior to its scheduled maturity; provided that (i) no Event of
         Default shall occur under this paragraph (g) as a result of any event
         or condition relating to the ABL Credit Agreement or any Securitization
         Transaction, other than any default in the payment of principal or
         interest thereunder that does not result from a change in borrowing
         base eligibility criteria or reserves made by the administrative agent
         thereunder as to which there is good faith disagreement and (ii) this
         clause (g) shall not apply to (i) secured Indebtedness that becomes due
         as a result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness in accordance with the terms and conditions
         of this Agreement or (ii) Material Indebtedness of any Foreign
         Subsidiary if Goodyear is unable, due to applicable law restricting
         Investments in such Foreign Subsidiary, to make an Investment in such
         Foreign Subsidiary to fund the payment of such Material Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization, bankruptcy, moratorium, suspension of payment or other
         relief in respect of Goodyear, any Borrower or any Material Subsidiary
         or its debts, or of a substantial part of its assets, under any
         Federal, state or foreign bankruptcy, insolvency, receivership or
         similar law now or hereafter in effect or (ii) the appointment of a
         receiver, trustee in bankruptcy, custodian, sequestrator, conservator
         or similar official for Goodyear, any Borrower or any Material
         Subsidiary or for a substantial part of its assets, and, in any such
         case, such proceeding or petition shall continue undismissed for 90
         days or an order or decree approving or ordering any of the foregoing
         shall be entered;

                  (i) Goodyear, any Borrower or any Material Subsidiary shall
         (i) voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization, bankruptcy, moratorium, suspension of
         payment or other relief under any Federal, state or foreign bankruptcy,
         insolvency, receivership or similar law now or hereafter in effect,
         (ii) consent to the institution of, or fail to contest in a timely and
         appropriate manner, any proceeding or petition described in clause (h)
         of this Section, (iii) apply for or consent to the appointment of a
         receiver, trustee in bankruptcy, custodian, sequestrator, conservator
         or similar official for Goodyear, any Borrower or any Material
         Subsidiary or for a substantial part of its assets, (iv) make a general
         assignment for the benefit of creditors or (v) take any action for the
         purpose of effecting any of the foregoing;

                  (j) Goodyear, any Borrower or any Material Subsidiary shall
         admit in writing its inability or fail generally to pay its debts as
         they become due;

                  (k) an ERISA Event shall have occurred that, when taken
         together with all other ERISA Events that have occurred, would be
         materially likely to result in a Material Adverse Change;



                                                                              57

                  (l) Liens created under the Security Documents shall not be
         valid and perfected Liens on a material portion of the Collateral;

                  (m) any Guarantee of the Obligations under the Guarantee and
         Collateral Agreement shall fail to be a valid, binding and enforceable
         Guarantee of one or more Subsidiary Guarantors where such failure would
         constitute or be materially likely to result in a Material Adverse
         Change; or

                  (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to Goodyear or
any Borrower described in clause (h) or (i) of this Section), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Majority Lenders shall, by notice to the European
J.V., take any or all of the following actions, at the same or different times:
(i) terminate the Commitments, and thereupon the Commitments shall terminate
immediately and (ii) declare the Loans then outstanding to be due and payable in
whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of the European J.V. and the
other Borrowers accrued hereunder, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by Goodyear and each Borrower; and in case of any event with
respect to Goodyear or any Borrower described in clause (h) or (i) of this
Section, the Commitments shall automatically terminate, the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrowers accrued hereunder, shall automatically become
due and payable, in each case without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by Goodyear and each
Borrower.

                  SECTION 7.02. CAM Exchange. On the CAM Exchange Date, (i) the
Commitments shall automatically and without further act be terminated as
provided in Section 7.01 and (ii) the Lenders shall automatically and without
further act be deemed to have exchanged interests in the Designated Obligations
under each Class of Loans such that, in lieu of the interests of each Lender in
the Designated Obligations under each Class of Loans in which it shall
participate as of such date (including the principal, interest and fee
obligations of each Borrower in respect of the Loans within each such Class),
such Lender shall own an interest equal to such Lender's CAM Percentage in the
Designated Obligations under each such Class of Loans (including the principal,
interest and fee obligations of each Borrower in respect of the Loans within
each such Class). Each Lender, each person acquiring a participation from any
Lender as contemplated by Section 9.04, Goodyear and each Borrower hereby
consents and agrees to the CAM Exchange. After the CAM Exchange Date, Goodyear,
each Borrower and each Lender agrees from time to time to execute and deliver to
the Agents all such promissory notes and other instruments and documents as the
Agents shall reasonably request to evidence and confirm the respective interests
and obligations of the Lenders after giving effect to the CAM Exchange, and each
Lender agrees to surrender any promissory notes originally received by it in
connection with its Loans hereunder to the Administrative Agent against delivery
of any promissory notes so executed and delivered; provided that the failure of
the Goodyear or any Borrower to execute or deliver or of any Lender to accept
any such promissory note, instrument or document shall not affect the validity
or effectiveness of the CAM Exchange.



                                                                              58

                                  ARTICLE VIII

                                   The Agents

                  Each of the Lenders hereby irrevocably appoints the Agents as
its agents and authorizes the Agents to take such actions on its behalf and to
exercise such powers as are delegated to the Agents by the terms hereof and of
the other Credit Documents, together with such actions and powers as are
reasonably incidental thereto.

                  The bank or banks serving as the Agents hereunder shall have
the same rights and powers in their capacity as Lenders as any other Lender and
may exercise the same as though they were not Agents, and such bank or banks and
their Affiliates may accept deposits from, lend money to and generally engage in
any kind of business with Goodyear or any Subsidiary or other Affiliate thereof
as if they were not Agents hereunder.

                  The Agents shall not have any duties or obligations except
those expressly set forth herein. Without limiting the generality of the
foregoing (a) the Agents shall not (save as expressly set out in any Credit
Document) be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Agents shall not have
any duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated hereby that the
Agents are required to exercise in writing by the Majority Lenders, and (c)
except as expressly set forth herein, the Agents shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
communicated to the Agents by or relating to Goodyear or any Subsidiary. The
Agents shall not be liable for any action taken or not taken by them with the
consent or at the request of the Majority Lenders or the Lenders, as the case
may be, or in the absence of their own gross negligence or wilful misconduct. In
addition, the Agents shall be deemed not to have knowledge of any Default unless
and until written notice thereof is given to the Agents by Goodyear, the
European J.V. or a Lender, and the Agents shall not be responsible for or have
any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement, (ii) the contents
of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article III or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Agents.

                  The Agents shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by them to be genuine
and to have been signed or sent by the proper Person. The Agents also may rely
upon any statement made to them orally or by telephone and believed by them to
be made by the proper Person, and shall not incur any liability for relying
thereon. The Agents may consult with legal counsel (who may be counsel for
Goodyear or the European J.V.), independent accountants and other experts
selected by them with reasonable care, and shall not be liable for any action
taken or not taken by them in accordance with the advice of any such counsel,
accountants or experts.

                  The Agents may perform any and all their duties and exercise
their rights and powers by or through any one or more sub-agents appointed by
the Agents. The Agents and any such sub-agent may perform any and all their
duties and exercise their rights and powers through



                                                                              59

their respective Affiliates. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Affiliates of the Agents
and any such sub-agent.

                  Subject to the appointment and acceptance of a successor Agent
as provided below, either Agent may resign at any time by notifying the Lenders
and the European J.V.. Upon any such resignation, the Majority Lenders shall
have the right to appoint a successor with the European J.V.'s written consent
(which shall not be unreasonably withheld or delayed and shall not be required
from the European J.V. if an Event of Default has occurred and is continuing).
If no successor shall have been so appointed by the Majority Lenders and shall
have accepted such appointment within 30 days after the retiring Agent gives
notice of its resignation, then the retiring Agent may, on behalf of the
Lenders, with the European J.V.'s written consent (which shall not be
unreasonably withheld or delayed and shall not be required if an Event of
Default has occurred and is continuing), appoint a successor Agent which shall
be a bank or an Affiliate thereof, in each case with a net worth of at least
$1,000,000,000 and an office in New York, New York. Upon the acceptance of its
appointment as Agent hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. After an Agent's resignation hereunder, the provisions of
this Article and Section 9.03 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Agents 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 Agents 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.

                  Notwithstanding any other provision contained herein, (a) each
Lender (i) acknowledges that the Administrative Agent is not acting as an agent
of Goodyear or any Borrower and that neither Goodyear nor any Borrower will not
be responsible for acts or failures to act on the part of the Administrative
Agent and (ii) exempts each Agent from the restrictions set forth in Section 181
of the German Civil Code (Burgerliches Gesetzbuch) and (b) the Syndication Agent
shall not, in its capacity as such, have any responsibilities under this
Agreement or the other Credit Documents.

                                   ARTICLE IX

                                  Miscellaneous

                  SECTION 9.01. Notices. (a) Except in the case of notices and
other communications expressly permitted to be given by telephone (and subject
to paragraph (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy or e-mail,
as follows:

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



                                                                              60

                  (ii) if to the European J.V., to it, or if to any other
         Borrower to it in care of the European J.V., in each case at Park Lane
         Cullinganlaan 2A, 1831 Diegem, Belgium, Attention of Chief Financial
         Officer (Telecopy No. (32)-276-11873), in each case with a copy to
         Goodyear as described in clause (i) above;

                  (iii) if to the Administrative 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); and

                  (iv) if to a Lender, to it at its address (or telecopy number
         or e-mail address) set forth in Schedule 2.01 or its Administrative
         Questionnaire.

                  (b) Notices and other communications to the Lenders hereunder
may be delivered or furnished by electronic communications pursuant to
procedures approved by the Administrative Agent; provided that the foregoing
shall not apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent
Goodyear, the European J.V. or any Borrower may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of
such procedures may be limited to particular notices or communications.

                  (c) Any party hereto may change its address, telecopy number
or e-mail address for notices and other communications hereunder by notice to
the other parties hereto. All notices and other communications given to any
party hereto in accordance with the provisions of this Agreement shall be deemed
to have been given on the date of receipt.

                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by
any of the Agents or any Lender in exercising any right or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Agents and
the Lenders hereunder are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by Goodyear, the European J.V. or any
Borrower therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default, regardless of whether any Agent or any
Lender may have had notice or knowledge of such Default at the time.

                  (b) Neither this Agreement nor any other Credit Document nor
any provision hereof or thereof may be waived, amended or modified except, in
the case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Goodyear, the Borrowers and the Majority Lenders or, in the case
of any other Credit Document, pursuant to an agreement or agreements in writing
entered into by the Administrative Agent or the Collateral Agent and the Credit
Party or Credit Parties that are parties thereto, in each case with the consent
of the Majority Lenders; provided that no such agreement shall (i) increase or
extend the expiration date of the Commitment of any Lender without the written
consent of such Lender, (ii) reduce or forgive all or part of the principal
amount of any Loan or reduce the rate of interest thereon, or reduce any fee
payable hereunder, without the prior written consent of each Lender affected
thereby, (iii) postpone the scheduled date of payment of the principal amount of
any Loan or date for the



                                                                              61

payment of any interest on any Loan or any fee, or reduce the amount of, waive
or excuse any such payment, without the prior written consent of each Lender
adversely affected thereby, (iv) release all or substantially all the Credit
Parties from their Guarantees under the Guarantee and Collateral Agreement, or
release all or substantially all the Collateral from the Liens of the Security
Documents, without the written consent of each Lender, (v) change any provision
of the Guarantee and Collateral Agreement or any other Security Document to
alter the amount or allocation of any payment to be made to the Secured Parties
without the consent of each adversely affected Lender, (vi) change Section 2.15
in a manner that would alter the pro rata sharing of any payment without the
written consent of each Lender adversely affected thereby, (vii) change any of
the provisions of this Section or the definition of "Majority Lenders" or any
other provision hereof specifying the number or percentage of Lenders required
to waive, amend or modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each Lender or
(viii) change any provision of any Credit Document in a manner that by its terms
adversely affects the rights in respect of payments due to Lenders holding Loans
of any Class differently from those holding Loans of the other Class, without
the written consent of Lenders holding a majority in interest of the outstanding
Loans and unused Commitments of the affected Class; provided further, however,
that any amendment, modification or waiver or modification of this Agreement
that by its terms affects the rights or duties under this Agreement of the
Revolving Lenders (but not the Term Lenders) or the Term Lenders (but not the
Revolving Lenders) may be effected by an agreement or agreements in writing
entered into by Goodyear, the Borrowers and the requisite percentage in interest
of the affected Class of Lenders that would be required to consent thereto under
this Section if such Class of Lenders were the only Class of Lenders hereunder
at the time.

                  (c) Notwithstanding anything in paragraph (b) of this Section
to the contrary, this Agreement and the other Credit Documents may be amended on
one occasion to establish one or more new Classes of Term Loans and/or Revolving
Commitments by converting the currency in which existing Term Loans or existing
Revolving Commitments are denominated from dollars to like amounts of euro
(based on exchange rates prevailing at or about the date of such conversion, as
determined based on a reference page to be agreed upon), by an agreement in
writing entered into by each applicable Borrower, the Administrative Agent, the
Collateral Agent and each Lender that shall agree to such conversion of all or
part of its Revolving Commitment or Term Loans and treating such converted Term
Loans and/or Revolving Commitments, as applicable, as one or more new Classes.
Any such agreement shall amend the provisions of this Agreement and the other
Credit Documents to set forth the terms of each Class of Term Loans or Revolving
Commitments established thereby and to effect such other changes (including
changes to the provisions of this Section, Section 2.15 and the definition of
"Majority Lenders") as the Borrower and the Administrative Agent shall deem
necessary or advisable in connection with the establishment of any such Class;
provided that no such agreement shall (i) effect any change described in any of
clauses (i), (ii), (iv), (v) or (vii) of paragraph (b) of this Section without
the consent of each Person required to consent to such change under such clause
(it being agreed, however, that any conversion of the currency in which
Revolving Commitments or Term Loans are denominated or the establishment of any
Class of Revolving Commitments or Term Loans in connection therewith and the
amendments in connection therewith that are referred to in this paragraph will
not, of themselves, be deemed to effect any of the changes described in clauses
(i) through (vii) of such paragraph (b)), (ii) amend Article V, VI or VII to
establish any affirmative or negative covenant, Event of Default or remedy that
by its terms benefits one or more Classes, but not all Classes, of Loans or
Borrowings without the prior written consent of Lenders holding a majority in
interest of the Loans and Commitments of each Class not so benefited or (iii)
change any other provision of this Agreement or any other Credit Document that
creates rights in favor of Lenders holding Loans or Commitments of any existing
Class, other than as necessary or



                                                                              62

advisable in the judgment of the Administrative Agent to cause such provision to
take into account, or to make the benefits of such provision available to,
Lenders holding Term Loans of such new Class or such new Class of Revolving
Commitments. The Loans, Commitments and Borrowings of any Class established
pursuant to this paragraph shall constitute Loans, Commitments and Borrowings
under, and shall be entitled to all the benefits afforded by, this Agreement and
the other Credit Documents, and shall, without limiting the foregoing, benefit
equally and ratably from the Guarantees and security interests created by the
Guarantee and Collateral Agreement and the Security Documents supporting the
respective Classes of Loans of the applicable Borrower or Borrowers, as the case
may be. At any time the Borrower wishes to establish a new Class of Term Loans
or Revolving Commitments pursuant to this paragraph, the Borrower shall offer
each Lender the opportunity to convert its Term Loans or Revolving Commitments,
as applicable. If a greater amount is tendered for conversion than the Borrower
wishes to convert, the Term Loans or Revolving Commitments, as applicable, of
each tendering Lender shall be accepted for conversion on a pro rata basis based
on the percentage of all the Term Loans or Revolving Commitments, as applicable,
tendered by all Lenders represented by the amount tendered by such Lender.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
European J.V. shall pay (i) all reasonable out-of-pocket expenses incurred by
the Agents, the Arranger and their Affiliates (including the reasonable fees,
charges and disbursements of Cravath, Swaine & Moore, counsel for the Agents and
the Arranger, and Allen & Overy and other local and foreign counsel for the
Agents and Arranger, limited to one per jurisdiction, in connection with the
Security Documents and the creation and perfection of the Liens created thereby
and other local and foreign law matters) in connection with the arrangement and
syndication of the credit facilities provided for herein, the preparation,
execution, delivery and administration of this Agreement and the other Credit
Documents or any amendments, modifications or waivers of the provisions hereof
or thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the
Agents or any Lender, including the fees, charges and disbursements of any
counsel for the Agents or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Loans made, including all such
out-of-pocket expenses incurred during any workout, restructuring or similar
negotiations in respect of such Loans. The European J.V. shall pay all
out-of-pocket expenses incurred by the Collateral Agent in connection with the
creation and perfection of the security interests contemplated by this
Agreement, including all filing, recording and similar fees and, as more
specifically set forth above, the reasonable fees and disbursements of counsel
(including local counsel in each relevant jurisdiction).

                  (b) The European J.V. shall indemnify the Administrative
Agent, the Arranger, and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the reasonable fees, charges and
disbursements of any counsel for any Indemnitee), incurred by or asserted
against any Indemnitee and arising out of (i) the execution or delivery of this
Agreement or any Credit Document or agreement or instrument contemplated hereby,
the performance by the parties hereto of their respective obligations or the
exercise by the parties hereto of their rights hereunder or thereunder or the
consummation of the Transactions or any other transactions contemplated hereby
or thereby, (ii) any Loan or the use of the proceeds thereof, (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property
currently or formerly owned or operated by the European J.V. or any of its
Subsidiaries, or any Environmental Liability related in any way to the European
J.V. or any of its Subsidiaries, or (iv) any claim, litigation, investigation or



                                                                              63

proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
shall have resulted from the gross negligence or wilful misconduct of such
Indemnitee or the breach by such Indemnitee of obligations set forth herein or
in any other Credit Document.

                  (c) To the extent that the European J.V. fails to pay any
amount required to be paid by it to any Agent or Arranger under paragraph (a) or
(b) of this Section, each Lender severally agrees to pay to such Agent or
Arranger, as the case may be, such Lender's Applicable Percentage (determined as
of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against such Agent or Arranger in its capacity
as such.

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto, the Indemnitees and their respective successors and assigns permitted
hereby, except that (i) no Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by any Borrower without such consent
shall be null and void) and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this Section. Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, Indemnitees, their respective successors
and assigns permitted hereby, Participants (to the extent provided in paragraph
(c) of this Section) and, to the extent expressly contemplated hereby, the
Related Parties of each of the Agents, the Arranger, and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.

                  (b) (i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees (including any CLO
or other Approved Fund) all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitments and the Loans at
the time owing to it); with the prior written consent (such consent not to be
unreasonably withheld or delayed) of:

                  (A) the European J.V.; provided that no consent of the
         European J.V. shall be required for an assignment to a Lender, an
         Affiliate of a Lender (other than an Approved Fund or CLO), a Federal
         Reserve Bank or, if an Event of Default has occurred and is continuing,
         any other assignee; provided further that the consent of the European
         J.V. shall be required for an assignment by any Revolving Lender to any
         Person (other than a Revolving Lender); and

                  (B) the Administrative Agent; provided that no consent of the
         Administrative Agent shall be required for an assignment to an assignee
         that is a Lender, an Affiliate of a Lender, a Federal Reserve Bank or
         an Approved Fund; provided further that the consent of the
         Administrative Agent shall be required for an assignment by any
         Revolving Lender to any Person (other than a Revolving Lender).

                  (ii) Assignments shall be subject to the following additional
         conditions:

                  (A) except in the case of an assignment to a Lender or an
         Affiliate of a Lender, the amount of the Commitment of the assigning
         Lender subject to each such assignment



                                                                              64

         (determined as of the date the Assignment and Assumption with respect
         to such assignment is delivered to the Administrative Agent) shall not
         be less than $5,000,000 or, if smaller, the entire remaining amount of
         the assigning Lender's Commitment unless each of the European J.V. and
         the Administrative Agent shall otherwise consent, provided (i) that no
         such consent of the European J.V. shall be required if an Event of
         Default has occurred and is continuing and (ii) in the event of
         concurrent assignments to two or more assignees that are Affiliates of
         one another, or to two or more Approved Funds managed by the same
         investment advisor or by affiliated investment advisors, all such
         concurrent assignments shall be aggregated in determining compliance
         with this subsection;

                  (B) each partial assignment shall be made as an assignment of
         a proportionate part of all the assigning Lender's rights and
         obligations under this Agreement; provided that this clause shall not
         be construed to prohibit the assignment of a proportionate part of all
         the assigning Lender's rights and obligations in respect of one Class
         of Commitments or Loans;

                  (C) the parties to each assignment shall execute and deliver
         to the Administrative Agent an Assignment and Assumption, together with
         a processing and recordation fee of $3,500; provided that in the event
         of concurrent assignments to two or more assignees that are Affiliates
         of one another, or to two or more Approved Funds managed by the same
         investment advisor or by affiliated investment advisors, only one such
         fee shall be payable; and

                  (D) the assignee, if it shall not be a Lender, shall deliver
         to the Administrative Agent an Administrative Questionnaire.

                  (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement
(including those specified under Section 9.15), and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.12,
2.13, 2.14 and 9.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 9.04
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of
this Section. Each assignment hereunder shall be deemed to be an assignment of
the related rights under the Guarantee and Collateral Agreement.

                  (iv)  The Administrative Agent shall maintain at one of its
offices a copy of each Assignment and Assumption delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the "Register"). The entries in the
Register shall be conclusive, and the Borrowers, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by any Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

                  (v)   Upon its receipt of a duly completed Assignment and
Assumption executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire


                                                                              65


(unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) of this Section and any written
consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.

                  (vi)  By executing and delivering an Assignment and
Assumption, the assigning Lender thereunder and the assignee thereunder shall be
deemed to confirm to and agree with each other and the other parties hereto as
follows: (i) such assigning Lender warrants that it is the legal and beneficial
owner of the interest being assigned thereby free and clear of any adverse claim
and that its Commitment and the outstanding balances of its Loans, in each case
without giving effect to assignments thereof that have not become effective, are
as set forth in such Assignment and Assumption; (ii) except as set forth in
clause (i) above, such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or any other Credit
Document or any other instrument or document furnished pursuant hereto or
thereto, or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of any of the foregoing, or the financial condition of the
Credit Parties or the performance or observance by the Credit Parties of any of
their obligations under this Agreement or under any other Credit Document or any
other instrument or document furnished pursuant hereto or thereto; (iii) each of
the assignee and the assignor represents and warrants that it is legally
authorized to enter into such Assignment and Assumption; (iv) such assignee
confirms that it has received a copy of this Agreement, together with copies of
any amendments or consents entered into prior to the date of such Assignment and
Assumption and copies of the most recent financial statements delivered pursuant
to Section 5.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Assumption; (v) such assignee will independently and without
reliance upon the Agents, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (vi) such assignee appoints and authorizes the Agents to take
such action as agents on its behalf and to exercise such powers under this
Agreement and the other Credit Documents as are delegated to them by the terms
hereof and thereof, together with such powers as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance with
their terms all the obligations that by the terms of this Agreement are required
to be performed by it as a Lender.

                  (vii) Upon any assignment pursuant to this Section 9.04(b),
the European J.V. (or the Administrative Agent, at the expense of the European
J.V.) shall promptly notify each Subsidiary Guarantor organized under the laws
of the Republic of France of such assignment by bailiff (hussier) in accordance
with Article 1690 of the French Civil Code. If such assignment is made without
the European J.V.'s consent, the Administrative Agent shall provide prompt
written notice of such assignment to the European J.V.

                  (viii) For the purposes of Article 1278 et seq. of the French
Civil Code, each party hereto agrees that upon any novation under this Section
9.04(b), the security interests created and Guarantees made pursuant to the
Security Documents shall be preserved for the benefit of the assignee and the
other Lenders.

                  (ix) For the purposes of Italian law only, any assignment made
under an Assignment and Assumption shall be deemed to constitute a cessione del
contratto. Furthermore,



                                                                              66

the European J.V. hereby expressly consents to any assignment pursuant to this
Section 9.04(b) by any Revolving Lender to any other Revolving Lender.

                  (c) (i) Any Lender may, without the consent of Goodyear, the
European J.V., any other Borrower or the Administrative Agent, sell
participations to one or more banks or other entities (each a "Participant") in
all or a portion of such Lender's rights and/or obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided that (A) such Lender's obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrowers, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver that
affects such Participant and that, under Section 9.02, would require the consent
of each affected Lender. Subject to paragraph (c)(ii) of this Section, each
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.15(d) as though it were a Lender.

                  (ii) A Participant shall not be entitled to receive any
greater payment under Section 2.12 or 2.14 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the European J.V.'s prior written consent, which consent shall specifically
refer to this exception. A Participant that would be a Foreign Lender if it were
a Lender shall not be entitled to the benefits of Section 2.14 unless the
European J.V. is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the European J.V., to comply with Section
2.14(e) as though it were a Lender.

                  (d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by Goodyear, the European J.V. and each
other Borrower herein and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of this Agreement and the making of any Loans, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that any Agent or any Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid and so long as the Commitments
have not expired or terminated. The provisions of Sections 2.12, 2.13, 2.14 and
9.03 and Article IX shall survive and



                                                                              67

remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Commitments or the termination of this Agreement or any
provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. This
Agreement shall become effective as provided in Section 4.01. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. No failure to obtain any approval required for the effectiveness
of any provision of this Agreement shall affect the validity or enforceability
of any other provision of this Agreement.

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing and the Loans shall have become due and payable
pursuant to Article VII, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of any
Borrower against any of and all the obligations of such Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

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



                                                                              68

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

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12. Confidentiality. Each of the Agents and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors who have been informed of the confidential nature of such
Information and instructed to keep such Information confidential, (b) to the
extent requested by any regulatory authority (including the NAIC), (c) to the
extent required by applicable laws or regulations or by any subpoena or similar
legal process, (d) to any other party to this Agreement, (e) to the extent
necessary or advisable in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
Goodyear or any Borrower and its obligations, (g) with the written consent of
Goodyear or (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes available to
any Agent or any Lender on a nonconfidential basis from a source other than
Goodyear. For the purposes of this Section, "Information" means all information
received from Goodyear or Persons acting on its behalf relating to Goodyear or
its business, other than any such information that is available to any Agent or
any Lender prior to disclosure by Goodyear on a nonconfidential basis from a
source other than Goodyear that is not known by the recipient to be bound by a
confidentiality agreement or other obligation of confidentiality with respect to
such information. Notwithstanding anything herein to the contrary, any party to
this Agreement (and any employee, representative or other agent of such party)




                                                                              69
may disclose to any and all persons, without limitation of any kind, the tax
treatment and tax structure of the transactions contemplated by this Agreement
and all materials of any kind (including opinions or other tax analyses) that
are provided to it relating to such tax treatment and tax structure, but no
party shall disclose any information relating to such tax treatment or tax
structure to the extent nondisclosure is necessary in order to comply with
applicable securities laws.

                  SECTION 9.13. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively, the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Alternate Base Rate to the date of
repayment, shall have been received by such Lender.

                  SECTION 9.14. Security Documents. Each Lender hereby
authorizes and directs the Collateral Agent to execute and deliver the Guarantee
and Collateral Agreement and each other Security Document. Each Lender, by
executing and delivering this Agreement, acknowledges receipt of a copy of the
Guarantee and Collateral Agreement and approves and agrees to be bound by and to
act in accordance with the terms and conditions of the Guarantee and Collateral
Agreement and each other Security Document, specifically including (i) the
provisions of Section 6.03 of the Guarantee and Collateral Agreement (governing
the distribution of proceeds realized from the exercise of remedies under the
Security Documents), (ii) the provisions of Article VIII of the Guarantee and
Collateral Agreement (governing the manner in which Acts of the Secured Parties
are to be evidenced and the manner in which the amounts of the Obligations and
the other Obligations (as defined in the Guarantee and Collateral Agreement) are
to be determined at any time), (iii) the provisions of Articles IX and X of the
Guarantee and Collateral Agreement (relating to the duties and responsibilities
of the Collateral Agent and providing for the indemnification and the
reimbursement of expenses of the Collateral Agent by the Lenders), (iv) the
provisions of Article XI of the Guarantee and Collateral Agreement (providing
for the subordination of certain Junior Liens (as defined therein) in favor of
the Secured Parties to the Applicable Senior Liens (as defined therein)) and (v)
the provisions of Section 13.13 of the Guarantee and Collateral Agreement
(providing for releases of Guarantees of and Collateral securing the
Obligations). Each party hereto further agrees that the parties to the other
Security Documents shall perform their obligations thereunder in accordance with
the foregoing provisions of the Guarantee and Collateral Agreement.

                  SECTION 9.15. Collateral Agent as Joint and Several Creditor.
(a) Each Secured Party and each Credit Party agrees that the Collateral Agent
shall be the joint and several creditor (together with the relevant other
Secured Parties) of each and every payment obligation of each Credit Party
towards each of the Secured Parties under the Credit Documents or under any Swap
Agreement or arising out of or in connection with cash management or other
similar services provided by any Secured Party and that accordingly the
Collateral Agent will have its own independent rights to demand from each Credit
Party in satisfaction of those obligations and shall hold any security interest
created pursuant to any Security Document to secure those




                                                                              70

obligations in its own name, and not solely as agent or mandatory (lasthebber)
for the Secured Parties, with full and unrestricted entitlement to and authority
in respect of such security interest; provided that it is expressly acknowledged
that any discharge of any payment obligation to either of the Collateral Agent
or the relevant Secured Parties shall to the same extent discharge the
corresponding obligation owing to the other.

                  (b) Without limiting or effecting the Collateral Agent's
rights against each Credit Party (whether under this Section 9.15 or on any
other provisions of the Credit Documents) the Collateral Agent agrees with each
Secured Party that it will not exercise its right as joint and several creditor
with such Secured Party except with the prior written consent of such Secured
Party; provided, however, that for the avoidance of doubt, nothing in this
sentence in any way limits the Collateral Agent's rights to act in the
protection or preservation of rights under or to enforce any Security Document
as contemplated by this Agreement and the relevant Security Documents. Any
amounts recovered by the Collateral Agent as a result of the operation of this
Section 9.15 shall be held for the benefit of the applicable Secured Party or
Secured Parties to be applied in accordance with the provisions hereof and of
the Security Documents.

                  SECTION 9.16. Conversion of Currencies. (a) If, for the
purpose of obtaining judgment in any court, it is necessary to convert a sum
owing hereunder in one currency into another currency, each party hereto agrees,
to the fullest extent that it may effectively do so, that the rate of exchange
used shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the first currency could be purchased with such other
currency on the Business Day immediately preceding the day on which final
judgment is given.

                  (b) The obligations of Goodyear or any Borrower in respect of
any sum due to any party hereto or any holder of the obligations owing hereunder
(the "Applicable Creditor") shall, notwithstanding any judgment in a currency
(the "Judgment Currency") other than the currency in which such sum is stated to
be due hereunder (the "Agreement Currency"), be discharged only to the extent
that, on the Business Day following receipt by the Applicable Creditor of any
sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may
in accordance with normal banking procedures in the relevant jurisdiction
purchase the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, each of Goodyear and each
Borrower agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify the Applicable Creditor against such loss. The obligations of
Goodyear and the Borrowers contained in this Section 9.15 shall survive the
termination of this Agreement and the payment of all other amounts owing
hereunder.

                  SECTION 9.17. Dutch Banking Act. (a) On the date of this
Agreement (i) if the European JV is a credit institution (kredietinstelling)
under the Dutch Banking Act, it is in compliance with the applicable provisions
of the Dutch Banking Act and any implementing regulations including, but not
limited to, the Dutch Exemption Regulation; and (ii) each Person which is a
Lender under this Agreement is either (A) a Professional Market Party under the
Dutch Exemption Regulation or (B) exempted from the re-quirement to be a
Professional Market Party because it forms part of a closed circle (besloten
kring) with the European J.V..

                  (b) At the time of each assignment under Section 9.04, if at
the time thereof it is a requirement of Dutch law, the assignee shall be a
Professional Market Party. If on the date of an assignment, it is a requirement
of Dutch law that an assignee must be a Professional Market Party, the European
J.V. must make the representation that it has verified the status of each person
which is a Lender under this Agreement either as (i) a Professional Market Party
under the



                                                                              71

Dutch Exemption Regulation; or (ii) exempted from the requirement to be a
Professional Market Party because it forms part of a closed circle (besloten
kring) with the European J.V. On the date that an assignee becomes party to this
Agreement as a Lender that Lender hereby represents and warrants that on that
date it is either (A) a Professional Market Party under the Dutch Exemption
Regulation; or (B) exempted from the requirement to be a Professional Market
Party because it forms part of a closed circle (besloten kring) with the
European J.V., as evidenced by a verification letter delivered to the European
J.V. in substantially the form attached hereto as Exhibit G

                  (c) For purposes of this Section 9.17:

                  (i)   "Professional Market Party" means a professional market
         party (professionele marktpartij) under the Dutch Exemption Regulation
         which includes only (a) banks, insurance companies, securities firms,
         investment institutions and pension funds that are (i) supervised or
         licensed under Dutch law or (ii) established and acting under
         supervision in a European Union member state (other than the
         Netherlands), Hungary, Monaco, Poland, Puerto Rico, Saudi Arabia,
         Slovakia, Czech Republic, Turkey, South Korea, the United States of
         America, Japan, Australia, Canada, Mexico, New Zealand or Switzerland;
         (b) investment institutions which offer their participation rights
         exclusively to professional market parties and are not required to be
         supervised or licensed under Dutch law; (c) the State of the
         Netherlands, the Dutch Central Bank, a foreign central government body,
         a foreign central bank, Dutch regional and local governments and
         comparable foreign de-centralised government bodies, international
         treaty organisations and supranational organisations; (d) enterprises
         or entities with total assets of at least EUR500,000,000 (or the
         equivalent thereof in another currency) as per the balance sheet as of
         the year end preceding the obtaining of the repayable funds; (e)
         enterprises, entities or individuals with net assets (eigen vermogen)
         of at least EUR10,000,000 (or the equivalent thereof in another
         currency) as of the year end preceding the obtaining of the repayable
         funds who or which have been active in the financial markets on average
         twice a month over a period of at least two consecutive years preceding
         the obtaining of the repayable funds; (f) subsidiaries of the entities
         referred to under (a) above provided such subsidiaries are subject to
         supervision; and (g) an enterprise or institution that has a rating
         from a rating agency that in the opinion of the Dutch Central Bank is
         an expert or that issues securities that have a rating from a rating
         agency that in the opinion of the Dutch Central Bank is an expert.

                  (ii)  "Dutch Banking Act" means the Dutch Act on the
         Supervision of the Credit System 1992 (Wet Toezicht Kredietwezen 1992),
         as amended from time to time.

                  (iii) "Dutch Exemption Regulation" means the Exemption
         Regulation of the Minister of Finance of June 26, 2002
         (Vrijstellingsregeling WtK 1992), as amended from time to time.

                  SECTION 9.18. Power of Attorney. Each Lender hereby (i)
         authorizes the Collateral Agent to execute and deliver, on behalf of
         and in the name of such Lender, all and any Credit Documents (including
         without limitation Security Documents) and related documentation, (ii)
         authorizes the Collateral Agent to appoint any further agents or
         attorneys to execute and deliver, or otherwise to act, on behalf of and
         in the name of the Collateral Agent for any such purpose, (iii)
         authorizes the Collateral Agent to do any and all acts and to make and
         receive all declarations which are deemed necessary or appropriate to
         the Collateral Agent. The Lenders hereby relieve the Collateral Agent
         from


                                                                              72

         the self-dealing restrictions imposed by Section 181 of the German
         Civil Code and the Collateral Agent may also relieve agents and
         attorneys appointed pursuant to the powers granted under this Section
         9.18 from the restrictions imposed by Section 181 of the German Civil
         Code. For the purposes of Italian law, each Lender expressly authorizes
         the Collateral Agent (and any agents and attorneys appointed under this
         Section 9.18) to act under a conflict of interest and self-dealing
         (including, but not limited to a situation in which the Collateral
         Agent acts simultaneously in the name and/or on behalf (a) of any
         Secured Party, on the one hand, and (b) of any Credit Party, on the
         other hand) solely in relation to this Agreement, the Master Guarantee
         and Collateral Agreement and the other Security Documents. Any attorney
         appointed by the Collateral Agent pursuant to this Section 9.18 may
         grant sub-power to a sub-attorney in the same scope



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

                           THE GOODYEAR TIRE & RUBBER COMPANY,

                                     by
                                     /s/ Stephanie W. Bergeron
                                     -------------------------------------------
                                     Name:
                                     Title:

                           GOODYEAR DUNLOP TIRES EUROPE B.V.,

                                     by
                                     ___________________________________________
                                     Name:
                                     Title:

                           GOODYEAR DUNLOP TIRES GERMANY GMBH,

                                     by
                                     ___________________________________________
                                     Name:
                                     Title:

                           GOODYEAR GMBH & CO KG,

                                     by
                                     ___________________________________________
                                     Name:
                                     Title:

                           DUNLOP GMBH & CO KG,

                                     by
                                     ___________________________________________
                                     Name:
                                     Title:



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

                           THE GOODYEAR TIRE & RUBBER COMPANY,

                                  by
                                     ___________________________________________
                                     Name:
                                     Title:

                           GOODYEAR DUNLOP TIRES EUROPE B.V.,

                                  by
                                     /s/ Phillips Regnault     /s/ Errol Scialom
                                     -------------------------------------------
                                     Name: Phillips Regnault   Errol Scialom
                                     Title: Director           Director

                           GOODYEAR DUNLOP TIRES GERMANY GMBH,

                                  by
                                     ___________________________________________
                                     Name:
                                     Title:

                           GOODYEAR GMBH & CO KG,

                                  by
                                     ___________________________________________
                                     Name:
                                     Title:

                           DUNLOP GMBH & CO KG,

                                  by
                                     ___________________________________________
                                     Name:
                                     Title:



                                                                              73

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

                           THE GOODYEAR TIRE & RUBBER COMPANY,

                                  by
                                     ___________________________________________
                                     Name:
                                     Title:

                           GOODYEAR DUNLOP TIRES EUROPE B.V.,

                                  by
                                     ___________________________________________
                                     Name:
                                     Title:

                           GOODYEAR DUNLOP TIRES GERMANY GMBH,

                                  by
                                     /s/ Gerhard Grunenwald
                                     -------------------------------------------
                                     Name: Gerhard Grunenwald
                                     Title: General Manager

                                  by
                                     /s/ Gottried Hess
                                     -------------------------------------------
                                     Name: Gottfried Hess
                                     Title: General Manager

                           GOODYEAR GMBH & CO KG,

                                  by
                                     /s/ Gerhard Grunenwald
                                     -------------------------------------------
                                     Name: Gerhard Grunenwald
                                     Title: General Manager

                                  by
                                     /s/ Gottfried Hess
                                     -------------------------------------------
                                     Name: Gottfried Hess
                                     Title: General Manager



                                                                              74

                           DUNLOP GMBH & CO KG,

                                  by
                                     /s/ Gerhard Grunenwald
                                     -------------------------------------------
                                     Name: Gerhard Grunenwald
                                     Title: General Manager

                                  by
                                     /s/ Gottfried Hess
                                     -------------------------------------------
                                     Name: Gottfried Hess
                                     Title: General Manager



                           GOODYEAR LUXEMBOURG TIRES SA,

                                     by
                                     ___________________________________________
                                     Name:
                                     Title:

                           JPMORGAN CHASE BANK, individually and as
                           Administrative Agent and Collateral Agent,

                                     by
                                     /s/ B. Joseph Lillis
                                     -------------------------------------------
                                     Name:
                                     Title:



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution:         ABN AMRO Bank N.V.

                  by /s/ Neil J. Bivona
                     --------------------------------------------
                     Name: Neil. J. Bivona
                     Title: Senior Vice President

                     /s/ David W. Stack
                     --------------------------------------------
                     Name: David W. Stack
                     Title: Group Vice President



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution:   Banca Intesa S.p.A., New York Branch

                  by /s/ Frank Maffei
                     -----------------------------------
                     Name:  Frank Maffei
                     Title: Vice President

                  by /s/ Massimo Fiore
                     -----------------------------------
                     Name:  Massimo Fiore
                     Title: Assistant Vice President



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                              GOODYEAR DUNLOP TIRES EUROPE B.V.;
                                                   GOODYEAR DUNLOP TIRES GERMANY
                                                    GMBH; GOODYEAR GMBH & CO KG;
                                                   DUNLOP GMBH & CO KG; GOODYEAR
                                                LUXEMBOURG TIRES SA; the LENDERS
                                           party hereto; JPMORGAN CHASE BANK, as
                                  Administrative Agent and Collateral Agent; and
                                         DEUTSCHE BANK AG, as Syndication 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/ Leonardo Valentini
                     --------------------------------------------
                     Name:  Leonardo Valentini
                     Title: First Vice President



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution:          Bank of America

                  by /s/ Thomas Biaggi
                     -----------------------------------
                     Name: Thomas Biaggi
                     Title: Managing Director



                                                   LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution: The Bank of East Asia, Limited, New York Branch

                  by /s/ Jay F. Chen
                     -----------------------------------
                     Name: Jay F. Chen
                     Title: Head of Credit

                  by /s/ Peng Wah Tang
                     -----------------------------------
                     Name: Peng Wah Tang
                     Title: General Manager



                                                   LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution:          THE BANK OF NEW YORK

                  by /s/ John M. Lokay, Jr.
                     -----------------------------------
                     Name: John M. Lokay, Jr.
                     Title: Vice President



                                                   LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution:          Bank One, NA

                  by /s/ Gaye C. Plunkett
                     -----------------------------------
                     Name: Gaye C. Plunkett
                     Title: First Vice President



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution: BANK OF TOYKO-MITSUBISHI TRUST COMPANY

                  by /s/ Spencer Hughes
                     --------------------------------------------
                     Name:  Spencer Hughes
                     Title: Vice President



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                             CHASE BANK, as Administrative Agent
                                              and Collateral Agent; and DEUTSCHE
                                                  BANK AG, as Syndication Agent.

Name of Institution: BARCLAYS BANK PLC

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



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                              GOODYEAR DUNLOP TIRES EUROPE B.V.;
                                                   GOODYEAR DUNLOP TIRES GERMANY
                                                    GMBH; GOODYEAR GMBH & CO KG;
                                                   DUNLOP GMBH & CO KG; GOODYEAR
                                                LUXEMBOURG TIRES SA; the LENDERS
                                           party hereto; JPMORGAN CHASE BANK, as
                                  Administrative Agent and Collateral Agent; and
                                         DEUTSCHE BANK AG, as Syndication Agent.

Name of Institution: BAYERISCHE HYPO-UND VEREINSBANK, AG NEW YORK BRANCH

                  by /s/ Ken Hamilton          /s/ Richard Cordover
                     ----------------          --------------------
                     Name:  Ken Hamilton       Name:  Richard Cordover
                     Title: Director           Title: Director



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

BNP PARIBAS

By  /s/ Frederick H. Moryl, Jr.
  ----------------------------------------------
    Name: Frederick H. Moryl, Jr.
    Title: Managing Director

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



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution: CIBC Inc.

                  by /s/ Charles D. Mulkeen
                     -----------------------------------
                     Name: Charles D. Mulkeen
                     Title: Executive Director



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution: Citibank, N.A.

                  by /s/ Jonathan D. Calder
                     --------------------------------------------
                     Name: Jonathan D. Calder
                     Title: V.P.



                                                   LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution: Citicorp USA, Inc

                  by /s/ Brian Ike
                     -----------------------------------
                     Name:  Brian Ike
                     Title: Director



                                                   LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

                                        COMMERZEBANK
                                      Aktiengesellschaft
Name of Institution:                    Cologne Branch

                  by /s/ Guido Vos             /s/ Konrad Noltenhans
                     -----------------------------------------------------
                        Guido Vos                Konrad Noltenhans
                     (Vice President)            (Vice President)



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution: Credit Lyonnais New York Branch

                  by /s/ Guido Van Hauwermeiren
                     --------------------------------------------
                     Name: Guido Van Hauwermeiren
                     Title: Senior Vice President



                                                   LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution: Credit Suisse First Boston, Cayman Islands Branch

                  by /s/ Mark E. Gleason
                     --------------------------------------------------
                     Name:  Mark E. Gleason
                     Title: Director

                  by /s/ Cassandra Droogan
                     -------------------------------------------------
                     Name:  Cassandra Droogan
                     Title: Associate



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

                  DEUTSCHE BANK AG, NEW YORK BRANCH

                  by /s/ Michael Dietz
                     -----------------------------------
                     Name:  Michael Dietz
                     Title: Director

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



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

                         DRESDNER BANK AG NEW YORK AND
Name of Institution:     GRAND CAYMAN BRANCHES

                  by /s/ Richard J. Sweeney
                     --------------------------------------------------
                     Name: Richard J. Sweeney
                     Title: Vice President

                  by /s/ Sanjeev Malhotra
                     --------------------------------------------------
                     Name: Sanjeev Malhotra
                     Title: Associate



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution:  Fifth Third Bank

                  by /s/ Martin H. McGinty
                     --------------------------------------------
                     Name:  Martin H. McGinty
                     Title: Vice President



                                                   LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution:   IKB Capital Corporation

                  by /s/ Wolfgang Boeker
                     -----------------------------------
                     Name: Wolfgang Boeker
                     Title: Senior Vice President



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution:    JPMORGAN CHASE BANK

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



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution:    KBC BANK N.V.

                  by /s/ Rik Scheerlinck             /s/ William Cavanaugh
                     ---------------------------------------------------------
                     Name: Rik Scheerlinck           Name: William Cavanaugh
                     Title: Sr. Vice President &     Title: Vice President
                            General Manager



                                                   LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution:      KeyBank National Association

                  by /s/ W. Robert Perkins
                     --------------------------------------------
                     Name:  W. Robert Perkins
                     Title: Vice President



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution:    Mizuho Corp. Bank, Ltd., NY Branch

                  by /s/ Robert P. Gallagher, Jr.
                     ----------------------------------------
                     Name:  Robert P. Gallagher, Jr.
                     Title: VP & Team Leader



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                           GOODYEAR DUNLOP TIRES
                                                    EUROPE B.V.; GOODYEAR DUNLOP
                                                    TIRES GERMANY GMBH; GOODYEAR
                                                  GMBH & CO KG; DUNLOP GMBH & CO
                                                   KG; GOODYEAR LUXEMBOURG TIRES
                                                   SA; the LENDERS party hereto;
                                                         JPMORGAN CHASE BANK, as
                                      Administrative Agent and Collateral Agent;
                                            and DEUTSCHE BANK AG, as Syndication
                                                                          Agent.

Name of Institution: Natexis Banques Populaires

by /s/ Nicolas Regent
   --------------------------------------------
   Name:  Nicolas Regent
   Title: Vice President Multinational Group

by
   /s/ Pieter J. von Tulder
   --------------------------------------------
   Name:  Pieter J. von Tulder
   Title: Vice President & Manager
          Multinational Group



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution: National City Bank

                  by /s/ Robert S. Coleman
                     -----------------------------------------------------
                     Name:  Robert S. Coleman
                     Title: Senior Vice President



                                                   LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution: The Northern Trust Company

                  by /s/ Craig Smith
                     -----------------------------------
                     Name:  Craig Smith
                     Title: Vice President



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution: Royal Bank Of Canada

                  by /s/ Scott Umbs
                     --------------------------------------------
                     Name:  Scott Umbs
                     Title: Manager



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution: SOCIETE GENERALE

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



                                                    LENDER SIGNATURE PAGE TO THE
                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution: SUMITOMO MITSUI BANKING CORPORATION

                  by /s/ Leo E. Pagarigan
                     --------------------------------------------
                     Name:  Leo E. Pagarigan
                     Title: Senior Vice President



                                                     CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution: STANDARD CHARTERED BANK

                  by /s/ Neil McCauley
                     -----------------------------------
                     Name:  Neil Mccauley
                     Title: Executive Vice President

                  by /s/ Marc Chait
                     -----------------------------------
                     Name:  Marc Chait
                     Title: Senior Vice President



                                                      CREDIT AGREEMENT among THE
                                                 GOODYEAR TIRE & RUBBER COMPANY;
                                                    GOODYEAR DUNLOP TIRES EUROPE
                                                     B.V.; GOODYEAR DUNLOP TIRES
                                                   GERMANY GMBH; GOODYEAR GMBH &
                                                     CO KG; DUNLOP GMBH & CO KG;
                                                   GOODYEAR LUXEMBOURG TIRES SA;
                                              the LENDERS party hereto; JPMORGAN
                                         CHASE BANK, as Administrative Agent and
                                             Collateral Agent; and DEUTSCHE BANK
                                                       AG, as Syndication Agent.

Name of Institution: TAIPEIBANK, NEW YORK AGENCY

                  by /s/ Sophia Jing
                     --------------------------------------------
                     Name:  Sophia Jing
                     Title: Vice President & General Manager



                               LENDER SIGNATURE PAGE TO THE CREDIT
                               AGREEMENT dated as of March ____,2003, among THE
                               GOODYEAR TIRE & RUBBER COMPANY;
                               GOODYEAR DUNLOP TIRES EUROPE B.V.;
                               GOODYEAR DUNLOP TIRES GERMANY GMBH;
                               GOODYEAR GMBH & CO KG; DUNLOP GMBH &
                               CO KG; GOODYEAR LUXEMBOURG TIRES SA; the
                               LENDERS party hereto; JPMORGAN CHASE BANK,
                               As administrative Agent and Collateral Agent; and
                               DEUTSCHE BANK AG, as Syndication Agent.

Name of Institution: WACHOVIA BANK, NATIONAL ASSOCIATION

                 by  /s/TOM BOHRER
                     --------------------------------------------
                     Name: TOM BOHRER
                     Title: Director

EX-4.4

                                                                     EXHIBIT 4.4

                                                               EXECUTION VERSION

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

                    TERM LOAN AND REVOLVING CREDIT AGREEMENT

                                   dated as of

                                 March 31, 2003

                                      among

                       THE GOODYEAR TIRE & RUBBER COMPANY,
                                  as Borrower,

                            The Lenders Party Hereto,

                              JPMORGAN CHASE BANK,
                            as Administrative Agent,

                               CITICORP USA, INC.,
                              as Syndication Agent,

                             BANK OF AMERICA, N.A.,
                             as Documentation Agent,

                      THE CIT GROUP/BUSINESS CREDIT, INC.,
                             as Documentation Agent

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                             as Documentation Agent

      J.P. MORGAN SECURITIES INC.,              SALOMON SMITH BARNEY INC.,
         as Joint Lead Arranger                   as Joint Lead Arranger
          and Joint Bookrunner                     and Joint Bookrunner

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



                               TABLE OF CONTENTS



                                                                                  Page
                                                                                  ----
                                                                               
                                   ARTICLE I.

                                   Definitions

SECTION 1.01. Defined Terms.....................................................    1
SECTION 1.02. Classification of Loans and Borrowings............................   34
SECTION 1.03. Foreign Currency Translation......................................   34
SECTION 1.04. Terms Generally...................................................   34
SECTION 1.05. Accounting Terms; GAAP............................................   35

                                   ARTICLE II.

                                   The Credits

SECTION 2.01. Commitments.......................................................   35
SECTION 2.02. Loans and Borrowings..............................................   35
SECTION 2.03. Requests for Borrowing............................................   36
SECTION 2.04. Funding of Borrowings.............................................   37
SECTION 2.05. Interest Elections................................................   37
SECTION 2.06. Termination of Commitments; Reductions of Commitments.............   39
SECTION 2.07. Repayment of Loans; Evidence of Debt..............................   39
SECTION 2.08. Prepayment of Loans...............................................   40
SECTION 2.09. Fees..............................................................   41
SECTION 2.10. Interest..........................................................   42
SECTION 2.11. Alternate Rate of Interest........................................   42
SECTION 2.12. Increased Costs...................................................   43
SECTION 2.13. Break Funding Payments............................................   44
SECTION 2.14. Taxes.............................................................   45
SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Setoffs........   46
SECTION 2.16. Mitigation Obligations; Replacement of Lenders....................   47

                                  ARTICLE III.

                         Representations and Warranties

SECTION 3.01. Organization; Powers..............................................   48




                                                                               2

                                                                               
SECTION 3.02. Authorization; Enforceability.....................................   49
SECTION 3.03. Governmental Approvals; No Conflicts..............................   49
SECTION 3.04. Financial Statements; No Material Adverse Change..................   49
SECTION 3.05. Litigation and Environmental Matters..............................   50
SECTION 3.06. Compliance with Laws and Agreements...............................   50
SECTION 3.07. Investment and Holding Company Status.............................   50
SECTION 3.08. ERISA.............................................................   50
SECTION 3.09. Disclosure........................................................   51
SECTION 3.10. Security Interests................................................   51
SECTION 3.11. Use of Proceeds. The proceeds of the Loans will be used only
                for the purposes referred to in the preamble to this Agreement..   52

                                   ARTICLE IV.

                                   Conditions

SECTION 4.01. Effective Date....................................................   52
SECTION 4.02. Each Credit Event.................................................   55

                                   ARTICLE V.

                              Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information........................   56
SECTION 5.02. Notices of Defaults...............................................   58
SECTION 5.03. Existence; Conduct of Business....................................   58
SECTION 5.04. Maintenance of Properties.........................................   58
SECTION 5.05. Books and Records; Inspection and Audit Rights; Access Rights.....   58
SECTION 5.06. Compliance with Laws..............................................   59
SECTION 5.07. Insurance.........................................................   59
SECTION 5.08. Guarantees and Collateral.........................................   60
SECTION 5.09. Borrowing Base Certificate........................................   61

                                   ARTICLE VI.

                               Negative Covenants

SECTION 6.01. Indebtedness and Preferred Equity Interests.......................   61
SECTION 6.02. Liens.............................................................   64
SECTION 6.03. Sale and Leaseback Transactions...................................   66
SECTION 6.04. Fundamental Changes...............................................   66
SECTION 6.05. Investments, Loans, Advances and Guarantees.......................   66





                                                                               3

                                                                               
SECTION 6.06. Asset Dispositions................................................   69
SECTION 6.07. Restricted Payments...............................................   70
SECTION 6.08. Capital Expenditures..............................................   71
SECTION 6.09. Interest Expense Coverage Ratio...................................   71
SECTION 6.10. Consolidated Net Worth............................................   71

                                  ARTICLE VII.

                                Events of Default

                                  ARTICLE VIII.

                                   The Agents

                                   ARTICLE IX.

                                  Miscellaneous

SECTION 9.01. Notices...........................................................   77
SECTION 9.02. Waivers; Amendments; Increase of Commitments and Addition of
                Term or Revolving Tranches......................................   77
SECTION 9.03. Expenses; Indemnity; Damage Waiver................................   80
SECTION 9.04. Successors and Assigns............................................   81
SECTION 9.05. Survival..........................................................   85
SECTION 9.06. Counterparts; Integration; Effectiveness..........................   85
SECTION 9.07. Severability......................................................   85
SECTION 9.08. Right of Setoff...................................................   86
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process........   86
SECTION 9.10. WAIVER OF JURY TRIAL..............................................   87
SECTION 9.11. Headings..........................................................   87
SECTION 9.12. Confidentiality...................................................   87
SECTION 9.13. Interest Rate Limitation..........................................   88
SECTION 9.14. Security Documents................................................   88



SCHEDULES:

Schedule 1.01    -- Consent Subsidiaries
Schedule 2.01    -- Commitments
Schedule 3.10(b) -- Material Trademarks
Schedule 6.01    -- Existing Indebtedness
Schedule 6.02    -- Existing Liens



                                                                               4

Schedule 6.06    -- Asset Dispositions

EXHIBITS:

Exhibit A   -- Form of Borrowing Request
Exhibit B   -- Form of Interest Election Request
Exhibit C   -- Form of Promissory Note
Exhibit D   -- Form of Assignment and Assumption
Exhibit E   -- Form of Borrowing Base Certificate
Exhibit F-1 -- Form of Opinion of Borrower's Outside Counsel
Exhibit F-2 -- Form of Opinion of Borrower's General Counsel
Exhibit G   -- Form of Master Guarantee and Collateral Agreement



                              TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as
                         of March 31, 2003 (this "Agreement"), among THE
                         GOODYEAR TIRE & RUBBER COMPANY; the LENDERS party
                         hereto; JPMORGAN CHASE BANK, as Administrative Agent;
                         CITICORP USA, INC., as Syndication Agent; BANK OF
                         AMERICA, N.A., as Documentation Agent; THE CIT
                         GROUP/BUSINESS CREDIT, INC., as Documentation Agent;
                         and GENERAL ELECTRIC CAPITAL CORPORATION, as
                         Documentation Agent.

                  As part of a refinancing and restructuring of certain bank
credit and receivables securitization facilities of the Borrower and the
Subsidiaries (the "Refinancing"), the Borrower has requested the Lenders, and
the Lenders are willing, to extend credit to the Borrower in the form of (a)
Term Loans on the Effective Date in an aggregate principal amount not in excess
of $800,000,000 and (b) Revolving Loans on the date hereof and at any time and
from time to time prior to the Maturity Date in an aggregate principal amount
not in excess of $500,000,000 at any time outstanding. The Lenders are willing
to extend such credit to the Borrower on the terms and subject to the conditions
herein set forth. The proceeds of the Term Loans and the Revolving Loans will be
used for general corporate purposes of the Borrower and the Subsidiaries.

                  Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

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

                  "ABL Facilities Collateral" has the meaning assigned to such
term in the Guarantee and Collateral Agreement.

                  "ABL Facilities Grantor" has the meaning assigned to such term
in the Guarantee and Collateral Agreement.

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "Access Agreement" means a written agreement granting access
rights with respect to any Accounts or Inventory of the Borrower or any of the
other Grantors



                                                                               2

located at any third party location, in form and substance reasonably
satisfactory to the Administrative Agent.

                  "Account" has the meaning specified in the UCC.

                  "Account Debtor" means the Person who is primarily obligated
under, with respect to or on account of an Account.

                  "Accounts Receivable Reserves" means, on any date, an amount
(calculated in accordance with the current and historical accounting practices
of the Borrower) equal to the sum of reserves for volume rebates, cash
discounts, Federal excise taxes and warranties maintained on the Borrower's
general ledger with respect to Eligible Accounts Receivable, in each case
without duplication of any amounts that are included in the Dilution Factors for
such period or excluded from the value of Eligible Accounts Receivable pursuant
to the definition thereof, and each such reserve to be subject to adjustment by
the Administrative Agent or the Majority Lenders in their discretion (not to be
exercised unreasonably) based on the results of collateral and borrowing base
evaluations and monitoring conducted by the Administrative Agent and its
designated representatives. Any such adjustment by the Administrative Agent or
the Majority Lenders shall be made by written notice to the Borrower setting
forth in reasonable detail the basis for such adjustment, and shall become
effective for purposes of the first Borrowing Base Certificate that is delivered
pursuant to Section 5.09 at least five Business Days after the date of receipt
by the Borrower of such written notice.

                  "Additional Inventory Reserves" means, on any date, an amount
equal to the sum of the following reserves established by the Administrative
Agent with respect to Eligible Inventory, without duplication of any deductions
made pursuant to the definitions of "Eligible Inventory", "Inventory Reserves"
and "Inventory Value":

                  (a) a reserve for "slow moving" Eligible Inventory equal to
         75% of the amount in excess of a 12 month supply on hand;

                  (b) a reserve for (i) private label Eligible Inventory
         relating to the North America Tire Division and (ii) private label
         Eligible Inventory relating to the Engineered Products Division;

                  (c) a reserve for freight, duties and insurance for Eligible
         Inventory representing in transit Inventory equal to $5,000,000;

                  (d) a reserve for shrink or discrepancies that arise
         pertaining to Eligible Inventory quantities on hand between the
         Borrower's perpetual accounting system and physical counts of the
         Eligible Inventory which will be equal to the amount of any such
         discrepancy, if any, that is in excess of 2.0%; and



                                                                               3

                  (e) any other reserve as deemed appropriate by the
         Administrative Agent or the Majority Lenders in their discretion (not
         to be exercised unreasonably) based on the results of collateral and
         borrowing base evaluations and monitoring conducted by the
         Administrative Agent and its designated representatives.

                  The reserves described in clauses (a), (b), (c), (d) and (e)
above shall be subject to adjustment (and, in the case of clause (e),
establishment) by the Administrative Agent or the Majority Lenders in their
discretion (not to be exercised unreasonably) based on the results of collateral
and borrowing base evaluations and monitoring conducted by the Administrative
Agent and its designated representatives. Any such adjustment or the
establishment of a reserve pursuant to clause (e) by the Administrative Agent or
the Majority Lenders shall be made by written notice to the Borrower setting
forth in reasonable detail the basis for such adjustment or reserve, and shall
become effective for purposes of the first Borrowing Base Certificate that is
delivered pursuant to Section 5.09 at least five Business Days after the date of
receipt by the Borrower of such written notice.

                  "Adjusted Eligible Accounts Receivable" means, on any date, an
amount equal to (a) Eligible Accounts Receivable minus (b) the sum of, without
duplication, (i) the Dilution Reserve and (ii) the Accounts Receivable Reserves.

                  "Adjusted Eligible Finished Goods" means, on any date and with
respect to any division of the Borrower, an amount equal to (a) Eligible
Finished Goods relating to such division minus (b) the Inventory Reserves with
respect to the Eligible Inventory included in such Eligible Finished Goods minus
(c) the Additional Inventory Reserves with respect to the Eligible Inventory
included in such Eligible Finished Goods.

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Agent" means JPMCB, in its capacity as
administrative agent for the Lenders hereunder, and its successors in such
capacity.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

                  "Agents" means the Administrative Agent and the Collateral
Agent.



                                                                               4

                  "Alternate Base Rate" means, for any day, a rate per annum
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%. Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

                  "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

                  "Approved Fund" means (a) with respect to any Lender, a CLO
managed by such Lender or by an Affiliate of such Lender and (b) with respect to
any Lender that is a fund which invests in bank loans and similar extensions of
credit, any other fund that invests in bank loans and similar extensions of
credit and is managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

                  "Arrangers" means J.P. Morgan Securities Inc. and Salomon
Smith Barney Inc., as Joint Lead Arrangers and Joint Bookrunners for the credit
facilities established by this Agreement.

                  "Assignment and Assumption" means an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit D or any other form approved by the Administrative Agent.

                  "Attributable Debt" means, with respect to any Sale and
Leaseback Transaction, the present value (computed in accordance with GAAP and,
in the case of a Sale and Leaseback Transaction that does not result in Capital
Lease Obligations, as if the obligations incurred in connection with such Sale
and Leaseback Transaction were Capital Lease Obligations) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale and Leaseback Transaction (including any period for
which such lease has been extended). In the case of any lease which is
terminable by the lessee upon payment of a penalty, the Attributable Debt shall
be the lesser of (i) the Attributable Debt determined assuming termination upon
the first date such lease may be terminated (in which case the Attributable Debt
shall also include the amount of the penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated) and (ii) the Attributable Debt determined assuming no such
termination.

                  "Availability Block" means an amount equal to $50,000,000.



                                                                               5

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

                  "Borrower" means The Goodyear Tire & Rubber Company, an Ohio
corporation.

                  "Borrowing" means Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect.

                  "Borrowing Base" means, at the time of any determination, an
amount equal to the sum of, without duplication, (a) 85% of Adjusted Eligible
Accounts Receivable and (b) (i) if the Effective Advance Rate is equal to or
greater than the percentage equal to 85% of the Recovery Rate, 85% multiplied by
the Recovery Rate multiplied by the Inventory Value of all Inventory of the
Borrower and each other Grantor or (ii) if the Effective Advance Rate is less
than the percentage equal to 85% of the Recovery Rate, (A) the sum of (x) 35% of
Eligible Raw Materials plus (y) 65% of Adjusted Eligible Finished Goods relating
to the North American Tire Division plus (z) 60% of Adjusted Eligible Finished
Goods relating to the Retail Division, the Engineered Products Division, the
Chemical Products Division and the Wingfoot Division, respectively, minus (B)
the Rent Reserve, minus (C) the Priority Payables Reserve (the amount in clause
(ii) collectively, the "Inventory Advance Amount"). The Borrowing Base at any
time shall be determined by reference to the most recent Borrowing Base
Certificate delivered to the Administrative Agent pursuant to Section 5.09.
Subject to the provisions of Section 9.02(b)(ix), standards of eligibility and
reserves relating to the components of the Borrowing Base may be revised and
adjusted from time to time by the Administrative Agent or the Majority Lenders
in their discretion (not to be exercised unreasonably) based on the results of
collateral and borrowing base evaluations and monitoring conducted by the
Administrative Agent and its designated representatives. Any such revision or
adjustment by the Administrative Agent or the Majority Lenders shall be made by
written notice to the Borrower setting forth in reasonable detail the basis for
such revision or adjustment, and shall become effective for purposes of the
first Borrowing Base Certificate that is delivered pursuant to Section 5.09 at
least five Business Days after the date of receipt by the Borrower of such
written notice.

                  "Borrowing Base Availability" means, at the time of any
determination, an amount equal to (a) the lesser of (i) the Borrowing Base at
such time and (ii) the aggregate amount of the Commitments at such time, minus
(b) the Availability Block.

                  "Borrowing Base Certificate" means a certificate substantially
in the form of Exhibit E hereto (with such changes therein as may be reasonably
requested by the Administrative Agent from time to time to reflect the
components of and reserves against the Borrowing Base as provided for hereunder
from time to time), executed and certified on behalf of the Borrower as accurate
and complete in all material respects by a Financial Officer of the Borrower,
which shall include appropriate exhibits, schedules, supporting



                                                                               6

documentation and additional reports as (a) outlined in Exhibit E hereto, (b)
reasonably requested by the Administrative Agent and (c) provided for in Section
5.09.

                  "Borrowing Request" means a request by the Borrower for a
Borrowing in accordance with Section 2.03 in substantially the form of Exhibit A
hereto.

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

                  "Canadian Benefit Plans" means all material employee benefit
plans of any nature or kind whatsoever that are not Canadian Pension Plans and
are maintained or contributed to by any Credit Party having employees in Canada.

                  "Canadian Dollars" refers to lawful money of Canada.

                  "Canadian Pension Plans" means each plan which is a registered
pension plan within the meaning of the Income Tax Act (Canada).

                  "Canadian Security Agreements" has the meaning assigned to
such term in the Guarantee and Collateral Agreement.

                  "Capital Expenditures" means, for any period, (a) the
additions to property, plant and equipment and other capital expenditures of the
Borrower and the Subsidiaries that are (or would be) set forth in a statement of
cash flows of the Borrower and its Consolidated Subsidiaries for such period
prepared in accordance with GAAP, excluding capitalized software expenses, and
(b) Capital Lease Obligations incurred by the Borrower and its Consolidated
Subsidiaries during such period (other than any such Capital Lease Obligations
that shall relate to assets acquired in transactions reflected in Capital
Expenditures for any earlier period). For purposes of this definition, (i) the
purchase price of equipment or other fixed assets that are purchased
simultaneously with the trade-in of existing assets or with insurance proceeds
shall be included in Capital Expenditures only to the extent of the gross amount
by which such purchase price exceeds the credit granted by the seller of such
assets for the assets being traded in at such time or the amount of such
insurance proceeds, as the case may be, and (ii) acquisitions permitted by
Section 6.05(e) shall be excluded.

                  "Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.



                                                                               7

                  "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934, as amended, and the
rules of the United States Securities and Exchange Commission thereunder as in
effect on the date hereof), of Equity Interests representing more than 50% of
the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower; or (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Borrower by Persons
who were neither (i) directors on the date hereof or nominated by the board of
directors of the Borrower nor (ii) appointed by directors so nominated.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.12(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

                  "Chemical Products Division" means those standard business
units of the Borrower and the other Grantors classified as the "Chemical
Products Division" on the Borrower's perpetual inventory records.

                  "Class" when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans or Term Loans and, when used in reference to any Commitment,
refers to whether such Commitment is a Revolving Commitment or Term Loan
Commitment.

                  "CLO" means any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Lender or an Affiliate of
such Lender.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "Collateral" means that portion of the "Collateral", as
defined in the Guarantee and Collateral Agreement, that secures the Obligations.

                  "Collateral Agent" means JPMCB, in its capacity as collateral
agent for the Lenders under the Guarantee and Collateral Agreement and the other
Security Documents.

                  "Commitment" means a Revolving Commitment or a Term Loan
Commitment, or any combination thereof (as the context requires).



                                                                               8

                  "Consent Subsidiary" means (a) any Subsidiary listed on Part I
or Part II of Schedule 1.01 and (b) any Subsidiary not on Schedule 1.01A or
formed or acquired after the Effective Date in respect of which (A) the consent
of any Person other than the Borrower or any Wholly Owned Subsidiary is required
by applicable law or the terms of any organizational document of such Subsidiary
or other agreement of such Subsidiary or an Affiliate of such Subsidiary in
order for such Subsidiary to execute the Guarantee and Collateral Agreement as
an ABL Facilities Grantor or a Subsidiary Guarantor and perform its obligations
thereunder, and (B) the Borrower endeavored in good faith to obtain such
consents and such consents shall not have been obtained. Notwithstanding the
foregoing, no Subsidiary shall be a Consent Subsidiary at any time that it is a
guarantor of, or has provided any collateral to secure, Indebtedness for
borrowed money of the Borrower, and any Consent Subsidiary (including a Consent
Subsidiary listed in Part I or Part II of Schedule 1.01) that at any time ceases
to meet the test set forth in clause (A) shall cease to be a Consent Subsidiary.

                  "Consolidated EBITDA" means, for any period, Consolidated Net
Income for such period plus (a) without duplication and to the extent deducted
in determining such Consolidated Net Income, the sum of (i) Consolidated
Interest Expense for such period, (ii) income tax expense for such period, (iii)
all amounts attributable to depreciation and amortization for such period, (iv)
all non-cash non-recurring charges for such period, (v) all Rationalization
Charges for such period, (vi) other expense for such period, (vii) equity in
losses of affiliates for such period, (viii) foreign exchange currency losses
for such period and (ix) minority interest in net income of subsidiaries for
such period, minus (b) without duplication, to the extent included in
determining such Consolidated Net Income (except with respect to (ii) and (iii)
below), (i) any non-cash extraordinary gains for such period, (ii) cash
expenditures (other than Rationalization Charges) during such period in respect
of items that resulted in non-cash non-recurring charges during any prior period
after the date hereof, (iii) Excess Cash Rationalization Charges, (iv) other
income for such period, (v) equity in earnings of affiliates for such period,
(vi) foreign exchange currency gains for such period and (vii) minority interest
in net losses of subsidiaries for such period, all determined on a consolidated
basis in accordance with GAAP. Each item referred to in this definition and not
defined elsewhere in this Agreement will be computed by a method consistent with
that used in preparing the financial statements referred to in Section 3.04.

                  "Consolidated Interest Expense" means, for any period, the
sum, without duplication, of (a) the consolidated interest expense (including
imputed interest expense in respect of Capital Lease Obligations and excluding
fees and other origination costs included in interest expense and arising from
Indebtedness incurred at any time) of the Borrower and its Consolidated
Subsidiaries for such period, determined in accordance with GAAP but excluding
capitalized interest, (b) all cash dividends paid during such period in respect
of Permitted Preferred Stock and (c) all finance expense related to
Securitization Transactions, excluding amortization of origination and other
fees.



                                                                               9

                  "Consolidated Net Income" means, for any period, the net
income or loss of the Borrower and its Consolidated Subsidiaries for such period
determined in accordance with GAAP.

                  "Consolidated Net Worth" means, as of the last day of any
fiscal quarter, the sum for the Borrower of (a) the stated value of outstanding
common stock, (b) capital surplus and (c) retained earnings, excluding for
purposes of such calculation the effect of (i) all non-cash non-recurring
charges, and all non-cash Rationalization Charges and (ii) all losses and gains
on sales of assets other than in the ordinary course of business and all other
non-cash non-recurring gains, in each case in (i) and (ii) above after December
31, 2002.

                  "Consolidated Revenue" means, for any period, the revenues of
the Borrower and its Consolidated Subsidiaries for such period, determined in
accordance with GAAP.

                  "Consolidated Senior Secured Indebtedness" means, for any
period, the sum for the Borrower and its Consolidated Subsidiaries for such
period, without duplication, of (a) all Indebtedness that is included on the
Borrower's consolidated balance sheet and is secured by any assets of the
Borrower or a Consolidated Subsidiary, (b) all Capital Lease Obligations and (c)
all synthetic lease financings, (d) all Indebtedness of South Pacific Tyres that
is secured by any of its assets or assets of the Borrower or a Consolidated
Subsidiary and (e) all Securitization Transactions, all determined in accordance
with GAAP. For purposes of computing Consolidated Senior Secured Indebtedness,
the amount of any synthetic lease financing shall equal the amount that would be
capitalized in respect of such lease if it were a Capital Lease Obligation.

                  "Consolidated Subsidiary" means, at any date, each Subsidiary
the accounts of which would be consolidated with those of the Borrower in the
Borrower's consolidated financial statements in accordance with GAAP.

                  "Consolidated Total Assets" means, at any date, the total
assets of the Borrower and its Consolidated Subsidiaries, determined in
accordance with GAAP.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Credit Documents" means this Agreement, any promissory notes
delivered pursuant to Section 2.07(e), the Security Documents and, for purposes
of Articles III, IV and VII only, each Borrowing Base Certificate delivered
pursuant to Section 5.09.



                                                                              10

                  "Credit Party" means the Borrower, each Subsidiary Guarantor
and each Grantor.

                  "Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

                  "Deposit Account" has the meaning assigned to such term in the
Guarantee and Collateral Agreement.

                  "Deposit Account Institution" has the meaning assigned to such
term in the Guarantee and Collateral Agreement.

                  "Dilution Factors" means, with respect to any period, the
aggregate amount recorded (in a manner consistent with current and historical
accounting practices of the Borrower) to reduce Eligible Accounts Receivable on
account of deductions, credit memos (net of related re-bills), returns,
incorrect billings, adjustments, allowances, bad debt write-offs and other
non-cash credits, in each case without duplication of any amounts relating to
reserves for volume rebates or cash discounts or any other items that are
included in the Accounts Receivable Reserves for such period or excluded from
the value of Eligible Accounts Receivable pursuant to the definition thereof.

                  "Dilution Ratio" means, on any date, the amount (expressed as
a percentage) equal to (a) the aggregate amount of the applicable Dilution
Factors for the 12 most recently ended fiscal months divided by (b) total gross
sales for the 12 most recently ended fiscal months.

                  "Dilution Reserve" means, on any date, (a) the applicable
Dilution Ratio on such date multiplied by (b) (i) Eligible Accounts Receivable
on such date minus (ii) the Accounts Receivable Reserves on such date.

                  "Disclosure Documents" means (a) the Information Memorandum,
(b) reports of the Borrower on Forms 10-K, 10-Q and 8-K, and any amendments
thereto, that shall have been (i) filed with the Securities and Exchange
Commission on or prior to March 21, 2003, or (ii) filed with the Securities and
Exchange Commission after such date and prior to the Effective Date and
delivered to the Administrative Agent, and (c) the draft Report of the Borrower
on Form 10-K for the fiscal year ended December 31, 2002, delivered to the
Lenders prior to the date hereof, as such Report shall have been modified by any
subsequent draft of such Report delivered to the Administrative Agent prior to
the Effective Date.

                  "Documentation Agent" means each of Bank of America, N.A., The
CIT Group/Business Credit, Inc. and General Electric Capital Corporation, in its
capacity as documentation agent hereunder.



                                                                              11

                  "dollars" or "$" refers to lawful money of the United States
of America.

                  "Domestic Subsidiary" means any Subsidiary that is not a
Foreign Subsidiary.

                  "Effective Advance Rate" means, on any date, the percentage
equal to the Inventory Advance Amount on such date divided by the Inventory
Value of all Inventory of the Borrower and each other Grantor on such date.

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                  "Eligible Accounts Receivable" means, at the time of any
determination, each Account that satisfies the following criteria at the time of
such determination: such Account (a) has been invoiced to, and represents the
bona fide amounts due to the Borrower or another Grantor from, the purchaser of
goods or services, in each case originated in the ordinary course of business of
the Borrower or such Grantor and (b) is not ineligible for inclusion in the
calculation of the Borrowing Base pursuant to any of clauses (i) through (xxii)
below or otherwise deemed by the Administrative Agent or the Majority Lenders in
their discretion (not to be exercised unreasonably) to be ineligible for
inclusion in the calculation of the Borrowing Base based on the results of
collateral and borrowing base evaluations and monitoring conducted by the
Administrative Agent and its designated representatives; any such decision by
the Administrative Agent or the Majority Lenders shall be made by written notice
to the Borrower setting forth in reasonable detail the basis for such decision,
and shall become effective for purposes of the first Borrowing Base Certificate
that is delivered pursuant to Section 5.09 at least five Business Days after the
date of receipt by the Borrower of such written notice. Without limiting the
generality of foregoing, to qualify as Eligible Accounts Receivable an Account
shall indicate no Person other than the Borrower or another Grantor as payee or
remittance party. In determining the amount to be so included, the face amount
of an Account shall be reduced by, without duplication, to the extent not
reflected in such face amount, (a) the amount of all accrued and actual
discounts, claims, credits or credits pending, promotional program allowances,
price adjustments, finance charges or other allowances (including any amount
that the Borrower or another Grantor may be obligated to rebate to a customer
pursuant to the terms of any agreement or understanding (written or oral)), in
each case without duplication of any amounts that are included in the Accounts
Receivable Reserves or the Dilution Factors for such period, (b) the aggregate
amount of all limits and deductions provided for in this definition and (c) the
aggregate amount of all cash received in respect of such Account but not yet
applied by the Borrower or another Grantor to reduce the amount of such Account.
Standards of eligibility may be fixed from time to time by the Administrative
Agent or the Majority Lenders in their discretion (not to be exercised
unreasonably) based on the results of collateral and borrowing base evaluations
and monitoring conducted by the Administrative Agent and its designated
representatives. Any changes to such standards by the Administrative Agent or
the Majority Lenders shall be made by written notice to



                                                                              12

the Borrower setting forth in reasonable detail the basis for such change, and
shall become effective for purposes of the first Borrowing Base Certificate that
is delivered pursuant to Section 5.09 at least five Business Days after the date
of receipt by the Borrower of such written notice. Unless otherwise approved
from time to time in writing by the Administrative Agent, an Account shall not
be an Eligible Account Receivable (or, in the case of clauses (vii) and (xv)
below, the affected portion of such Account shall be deemed not to be an
Eligible Account Receivable) if, without duplication:

                  (i) the Borrower or another Grantor does not have good and
         valid title to such Account; or

                  (ii) such Account (x) is unpaid more than 60 days from the
         original due date or (y) has been written off the books of the Borrower
         or another Grantor or has been otherwise designated on such books as
         uncollectible; or

                  (iii) more than 35% in face amount of all Accounts of the same
         Account Debtor (x) are unpaid more than 60 days from the original due
         date or (y) have been written off the books of the Borrower or another
         Grantor or have been otherwise designated on such books as
         uncollectible; or

                  (iv) the Account Debtor is insolvent or the subject of any
         bankruptcy case or insolvency proceeding of any kind; or

                  (v) such Account is not payable in U.S. Dollars and/or
         Canadian Dollars, the Account Debtor is not located inside the United
         States or Canada, the Account Debtor does not have significant assets
         inside the United States or Canada or the enforceability of such
         Account is not governed by the laws of the United States or Canada or
         any of their respective states, provinces, territories or possessions
         or any political subdivision of any thereof; or

                  (vi) the Account Debtor is the United States of America or
         Canada or any department, agency or instrumentality thereof, unless the
         Borrower or the other applicable Grantor duly assigns its rights to
         payment of such Account to the Administrative Agent pursuant to the
         Assignment of Claims Act of 1940, as amended, or the Financial
         Administration Act (Canada), as amended, as applicable, which
         assignment and related documents and filings shall be in form and
         substance satisfactory to the Administrative Agent; or

                  (vii) to the extent of any security deposit, progress payment,
         retainage or other similar advance made by or for the benefit of the
         applicable Account Debtor to which such Account is subject; or

                  (viii) such Account (x) is not subject to a valid and
         perfected first priority Lien in favor of the Administrative Agent for
         the benefit of the Secured Parties to the extent that such a Lien may
         be perfected by filing UCC financing statements



                                                                              13

         or making such other personal property security filings or
         registrations as may be required under the laws of the applicable
         jurisdiction in which such Account Debtor is located or has its
         principal place of business or domicile (for the purposes of the Quebec
         Civil Code), subject to no other Liens other than Permitted
         Encumbrances (other than those described in clause (f) of the
         definition thereof) or (y) does not otherwise conform in all material
         respects to the applicable representations and warranties contained in
         the Credit Documents; or

                  (ix) (x) such Account was invoiced or payment was received
         thereon (A) in advance of goods or services provided or (B) more than
         once or (y) the associated income has not been earned; or

                  (x) such Account is a note receivable, non-trade Account or
         relates to payments for rent or interest; or

                  (xi) the sale to the Account Debtor is on a bill-and-hold,
         sale on approval or consignment (it being understood and agreed that an
         Account that arises in connection with a sale of such goods by the
         consignee thereof shall not be deemed to be ineligible by reason of
         this clause (xi)) or other similar basis or made pursuant to any other
         agreement (other than an ordinary course customer warranty) providing
         for repurchases or return of any merchandise which has been claimed to
         be defective or otherwise unsatisfactory; or

                  (xii) the goods giving rise to such Account have not been
         shipped and title has not been transferred to the Account Debtor or
         such Account represents a progress-billing; for purposes hereof,
         progress-billing means any invoice for goods sold or leased or services
         rendered under a contract or agreement pursuant to which the Account
         Debtor's obligation to pay such invoice is conditioned upon the
         Borrower's or the other applicable Grantor's completion of any further
         performance under such contract or agreement; or

                  (xiii) such Account arises out of a sale made by the Borrower
         or another Grantor to an Affiliate (other than an Eligible Affiliate)
         of the Borrower or such Grantor; or

                  (xiv) such Account was created by the Borrower or another
         Grantor as a new receivable for the unpaid portion of an outstanding
         Account; or

                  (xv) the Account Debtor (x) is a creditor, (y) has or has
         asserted a right of set-off against the Borrower or another Grantor
         with respect to such Account (unless such Account Debtor has entered
         into a written agreement reasonably acceptable to the Administrative
         Agent to waive such set-off rights) or (z) has disputed its liability
         (whether by chargeback, dispute or otherwise) or made any asserted or
         unasserted claim with respect to such Account or any other Account of
         the Borrower or such other Grantor (as applicable) which has not been
         resolved,



                                                                              14

         in each case, without duplication, to the extent of the amount owed by
         the Borrower or such other Grantor (as applicable) to the Account
         Debtor, the amount of such actual or asserted right of set-off or the
         amount of such dispute or claim, as the case may be; or

                  (xvi) such Account does not comply in all material respects
         with the requirements of all applicable laws and regulations, whether
         Federal, State, provincial or local, including the Federal Consumer
         Credit Protection Act, the Federal Truth in Lending Act and Regulation
         Z of the Board; or

                  (xvii) such Account is for goods that have been sold under a
         purchase order or pursuant to the terms of a contract or other
         agreement or understanding (written or oral) that indicates that any
         Person other than the Borrower or another Grantor has or has had or has
         purported to have or have had an ownership interest in such goods and
         in the Account resulting from the sale of such goods; or

                  (xviii) such Account is an extended terms account, which is
         not due and payable within 180 days from the original date of invoice;
         or

                  (xix) such Account is created on cash on delivery terms or is
         payment for freight claims; or

                  (xx) to the extent that such Account has been reclassified, as
         a result of a workout or other similar situation relating to the credit
         worthiness of the applicable Account Debtor, from an account receivable
         to a note receivable; or

                  (xxi) the Account Debtor has not been instructed by the
         Borrower or any of the other Grantors to pay such Account directly into
         a Deposit Account in the Lockbox System; or

                  (xxii) such Account relates to the Retail Division or
         Wingfoot, unless such Account meets certain criteria and is deemed
         eligible by the Administrative Agent in its sole discretion.

                  Notwithstanding the foregoing, at the time of any
determination of Eligible Accounts Receivable, an amount equal to all Eligible
Accounts Receivable of any single Account Debtor and its Affiliates which in the
aggregate exceed (a) 12% in respect of an Account Debtor whose unsecured short
term debt is rated A3 or better by Moody's or A- or better by Standard & Poor's,
(b) 6% in respect of an Account Debtor whose unsecured short term debt does not
have the rating described in clause (a) but are rated Investment Grade by either
Moody's or Standard & Poor's and (c) 3% in respect of any other Account Debtor,
in each case of the total amount of all Eligible Accounts Receivable at such
time of determination shall be deemed not to be Eligible Accounts Receivable to
the extent of such excess. In determining the aggregate amount of Accounts from
the same Account Debtor that are unpaid more than 60 days from the due



                                                                              15

date pursuant to clause (ii) above there shall be excluded the amount of any net
credit balances relating to Accounts with invoice dates more than 60 days from
the due date.

                  "Eligible Affiliate" means any Affiliate of the Borrower,
provided that (a) the Borrower or any of its other Affiliates does not Control
such Affiliate, (b) the Borrower and the Subsidiaries do not own, control or
hold, directly or indirectly, individually or in the aggregate, Equity Interests
of such Affiliate representing 50% or more of the equity or 50% or more of the
voting power or, in the case of a partnership, 50% or more of the general
partnership interests of such Affiliate, (c) the accounts of such Affiliate are
not consolidated with those of the Borrower in the Borrower's consolidated
financial statements (and are not required to be so consolidated in accordance
with GAAP), (d) each Account due to the Borrower or another Grantor from such
Affiliate requires payment for the goods sold or leased or the services rendered
to such Affiliate in cash and on terms that are no less favorable to the
Borrower or such Grantor, as the case may be, than those that could be obtained
at such time in arm's-length dealings with a Person who is not such an Affiliate
and (e) such Affiliate meets any other eligibility standard or requirement that
is imposed by the Administrative Agent or the Majority Lenders in their
discretion (not to be exercised unreasonably) based on the results of collateral
and borrowing base evaluations and monitoring conducted by the Administrative
Agent and its designated representatives; any changes to such standards or
requirements or the imposition of any additional standard or requirement by the
Administrative Agent or the Majority Lenders shall be made by written notice to
the Borrower setting forth in reasonable detail the basis for such change or
addition, and shall become effective for purposes of the first Borrowing Base
Certificate that is delivered pursuant to Section 5.09 at least five Business
Days after the date of receipt by the Borrower of such written notice.

                  "Eligible Finished Goods" means, on any date, the Inventory
Value of all Eligible Inventory of the Borrower and each other Grantor defined
as Finished Goods by the Borrower on such date as shown on the Borrower's
perpetual inventory records in accordance with its current and historical
accounting practices.

                  "Eligible Inventory" means, at the time of any determination
thereof, without duplication, the Inventory Value of the Inventory of the
Borrower and each other Grantor at the time of such determination that is not
ineligible for inclusion in the calculation of the Borrowing Base pursuant to
any of clauses (a) through (n) below or otherwise deemed by the Administrative
Agent or the Majority Lenders in their discretion (not to be exercised
unreasonably) to be ineligible for inclusion in the calculation of the Borrowing
Base based on the results of collateral and borrowing base evaluations and
monitoring conducted by the Administrative Agent and its designated
representatives; any such decision by the Administrative Agent or the Majority
Lenders shall be made by written notice to the Borrower setting forth in
reasonable detail the basis for such decision, and shall become effective for
purposes of the first Borrowing Base Certificate that is delivered pursuant to
Section 5.09 at least five Business Days after the



                                                                              16

date of receipt by the Borrower of such written notice. Without limiting the
generality of the foregoing, to qualify as "Eligible Inventory" no Person other
than the Borrower or another Grantor shall have any direct or indirect
ownership, interest or title to such Inventory and no Person other than the
Borrower or another Grantor shall be indicated on any purchase order or invoice
with respect to such Inventory as having or purporting to have an interest
therein. Unless otherwise approved from time to time in writing by the
Administrative Agent, no Inventory shall be deemed Eligible Inventory to the
extent that such Inventory is accounted for in the Borrower's perpetual
inventory balance and, without duplication:

                  (a) it is not owned solely by the Borrower or another Grantor
         or the Borrower or another Grantor does not have good and valid title
         thereto; or

                  (b) it is not located in the United States or Canada; or

                  (c) it (i) is not either (x) located on a Permitted Inventory
         Location or (y) in transit from a Permitted Inventory Location to
         another Permitted Inventory Location or (ii) is located at a dormant
         facility that is no longer operated by the Borrower or another Grantor;
         or

                  (d) it is (i) goods returned or rejected by the Borrower's or
         another Grantor's customers and is not saleable in the ordinary course
         of business of the Borrower or another Grantor, (ii) Inventory in
         transit on the water via ship or other marine vessel to the Borrower or
         another Grantor or (iii) goods in transit from the Borrower or another
         Grantor to customers of the Borrower or another Grantor; or

                  (e) it is Inventory (other than Raw Materials) not sold in the
         ordinary course of business of the Borrower or another Grantor,
         including engineering stores, miscellaneous supplies, packaging or
         shipping materials, cartons, repair parts, fuel, labels, miscellaneous
         spare parts, samples, prototypes, displays or display items; or

                  (f) it is not subject to a valid and perfected first priority
         Lien in favor of the Administrative Agent for the benefit of the
         Secured Parties to the extent that such a Lien may be perfected by
         filing UCC financing statements or such other personal property
         security filings or registrations as may be required under the laws of
         the applicable jurisdiction in which such Inventory is located, subject
         to no other Liens other than Permitted Encumbrances (other than those
         described in clause (f) of the definition thereof); or

                  (g) it is classified by the Borrower or another Grantor as
         work in process; or



                                                                              17

                  (h) it is consigned or at a customer location (other than
         Inventory consigned to original equipment manufacturers at no more than
         20 locations in total, each of which have Inventory of the Borrower and
         the other Grantors with an Inventory Value in excess of $300,000 and
         with respect to which, on or after the fifteenth day following the
         Effective Date, an Access Agreement has been obtained); or

                  (i) it is (i) being processed offsite at a third party
         processor at premises neither reflected in the Rent Reserve nor subject
         to a Lien Waiver or (ii) in transit to or from any such third party
         processor; or

                  (j) it is classified by the Borrower or another Grantor as
         "obsolete", "unmerchantable" or "off spec without a ready market", or
         does not otherwise conform in all material respects to the applicable
         representations and warranties contained in the Credit Documents; or

                  (k) it is marked for return by the Borrower or another Grantor
         to the vendor of such Inventory; or

                  (l) it does not meet in all material respects all materials
         standards imposed by any Governmental Authority having regulatory
         authority over it; or

                  (m) it is classified by the Borrower or another Grantor as
         casings used for the retreading of commercial truck tires; or

                  (n) it is classified by the Borrower or another Grantor as
         "shipped but not billed".

                  "Eligible Raw Materials" means, on any date, the Inventory
Value of all Eligible Inventory of the Borrower and each Grantor defined as Raw
Materials on such date as shown on the Borrower's perpetual inventory records in
accordance with its current and historical accounting practices.

                  "Engineered Products Division" means those standard business
units of the Borrower and the other Grantors classified as "Engineered Products
Division" on the Borrower's perpetual inventory records.

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the presence, the management or release of, or exposure to, any
Hazardous Materials or to health and safety matters.



                                                                              18

                  "Environmental Liability" means all liabilities, obligations,
damages, losses, claims, actions, suits, judgments, orders, fines, penalties,
fees, expenses and costs (including administrative oversight costs, natural
resource damages and remediation costs), whether contingent or otherwise,
arising out of or relating to (a) compliance or non-compliance with any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release of any Hazardous Materials or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.

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

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower or any Subsidiary, is treated as
a single employer under Section 414(b) or (c) of the Code or, solely for
purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to any
Plan (other than an event for which the 30-day notice period is waived or an
event described in Section 4043.33 of Title 29 of the Code of Federal
Regulations); (b) the existence with respect to any Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code or Section 302 of
ERISA) as to which a waiver has not been obtained; (c) the incurrence by the
Borrower, a Subsidiary or any ERISA Affiliate of any liability under Title IV of
ERISA with respect to the termination of any Plan; (d) the treatment of a Plan
amendment as a termination under Section 4041 of ERISA; (e) any event or
condition, other than the Transactions, that would be materially likely to
result in the termination of, or the appointment of a trustee to administer, any
Plan or Multiemployer Plan under Section 4042 of ERISA; (f) the receipt by the
Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan
administrator of any notice of an intention to terminate any Plan or to appoint
a trustee to administer any Plan; (g) the incurrence by the Borrower, any
Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; or (h) the receipt by the Borrower, any Subsidiary or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Borrower, any
Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.



                                                                              19

                  "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

                  "European Facilities Agreement" means the $650,000,000 Term
Loan and Revolving Credit Agreement dated as of the date hereof among the
European JV, the other borrowers thereunder, certain lenders and JPMCB, as
administrative agent.

                  "European JV" means Goodyear Dunlop Tires Europe B.V.

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

                  "Excess Cash Rationalization Charges" means, for any period,
cash expenditures of the Borrower and its Consolidated Subsidiaries in such
period with respect to Rationalization Charges recorded on the Borrower's
consolidated income statement after the date hereof; provided, however that for
such cash expenditures incurred after September 1, 2003, Excess Cash
Rationalization Charges shall only include the aggregate amount of such cash
expenditures which exceed the sum of $100,000,000 (or $50,000,000 if incurred
prior to December 31, 2003) plus 25% of Net Cash Proceeds from the issuance and
sale of its Equity Interests or Indebtedness pursuant to Section 6.01(q).

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

                  "Excluded Subsidiary" means any Subsidiary with only nominal
assets and no operations.

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States or any similar tax imposed by any other jurisdiction described
in clause (a) above and (c) (i) any withholding tax that is imposed by the
United States on amounts payable to a Foreign Lender (other than an assignee
pursuant to a request by the Borrower under Section 2.16(b)) at the time such
Foreign Lender first becomes a party to this Agreement (or designates a new
lending office), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 2.14(a) or (ii) any



                                                                              20

withholding tax that is imposed by the United States on amounts payable to a
Foreign Lender that is attributable to such Foreign Lender's failure to comply
with Section 2.14(e).

                  "Existing Securitization Facilities" means (a) the
securitization facility made available pursuant to the Series 2001-1 Indenture
Supplement dated as of April 27, 2001 to the Base Indenture dated as of April
27, 2001 among Wingfoot A/R LLC, as issuer, The Goodyear Tire & Rubber Company,
as collection agent, The Chase Manhattan Bank, as administrative agent, certain
CP Conduit Purchasers, certain APA Banks, certain Funding Agents and The Chase
Manhattan Bank, as indenture trustee and (b) the securitization facility made
available pursuant to the Receivables Purchase Agreement dated July 27, 2001
between Goodyear Canada Inc., as seller and initial servicer, Montreal Trust
Company, as trustee of Bay Street Funding Trust, as issuer, and Scotia Capital
Inc., as administrator.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or any assistant treasurer of the
Borrower.

                  "Finished Goods" means completed goods that require no
additional processing or manufacturing to be sold by the Borrower or another
Grantor in the ordinary course of business.

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

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

                  "GAAP" means generally accepted accounting principles in the
United States.

                  "Governmental Authority" means the government of the United
States, Canada, any other nation or any political subdivision thereof, whether
state, provincial or



                                                                              21

local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

                  "Grantors" means the Borrower and each North American
Subsidiary that becomes, or is required to become, an ABL Facilities Grantor (as
defined in the Guarantee and Collateral Agreement) and, if applicable, a party
to any Canadian Security Agreement pursuant to Section 4.01(j) or 5.08.

                  "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including
any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment
thereof, (c) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or (d) as an account party in respect
of any letter of credit or letter of guaranty issued to support such
Indebtedness; provided, that the term Guarantee shall not include endorsements
for collection or deposit in the ordinary course of business. The amount of any
Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Guarantee is made and (b) the maximum amount for which
such guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee, unless such primary obligation and the maximum amount
for which such guaranteeing person may be liable are not stated or determinable,
in which case the amount of such Guarantee shall be such guaranteeing person's
maximum reasonably anticipated liability (assuming such person is required to
perform) in respect thereof as determined in such person's good faith.

                  "Guarantee and Collateral Agreement" means the Master
Guarantee and Collateral Agreement among the Borrower, the Subsidiary
Guarantors, the Grantors, certain other Subsidiaries and the Collateral Agent
substantially in the form of Exhibit G.

                  "Hazardous Materials" means (a) petroleum products and
byproducts, asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, radon gas, chlorofluorocarbons and all other ozone-depleting
substances; and (b) any pollutant or contaminant or any hazardous, toxic,
radioactive or otherwise regulated chemical, material, substance or waste that
is prohibited, limited or regulated pursuant to any applicable Environmental
Law.

                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person



                                                                              22

evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding accounts payable incurred in the ordinary course of business), (e)
all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right to be secured by) any Lien on property owned
or acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g)
all Capital Lease Obligations of such Person, (h) all obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty and (i) all Securitization Transactions of such Person.
The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to
the extent such Person is liable therefor as a result of such Person's ownership
interest in such entity.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Indemnitee" has the meaning set forth in Section 9.03.

                  "Information" has the meaning set forth in Section 9.12.

                  "Information Memorandum" means the Confidential Information
Memorandum dated March 5, 2003 relating to the Borrower and the Transactions.

                  "Interest Election Request" means a request by the Borrower to
convert or continue a Revolving Borrowing or Term Borrowing in accordance with
Section 2.05 in substantially the form of Exhibit B hereto.

                  "Interest Payment Date" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December and (b) with
respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months' duration after the first day of such Interest Period.

                  "Interest Period" means, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect; provided that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically



                                                                              23

corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and, in the case of a Borrowing, thereafter shall be the
effective date of the most recent conversion or continuation of such Borrowing.

                  "Inventory" has the meaning specified in the UCC.

                  "Inventory Reserves" means, on any date, an amount equal to
the sum of the following reserves maintained on the Borrower's general ledger
(calculated in each case in accordance with the current and historical
accounting practices of the Borrower) with respect to Eligible Inventory,
without duplication of any deductions made pursuant to the definitions of
"Additional Inventory Reserves," "Eligible Inventory" and "Inventory Value":

                  (a) a reserve for Inventory that is damaged;

                  (b) a revaluation reserve to reflect capitalized manufacturing
         variances whereby aggregate net variances (if favorable) shall be
         deducted from Eligible Inventory and aggregate net variances (if
         unfavorable) shall not be added to Eligible Inventory;

                  (c) a reserve equal to the aggregate Inventory Value of
         Eligible Inventory attributable to intercompany or intracompany profit
         among the Borrower and its Affiliates (other than Eligible Affiliates);
         and

                  (d) a lower of cost or market reserve for any differences
         between the Borrower's actual cost to produce versus the Borrower's
         sale price to third parties, determined on a product line basis.

                  "Inventory Value" means, with respect to any Inventory of the
Borrower or any other Grantor at the time of any determination thereof, an
amount equal to such Inventory carried on the perpetual inventory records of the
Borrower stated on a basis consistent with its current and historical accounting
practices, in U.S. Dollars, determined in accordance with the standard cost
method of accounting, which shall be, in the case of Inventory imported by the
Borrower or another Grantor into the United States of America or Canada, the
acquisition cost thereof plus transportation and freight charges plus import
duties.

                  "Investment Grade" means, in the case of Moody's, a credit
rating of Baa3 or better and, in the case of Standard & Poor's, a credit rating
of BBB- or better.

                  "Investments" has the meaning assigned to such term in Section
6.05.

                  "JPMCB" means JPMorgan Chase Bank, and its successors.



                                                                              24

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption.

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason with respect to any
Eurodollar Borrowing, then the "LIBO Rate" with respect to such Eurodollar
Borrowing for such Interest Period shall be the rate (rounded upwards, if
necessary, to the next 1/100 of 1%) at which dollar deposits of $5,000,000 and
for a maturity comparable to such Interest Period are offered by the principal
London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, French delegation of claims, lien, pledge, hypothecation,
encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing) relating to such asset and (c)
in the case of securities, any purchase option, call or similar right of a third
party with respect to such securities.

                  "Lien Waiver" means a written waiver of statutory or
contractual Liens on Inventory for unpaid rent or charges of a warehouseman or
bailee in form and substance reasonably satisfactory to the Administrative
Agent.

                  "Loans" means the loans made by the Lenders to the Borrower
pursuant to this Agreement.

                  "Lockbox Agreements" has the meaning assigned to such term in
the Guarantee and Collateral Agreement.

                  "Lockbox System" has the meaning assigned to such term in the
Guarantee and Collateral Agreement.

                  "Luxembourg Finance" means Goodyear Finance Holding S.A., a
corporation organized in Luxembourg.



                                                                              25

                  "Majority Lenders" shall mean, at any time, Lenders having
aggregate Revolving Credit Exposures, Term Loans and unused Commitments
representing at least a majority of the sum of the total Revolving Credit
Exposures, Term Loans and unused Commitments at such time.

                  "Material Adverse Change" means a material adverse change in
or effect on (a) the business, operations, properties, assets or financial
condition (including as a result of the effects of any contingent liabilities
thereon) of the Borrower and the Subsidiaries, taken as a whole, (b) the ability
of the Credit Parties, taken as a whole, to perform obligations under this
Agreement and the other Credit Documents that are material to the rights or
interests of the Lenders or (c) the rights of or benefits available to the
Lenders under this Agreement and the other Credit Documents that are material to
the interests of the Lenders.

                  "Material Indebtedness" means Indebtedness (other than the
Loans), or obligations in respect of one or more Swap Agreements, of any one or
more of the Borrower and the Subsidiaries in an aggregate principal amount
exceeding $25,000,000. For purposes of determining Material Indebtedness, the
"principal amount" of the obligations of the Borrower or any Subsidiary in
respect of any Swap Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Swap Agreement were terminated at such time,
calculated in accordance with the terms of such Swap Agreement.

                  "Material Subsidiary" means, at any time, each Subsidiary
other than Subsidiaries that do not represent more than 1% for any such
individual Subsidiary, or more than 5% in the aggregate for all such
Subsidiaries, of either (a) Consolidated Total Assets or (b) Consolidated
Revenue for the period of four fiscal quarters most recently ended.

                  "Material Trademarks" has the meaning assigned to such term in
the Guarantee and Collateral Agreement.

                  "Maturity Date" means March 31, 2006.

                  "Moody's" means Moody's Investors Service, Inc., or any
successor thereto.

                  "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

                  "NAIC" means the National Association of Insurance
Commissioners.

                  "Net Cash Proceeds" shall have the meaning assigned to such
term in the US Term Facility Agreement.



                                                                              26

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

                  "New Facilities Documents" means the New Facilities Credit
Agreements, the Guarantee and Collateral Agreement and the other Security
Documents (as such term is defined in any New Facilities Credit Agreement).

                  "North American Subsidiary" means any Subsidiary organized
under the laws of the United States or Canada or any of their respective states,
provinces, territories or possessions or any political subdivision of any
thereof.

                  "North American Tire Division" means those standard business
units of the Borrower and the other Grantors classified as "North American Tire
Division" on the Borrower's perpetual inventory records.

                  "Obligations" means (a) the due and punctual payment of (i)
the principal of and interest (including interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) on the Loans,
when and as due, whether at maturity, by acceleration, upon one or more dates
set for prepayment or otherwise and (ii) all other monetary obligations of the
Credit Parties to any of the Secured Parties under this Agreement and each of
the other Credit Documents, including fees, costs, expenses and indemnities,
whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), and (b) the due and punctual performance of all
other obligations of the Credit Parties to any of the Secured Parties under this
Agreement and the other Credit Documents.

                  "Other Taxes" means any and all present or future stamp,
documentary, excise, recording, transfer, sales, property or similar taxes,
charges or levies arising from any payment made under any Credit Document or
from the execution, delivery or enforcement of, or otherwise with respect to,
any Credit Document.

                  "Participant" has the meaning assigned to such term in Section
9.04.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "Perfection Certificate" means a certificate in the form of
Exhibit II to the Guarantee and Collateral Agreement or any other form approved
by the Collateral Agent.

                  "Permitted Encumbrances" means:



                                                                              27

                  (a) (i) Liens imposed by law for taxes that are not yet due or
         are being contested and (ii) deemed trusts and Liens to which the
         Priority Payables Reserve relates for taxes, assessments or other
         charges or levies that are not yet due and payable;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's and other Liens imposed by law, arising in the ordinary
         course of business and securing obligations that are not overdue by
         more than 30 days (or any longer grace period available under the terms
         of the applicable underlying obligation) or are being contested;

                  (c) Liens created and pledges and deposits made in the
         ordinary course of business in compliance with workers' compensation,
         unemployment insurance and other social security laws or regulations;

                  (d) Liens created and deposits made to secure the performance
         of bids, trade contracts, leases, statutory obligations, appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business, and Liens created and deposits made
         prior to the date hereof in the ordinary course of business to secure
         the performance of surety bonds;

                  (e) judgment liens in respect of judgments that do not
         constitute an Event of Default;

                  (f) supplier's liens in inventory, other assets supplied or
         accounts receivable that result from retention of title or extended
         retention of title arrangements arising in connection with purchases of
         goods in the ordinary course of business; and

                  (g) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property and other Liens incidental to the conduct
         of business or ownership of property that arise automatically by
         operation of law or arise in the ordinary course of business and that
         do not materially detract from the value of the property of the
         Borrower and the Subsidiaries or of the Collateral, in each case taken
         as a whole, or materially interfere with the ordinary conduct of
         business of the Borrower and the Subsidiaries, taken as a whole, or
         otherwise adversely affect in any material respect the rights or
         interests of the Lenders;

provided that (except as provided in clause (d) above) the term "Permitted
Encumbrances" shall not include any Lien securing Indebtedness for borrowed
money.

                  ""Permitted Inventory Location" means (a) property owned or
leased by the Borrower or a Grantor in the United States of America or Canada or
(b) a third party warehouse or dock in the United States of America or Canada
where Inventory of the Borrower or any Grantor is stored.



                                                                              28

                  "Permitted Investments" means:

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

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

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof and issued or guaranteed by or placed with, and
         money market deposit accounts issued or offered by any commercial bank
         organized under the laws of the United States or any State thereof
         which has a short term deposit rating of A1 from Standard & Poor's and
         P1 from Moody's and has a combined capital and surplus and undivided
         profits of not less than $500,000,000;

                  (d) fully collateralized repurchase agreements with a term of
         not more than 30 days for securities described in clause (a) above and
         entered into with a financial institution described in clause (c)
         above;

                  (e) money market funds that (i) comply with the criteria set
         forth in Securities and Exchange Commission Rule 2a-7 under the
         Investment Company Act of 1940, (ii) are rated AAA by Standard & Poor's
         and Aaa by Moody's and (iii) have portfolio assets of at least
         $5,000,000,000; and

                  (f) in the case of any Subsidiary that is not a Domestic
         Subsidiary, (i) marketable direct obligations issued or unconditionally
         guaranteed by the sovereign nation in which such Subsidiary is
         organized and is conducting business or issued by any agency of such
         sovereign nation and backed by the full faith and credit of such
         sovereign nation, in each case maturing within one year from the date
         of acquisition, so long as the indebtedness of such sovereign nation is
         rated at least A by Standard & Poor's or A2 by Moody's or carries an
         equivalent rating from a comparable foreign rating agency or (ii)
         investments of the type and maturity described in clauses (b) through
         (e) of foreign obligors, which investments or obligors have ratings
         described in such clauses or equivalent ratings from comparable foreign
         rating agencies.

                  "Permitted Preferred Stock" has the meaning assigned to such
term in Section 6.01(q).



                                                                              29

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV or Section 302 of
ERISA or Section 412 of the Code, and in respect of which the Borrower, any
Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section
3(5) of ERISA.

                  "Prepayment Event" shall have the meaning assigned to such
term in the US Term Facility Agreement.

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by JPMCB (or any successor Administrative Agent
appointed or chosen pursuant to Article VIII hereof) as its prime rate in effect
at its principal office in New York City. Each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

                  "Priority Payables Reserve" means, at any time, the sum of,
without duplication of any deductions made pursuant to the definitions of
"Additional Inventory Reserves", "Inventory Reserves", "Eligible Inventory" and
"Inventory Value", the full amount of the liabilities at such time which have a
trust imposed to provide for payment thereof or a security interest, Lien or
charge ranking or capable of ranking, in each case senior to or pari passu with
the Liens created under the Security Documents under Canadian federal,
provincial, county, municipal or local law with respect to claims for goods and
services taxes, sales tax, income tax, workers' compensation obligations,
vacation pay or pension fund obligations.

                  "Rationalization Charges" means, for any period, cash and
non-cash charges related to rationalization actions designed to reduce capacity,
eliminate redundancies and reduce costs. Rationalization Charges will be
computed by a method consistent with that used in preparing the financial
statements referred to in Section 3.04.

                  "Raw Material" means Inventory used or consumed in the
manufacturing of goods to be sold by the Borrower or another Grantor in the
ordinary course of business.

                  "Recovery Rate" means (a) the estimated net recovery of all
Inventory of the Borrower and the other Grantors stated in U.S. Dollars as
determined on a net orderly liquidation basis by the most recent analysis
conducted by outside inventory consultants/appraisers retained or approved by
the Administrative Agent and disclosed to the Borrower divided by (b) the
Inventory Value of all Inventory of the Borrower and each other Grantor as of
the date of such most recent analysis.



                                                                              30

                  "Register" has the meaning set forth in Section 9.04.

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

                  "Rent Reserve" means, on any date, with respect to any retail
store, distribution center, warehouse, manufacturing facility or other Permitted
Inventory Location where any Eligible Inventory that is subject to Liens arising
by operation of law is located and with respect to which no Lien Waiver is in
effect, a reserve equal to three months' rent and charges at such retail store,
distribution center, warehouse, manufacturing facility or other Permitted
Inventory Location.

                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in the Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property) on account of the purchase, redemption,
retirement, acquisition, cancelation or termination of any such Equity Interests
or any option, warrant or other right to acquire any such Equity Interests.

                  "Retail Division" means those standard business units of the
Borrower and the other Grantors classified as "Retail Division" on the
Borrower's perpetual inventory records.

                  "Revolving Availability Period" means the period from and
including the Effective Date to but excluding the earlier of (a) the Maturity
Date and (b) the date of termination of the Revolving Commitments.

                  "Revolving Commitment" means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans hereunder, expressed as an
amount representing the maximum permitted aggregate amount of such Lender's
Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or
increased from time to time pursuant to Section 2.06 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04. The initial amount of each Lender's Revolving
Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Revolving Commitment, as
applicable. The initial aggregate amount of the Lenders' Revolving Commitments
is $500,000,000.

                  "Revolving Credit Exposure" means, with respect to any Lender
at any time, the sum of the outstanding principal amount of such Lender's
Revolving Loans at such time.



                                                                              31

                  "Revolving Lender" means a Lender with a Revolving Commitment
or, if the Revolving Commitments have terminated or expired, a Lender with
Revolving Credit Exposure.

                  "Revolving Loan" means a Loan made pursuant to clause (ii) of
Section 2.01(a).

                  "Sale and Leaseback Transaction" means any arrangement whereby
the Borrower or a Subsidiary shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereinafter
acquired, and thereafter rent or lease from the buyer or transferee property
that it intends to use for substantially the same purpose or purposes as the
property sold or transferred, other than any such transaction entered into with
respect to any property or any improvements thereto at the time of, or within
180 days after, the acquisition or completion of construction of such property
or such improvements (or, if later, the commencement of commercial operation of
any such property), as the case may be, to finance the cost of such property or
such improvements, as the case may be.

                  "Secured Parties" means the Administrative Agent, the
Collateral Agent and each Lender.

                  "Securitization Transaction" means, with respect to any
Person, (i) any transfer by such Person of accounts receivable, rights to future
lease payments or residuals or other financial assets, and related property, or
interests therein (a) to a trust, partnership, corporation or other entity,
which transfer is funded in whole or in part, directly or indirectly, by the
incurrence or issuance by the transferee or any successor transferee of
Indebtedness or securities that are to receive payments from, or that represent
interests in, the cash flow derived from such accounts receivable or interests,
or (b) directly to one or more investors or other purchasers, (ii) any
Indebtedness of such Person secured substantially entirely by accounts
receivable, rights to future lease payments or residuals or other financial
assets, and related property or (iii) any factoring transaction involving
substantially entirely accounts receivable, rights to future lease payments or
residuals or other financial assets, and related property. The amount of any
Securitization Transaction shall be deemed at any time to be the aggregate
outstanding principal amount of the Indebtedness or securities referred to in
the preceding sentence or, if there shall be no such principal amount, the
equivalent outstanding amount of the funded investment.

                  "Security Documents" means the Guarantee and Collateral
Agreement, the Canadian Security Agreements and each other instrument or
document delivered pursuant to Section 5.08, in each case to secure any of the
Obligations.

                  "Standard & Poor's" means Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc., or any successor thereto.



                                                                              32

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject, with respect to the Adjusted LIBO Rate, for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

                  "subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which are consolidated with those of
the parent in the parent's consolidated financial statements in accordance with
GAAP as of such date, as well as any other corporation, limited liability
company, partnership, association or other entity of which securities or other
ownership interests representing more than 50% of the equity or more than 50% of
the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held by
the parent or one or more subsidiaries of the parent or by the parent and one or
more subsidiaries of the parent.

                  "Subsidiary" means any subsidiary of the Borrower.

                  "Subsidiary Guarantor" means any Subsidiary that becomes, or
is required to become, a US Guarantor (as defined in the Guarantee and
Collateral Agreement) pursuant to Section 4.01(j) or 5.08.

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

                  "Syndication Agent" means Citicorp USA, Inc., in its capacity
as syndication agent hereunder.

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



                                                                              33

                  "Term Lender" means a Lender with a Term Loan Commitment or an
outstanding Term Loan.

                  "Term Loans" means a Loan made pursuant to clause (i) of
Section 2.01(a).

                  "Term Loan Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Term Loan hereunder on the
Effective Date, expressed as an amount representing the maximum principal amount
of the Term Loan to be made by such Lender hereunder, as such commitment may be
(a) reduced or increased from time to time pursuant to Section 2.06 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender's Term Loan
Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Term Loan Commitment, as
applicable. The initial aggregate amount of the Lenders' Term Loan Commitments
is $800,000,000.

                  "Transactions" means the execution, delivery and performance
by the Borrower of this Agreement and by the Borrower, the Subsidiary Guarantors
and the Grantors, as applicable, of the other Credit Documents, the borrowing of
the Loans, the creation of the Liens and Guarantees provided for in the Security
Documents and the other transactions contemplated hereby.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

                  "UCC" means Article 9 of the Uniform Commercial Code as from
time to time in effect in the State of New York.

                  "US Revolving Facility Agreement" means the $750,000,000
Revolving Loan Agreement dated as of the date hereof among the Borrower, certain
lenders and JPMCB, as administrative agent.

                  "US Term Facility Agreement" means the $645,545,454 Term Loan
Agreement dated as of the date hereof among the Borrower, certain lenders,
JPMCB, as administrative agent, and BNP Paribas, as syndication agent.

                  "Wholly Owned Subsidiary" of any person shall mean a
subsidiary of such person of which securities (except for directors' qualifying
shares) or other ownership interests representing 100% of the Equity Interests
are, at the time any determination is being made, owned, controlled or held by
such person or one or more wholly owned Subsidiaries of such person or by such
person and one or more wholly owned Subsidiaries of such person.



                                                                              34

                  "Wingfoot" means Wingfoot Commercial Systems LLC.

                  "Withdrawal Liability" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

                  SECTION 1.03. Foreign Currency Translation. For purposes of
determining compliance as of any date with Section 6.01, 6.02, 6.03, 6.05 or
6.06, amounts incurred or outstanding in currencies other than dollars shall be
translated into dollars at the exchange rates in effect on the first Business
Day of the fiscal quarter in which such determination occurs or in respect of
which such determination is being made, as such exchange rates shall be
determined in good faith by the Borrower. No Default or Event of Default shall
arise as a result of any limitation set forth in dollars in Section 6.01, 6.02,
6.03, 6.05 or 6.06 being exceeded solely as a result of changes in currency
exchange rates from those rates applicable on the first day of the fiscal
quarter in which such determination occurs or in respect of which such
determination is being made.

                  SECTION 1.04. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, but shall not be deemed to include the
subsidiaries of such Person unless express reference is made to such
subsidiaries, (c) the words "herein", "hereof" and "hereunder", and words of
similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e)
the words "asset" and "property" shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.



                                                                              35

                  SECTION 1.05. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Majority Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   The Credits

                  SECTION 2.01. Commitments. (a) Subject to the terms and
conditions set forth herein, each Lender agrees (i) to make Term Loans to the
Borrower on the Effective Date in a principal amount not exceeding its Term Loan
Commitment and (ii) to make Revolving Loans to the Borrower from time to time
during the Revolving Availability Period in an aggregate principal amount that
will not result in (x) such Lender's Revolving Credit Exposure exceeding such
Lender's Revolving Commitment or (y) the sum of the Revolving Credit Exposure
and the aggregate principal amount of the outstanding Term Loans exceeding the
Borrowing Base Availability then in effect.

                  (b) Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed.

                  SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be
made as part of a Borrowing consisting of Loans of the same Class and Type made
by the Lenders ratably in accordance with their respective Commitments of the
applicable Class. The failure of any Lender to make any Loan required to be made
by it shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender's failure to make Loans as required.

                  (b) Subject to Section 2.11, each Revolving Borrowing and Term
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
Borrower may request in accordance herewith; provided that all Borrowings made
on the Effective Date must be made as ABR Borrowings. Each Lender at its option
may make any Eurodollar Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided that any exercise of such
option shall not affect the



                                                                              36

obligation of the Borrower to repay such Loan in accordance with the terms of
this Agreement.

                  (c) At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000. At the time that
each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $5,000,000; provided,
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the total Revolving Commitments. Borrowings of more
than one Type and Class may be outstanding at the same time; provided that there
shall not at any time be more than a total of 20 Eurodollar Borrowings
outstanding.

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

                  SECTION 2.03. Requests for Borrowing. To request a Revolving
Borrowing or Term Borrowing, the Borrower shall notify the Administrative Agent
of such request by telephone (a) in the case of a Eurodollar Borrowing, not
later than 3:00 p.m., New York City time, three Business Days before the date of
the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than
10:30 a.m., New York City time, on the day of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request signed by the Borrower. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.02:

                  (i) whether the requested Borrowing is to be a Revolving
         Borrowing or a Term Loan Borrowing;

                  (ii) the aggregate amount of the requested Borrowing;

                  (iii) the date of such Borrowing, which shall be a Business
         Day;

                  (iv) whether such Borrowing is to be an ABR Borrowing or a
         Eurodollar Borrowing;

                  (v) in the case of a Eurodollar Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; and

                  (vi) the location and number of the Borrower's account to
         which funds are to be disbursed, which shall comply with the
         requirements of Section 2.04.



                                                                              37

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

                  SECTION 2.04. Funding of Borrowings. (a) Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:30 p.m., New York City time, to
the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders. The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account designated by the Borrower in the applicable Borrowing
Request.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing. It is agreed that no payment by the Borrower under
this paragraph will be subject to any break-funding payment under Section 2.13.

                  SECTION 2.05. Interest Elections. (a) Each Revolving Borrowing
and Term Loan Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the Borrower may elect to convert such Borrowing to a different Type
or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may
elect Interest Periods therefor, all as provided in this Section. The Borrower
may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the



                                                                              38

Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.

                  (b) To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under Section 2.03 if the Borrower
were requesting a Revolving Borrowing or Term Borrowing of the Type resulting
from such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Interest Election Request signed by the Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                  (i) the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
         Interest Period to be applicable thereto after giving effect to such
         election, which shall be a period contemplated by the definition of the
         term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Majority Lenders, so



                                                                              39

notifies the Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing
and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR
Borrowing at the end of the Interest Period applicable thereto.

                  SECTION 2.06. Termination of Commitments; Reductions of
Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments
shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii)
the Revolving Commitments shall terminate on the Maturity Date.

                  (b) The Borrower may at any time terminate, or from time to
time reduce, the Commitments of any Class; provided that (i) each reduction of
the Commitments of any Class shall be in an amount that is an integral multiple
of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not
terminate or reduce the Revolving Commitments if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.08,
the total Revolving Credit Exposures would exceed the total Revolving
Commitments.

                  (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Revolving Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments of
any Class shall be permanent. Each reduction of the Commitments of any Class
shall be made ratably among the Lenders in accordance with their respective
Commitments of such Class.

                  SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan of such Lender on the Maturity Date and (ii) to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Term Loan of such Lender on the Maturity Date.

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



                                                                              40

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

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein (including any failure to record the making or repayment of
any Loan) shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement or prevent the
Borrower's obligations in respect of Loans from being discharged to the extent
of amounts actually paid in respect thereof.

                  (e) Any Lender may request that Loans of any Class made by it
be evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) in substantially the form set forth in Exhibit C hereto. Thereafter,
the Loans evidenced by such promissory note and interest thereon shall at all
times (including after assignment pursuant to Section 9.04) be represented by
one or more promissory notes in such form payable to the order of the payee
named therein (or, if such promissory note is a registered note, to such payee
and its registered assigns).

                  SECTION 2.08. Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to prior notice in accordance with paragraph (c) of this
Section.

                  (b) In the event and on each occasion that the aggregate
Revolving Credit Exposures exceed the total Revolving Commitments, the Borrower
shall prepay Revolving Borrowings in an aggregate amount equal to such excess.
In the event and on each occasion that the sum of the aggregate Revolving Credit
Exposures, when taken together with the aggregate outstanding principal amount
of the Term Loans, exceed the Borrowing Base Availability then in effect, the
Borrower shall prepay Revolving Borrowings in an aggregate amount equal to such
excess and, in the event that after such prepayment of Revolving Borrowings any
such excess shall remain, the Borrower shall prepay Term Borrowings in an
aggregate amount equal to such remaining excess (or, to the extent of not more
than $80,000,000 of such remaining excess, deposit cash collateral in an account
with the Administrative Agent, in the name of the Administrative Agent and for
the benefit of the Lenders to secure the Obligations; provided that any amount
in such account that shall not have been applied to the payment of the
Obligations shall be returned to the Borrower at such time as no such remaining
excess shall exist; provided further that if after 60 days following the deposit
of such cash



                                                                              41

collateral any of such cash collateral shall not have been returned to the
Borrower as provided above, the Borrower shall at such time repay Term
Borrowings in such amount (it being understood that such cash collateral may be
utilized to make such payment at such time)).

                  (c) The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 3:00 p.m., New York City
time, three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment. Each such notice shall be
irrevocable, shall specify the prepayment date and the principal amount of each
Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Revolving Commitments as contemplated by Section 2.06, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.06. Promptly following receipt of any such notice relating to a
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing (other than pursuant to
Section 2.08(b)) shall be in an amount that would be permitted in the case of an
advance of a Borrowing of the same Type as provided in Section 2.02. Each
prepayment of a Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.10.

                  SECTION 2.09. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the rate of 0.75% per annum on the daily unused amount of the
Revolving Commitment of such Lender during the period from and including the
date hereof to but excluding the date on which such Revolving Commitment
terminates. Accrued commitment fees shall be payable in arrears in the case of
commitment fees in respect of the Revolving Commitments, on the last day of
March, June, September and December of each year and on the date on which the
Revolving Commitments terminate, commencing on the first such date to occur
after the date hereof. All commitment fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

                  (b) The Borrower agrees to pay to the Administrative Agent,
for its own account, fees in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent.

                  (c) On each date on which (i) Revolving Commitments are
terminated or reduced, (ii) Term Loans are repaid or prepaid (whether on a
voluntary or mandatory basis), (iii) the Revolving Availability Period is
extended or (iv) the Maturity Date is extended, the Borrower agrees to pay to
the Administrative Agent for the account of each Lender holding a Revolving
Commitment or Term Loan, as applicable, on such date a fee equal to 2.00% or, at
any time on or after April 1, 2004, 1.00% of the amount of such



                                                                              42

Lender's Revolving Commitments or Term Loans subject to such termination,
reduction, repayment, prepayment or extension.

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent for distribution, in
the case of commitment fees, to the Lenders. Fees paid shall not be refundable
under any circumstances.

                  SECTION 2.10. Interest. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate plus 3.00% per annum.

                  (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus 4.00% per annum.

                  (c) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in
the preceding paragraphs of this Section or (ii) in the case of any other
amount, 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a)
of this Section.

                  (d) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Revolving Commitments; provided that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Revolving
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

                  (e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

                  SECTION 2.11. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:



                                                                              43

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate for such
         Interest Period; or

                  (b) the Administrative Agent is advised by the Majority
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders (or Lender) of
         making or maintaining their Loans (or its Loan) included in such
         Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

                  SECTION 2.12. Increased Costs. (a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate); or

                  (ii) impose on any Lender or the London interbank market any
         other condition (other than Taxes) affecting this Agreement or
         Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or
otherwise), in each case by an amount deemed by such Lender to be material then
the Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.

                  (b) If any Lender determines that any Change in Law regarding
capital requirements has had or would have the effect of reducing the rate of
return on such Lender's capital or on the capital of such Lender's holding
company, if any, in each case by an amount deemed by such Lender to be material,
as a consequence of this Agreement or the Loans made by such Lender to a level
below that which such Lender or such Lender's holding company would have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such



                                                                              44

Lender such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

                  (c) A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the case
may be, as specified in paragraph (a) or (b) of this Section shall be delivered
to the Borrower. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof, unless such amount is
being contested by the Borrower in good faith.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Borrower shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than 180 days prior to the date that such
Lender notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender's intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 180-day period referred
to above shall be extended to include the period of retroactive effect thereof.

                  SECTION 2.13. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.08(c) and is revoked in accordance therewith), or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.16, then,
in any such event, the Borrower shall compensate each Lender for the loss, cost
and expense attributable to such event. In the case of a Eurodollar Loan, such
loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the eurodollar market. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Borrower. The Borrower shall pay such Lender the amount shown as due on any such



                                                                              45

certificate within 10 days after receipt thereof, unless such amount is being
contested by the Borrower in good faith.

                  SECTION 2.14. Taxes. (a) Any and all payments by or on account
of any obligation of the Borrower or any other Credit Party hereunder or under
any other Credit Document shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided that if the Borrower or any
other Credit Party shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions of such Taxes (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent or Lender (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made (and the
Borrower shall pay or cause such Credit Party to pay such increased amount),
(ii) the Borrower or such other Credit Party shall make such deductions and
(iii) the Borrower or such other Credit Party shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                  (c) The Borrower shall indemnify the Administrative Agent and
each Lender, within 10 days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower or any other Credit Party hereunder or under
any other Credit Document (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable out-of-pocket expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender, or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error.

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

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time such Foreign Lender first becomes
a party to this Agreement and at the time or times



                                                                              46

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;
provided that such Foreign Lender has received written notice from the Borrower
advising it of the availability of such exemption or reduction and supplying all
applicable documentation.

                  SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing
of Setoffs.

                  (a) Except as required or permitted under Section 2.03, 2.12,
2.13, 2.14, 2.16 or 9.03, each Borrowing, each payment or prepayment of
principal of any Borrowing, each payment of interest on the Loans, each payment
of fees, each reduction of the Commitments and each refinancing of any Borrowing
with a Borrowing of any Type, shall be allocated pro rata among the Lenders in
accordance with their respective Commitments (or, if such Commitments shall have
expired or been terminated, in accordance with the respective principal amounts
of their outstanding Loans). Each Lender agrees that in computing such Lender's
portion of any Borrowing to be made hereunder, the Administrative Agent may, in
its discretion, round each Lender's percentage of such Borrowing to the next
higher or lower whole dollar amount.

                  (b) The Borrower shall make each payment required to be made
by it hereunder (whether of principal, interest or fees, or of amounts payable
under Section 2.12, 2.13 or 2.14 or otherwise) prior to 1:00 p.m., New York City
time, on the date when due, in immediately available funds, without setoff,
counterclaim or other deduction. Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at
its offices at 270 Park Avenue, New York, New York, except that payments
pursuant to Sections 2.12, 2.13, 2.14, 2.16 and 9.03 shall be made directly to
the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person in appropriate
ratable shares to the appropriate recipient promptly following receipt thereof.
If any payment hereunder shall be due on a day that is not a Business Day, the
date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for
the period of such extension. All payments hereunder shall be made in dollars.

                  (c) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal then due to such parties.



                                                                              47

                  (d) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the Borrower or any Affiliate thereof (as to which
the provisions of this paragraph shall apply). The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable
law and under this Agreement, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of setoff
and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of the Borrower in the amount of such participation.

                  (e) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the Borrower
will not make such payment, the Administrative Agent may assume that the
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders the amount due. In such
event, if the Borrower has not in fact made such payment, then each of the
Lenders severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.

                  (f) If any Lender shall fail to make any payment required to
be made by it hereunder for the account of the Administrative Agent or any
Lender, then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations in respect of such payment until all such unsatisfied obligations
are fully paid.

                  SECTION 2.16. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.12 or if the Borrower is
required to



                                                                              48

pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.14, then such Lender shall use
reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.12 or 2.14, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment.

                  (b) If any Lender requests compensation under Section 2.12, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.14,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee or the Borrower, as the case may be, and (iii) in the case of
any such assignment resulting from a claim for compensation under Section 2.12
or payments required to be made pursuant to Section 2.14, such assignment will
result in a reduction in such compensation or payments.

                                  ARTICLE III

                         Representations and Warranties

                  The Borrower represents and warrants to the Lenders that:

                  SECTION 3.01. Organization; Powers. The Borrower and each of
the other Credit Parties is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, would not
be reasonably likely to result in a Material Adverse Change, is qualified to do
business, and is in good standing, in every jurisdiction where such
qualification is required. Each Subsidiary of the Borrower other than the Credit
Parties is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, has all requisite power and authority
to carry on its business as now



                                                                              49

conducted and is qualified to do business, and is in good standing, in every
jurisdiction where such qualification is required, except for failures that,
individually or in the aggregate, would not be materially likely to result in a
Material Adverse Change.

                  SECTION 3.02. Authorization; Enforceability. The Transactions
to be entered into by each Credit Party are within such Credit Party's powers
and have been duly authorized. This Agreement has been duly executed and
delivered by the Borrower and constitutes, and each other Credit Document to
which any Credit Party is to be a party, when executed and delivered by such
Credit Party, will constitute, a legal, valid and binding obligation of the
Borrower or such Credit Party, as the case may be, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

                  SECTION 3.03. Governmental Approvals; No Conflicts. Except to
the extent that no Material Adverse Change would be materially likely to result,
the Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
are required to perfect Liens created under the Security Documents and such as
have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Borrower or any of the Subsidiaries or any order
of any Governmental Authority, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon the Borrower or any of
the Subsidiaries or any of their assets, and (d) will not result in the creation
or imposition of any Lien on any asset of the Borrower or any of the
Subsidiaries, except Liens created under the Credit Documents.

                  SECTION 3.04. Financial Statements; No Material Adverse
Change. (a) The Borrower has heretofore furnished to the Lenders a draft in
substantially final form of its consolidated balance sheet and statements of
income, stockholders' equity and cash flows as of and for the fiscal year ended
December 31, 2002. Such financial statements present fairly, in all material
respects, the consolidated financial position and consolidated results of
operations and cash flows of the Borrower and its Consolidated Subsidiaries as
of such dates and for such fiscal year in accordance with GAAP.

                  (b) Except as disclosed in the Disclosure Documents, since
December 31, 2002, there has been no event or condition that constitutes or
would be materially likely to result in a Material Adverse Change, it being
agreed that a reduction in any rating relating to the Borrower issued by any
rating agency shall not, in and of itself, be an event or condition that
constitutes or would be materially likely to result in a Material Adverse Change
(but that events or conditions underlying or resulting from any such reduction
may constitute or be materially likely to result in a Material Adverse Change).



                                                                              50

                  SECTION 3.05. Litigation and Environmental Matters. (a) Except
as set forth in the Disclosure Documents, there are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending or, to
the knowledge of the Borrower, threatened against or affecting the Borrower or
any of the Subsidiaries (i) as to which there is a reasonable possibility of an
adverse determination and that if adversely determined would be materially
likely, individually or in the aggregate, to result in a Material Adverse Change
or (ii) that involve the Credit Documents or the Transactions.

                  (b) Except as set forth in the Disclosure Documents, and
except with respect to matters that, individually or in the aggregate, would not
be materially likely to result in a Material Adverse Change, neither the
Borrower nor any of the Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

                  SECTION 3.06. Compliance with Laws and Agreements. Each of the
Borrower and each of the Subsidiaries is in compliance with all laws,
regulations and orders of any Governmental Authority applicable to it or its
property and all indentures, agreements and other instruments binding upon it or
its property, except where the failure to be in compliance, individually or in
the aggregate, would not be materially likely to result in a Material Adverse
Change. No Event of Default has occurred and is continuing.

                  SECTION 3.07. Investment and Holding Company Status. Neither
the Borrower nor any of the Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940,
as amended, or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935, as amended.

                  SECTION 3.08. (a) ERISA and Canadian Pension Plans. Except as
disclosed in the Disclosure Documents, no ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other ERISA
Events that have occurred or are reasonably expected to occur, would be
materially likely to result in a Material Adverse Change.

                  (b) The Canadian Pension Plans are duly registered under the
Income Tax Act (Canada) and all other applicable laws which require registration
and no event has occurred which is reasonably likely to cause the loss of such
registered status. All material obligations of each Credit Party (including
fiduciary, funding, investment and administration obligations) required to be
performed in connection with the Canadian Pension Plans and the funding
agreements therefor have been performed in a timely fashion. To the knowledge of
the Credit Parties there have been no improper withdrawals of the assets of the
Canadian Pension Plans or the Canadian Benefit Plans.



                                                                              51

There are no outstanding material disputes concerning the assets of the Canadian
Pension Plans or the Canadian Benefit Plans. Each of the Canadian Pension Plans
is being funded in accordance with the actuarial valuation reports last filed
with the applicable Governmental Authorities and which are consistent with
generally accepted actuarial principles.

                  SECTION 3.09. Disclosure. Neither the Information Memorandum
nor the reports, financial statements, certificates or other written information
referred to in Section 3.04 or delivered after the date hereof by or on behalf
of any Credit Party to the Administrative Agent, the Collateral Agent or any
Lender pursuant to Section 5.01 (taken together with all other information so
furnished and as modified or supplemented by other information so furnished)
contained or will contain, in each case as of the date delivered, any material
misstatement of fact or omitted or will omit to state, in each case as of the
date delivered, any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information or other forward
looking information, the Borrower represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.

                  SECTION 3.10. Security Interests. (a) When executed and
delivered, each of the Guarantee and Collateral Agreement and the Canadian
Security Agreements will be effective to create in favor of the Collateral Agent
for the benefit of the Secured Parties a valid and enforceable security interest
in the ABL Facilities Collateral, to the extent contemplated by the Guarantee
and Collateral Agreement or the Canadian Security Agreements, as the case may
be, and when financing statements in appropriate form are filed, and any other
applicable registrations are made, in the offices specified in the Perfection
Certificate, the Guarantee and Collateral Agreement and the Canadian Security
Agreements will create a perfected security interest (or hypothec, as
applicable) in all right, title and interest of the Grantors in the ABL
Facilities Collateral to the extent perfection can be obtained by filing Uniform
Commercial Code financing statements and making such other applicable filings
and registrations in such jurisdictions, prior and superior to the rights of any
other Person and subject to no other Lien other than Permitted Encumbrances.

                  (b) Upon (i) the recordation of the Guarantee and Collateral
Agreement or a memorandum of such Agreement with the United States Patent and
Trademark Office and (ii) the recordation of the Canadian Security Agreements
with the Canadian Intellectual Property Office, the Guarantee and Collateral
Agreement and the Canadian Security Agreements, as the case may be, will create
a perfected Lien on all right, title and interest of the Grantors in the
Material Trademarks in which a security interest may be perfected by such
recordation in the United States Patent and Trademark Office or the Canadian
Intellectual Property Office, as the case may be, subject to Liens permitted
under Section 6.02 (it being understood that subsequent recordings in the United
States Patent and Trademark Office or the Canadian Intellectual Property Office,
as the case



                                                                              52

may be, may be necessary to perfect a Lien on registered trademarks and
trademark applications acquired by the Grantors after the Effective Date). As of
the Effective Date, Schedule 3.10(b) sets forth all the Material Trademarks.

                  (c) None of the Perfection Certificate or any other written
information relating to the Collateral delivered after the date hereof by or on
behalf of any Credit Party to the Administrative Agent, the Collateral Agent or
any Lender pursuant to any provision of any Credit Document is or will be
incorrect when delivered in any respect material to the rights or interests of
the Lenders under the Credit Documents.

                  SECTION 3.11. Use of Proceeds. The proceeds of the Loans will
be used only for the purposes referred to in the preamble to this Agreement. No
part of the proceeds of any Loan will be used, whether directly or indirectly,
for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X.

                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01. Effective Date. This Agreement shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 9.02):

                  (a) The Administrative Agent (or its counsel) shall have
         received from each party hereto either (i) counterparts of this
         Agreement signed on behalf of such party or (ii) written evidence
         satisfactory to the Administrative Agent (which may include telecopy
         transmission of a signed signature page of this Agreement) that such
         party has signed a counterpart of this Agreement.

                  (b) The Administrative Agent shall have received favorable
         written opinions (addressed to the Administrative Agent and the Lenders
         and dated the Effective Date) of (i) Covington & Burling, counsel for
         the Borrower, substantially in the form of Exhibit F-1 and (ii) the
         General Counsel, the Associate General Counsel or an Assistant General
         Counsel of the Borrower, substantially in the form of Exhibit F-2, and
         covering such other matters relating to the Credit Parties, the Credit
         Documents or the Transactions as the Administrative Agent or the
         Majority Lenders shall reasonably request.

                  (c) The Administrative Agent shall have received such
         documents and certificates as the Administrative Agent or its counsel
         may reasonably request relating to the organization, existence and good
         standing of each Credit Party, the authorization by the Credit Parties
         of the Transactions and any other legal matters relating to the
         Borrower, the other Credit Parties, the Credit Documents or the



                                                                              53

         Transactions, all in form and substance reasonably satisfactory to the
         Administrative Agent and its counsel.

                  (d) The Lenders shall have received drafts in substantially
         final form of the Borrower's Annual Report on Form 10-K for the fiscal
         year ended December 31, 2002, containing the Borrower's consolidated
         balance sheet and statements of income, stockholders' equity and cash
         flows as of the end of and for such fiscal year.

                  (e) The representations and warranties set forth in Article
         III shall be true and correct in all material respects on the Effective
         Date and the Administrative Agent shall have received a certificate
         signed by a Financial Officer to that effect.

                  (f) The Borrower and the other Credit Parties shall be in
         compliance with all the terms and provisions set forth herein and in
         the other Credit Documents in all material respects on their part to be
         observed or performed, and at the time of and immediately after the
         Effective Date, no Default shall have occurred and be continuing, and
         the Administrative Agent shall have received a certificate signed by a
         Financial Officer to that effect.

                  (g) The Convertible Term Loan Agreement dated as of February
         4, 1998, between the Borrower and Banque Nationale de Paris S.A.,
         Dublin Branch, as amended and in effect on the date hereof, shall have
         been terminated.

                  (h) The Administrative Agent shall have received all fees and
         other amounts due and payable on or prior to the Effective Date,
         including, to the extent invoiced, reimbursement or payment of all
         out-of-pocket expenses required to be reimbursed or paid by the
         Borrower hereunder.

                  (i) The Administrative Agent shall have received (i) a
         completed Perfection Certificate dated the Effective Date and signed by
         a Financial Officer, together with all attachments contemplated
         thereby, and (ii) the results of a search of the Uniform Commercial
         Code (or equivalent) filings or registrations made with respect to the
         Credit Parties in the jurisdictions referred to in paragraph 1 of the
         Perfection Certificate and copies of the financing statements (or
         similar documents) disclosed by such search.

                  (j) The Administrative Agent shall have received from the
         Borrower and each North American Subsidiary (other than the Excluded
         Subsidiaries and the Consent Subsidiaries) a counterpart of the
         Guarantee and Collateral Agreement and, in the case of any North
         American Subsidiary that is not a Domestic Subsidiary, the Canadian
         Security Agreements duly executed and delivered on behalf of the
         Borrower or such Subsidiary as a US Guarantor and (except in the case
         of a Subsidiary that shall have had consolidated assets of less than



                                                                              54

         $10,000,000 at December 31, 2002, and that shall not have elected to
         become an ABL Facilities Grantor) an ABL Facilities Grantor.

                  (k) all Uniform Commercial Code and other personal property
         security financing statements and recordations with the United States
         Patent and Trademark Office and the Canadian Intellectual Property
         Office, as the case may be, required by law or reasonably requested by
         the Collateral Agent to be filed or recorded to perfect the Liens
         intended to be created on the ABL Facilities Collateral (to the extent
         such Liens may be perfected by filings under the Uniform Commercial
         Code or personal property security legislation, as the case may be, as
         in effect in any applicable jurisdiction or by filings with the United
         States Patent and Trademark Office and the Canadian Intellectual
         Property Office, as the case may be) shall have been filed or recorded
         or delivered to the Collateral Agent for filing or recording.

                  (l) The Existing Securitization Facilities shall have been
         terminated, and all right, title and interest of all Accounts of
         Wingfoot A/R LLC thereunder and all bank accounts with respect thereto
         shall have been reconveyed to the Borrower.

                  (m) The Administrative Agent shall have received evidence that
         (i) Lockbox Agreements shall have been executed and delivered by the
         Borrower and each Deposit Account Institution with respect to each
         Deposit Account in the Lockbox System (other than Excluded Operating
         Accounts) and (ii) such Lockbox Agreements shall have become effective.

                  (n) The facilities established by each of the New Facilities
         Credit Agreements (other than this Agreement) shall have become or
         shall simultaneously become effective on terms satisfactory to the
         Lenders.

                  (o) The Administrative Agent shall have completed an audit of
         the Collateral and the related systems and procedures of the Borrower
         and its Subsidiaries and the results thereof shall be reasonably
         satisfactory to the Arrangers.

                  (p) The Administrative Agent shall have received a completed
         interim calculation of such components of the Borrowing Base, as of
         such period, as the Administrative Agent shall agree.

         The Collateral Agent may enter into agreements with the Borrower to
         grant extensions of time for the perfection of security interests in or
         the obtaining of legal opinions or other documents with respect to
         particular assets (including extensions beyond the Effective Date for
         the perfection of security interests in the assets of the Grantors on
         such date) where it determines that perfection cannot be accomplished
         without undue effort or expense by the time or times at which it



                                                                              55

         would otherwise be required by this Agreement or the Security
         Documents. The Loans made, the application of the proceeds thereof and
         the termination of existing Indebtedness on the Effective Date shall be
         deemed to occur simultaneously.

                  The Administrative Agent shall notify the Borrower and the
Lenders of the Effective Date in writing, and such notice shall be conclusive
and binding. Notwithstanding the foregoing, the obligations of the Lenders to
make Loans hereunder shall not become effective unless each of the foregoing
conditions shall have been satisfied (or waived pursuant to Section 9.02) at or
prior to 5:00 p.m., New York City time, on April 1, 2003 (and, in the event such
conditions are not so satisfied or waived, the Commitments shall terminate at
such time).

                  SECTION 4.02. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing (other than a conversion or
continuation of an outstanding Borrowing), shall be subject to the satisfaction
of the following conditions:

                  (a) The representations and warranties of the Borrower set
         forth in this Agreement and in the other Credit Documents (insofar as
         they relate to the transactions provided for herein or to the
         Collateral securing the Obligations) shall be true and correct in all
         respects material to the rights or interests of the Lenders under the
         Credit Documents on and as of the date of such Borrowing with the same
         effect as though made on and as of such date, except to the extent such
         representations and warranties expressly relate to an earlier date.

                  (b) After giving effect to such Borrowing, the sum of the
         Revolving Credit Exposure and the aggregate principal amount of the
         outstanding Term Loans shall not exceed the Borrowing Base Availability
         then in effect.

                  (c) At the time of and immediately after giving effect to such
         Borrowing no Default or Event of Default shall have occurred and be
         continuing and no breach of the delivery requirements of Section
         5.01(a) or (b) shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a),
(b) and (c) of this Section.



                                                                              56

                                   ARTICLE V

                              Affirmative Covenants

                  Until the Commitments shall have expired or been terminated
and the principal of and interest on each Loan and all fees payable hereunder
shall have been paid in full, the Borrower covenants and agrees with the Lenders
that:

                  SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and each Lender:

                  (a) as soon as available and in any event within 110 days
         after the end of each fiscal year of the Borrower, its audited
         consolidated balance sheet and related statements of income,
         stockholders' equity and cash flows as of the end of and for such year,
         setting forth in each case in comparative form the figures for the
         previous fiscal year, all reported on by PricewaterhouseCoopers or
         other independent public accountants of recognized national standing
         (without any qualification or exception as to the scope of such audit)
         to the effect that such consolidated financial statements present
         fairly in all material respects the financial condition and results of
         operations of the Borrower and its Consolidated Subsidiaries in
         accordance with GAAP consistently applied; and concurrently with the
         filing of the Borrower's annual report on Form 10-K, an annual
         operating plan prepared by management of the Borrower in a manner
         consistent with past practice, which annual operating plan shall
         include, for the fiscal year in which it is delivered, (i) annual and
         quarterly projected income statements, annual and quarterly projected
         statements of cash flow, and a projected year-end balance sheet as of
         the last day of such fiscal year, in each case, for the Borrower and
         its Consolidated Subsidiaries, and (ii) quarterly projections of unit
         and dollar sales, EBIT and operating cash flow by business unit;

                  (b) as soon as available and in any event within 60 days after
         the end of each of the first three fiscal quarters of each fiscal year
         of the Borrower, its consolidated balance sheet and related statements
         of income, stockholders' equity and cash flows as of the end of and for
         such fiscal quarter and the then elapsed portion of the fiscal year,
         setting forth in each case in comparative form the figures for the
         corresponding period or periods of (or, in the case of the balance
         sheet, as of the end of) the previous fiscal year, all certified by one
         of its Financial Officers as presenting fairly in all material respects
         the financial condition and results of operations of the Borrower and
         its Consolidated Subsidiaries in accordance with GAAP consistently
         applied, subject to normal year-end audit adjustments and the absence
         of footnotes;

                  (c) at the time of each delivery of financial statements under
         clause (a) or (b) above, a certificate of a Financial Officer (i)
         certifying as to whether a Default has occurred and, if a Default has
         occurred, specifying the details thereof and any



                                                                              57

         action taken or proposed to be taken with respect thereto, (ii)
         demonstrating compliance with Sections 6.08, 6.09, 6.10 and 6.11 at the
         end of the period to which such financial statements relate and for
         each applicable period then ended, and (iii) stating whether any change
         in GAAP or in the application thereof has occurred since the date of
         the most recent audited financial statements delivered under clause (a)
         above (or, prior to the delivery of any such financial statements,
         since December 31, 2002) and, if any such change has occurred,
         specifying the effect of such change on the financial statements
         accompanying such certificate;

                  (d) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by the Borrower or any Subsidiary with the United States
         Securities and Exchange Commission, or any Governmental Authority
         succeeding to any or all of the functions of said Commission, or with
         any national securities exchange, or distributed by the Borrower to its
         shareholders generally, as the case may be;

                  (e) at the time of each delivery of financial statements under
         clause (a) or (b) above, and at such other times as the Borrower may
         determine, a certificate of a Financial Officer identifying each
         Domestic Subsidiary formed or acquired after the Effective Date and not
         previously identified in a certificate delivered pursuant to this
         paragraph, stating whether each such Domestic Subsidiary is a Consent
         Subsidiary and describing the factors that shall have led to the
         identification of any such Domestic Subsidiary as a Consent Subsidiary;

                  (f) from time to time, all information and documentation
         required to be delivered under Section 4.04 of the Guarantee and
         Collateral Agreement;

                  (g) at the time of each delivery of financial statements under
         clause (a) or (b) above, a certificate of a Financial Officer of the
         Borrower certifying that the requirements of Section 5.08 have been
         satisfied in all material respects; and

                  (h) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of the Borrower or any Subsidiary, or compliance with the
         terms of this Agreement or the other Credit Documents, or the
         perfection of the security interests created by the Security Documents,
         as the Administrative Agent or any Lender may reasonably request.

                  Information required to be delivered pursuant to this Section
5.01 shall be deemed to have been delivered if such information, or one or more
annual or quarterly reports containing such information, shall have been posted
by the Administrative Agent on an IntraLinks or similar site to which the
Lenders have been granted access or shall be available on the website of the
Securities and Exchange Commission at http://www.sec.gov; provided that the
Borrower shall deliver paper copies of such information to any Lender that
requests such delivery. Information required to be



                                                                              58

delivered pursuant to this Section 5.01 may also be delivered by electronic
communications pursuant to procedures approved by the Administrative Agent.

                  SECTION 5.02. Notices of Defaults. The Borrower will furnish
to the Administrative Agent and each Lender prompt written notice of the
occurrence of any Default, together with a statement of a Financial Officer or
other executive officer of the Borrower setting forth the details of the event
or development requiring such notice and any action taken or proposed to be
taken with respect thereto.

                  SECTION 5.03. Existence; Conduct of Business. The Borrower
will, and will cause each of the Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business, except to the extent that failures to keep in
effect such rights, licenses, permits, privileges and franchises would not be
materially likely, individually or in the aggregate for all such failures, to
result in a Material Adverse Change; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.04.

                  SECTION 5.04. Maintenance of Properties. The Borrower will,
and will cause each of the Subsidiaries to, keep and maintain all its property
in good working order and condition, ordinary wear and tear excepted, except to
the extent any failure to do so would not, individually or in the aggregate, be
materially likely to result in a Material Adverse Change (it being understood
that the foregoing shall not prohibit any sale of any assets permitted by
Section 6.06).

                  SECTION 5.05. Books and Records; Inspection and Audit Rights;
Access Rights. (a) The Borrower will, and will cause each of the Subsidiaries
to, keep books of record and account sufficient to enable the Borrower to
prepare the financial statements and other information required to be delivered
under Section 5.01. The Borrower will, and will cause each of the Subsidiaries
to, permit any representatives designated by the Administrative Agent (or by any
Lender acting through the Administrative Agent), upon reasonable prior notice,
to visit and inspect its properties (accompanied by a representative of the
Borrower) and to discuss its affairs, finances and condition with its officers,
all at such reasonable times and as often as reasonably requested.

                  (b) The Borrower will, and will cause each of the other
Grantors to, permit any representatives designated by the Administrative Agent
(including any consultants, accountants, lawyers and appraisers retained by the
Administrative Agent) (or by any Lender acting through the Administrative Agent)
to conduct quarterly evaluations and semiannual appraisals of the Borrower's
computation of the Borrowing Base and the assets included in the Borrowing Base
and such other assets and properties of the Borrower or the Subsidiaries as the
Administrative Agent or Majority Lenders may reasonably require, all at
reasonable times and upon advance notice to the Borrower and, if reasonably
requested at any time when Borrowing Base Availability shall be less than



                                                                              59

$100,000,000, more often than quarterly, in the case of evaluations, or
semiannually, in the case of appraisals. The Borrower shall pay the reasonable
fees (including reasonable and customary internally allocated fees and expenses
of employees of the Administrative Agent as to which invoices have been
furnished) and expenses of any third party representatives retained by the
Administrative Agent as to which invoices have been furnished to conduct any
such evaluation or appraisal, including the reasonable fees and expenses
associated with collateral monitoring services performed by the Collateral Agent
Services Group of the Administrative Agent to the extent not otherwise agreed in
writing by the Borrower and the Administrative Agent. To the extent required by
the Administrative Agent or the Majority Lenders in their discretion (not to be
exercised unreasonably) as a result of any such evaluation, appraisal or
monitoring, the Borrower also agrees to modify or adjust the computation of the
Borrowing Base (which may include maintaining additional reserves or modifying
the eligibility criteria for the components of the Borrowing Base, but not
modifying the specifically enumerated advance rates specified in the definition
of the "Borrowing Base"). Any such modification or adjustment required by the
Administrative Agent or the Majority Lenders shall be made by written notice to
the Borrower setting forth in reasonable detail the basis for such modification
or adjustment, and shall become effective for purposes of the first Borrowing
Base Certificate that is delivered pursuant to Section 5.09 at least five
Business Days after the date of receipt by the Borrower of such written notice.

                  (c) In the event that historical accounting practices, systems
or reserves relating to the components of the Borrowing Base are modified in a
manner that is adverse to the Lenders in any material respect, the Borrower will
agree to maintain such additional reserves (for purposes of computing the
Borrowing Base) in respect of the components of the Borrowing Base and make such
other adjustments to its parameters for including the components of the
Borrowing Base as the Administrative Agent or the Majority Lenders in their
discretion (not to be exercised unreasonably) shall reasonably require based
upon such modifications.

                  SECTION 5.06. Compliance with Laws. The Borrower will, and
will cause each of the Subsidiaries to, comply with all laws, including
Environmental Laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property, except where the failure to do so,
individually or in the aggregate, would not be materially likely to result in a
Material Adverse Change.

                  SECTION 5.07. Insurance. The Borrower will, and will cause
each of the Subsidiaries to, maintain, with financially sound and reputable
insurance companies, insurance in such amounts and against such risks as are
customary among companies of established reputation engaged in the same or
similar businesses and operating in the same or similar locations, except to the
extent the failure to do so would not be materially likely to result in a
Material Adverse Change. The Borrower will furnish to the Administrative Agent
or any Lender, upon request, information in reasonable detail as to the
insurance so maintained.



                                                                              60

                  SECTION 5.08. Guarantees and Collateral. (a) In the event that
there shall at any time exist any North American Subsidiary (other than an
Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the
Guarantee and Collateral Agreement or the Canadian Security Agreements, as the
case may be, the Borrower will promptly notify the Collateral Agent (including
in such notice the information that would have been required to be set forth
with respect to such Subsidiary in the Perfection Certificate if such Subsidiary
had been one of the Grantors listed therein) and will, within 30 days (or such
longer period as may be reasonable under the circumstances) after such
notification, deliver to the Collateral Agent a supplement to the Guarantee and
Collateral Agreement or the Canadian Security Agreements, as the case may be, in
substantially the form specified therein, duly executed and delivered on behalf
of such North American Subsidiary, pursuant to which such North American
Subsidiary will become a party to and a Subsidiary Guarantor and, if it elects
to become an ABL Facilities Grantor or if its consolidated assets are greater
than $10,000,000 as of December 31, 2002, or if later, as of the end of the most
recent fiscal quarter for which financial statements have been delivered
pursuant to Section 5.01(a) or (b), an ABL Facilities Grantor, in each case as
defined in the Guarantee and Collateral Agreement.

                  (b) In the event that the Borrower or any other Grantor shall
at any time own any Material Trademarks (other than Material Trademarks as to
which the actions required by this paragraph have already been taken), the
Borrower will promptly notify the Collateral Agent and will file all Uniform
Commercial Code financing statements or other applicable personal property
security law filings and recordations with the Patent and Trademark Office or
the Canadian Intellectual Property Office as shall be required by law or
reasonably requested by the Collateral Agent to be filed or recorded to perfect
the Liens intended to be created on the ABL Facilities Collateral (to the extent
such Liens may be perfected by filings under the Uniform Commercial Code or
other personal property security legislation as in effect in any applicable
jurisdiction or by filings with the United States Patent and Trademark Office or
the Canadian Intellectual Property Office); provided, that if the consents of
Persons other than the Borrower and the Wholly Owned Subsidiaries would be
required under applicable law or the terms of any agreement in order for a
security interest to be created in any Material Trademark under the Guarantee
and Collateral Agreement or the Canadian Security Agreements, as the case may
be, a security interest shall not be required to be created in such Material
Trademark prior to the obtaining of such consents. The Borrower will endeavor in
good faith to obtain any consents required to permit any security interest in
Material Trademarks to be created under the Guarantee and Collateral Agreement
or the Canadian Security Agreements, as the case may be.

                  (c) The Borrower will, and will cause each Subsidiary to,
execute any and all further documents, financing statements, agreements and
instruments, and take all such further actions, as may be reasonably requested
by the Collateral Agent in order to cause the security interests purported to be
created by the Security Documents or required



                                                                              61

to be created under the terms of this Agreement to constitute valid security
interests, perfected in accordance with this Agreement.

                  (d) During the period of 45 days after the Effective Date, the
Borrower will endeavor in good faith to obtain any consents of third parties
required in order for each North American Subsidiary listed on Part II of
Schedule 1.01A to execute the Guarantee and Collateral Agreement as an ABL
Guarantor and, if its consolidated assets are greater than $10,000,000 as of
December 31, 2002, or if later, as of the end of the most recent fiscal quarter
for which financial statements have been delivered pursuant to Section 5.01(a)
or (b), an ABL Facilities Grantor and perform its obligations thereunder and
shall advise the Collateral Agent in writing whether such consents have been
obtained, and if such consents have been obtained, will cause such North
American Subsidiary to execute the Guarantee and Collateral Agreement as
provided in paragraph (a) above.

                  SECTION 5.09. Borrowing Base Certificate. The Borrower will
furnish to the Administrative Agent, no later than (a) 15 days following the end
of each fiscal month (or, if such day is not a Business Day, the next succeeding
Business Day), a completed Borrowing Base Certificate showing the Borrowing Base
as of the close of business on the last day of such immediately preceding fiscal
month as outlined in Exhibit E, (b) the third Business Day of each week (or less
frequently if agreed to by the Administrative Agent in its sole discretion), an
interim calculation of Eligible Accounts Receivable as of Saturday of the
immediately preceding week and (c) if requested by the Administrative Agent, at
any other time when the Administrative Agent reasonably believes that the then
existing Borrowing Base Certificate is materially inaccurate, as soon as
reasonably practicable but in no event later than five Business Days after such
request, a completed Borrowing Base Certificate showing the Borrowing Base as of
the date so requested, in each case with such supporting documentation and
additional reports with respect to the Borrowing Base as the Administrative
Agent may reasonably request.

                                   ARTICLE VI

                               Negative Covenants

                  Until the Commitments shall have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Borrower covenants and agrees with the Lenders that:

                  SECTION 6.01. Indebtedness and Preferred Equity Interests. The
Borrower will not, and will not permit any Consolidated Subsidiary to, create,
incur, assume or permit to exist any Indebtedness, or issue any preferred stock
or other preferred Equity Interests, except:



                                                                              62

                  (a) Indebtedness under this Agreement (and related
         Indebtedness under the Security Documents) and additional Indebtedness
         that may be incurred pursuant to Section 9.02(c) that does not result
         in the aggregate principal amount of Indebtedness under this Agreement
         exceeding $1,600,000,000;

                  (b) Indebtedness under the other New Facilities Credit
         Agreements (and related Indebtedness under the Security Documents) in
         an amount for each New Facilities Credit Agreement not greater than the
         aggregate amount of the outstanding loans and unfunded commitments of
         the lenders thereunder on the Effective Date;

                  (c) other Indebtedness existing (or incurred pursuant to
         commitments to lend existing) on March 31, 2003, substantially all of
         which is set forth or described in Schedule 6.01 (as such Schedule 6.01
         shall be modified in connection with the delivery of financial
         statements in respect of the fiscal period ended on March 31, 2003);

                  (d) Indebtedness owed to the Borrower or any Subsidiary and
         permitted under Section 6.05(b);

                  (e) Guarantees expressly permitted under Section 6.05;

                  (f) Indebtedness of Foreign Subsidiaries (other than the
         European JV and its subsidiaries and Luxembourg Finance (it being
         understood that Indebtedness of Goodyear S.A., organized under the laws
         of Luxembourg, existing on the date hereof shall be counted against the
         limitation set forth in this Section 6.01(f) from and after the date on
         which it becomes secured)) in an aggregate principal amount (excluding
         Indebtedness existing or incurred under the other clauses of this
         Section 6.01 and under Section 6.05(b)) not greater than $200,000,000
         outstanding at any time;

                  (g) Securitization Transactions (other than those permitted by
         Sections 6.01(j), (l) and (r)) in an aggregate amount not greater than
         $275,000,000 outstanding at any time;

                  (h) Indebtedness of the Borrower or any Subsidiary incurred to
         finance the acquisition, construction or improvement of any fixed or
         capital assets, including Capital Lease Obligations and any
         Indebtedness assumed in connection with the acquisition of any such
         assets or secured by a Lien on any such assets prior to the acquisition
         thereof; provided that such Indebtedness is incurred prior to or within
         180 days after such acquisition or the completion of such construction
         or improvement;

                  (i) Attributable Debt of the Borrower or any Subsidiary
         incurred pursuant to Sale and Leaseback Transactions permitted by
         Section 6.03;



                                                                              63

                  (j) Indebtedness of any Person that becomes a Subsidiary after
         the date hereof as a result of a transaction expressly permitted under
         Section 6.05(e); provided that such Indebtedness exists at the time
         such Person becomes a Subsidiary and is not created in contemplation of
         or in connection with such Person becoming a Subsidiary;

                  (k) obligations of the Borrower and the Subsidiaries existing
         on the date hereof (other than Guarantees, Securitization Transactions
         and Sale and Leaseback Transactions) that would not constitute
         Indebtedness that would appear as liabilities on a consolidated balance
         sheet of the Borrower under GAAP as in effect on the date hereof and
         that, as a result of changes in GAAP after the date hereof, shall be
         required to be reflected on such a balance sheet as liabilities;

                  (l) Indebtedness of any Subsidiary that is not a Consolidated
         Subsidiary under GAAP as in effect on the date hereof (and in the event
         that any such Subsidiary shall become a Consolidated Subsidiary,
         Indebtedness of such Subsidiary existing at the time it becomes a
         Consolidated Subsidiary);

                  (m) any extension, renewal, refinancing or replacement of any
         Indebtedness referred to in any of clauses (a) through (l) above that
         does not increase the outstanding principal amount thereof (except to
         the extent necessary to pay the fees, expenses, underwriting discounts
         and prepayment premiums in connection therewith) or change the parties
         directly or indirectly responsible for the payment of such
         Indebtedness; provided that (i) any such refinancing or replacement
         Indebtedness shall not shorten the maturity of the Indebtedness
         refinanced or replaced or add a requirement not previously applicable
         to the Indebtedness refinanced or replaced that such Indebtedness be
         prepaid, redeemed, repurchased or defeased on one or more scheduled
         dates or upon the happening of one or more events (other than events of
         default or change of control events) before the maturity of the
         Indebtedness refinanced or replaced and (ii) any such refinancing or
         replacement of Indebtedness under any revolving credit or similar
         facility shall be accompanied by the termination of the portion of the
         commitments under such facility under which such refinanced or replaced
         Indebtedness shall have been outstanding;

                  (n) Indebtedness arising from the honoring of a check, draft
         or similar instrument presented by the Borrower or a Subsidiary against
         insufficient funds;

                  (o) Indebtedness pursuant to any Swap Agreement entered into
         to hedge against risks to which the businesses of the Borrower and the
         Subsidiaries are exposed, and not for speculative purposes;

                  (p) unsecured surety and performance bonds entered into in the
         ordinary course of business and not securing Indebtedness;



                                                                              64

                  (q) other unsecured Indebtedness for borrowed money of the
         Borrower, or preferred Equity Interests of the Borrower ("Permitted
         Preferred Stock"), or any combination thereof, not maturing or required
         to be prepaid, redeemed, repurchased or defeased prior to the Maturity
         Date, whether on one or more scheduled dates or upon the happening of
         one or more events (other than events of default (or similar events
         relating to Equity Interests) or change of control events), and any
         Guarantee of such Indebtedness provided by any Subsidiary that is a US
         Guarantor under the Guarantee and Collateral Agreement that is
         subordinated to the Obligations on terms in no material respect less
         favorable to the Lenders than market terms prevailing at the time such
         Guarantee is issued; provided that the aggregate principal or stated
         amount of such Indebtedness (or of the Indebtedness it Guarantees) or
         preferred Equity Interests created or assumed pursuant to this clause
         (q) and outstanding at any time, without duplication, shall not exceed
         $1,000,000,000; provided further, that for purposes of this paragraph,
         any trust preferred stock or similar preferred Equity Interest issued
         by a special purpose entity substantially all the assets of which
         consist of Indebtedness or preferred Equity Interests of the Borrower
         will be deemed to be a preferred Equity Interest of the Borrower;

                  (r) a Securitization Transaction in an aggregate amount not
         greater than $15,000,000 outstanding at any time involving accounts
         receivable, rights to future lease payments or residuals or other
         financial assets, and related property of Goodyear Australia Pty
         Limited; and

                  (s) other Indebtedness in an aggregate amount at any time
         outstanding not to exceed $25,000,000.

                  SECTION 6.02. Liens. The Borrower will not, and will not
permit any Consolidated Subsidiary to, create, incur, assume or permit to exist
any Lien on any property or asset now owned or hereafter acquired by it, or
assign or sell any income or revenues (including accounts receivable) or rights
in respect of any thereof (other than sales of delinquent receivables and sales
of receivables in the ordinary course of business (other than Securitization
Transactions and factoring transactions) for the purpose of accelerating
collection of such receivables), except:

                  (a) Liens created under the New Facilities Documents;

                  (b) Permitted Encumbrances;

                  (c) any Lien on any property or asset of the Borrower or any
         Subsidiary existing on the Effective Date and set forth in Schedule
         6.02; provided that (i) such Lien shall not apply to any other property
         or asset of the Borrower or any Subsidiary and (ii) such Lien shall
         secure only those obligations which it secures on the Effective Date
         and extensions, renewals and replacements thereof that do not increase
         the outstanding principal amount thereof;



                                                                              65

                  (d) any Lien existing on any property or asset prior to the
         acquisition thereof by the Borrower or any Subsidiary or existing on
         any property or asset of any Person that becomes a Subsidiary after the
         date hereof prior to the time such Person becomes a Subsidiary;
         provided that (i) such Lien secures Indebtedness permitted by clause
         (h) or (j) of Section 6.01, (ii) such Lien is not created in
         contemplation of or in connection with such acquisition or such Person
         becoming a Subsidiary, as the case may be, (iii) such Lien shall not
         apply to any other property or assets of the Borrower or any
         Subsidiary, and (iv) such Lien shall secure only those obligations
         which it secures on the date of such acquisition or the date such
         Person becomes a Subsidiary, as the case may be, and extensions,
         renewals and replacements thereof that do not increase the outstanding
         principal amount thereof;

                  (e) Liens on assets acquired, constructed or improved by the
         Borrower or any Subsidiary; provided that (i) such Liens secure
         Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such
         Liens and the Indebtedness secured thereby are incurred prior to or
         within 180 days after such acquisition or the completion of such
         construction or improvement, (iii) the Indebtedness secured thereby
         does not exceed the cost of acquiring, constructing or improving such
         assets and (iv) such Liens shall not apply to any other property or
         assets of the Borrower or any Subsidiary;

                  (f) Liens on assets of Foreign Subsidiaries (other than the
         European JV and its subsidiaries and Luxembourg Finance) securing
         Indebtedness incurred under Section 6.01(f);

                  (g) Liens in connection with Securitization Transactions
         permitted under Section 6.01(g) and (r);

                  (h) Liens in connection with Sale and Leaseback Transactions
         permitted by Section 6.03;

                  (i) Liens on specific items of inventory or other goods (and
         proceeds thereof) securing obligations in respect of bankers'
         acceptances issued for the account of the Borrower or a Subsidiary to
         facilitate the purchase, shipment or storage of such items of inventory
         or other goods;

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

                  (k) any interest of a lessor in property subject to an
         operating lease;



                                                                              66

                  (l) Liens referred to in policies of title insurance with
         respect to Mortgaged Property delivered to the Administrative Agent
         prior to the Effective Date; and

                  (m) other Liens on assets not constituting Collateral;
         provided that the aggregate amount of the Indebtedness and other
         obligations secured by such Liens shall at no time exceed $25,000,000.

                  SECTION 6.03. Sale and Leaseback Transactions. The Borrower
will not, and will not permit any of the Consolidated Subsidiaries to, enter
into or be party to any Sale and Leaseback Transaction other than (a) Sale and
Leaseback Transactions existing on the date hereof and any replacement Sale and
Leaseback Transactions that do not involve assets other than those subject to
the Sale and Leaseback Transactions they replace and do not increase the
Attributable Debt related thereto and (b) other Sale and Leaseback Transactions
the aggregate outstanding Attributable Debt in respect of which does not exceed
$125,000,000.

                  SECTION 6.04. Fundamental Changes. The Borrower will not, and
will not permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
sell, transfer, lease or otherwise dispose of (in one transaction or in a series
of transactions) assets (including capital stock of Subsidiaries) constituting
all or substantially all the assets of the Borrower and its Consolidated
Subsidiaries, taken as a whole, or, in the case of the Borrower, liquidate or
dissolve, except that, if at the time thereof and immediately after giving
effect thereto no Default shall have occurred and be continuing (i) any
Subsidiary may merge into the Borrower in a transaction in which the Borrower is
the surviving corporation, (ii) any Subsidiary may merge into any other
Subsidiary in a transaction in which the surviving entity is a Subsidiary;
except that no Domestic Subsidiary may merge into a Foreign Subsidiary, (iii)
any sale of a Subsidiary made in accordance with Section 6.06 may be effected by
a merger of such Subsidiary and (iv) any Subsidiary may sell, transfer, lease or
otherwise dispose of its assets to the Borrower or to another Subsidiary;
provided that any Investment that takes the form of a merger or consolidation
(other than any merger or consolidation involving the Borrower) that is
expressly permitted by Section 6.05 shall be permitted under this Section 6.04.

                  SECTION 6.05. Investments, Loans, Advances and Guarantees. The
Borrower will not, and will not permit any of the Consolidated Subsidiaries to,
purchase or acquire (including pursuant to any merger with any Person that was
not a Wholly Owned Subsidiary prior to such merger) any capital stock, evidences
of Indebtedness or securities (including any option, warrant or other right to
acquire any of the foregoing) of, make any loans or advances to, make any
Guarantee of any obligations of, or make any investment in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit (each of the
foregoing, an "Investment" in such Person), except:

                  (a) Permitted Investments;



                                                                              67

                  (b) Investments by the Borrower and the Subsidiaries in
         Subsidiaries or the Borrower; provided that no Investment shall made by
         any Credit Party in a Subsidiary that is not a Credit Party pursuant to
         this clause (b) except (i) Investments (A) to fund working capital
         needs of such Subsidiary, (B) to replace amounts available under credit
         facilities or other financings of such Subsidiary existing on the date
         hereof that shall have matured or shall have been terminated or
         reduced, (C) to cover losses from operations of such Subsidiary and (D)
         to provide funds for Capital Expenditures or acquisitions permitted to
         be made by such Subsidiary; provided further, that Equity Interests in
         the European JV or any subsidiary thereof may not be transferred to any
         Subsidiary that is not the European JV or any subsidiary thereof;

                  (c) any Investment by a Credit Party in a Consolidated
         Subsidiary that is not a Credit Party in the form of a transfer of
         assets used in or directly relating to any manufacturing process (but
         excluding any cash or financial asset) from a jurisdiction having
         higher manufacturing costs to a jurisdiction having lower manufacturing
         costs; provided that the aggregate book value of all assets subject to
         all such transfers from and after the Effective Date shall not exceed
         $250,000,000; and any Investment by Goodyear Dunlop Tires NA in a
         Consolidated Subsidiary;

                  (d) Guarantees expressly permitted under Section 6.01;

                  (e) on or after June 30, 2003, the acquisition of any Equity
         Interest; provided that the aggregate consideration paid by the
         Borrower and the Subsidiaries in all such acquisitions (including
         Indebtedness assumed by the Borrower or any Subsidiary) shall not
         exceed $100,000,000 plus the aggregate Net Cash Proceeds from
         Prepayment Events after the date hereof that (i) shall not have been
         required to be applied to prepay loans under any of the New Facilities
         Credit Agreements and (ii) shall not have been used to make Capital
         Expenditures that would otherwise have been prohibited by Section 6.08;

                  (f) Guarantees not permitted by any other clause of this
         Section 6.05 incurred in the ordinary course of business and consistent
         with past practice in an aggregate amount for all such Guarantees at
         any time outstanding not exceeding $50,000,000;

                  (g) Investments received in connection with the bankruptcy or
         reorganization of, or settlement of delinquent accounts and disputes
         with, customers and suppliers, in each case in the ordinary course of
         business;

                  (h) Investments for consideration consisting solely of common
         stock of the Borrower;



                                                                              68

                  (i) Equity Interests and debt obligations obtained by the
         Borrower or any Subsidiary as consideration for any asset sale
         permitted under Section 6.06;

                  (j) Investments in Persons in which the Borrower or any
         Subsidiary has an Equity Interest on the date hereof, including
         Wingfoot Commercial Tire Systems LLC, SAVA Tires Joint Venture Holding
         d.o.o. and South Pacific Tyres that are (i) required to be made as a
         result of the exercise by other holders of Equity Interests in such
         joint ventures of put options or (ii) required to avoid dilution of the
         Borrower's or such Subsidiary's percentage ownership interest therein
         and in an aggregate amount not greater than $200,000,000 during the
         term of this Agreement;

                  (k) Investments that are included in Capital Expenditures for
         the respective periods during which such Investments are made and that
         are permitted under Section 6.08;

                  (l) the purchase of Equity Interests in Sava Joint Venture
         Holding d.o.o.;

                  (m) loans and advances to officers and employees of the
         Borrower and its Subsidiaries in the ordinary course of business;

                  (n) Investments in prepaid expenses in the ordinary course of
         business or in respect of required pension fund contributions;

                  (o) negotiable instruments held for collection and lease,
         utility, workers' compensation, performance and other similar deposits
         in the ordinary course of business;

                  (p) Investments in any Subsidiary that engages in no
         activities other than those related to a Securitization Transaction in
         order to capitalize such Subsidiary at a level customary for a
         securitization vehicle in such a transaction;

                  (q) Investments constituting loans or advances by the European
         JV or any J.V. Subsidiary (as defined in the European Facilities
         Agreement) to the Borrower or any of its Subsidiaries (other than the
         European JV, its Subsidiaries and Luxembourg Finance) as part of cash
         management consistent with past practices in an aggregate amount for
         all such Investments at any time outstanding not exceeding $75,000,000,
         other than Investments the proceeds of which are used (i) to repay
         loans under the US Term Facility Agreement or (ii) if there are no
         outstanding loans under the US Term Facility Agreement, to reduce
         commitments under the US Revolving Facility in an amount equal to such
         Investments;

                  (r) Investments of the proceeds of any Securitization
         Transaction under Section 6.01(r) in South Pacific Tyres; and



                                                                              69

                  (s) Investments not permitted by any other clause of this
         Section in an aggregate amount at any time outstanding not greater than
         $25,000,000.

                  SECTION 6.06. Asset Dispositions. The Borrower will not, and
will not permit any of the Consolidated Subsidiaries to, sell, transfer, lease
or otherwise dispose of (each a "Sale") any asset, including any Equity
Interest, owned by it, nor will the Borrower permit any of the Subsidiaries to
issue any additional Equity Interest in such Subsidiary, except:

                  (a) Sales in the ordinary course of business of inventory and
         worn out or surplus equipment and Permitted Investments, and Sales in
         the ordinary course of business and consistent with past practices of
         assets other than property, plant, Investments in Subsidiaries and
         Intellectual Property; provided that licensing of Intellectual Property
         in the ordinary course of business and consistent with past practices
         shall be permitted;

                  (b) Sales to the Borrower or a Subsidiary; provided that any
         such sale, transfer or disposition by a Credit Party to a Subsidiary
         that is not a Credit Party shall be made in compliance with Section
         6.05;

                  (c) the Sale of Equity Interests in Sava Joint Venture Holding
         d.o.o. to the European JV or any Subsidiary thereof (and any sale of
         such Equity Interests to the Borrower in connection therewith);

                  (d) Sales of accounts receivable or interests therein in
         Securitization Transactions permitted under Sections 6.01(g) and (r);

                  (e) Sales of assets in Sale and Leaseback Transactions
         permitted under Section 6.03;

                  (f) Sales of any Equity Interests in any Person that is not a
         Subsidiary;

                  (g) Sales to Persons other than the Borrower or any Subsidiary
         of assets listed on Schedule 6.06; provided that (i) at least 50% of
         the consideration received in each such Sale of the assets listed on
         Part I of Schedule 6.06 shall consist of cash and (ii) at least 75% of
         the consideration received in each other such Sale listed on Part II of
         Schedule 6.06 shall consist of cash;

                  (h) Sales to the extent the aggregate value of the
         consideration received in any such Sale or series of related Sales does
         not exceed $10,000,000;

                  (i) Investments expressly permitted by Section 6.05; and

                  (j) Sales (other than Sales of accounts receivable or
         inventory) that are not permitted by any other clause of this Section
         6.06; provided that (i) the aggregate consideration received in respect
         of all such Sales in reliance upon this clause (j)



                                                                              70

         shall not exceed $300,000,000 in the aggregate, (ii) all Sales
         permitted pursuant to this clause (j) shall be made for fair value, as
         reasonably determined by the Borrower, and (iii) at least 75% of the
         consideration received in each such Sale shall consist of cash.

                  SECTION 6.07. Restricted Payments. (a) The Borrower will not,
and will not permit any of the Subsidiaries to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, except that (i) the
Borrower may declare and pay dividends payable solely in additional shares of
its common stock, (ii) so long as no Event of Default shall exist, the Borrower
may declare and pay cash dividends and other regularly scheduled distributions
on shares of its Permitted Preferred Stock, (iii) Subsidiaries may make
Restricted Payments ratably with respect to any class of their respective Equity
Interests, (iv) the Borrower may make Restricted Payments pursuant to and in
accordance with stock option or rights plans or other benefit plans for
management, employees, directors or consultants of the Borrower or any
Subsidiary and (v) the Borrower and its Subsidiaries may make Investments
expressly permitted under Section 6.05(j).

                  (b) The Borrower will not, nor will it permit any of the
Subsidiaries to, make or agree to make, directly or indirectly, any payment or
other distribution (whether in cash, securities or other property), except
payments or distributions made in common stock of the Borrower, to any Person
other than the Borrower or a Subsidiary in respect of principal of or interest
on any Indebtedness, or any payment or other distribution (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, defeasance, acquisition,
cancelation or termination of any Indebtedness of the Borrower or any
Subsidiary, except:

                  (i) payments and prepayments under this Agreement (ratably in
         accordance with the Commitments of the Lenders) and the other New
         Facilities Credit Agreements;

                  (ii) regularly scheduled and other mandatory interest and
         principal payments (including pursuant to sinking fund requirements) as
         and when due in respect of any Indebtedness;

                  (iii) refinancings of Indebtedness to the extent permitted by
         Section 6.01(m), including the payment of customary fees, costs and
         expenses in connection therewith, and including additional cash
         payments in an aggregate amount for all such refinancings not to
         exceed, in the case of any refinancing, 5% of the principal amount
         being refinanced; and

                  (iv) the payment of secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness.



                                                                              71

                  SECTION 6.08. Capital Expenditures. The Borrower and the
Subsidiaries will not make Capital Expenditures in any period set forth below in
an amount greater than (a) the sum of (i) the amount set forth below for such
period and each prior period plus (ii) that portion of the aggregate Net Cash
Proceeds from Prepayment Events after the date hereof that shall not have been
required to be applied to prepay loans under any of the New Facilities Credit
Agreements (and shall not have been used to make Investments under Section
6.05(e) in excess of the $100,000,000 limitation set forth therein) minus (b)
the aggregate amount of Capital Expenditures made during any prior period set
forth below:



        Period              Capital Expenditure Amount
        ------              --------------------------
                         
1/1/03 through 12/31/03           $  360,000,000

1/1/04 through 12/31/04           $  500,000,000

1/1/05 through 12/31/05           $  500,000,000

1/1/06 through 3/31/06            $  150,000,000


                  SECTION 6.09. Interest Expense Coverage Ratio. The Borrower
will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated
Interest Expense for any period of four consecutive fiscal quarters to be less
than 2.25 to 1.00.

                  SECTION 6.10. Consolidated Net Worth. The Borrower will not
permit Consolidated Net Worth at the end of any fiscal quarter to be less than
the amount set forth below for such date.



Fiscal Quarter Ending      Minimum Amount
- ---------------------      --------------
                        
March 31, 2003             2,800,000,000

June 30, 2003              2,800,000,000

September 30, 2003         2,800,000,000

December 31, 2003          2,800,000,000

March 31, 2004             2,500,000,000

June 30, 2004              2,500,000,000

September 30, 2004         2,500,000,000

December 31, 2004          2,500,000,000

March 31, 2005             2,000,000,000

June 30, 2005              2,000,000,000

September 30, 2005         2,000,000,000

December 31, 2005          2,000,000,000




                                                                              72


                   March 31, 2006             2,000,000,000


                  SECTION 6.11. Senior Secured Indebtedness Ratio. The Borrower
will not at any date permit the ratio of (a) Consolidated Senior Secured
Indebtedness at such date to (b) Consolidated EBITDA for the most recent period
of four consecutive fiscal quarters for which financial statements have been
delivered pursuant to Section 5.01(a) or (b), to be greater than 4.00 to 1.00.

                                  ARTICLE VII

                                Events of Default

                  If any of the following events ("Events of Default") shall
         occur:

                  (a) the Borrower shall fail to pay any principal of any Loan
         when and as the same shall become due and payable, whether at the due
         date thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan or
         any fee or any other amount (other than an amount referred to in clause
         (a) of this Article) payable under this Agreement or any other Credit
         Document, when and as the same shall become due and payable, and such
         failure shall continue unremedied for a period of (i) in the case of
         fees and interest payable under Sections 2.09 and 2.10, respectively,
         five Business Days, and (ii) in the case of any other fees, interest or
         other amounts (other than those referred to in paragraph (a) above),
         five Business Days after the earlier of (A) the day on which a
         Financial Officer first obtains knowledge of such failure and (B) the
         day on which written notice of such failure shall have been given to
         the Borrower by the Administrative Agent or any Lender;

                  (c) any representation or warranty made or deemed made by or
         on behalf of any Credit Party in any Credit Document or any amendment
         or modification thereof or waiver thereunder shall prove to have been
         incorrect when made or deemed made in any respect material to the
         rights or interests of the Lenders under the Credit Documents;

                  (d) the Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in Section 5.02, 5.03 (with
         respect to the Borrower's existence) or 5.08 or in Article VI;

                  (e) any Credit Party shall fail to observe or perform any
         covenant, condition or agreement contained in any Credit Document
         (other than those specified in clauses (a), (b) and (d) of this
         Article), and such failure shall continue unremedied for a period of 30
         days after written notice thereof from the Administrative Agent to the
         Borrower (which notice will be given at the request



                                                                              73

         of any Lender); provided, that the failure of any Credit Party to
         perform any covenant, condition or agreement made in any Credit
         Document (other than this Agreement) shall not constitute an Event of
         Default unless such failure shall be (i) wilful or (ii) material to the
         rights or interests of the Lenders under the Credit Documents;

                  (f) the Borrower or any Consolidated Subsidiary shall fail to
         make any payment of principal in respect of any Material Indebtedness
         at the scheduled due date thereof and such failure shall continue
         beyond any applicable grace period, or any event or condition occurs
         that results in any Material Indebtedness (other than any
         Securitization Transaction existing on the date hereof) becoming due or
         being required to be prepaid, repurchased, redeemed, defeased or
         terminated prior to its scheduled maturity; provided that this clause
         (f) shall not apply to (i) secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness in accordance with the terms and conditions
         of this Agreement or (ii) Material Indebtedness of any Foreign
         Subsidiary if the Borrower is unable, due to applicable law restricting
         Investments in such Foreign Subsidiary, to make an Investment in such
         Foreign Subsidiary to fund the payment of such Material Indebtedness;

                  (g) any event or condition occurs that continues beyond any
         applicable grace period and enables or permits the holder or holders of
         any Material Indebtedness (other than (i) any Securitization
         Transaction existing on the date hereof and (ii) any Material
         Indebtedness of any Foreign Subsidiary in an aggregate principal amount
         that is less than $50,000,000) or any trustee or agent on its or their
         behalf to cause such Material Indebtedness to become due, or to require
         the prepayment, repurchase, redemption, defeasance or termination
         thereof, prior to its scheduled maturity; provided, that this clause
         (g) shall not apply to (i) secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness in accordance with the terms and conditions
         of this Agreement or (ii) Material Indebtedness of any Foreign
         Subsidiary if the Borrower is unable, due to applicable law restricting
         Investments in such Foreign Subsidiary, to make an Investment in such
         Foreign Subsidiary to fund the payment of such Material Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of the Borrower or any
         Material Subsidiary or its debts, or of a substantial part of its
         assets, under any Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law now or hereafter in effect or (ii) the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any Material
         Subsidiary or for a substantial part of its assets, and, in any such
         case, such proceeding or petition shall continue undismissed for 90
         days or an order or decree approving or ordering any of the foregoing
         shall be entered;



                                                                              74

                  (i) the Borrower or any Material Subsidiary shall (i)
         voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization or other relief under any Federal, state or
         foreign bankruptcy, insolvency, receivership or similar law now or
         hereafter in effect, (ii) consent to the institution of, or fail to
         contest in a timely and appropriate manner, any proceeding or petition
         described in clause (h) of this Article, (iii) apply for or consent to
         the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any Material
         Subsidiary or for a substantial part of its assets, (iv) make a general
         assignment for the benefit of creditors or (v) take any action for the
         purpose of effecting any of the foregoing;

                  (j) the Borrower or any Material Subsidiary shall admit in
         writing its inability or fail generally to pay its debts as they become
         due;

                  (k) an ERISA Event shall have occurred that, when taken
         together with all other ERISA Events that have occurred, would be
         materially likely to result in a Material Adverse Change;

                  (l) Liens created under the Security Documents shall not be
         valid and perfected Liens on a material portion of the Collateral;

                  (m) any Guarantee of the Obligations under the Guarantee and
         Collateral Agreement shall fail to be a valid, binding and enforceable
         Guarantee of one or more Subsidiary Guarantors where such failure would
         constitute or be materially likely to result in a Material Adverse
         Change; or

                  (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Majority Lenders shall, by notice to the Borrower, take any or
all of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in clause (h) or (i) of this
Article, the Commitments shall automatically terminate, the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, in each case without



                                                                              75

presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.

                                  ARTICLE VIII

                                   The Agents

                  Each of the Lenders hereby irrevocably appoints the Agents as
its agents and authorizes the Agents to take such actions on its behalf and to
exercise such powers as are delegated to the Agents by the terms hereof and of
the other Credit Documents, together with such actions and powers as are
reasonably incidental thereto.

                  The bank or banks serving as the Agents hereunder shall have
the same rights and powers in their capacity as Lenders as any other Lender and
may exercise the same as though they were not Agents, and such bank or banks and
their Affiliates may accept deposits from, lend money to and generally engage in
any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if they were not Agents hereunder.

                  The Agents shall not have any duties or obligations except
those expressly set forth herein. Without limiting the generality of the
foregoing (a) the Agents shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the
Agents shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby that the Agents are required to exercise in writing by the
Majority Lenders, and (c) except as expressly set forth herein, the Agents shall
not have any duty to disclose, and shall not be liable for the failure to
disclose, any information communicated to the Agents by or relating to the
Borrower or any Subsidiary. The Agents shall not be liable for any action taken
or not taken by them with the consent or at the request of the Majority Lenders
or the Lenders, as the case may be, or in the absence of their own gross
negligence or wilful misconduct. In addition, the Agents shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Agents by the Borrower or a Lender, and the Agents shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement, (ii)
the contents of any certificate, report or other document delivered hereunder or
in connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article III or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Agents.

                  The Agents shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent,
statement, instrument,



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document or other writing believed by them to be genuine and to have been signed
or sent by the proper Person. The Agents also may rely upon any statement made
to them orally or by telephone and believed by them to be made by the proper
Person, and shall not incur any liability for relying thereon. The Agents may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by them with reasonable care, and shall
not be liable for any action taken or not taken by them in accordance with the
advice of any such counsel, accountants or experts.

                  The Agents may perform any and all their duties and exercise
their rights and powers by or through any one or more sub-agents appointed by
the Agents. The Agents and any such sub-agent may perform any and all their
duties and exercise their rights and powers through their respective Affiliates.
The exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Affiliates of the Agents and any such sub-agent.

                  Subject to the appointment and acceptance of a successor Agent
as provided below, either Agent may resign at any time by notifying the Lenders
and the Borrower. Upon any such resignation, the Majority Lenders shall have the
right to appoint a successor with the Borrower's written consent (which shall
not be unreasonably withheld or delayed and shall not be required from the
Borrower if an Event of Default has occurred and is continuing). If no successor
shall have been so appointed by the Majority Lenders and shall have accepted
such appointment within 30 days after the retiring Agent gives notice of its
resignation, then the retiring Agent may, on behalf of the Lenders, with the
Borrower's written consent (which shall not be unreasonably withheld or delayed
and shall not be required if an Event of Default has occurred and is
continuing), appoint a successor Agent which shall be a bank or an Affiliate
thereof, in each case with a net worth of at least $1,000,000,000 and an office
in New York, New York. Upon the acceptance of its appointment as Agent hereunder
by a successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After an
Agent's resignation hereunder, the provisions of this Article and Section 9.03
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Agents 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 Agents 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.

                  Notwithstanding any other provision contained herein, (a) each
Lender acknowledges that the Administrative Agent is not acting as an agent of
the Borrower and



                                                                              77

that the Borrower will not be responsible for acts or failures to act on the
part of the Administrative Agent and (b) neither the Syndication Agent nor any
of the Documentation Agents shall, in its capacity as such, have any
responsibilities under this Agreement or the other Credit Documents.

                                   ARTICLE IX

                                  Miscellaneous

                  SECTION 9.01. Notices. (a) Except in the case of notices and
other communications expressly permitted to be given by telephone (and subject
to paragraph (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy or e-mail,
as follows:

                  (i) if to the Borrower, to it at 1144 East Market Street,
         Akron, Ohio, 44316-0001, Attention of the Treasurer (Telecopy No. (330)
         796-6502 or (330) 796-8836);

                  (ii) if to the Administrative 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); and

                  (iii) if to a Lender, to it at its address (or telecopy number
         or e-mail address) set forth in Schedule 2.01 or its Administrative
         Questionnaire.

                  (b) Notices and other communications to the Lenders hereunder
may be delivered or furnished by electronic communications pursuant to
procedures approved by the Administrative Agent; provided that the foregoing
shall not apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

                  (c) Any party hereto may change its address, telecopy number
or e-mail address for notices and other communications hereunder by notice to
the other parties hereto. All notices and other communications given to any
party hereto in accordance with the provisions of this Agreement shall be deemed
to have been given on the date of receipt.

                  SECTION 9.02. Waivers; Amendments; Increase of Commitments and
Addition of Term or Revolving Tranches. (a) No failure or delay by any of the
Agents or any Lender in exercising any right or power hereunder shall operate as
a waiver



                                                                              78

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 Agents and the Lenders hereunder
are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any
departure by 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. Without limiting the generality of the foregoing, the making of a Loan
shall not be construed as a waiver of any Default, regardless of whether any
Agent or any Lender may have had notice or knowledge of such Default at the
time.

                  (b) No Credit Document or any provision thereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Credit Parties party thereto and the Administrative Agent or
Collateral Agent, as the case may be, with the consent of the Majority Lenders;
provided, that no such agreement shall (i) increase or extend the expiration
date of the Commitment of any Lender without the written consent of such Lender,
(ii) reduce or forgive all or part of the principal amount of any Loan or reduce
the rate of interest thereon, or reduce any commitment fee payable hereunder,
without the prior written consent of each Lender affected thereby, (iii)
postpone the scheduled date of payment of the principal amount of any Loan or
date for the payment of any interest on any Loan or any commitment fee, or
reduce the amount of, waive or excuse any such payment, without the prior
written consent of each Lender adversely affected thereby, (iv) release all or
substantially all the Subsidiary Guarantors from their Guarantees under the
Guarantee and Collateral Agreement, or release all or substantially all the
Collateral from the Liens of the Security Documents, without the written consent
of each Lender, (v) change any provision of the Guarantee and Collateral
Agreement or any other Security Document to alter the amount or allocation of
any payment to be made to the Secured Parties, or effect any change to Article
XI of the Guarantee and Collateral Agreement, without the consent of each
adversely affected Lender, (vi) change Section 2.15 in a manner that would alter
the pro rata sharing of any payment without the written consent of each Lender
adversely affected thereby, (vii) change any of the provisions of this Section
or the definition of "Majority Lenders" or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender, (viii) change any provision of any
Credit Document in a manner that by its terms adversely affects the rights in
respect of payments due to Lenders holding Loans of any Class differently from
those holding Loans of the other Class, without the written consent of Lenders
holding a majority in interest of the outstanding Loans and unused Commitments
of the affected Class or (ix) amend, modify or otherwise alter the definition of
"Availability Block" or the eligibility standards or advance rates used in
determining the Borrowing Base in a manner which would increase the amount of
the Borrowing Base Availability, without the prior written consent of each
Lender (provided



                                                                              79

that if any amendment, modification or alteration is made after the date hereof
to any eligibility standard by the Administrative Agent or the Majority Lenders
as provided for herein in a manner which would decrease the amount of the
Borrowing Base Availability, such eligibility standard may be subsequently
amended, modified or altered in a manner which would increase the amount of the
Borrowing Base Availability with the prior written consent of Lenders holding
more than 85% in interest of the aggregate amount of the outstanding Loans and
unused Commitments so long as such eligibility standard, as so amended, modified
or altered, would not have increased the Borrowing Base Availability if it had
been applied on the date hereof); provided, further that no such agreement shall
amend, modify or otherwise affect the rights or duties of any of the Agents
under any Credit Document without the prior written consent of each Agent ;
provided further that any amendment, modification or waiver of this Agreement
that by its terms affects the rights or duties under this Agreement of the
Revolving Lenders (but not the Term Lenders) or the Term Lenders (but not the
Revolving Lenders) may be effected by an agreement or agreements in writing
entered into by the Borrower and the requisite percentage in interest of the
affected Class of Lenders that would be required to consent thereto under this
Section if such Class of Lenders were the only Class of Lenders hereunder at
such time.

                  (c) Notwithstanding anything in paragraph (b) of this Section
to the contrary, this Agreement and the other Credit Documents may be amended at
any time and from time to time to increase the aggregate Term Loans by an
agreement in writing (an "Incremental Facility Amendment") entered into by the
Borrower, the Administrative Agent, the Collateral Agent and each Person
(including any Lender) (an "Incremental Lender") that shall agree to make such a
new Term Loan (and each such Person that shall not already be a Term Lender
shall, at the time such agreement becomes effective, become a Term Lender with
the same effect as if it had originally been a Term Lender under this Agreement
with the Term Loans set forth in such agreement); provided that the aggregate
outstanding principal amount of the new Term Loans shall at no time, without the
consent of the Majority Lenders, exceed $300,000,000; provided, further that the
yield with respect to such new Term Loans (taking into account upfront fees paid
to Incremental Lenders) may be no more than the then-current yield with respect
to the existing Term Loans at the time the Incremental Facility Amendment
becomes effective pursuant to its terms (it being understood that the pricing of
the existing Term Loans will be increased and/or additional fees will be paid to
the existing Term Lenders to the extent necessary to satisfy such requirement).
Any such agreement shall amend the provisions of this Agreement and the other
Credit Documents to set forth the terms of the new Term Loans established
thereby (including the amount, the interest to accrue and be payable thereon and
any fees to be payable in respect thereof) and to effect such other changes
(including changes to the provisions of this Section, other than Section
9.02(b)(i) through (ix)) as the Borrower and the Administrative Agent shall deem
necessary or advisable in connection with the establishment of any such Term
Loans. The Term Loans and Borrowings established pursuant to this paragraph
shall constitute Term Loans and Borrowings under, and shall be entitled to all
the benefits afforded by, this Agreement



                                                                              80

and the other Credit Documents, and shall, without limiting the foregoing,
benefit equally and ratably from the Guarantees and security interests created
by the Guarantee and Collateral Agreement and the Security Documents.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Agents, the Arrangers and their Affiliates (including the reasonable fees,
charges and disbursements of Cravath, Swaine & Moore, counsel for the Agents and
the Arrangers and other local and foreign counsel for the Agents and Arrangers,
limited to one per jurisdiction, in connection with the Security Documents and
the creation and perfection of the Liens created thereby and other local and
foreign law matters) in connection with the arrangement and syndication of the
credit facilities provided for herein, the preparation, execution, delivery and
administration of this Agreement and the other Credit Documents or any
amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all reasonable out-of-pocket expenses incurred by the
Agents or any Lender, including the fees, charges and disbursements of any
counsel for the Agents or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Loans made hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or
similar negotiations in respect of such Loans. The Borrower also shall pay all
out-of-pocket expenses incurred by the Collateral Agent in connection with the
creation and perfection of the security interests contemplated by this
Agreement, including all filing, recording and similar fees and, as more
specifically set forth above, the reasonable fees and disbursements of counsel.

                  (b) The Borrower shall indemnify each Agent, each Arranger and
each Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an "Indemnitee") against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses
(including the reasonable fees, charges and disbursements of any counsel for any
Indemnitee), incurred by or asserted against any Indemnitee and arising out of
(i) the execution or delivery of this Agreement or any other Credit Document or
other agreement or instrument contemplated hereby, the performance by the
parties hereto of their respective obligations or the exercise by the parties
hereto of their rights hereunder or thereunder or the consummation of the
Transactions or any other transactions contemplated hereby or thereby, (ii) any
actual or alleged presence or release of Hazardous Materials on or from any
property currently or formerly owned or operated by the Borrower or any of the
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of the Subsidiaries, or (iii) any claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
shall have resulted from the gross negligence or wilful misconduct of



                                                                              81

such Indemnitee or the breach by such Indemnitee of obligations set forth herein
or in any other Credit Document.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to any Agent or any Arranger under paragraph (a) or
(b) of this Section, each Lender severally agrees to pay to such Agent or
Arranger, as the case may be, such Lender's Applicable Percentage (determined as
of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against such Agent or Arranger in its capacity
as such.

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto, the Indemnitees and their respective successors and assigns permitted
hereby, except that (i) the Borrower may not assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by the Borrower without such
consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this
Section. Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, Indemnitees, their
respective successors and assigns permitted hereby, Participants (to the extent
provided in paragraph (c) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Agents, the Arrangers
and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

                  (b) (i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitments and the Loans at the time owing to it); with the prior
written consent (such consent not to be unreasonably withheld or delayed) of:

                  (A) the Borrower; provided that no consent of the Borrower
         shall be required for an assignment to a Lender, an Affiliate of a
         Lender, an Approved Fund (as defined below), a Federal Reserve Bank or,
         if an Event of Default has occurred and is continuing, any other
         assignee; provided further that the consent of the Borrower and the
         consent of the Administrative Agent shall be required for an assignment
         by any Revolving Lender to any Person (other than a Revolving Lender);
         and

                  (B) the Administrative Agent; provided that no consent of the
         Administrative Agent shall be required for an assignment to an assignee
         that is a Lender, an Affiliate of a Lender, a Federal Reserve Bank or
         an Approved Fund.

                  (ii) Assignments shall be subject to the following additional
         conditions:



                                                                              82

                  (A) except in the case of an assignment to a Lender or an
         Affiliate of a Lender, the amount of the Commitment of the assigning
         Lender subject to each such assignment (determined as of the date the
         Assignment and Assumption with respect to such assignment is delivered
         to the Administrative Agent) shall not be less than $1,000,000 or, if
         smaller, the entire remaining amount of the assigning Lender's
         Commitment unless each of the Borrower and the Administrative Agent
         shall otherwise consent, provided (i) that no such consent of the
         Borrower shall be required if an Event of Default has occurred and is
         continuing and (ii) in the event of concurrent assignments to two or
         more assignees that are Affiliates of one another, or to two or more
         Approved Funds managed by the same investment advisor or by affiliated
         investment advisors, all such concurrent assignments shall be
         aggregated in determining compliance with this subsection;

                  (B) each partial assignment shall be made as an assignment of
         a proportionate part of all the assigning Lender's rights and
         obligations under this Agreement; provided that this clause shall not
         be construed to prohibit the assignment of a proportionate part of all
         the assigning Lender's rights and obligations in respect of one Class
         of Commitments or Loans;

                  (C) the parties to each assignment shall execute and deliver
         to the Administrative Agent an Assignment and Assumption, together with
         a processing and recordation fee of $3,500; provided that in the event
         of concurrent assignments to two or more assignees that are Affiliates
         of one another, or to two or more Approved Funds managed by the same
         investment advisor or by affiliated investment advisors, only one such
         fee shall be payable; and

                  (D) the assignee, if it shall not be a Lender, shall deliver
         to the Administrative Agent an Administrative Questionnaire.

                  (iii) Subject to acceptance and recording thereof pursuant to
         paragraph (b)(iv) of this Section, from and after the effective date
         specified in each Assignment and Assumption the assignee thereunder
         shall be a party hereto and, to the extent of the interest assigned by
         such Assignment and Assumption, have the rights and obligations of a
         Lender under this Agreement, and the assigning Lender thereunder shall,
         to the extent of the interest assigned by such Assignment and
         Assumption, be released from its obligations under this Agreement (and,
         in the case of an Assignment and Assumption covering all of the
         assigning Lender's rights and obligations under this Agreement, such
         Lender shall cease to be a party hereto but shall continue to be
         entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.03). Any
         assignment or transfer by a Lender of rights or obligations under this
         Agreement that does not comply with this Section 9.04 shall be treated
         for purposes of this Agreement as a sale by such Lender of a
         participation in such rights and obligations in accordance with
         paragraph (c) of this Section. Each assignment hereunder shall be
         deemed to be an assignment of the related rights under the Guarantee
         and Collateral Agreement.



                                                                              83

                  (iv) The Administrative Agent shall maintain at one of its
         offices a copy of each Assignment and Assumption delivered to it and a
         register for the recordation of the names and addresses of the Lenders,
         and the Commitment of, and principal amount of the Loans owing to, each
         Lender pursuant to the terms hereof from time to time (the "Register").
         The entries in the Register shall be conclusive, and the Borrower, the
         Administrative Agent and the Lenders may treat each Person whose name
         is recorded in the Register pursuant to the terms hereof as a Lender
         hereunder for all purposes of this Agreement, notwithstanding notice to
         the contrary. The Register shall be available for inspection by the
         Borrower and any Lender, at any reasonable time and from time to time
         upon reasonable prior notice.

                  (v) Upon its receipt of a duly completed Assignment and
         Assumption executed by an assigning Lender and an assignee, the
         assignee's completed Administrative Questionnaire (unless the assignee
         shall already be a Lender hereunder), the processing and recordation
         fee referred to in paragraph (b) of this Section and any written
         consent to such assignment required by paragraph (b) of this Section,
         the Administrative Agent shall accept such Assignment and Assumption
         and record the information contained therein in the Register. No
         assignment shall be effective for purposes of this Agreement unless it
         has been recorded in the Register as provided in this paragraph.

                  (vi) By executing and delivering an Assignment and Assumption,
         the assigning Lender thereunder and the assignee thereunder shall be
         deemed to confirm to and agree with each other and the other parties
         hereto as follows: (i) such assigning Lender warrants that it is the
         legal and beneficial owner of the interest being assigned thereby free
         and clear of any adverse claim and that its Commitment and the
         outstanding balances of its Loans, in each case without giving effect
         to assignments thereof that have not become effective, are as set forth
         in such Assignment and Assumption; (ii) except as set forth in clause
         (i) above, such assigning Lender makes no representation or warranty
         and assumes no responsibility with respect to any statements,
         warranties or representations made in or in connection with this
         Agreement or any other Credit Document or any other instrument or
         document furnished pursuant hereto or thereto, or the execution,
         legality, validity, enforceability, genuineness, sufficiency or value
         of any of the foregoing, or the financial condition of the Credit
         Parties or the performance or observance by the Credit Parties of any
         of their obligations under this Agreement or under any other Credit
         Document or any other instrument or document furnished pursuant hereto
         or thereto; (iii) each of the assignee and the assignor represents and
         warrants that it is legally authorized to enter into such Assignment
         and Assumption; (iv) such assignee confirms that it has received a copy
         of this Agreement, together with copies of any amendments or consents
         entered into prior to the date of such Assignment and Assumption and
         copies of the most recent financial statements delivered pursuant to
         Section 5.01



                                                                              84

         and such other documents and information as it has deemed appropriate
         to make its own credit analysis and decision to enter into such
         Assignment and Assumption; (v) such assignee will independently and
         without reliance upon the Agents, such assigning Lender or any other
         Lender and based on such documents and information as it shall deem
         appropriate at the time, continue to make its own credit decisions in
         taking or not taking action under this Agreement; (vi) such assignee
         appoints and authorizes the Agents to take such action as agents on its
         behalf and to exercise such powers under this Agreement and the other
         Credit Documents as are delegated to them by the terms hereof and
         thereof, together with such powers as are reasonably incidental
         thereto; and (vii) such assignee agrees that it will perform in
         accordance with their terms all the obligations that by the terms of
         this Agreement are required to be performed by it as a Lender.

                  (c) (i) Any Lender may, without the consent of the Borrower or
the Administrative Agent, sell participations to one or more banks or other
entities (each a "Participant") in all or a portion of such Lender's rights
and/or obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (A) such Lender's
obligations under this Agreement shall remain unchanged, (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver that affects such Participant and that, under
Section 9.02, would require the consent of each affected Lender. Subject to
paragraph (c)(ii) of this Section, the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.08 as though it
were a Lender, provided such Participant agrees to be subject to Section 2.15(d)
as though it were a Lender.

                  (ii) A Participant shall not be entitled to receive any
         greater payment under Section 2.12 or 2.14 than the applicable Lender
         would have been entitled to receive with respect to the participation
         sold to such Participant, unless the sale of the participation to such
         Participant is made with the Borrower's prior written consent, which
         consent shall specifically refer to this exception. A Participant that
         would be a Foreign Lender if it were a Lender shall not be entitled to
         the benefits of Section 2.14 unless the Borrower is notified of the
         participation sold to such Participant and such Participant agrees, for
         the benefit of the Borrower, to comply with Section 2.14(e) as though
         it were a Lender.



                                                                              85

                  (d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that Agent or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
and so long as the Commitments have not expired or terminated. The provisions of
Sections 2.12, 2.13, 2.14 and 9.03 and Article VIII shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Commitments or the termination of this Agreement or any provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. This
Agreement shall become effective as provided in Section 4.01. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. No failure to obtain any approval required for the effectiveness
of any provision of this Agreement shall affect the validity or enforceability
of any other provision of this Agreement.



                                                                              86

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing and the Loans shall have become due and payable
pursuant to Article VII, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

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

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

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.



                                                                              87

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12. Confidentiality. Each of the Agents and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors who have been informed of the confidential nature of such
Information and instructed to keep such Information confidential, (b) to the
extent requested by any regulatory authority (including the NAIC), (c) to the
extent required by applicable laws or regulations or by any subpoena or similar
legal process, (d) to any other party to this Agreement, (e) to the extent
necessary or advisable in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the written consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to any Agent
or any Lender on a nonconfidential basis from a source other than the Borrower.
For the purposes of this Section, "Information" means all information received
from the Borrower or Persons acting on its behalf relating to the Borrower or
its business, other than any such information that is available to any Agent or
any Lender prior to disclosure by the Borrower on a nonconfidential basis from a
source other than the Borrower that is not known by the recipient to be bound by
a confidentiality agreement or other obligation of confidentiality with respect
to such information. Notwithstanding anything herein to the contrary, any party
to this Agreement (and any employee, representative or other agent of



                                                                              88

such party) may disclose to any and all Persons, without limitation of any kind,
the tax treatment and tax structure of the transactions contemplated by this
Agreement and all materials of any kind (including opinions or other tax
analyses) that are provided to it relating to such tax treatment and tax
structure, but no party shall disclose any information relating to such tax
treatment or tax structure to the extent nondisclosure is necessary in order to
comply with applicable securities laws.

                  SECTION 9.13. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively, the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Alternate Base Rate to the date of
repayment, shall have been received by such Lender.

                  SECTION 9.14. Security Documents. Each Lender hereby
authorizes and directs the Collateral Agent to execute and deliver the Guarantee
and Collateral Agreement and each other Security Document. Each Lender, by
executing and delivering this Agreement, acknowledges receipt of a copy of the
Guarantee and Collateral Agreement and approves and agrees to be bound by and to
act in accordance with the terms and conditions of the Guarantee and Collateral
Agreement and each other Security Document, specifically including (i) the
provisions of Article VI of the Guarantee and Collateral Agreement (governing
the exercise of remedies under the Security Documents and the distribution of
the proceeds realized from such exercise), (ii) the provisions of Article VIII
of the Guarantee and Collateral Agreement (governing the manner in which acts of
the Secured Parties are to be evidenced and the manner in which the amounts of
the Obligations and the other Obligations (as defined in the Guarantee and
Collateral Agreement) are to be determined at any time), (iii) the provisions of
Articles IX and X of the Guarantee and Collateral Agreement (relating to the
duties and responsibilities of the Collateral Agent and providing for the
indemnification and the reimbursement of expenses of the Collateral Agent by the
Lenders), (iv) the provisions of Article XI of the Guarantee and Collateral
Agreement (providing for the subordination of certain Junior Liens (as defined
therein) in favor of the Secured Parties to the Applicable Senior Liens (as
defined therein)) and (v) the provisions of Section 13.13 of the Guarantee and
Collateral Agreement (providing for releases of Guarantees of and Collateral
securing the Obligations). Each party hereto further agrees that the foregoing
provisions of the Guarantee and Collateral Agreement shall apply to each other
Security Document.



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

                                        THE GOODYEAR TIRE &
                                        RUBBER COMPANY,

                                        by
                                          /s/ Stephanie W. Bergeron
                                          ------------------------------------
                                          Name:
                                          Title:

                                        JPMORGAN CHASE BANK,
                                        individually and as Administrative
                                        Agent and Collateral Agent,

                                        by
                                          /s/ B. Joseph Lillis
                                          ------------------------------------
                                          Name:
                                          Title:



                                                                  SIGNATURE PAGE
                                                  TO THE TERM LOAN AND REVOLVING
                                                      CREDIT AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                  THE LENDERS AND JPMORGAN CHASE
                                                   BANK, AS Administrative Agent

Name of Institution BANK OF AMERICA, N.A.

               by /s/ Dan Jelaca
                  --------------------------------
                  Name: Dan Jelaca
                  Title: Vice President



                                                                  SIGNATURE PAGE
                                                  TO THE TERM LOAN AND REVOLVING
                                                      CREDIT AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                  THE LENDERS AND JPMORGAN CHASE
                                                   BANK, AS Administrative Agent

Name of Institution: Citicorp USA, Inc.

               by /s/ James R. Williams
                  --------------------------------
                  Name: JAMES R. WILLIAMS
                  Title: Vice President



                                                                  SIGNATURE PAGE
                                                  TO THE TERM LOAN AND REVOLVING
                                                      CREDIT AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                  THE LENDERS AND JPMORGAN CHASE
                                                   BANK, AS Administrative Agent

Name of Institution: The CIT Group / Business Credit, Inc.

               by /s/ Gary L. Lambo
                  --------------------------------
                  Name: Gary L. Lambo
                  Title: VP



                                                                  SIGNATURE PAGE
                                                  TO THE TERM LOAN AND REVOLVING
                                                      CREDIT AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                  THE LENDERS AND JPMORGAN CHASE
                                                   BANK, AS Administrative Agent

Name of Institution: Congress Financial Corporation (Central)

               by /s/ Steven Linderman
                  --------------------------------
                  Name: Steven Linderman
                  Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                  TO THE TERM LOAN AND REVOLVING
                                                      CREDIT AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                  THE LENDERS AND JPMORGAN CHASE
                                                   BANK, AS Administrative Agent

Name of Institution: FLEET CAPITAL CORP

               by /s/ Allan R. Juleus
                  --------------------------------
                  Name: Allan R. Juleus
                  Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                  TO THE TERM LOAN AND REVOLVING
                                                      CREDIT AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                  THE LENDERS AND JPMORGAN CHASE
                                                   BANK, AS Administrative Agent

Name of Institution: Foothill Capital Corporation

               by /s/ Rina Shinoda
                  --------------------------------
                  Name: Rina Shinoda
                  Title: Vice President



                                                                  SIGNATURE PAGE
                                                  TO THE TERM LOAN AND REVOLVING
                                                      CREDIT AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                  THE LENDERS AND JPMORGAN CHASE
                                                   BANK, AS Administrative Agent

Name of Institution: GENERAL ELECTRIC CAPITAL CORPORATION

               by /s/ Donald J. Cavanagh
                  --------------------------------
                  Name: Donald J. Cavanagh
                  Title: Duly Authorized Signatory



                                                                  SIGNATURE PAGE
                                                  TO THE TERM LOAN AND REVOLVING
                                                      CREDIT AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                  THE LENDERS AND JPMORGAN CHASE
                                                   BANK, AS Administrative Agent

Name of Institution: GMAC Commercial Finance LLC

               by /s/ W. Wakefield Smith
                  --------------------------------
                  Name: W. Wakefield Smith
                  Title: Director



                                                                  SIGNATURE PAGE
                                                  TO THE TERM LOAN AND REVOLVING
                                                      CREDIT AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                  THE LENDERS AND JPMORGAN CHASE
                                                   BANK, AS Administrative Agent

Name of Institution: JPMORGAN CHASE BANK

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



                                                                  SIGNATURE PAGE
                                                  TO THE TERM LOAN AND REVOLVING
                                                      CREDIT AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                  THE LENDERS AND JPMORGAN CHASE
                                                   BANK, AS Administrative Agent

Name of Institution: ORIX Financial Services, Inc.

               by /s/ Frank J Plank
                  --------------------------------
                  Name: Frank J Plank
                  Title: President



                                                                  SIGNATURE PAGE
                                                  TO THE TERM LOAN AND REVOLVING
                                                      CREDIT AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                  THE LENDERS AND JPMORGAN CHASE
                                                   BANK, AS Administrative Agent

Name of Institution: National City Commercial Finance, Inc.

               by /s/ Carla L. Kehres
                  --------------------------------
                  Name: Carla L. Kehres
                  Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                  TO THE TERM LOAN AND REVOLVING
                                                      CREDIT AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                  THE LENDERS AND JPMORGAN CHASE
                                                   BANK, AS Administrative Agent

Name of Institution: State Of California Public Employees' Retirement System

               by /s/ Thomas McDonagh
                  --------------------------------
                  Name: Thomas McDonagh
                  Title: Portfolio Manager



                                                                  SIGNATURE PAGE
                                                  TO THE TERM LOAN AND REVOLVING
                                                      CREDIT AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                  THE LENDERS AND JPMORGAN CHASE
                                                   BANK, AS Administrative Agent

Name of Institution: UPS Capital Corporation

               by /s/ Charles G. Johnson
                  --------------------------------
                  Name: Charles G. Johnson
                  Title: Senior Vice President

EX-4.5

                                                                     EXHIBIT 4.5

                                                                  EXECUTION COPY
================================================================================

                    MASTER GUARANTEE AND COLLATERAL AGREEMENT

                                   dated as of

                                 March 31, 2003,

                                      among

                       THE GOODYEAR TIRE & RUBBER COMPANY,

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

                            THE LENDERS PARTY HERETO

                                       and

                              JPMORGAN CHASE BANK,

                               as Collateral Agent

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



                                TABLE OF CONTENTS



                                                                                             Page
                                                                                             ----
                                                                                          
                                    ARTICLE I

                                   Definitions

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

                                   ARTICLE II

                                   Guarantees

SECTION 2.01. Guarantees...................................................................   13
SECTION 2.02. Guarantee of Payment.........................................................   13
SECTION 2.03. No Limitations...............................................................   13
SECTION 2.04. Reinstatement................................................................   15
SECTION 2.05. Agreement To Pay; Subrogation................................................   15
SECTION 2.06. Information..................................................................   15

                                   ARTICLE III

                              Pledge of Securities

SECTION 3.01. Pledge.......................................................................   15
SECTION 3.02. Voting Rights; Dividends and Interest........................................   16

                                   ARTICLE IV

                     Security Interests in Personal Property

SECTION 4.01. Creation of Security Interests...............................................   17
SECTION 4.02. Certain Filings..............................................................   19
SECTION 4.03. Representations and Warranties...............................................   19
SECTION 4.04. Covenants....................................................................   19
SECTION 4.05. Other Actions................................................................   21
SECTION 4.06. Covenants Regarding Patent, Trademark and Copyright Collateral...............   21
SECTION 4.07. Lockbox System...............................................................   22
SECTION 4.08. Insurance....................................................................   23

                                    ARTICLE V

                 Other Pledges, Mortgages and Security Interests

SECTION 5.01. Summary of Certain Other Security Documents..................................   24




                                                                                          
SECTION 5.02. Other Security Documents Subject to This Agreement...........................   24

                                   ARTICLE VI

                                    Remedies

SECTION 6.01. Remedies Upon Default........................................................   25
SECTION 6.02. Exercise of Remedies under Other Security Documents..........................   27
SECTION 6.03. Application of Proceeds......................................................   27
SECTION 6.04. Grant of License to Use Intellectual Property................................   28
SECTION 6.05. Securities Act...............................................................   28

                                   ARTICLE VII

                    Indemnity, Subrogation and Subordination

SECTION 7.01. Indemnity and Subrogation....................................................   29
SECTION 7.02. Contribution and Subrogation.................................................   30
SECTION 7.03. Subordination................................................................   30

                                  ARTICLE VIII

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

SECTION 8.01. Acts of Secured Parties and Administrative Agent.............................   31
SECTION 8.02. Determination of Amounts of Secured Obligations and Existence of
                 Events of Default under Credit Agreements; Acceleration...................   31

                                   ARTICLE IX

                           Duties of Collateral Agent

SECTION 9.01. Notices to Administrative Agents under Credit Agreements.....................   31
SECTION 9.02. Actions Under This Agreement.................................................   32

                                    ARTICLE X

                         Concerning the Collateral Agent

SECTION 10.01. Limitations on Responsibility of Collateral Agent...........................   33
SECTION 10.02. Reliance by Collateral Agent; Indemnity Against Liabilities, etc............   34
SECTION 10.03. Resignation and Removal of the Collateral Agent.............................   35
SECTION 10.04. Expenses and Indemnification................................................   35





                                                                                          
                                   ARTICLE XI

                         Subordination of Certain Liens

                                   ARTICLE XII

                   Subordination of Intercompany Indebtedness

SECTION 12.01. Subordination...............................................................   38
SECTION 12.02. Dissolution or Insolvency...................................................   39
SECTION 12.03. Subrogation.................................................................   39
SECTION 12.04. Other Creditors.............................................................   39
SECTION 12.05. No Waiver...................................................................   39
SECTION 12.06. Obligations Hereunder Not Affected..........................................   40

                                  ARTICLE XIII

                                  Miscellaneous

SECTION 13.01. Notices.....................................................................   40
SECTION 13.02. Waivers; Amendment..........................................................   41
SECTION 13.03. Collateral Agent's Fees and Expenses; Indemnification.......................   41
SECTION 13.04. Successors and Assigns......................................................   41
SECTION 13.05. Survival of Agreement.......................................................   42
SECTION 13.06. Counterparts; Effectiveness; Several Agreement..............................   42
SECTION 13.07. Severability................................................................   42
SECTION 13.08. Right of Set-Off............................................................   42
SECTION 13.09. Governing Law; Jurisdiction; Consent to Service of Process..................   43
SECTION 13.10. WAIVER OF JURY TRIAL........................................................   43
SECTION 13.11. Headings....................................................................   44
SECTION 13.12. Security Interest Absolute..................................................   44
SECTION 13.13. Termination or Release......................................................   44
SECTION 13.14. Additional Grantors and Guarantors..........................................   45
SECTION 13.15. Collateral Agent Appointed Attorney-in-Fact.................................   46
SECTION 13.16. Collateral Agent as Joint and Several Creditor..............................   46
SECTION 13.17. Post-Closing Letter Agreements..............................................   47
SECTION 13.18. Credit Party Obligations....................................................   47





Schedules

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

Exhibits

Exhibit I         Form of Perfection Certificate



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

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

                                    ARTICLE I

                                   Definitions

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

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

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

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

                  "ABL Facilities Agreement" means the Term Loan and Revolving
Credit Agreement dated as of March 31, 2003, among the Company, certain lenders,
JPMCB, as administrative agent, Citicorp USA Inc., as syndication agent, and
Bank of America, N.A. and The CIT Group/Business Credit, Inc., as documentation
agents.

                  "ABL Facilities Collateral" means any and all of the following
assets and properties now owned or at any time hereafter acquired by any ABL
Facilities Grantor or in which such ABL Facilities Grantor now has or at any
time in the future may acquire any right, title or interest: (a) all Accounts;
(b) all Chattel Paper; (c) all Deposit Accounts (and all cash, checks and other
negotiable instruments, funds and other evidences of payment held therein); (d)



                                                                               2

all Inventory; (e) to the extent evidencing, governing, securing or otherwise
related to the items referred to in the preceding clauses (a), (b), (c) and (d),
all Documents, General Intangibles (other than Intellectual Property and, in the
case of any ABL Facilities Grantor that is organized under the laws of Canada or
one or more provinces thereof, indemnification claims, contract rights
(including rights under leases, whether entered into as lessor or lessee, Swap
Agreements and other agreements), goodwill, registrations and franchises),
Instruments, Investment Property (other than (i) US Facilities Pledged Equity
Interests, (ii) Equity Interests in Luxembourg Finance, (iii) the Equity
Interests described in clauses (b), (c) and (d) of the definition of Excluded
Equity Interests and (iv) Proceeds in respect of Equity Interests described in
clauses (i), (ii) and (iii)) and Letter of Credit Rights; (f) all books and
records related to the foregoing; and (g) all Proceeds of any and all of the
foregoing and all collateral security and guarantees given by any Person with
respect to any of the foregoing.

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

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

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

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

                  "Acceptable Financing" means a credit facility extended to the
Company as a debtor-in-possession in a proceeding commenced by or against the
Company under the Bankruptcy Code that (a) replaces and results in the payment
of all amounts outstanding or owed to the Lenders under the ABL Facilities
Agreement at the time of the first extension of credit under such credit
facility made following the entry of a final order approving such credit
facility, (b) is arranged by J.P. Morgan Securities Inc. (or, if J.P. Morgan
Securities Inc. shall elect not to arrange such credit facility, another
recognized provider of debtor-in-possession financings for substantial corporate
debtors that shall be a Lender under one or both of the US Facilities
Agreements) and (c) provides for extensions of credit in an aggregate amount not
in excess of the greater of (i) $1,600,000,000 and (ii) the amount available to
be borrowed from time to time under the Borrowing Base under and as defined in
the ABL Facilities Agreement as in effect at the commencement of such
proceeding.

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

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

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

                  "Aircraft" means the airships listed on Schedule I.

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



                                                                               3

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

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

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

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

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

                  "Applicable Credit Agreement" means (a) as to the ABL
Facilities Collateral, the ABL Facilities Agreement, (b) as to the European
Facilities Collateral, the European Facilities Agreement, (c) as to the
Luxembourg Finance Pledged Collateral, the European Facilities Agreement and (d)
as to the US Facilities Collateral, the US Revolving Facility Agreement and the
US Term Facility Agreement.

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

                  "Applicable Senior Liens" means (a) as to the ABL Facilities
Junior Liens, the Liens on the ABL Facilities Collateral securing the ABL
Facilities Obligations and the Collateral Agent Obligations, (b) as to the
Luxembourg Finance Junior Liens, the Liens on the Luxembourg Finance Pledged
Collateral securing the European Facilities Obligations referred to therein and
the Collateral Agent Obligations and (c) as to the Intellectual Property Junior
Liens, the Liens on the Intellectual Property consisting of Trademarks included
in the US Facilities Article 9 Collateral and in the Canadian Intellectual
Property Collateral securing the US Facilities Obligations, the US Miscellaneous
Obligations and the Collateral Agent Obligations.

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

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

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



                                                                               4

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

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

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

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

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

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

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

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

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

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

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



                                                                               5

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

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

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

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

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

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

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

                  "European Facilities Agreement" means the $650,000,000 Term
Loan and Revolving Credit Agreement dated as of March 31, 2003, among the JV,
the other borrowers thereunder, certain lenders, JPMCB, as administrative agent,
and Deutsche Bank AG, as syndication agent.

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

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

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

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



                                                                               6

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

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

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

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

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

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

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

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

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

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



                                                                               7

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

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

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

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

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

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

                  "Intellectual Property" means, as to any US Grantor, all
intellectual and similar property of every kind and nature now owned or
hereafter acquired by such Grantor, including inventions, designs, Patents,
Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary
technical and business information, know-how, show-how or other data or
information, software and databases and all embodiments or fixations thereof and
related documentation, registrations and franchises, and all additions,
improvements and accessions to, and books and records describing or used in
connection with, any of the foregoing.

                  "Intellectual Property Junior Liens" means all Liens on the
Intellectual Property consisting of Trademarks included in the US Facilities
Article 9 Collateral securing the ABL Facilities Obligations.

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

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

                  "Junior Liens" means the ABL Facilities Junior Liens, the
Luxembourg Finance Junior Liens and the Intellectual Property Junior Liens.

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



                                                                               8

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

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

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

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

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

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

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

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

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

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

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

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



                                                                               9

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

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

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

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

                  "Patents" means all of the following now owned or hereafter
acquired by any US Facilities Grantor: (a) all letters patent of the United
States or the equivalent thereof in any other country, all registrations and
recordings thereof, and all applications for letters patent of the United States
or the equivalent thereof in any other country, including registrations,
recordings and pending applications in the United States Patent and Trademark
Office or any similar offices in any other country, including those listed on
Schedule II to the Perfection Certificate, as updated from time to time pursuant
to Section 4.04(c), and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions
disclosed or claimed therein, including the right to make, use and/or sell the
inventions disclosed or claimed therein.

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

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

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

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

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

                  "Swap Agreement" means any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference



                                                                              10

to, one or more rates or prices for one or more currencies, commodities, equity
or debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions.

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

                  "Swiss Franc Basket" means 5% of the consolidated stated
capital, capital surplus and retained earnings of the Company and its
consolidated subsidiary companies, after deducting the cost of shares of the
Company held in the treasury, as shown on the latest consolidated balance sheet
contained in the latest annual report to shareholders of the Company as of the
date hereof.

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

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

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

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

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

                  "US Facilities Article 9 Collateral" means any and all of the
following assets and properties now owned or at any time hereafter acquired by
any US Facilities Grantor or in which such US Facilities Grantor now has or at
any time in the future may acquire any right, title or interest: (a) all
Documents; (b) all Equipment (other than fixtures to real property not
constituting Mortgaged Properties); (c) all General Intangibles; (d) all
Instruments; (e) all Investment Property (other than (i) US Facilities Pledged
Equity Interests, (ii) Equity Interests in Luxembourg Finance, (iii) the Equity
Interests described in clauses (b), (c) and (d) of the definition of Excluded
Equity Interests and (iv) Proceeds in respect of Equity Interests described in
clauses (i), (ii) and (iii)); (f) all Letter-of-Credit rights; (g) all books and
records pertaining to



                                                                              11

any of the foregoing; (h) all Aircraft Collateral; and (i) to the extent not
otherwise included, all Proceeds and products of any and all of the foregoing
and all collateral security and guarantees given by any Person with respect to
any of the foregoing; provided, however, that, notwithstanding any of the
foregoing provisions of this definition, the US Facilities Article 9 Collateral
shall not include (i) any ABL Facilities Collateral or (ii) Consent Assets.

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

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

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

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

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

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

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

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

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

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



                                                                              12

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

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

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

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

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

                  "US Revolving Facility Agreement" means the $750,000,000
Amended and Restated Revolving Credit Agreement dated as of March 31, 2003,
among the Company, certain lenders and JPMCB, as administrative agent.

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

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

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

                  "US Term Facility Agreement" means the $645,454,545 Term Loan
Agreement dated as of March 31, 2003, among the Company, certain lenders, JPMCB,
as administrative agent, and BNP Paribas, as syndication agent.

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

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



                                                                              13

                                   ARTICLE II

                                   Guarantees

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

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

                  SECTION 2.03. No Limitations. (a) Except for termination of a
Guarantor's obligations hereunder as expressly provided in Section 13.13, the
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense or set-off, counterclaim, recoupment or termination whatsoever by
reason of the invalidity, illegality or unenforceability of the Guaranteed
Obligations of such Guarantor or otherwise. Without limiting the generality of
the foregoing, the obligations of each Guarantor hereunder shall not be
discharged or impaired or otherwise affected by (i) the failure of the
Collateral Agent or any other Secured Party to assert any claim or demand or to
enforce any right or remedy under the provisions of any Credit Document or
otherwise; (ii) any rescission, waiver, amendment or modification of, or any
release from any of the terms or provisions of, any Credit Document or any other
agreement, including with respect to any other Guarantor under this Agreement;
(iii) the release of any security held by the Collateral Agent or any other
Secured Party for the Guaranteed Obligations of such Guarantor or any of them;
(iv) any default, failure or delay, wilful or otherwise, in the performance of
the Guaranteed Obligations of such Guarantor; or (v) any other act or omission
that may or might in any manner or to any extent vary the risk of such Guarantor
or otherwise operate as a discharge of such Guarantor as a matter of law or
equity (other than the indefeasible payment in full in cash of all the
Guaranteed Obligations of such Guarantor). Each Guarantor expressly authorizes
the Secured Parties to take and hold security for the payment and performance of
the Guaranteed Obligations of such Guarantor, to exchange, waive or release any
or all such security (with or without consideration), to enforce or apply such
security and direct the order and manner of any sale thereof in their sole
discretion or to release or substitute any one or more other guarantors or
obligors upon or in respect of the Guaranteed Obligations of such Guarantor, all
without affecting the obligations of such Guarantor hereunder.

                  (b) To the fullest extent permitted by applicable law, each
Guarantor waives any defense based on or arising out of any defense of any
Borrower or any other Credit Party or the unenforceability of the Guaranteed
Obligations of such Guarantor or any part thereof from any cause, or the
cessation from any cause of the liability of any Borrower or any other Credit
Party,



                                                                              14

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

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

                  (d) In the case of a Guarantor established in Germany as a
limited liability company (Gesellschaft mit beschrankter Haftung) (a "German
GmbH Guarantor"), or as a limited partnership (Kommanditgesellschaft) with a
limited liability company (Gesellschaft mit beschrankter Haftung) as sole
general partner (the "German GmbH & Co. KG Guarantor", together with any "German
GmbH Guarantor" hereinafter referred to as "German Guarantor"), the enforcement
against such German Guarantor of any and all claims arising under this Article
II shall, if and to the extent that under this Article II the relevant German
Guarantor guarantees obligations of any of the German Guarantor's affiliated
companies (verbundenes Unternehmen) within the meaning of Section 15 of the
German Stock Corporation Act (Aktiengesetz) (other than any of the German
Guarantor's Subsidiaries), at all times be limited to an amount equal to the
German GmbH Guarantor's, or in the case of a GmbH & Co. KG Guarantor its general
partner's, assets (the calculation of which shall include all items set forth in
Section266(2) A, B and C of the German Commercial Code (Handelsgesetzbuch)) less
the sum of (A) the German GmbH Guarantor's, or in the case of a GmbH & Co. KG
Guarantor its general partner's, liabilities (the calculation of which shall
include all items set forth in Section266(3) B, C and D of the German Commercial
Code), and (B) the registered share capital (Stammkapital) of the German GmbH
Guarantor, or in the case of a German GmbH & Co. KG Guarantor of its general
partner (the "Net Assets"). For the purposes of the calculation of the Net
Assets loans and other contractual liabilities incurred in negligent or wilful
violation of the provisions of the Credit Documents shall be disregarded. In
addition, in case of an enforcement of the guarantee granted under this Article
II, the German GmbH Guarantor, or in the case of a German GmbH & Co. KG
Guarantor its general partner and the German GmbH & Co. KG Guarantor, shall
realize, to the extent legally permitted and, in respect of the German GmbH
Guarantor's, or in the case of a German GmbH & Co. KG Guarantor its general
partner's and the German GmbH & Co. KG Guarantor's, business,



                                                                              15

commercially justifiable, in a situation where the German GmbH Guarantor, or in
the case of a German GmbH & Co. KG Guarantor its general partner and the German
GmbH & Co. KG Guarantor, does not have sufficient Net Assets to maintain its
registered share capital, any and all of its assets that are shown in the
balance sheet with a book value (Buchwert) that is significantly lower than the
market value of the assets if such asset is not necessary for the German GmbH
Guarantor's, or in the case of a German GmbH & Co. KG Guarantor its general
partner's and the German GmbH & Co. KG Guarantor's, business
(betriebsnotwendig).

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

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

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

                                  ARTICLE III

                              Pledge of Securities

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



                                                                              16

                  SECTION 3.02. Voting Rights; Dividends and Interest. (a)
Unless and until an Event of Default (as defined in either US Facilities Credit
Agreement) shall have occurred and be continuing and the Collateral Agent shall
have notified the US Facilities Grantors that their rights under this Section
3.02 are being suspended:

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

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

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

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



                                                                              17

principal or other distributions that such US Facilities Grantor would otherwise
be permitted to retain pursuant to the terms of paragraph (a)(iii) of this
Section and that remain in such account.

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

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

                                   ARTICLE IV

                     Security Interests in Personal Property

                  SECTION 4.01. Creation of Security Interests. (a) As security
for the payment or performance, as the case may be, in full of the ABL
Facilities Obligations and the Applicable Collateral Agent Obligations, each ABL
Facilities Grantor hereby grants to the Collateral Agent, its successors and
assigns, for the benefit of the ABL Facilities Secured Parties and the
Collateral Agent, a security interest in, all right, title or interest in or to
any and all the ABL Facilities Collateral now owned or at any time hereafter
acquired by such ABL Facilities Grantor or in which such ABL Facilities Grantor
now has or at any time in the future may acquire any right, title or interest.

                  (b) As security for the payment or performance, as the case
may be, in full of the US Facilities Obligations and the US Miscellaneous
Obligations, on an equal and ratable basis, and, as to each such Class of
Obligations, the Applicable Collateral Agent Obligations, each ABL Facilities
Grantor hereby grants to the Collateral Agent, its successors and assigns, for
the benefit of the US Facilities Secured Parties, the US Miscellaneous Secured
Parties and the Collateral Agent, a security interest in, all right, title or
interest in or to any and all the ABL Facilities Collateral now owned or at any
time hereafter acquired by such ABL Facilities Grantor or in which such ABL
Facilities Grantor now has or at any time in the future may acquire any right,
title or interest; the US Facilities Secured Parties, the US Miscellaneous
Secured Parties and the Collateral Agent agree that the foregoing assignment,
pledge and grant shall be on a junior, second priority basis and shall be
subordinated as described in, and subject to, Section 11.03.



                                                                              18

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

                  (d) As security for the payment or performance, as the case
may be, in full of the ABL Facilities Obligations and the Applicable Collateral
Agent Obligations, each US Facilities Grantor hereby grants to the Collateral
Agent, its successors and assigns, for the benefit of the ABL Facilities Secured
Parties and the Collateral Agent, a security interest in, all right, title or
interest in or to any and all the Intellectual Property consisting of Trademarks
included in the US Facilities Article 9 Collateral now owned or at any time
hereafter acquired by such US Facilities Grantor or in which such US Facilities
Grantor now has or at any time in the future may acquire any right, title or
interest; the ABL Facilities Secured Parties agree that the foregoing
assignment, pledge and grant shall be on a junior, second priority basis and
shall be subordinated as described in, and subject to, Section 11.03.

                  (e) As security for the payment or performance, as the case
may be, in full of the US Facilities Obligations and the US Miscellaneous
Obligations, on an equal and ratable basis, and the Applicable Collateral Agent
Obligations, the Company hereby grants to the Collateral Agent, its successors
and assigns, for the benefit of the US Facilities Secured Parties, the US
Miscellaneous Secured Parties and the Collateral Agent, a security interest in,
all right, title or interest in or to any and all the US Facilities Article 9
Collateral constituting a "manufacturing facility", as defined in the Swiss
Franc Bond Agreement, now owned or at any time hereafter acquired by it or in
which it now has or at any time in the future may acquire any right, title or
interest; provided, that the aggregate amount of the US Facilities Obligations,
Collateral Agent Obligations and US Miscellaneous Obligations that are secured
by (i) the security interest granted under this paragraph, and (ii) any Liens on
US Facilities Collateral owned by the Company constituting "manufacturing
facilities", as defined in the Swiss Franc Bond Agreement, that are created
under the US Facilities Mortgages and are not for the equal and ratable benefit
of the Swiss Franc Obligations, shall not exceed the amount, if any, that can be
so secured without violation of the Swiss Franc Bond Agreement.

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



                                                                              19

                  (g) Notwithstanding anything in this Section or in any Other
Security Document to the contrary, the aggregate amount of the US Facilities
Obligations and Swiss Franc Obligations secured by (i) the security interests
granted under this Section, and (ii) any Liens created under the US Facilities
Mortgages, in each case in or on the Indenture Properties shall not exceed the
Indenture Basket.

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

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

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

                  SECTION 4.03. Representations and Warranties. The US Grantors
jointly and severally represent and warrant to the Collateral Agent and the
Secured Parties that each US Grantor has good and valid rights (including
ownership rights) in the material Article 9 Collateral with respect to which it
has purported to grant a security interest hereunder.

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

                  (b) Each US Grantor agrees to maintain, at its own cost and
expense, such complete and accurate records with respect to the Article 9
Collateral owned by it as shall be consistent with its current practices and in
accordance with such prudent and standard practices used in industries that are
the same as or similar to those in which such US Grantor is engaged, but in any
event to include complete accounting records indicating all payments and
proceeds



                                                                              20

received with respect to any part of the Article 9 Collateral, and, at such time
or times as the Collateral Agent may reasonably request, promptly to prepare and
deliver to the Collateral Agent schedules in form and detail reasonably
satisfactory to the Collateral Agent showing the identity, amount and location
of any specified Article 9 Collateral.

                  (c) Each year, at the time of delivery of annual financial
statements of the Company with respect to the preceding fiscal year pursuant to
each Credit Agreement, the Company shall deliver to the Collateral Agent a
certificate executed on behalf of the Company by a Financial Officer and a legal
officer of the Company setting forth the information required pursuant to the
Perfection Certificate (including the Schedules thereto) or confirming that
there has been no change in such information since the date of such certificate
or the date of the most recent certificate delivered pursuant to this paragraph.

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

                  (e) At its option, the Collateral Agent may discharge past due
taxes, assessments, charges, fees, Liens, security interests or other
encumbrances at any time levied or placed on the Article 9 Collateral and not
permitted pursuant to the US Facilities Credit Agreements or the ABL Facilities
Credit Agreement, and may pay for the maintenance and preservation of the
Article 9 Collateral to the extent any US Grantor fails to do so as required by
any Credit Agreement or this Agreement, and each US Grantor jointly and
severally agrees to reimburse the Collateral Agent on demand for any payment
made or any expense incurred by the Collateral Agent pursuant to the foregoing
authorization; provided that nothing in this paragraph shall be interpreted as
excusing any US Grantor from the performance of, or imposing any obligation on
the Collateral Agent or any Secured Party to cure or perform, any covenants or
other promises of any US Grantor with respect to taxes, assessments, charges,
fees, Liens, security interests or other encumbrances and maintenance as set
forth herein or in the other Credit Documents.

                  (f) The US Grantors, at their own expense, shall maintain or
cause to be maintained insurance covering physical loss or damage to the
Inventory and Equipment included in the Article 9 Collateral in accordance with
the requirements set forth in the US Facilities Credit Agreements and the ABL
Facilities Credit Agreement. Each US Grantor irrevocably makes, constitutes and
appoints the Collateral Agent (and all officers, employees or agents designated
by the Collateral Agent) as such US Grantor's true and lawful agent (and
attorney-in-fact) for the purpose, during the continuance of an Event of
Default, of making, settling and adjusting claims in respect of Article 9
Collateral under policies of insurance, endorsing the name of such US Grantor on
any check, draft, instrument or other item of payment for the proceeds of such
policies of insurance and for making all determinations and decisions with
respect thereto. In the event that any US Grantor at any time or times shall
fail to obtain or maintain any of the policies of insurance required hereby or
to pay any premium in whole or part relating thereto, the Collateral



                                                                              21

Agent may, without waiving or releasing any obligation or liability of the US
Grantors hereunder or any Event of Default, in its sole discretion, obtain and
maintain such policies of insurance and pay such premium and take any other
actions with respect thereto as the Collateral Agent deems advisable. All sums
disbursed by the Collateral Agent in connection with this paragraph, including
reasonable attorneys' fees, court costs, expenses and other charges relating
thereto, shall be payable, upon demand, by the US Grantors to the Collateral
Agent and shall be additional Obligations secured hereby.

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

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

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

                  (b) Each US Facilities Grantor (either itself or through its
licensees or its sublicensees) will, for each Trademark constituting Material
Intellectual Property, (i) maintain such Trademark in full force free from any
claim of abandonment or invalidity for non-use, (ii) maintain the quality of
products and services offered under such Trademark, (iii) display such Trademark
with notice of Federal or foreign registration consistent with good business
judgment to establish and preserve its rights under applicable law and (iv) not
knowingly use or knowingly permit the use of such Trademark in violation of any
third party rights.

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

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



                                                                              22

of such Intellectual Property is not material viewed against the Material
Intellectual Property as a whole.

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

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

                  SECTION 4.07. Lockbox System. The ABL Facilities Grantors
shall establish, subject to the control of the Collateral Agent pursuant to the
Lockbox Agreements, a system of lockboxes and related Deposit Accounts (the
"Lockbox System"). Each ABL Facilities Grantor agrees that it shall have no
Deposit Accounts other than (a) Deposit Accounts in the Lockbox System, (b)
Excluded Operating Accounts and (c) Local Collection Accounts, except during the
period of 45 days following the Effective Date as contemplated by the next
sentence. Each ABL Facilities Grantor further agrees (i) to execute and deliver,
and to cause the Deposit Account Institution at which any Deposit Account (other
than an Excluded Operating Account or a Local Collection Account) is maintained
to execute and deliver, a Lockbox Agreement with respect to each such Deposit
Account as promptly as practicable following (and in any event no later than 45
days following) the Effective Date, (ii) to notify and direct promptly each
Account Debtor and every other Person obligated to make payments on Accounts or
in respect of any Inventory to make all such payments directly to one or more
Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory
of the Company's retail or Wingfoot divisions, Local Collection Accounts) or
related lockboxes, (iii) to use all reasonable efforts to cause each such
Account Debtor and other Person to make all payments with respect to Accounts
and Inventory directly to one or more Deposit Accounts in the Lockbox System
(or, in the case of Accounts or Inventory of the Company's retail or Wingfoot
divisions, Local Collection Accounts) or related lockboxes, (iv) promptly to
deposit all payments received by it on account of Accounts and Inventory,
whether in the form of cash, checks, notes, drafts, bills of exchange, money
orders or otherwise, in one or more Deposit Accounts in the Lockbox System (or,
in the case of Accounts or Inventory of the Company's retail or Wingfoot
divisions, Local Collection Accounts) or related lockboxes in the form in which
received (but with any endorsements of such ABL Facilities Grantor necessary for
deposit or collection), (v) to establish promptly after the Effective Date an
ABL Collateral Proceeds Account in the United States, a U.S. dollar and a
Canadian dollar ABL Collateral Proceeds Account in Canada and the RBC Deposit
Account, in each case on terms reasonably satisfactory to the Collateral Agent
and (vi) as promptly as practicable following (and in any event no later than 45
days following) the Effective Date, to implement agreements with the applicable
Deposit Account Institutions under which all amounts on deposit in each Deposit
Account (other than Excluded Operating Accounts and Local Collection Accounts)
located in the United States and in Canada will be paid to the Collateral Agent
for deposit in the ABL Collateral



                                                                              23

Proceeds Account located in the United States or in the RBC Account,
respectively, at the end of each Business Day, and under which all amounts in
the RBC Account will be paid not less often than weekly into the ABL Collateral
Proceeds Accounts in Canada in same day funds. So long as no Event of Default
under and as defined in the ABL Facilities Agreement (or, if the ABL Facilities
Agreement shall no longer be in effect, under and as defined in either of the US
Facilities Agreements) has occurred and is continuing, the Collateral Agent
shall promptly (and no less frequently than each Business Day) remit any funds
on deposit in each ABL Collateral Proceeds Account to one or more accounts of
the Company that have been designated by the Company. Effective upon notice to
the Company after the occurrence and during the continuance of an Event of
Default under and as defined in the ABL Facilities Agreement (or, if the ABL
Facilities Agreement shall no longer be in effect, under and as defined in
either of the US Facilities Agreements), each ABL Collateral Proceeds Account,
the RBC Deposit Account and each Deposit Account (other than Excluded Operating
Accounts and Local Collection Accounts) will, without further action on the part
of any ABL Facilities Grantor or the Collateral Agent, convert into a closed
lockbox account under the sole dominion and control of the Collateral Agent in
which all funds are held subject to the rights of the Collateral Agent
hereunder. Without the prior written consent of the Collateral Agent, no ABL
Facilities Grantor shall, in a manner adverse to the Secured Parties, change the
general instructions given to Account Debtors in respect of payments to be
deposited in the Lockbox System. Each ABL Facilities Grantor irrevocably
authorizes the Collateral Agent, upon the occurrence of an Event of Default
under and as defined in the ABL Facilities Agreement (or, if the ABL Facilities
Agreement shall no longer be in effect, under and as defined in either of the US
Facilities Agreements), to deliver a Control Notice under each Lockbox
Agreement. The Collateral Agent agrees with each ABL Facilities Grantor that the
Collateral Agent shall not give any instructions pursuant to any Lockbox
Agreement terminating such Lockbox Agreement or the right of such ABL Facilities
Grantor to make withdrawals from any Deposit Account in the Lockbox System
unless an Event of Default under and as defined in the ABL Facilities Agreement
(or, if the ABL Facilities Agreement shall no longer be in effect, under and as
defined in either of the US Facilities Agreements) shall have occurred and be
continuing or, after giving effect to any withdrawal, would occur. The
Collateral Agent, in its capacity as Administrative Agent under the ABL
Facilities Agreement, acknowledges and agrees that an instruction by a Grantor
to pay an Account into the RBC Collection Account or a Deposit Account in the
Lockbox System (or, in the case of Accounts or Inventory of the Company's retail
or Wingfoot divisions, a Local Collection Account) or a related lockbox, or, for
a period of 45 days after the Effective Date, into any Deposit Account of such
Grantor or related lockbox, shall constitute an instruction by such Grantor to
pay such Account directly into a Deposit Account in the Lockbox System for
purposes of clause (xxi) of the definition of "Eligible Accounts Receivable"
contained in the ABL Facilities Agreement. The Company shall ensure that the
aggregate amount contained in all Local Collection Accounts taken together shall
not at any time exceed a maximum amount determined by the Administrative Agent
in its sole discretion (not to be exercised unreasonably).

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



                                                                              23

                                   ARTICLE V

                 Other Pledges, Mortgages and Security Interests

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

                  (a) The Company and the Collateral Agent are entering into the
Luxembourg Finance Pledge Agreement under which the Company is pledging the
Luxembourg Finance Pledged Collateral (i) on a senior basis to secure the
European Facilities Obligations referred to therein and the Applicable
Collateral Agent Obligations and (ii) on a junior basis to secure the US
Facilities Obligations and the US Miscellaneous Obligations and the Applicable
Collateral Agent Obligations.

                  (b) The US Facilities Grantors are entering into the US
Facilities Foreign Pledge Agreements listed in Schedule II, and may in the
future enter into additional US Facilities Foreign Pledge Agreements, under
which they are pledging Equity Interests in Foreign Subsidiaries owned by them
to secure the US Facilities Obligations, the US Miscellaneous Obligations and
the Applicable Collateral Agent Obligations.

                  (c) The US Facilities Grantors are entering into the US
Facilities Mortgages listed in Schedule III under which they are mortgaging real
properties and interests in real properties owned by them to secure the US
Facilities Obligations, the US Miscellaneous Obligations, the Applicable
Collateral Agent Obligations and, to the extent provided therein, the Swiss
Franc Obligations.

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

                  (e) Certain ABL Facilities Grantors that are organized under
the laws of Canada or one or more provinces thereof are entering into the
Canadian Security Agreements, under which they are creating security interests
(i) in the ABL Facilities Collateral owned by them to secure (A) on a senior
basis the ABL Facilities Obligations and the Applicable Collateral Agent
Obligations and (B) on a junior basis the US Facilities Obligations, the US
Miscellaneous Obligations and the Applicable Collateral Agent Obligations, and
(ii) in the Canadian Intellectual Property Collateral owned by them to secure
(A) on a senior basis the US Facilities Obligations, the US Miscellaneous
Obligations and the Applicable Collateral Agent Obligations and (B) on a junior
basis the ABL Facilities Obligations and the Applicable Collateral Agent
Obligations.

                  SECTION 5.02. Other Security Documents Subject to This
Agreement. (a) The parties to the other Security Documents shall observe the
following provisions: (i) to the extent applicable, the provisions of Section
4.01(e), (f) and (g) (limiting the amount of certain Obligations secured by
Collateral of the Company; (ii) the provisions of Section 6.03 (governing the
distribution of the proceeds realized from the exercise of remedies under the
Security Documents); (iii) the provisions of Article VIII (governing the manner
in which Acts of the Secured Parties are to be evidenced and the manner in which
the amounts of the Obligations at any time are to be determined); (iv) the
provisions of Articles IX and X (relating to the duties and



                                                                              25

responsibilities of the Collateral Agent); (v) the provisions of Article XI
(providing for the subordination of the Junior Liens created by certain of the
Other Security Documents to the Applicable Senior Liens and the priming of
certain Junior Liens); and (vi) the provisions of Section 13.13 (providing for
releases of Guarantees of and Collateral securing the Obligations).

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

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

                                   ARTICLE VI

                                    Remedies

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



                                                                              26

Collateral for their own account for investment and not with a view to the
distribution or sale thereof, and upon consummation of any such sale the
Collateral Agent shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Applicable Collateral so sold. Each such
purchaser at any sale of Applicable Collateral shall (to the extent permitted by
law) hold the property sold absolutely, free from any claim or right on the part
of any Grantor, and each Grantor hereby waives (to the extent permitted by law)
all rights of redemption, stay and appraisal which such Grantor now has or may
at any time in the future have under any rule of law or statute now existing or
hereafter enacted.

                  In the case of any Applicable Collateral that constitutes
Article 9 Collateral, the Collateral Agent shall give the applicable Grantors 10
days' written notice (which each Grantor agrees is reasonable notice within the
meaning of Section 9-611 of the New York UCC or its equivalent in other
jurisdictions) of the Collateral Agent's intention to make any sale of
Applicable Collateral. Such notice, in the case of a public sale, shall state
the time and place for such sale and, in the case of a sale at a broker's board
or on a securities exchange, shall state the board or exchange at which such
sale is to be made and the day on which the Applicable Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business hours
and at such place or places as the Collateral Agent may fix and state in the
notice (if any) of such sale. At any such sale, the Applicable Collateral, or
portion thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Collateral Agent may (in its sole and absolute discretion)
determine. The Collateral Agent shall not be obligated to make any sale of any
Applicable Collateral if it shall determine not to do so, regardless of the fact
that notice of sale of such Applicable Collateral shall have been given. The
Collateral Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice,
be made at the time and place to which the same was so adjourned. In case any
sale of all or any part of the Applicable Collateral is made on credit or for
future delivery, the Applicable Collateral so sold may be retained by the
Collateral Agent until the sale price is paid by the purchaser or purchasers
thereof, but the Collateral Agent shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the Applicable
Collateral so sold and, in case of any such failure, such Applicable Collateral
may be sold again upon like notice. At any public (or, to the extent permitted
by law, private) sale made pursuant to this Agreement, any Secured Party may bid
for or purchase, free (to the extent permitted by law) from any right of
redemption, stay, valuation or appraisal on the part of any Grantor (all said
rights being also hereby waived and released to the extent permitted by law),
the Applicable Collateral or any part thereof offered for sale and may make
payment on account thereof by using any claim then due and payable to such
Secured Party from any Grantor as a credit against the purchase price, and such
Secured Party may, upon compliance with the terms of sale, hold, retain and
dispose of such property without further accountability to any Grantor therefor
(to the extent permitted by law). For purposes hereof, a written agreement to
purchase any Applicable Collateral or portion thereof shall be treated as a sale
thereof; the Collateral Agent shall be free to carry out such sale pursuant to
such agreement and no Grantor shall be entitled to the return of the Applicable
Collateral or any portion thereof subject thereto, notwithstanding the fact that
after the Collateral Agent shall have entered into such an agreement all Events
of Default under the applicable Credit Agreement shall have been remedied and
the Obligations secured by the Applicable Collateral paid in full. As an
alternative to exercising the power of sale herein conferred upon it, the
Collateral Agent may proceed by a suit or suits at law or in equity to foreclose
this Agreement and to sell the Applicable Collateral or any portion thereof
pursuant to a judgment or decree of a court or courts having competent
jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale
pursuant to the provisions of this Section 6.01 shall be deemed to conform to
the commercially reasonable



                                                                              27

standards as provided in Section 9-610(b) of the New York UCC or its equivalent
in other jurisdictions.

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

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

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

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

                  THIRD, to the payment in full of the other Obligations secured
         by such Collateral in accordance with the relative priorities of the
         Liens on such Collateral securing such Obligations as set forth herein
         and in the Other Security Documents, with Obligations secured by Liens
         of a higher priority being paid in full before any distribution is made
         in respect of Obligations secured by Liens of a lower priority (and, as
         between Obligations secured by Liens of the same priority, ratably in
         accordance with the amounts of such Obligations on the date of such
         application); and

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

The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold
and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof. If
any US Facilities Mortgage shall be permitted under applicable law to secure
only those US Facilities Obligations that constitute term Indebtedness, the
proceeds of other US Facilities Collateral shall be distributed pursuant to
Clause SECOND above in such a manner as



                                                                              28

shall be appropriate in the judgment of the Collateral Agent to offset any
resulting distributions to holders of such term Indebtedness in excess of their
ratable share of all distribution in respect of the US Facilities Collateral.
For purposes of clause THIRD above, the Lien of any US Facilities Mortgage,
insofar as it secures the Swiss Franc Obligations, will, to the maximum extent
permitted under the Swiss Franc Bond Agreement, be deemed to be of a lower
priority than the Lien of such US Facilities Mortgage insofar as it secures the
US Facilities Obligations and the US Miscellaneous Obligations.

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

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

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



                                                                              29

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

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

                                  ARTICLE VII

                    Indemnity, Subrogation and Subordination

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



                                                                              30

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

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

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

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



                                                                              31

                                  ARTICLE VIII

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

                  SECTION 8.01. Acts of Secured Parties and Administrative
Agent. Any request, demand, authorization, direction, notice, consent, waiver or
other action permitted or required by this Agreement to be given or taken by any
Secured Party may be, and at the request of the Collateral Agent shall be,
embodied in and evidenced by one or more instruments reasonably satisfactory in
form to the Collateral Agent and signed by such Secured Party or Administrative
Agent, acting individually or on behalf of the applicable Secured Parties, as
the case may be, and, except as otherwise expressly provided in any such
instrument, any such action shall become effective when such instrument or
instruments shall have been delivered to the Collateral Agent as provided
herein. The instrument or instruments evidencing any action (and the action
embodied therein and evidenced thereby) are sometimes referred to herein as an
"Act" of the persons signing such instrument or instruments. All Acts hereunder
on the part of any Secured Parties shall be taken on their behalf by the
Administrative Agent under the applicable Credit Agreement. The Collateral Agent
shall be entitled to rely absolutely upon an Act of an Administrative Agent if
such Act purports to be taken by or on behalf of the Secured Parties, and
nothing in this Section or elsewhere in this Agreement shall be construed to
require such Administrative Agent to demonstrate that it has been authorized by
the Secured Parties thereunder to take any action that it purports to be taking,
the Collateral Agent being entitled to rely conclusively without any independent
investigation whatsoever, and being fully protected in so relying, on any Act of
such Administrative Agent.

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

                                   ARTICLE IX

                           Duties of Collateral Agent

                  SECTION 9.01. Notices to Administrative Agents under Credit
Agreements. The Collateral Agent shall promptly notify each Administrative Agent
in the event it shall receive (a) any notice of an Event of Default under any
other Credit Agreement or (b) any instructions



                                                                              32

given by the Administrative Agent, on behalf of the Majority Lenders, under any
other Credit Agreement to commence the exercise of remedies under Article VI.

                  SECTION 9.02. Actions Under This Agreement. (a) The Collateral
Agent shall not be obligated to take any action under this Agreement or any
Other Security Document except for the performance of such duties as are
specifically set forth herein and therein. Subject to the provisions of Article
X of this Agreement and to the succeeding provisions of this Section, the
Collateral Agent shall take such actions, and only such actions, under this
Agreement and the Other Security Documents with respect to any Collateral of any
Class as are requested by the Administrative Agent, on behalf of the Majority
Lenders, under the Applicable Credit Agreement (or, in the case of the US
Facilities Collateral, one of the Applicable Credit Agreements) and as are not
inconsistent with or contrary to the provisions of this Agreement, any Other
Security Document or any Credit Agreement, as well as ministerial and/or
administrative actions required or permitted by this Agreement and the Other
Security Documents. It is the intent of the parties hereto that (i) the
Administrative Agent under either of the US Facilities Credit Agreements shall
have the right to initiate the exercise of remedies with respect to the US
Facilities Collateral and (ii) the Administrative Agents under the US Facilities
Credit Agreements shall jointly control the manner of the exercise of such
remedies. Therefore, in the event the Administrative Agent under either US
Facilities Credit Agreement notifies the Collateral Agent and the Administrative
Agent under the other US Facilities Credit Agreement of its desire to commence
the exercise of remedies and/or to foreclose on specified US Facilities
Collateral, the Administrative Agents under both US Facilities Credit Agreements
shall promptly confer to determine the manner in which the Collateral Agent
should proceed. The Administrative Agent under each US Facilities Credit
Agreement, acting in good faith, shall use its best efforts to reach agreement
on such matters so that one or more remedies (which shall include foreclosure on
such US Facilities Collateral if requested in such notification) will be
exercised reasonably promptly after such notification. In connection with the
foregoing, neither of such Administrative Agents will give instructions to the
Collateral Agent with the intent of preventing, hindering or delaying the
exercise of any remedies requested by the Administrative Agent under the other
US Facilities Credit Agreement. Notwithstanding the foregoing, the Collateral
Agent shall, if it has received inconsistent instructions from the
Administrative Agents under the Credit Agreements with respect to any matter
hereunder, act with respect to such matter in such manner as it shall deem to be
in the best interests of all the Secured Parties and consistent with the
provisions and intent of this Agreement.

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



                                                                              33

                  (c) THE COLLATERAL AGENT HAS CONSENTED TO SERVE AS COLLATERAL
AGENT HEREUNDER ON THE EXPRESS UNDERSTANDING, AND THE HOLDERS OF THE SWISS FRANC
OBLIGATIONS AND US MISCELLANEOUS OBLIGATIONS, BY ACCEPTING THE BENEFITS OF THIS
AGREEMENT, SHALL BE DEEMED TO HAVE AGREED, THAT THE COLLATERAL AGENT SHALL HAVE
NO DUTY AND SHALL OWE NO OBLIGATION OR RESPONSIBILITY (FIDUCIARY OR OTHERWISE)
TO THE HOLDERS OF THE SWISS FRANC OBLIGATIONS OR THE US MISCELLANEOUS
OBLIGATIONS, OTHER THAN THE DUTY TO PERFORM ITS EXPRESS OBLIGATIONS UNDER THIS
AGREEMENT IN ACCORDANCE WITH THEIR TERMS, SUBJECT IN ALL EVENTS TO THE
PROVISIONS OF ARTICLE X AND THE OTHER PROVISIONS OF THIS AGREEMENT LIMITING THE
RESPONSIBILITY OR LIABILITY OF THE COLLATERAL AGENT HEREUNDER. WITHOUT LIMITING
THE FOREGOING, THE HOLDERS OF THE SWISS FRANC OBLIGATIONS AND US MISCELLANEOUS
OBLIGATIONS, BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE OTHER SECURITY
DOCUMENTS, SHALL BE DEEMED TO HAVE WAIVED ANY RIGHT THEY MIGHT HAVE, UNDER
APPLICABLE LAW OR OTHERWISE, TO COMPEL THE SALE OR OTHER DISPOSITION OF ANY
COLLATERAL, AND ANY OBLIGATION THE COLLATERAL AGENT MIGHT HAVE, UNDER APPLICABLE
LAW OR OTHERWISE, TO OBTAIN ANY MINIMUM PRICE FOR ANY COLLATERAL UPON THE SALE
THEREOF, IT BEING EXPRESSLY UNDERSTOOD, AND THE AVAILABILITY OF THE BENEFITS OF
THIS AGREEMENT TO THE HOLDERS OF THE SWISS FRANC OBLIGATIONS AND US
MISCELLANEOUS OBLIGATIONS BEING CONDITIONED UPON THE UNDERSTANDING, THAT THE
SOLE RIGHT OF THE HOLDERS OF THE SWISS FRANC OBLIGATIONS AND US MISCELLANEOUS
OBLIGATIONS SHALL BE TO RECEIVE THEIR RATABLE SHARE OF ANY PROCEEDS OF
COLLATERAL IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF THIS AGREEMENT.

                                    ARTICLE X

                         Concerning the Collateral Agent

                  SECTION 10.01. Limitations on Responsibility of Collateral
Agent. The Collateral Agent shall not be responsible in any manner whatsoever
for the correctness of any recitals, statements, representations or warranties
contained herein or in any Other Security Document. The Collateral Agent makes
no representation as to the value or condition of the Collateral or any part
thereof, as to the title of any Grantor to the Collateral, as to the security
afforded by this Agreement or any Other Security Document or as to the validity,
execution, enforceability, legality or sufficiency of this Agreement or any
Other Security Document, and the Collateral Agent shall incur no liability or
responsibility in respect of any such matters. The Collateral Agent shall not be
responsible for insuring the Collateral, for the payment of taxes, charges,
assessments or Liens upon the Collateral or otherwise for the maintenance of the
Collateral, except as provided in the immediately following sentence when the
Collateral Agent has possession or control of the Collateral. Except as
otherwise provided herein, the Collateral Agent shall have no duty to the
Grantors or to the holders of the Secured Obligations as to any Collateral in
its possession or control or in the possession or control of any agent or
nominee of the Collateral Agent or any income thereon or as to the preservation
of rights against prior parties or any other rights pertaining thereto, except
the duty to accord such Collateral the same care that it normally accords to its
own assets and the duty to account for moneys received by it. The Collateral
Agent shall not be required to ascertain or inquire as to the performance by any



                                                                              34

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

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

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

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

                  (d) The Collateral Agent shall not be deemed to have actual,
constructive, direct or indirect notice or knowledge of the occurrence of any
Event of Default under any Credit Agreement unless and until the Collateral
Agent shall have received written notice thereof from the Administrative Agent
under such Credit Agreement. The Collateral Agent shall have no obligation
whatsoever either prior to or after receiving such a notice which is believed by
the Collateral Agent to be genuine and to have been signed or sent by the proper
Person to inquire



                                                                              35

whether an Event of Default under any Credit Agreement has, in fact, occurred
and shall be entitled to rely conclusively, and shall be fully protected in so
relying, on any such notice so furnished to it.

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

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

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



                                                                              36

                                   ARTICLE XI

                         Subordination of Certain Liens

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

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

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

                  (e) In the event a proceeding under the Bankruptcy Code or any
other Federal, state or foreign bankruptcy, insolvency, receivership or similar
law shall be commenced by or against any Grantor that shall have granted a
Junior Lien, until the Applicable Senior Obligations shall have been paid and
satisfied in full, each Secured Party holding Obligations secured by such



                                                                              37

Junior Lien hereby authorizes and empowers (without imposing an obligation on)
the holders of the Applicable Senior Obligations or the Collateral Agent or any
Administrative Agent acting on their behalf to vote such Secured Party's share
of the Obligations secured by such Junior Lien, insofar as any such voting right
arises from or relates to such Junior Lien or to the Collateral subject thereto,
in connection with any resolution, arrangement, plan of reorganization,
compromise or settlement relating to such Collateral.

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

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

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



                                                                              38

respect of the Collateral subject to such Junior Lien and shall promptly turn
any Collateral subject to such Junior Lien then held by it over to the
Collateral Agent, and the provisions set forth in this Agreement shall be
reinstated as if such payment had not been made, until the payment and
satisfaction in full of the Applicable Senior Obligations.

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

                  (b) In consideration of and as a condition to the creation of
the Junior Lien on the ABL Facilities Collateral, each Secured Party from time
to time secured by such Junior Lien will be deemed to have agreed, and the
Collateral Agent hereby agrees, on behalf of such Secured Party, that in the
event the ABL Facilities Obligations are refinanced, replaced, renewed or
extended, in whole or in part, in accordance with Section 6.01(m) of the US
Facilities Agreements, such Junior Lien shall, without any further action or
consent by such Secured Party, be junior and subordinated to Liens granted to
secure such refinancing.

                  SECTION 11.04 Consent to Subordination of Junior Lien on US
Facilities Article 9 Collateral. In consideration of and as a condition to the
creation under Section 4.01(d) of the Junior Lien on the Intellectual Property
consisting of Trademarks included in the US Facilities Article 9 Collateral,
each Secured Party from time to time secured by such Junior Lien will be deemed
to have agreed, and the Collateral Agent hereby agrees, on behalf of such
Secured Party, that in the event the US Facilities Obligations are refinanced,
replaced, renewed or extended, in whole or in part, such Junior Lien shall,
without any further action or consent by such Secured Party be junior, and
subordinate to, Liens granted to secure such refinancing.

                                  ARTICLE XII

                   Subordination of Intercompany Indebtedness

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



                                                                              39

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

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

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

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

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

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

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



                                                                              40

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

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

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

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

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

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

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

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

                                  ARTICLE XIII

                                  Miscellaneous

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



                                                                              41

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

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

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

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

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

                  SECTION 13.04. Successors and Assigns. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the permitted



                                                                              42

successors and assigns of such party; and all covenants, promises and agreements
by or on behalf of any Guarantor or Grantor or the Collateral Agent that are
contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns.

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

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

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

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



                                                                              43

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

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

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

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

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

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



                                                                              44

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

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

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

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

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



                                                                              45

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

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

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

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

                  (a) Any Subsidiary that is a US Guarantor may elect to become
a US Facilities Grantor or an ABL Facilities Grantor at any time by delivering a
certificate in substantially the form agreed to by the Collateral Agent and the
Company or in such other form as may be reasonably required by the Collateral
Agent. Any such election shall be effective immediately upon the delivery of
such certificate. At the time any such election is made, the Schedules hereto
shall be supplemented as appropriate to reflect the pledges and security
interests given or created



                                                                              46

by such Subsidiary, and such supplemented Schedules shall replace the Schedules
that shall therefore have been attached to this Agreement. The execution and
delivery of any certificate hereunder and the amendment of the Schedules hereto
as above provided shall not require the consent of the Collateral Agent or any
Credit Party. The rights and obligations of each Credit Party shall remain in
full force and effect notwithstanding the addition of any new US Facilities
Grantor or ABL Facilities Grantor as a party to this Agreement.

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

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



                                                                              47

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

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



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

                                 GOODYEAR TIRE &
                                 RUBBER COMPANY,

                                 by /s/ Stephanie W. Bergeron
                                    --------------------------------
                                    Name:
                                    Title:

                                 JPMORGAN CHASE BANK,
                                 individually and as Administrative
                                 Agent and Collateral Agent,

                                 by /s/ B. Joseph Lillis
                                    --------------------------------
                                    Name:
                                    Title:



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

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

                                                by /s/ Stephanie W. Bergeron
                                                   -----------------------------
                                                   Name:
                                                   Title:



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

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

                                                by /s/ Stephanie W. Bergeron
                                                   -----------------------------
                                                   Name:
                                                   Title:



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                             CELERON CORPORATION, as a US
                                             GUARANTOR

                                                by /s/ Stephanie W. Bergeron
                                                   ----------------------------
                                                   Name:
                                                   Title:



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

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

                                                by /s/ Stephanie W. Bergeron
                                                   ----------------------------
                                                   Name:
                                                   Title:



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                             DAPPER TIRE COMPANY, as a US
                                             GUARANTOR, a US FACILITIES
                                             GRANTOR and an ABL FACILITIES
                                             GRANTOR

                                                by /s/ Stephanie W. Bergeron
                                                   ----------------------------
                                                   Name:
                                                   Title:



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

                                         DIVESTED COMPANIES HOLDING COMPANY

                                         by /s/ Ronald J Carr
                                            -----------------------
                                            Name: Ronald J Carr
                                            Title: Vice President, Treasurer and
                                            Secretary

                                         by /s/ Lee R Watson
                                            -----------------------------
                                            Name: Lee R Watson
                                            Title: Assistant Secretary



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

                                         DIVESTED LITCHFIELD PARK
                                         PROPERTIES INC.

                                         by /s/ Ronald J Carr
                                            -----------------------
                                            Name:  Ronald J Carr
                                            Title: Vice President, Treasurer and
                                            Secretary

                                         by /s/ Lee R Watson
                                            -----------------------
                                            Name:  Lee R Watson
                                            Title: Assistant Secretary



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

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

                                                by /s/ Stephanie W. Bergeron
                                                   ----------------------------
                                                   Name:
                                                   Title:



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

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

                                                by /s/ Stephanie W. Bergeron
                                                   ----------------------------
                                                   Name:
                                                   Title:



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                             GOODYEAR WESTERN HEMISPHERE
                                             CORPORATION, as a US GUARANTOR

                                                by /s/ Stephanie W. Bergeron
                                                   ----------------------------
                                                   Name:
                                                   Title:



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

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

                                                by /s/ Stephanie W. Bergeron
                                                   ----------------------------
                                                   Name:
                                                   Title:



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                             WHEEL ASSEMBLIES INC., as a US
                                             GUARANTOR

                                                by /s/ Stephanie W. Bergeron
                                                   ----------------------------
                                                   Name:
                                                   Title:



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

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

                                                by /s/ Stephanie W. Bergeron
                                                   ----------------------------
                                                   Name:
                                                   Title:



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                                          GOODYEAR, CANADA INC.,
                                                 in each capacity in which it is
                                                   required to be a party to the
                                       Master Guarantee and Collateral Agreement

                                                by /s/ J. S. Coulter
                                                   ----------------------------
                                                   Name: J.S. Coulter
                                                   Title: Vice President

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



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                TIRE & RUBBER COMPANY IDENTIFIED
                                             AS GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                 GOODYEAR DUNLOP TIRES
                                 GERMANY GMBH, in each capacity in
                                 which it is required to be a party to
                                 the Master Guarantee and Collateral Agreement

                                    by /s/ Gerhard Grunenwald
                                       ---------------------------
                                       Name: Gerhard Grunenwald
                                       Title: General Manager

                                    by /s/ Gottfried Hess
                                       ----------------------------
                                       Name: Gottfried Hess
                                       Title: General Manager



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                 GOODYEAR GMBH & CO. KG, in each
                                 capacity in which it is required to be a party
                                 to the Master Guarantee and Collateral
                                 Agreement

                                    by /s/ Gerhard Grunenwald
                                       ----------------------------
                                       Name: Gerhard Grunenwald
                                       Title: General Manager

                                    by /s/ Gottfried Hess
                                       ----------------------------
                                       Name: Gottfried Hess
                                       Title: General Manager



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                 DUNLOP GMBH & CO. KG, in each
                                 capacity in which it is required to be a party
                                 to the Master Guarantee and Collateral
                                 Agreement

                                    by /s/ Gerhard Grunenwald
                                       ------------------------------
                                       Name: Gerhard Grunenwald
                                       Title: General Manager

                                    by /s/ Gottfried Hess
                                       ------------------------------
                                       Name: Gottfried Hess
                                       Title: General Manager



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                 RVM REIFEN
                                 VERTRIEBSMANAGEMENT GMBH, in
                                 each capacity in which it is required to be a
                                 party to the Master Guarantee and Collateral
                                 Agreement

                                    by /s/ Gerhard Grunenwald
                                       -------------------------------------
                                       Name: Gerhard Grunenwald
                                       Title: General Manager

                                    by /s/ Gottfried Hess
                                       ------------------------------------
                                       Name: Gottfried Hess
                                       Title: General Manager



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                 FULDA REIFEN GMBH & CO. KG, in
                                 each capacity in which it is required to be a
                                 party to the Master Guarantee and Collateral
                                 Agreement

                                    by /s/ Gerhard Grunenwald
                                       -----------------------------------
                                       Name: Gerhard Grunenwald
                                       Title: General Manager

                                    by /s/ Gottfried Hess
                                       -----------------------------------
                                       Name: Gottfried Hess
                                       Title: General Manager



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                 PNEUMANT REIFEN GMBH & CO. KG,
                                 in each capacity in which it is required to be
                                 a party to the Master Guarantee and Collateral
                                 Agreement

                                    by /s/ Gerhard Grunenwald
                                       ------------------------------------
                                       Name: Gerhard Grunenwald
                                       Title: General Manager

                                    by /s/ Gottfried Hess
                                       ------------------------------------
                                       Name: Gottfried Hess
                                       Title: General Manager



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                 HOLERT KONZ GMBH, in each capacity
                                 in which it is required to be a party to the
                                 Master Guarantee and Collateral
                                 Agreement

                                    by /s/ Andreas-Hugo Penkert
                                       -------------------------------------
                                       Name: Andreas-Hugo Penkert
                                       Title: General Manager



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                 GOODYEAR DUNLOP TIRES EUROPE
                                 B.V., in each capacity in which it is required
                                 to be a party to the Master Guarantee and
                                 Collateral Agreement

                                    by /s/ Errol Scialom
                                       -------------------------
                                       Name:  Errol Scialom
                                       Title: Director

                                    by /s/ Phillips Regnault
                                       -------------------------
                                       Name:  Phillips Regnault
                                       Title: Attorney-in-Fact



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                 DUNLOP FRANCE S.A., in each capacity
                                 in which it is required to be a party to the
                                 Master Guarantee and Collateral Agreement

                                    by /s/ Errol Scialom
                                       ------------------------
                                       Name:  Errol Scialom
                                       Title: Attorney-in-Fact

                                    by /s/ Phillips Regnault
                                       ------------------------
                                       Name:  Phillips Regnault
                                       Title: Attorney-in-Fact



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                 GOODYEAR FRANCE S.A., in each
                                 capacity in which it is required to be a party
                                 to the Master Guarantee and Collateral
                                 Agreement

                                    by /s/ Errol Scialom
                                       ---------------------------
                                       Name:  Errol Scialom
                                       Title: Attorney-in-Fact

                                    by /s/ Phillips Regnault
                                       ----------------------------
                                       Name:  Phillips Regnault
                                       Title: Attorney-in-Fact



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                 GOODYEAR DUNLOP TYRES UK LTD,
                                 in each capacity in which it is required to be
                                 a party to the Master Guarantee and
                                 Collateral Agreement

                                    by /s/ Errol Scialom
                                       -------------------------
                                       Name:  Errol Scialom
                                       Title: Director

                                    by /s/ JA Fraser
                                       -------------------------
                                       Name:  JA Fraser
                                       Title: Director



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                 DUNLOP TYRES LTD, in each capacity in
                                 which it is required to be a party to the
                                 Master Guarantee and Collateral Agreement

                                    by /s/ Errol Scialom
                                       ----------------------
                                       Name:  Errol Scialom
                                       Title: Director

                                    by /s/ JA Fraser
                                       ----------------------
                                       Name:  JA Fraser
                                       Title: Director



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                             TIRE & RUBBER COMPANY IDENTIFIED AS
                                                GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL AGENT

                                 GOODYEAR FINANCE HOLDINGS S.A.,
                                 in each capacity in which it is required to be
                                 a party to the Master Guarantee and
                                 Collateral Agreement

                                    by /s/ Phillips Regnault
                                       --------------------------
                                       Name:  Phillips Regnault
                                       Title: Attorney-in-Fact



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: ABN AMRO Bank N.V.

                  by /s/ Neil J. Bivona
                     -------------------------------
                     Name:  Neil J. Bivona
                     Title: Senior Vice President

                  by /s/ David W. Stack
                     --------------------------------
                     Name:  David W. Stack
                     Title: Group Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: Banca Intesa S.p.A., New York Branch

                          by /s/ Frank Maffei
                             --------------------------------
                             Name:  Frank Maffei
                             Title: Vice President

                          by /s/ Massimo Fiore
                             --------------------------------
                             Name:  Massimo Fiore
                             Title: Assistant Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                      COLLATERAL AGREEMENT AMONG
                                             THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                TIRE & RUBBER COMPANY IDENTIFIED
                                             AS GRANTORS AND GUARANTORS THEREIN,
                                            THE LENDERS AND JPMORGAN CHASE BANK,
                                                             AS COLLATERAL 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/ Leonardo Valentini
                             ----------------------------
                             Name: Leonardo Valentini
                             Title: First Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: Bank of America

                          by /s/ Thomas Biaggi
                             -------------------------
                             Name: Thomas Biaggi
                             Title: Managing Director



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: BANK OF AMERICA, N.A.

                          by /s/ Dan Jelaca
                             --------------------------
                             Name:  Dan Jelaca
                             Title: Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: The Bank of East Asia, Limited, New York Branch

                          by /s/ Jay F. Chen
                             ------------------------
                             Name: Jay F. Chen
                             Title: Head of Credit

                          by /s/ Peng Wah Tang
                             ------------------------
                             Name:  Peng Wah Tang
                             Title: General Manager



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: The Bank of New York

                          by /s/ John M. Lokay, Jr.
                             -----------------------------
                             Name: John M. Lokay, Jr.
                             Title: Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: The Bank of Nova Scotia

                          by /s/ N.D. Smith
                             ---------------------------
                             Name: N.D. Smith
                             Title: Agent Operations



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: Bank One, NA

                          by /s/ Gaye C. Plunkett
                             -------------------------------
                             Name: Gaye C. Plunkett
                             Title: First Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                           by /s/ Spencer Hughes
                              -------------------------
                              Name: Spencer Hughes
                              Title: Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: BARCLAYS BANK PLC

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



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: Bayerische Hypo-und Veriensbank, AG New York
                              Branch

                           by /s/ Ken Hamilton           /s/ Richard Cordover
                              ---------------------      -----------------------
                              Name: Ken Hamilton         Name: Richard Cardover
                              Title: Director            Title: Director


                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

                  BNP PARIBAS

                  By /s/ Frederick H. Moryl, Jr.
                     --------------------------------
                     Name: Frederick H. Moryl, Jr.
                     Title: Managing Director

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



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: The CIT Group/Business Credit, Inc.

                           by /s/ Gary L. Lambo
                              ------------------------
                              Name: Gary L. Lambo
                              Title: VP



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: CIBC Inc.

                           by /s/ Charles D. Mulkeen
                              -----------------------------
                              Name: Charles D. Mulkeen
                              Title: Executive Director



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: Citibank, N.A.

                           by /s/ Jonathan A, Calder
                              -------------------------
                              Name: Jonathan A. Calder
                              Title: V.P.



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: Citicorp USA, Inc.

                           by /s/ James R. Williams
                              ------------------------------
                              Name: James R. Williams
                              Title: Vice President


                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

                                         COMMERZEBANK
                                      AKTIENGESELLSCHAFT
         Name of Institution: NEW YORK AND GRAND CAYMAN BRANCHES

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

                           by /s/ John Marlatt
                              ------------------------------
                              Senior Vice President


                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: Congress Financial Corporation (Central)

                           by /s/ Steven Linderman
                              ---------------------------------
                              Name: Steven Linderman
                              Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: Credit Lyonnais New York Branch

                           by /s/ Guido Van Hauwermeiren
                              ---------------------------------
                              Name: Guido Van Hauwermeiren
                              Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: Credit Suisse First Boston, Cayman Islands Branch

                           by /s/ Mark E. Gleason
                              --------------------------------
                              Name: Mark E. Gleason
                              Title: Director

                           by /s/ Cassandra Droogan
                              --------------------------------
                              Name: Cassandra Drogan
                              Title: Associate



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

                  DEUTSCHE BANK AG, NEW YORK BRANCH

                  by /s/ Michael Dietz
                     -------------------------
                     Name: Michael Dietz
                     Title: Director

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



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

        Name of Institution: DRESDNER BANK AG NEW YORK AND GRAND CAYMAN BRANCHES

                          by /s/ Richard J. Sweeney
                             -------------------------------
                             Name: Richard J. Sweeney
                             Title: Vice President

                          by /s/ Sanjeev Malhotra
                             -------------------------------
                             Name: Sanjeev Malhotra
                             Title: Associate



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: Fifth Third Bank

                  by /s/ Martin H. McGinty
                     -----------------------------
                     Name: Martin H. McGinty
                     Title: Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: Fleet Capital Corp.

                           by /s/ Allen R. Juleus
                              ------------------------------
                              Name: Allen R. Juleus
                              Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: Foothill Capital Corporation

                           by /s/ Rina Shinoda
                              ------------------------------
                              Name: Rina Shinoda
                              Title: Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: General Electric Capital Corporation

                           by /s/ Donald J. Cavanagh
                              ----------------------------------------
                              Name:  Donald J. Cavanagh
                              Title: Duly Authorized Signatory



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: GMAC Commercial Finance LLC

                           by /s/ W. Wakefield Smith
                              ---------------------------------
                              Name: W. Wakefield Smith
                              Title: Director



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: IKB Capital Corporation

                  by /s/Wolfgang Boeker
                     -------------------------------
                     Name: Wolfgang Boeker
                     Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: ING Capital LLC

                           by /s/ M. Densel Fulton
                              -----------------------------
                              Name: M. Densel Fulton
                              Title: Director



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: JPMorgan Chase Bank

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



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: KBC Bank N.V.

                   by /s/ Rik Scheerlinck             by /s/ William Cavanaugh
                      ----------------------             ---------------------
                      Name: Rik Scheerlinck              Name: William Cavanaugh
                      Title: Sr. Vice President &        Title: Vice President
                             General Manager


                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: KeyBank, National Association

                           by /s/ W. Robert Perkins
                              ------------------------------------
                              Name: W. Robert Perkins
                              Title: Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: National City Bank

                           by /s/ Robert S. Coleman
                              ---------------------------------
                              Name: Robert S. Coleman
                              Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: Mizuho Corp. Bank Ltd., NY Branch

                           by /s/ Robert P. Gallagher, Jr.
                              -----------------------------------
                              Name: Robert P. Gallagher, Jr.
                              Title: VP & Team Leader



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: National City Commercial Finance, Inc.

                           by /s/ Carla L. Kehres
                              ----------------------------------
                              Name: Carla L. Kehres
                              Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: Natexis Banques Populaires

                           by /s/ Nicolas Regent
                              ----------------------------------
                              Name: Nicolas Regent
                              Title: Vice President Multinational Group

                           by /s/ Pieter J. von Tulder
                              ----------------------------------
                              Name: Pieter J. von Tulder
                              Title: Vice President and Manager
                                     Multinational Group



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: The Northern Trust Company

                           by /s/ Craig Smith
                              ---------------------------
                              Name: Craig Smith
                              Title: Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: ORIX Financial Services, Inc.

                           by /s/ Frank J Plank
                              -----------------------------------
                              Name: Frank J Plank
                              Title: President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: Royal Bank of Canada

                           by /s/ Scott Umbs
                              -------------------
                              Name: Scott Umbs
                              Title: Manager



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: SOCIETE GENERALE

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



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: STANDARD CHARTERED BANK

                           by /s/ Neil McCauley
                              --------------------------------
                              Name: Neil McCauley
                              Title: Executive Vice President

                           by /s/ Marc Chait
                              ---------------------------------
                              Name: Marc Chait
                              Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: State of California Public Employees' Retirement
                              System

                           by /s/ Thomas McDonagh
                              ----------------------------
                              Name: Thomas McDonagh
                              Title: Portfolio Manager



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: SUMITOMO MITSUI BANKING CORPORATION

                           by /s/ Leo E. Pagarigan
                              ------------------------------------
                              Name: Leo E. Pagarigan
                              Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: TAIPEIBANK, NEW YORK AGENCY

                           by /s/ Sophia Jing
                              ------------------------
                              Name: Sophia Jing
                              Title: Vice President & General Manager



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: UFJ Bank Limited

                           by /s/ Russell Bohner
                              --------------------------
                              Name: Russell Bohner
                              Title: Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: UPS Capital Corporation

                           by /s/ Charles G. Johnson
                              -----------------------------------
                              Name: Charles G. Johnson
                              Title: Senior Vice President



                                                                  SIGNATURE PAGE
                                                     TO THE MASTER GUARANTEE AND
                                                  COLLATERAL AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                THE SUBSIDIARIES OF THE GOODYEAR
                                                         TIRE AND RUBBER COMPANY
                                                      IDENTIFIED AS GRANTORS AND
                                                         GUARANTORS THEREIN, THE
                                                      LENDERS AND JPMORGAN CHASE
                                                       BANK, AS COLLATERAL AGENT

         Name of Institution: WACHOVIA BANK, NATIONAL ASSOCIATION

                           by /s/ Tom Bohrer
                              --------------------
                              Name: Tom Bohrer
                              Title: Director

EX-10.1

                                                                    EXHIBIT 10.1



                                    AGREEMENT

THIS AGREEMENT dated as of March 3, 2003 between Sumitomo Rubber Industries,
Ltd., a company organised under the laws of Japan, having its principal office
at 6-9, 3-Chome, Wakinohama-cho, Chuo-ku, Kobe 651-0072, Japan ("SUMITOMO") and
The Goodyear Tire & Rubber Company, a company organised under the laws of the
State of Ohio, United States of America, having its principal office at 1144
East Market Street, Akron, Ohio 44316-0001, United States of America ("GY").


                                   WITNESSETH

WHEREAS after discussion of the furtherance and promotion of the Alliance,
Sumitomo (for itself and its Affiliates controlled by it, collectively "SRI")
has agreed with GY (for itself and its Affiliates controlled by it, collectively
"GOODYEAR") to give certain consents and waivers; and

WHEREAS Sumitomo and GY have agreed certain other matters.

NOW THEREFORE IT IS AGREED AS FOLLOWS

1.  SRI CONSENTS AND WAIVERS

    Notwithstanding any other provisions of the Alliance Agreements and subject
    to the terms and conditions of this Agreement, Sumitomo hereby agrees and
    consents to the following actions and matters (it being understood that this
    Agreement is not, and is not intended to constitute, an acknowledgment by GY
    that each of the actions described below in this article 1 necessarily
    requires the prior agreement or consent of Sumitomo):

(a) Notwithstanding article 4.05(b) of the Umbrella Agreement, SRI hereby
    permits the disclosure by Goodyear of (i) confidential financial and other
    information relating to the Europe JVC and the North America JVC and (ii)
    information concerning the related Alliance Agreements (collectively
    "INFORMATION") to any of Goodyear's existing or proposed lenders, their
    affiliates and their respective officers, directors, employees, agents and
    advisers ("PERMITTED PERSONS") provided that:

    (i)   Goodyear may only disclose Information to the Permitted Persons to the
          extent such disclosure is necessary or advisable to enable the
          restructuring of Goodyear's banking facilities;

    (ii)  Goodyear shall require by appropriate confidentiality agreements that
          the Permitted Persons will at all times keep the disclosed Information
          confidential, and will not (unless required by applicable law or
          regulatory authority) disclose such Information to any other person;

    (iii) Goodyear shall require by appropriate confidentiality agreements that
          the disclosed Information will only be used by the Permitted Persons
          in connection with the restructuring of Goodyear's banking facilities
          and will not be used for any other purpose; and




    (iv)  the restrictions contained in this article 1(a)(i), (ii) and (iii)
          shall not apply to any information, knowledge or data which (a) is or
          becomes generally available to the public other than as a result of a
          disclosure by a Permitted Person, (b) was rightfully available to a
          Permitted Person on a confidential basis prior to its disclosure to
          the Permitted Person or (c) becomes rightfully available to a
          Permitted Person on a non-confidential basis.

(b) Goodyear may cause the Europe JVC and its Affiliates controlled by it to
    mortgage their assets and pledge any shares they hold and provide guarantees
    to support borrowings by the Europe JVC and such Affiliates of up to USD750
    million by such Affiliates from banks, capital markets or as a result of
    long-term financial lease obligations in connection with the restructuring
    of the Europe JVC's credit facilities (including the refinancing of the
    capital lease and term loan aggregating USD98 million). Therefore, the
    maximum amount of new borrowing by the Europe JVC and such Affiliates as
    described herein would be USD650 million.

(c) The Affiliates controlled by the Europe JVC are authorised to adjust the
    payment terms on which they pay for raw materials, semi-processed materials
    and finished goods from Goodyear or SRI to cash instead of payment in a
    specified number of days, provided that:

    (i)   the price payable for such raw materials, semi-processed materials and
          finished goods shall be discounted by a sum which is, in the
          aggregate, at least equal to the funding cost to the Europe JVC and
          its Affiliates controlled by it of financing such adjustment;

    (ii)  GY shall, upon request by Sumitomo from time to time, provide Sumitomo
          with sufficient information to demonstrate compliance with
          sub-paragraph (i) above.

(d) The Affiliates controlled by the Europe JVC are authorised to accelerate the
    payment of fees for calendar year 2003 in accordance with the applicable
    provisions of the Technology License Agreements between each of such
    Affiliates and GY and Sumitomo, provided that:

    (i)   the amount of such fees shall be discounted by a sum which is, in the
          aggregate, at least equal to the funding cost to the Europe JVC and
          its Affiliates controlled by it of financing such acceleration;

    (ii)  GY shall, upon request by Sumitomo from time to time, provide Sumitomo
          with sufficient information to demonstrate compliance with
          sub-paragraph (i) above.

(e) The Europe JVC is authorised to pay a distribution from retained earnings of
    up to the Euro equivalent of USD60.6 million to the shareholders of such
    company.

(f) The Europe JVC is authorised to acquire all of the shares in Sava Joint
    Venture Holding d.o.o. ("SAVA") for cash at Fair Value (as determined in
    accordance with article 3(b)(i) below): and Sumitomo, whilst not
    acknowledging that such acquisition is necessarily a "Strategic Investment"
    (within the meaning of the Alliance Agreements), nevertheless waives any
    exit right arising under article 17.01(e) of the Umbrella Agreement as a
    result of such acquisition.




(g) Goodyear shall cause Goodyear Finance Holdings S.A. to place any temporary
    loans or advances to or from any Affiliate controlled by the Europe JVC
    through the financial accounts of the Europe JVC, causing a netting of all
    such advances and loans.

(h) Sumitomo gives its consent to allow Goodyear to pledge or assign any or all
    of its rights or title in the Goodyear North American Trademarks to its
    lenders in connection with the restructuring of Goodyear's credit
    facilities, such pledge or assignment being subject to the rights of the
    Licensee (North America JVC) continuing otherwise under the terms and
    conditions of the applicable Trademark License Agreement(s). For the
    avoidance of doubt, Goodyear North American Trademarks do not include any
    SRI North American Trademarks (e.g. Dunlop, Remington, Centennial, etc).

The consents of Sumitomo set out in this Article 1 are given conditionally upon
GY's delivering to Sumitomo no later than March 31, 2003 (1) a copy of a
commitment letter written on behalf of the agent banks engaged in Goodyear's
restructuring and (2) Goodyear's three-year business plan.

2.  GY REPRESENTATIONS AND WARRANTIES

        GY represents and warrants to Sumitomo that, to the best of GY's
knowledge and belief:

(a) the Fair Value of all the shares in Sava, when acquired by the Europe JVC,
    will not be greater than 20 per cent of the fair value of the "total assets"
    (as referred to in Article 3.6(xv) of the Shareholders Agreement for the
    Europe JVC, "EUROPE SHAREHOLDERS AGREEMENT") of the Europe JVC and its
    Affiliates controlled by it;

(b) borrowings by the Europe JVC and its Affiliates controlled by it will not
    exceed 40 per cent of the sum of the Europe JVC's consolidated debt and
    consolidated shareholders' equity (as defined in Article 6.2 of the Europe
    Shareholders Agreement).

3.  ACTIONS BY GY

    (a)   GY and Sumitomo will use all reasonable endeavours to ensure that the
          distribution referred to in article 1(e) above will be paid no later
          than June 30, 2003.

(b) (i)   The "Fair Value" of the shares in Sava shall be the fair market value
          (or the mid-point within a range of fair market values) of (A) the 80
          per cent of those shares currently owned by Goodyear and (B) the
          remaining 20 per cent of those shares to be acquired by Goodyear, both
          as determined (at GY's cost) by Lazard Freres & Co. LLC (GY warranting
          that such firm has not received any material compensation from
          Goodyear in the past two years) or, if such firm does not accept
          appointment, an investment bank of recognized international standing
          nominated by GY and approved by Sumitomo (such approval not to be
          unreasonably withheld or delayed), provided that such investment bank
          shall not have received any material compensation from Goodyear or SRI
          in the past two years.

    (ii)  GY shall use all reasonable endeavours to ensure that the said 80 per
          cent of the shares in Sava are transferred to the Europe JVC (or an
          Affiliate controlled by it)




          no later than June 30, 2003 and that the remaining 20 per cent of
          those shares are so transferred no later than June 30, 2004.

    (iii) Any acquisition by the Europe JVC (or an Affiliate controlled by it)
          of shares in Sava shall be on terms and conditions (including as to
          warranties and indemnities) usual and reasonable in the circumstances.

4.  MODIFICATIONS OF THE ALLIANCE AGREEMENTS

    GY and Sumitomo agree that the relevant Alliance Agreements shall be
    modified and supplemented to provide for the following:

(a) (i)   target market share (passenger car and light truck) for Dunlop brand
          tires sold by the Europe JVC to automotive OEMs in Europe by 2006 to
          be set at a percentage figure to be agreed by GY and Sumitomo (but not
          less than 2002 market shares), and in any five year period thereafter
          to be maintained at or above an annual average equal to the agreed
          percentage figure;

    (ii)  target market share (passenger car and light truck) for Dunlop brand
          replacement tires sold by the Europe JVC in Europe by 2006 to be set
          at a percentage figure to be agreed by GY and Sumitomo (but not less
          than 2002 market shares), and in any five year period thereafter to be
          maintained at or above an annual average equal to the agreed
          percentage figure;

(b) (i)   target market share (passenger car and light truck) for Dunlop brand
          tires sold by Goodyear (including the North America JVC) to automotive
          OEMs in North America by 2006 to be set at a percentage figure to be
          agreed by GY and Sumitomo (but not less than 2002 market shares), and
          in any five year period thereafter to be maintained at or above an
          annual average equal to the agreed percentage figure;

    (ii)  target market share (passenger car and light truck) for Dunlop brand
          replacement tires sold by the North America JVC in North America by
          2006 to be set at a percentage figure to be agreed by GY and Sumitomo
          (but not less than 2002 market shares), and in any five year period
          thereafter to be maintained at or above an annual average equal to the
          agreed percentage figure;

(c) subject to agreeing such matters (if any) as may be reasonably necessary to
    address any risks under applicable law and regulations, Sumitomo non-compete
    covenants in the Alliance Agreements to be modified so as to exclude from
    the scope of those covenants sales of tires under the "Ohtsu" or "Falken"
    brands (it being acknowledged that, in Europe, distribution of the "Ohtsu"
    and "Falken" brands is covered by the existing distribution agreement with
    the Europe JVC);

(d) the Europe Shareholders Agreement and North America Operating Agreement (and
    the relevant constitutional documents) to be modified to provide that (in
    addition and without prejudice to Sumitomo's existing rights) each of the
    Europe JVC and the North America JVC shall consult Sumitomo in good time
    before taking any material Court proceedings;




(e) the articles of association of the Europe JVC to be modified to include, so
    far as permitted by law, all the prohibitions listed in article 3.6 of the
    Europe Shareholders Agreement.

(f) the Alliance Agreements relating to all joint venture companies in Europe,
    North America and Japan to be modified to provide (in relation to any shares
    currently held by an Affiliate controlled by GY or Sumitomo) that, prior to
    any such Affiliate ceasing to be so controlled, it shall transfer those
    shares to GY (or another Affiliate controlled by it) or Sumitomo (or another
    Affiliate controlled by it), as the case may require.

    The modifications contemplated by this Article 4 shall be negotiated by GY
    and Sumitomo in good faith with a view to having executed all necessary
    documentation in relation thereto no later than June 30, 2003.

5.  OTHER MATTERS REGARDING THE ALLIANCE

(a) GY and Sumitomo agree that they shall, not later than June 30, 2003, meet to
    initiate discussions in good faith as to how the parties might establish
    formal arrangements in Asia, in compliance with all applicable laws and
    regulations, (i) to provide for joint ownership of manufacturing and /or
    distribution facilities in Asia (other than Thailand and Japan), (ii) to
    provide to Sumitomo responsibility with respect to the relationships with
    Japan-origin OEMs in Asia (having in mind, among other things, Article XI of
    the Umbrella Agreement); and (iii) in connection with such other matters
    with respect to the co-operation of parties in Asia as the parties shall
    deem appropriate.

(b) GY and Sumitomo agree that they shall, not later than June 30, 2003, meet to
    initiate discussions in good faith with a view to agreeing the exchange
    between Goodyear and SRI of Non-Commercialized Technology on the same basis
    (or as near as may be) as Commercialized Technology.

6.  GOODYEAR'S RESTRUCTURING, FINANCIAL INFORMATION ETC

(a) GY will, for so long as borrowings are outstanding under the credit
    facilities referred to in article 1(b) above:

    (i)   provide to Sumitomo at monthly intervals (A) a set of relevant
          indicators (including, without limitation, equivalent financial
          information to that supplied to Goodyear's banks) showing Goodyear's
          ongoing actual performance against its risk-adjusted financing plan
          and (B) information on any material developments in Goodyear's
          restructuring of its credit facilities;

    (ii)  meet Sumitomo at quarterly intervals for the purpose of a quarterly
          review of Goodyear's financial condition, operating results and
          current projections: it being agreed that all such information
          provided under this Article 6(a) shall be subject to the
          Confidentiality Agreement (as supplemented) referred to in article
          6(c) below.

(b) GY will provide copies of agreements covering the credit facilities referred
    to in Article 1(b) above.




(c) GY agrees that the following shall be considered "DESIGNATED INDIVIDUALS"
    for the purpose of the Confidentiality Agreement between GY and Sumitomo
    dated January 19, 2003 (as supplemented by letters dated February 17 and 22,
    2003);

    (i)   such Sumitomo personnel who, in the opinion of Mr. Saito or Mr. Asai,
          need to know the Proprietary Information (as defined in the
          Confidentiality Agreement) for the purpose of evaluating the Proposed
          Transactions (as so defined);

    (ii)  any Clifford Chance personnel who, in the opinion of Barry Thomas of
          that firm, need to know the Proprietary Information for the purpose of
          evaluating the Proposed Transactions;

    (iii) any Shearman & Sterling personnel who, in the opinion of Alfred Ross
          of that firm, need to know the Proprietary Information for the purpose
          of evaluating the Proposed Transactions; and

    (iv)  Robin Budenberg of UBS Warburg and any UBS Warburg personnel who, in
          the opinion of Mr. Budenberg, need to know the Proprietary Information
          for the purpose of evaluating the Proposed Transactions provided that
          GY and UBS Warburg shall have entered into such confidentiality
          agreement as may be reasonably necessary to enable GY to comply with
          applicable United States securities laws.

7.  GENERAL

(a) Unless otherwise defined herein, all capitalised terms shall have the same
    meanings as used in the Umbrella Agreement dated as of June 14, 1999 between
    GY and Sumitomo (the "UMBRELLA AGREEMENT") or the other Alliance Agreements.

(b) The provisions of Article XVIII of the Umbrella Agreement are hereby
    incorporated into and made a part of this Agreement by this reference, and
    this Agreement shall be governed as if it is one of the agreements governed
    by such provisions of Article XVIII.




IN WITNESS WHEREOF, the undersigned hereto have caused this Agreement to be duly
executed as of March 3, 2003.



SUMITOMO RUBBER INDUSTRIES, LTD.


By: /s/ Ryochi Sawada
   -------------------------------------
   Name:  Ryochi Sawada
   Title: Representative Director and
          Executive Director


Attest: /s/ Shinya Aoyama
       ---------------------------------

       Name:  Shinya Aoyama
       Title: General Manager
              Overseas Business Development Department



THE GOODYEAR TIRE & RUBBER COMPANY


By: /s/ Clark E. Sprang
   -------------------------------------
   Name:  Clark E. Sprang
   Title: Senior Vice President
          Business Development and
          Integration


Attest: /s/ Anthony E. Miller
       ---------------------------------
       Name:  Anthony E. Miller
       Title: Assistant Secretary

EX-12

EX-12 Computation of Ratio of Earnings

EX-99.1

EX-99.1 906 Certifications