goodyear 10Q Reports3Q'04 10-Q

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended September 30, 2004

Commission File Number: 1-1927

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

(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 ExchangeAct of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

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

OHIO 34-0253240(State or Other Jurisdiction of (I.R.S. EmployerIncorporation or Organization) Identification No.)

1144 East Market Street, Akron, Ohio 44316-0001(Address of Principal Executive Offices) (Zip Code)

Yes � No

Yes � No

Number of Shares of Common Stock,Without Par Value, Outstanding at September 30, 2004: 175,373,802

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF INCOMECONSOLIDATED BALANCE SHEETSCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)CONSOLIDATED STATEMENTS OF CASH FLOWSNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURES

PART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSITEM 6. EXHIBITS

SIGNATURESINDEX OF EXHIBITSEX-4.1 Guarantee and Collateral AgreementEX-4.2 Deposit-Funded Credit AgreementEX-4.3 Purchase AgreementEX-4.4 IndentureEX-4.5 Registration Rights AgreementEX-10.1 Umbrella AgreementEX-10.2 Shareholder AgreementEX-12 Statement Re: Computation of RatiosEX-31.1 302 Certification - CEOEX-31.2 302 Certification - CFOEX-32.1 906 Certification - CEO and CFO

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

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

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Three Months Ended Nine Months EndedSeptember 30, September 30,

Restated Restated

(Dollars in millions, except per share amounts)2004 2003 2004 2003

NET SALES $4,713.7 $3,906.4 $13,534.0 $11,206.1Cost of Goods Sold 3,766.6 3,195.6 10,830.9 9,200.2Selling, Administrative and General Expense 700.4 586.0 2,075.7 1,751.3Rationalizations (Note 2) 28.8 54.3 62.6 130.4Interest Expense 95.0 78.9 266.2 219.7Other (Income) and Expense (Note 3) 30.8 90.2 113.0 164.6Foreign Currency Exchange Loss 10.5 10.8 14.2 29.8Equity in (Earnings) Losses of Affiliates (2.1) — (5.8) 3.9Minority Interest in Net Income of Subsidiaries 18.3 8.7 44.4 32.0

Income (Loss) before Income Taxes 65.4 (118.1) 132.8 (325.8)United States and Foreign Taxes on Income 28.9 1.3 145.1 46.5

NET INCOME (LOSS) $ 36.5 $ (119.4) $ (12.3) $ (372.3)

NET INCOME (LOSS) PER SHARE OF COMMON STOCK –BASIC $ 0.21 $ (0.68) $ (0.07) $ (2.12)

Average Shares Outstanding (Note 4) 175.4 175.3 175.3 175.3NET INCOME (LOSS) PER SHARE OF COMMON STOCK –

DILUTED $ 0.21 $ (0.68) $ (0.07) $ (2.12)

Average Shares Outstanding (Note 4) 177.9 175.3 175.3 175.3

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS

(Unaudited)

RestatedSeptember 30, December 31,

(In millions)2004 2003

Assets:Current Assets:

Cash and cash equivalents $ 1,601.4 $ 1,544.2Restricted cash (Note 1) 85.6 23.9Accounts and notes receivable, less allowance — $137.7 ($128.2 in 2003) 3,560.3 2,622.7Inventories:

Raw materials 547.5 459.2Work in process 144.4 112.0Finished products 1,987.0 1,893.4

2,678.9 2,464.6Prepaid expenses and other current assets 247.8 305.7

Total Current Assets 8,174.0 6,961.1Long-term Accounts and Notes Receivable 225.7 255.0Investments in and Advances to Affiliates 30.4 178.9Other Assets 80.1 71.5Goodwill 647.8 618.6Other Intangible Assets 144.9 161.9Deferred Income Tax 70.6 70.5Deferred Pension Costs 874.8 869.9Deferred Charges 238.1 246.7Properties and Plants, less accumulated depreciation — $7,405.9 ($7,247.8 in 2003) 5,188.6 5,208.9

Total Assets $15,675.0 $14,643.0

Liabilities:Current Liabilities:

Accounts payable-trade $ 1,726.0 $ 1,574.9Compensation and benefits 1,064.9 982.7Other current liabilities 477.5 571.5United States and foreign taxes 365.4 268.7Notes payable (Note 5) 185.3 137.7Long-term debt due within one year (Note 5) 1,209.0 113.5

Total Current Liabilities 5,028.1 3,649.0Long-term Debt and Capital Leases (Note 5) 4,209.5 4,825.8Compensation and Benefits 4,741.1 4,542.6Deferred Income Tax 342.6 370.1Other Long-term Liabilities 604.7 451.4Minority Equity in Subsidiaries 787.4 825.0

Total Liabilities 15,713.4 14,663.9Commitments and Contingent Liabilities (Note 7)Shareholders’ Deficit:Preferred Stock, no par value:

Authorized, 50.0 shares, unissued — —Common Stock, no par value:

Authorized, 300.0 shares, Outstanding shares 175.4 (175.3 in 2003) after deducting 20.3treasury shares (20.4 in 2003) 175.4 175.3


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Capital Surplus 1,390.5 1,390.2Retained Earnings 960.5 972.8Accumulated Other Comprehensive Loss (2,564.8) (2,559.2)

Total Shareholders’ Deficit (38.4) (20.9)

Total Liabilities and Shareholders’ Deficit $15,675.0 $14,643.0

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


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Restated Restated

(In millions)2004 2003 2004 2003

Net Income (Loss) $ 36.5 $(119.4) $(12.3) $(372.3)Other Comprehensive Income (Loss):

Foreign currency translation gain (loss) 78.1 28.0 (21.4) 229.7Minimum pension liability (4.5) (26.3) (2.8) (47.3)Deferred derivative gain (loss) 3.6 5.7 2.3 27.4Reclassification adjustment for amounts recognized in Income (2.4) (2.9) 5.5 (11.0)Tax on derivative reclassification adjustment — — (3.6) (2.0)Unrealized investment gain 2.3 1.8 14.4 11.4

Comprehensive Income (Loss) $113.6 $(113.1) $(17.9) $(164.1)

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months EndedSeptember 30,

Restated


CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss $ (12.3) $ (372.3)

Adjustments to reconcile net loss to cash flows from operating activities:Depreciation and amortization 459.5 461.0Rationalizations (Note 2) 32.0 33.3Asset sales (Note 3) (2.1) 12.3Fire loss deductible expense (Note 3) 11.6 —Minority interest and equity earnings 31.2 14.9Net cash flows from sale of accounts receivable 40.8 (794.7)Changes in operating assets and liabilities, net of asset acquisitions and dispositions:Accounts and notes receivable (898.8) (504.7)Inventories (64.8) (51.1)Accounts payable – trade (18.7) (40.6)Pension contributions (119.4) —Prepaid expenses and other current assets 63.3 175.6Compensation and benefits 367.3 30.8United States and foreign taxes 75.1 114.6Other assets and liabilities 77.6 68.0

Total adjustments 54.6 (480.6)

TOTAL CASH FLOWS FROM OPERATING ACTIVITIES 42.3 (852.9)CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures (278.3) (266.3)Short-term securities redeemed — 26.1Asset dispositions 13.9 87.5Acquisitions (61.8) (71.2)Other transactions 35.9 82.9

TOTAL CASH FLOWS FROM INVESTING ACTIVITIES (290.3) (141.0)CASH FLOWS FROM FINANCING ACTIVITIES:

Short-term debt incurred 162.5 318.3Short-term debt paid (148.0) (488.4)Long-term debt incurred 1,741.7 2,912.6Long-term debt paid (1,312.7) (1,575.3)Common stock issued 0.3 0.1Dividends paid to Sumitomo Rubber Industries, LTD. (13.0) (15.7)Debt issuance costs (45.1) (104.1)Increase in restricted cash (61.7) (6.0)Other transactions — 27.9

TOTAL CASH FLOWS FROM FINANCING ACTIVITIES 324.0 1,069.4Effect of Exchange Rate Changes on Cash and Cash Equivalents (18.8) 34.4

Net Change in Cash and Cash Equivalents 57.2 109.9Cash and Cash Equivalents at Beginning of the Period 1,544.2 920.1

Cash and Cash Equivalents at End of the Period $ 1,601.4 $ 1,030.0


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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

NOTE 1. ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with Form 10-Q instructions and in theopinion of management contain all adjustments (including normal recurring adjustments) necessary to present fairly the consolidated financialposition, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with generallyaccepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financialstatements and accompanying notes. These interim statements should be read in conjunction with the consolidated financial statements andnotes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2003 of The Goodyear Tire & Rubber Company.Refer to note 1A, Restatement, for further discussion.

Operating results for the three and nine months ended September 30, 2004 are not necessarily indicative of the results expected insubsequent quarters or for the year ending December 31, 2004.

Consolidation of Variable Interest Entities

In January 2003, the Financial Accounting Standards Board (the “FASB”) issued Interpretation No. 46, “Consolidation of Variable InterestEntities – an Interpretation of ARB No. 51,” as amended by FASB Interpretation No. 46 (revised December 2003) (collectively, “FIN 46”).FIN 46 requires companies to consolidate, at fair value, the assets, liabilities and results of operations of variable interest entities (VIEs) inwhich the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financialsupport from other parties or in which they hold a controlling financial interest through means other than the majority ownership of votingequity. Controlling financial interests typically are present when a company either 1) has the direct or indirect ability to make decisions aboutthe VIE’s activities, 2) holds an obligation to absorb expected losses of a VIE, or 3) is entitled to receive the expected residual returns of a VIE.FIN 46 became effective immediately for all VIEs created after January 31, 2003, and required certain disclosures in financial statementsissued after January 31, 2003, about the nature, purpose, size and activities of all VIEs covered by its provisions, and their maximum exposureto loss. FIN 46 also required companies to consolidate VIEs created before February 1, 2003, in financial statements for periods ending afterJune 15, 2003. During 2003, the FASB delayed the required implementation date of FIN 46 for entities that are not special purpose entities(SPEs) until the first reporting period ending after March 15, 2004.

The Company applied the provisions of FIN 46, effective July 1, 2003, to those VIEs representing lease-financing arrangements with SPEs.The Company is a party to lease agreements with several unrelated SPEs that are VIEs as defined by FIN 46. The agreements are related tocertain North American distribution facilities and certain corporate aircraft. The assets, liabilities and results of operations of these SPEs wereconsolidated in the third quarter of 2003.

The Company had evaluated the impact of FIN 46 for entities that are not SPEs and deferred, until the first quarter of 2004, the applicationof FIN 46 to two previously unconsolidated investments; South Pacific Tyres (SPT), a tire manufacturer, marketer and exporter of tires inAustralia and New Zealand, and T&WA, a wheel mounting operation in the United States which ships to original equipment manufacturers.The Company consolidated these investments effective January 1, 2004. This consolidation was treated as a non-cash transaction on theConsolidated Statements of Cash Flows with the exception of approximately $24 million of cash and cash equivalents from SPT and T&WAwhich is included in other assets and liabilities in the operating activities section of the statement. The consolidation of SPT and T&WAresulted in an increase in total assets of approximately $315 million and total liabilities of approximately $317 million. Net sales for both SPTand T&WA of approximately $315 million and $896 million were included in Goodyear’s total consolidated net sales for the third quarter andfirst nine months of 2004, respectively. SPT and T&WA both were near break-even for the third quarter of 2004. The net loss for both SPT andT&WA was approximately $1 million for the first nine months of 2004.

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(Unaudited)

In connection with the consolidation of SPT and T&WA during the first quarter of 2004, Goodyear recorded approximately $5 million ofgoodwill. This increase in goodwill was partially offset by approximately $2 million of translation adjustments. Also, Goodyear’s otherintangible asset for a supply agreement with SPT was eliminated upon consolidation of SPT. The supply agreement was recorded at$14.4 million on Goodyear’s Consolidated Balance Sheet at December 31, 2003.

Goodyear and certain of its subsidiaries guarantee certain debt obligations of SPT and T&WA. Goodyear, Goodyear Australia PTYLimited, a wholly-owned subsidiary of Goodyear, and certain subsidiaries of Goodyear Australia Limited PTY guarantee SPT’s obligationsunder credit facilities in the amount of $74.0 million. The guarantees are unsecured. The SPT credit facilities are secured by certainsubsidiaries of SPT. As of September 30, 2004, the carrying amount of the secured assets of these certain subsidiaries was $213.5 million,consisting primarily of accounts receivable, inventory and fixed assets. Goodyear guarantees an industrial revenue bond obligation of T&WAin the amount of $6.8 million. The guarantee is unsecured.

Restricted Cash

Restricted cash includes insurance proceeds related to Entran II litigation as well as cash deposited in support of trade agreements andperformance bonds, and historically has included cash deposited in support of borrowings incurred by subsidiaries. Refer to Note 7,Commitments and Contingent Liabilities, for further information about Entran II claims. At September 30, 2004, cash balances totaling$85.6 million were subject to such restrictions, compared to $23.9 million at December 31, 2003.

Stock-Based Compensation

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

Reclassification

Certain items previously reported in specific financial statement captions have been reclassified to conform to the 2004 presentation.

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Restated Restated

(In millions, except per share)2004 2003 2004 2003

Net income (loss) as reported $36.5 $(119.4) $(12.3) $(372.3)Add: Stock-based compensation expense included in net loss (net of tax) 1.7 0.5 2.4 0.5Deduct: Stock-based compensation expense calculated using the fair value

method (net of tax) (5.2) (7.2) (12.8) (20.6)

Net income (loss) as adjusted $33.0 $(126.1) $(22.7) $(392.4)

Net income (loss) per share:Basic – as reported $0.21 $ (0.68) $(0.07) $ (2.12)

– as adjusted 0.19 (0.72) (0.13) (2.24)Diluted – as reported $0.21 $ (0.68) $(0.07) $ (2.12)

– as adjusted 0.19 (0.72) (0.13) (2.24)


(Unaudited)

NOTE 1A. RESTATEMENT

The Company will file an amendment to its 2003 Form 10-K which will include a note to the financial statements containing summaryfinancial information related to certain of the Company’s investments in affiliates, a restatement of the Company’s prior period financialstatements to record certain out-of-period adjustments identified and recorded in 2004 and to correct the misclassification of certain balancesheet tax accounts at December 31, 2003. Additionally the Company will also amend its first and second quarter 2004 Form 10-Qs to reversethe effect of the out-of-period adjustments recorded in those periods and correct the misclassification of certain balance sheet tax accounts.

Approximately $4 million of these adjustments were recorded and disclosed in the Company’s first and second quarter 2004 Form 10-Qs.During the first quarter of 2004, the Company disclosed that it had recorded approximately $5 million of out-of-period charges primarilyrelated to the reassessment of the estimate of the discount rate used in determining net periodic pension cost and benefit obligations for twominor pension plans of $1.3 million, a clerical error in recording adjustments to the workers’ compensation reserve of $1.8 million as part ofthe Company’s restatement as of December 31, 2003, and the reconciliation of an intra-company account of $1.5 million. During the secondquarter of 2004, the Company recorded approximately $1 million of out-of-period income primarily related to an international pension plan of$1.2 million. During the third quarter, the Company identified additional out-of-period adjustments of $5.3 million. The adjustments primarilyrelated to the write-off of goodwill of approximately $4.1 million associated with certain retail stores previously sold in France and the write-off of deferred charges of approximately $2.9 million, offset in part by a favorable adjustment related to an over accrual for payroll deductionsof approximately $3.3 million and additional equity in earnings of approximately $1.0 million. Also included in the out-of-period adjustmentswere an offsetting charge and credit of $2.7 million relating to a leased tire asset account. Since it was not possible to allocate these offsettingadjustments to the applicable periods, the Company recorded both adjustments in the first quarter of 2004. Most of the adjustments wereidentified through the implementation of the Company’s previously announced measures to improve account reconciliation procedures.

In addition to the prior period adjustments, the Company identified a misclassification of deferred income tax assets and liabilities on theCompany’s Consolidated Balance Sheet beginning at December 31, 2003. The Company recorded certain deferred tax assets and liabilities ona gross basis rather than netting short-term deferred tax assets with short-term deferred tax liabilities and long-term deferred tax assets withlong-term deferred tax liabilities. The misclassification overstated total assets and total liabilities by $356.7 million beginning at December 31,2003. As part of this restatement, the Company corrected the misclassification which had no impact on shareholders’ equity, net income, orcash flows.

Additionally, during the third quarter of 2004, the Company identified an error related to intercompany transactions arising from aprogramming and systems interface change which caused sales and cost of goods sold in its North American Tire business unit to beunderstated by equal amounts. The restatement reflects an increase in sales and cost of goods sold during the first quarter of 2004 of$10.4 million each and an increase in sales and cost of goods sold during the second quarter of 2004 of $10.8 million each to correct this. Therewas no effect on income before taxes or net income in any period.

The net impact of the restatement on net loss for the three and nine month periods ended September 30, 2003 was to increase the net loss by$1.2 million and $4.6 million, respectively.

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(Unaudited)

The following table sets forth the effects of the restatement adjustments discussed above on the Consolidated Statement of Income for thethree-month period ended September 30, 2003.

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Three Months EndedSeptember 30, 2003

(unaudited)

As As

(Dollars in millions except per share amounts)Reported Restated

Net Sales $3,906.1 $3,906.4Cost of Goods Sold 3,194.4 3,195.6Selling, Administrative and General Expense 586.0 586.0Rationalizations 54.3 54.3Interest Expense 78.9 78.9Other (Income) and Expense 89.7 90.2Foreign Currency Exchange 10.8 10.8Equity in (Earnings) Losses of Affiliates 0.2 —Minority Interest in Net Income (Loss) of Subsidiaries 8.8 8.7

Income (loss) before Income Taxes (117.0) (118.1)US and Foreign Taxes on Income 1.2 1.3

Net Loss $ (118.2) $ (119.4)

Net Loss per share – basic $ (.67) $ (.68)

Average Shares Outstanding 175.3 175.3Net Loss per share – diluted $ (.67) $ (.68)

Average Shares Outstanding 175.3 175.3


(Unaudited)

The following table sets forth the effects of the restatement adjustments discussed above on the Consolidated Statement of Income for thenine-month period ended September 30, 2003.

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Nine Months EndedSeptember 30, 2003

(unaudited)

As As

(Dollars in millions, except per share amounts)Reported Restated

Net Sales $11,205.2 $11,206.1Cost of Goods Sold 9,196.0 9,200.2SAG 1,751.3 1,751.3Rationalizations 130.4 130.4Interest Expense 219.7 219.7Other (Income) and Expense 162.7 164.6Foreign Currency Exchange 29.8 29.8Equity in Earnings of Affiliates 4.5 3.9Minority Interest 32.3 32.0

Income (loss) before Income Taxes (321.5) (325.8)US and Foreign Taxes on Income 46.2 46.5

Net Loss $ (367.7) $ (372.3)

Net Loss per share – basic $ (2.10) $ (2.12)

Average Shares Outstanding 175.3 175.3Net Loss per share – diluted $ (2.10) $ (2.12)

Average Shares Outstanding 175.3 175.3


(Unaudited)

The following table sets forth the effects of the restatement adjustments discussed above on the Consolidated Balance Sheet atDecember 31, 2003.

December 31, 2003

(unaudited)As As

(Dollars and shares in millions)Reported Restated

Assets:Current Assets:

Cash and cash equivalents $ 1,541.0 $ 1,544.2Restricted cash 23.9 23.9Accounts and notes receivable 2,621.5 2,622.7Inventories 2,465.0 2,464.6Prepaid expenses and other current assets 336.7 305.7

Total Current Assets 6,988.1 6,961.1Long term Accounts and Notes Receivable 255.0 255.0Investments in and Advances to Affiliates 177.5 178.9Other Assets 74.9 71.5Goodwill 622.5 618.6Other Intangible Assets 161.8 161.9Deferred Income Tax 397.5 70.5Prepaid and Deferred Pension Costs 868.3 869.9Deferred Charges 252.7 246.7Properties and Plants, less accumulated depreciation — $7,247.8 ($7,246.8 as previously reported) 5,207.2 5,208.9

TOTAL ASSETS $15,005.5 $14,643.0

Liabilities:Current Liabilities:

Accounts payable-trade $ 1,572.9 $ 1,574.9Compensation and benefits 983.1 982.7Other current liabilities 572.2 571.5United States and foreign taxes 306.1 268.7Notes payable 137.7 137.7Long term debt due within one year 113.5 113.5

Total Current Liabilities 3,685.5 3,649.0Long Term Debt and Capital Leases 4,826.2 4,825.8Compensation and Benefits 4,540.4 4,542.6Deferred Income Tax 689.4 370.1Other Long Term Liabilities 451.4 451.4Minority Equity in Subsidiaries 825.7 825.0

Total Liabilities 15,018.6 14,663.9Commitments and Contingent LiabilitiesShareholders’ Deficit: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 2003) after deducting 20.3 treasuryshares 175.3 175.3

Capital Surplus 1,390.2 1,390.2Retained Earnings 980.4 972.8Accumulated Other Comprehensive Loss (2,559.0) (2,559.2)

Total Shareholders’ Deficit (13.1) (20.9)

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Total Liabilities and Shareholders’ Deficit $15,005.5 $14,643.0


(Unaudited)

Effect of restatement adjustments on Goodyear’s previously issued financial statements (Unaudited)

(1)Tax adjustments. As a result of the restatement adjustments, an additional federal and state valuation allowance of $0.9 million wasrequired to be recognized in 2002, the period in which the Company previously provided for its valuation allowance.

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SixMonthsEnded

June 30, Years Ended December 31,(Dollars in millions, except per share amounts)(Increase) decrease in loss

2004 2003 2002 2001 Pre-2001 Total

Net Income (loss) as reported $(51.8) $(802.1) $(1,227.0) $(254.1)Restatement Adjustments (pretax) 2.9 (5.2) 0.2 (1.5) $(1.7) $(5.3)Tax effect of restatement & tax adjustments (1) 0.1 — (0.6) 0.5 0.7 0.7

Net adjustments 3.0 (5.2) (0.4) (1.0) (1.0) (4.6)

Net Income (loss) as restated $(48.8) $(807.3) $(1,227.4) $(255.1)

Per Share of Common Stock:Net Income (loss) — Basic as reported $ (.30) $ (4.58) $ (7.35) $ (1.59)Effect of net adjustments .02 (.03) — —

Net Income (loss) — Basic as restated $ (.28) $ (4.61) $ (7.35) $ (1.59)

Net Income (loss) — Diluted as reported $ (.30) $ (4.58) $ (7.35) $ (1.59)Effect of net adjustments .02 (.03) — —

Net Income (loss) — Diluted as restated $ (.28) $ (4.61) $ (7.35) $ (1.59)


(Unaudited)

Summary of adjustments by caption to the Consolidated IncomeStatement – increase (decrease) (Unaudited)

Change in Shareholders’ Deficit (Unaudited)

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SixMonthsEnded

June 30, Years Ended December 31,

(Dollars in millions)2004 2003 2002 2001

Net Sales $20.5 $ 1.3 $ — $ —Cost of Goods Sold 15.8 4.4 0.4 1.8Selling, Administrative and General Expense 0.7 0.1 (0.8) —Rationalizations — — — —Interest Expense — — — —Other (Income) and Expense 1.6 3.6 — —Foreign Currency Exchange — — — —Equity in Earnings of Affiliates — (0.8) (0.4)Minority Income (0.5) (0.8) 0.6 (0.3)

Total Adjustments (pretax) 2.9 (5.2) 0.2 (1.5)Tax Effect and Adjustments 0.1 — (0.6) 0.5

Total Net Adjustments $ 3.0 $(5.2) $(0.4) $(1.0)

(Dollars in millions)Shareholders’ equity at June 30, 2004 - as previously reported $(147.5)Cumulative net decrease in net loss – 2004 first six months 3.0Cumulative net increase in net loss – 2003 (5.2)Cumulative net increase in net loss – 2002 (0.4)Cumulative net increase in net loss – 2001 (1.0)Cumulative net decrease in net income – pre-2001 (1.0)Cumulative adjustment to Accumulated Other Comprehensive Income (0.2)

Shareholders’ equity as of June 30, 2004 - as restated $(152.3)


(Unaudited)

NOTE 2. COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS

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

The following table shows the reconciliation of the liability balance between periods:

2004 rationalizations consist primarily of administrative associate reductions, a manufacturing consolidation in the European Union Tiresegment, warehouse, manufacturing and sales and marketing associate reductions in the Engineered Products segment and manufacturing, salesand research and development associate reductions in the Chemical Products segment. Approximately 1,100 associates will be released underprograms initiated in 2004 (approximately 600 from plans initiated during the third quarter of 2004), of which approximately 375 were exitedduring the first nine months of 2004 (approximately 170 in the third quarter of 2004).

During the third quarter of 2004, net charges of $28.8 million ($30.4 million after tax or $0.17 per share) were recorded, which includedreversals of $15.4 million ($12.6 million after tax or $0.07 per share) for reserves from rationalization actions no longer needed for theiroriginally intended purposes, and new charges of $44.2 million ($42.9 million after tax or $0.24 per share). Included in the $44.2 million ofnew charges are $2.5 million of expenses, consisting of $0.4 million of associate-related costs and $2.0 million of other than associate-relatedcosts incurred in the third quarter of 2004 related to plans initiated in 2003, and $0.1 million of associate-related costs for a plan initiated in2000. The $41.7 million of new charges for plans initiated in 2004 consisted of $31.1 million in non-cash pension curtailments andpostretirement benefit costs, $7.9 million related to future cash outflows, primarily for associate severance costs, and $2.7 million of other exitcosts.

For the first nine months of 2004, net charges of $62.6 million ($59.4 million after-tax or $0.34 per share) were recorded, which includedreversals of $15.8 million ($12.8 million after-tax or $0.07 per share) for reserves from rationalization actions no longer needed for theiroriginally intended purpose, and new charges of $78.4 million ($72.3 million after tax or $0.41 per share). Included in the $78.4 million of newcharges are $12.2 million of expenses, consisting of $2.4 million of associate-related costs and $8.7 million of other than associate-related costsincurred during the first nine months of 2004 related to plans initiated in 2003 and $1.1 million of associated-related costs for a plan initiated in2000. The $66.2 million of new charges for plans initiated in 2004 consisted of $29.3 million related to future cash outflows, primarily forassociate severance costs, $32.0 million in non-cash charges, primarily for pension curtailments and postretirement benefit costs, and$4.9 million in other exit costs.

In the third quarter of 2004, $37.9 was incurred primarily for non-cash pension curtailments, postretirement benefit costs, and severancepayments, while $6.5 million was incurred for non-cancelable lease costs and other costs. During the first nine months of 2004, $105.2 millionwas incurred primarily for non-cash pension curtailments, postretirement benefit costs, and severance payments, and $18.2 million wasincurred for non-cancelable lease costs and other costs. The majority of the remaining $82.6 million accrual balance at September 30, 2004 forall programs is expected to be utilized within the next twelve months.

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Associate- Other Than

(In millions)related Costs Associate-related Costs Total

Accrual balance at December 31, 2003 $108.5 $ 33.4 $141.9Charge during the first six months 24.8 9.4 34.2Incurred (67.3) (11.7) (79.0)FIN 46 Adoption — 1.5 1.5Reversed (0.3) (0.1) (0.4)

Accrual Balance at June 30, 2004 65.7 32.5 98.2Charge during the third quarter 39.5 4.7 44.2Incurred (37.9) (6.5) (44.4)Reversed (13.9) (1.5) (15.4)

Accrual balance at September 30, 2004 $ 53.4 $ 29.2 $ 82.6


(Unaudited)

Accelerated depreciation charges were recorded for fixed assets that will be taken out of service in connection with certain rationalizationplans initiated in 2003 and 2004 in the European Union Tire, Latin America Tire, and Engineered Products segments. During the third quarterof 2004, $1.1 million was recorded as Costs of Goods Sold and $1.1 million was recorded as Selling, Administrative and General Expense foraccelerated depreciation charges. For the first nine months of 2004, $5.6 million was recorded as Cost of Goods sold and $1.5 million wasrecorded as Selling, Administrative and General expense for accelerated depreciation charges.

The following table summarizes, by segment, the total charges expected to be recorded and the total charges recorded in 2004, related to thenew plans initiated in 2004:

The additional restructuring costs not yet recorded are expected to be recorded primarily during the fourth quarter of 2004.

During the full year 2003, net charges of $291.5 million ($267.1 million after tax or $1.52 per share) were recorded, which includedreversals of approximately $16 million (approximately $14 million after tax or $0.08 per share) related to all plans for reserves fromrationalization actions no longer needed for their originally intended purposes and new charges of $307.2 million ($281.4 million after tax or$1.60 per share). The 2003 rationalization actions consisted of manufacturing, research and development, administrative and retailconsolidations in North America, Europe and Latin America. Of the $307.2 million of new charges, $174.8 million related to future cashoutflows, primarily associate severance costs, and $132.4 million related primarily to non-cash special termination benefits and pension andretiree benefit curtailments. Approximately 4,400 associates will be released under the programs initiated in 2003, of which approximately2,700 were exited in 2003 and approximately 900 were exited during the first nine months of 2004. The reversals are primarily the result oflower than initially estimated associate-related payments of approximately $12 million, favorable sublease contract signings in the EuropeanUnion of approximately $3 million and lower contract termination costs in the United States of approximately $1 million. These reversals donot represent a change in the plan as originally approved by management. Of the $307.2 million of new charges recorded in 2003, $56.3million, and $134.2 million, were recorded during the third quarter and the first nine months of 2003, respectively.

The following table summarizes, by segment, the total charges expected to be recorded, the new charges recorded in 2004, the total chargesrecorded to date and the total amounts reversed to date, related to plans initiated in 2003:

The additional restructuring costs not yet recorded are expected to be recorded primarily during the next twelve months.

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Charge Recorded for the Charge Recorded for theTotal Charge Expected Three Months Ended Nine Months Ended

(In millions)To be Recorded September 30, 2004 September 30, 2004

European Union Tire $26.9 $ 1.2 $24.5Engineered Products 38.6 34.7 34.7Chemical Products 4.9 4.9 4.9Corporate 2.1 0.9 2.1

$72.5 $41.7 $66.2

Total ChargeExpected

To be Recorded Charge Charge Amount(excluding Recorded Recorded Reversed

(In millions)reversals) in 2004 to Date to Date

North American Tire $220.0 $ 7.3 $208.0 $ 8.8European Union Tire 63.0 2.1 61.4 1.2Latin American Tire 12.0 1.3 11.7 0.4Engineered Products 42.0 0.4 29.8 12.2Corporate 8.0 — 7.4 0.2

$345.0 $11.1 $318.3 $22.8


(Unaudited)

NOTE 3. OTHER (INCOME) AND EXPENSE

Other (Income) and Expense for the third quarter of 2004 included a loss of $0.9 million ($0.9 million after tax or $0.00 per share) on the saleof assets in North American Tire segment and European Union Tire segment. Other (Income) and Expense for the third quarter of 2003included a loss of $6.3 million (as restated) ($6.3 million after tax or $0.04 per share) on the sale of assets in the Engineered Products Segment(“EPD”) and a gain of $0.4 million (as restated) ($0.4 million after tax or $0.00 per share) on the sale of assets in the European Union TireSegment. Other (Income) and Expense for the first nine months of 2004 included a gain of $9.5 million ($7.1 million after tax or $0.04 pershare) on the sale of assets in North American Tire, European Union Tire and Engineered Products and a loss of $5.5 million ($5.0 millionafter tax or $0.03 per share) on the sale of corporate assets and assets in North American Tire and European Union Tire segments. Other(Income) and Expense in the first nine months of 2003 included a loss of $23.9 million ($15.2 million after tax or $0.09 per share) on the saleof 20,833,000 shares of Sumitomo Rubber Industries, Ltd. and the sale of assets in EPD and a gain of $3.6 million (as restated) ($2.9 millionafter tax of $0.02 per share) resulting from the sale of land in the Asia/Pacific Tire Segment and the sale of assets in the European Union TireSegment.

Financing fees and financial instruments included $4.2 million and $17.9 million, of deferred costs written off, in the three and nine monthsperiods ended September 2004, respectively, in connection with the Company’s refinancing activities during 2004. Additionally, during thethird quarter of 2004 the Company incurred higher amortization of financing fees of approximately $6.0 million related to higher debt levels.Refer to Note 5, Financing Arrangements, for further information on the Company’s 2004 refinancing activities.

General & product liability–discontinued products includes charges for claims against Goodyear related to asbestos personal injury claimsand for anticipated liabilities related to Entran II claims. Of the $7.7 million of expense, net of probable insurance recoveries, recorded in thethird quarter of 2004, $5.5 million related to Entran II claims ($105.5 million of expense and $100.0 million of probable insurance recoveries)and $2.2 million related to asbestos claims ($4.6 million of expense and $2.4 million of probable insurance recoveries). Of the $27.5 million ofexpense, net of probable insurance recoveries, recorded in the first nine months of 2004, $15.4 million related to Entran II claims($115.4 million in expense and $100.0 million in probable insurance recoveries) and $12.1 million related to asbestos claims ($18.7 million inexpense and $6.6 million in probable insurance recoveries). Substantially all of the $62.5 million net charge for general & product liability-discontinued products in the third quarter of 2003 is related to Entran II claims. Goodyear recorded net charges for general & product liability-discontinued products totaling $72.5 million in the nine months ended September 30, 2003, which included recognition of a receivable ofapproximately $105 million, primarily from Goodyear’s excess insurance carriers. Refer to Note 7, Commitments and Contingent Liabilities,for further discussion.

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Restated Restated

(In millions)2004 2003 2004 2003

Asset sales $ 0.9 $ 5.9 $ (4.0) $ 20.3Interest income (9.0) (6.6) (22.6) (18.4)Financing fees and financial instruments 29.2 18.8 90.9 71.9General & product liability – discontinued products 7.7 62.5 27.5 72.5Insurance fire loss deductible — — 11.7 —Miscellaneous 2.0 9.6 9.5 18.3

$30.8 $90.2 $113.0 $164.6


(Unaudited)

Other (Income) and Expense in the first nine months of 2004 includes $11.7 million ($11.6 million after tax or $0.07 per share) of expensefor insurance fire loss deductibles related to fires at Company facilities in Germany, France and Thailand. During the nine months,approximately $23 million in insurance recoveries were received to cover expenses related to the fire losses in Germany. At September 30,2004, Goodyear recorded an insurance receivable of approximately $27 million to recover additional expenses associated with the fire losses inGermany. Subsequent to September 30, 2004, Goodyear received approximately $4 million in insurance recoveries. At September 30, 2004,Goodyear did not record any insurance recoveries associated with the fixed assets destroyed. Additional insurance recoveries in future periodswill be accounted for pursuant to FASB Statement No. 5, “Accounting for Contingencies.”

Miscellaneous expense included approximately $8.3 million and $8.8 million of expense related to the potential sale of the ChemicalProducts segment in the third quarter and nine months of 2003, respectively. The Company subsequently determined to retain the business.

NOTE 4. EARNINGS PER SHARE

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

In 2004 and 2003, approximately 28 million and 27 million, respectively, of stock options, restricted stock and performance grants withexercise prices that were greater than the average market price of the Company’s common shares were excluded from average sharesoutstanding — diluted, as inclusion would have been anti-dilutive. In addition, approximately 2 million of stock options, restricted stock andperformance grants with exercise prices that were less than the average market price of the Company’s common shares were excluded fromaverage shares outstanding — diluted for the nine-month period ended September 30, 2004 (less than one thousand shares for the three andnine-month periods ended September 30, 2003), as the Company was in a net loss position and, thus inclusion would also have been anti-dilutive.

NOTE 5. FINANCING ARRANGEMENTS

Goodyear had credit arrangements of $6.93 billion available at September 30, 2004, of which $830.1 million were unused.

Notes Payable and Long-term Debt Due Within One Year

At September 30, 2004, Goodyear had short-term committed and uncommitted credit arrangements totaling $317.7 million, of which$60.1 million ($10.4 million unused) related to the consolidation of VIEs. Of the total amount, $132.4 million was unused. These arrangementsare available primarily to certain of the Company’s international subsidiaries through various banks at quoted market interest rates. There areno commitment fees associated with these arrangements.

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(In millions)2004 2003 2004 2003

Average shares outstanding – basic 175.4 175.3 175.3 175.3Dilutive securities (2.1 million stock options, 0.4 other) 2.5 — — —

Average shares outstanding – diluted 177.9 175.3 175.3 175.3


(Unaudited)

Goodyear had outstanding debt obligations, which by their terms are due within one year, amounting to $1,394.3 million at September 30,2004 ($251.2 million at December 31, 2003), of which $54.3 million related to the consolidation of VIEs. Current maturities of long-term debt,which includes the maturity of the 6.375% Euro Note and European credit facilities, represents $1,209.0 million, with a weighted-averageinterest rate of 6.34% at September 30, 2004 ($113.5 million and 5.25% at December 31, 2003, respectively). The remaining $185.3 million, ofwhich $49.7 million related to VIEs consolidated in the period, was short-term debt of international subsidiaries, with a weighted-averageinterest rate of 5.82% at September 30, 2004 ($137.7 million and 4.81% at December 31, 2003, respectively).

Long-term Debt and Financing Arrangements

At September 30, 2004, Goodyear had long-term credit arrangements totaling $6.61 billion, of which $697.7 million were unused.

The following table presents long-term debt at September 30, 2004 and December 31, 2003:

At September 30, 2004, the fair value of Goodyear’s long-term fixed rate debt amounted to $3.02 billion, compared to its carrying amount of$2.98 billion. At December 31, 2003, the fair value of Goodyear’s long-term fixed rate debt amounted to $2.11 billion, compared to itscarrying amount of $2.23 billion. The increase of the carrying values and fair values in 2004 as compared to 2003 was primarily attributable tothe issuance of the 11% Notes due 2011 and the 4% Convertible Notes due 2034. In addition, the increase in the fair value of the Company’slong-term fixed rate debt in 2004 as compared to 2003 was attributed to an improvement in the Company’s credit spreads. The fair value wasestimated using quoted market prices or discounted future cash flows. The fair value of the 6 5/8% Notes due 2006 was hedged by floatinginterest rate contracts of $200 million at September 30, 2004 ($200 million at December 31, 2003).

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Restated


6.375% Euro notes due 2005 $ 493.6 $ 504.65.375% Swiss Franc bonds due 2006 126.3 128.04.00% Convertible notes due 2034 350.0 —

Notes:6 5/8% due 2006 225.4 264.58 1/2% due 2007 300.0 300.06 3/8% due 2008 99.9 99.87 6/7% due 2011 650.0 650.0Floating rate notes due 2011 200.0 —11% due 2011 447.6 —7% due 2028 149.1 149.1

Bank term loans:$645 million senior secured U.S. term facility due 2005 — 583.3$400 million senior secured term loan European facility due 2005 400.0 400.0$800 million senior secured asset-backed term loan due 2006 800.0 800.0$650 million senior secured asset-backed term loan due 2006 650.0 —

Revolving credit facilities due 2005 and 2006 250.0 839.0Other domestic and international debt 221.2 173.3

5,363.1 4,891.6Capital lease obligations 55.4 47.7

5,418.5 4,939.3Less portion due within one year 1,209.0 113.5

$4,209.5 $4,825.8


(Unaudited)

The fair value of Goodyear’s variable rate debt approximated its carrying amount at September 30, 2004 and December 31, 2003.

The Notes and Euro Notes have an aggregate face amount of $2.97 billion and are reported net of unamortized discounts aggregating$3.87 million ($1.96 billion and $1.70 million, respectively, at December 31, 2003).

At September 30, 2004, the bank term loans due 2005 and 2006 were comprised of $1.85 billion of variable rate agreements based uponLIBOR plus a fixed spread, bearing interest at a weighted-average rate of 6.06% per annum. At December 31, 2003, the bank term loans due2005 and 2006 were comprised of $1.78 billion of variable rate agreements based upon LIBOR plus a fixed spread bearing interest at aweighted-average rate of 5.17% per annum, of which the interest rate on $325 million principal amount of bank term loans due 2005 and 2006was hedged by interest rate contracts. There were no domestic short-term bank borrowings outstanding at September 30, 2004 or December 31,2003.

At September 30, 2004, borrowings under the revolving credit facilities due 2005 and 2006 were comprised of $250.0 million of variablerate agreements based upon LIBOR plus a fixed spread bearing interest at a weighted-average rate of 5.66% per annum ($839.0 million and5.15% at December 31, 2003, respectively).

Other domestic and international debt at September 30, 2004 and December 31, 2003, consisted of fixed and floating rate loansdenominated in U.S. dollars and other currencies that mature in 2004-2023. The weighted-average interest rate in effect under these loans was6.08% at September 30, 2004, compared to 6.25% at December 31, 2003. Of the long-term debt outstanding, $73.6 million is related to theconsolidation of VIEs.

$350 Million Convertible Note Offering

On July 2, 2004, the Company completed an offering of $350 million aggregate principal amount of 4.00% convertible senior notes dueJune 15, 2034. The notes are convertible into shares of the Company’s common stock initially at a conversion rate of 83.07 shares of commonstock per $1,000 principal amount of notes, which is equal to an initial conversion price of $12.04 per share. The proceeds from the notes wereused to temporarily repay a revolving credit facility and for working capital purposes.

In September 2004, the Emerging Issues Task Force (EITF) reached a final consensus on EITF Issue No. 04-08 “Accounting Issues Relatedto Certain Features of Contingently Convertible Debt and the Effect on Diluted Earnings per Share.” Under the EITF Issue, contingentlyconvertible shares attached to a debt instrument, such as the 4% convertible senior notes discussed above, are to be included in the calculationof diluted earnings per share regardless of whether the contingency has been met. The provisions of EITF No. 04-08 are effective for reportingperiods ending after December 15, 2004, including the retroactive restatement of previously reported earnings per share amounts. The adoptionof this standard is expected to result in a decrease in diluted earnings per share of $.02 for the third quarter of 2004.

$650 Million Senior Secured Notes

On March 12, 2004, the Company completed a private offering of $650 million of senior secured notes, consisting of $450 million of 11%senior secured notes due 2011 and $200 million of floating rate notes due 2011, which accrue interest at LIBOR plus 8%. The proceeds of thenotes were used to prepay the remaining outstanding amount under the U.S. term loan facility, permanently reduce commitments under therevolving credit facility by $70 million, and for general corporate purposes. The notes are guaranteed by the same subsidiaries that guaranteethe U.S. deposit-funded credit facility and asset-backed credit facilities and are secured by perfected fourth-priority liens on the same collateralsecuring those facilities (pari-passu with the liens on that domestic collateral securing the parent guarantees of the European revolving creditfacility).

The Company has the right to redeem the fixed rate notes in whole or in part from time to time on and after March 1, 2008 at a redemptionprice, plus accrued and unpaid interest to the redemption date, of 105.5%, 102.75%, and 100.0% on and after March 1, 2008, 2009 and 2010,respectively. The Company may also redeem the fixed rate notes prior to March 1, 2008 at a redemption price equal to 100% of the principalamount plus a make-whole premium. The

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(Unaudited)

Company has the right to redeem the floating rate notes in whole or in part from time to time on and after March 1, 2008 at the redemptionprice, plus accrued and unpaid interest to the redemption date, of 104.0%, 102.0%, and 100.0% on and after March 1, 2008, 2009 and 2010,respectively. In addition, prior to March 1, 2007, the Company has the right to redeem up to 35% of the fixed and floating rate notes with netcash proceeds from one or more public equity offerings at a redemption price of 111% for the fixed rate notes and 100% plus the thenapplicable floating rate for the floating rate notes, of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

The indenture for the senior secured notes contains restrictions on the Company’s operations, including limitations on (i) incurringadditional indebtedness or liens, (ii) making dividends, distributions and stock repurchases, (iii) making investments, (iv) selling assets and(v) merging and consolidating. In the event that the senior secured notes have a rating equal to or greater than Baa3 from Moody’s and BBB-from Standard and Poor’s, a number of those restrictions will not apply, for so long as those credit ratings are maintained.

$645 Million Senior Secured U.S. Term Facility

As of December 31, 2003, the balance due on the U.S. term facility was $583.3 million due to a partial pay down of the balance during thesecond quarter of 2003. On March 12, 2004, all outstanding amounts under the facility were prepaid and the facility was retired. The U.S. termfacility had a maturity date of April 30, 2005.

$650 Million Senior Secured European Facilities

Goodyear Dunlop Tires Europe B.V. (“GDTE”) is party to a $250 million senior secured revolving credit facility and a $400 million seniorsecured term loan facility (collectively, the “European facilities”). These facilities mature on April 30, 2005. As of September 30, 2004, therewere borrowings of $250.0 million and $400.0 million under the European revolving and term facilities, respectively.

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 ofJPMorgan’s prime rate or the federal funds rate plus 50 basis points) plus 300 basis points.

The collateral pledged under the European facilities includes:

Consistent with the covenants applicable to Goodyear in the U.S. facilities, the European facilities contain certain representations,warranties and covenants applicable to GDTE and its subsidiaries which, among other things, limit GDTE’s ability to incur additionalindebtedness (including a limit of 275 million Euros 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 containcertain additional covenants applicable to the Company identical to those in the U.S. facilities. The European facilities also limit the amount ofcapital expenditures that GDTE may make to $250 million and $100 million in 2004 and 2005 (through April 30), respectively.

Subject to the provisions in the European facilities and agreements with Goodyear’s joint venture partner, Sumitomo Rubber Industries, Ltd.(SRI) (which include limitations on loans and advances from GDTE to Goodyear and a requirement that transactions with affiliates beconsistent 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:

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• 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, including certain accounts receivable, inventory, real property, equipment, contract rights and cashand cash accounts, but excluding certain accounts receivable used in securitization programs.


(Unaudited)

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

U.S. Deposit-Funded Credit Facility

On August 18, 2004, Goodyear refinanced its then existing $680 million senior secured U.S. revolving credit facility with a U.S. deposit-funded credit facility, which is a synthetic revolving credit and letter of credit facility, pursuant to which the lenders deposited the entire$680 million of the facility in an account held by the administrative agent, and those funds are used to support letters of credit or borrowings ona revolving basis, in each case subject to customary conditions. The lenders under the new facility will receive annual compensation on theamount of the facility equivalent to 450 basis points over LIBOR. The full amount of the facility is available for the issuance of letters of creditor for revolving loans. The $500.7 million of letters of credit that were outstanding under the U.S. revolving credit facility as of June 30, 2004were transferred to the deposit-funded credit facility. As of September 30, 2004, there were $500.5 million of letters of credit issued under thefacility. The facility matures on September 30, 2007.

Goodyear’s obligations under the deposit-funded credit facility are guaranteed by most of its wholly-owned U.S. subsidiaries and by itsdirect Canadian subsidiary, Goodyear Canada Inc. Goodyear’s obligations under this facility and its subsidiaries’ obligations under the relatedguarantees are secured by collateral that includes:

The bond agreement for Goodyear’s Swiss Franc bonds limits the Company’s ability to use its U.S. tire and automotive parts manufacturingfacilities as collateral for secured debt without triggering a requirement that holders of the Swiss Franc bonds be secured on an equal andratable basis. The manufacturing facilities indicated above were pledged to ratably secure Goodyear’s Swiss Franc bonds to the extent requiredby the bond agreement. However, the aggregate amount of debt secured by these manufacturing facilities is limited to 15% of Goodyear’spositive consolidated shareholders’ equity, in order that the security interests granted to the lenders under the U.S. senior secured funded creditfacility not be required to be shared with the holders of debt outstanding under the Company’s other existing unsecured bond indentures.

The deposit-funded credit facility contains certain covenants that, among other things, limit Goodyear’s ability to incur additional unsecuredand secured indebtedness (including a limit, subject to certain exceptions, of 275 million euros in accounts receivable transactions), makeinvestments and sell assets beyond specified limits. The facility prohibits Goodyear from paying dividends on its common stock. Goodyearmust also maintain a minimum consolidated net worth (as such term is defined in the deposit-funded credit facility) of at least $2.0 billion forquarters ending in 2004 and 2005 and the first quarter of 2006 and $1.75 billion for the last three quarters of 2006 and the first three quarters of2007. Goodyear is not permitted to allow the ratio of Consolidated EBITDA to consolidated interest

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• 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.

• subject to certain exceptions, perfected first-priority security interests in the equity interests in its U.S. subsidiaries and 65% of the equityinterests in its non-European foreign subsidiaries;

• a perfected second-priority security interest in 65% of the capital stock of Goodyear Finance Holding S.A.;

• perfected first-priority security interests in and mortgages on its U.S. corporate headquarters and certain of its U.S. manufacturingfacilities;

• perfected third-priority security interests in all accounts receivable, inventory, cash and cash accounts pledged as security under theCompany’s asset-backed facilities; and

• perfected first-priority security interests in substantially all other tangible and intangible assets, including equipment, contract rights andintellectual property.


(Unaudited)

expense to fall below 2.00 to 1.00 for any period of four consecutive fiscal quarters. In addition, Goodyear’s ratio of consolidated seniorsecured indebtedness to Consolidated EBITDA is not permitted to be greater than 4.00 to 1.00 at any time. As of September 30, 2004, theCompany was in compliance with each of the financial covenants.

$1.95 Billion Senior Secured Asset-Backed Credit Facilities

In April 2003 the Company 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. On February 20, 2004, the Company added a$650 million term loan tranche to the facility, not subject to the borrowing base, and with junior liens on the collateral securing the facility. Asof September 30, 2004, there were no borrowings and $800.0 million drawn under the revolving credit and term loan asset-backed facilities,respectively. As of September 30, 2004, the $650.0 million tranche was fully drawn. The facilities mature on March 31, 2006.

Availability under the facilities, other than the $650 million term loan tranche, is limited by a borrowing base equal to the sum of (a) 85% ofadjusted 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 multiplied by the inventory value or (ii) if the effectiveadvance rate for inventory is less than 85% of the recovery rate, (A) the sum of 35% of eligible raw materials, 65% of adjusted eligible finishedgoods relating to the North American Tire segment, and 60% of adjusted eligible finished goods relating to the retail division, EngineeredProducts segment and Chemical Products segment minus (B) a rent reserve equal to three months’ rent and warehouse charges at facilitieswhere inventory is stored minus (C) a priority payables reserve based on liabilities for certain taxes or certain obligations related to employeesthat have a senior or pari passu lien on the collateral.

The calculation of the borrowing base and reserves against inventory and accounts receivable included in the borrowing base are subject toadjustment from time to time by the administrative agent and the majority lenders in their discretion (not to be exercised unreasonably), basedon 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 subject to the borrowing base exceedsthe borrowing base, the Company will be required to prepay borrowings sufficient to eliminate the excess or maintain compensating depositswith the agent bank.

The facilities are collateralized by first and second priority security interests in all accounts receivable and inventory of Goodyear and itsdomestic and Canadian subsidiaries (excluding accounts receivable and inventory related to the Company’s North American joint venture withSRI) and, effective as of February 20, 2004, second and third priority security interests on the other assets securing the U.S. facilities. Thefacilities contain certain representations, warranties and covenants which are materially the same as those in the U.S. facilities, with capitalexpenditures of $500 million and $150 million permitted in 2005 and 2006 (through March 31), respectively.

- 21 -


(Unaudited)

Debt Maturities

The annual aggregate maturities of long-term debt and capital leases for the five years subsequent to September 30, 2004 are presented below.Maturities of debt credit agreements have been reported on the basis that the commitments to lend under these agreements will be terminatedeffective at the end of their current terms.

NOTE 6. PENSION, OTHER POSTRETIREMENT BENEFIT AND SAVINGS PLANS

Goodyear and its subsidiaries provide substantially all employees with pension benefits and substantially all domestic employees andemployees at certain international subsidiaries with health care and life insurance benefits upon retirement. The benefit obligation for otherpostretirement benefits includes $15.3 million for the increase in the Company’s contribution requirements based upon the attainment ofcertain profit levels by certain businesses in 2004 and 2005. On December 8, 2003, the Medicare Prescription Drug, Improvement andModernization Act (the “Act”) was signed into law. The Act will provide plan sponsors a federal subsidy for certain qualifying prescriptiondrug benefits covered under the sponsor’s postretirement health care plans. FASB Staff Position No. FAS 106-2, “Accounting and DisclosureRequirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (the FSP), was issued on May 19,2004. The FSP provides guidance on accounting for the effects of the new Medicare prescription drug legislation by employers whoseprescription drug benefits are actuarially equivalent to the drug benefit under Medicare Part D. It also contains basic guidance on relatedincome tax accounting, and complex rules for transition that permit various alternative prospective and retroactive transition approaches.During the third quarter of 2004 the Company determined the overall impact of the adoption of the FSP was a reduction of expense ofapproximately $2 million on an annual basis of which approximately $1 million was recorded in the third quarter. The adoption of the FSP alsoreduced the accumulated postretirement benefit obligation by approximately $19.7 million.

Pension cost follows:

For the three and nine month periods ended September 30, 2004, the Company contributed $60.6 million and $73.9 million, respectively, todomestic plans and $15.0 million and $45.5 million, respectively, to its foreign plans. Refer to note 11, Future Liquidity Requirements, for

Twelve Months Ended September 30,

1 2 3 4 5

(In millions)Year Year Year Year Year

Debt incurred under revolving credit agreements $ 250.0 $ — $ — $ — $ —Other – international 436.6 52.4 66.9 2.7 3.4Other – domestic 522.4 1,578.5 527.7 102.3 2.3

$1,209.0 $1,630.9 $ 594.6 $ 105.0 $ 5.7


Restated Restated

(In millions)2004 2003 2004 2003

Service cost – benefits earned during the period $ 21.6 $ 31.2 $ 66.8 $ 93.2Interest cost on projected benefit obligation 104.2 101.9 315.3 303.9Expected return on plan assets (87.4) (78.8) (259.8) (234.0)Amortization of unrecognized: - prior service cost 18.9 19.1 56.6 56.8

- net (gains) losses 28.7 31.7 89.6 94.9- transition amount 0.3 0.3 1.0 0.8

Net periodic pension cost 86.3 105.4 269.5 315.6Curtailments / settlements 9.5 3.1 10.4 14.4Special termination benefits 4.2 — 4.2 —

Total pension cost $100.0 $108.5 $ 284.1 $ 330.0

further discussion.

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(Unaudited)

Postretirement benefit cost follows:

In the third quarter of 2004, pension curtailments, settlements, and special termination benefits of $31.1 million related to the Chemical andEPD segments rationalization initiatives were recorded as further discussed in Note 2, Rationalizations.

Substantially all domestic employees are eligible to participate in a savings plan. The main Hourly Bargaining Plans provided for matchingcontributions, through April 20, 2003, (up to a maximum of 6% of the employee’s annual pay or, if less, $12,000) at the rate of 50%. Goodyearsuspended the matching contributions for all participants in the main Salaried Plan effective January 1, 2003. The expenses recognized forGoodyear domestic contributions for the three and nine month periods ended September 30, 2004 were $1.0 million and $3.1 million (($0.5)million and $7.6 million for the three and nine months ended September 30, 2003), respectively.

In addition, defined contribution pension plans are available for certain foreign employees. The expenses recognized for Companycontributions for these plans for the three and nine month periods ended September 30, 2004 were $2.9 million and $9.5 million ($0.8 millionand $3.1 million for the three and nine months ended September 30, 2003), respectively. The 2004 amounts have increased over 2003 primarilydue to the inclusion of contributions for SPT due to the adoption of FIN 46.

NOTE 7. COMMITMENTS AND CONTINGENT LIABILITIES

At September 30, 2004, Goodyear had binding commitments for raw materials and investments in land, buildings and equipment of$563.9 million, and off-balance-sheet financial guarantees written and other commitments totaling $18.0 million.

Warranty

At September 30, 2004, Goodyear had recorded liabilities, included in Other current liabilities, totaling $13.5 million ($12.3 million atDecember 31, 2003) for potential claims under warranties offered by the Company. Tire replacement under most of the warranties offered byGoodyear is on a prorated basis. Warranty reserves are based on past claims experience, sales history and other considerations. The amount ofGoodyear’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 nine months of 2004 and 2003:


Restated Restated

(In millions)2004 2003 2004 2003

Service cost – benefits earned during the period $ 6.2 $ 6.2 $ 18.9 $ 19.1Interest cost on projected benefit obligation 46.8 45.2 145.0 134.5Amortization of unrecognized: - prior service cost 11.4 4.5 35.2 13.5

- net (gains) losses 8.8 8.3 27.1 26.5

Net periodic postretirement cost 73.2 64.2 226.2 193.6Curtailments / settlements 12.5 — 12.5 7.3Special termination benefits 0.3 — 0.3 —

Total postretirement cost $86.0 $64.2 $239.0 $200.9


Balance at January 1 $ 12.3 $ 11.0Settlements made during the period (20.4) (18.9)Additional accrual for warranties issued during the period 21.6 19.7

Balance at September 30 $ 13.5 $ 11.8

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(Unaudited)

Environmental Matters

Goodyear had recorded liabilities totaling $37.6 million and $32.6 million (as restated) for anticipated costs related to various environmentalmatters, primarily the remediation of numerous waste disposal sites and certain properties sold by Goodyear, at September 30, 2004 andDecember 31, 2003, respectively. Of these amounts, $7.3 million and $7.5 million (as restated) were included in Other current liabilities atSeptember 30, 2004 and December 31, 2003, respectively. The costs include legal and consulting fees, site studies, the design andimplementation of remediation plans, post-remediation monitoring and related activities and will be paid over several years. The amount ofGoodyear’s ultimate liability in respect of these matters may be affected by several uncertainties, primarily the ultimate cost of requiredremediation and the extent to which other responsible parties contribute.

Workers’ Compensation

Goodyear had recorded liabilities, on a discounted basis, totaling $207.3 million and $195.7 million (as restated) for anticipated costs related toworkers’ compensation at September 30, 2004 and December 31, 2003, respectively. Of these amounts, $116.8 million and $112.6 millionwere included in Current Liabilities as part of Compensation and benefits at September 30, 2004 and December 31, 2003, respectively. Thecosts include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. Theseestimates 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 theseestimates.

General and Product Liability and Other Litigation

Goodyear had recorded liabilities totaling $593.7 million and $491.7 million for potential product liability and other tort claims, includingrelated legal fees expected to be incurred, presently asserted against Goodyear at September 30, 2004 and December 31, 2003, respectively. Ofthese amounts, $124.4 million and $142.5 million were included in Other current liabilities at September 30, 2004 and December 31, 2003,respectively. The amounts recorded were estimated on the basis of an assessment of potential liability using an analysis of availableinformation with respect to pending claims, historical experience and, where available, current trends. The Company had recorded insurancereceivables for potential product liability and other tort claims of $214.0 million at September 30, 2004 and $199.3 million at December 31,2003. Of these amounts, $128.5 million and $100.1 million were included in Current Assets as part of Accounts and notes receivable atSeptember 30, 2004 and December 31, 2003, respectively.

Asbestos. Goodyear is a defendant in numerous lawsuits alleging various asbestos-related personal injuries purported to result from allegedexposure to asbestos in certain rubber encapsulated products or aircraft braking systems manufactured by Goodyear in the past or to asbestos incertain Goodyear facilities. Typically, these lawsuits have been brought against multiple defendants in state and Federal courts. To date,Goodyear has disposed of approximately 27,700 cases by defending and obtaining the dismissal thereof or by entering into a settlement. Thesum of the Company’s accrued asbestos related liability and gross payments to date, including legal costs, totaled approximately $228 millionthrough September 30, 2004 and approximately $208 million through December 31, 2003.

A summary of approximate asbestos claims activity in recent periods follows. Because claims are often filed and disposed of by dismissal orsettlement in large numbers, the amount and timing of settlements and the number of open claims during a particular period can fluctuatesignificantly from period to period.

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Nine Months EndedYear Ended December 31,

(Dollars in millions)September 30, 2004 2003(2) 2002(2)

Pending claims, beginning of period 114,800 100,600 64,500New claims filed 13,300 24,300 39,800Claims settled/dismissed (2,400) (10,100) (3,700)

Pending claims, end of period 125,700 114,800 100,600

Payments (1) $ 24.7 $ 29.6 $ 18.8


(Unaudited)

(1) Amount spent on asbestos litigation defense and claim resolution before recovery of insurance proceeds.

(2) Changes in claims tracking methods resulted in a modification of previously reported claims for these periods.

In connection with the preparation of its 2003 financial statements, the Company engaged an independent asbestos valuation firm to reviewthe Company’s existing reserves for pending claims, to determine whether or not the Company could make a reasonable estimate of theliability associated with unasserted asbestos claims, and review the Company’s method of determining its receivables from probable insurancerecoveries. Prior to the fourth quarter of 2003, the Company’s estimate for asbestos liability was based upon a review of the variouscharacteristics of the pending claims by an experienced asbestos counsel.

The Company, based on the advice of the valuation firm, has recorded liabilities for both asserted and unasserted claims at September 30,2004 totaling $126.7 million, inclusive of defense costs, compared to $131.1 million at December 31, 2003. The recorded liability representsthe Company’s estimated liability through 2008, which represents the period over which the liability can be reasonably estimated. Due to thedifficulties in making these estimates, analyses based on new data and/or changed circumstances arising in the future could result in an increasein the recorded obligation in an amount that cannot currently be reasonably estimated, and that increase could be significant. The portion of theliability associated with unasserted asbestos claims at September 30, 2004 is $27.6 million compared to $31.9 million at December 31, 2003.Prior to the fourth quarter of 2003, the Company did not have an accrual for unasserted claims as sufficient information was deemed to be notavailable to reliably estimate such an obligation. This conclusion was further confirmed by the valuation firm during the preparation of the2003 financial statements. At September 30, 2004, the Company’s liability with respect to asserted claims and related defense costs was$99.1 million compared to $99.2 million at December 31, 2003, notwithstanding an increase in the number of pending claims betweenDecember 31, 2003 and September 30, 2004.

At December 31, 2003, after reviewing the Company’s recent settlement history by jurisdiction, law firm, disease type and alleged date offirst exposure, the valuation firm cited two primary reasons for the Company to refine its valuation assumptions. First, in calculating theCompany’s estimated liability, the valuation firm determined that the Company had previously assumed it would resolve more claims in theforeseeable future than is likely based on its historical record and nationwide trends. As a result, the Company now assumes that a smallerpercentage of pending claims will be resolved within the predictable future. Second, the valuation firm determined that it was not possible toestimate a liability for as many non-malignancy claims as the Company had done in the past. As a result, the Company’s current estimatedliability includes fewer liabilities associated with non-malignancy claims.

Goodyear maintains primary insurance coverage under coverage-in-place agreements as well as excess liability insurance with respect toasbestos liabilities. Goodyear records a receivable with respect to such policies when it determines that recovery is probable and it canreasonably estimate the amount of a particular recovery.

Prior to 2003, Goodyear did not record a receivable for expected recoveries from excess carriers in respect of asbestos-related matters.Goodyear has instituted coverage actions against certain of these excess carriers. After consultation with its outside legal counsel and givingconsideration to relevant factors including the ongoing legal proceedings with certain of its excess coverage insurance carriers, their financialviability, their legal obligations and other pertinent facts, Goodyear determined an amount it expects is probable of recovery from such carriers.Accordingly, Goodyear first recorded a receivable during 2003 which represents an estimate of recovery from its excess coverage insurancecarriers relating to potential asbestos-related liabilities.

Based upon the model employed by the valuation firm, the Company’s receivable related to asbestos claims is $104.8 million atSeptember 30, 2004. Based on the Company’s current asbestos claim profile, the Company expects that approximately 83% of asbestos claimrelated losses will be recoverable up to its accessible policy limits. The receivable recorded consists of an amount the Company expects tocollect under coverage-in-place agreements with certain primary carriers as well as an amount it believes is probable of recovery from certainof its excess coverage insurance carriers. Of this amount, $23.1 million was included in Current Assets as part of Accounts and notesreceivable at September 30, 2004. Goodyear had recorded insurance receivables of $110.4 million at December 31, 2003. Of this amount,$20.4 million was included in Current Assets as part of Accounts and notes receivable.

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(Unaudited)

The Company believes that at September 30, 2004, it had approximately $410 million in aggregate limits of excess level policies potentiallyapplicable to indemnity payments for asbestos products claims in addition to limits of available primary insurance policies. Some of theseexcess policies provide for payment of defense costs in addition to indemnity limits. A portion of the availability of the excess level policies isincluded in the $104.8 million insurance receivable recorded at September 30, 2004. The Company also had approximately $23 million inaggregate limits for products claims as well as coverage for premise claims on a per occurrence basis and defense costs available with itsprimary insurance carriers through coverage-in-place agreements at September 30, 2004.

Goodyear believes that its reserve for asbestos claims, and the insurance receivables recorded in respect of these claims, reflect reasonableand probable estimates of these amounts. The estimate of the assets and liabilities related to pending and expected future asbestos claims andinsurance recoveries is subject to numerous uncertainties, including, but not limited to, changes in (i) the litigation environment; (ii) federal andstate law governing the compensation of asbestos claimants; (iii) the Company’s approach to defending and resolving claims; and (iv) the levelof payments made to claimants from other sources, including other defendants. As a result, with respect to both asserted and unasserted claims,it is reasonably possible that the Company may incur a liability in excess of the current reserve. Coverage under insurance policies is subject tovarying characteristics of asbestos claims including, but not limited to, the type of claim (premise vs. product exposure), alleged date of firstexposure to the Company’s products or premises and disease alleged. Depending upon the nature of these characteristics, as well as theresolution of certain legal issues, some portion of the insurance may not be accessible by the Company.

Heatway (Entran II). The Company is a defendant in 22 class actions or potential class actions and a number of other civil actions in variousFederal, state and Canadian courts asserting non-asbestos property damage claims relating to Entran II, a rubber hose product that it suppliedfrom 1989-1993 to Chiles Power Supply, Inc. (d/b/a Heatway Systems), a designer and seller of hydronic radiant heating systems in the UnitedStates. The plaintiffs in these actions are generally seeking recovery under various tort, contract and statutory causes of action, includingbreach of express warranty, breach of implied warranty of merchantability, breach of implied warranty of fitness for a particular purpose,negligence, strict liability and violation of state consumer protection statutes.

As previously reported, on June 4, 2004, the Company entered into an amended settlement agreement that was intended to address asubstantial portion of its Entran II liabilities (the “Amended Settlement”). On October 19, 2004, the court conducted a fairness hearing on, andgave final approval to, the Amended Settlement. As a result, Goodyear will make annual cash contributions to a settlement fund of $60 million,$40 million, $15 million, $15 million and $20 million in 2004, 2005, 2006, 2007 and 2008, respectively. The first of these payments will bemade within ten days of the Final Order and Judgment and will consist of $60 million, less the amount paid as of June 30, 2004 to cover thecost of administration and class notice. In addition to these annual payments, Goodyear was required to contribute to the settlement fund byOctober 19, 2004, the amount of insurance Goodyear recovered from its carriers relating to Entran II but, in any event, no less than$150 million. As of October 19, 2004, $150 million had been deposited by the Company in the settlement fund comprised of $75 million ofinsurance recoveries previously obtained by the Company and $75 million of cash contributions made by the Company. The Company expectsto receive an additional $100 million of insurance reimbursements during the 4th quarter. Of this amount, $75 million will reimburse theCompany for its October 19, 2004 cash contribution to the settlement fund and the balance (net of unreimbursed legal costs incurred to obtainthe insurance recoveries) will be deposited into the settlement fund. The Company does not expect to receive any further insurancereimbursements beyond the amounts described above.

A total of 62 claimants have been opted out of the Amended Settlement. The Amended Settlement does not cover the liability associatedwith these opt outs, however, the Company will be entitled to assert proxy claims against the settlement fund for the payments such claimantswould have been entitled to under the Amended Settlement if these claimants assert claims against the Company. The Company is a defendantin two pending state court actions in Colorado involving approximately 15 sites that have been opted out of the amended settlement.

In 2002, two state courts in Colorado entered judgments against the Company in Entran II cases of $22.7 million and $1.3 million,respectively. On June 19, 2003, a jury in Colorado Federal court awarded a judgment in an Entran II case against the Company of $4.1 million.An additional $5.7 million in prejudgment interest was awarded on September 8, 2003. Any liability of the Company arising out of these

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(Unaudited)

actions will not be covered by the Amended Settlement. The Company will continue to pursue appeals of these judgements.

In another Entran II action, on May 13, 2004, a federal jury in Colorado awarded the plaintiffs aggregate damages of $8.1 million, of which40% was allocated to Goodyear. The court subsequently awarded plaintiffs $4.8 million in prejudgment interest, all of which was allocated tothe Company. On June 21, 2004, a jury in another Entran II case in Colorado state court awarded the plaintiff $0.6 million in damages, 20% ofwhich was allocated to the Company. The plaintiff was also awarded approximately $0.4 million in prejudgement interest and costs. Anyliability of the Company arising out of the these actions also will not be covered by the Amended Settlement. However, the Company will beentitled to a credit from the settlement fund against amounts (if any) paid to the plaintiffs in these actions. The Company will continue topursue appeals of these judgements.

Goodyear has recorded liabilities of approximately $353 million and $246 million at September 30, 2004 and December 31, 2003,respectively, related to Entran II litigation. Goodyear recorded insurance receivables related to Entran II litigation of $100 million and$55 million at September 30, 2004 and December 31, 2003, respectively. The Company has also recorded, at September 30, 2004,approximately $72.2 million in restricted cash for insurance recoveries previously received that will be included in the settlement fund.

Goodyear believes that its reserve for Entran II litigation, and the related insurance receivables recorded in respect of these matters, reflectreasonable and probable estimates of these amounts. The ultimate cost of disposing of Entran II claims is dependent upon a number of factors,including the Company’s ability to resolve claims not subject to the Amended Settlement (including the cases in which the Company hasreceived adverse judgments) and whether or not claimants opting out of the Amended Settlement pursue claims against Goodyear in the future.As a result, it is reasonably possible that the Company may incur a liability in excess of its recorded reserve, however, Goodyear cannot predictsuch range of additional loss.

Refer to Part II, Item 1, Legal Proceedings, for further information about Heatway matters.

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

Guarantees

The Company is a party to various agreements under which it has undertaken obligations resulting from the issuance of certain guarantees.Guarantees have been issued on behalf of the Company’s affiliates or customers of the Company. Normally, there is no separate premiumreceived by the Company as consideration for the issuance of guarantees. The Company’s performance under these guarantees would normallybe triggered by the occurrence of one or more events as provided in the specific agreements. Collateral and recourse provisions available to theCompany under these agreements were not significant.

Customer Financing. In the normal course of business, the Company will from time to time issue guarantees to financial institutions on behalfof its customers. The Company normally issues these guarantees in connection with the arrangement of financing by the customer. TheCompany generally does not require collateral in connection with the issuance of these guarantees. In the event of non-payment by a customer,the Company is obligated to make payment to the financial institution, and will typically have recourse to the assets of that customer. AtSeptember 30, 2004, the Company had guarantees outstanding under which the maximum potential amount of payments totaled $7.5 million,

- 27 -


(Unaudited)

and which expire at various times through 2011. The Company cannot estimate the extent to which its customers’ assets, in the aggregate,would be adequate to recover the maximum amount of potential payments. The Company has not recorded any liabilities associated with theseguarantees on the Consolidated Balance Sheet as of September 30, 2004 or December 31, 2003.

Affiliate Financing. The Company will from time to time issue guarantees to financial institutions on behalf of certain of its affiliates, whichare accounted for using the equity method. The financing arrangements of the affiliates may be for either working capital or capitalexpenditures. The Company generally does not require collateral in connection with the issuance of these guarantees. In the event of non-payment by an affiliate, the Company is obligated to make payment to the financial institution, and will typically have recourse to the assets ofthat affiliate. At September 30, 2004, the Company had guarantees outstanding under which the maximum potential amount of paymentstotaled $9.8 million, and which expire at various times through 2007. The Company is unable to estimate the extent to which its affiliates’assets would be adequate to recover the maximum amount of potential payments with that affiliate.

Employee Guarantees. The Company will from time to time, issue guarantees to financial institutions or other companies on behalf of certainemployees or associates that are relocated to international operations. At September 30, 2004, the Company had guarantees outstanding underwhich the maximum potential amount of payments totaled $0.7 million.

Indemnifications. At September 30, 2004, the Company was a party to various agreements under which it had assumed obligations toindemnify the counterparties from certain potential claims and losses. These agreements typically involve standard commercial activitiesundertaken by the Company in the normal course of business; the sale of assets by the Company; the formation of joint venture businesses towhich the Company has contributed assets in exchange for ownership interests; and other financial transactions. Indemnifications provided bythe Company pursuant to these agreements relate to various matters including, among other things, environmental, tax and shareholder matters;intellectual property rights; government regulations and employment-related matters; and dealer, supplier and other commercial matters.

Certain indemnifications expire from time to time, and certain other indemnifications are not subject to an expiration date. In addition, theCompany’s potential liability under certain indemnifications is subject to maximum caps, while other indemnifications are not subject to caps.Although the Company has been subject to indemnification claims in the past, the Company cannot reasonably estimate the number, type andsize of indemnification claims that may arise in the future. Due to these and other uncertainties associated with the indemnifications, theCompany’s maximum exposure to loss under these agreements cannot be estimated.

The Company has determined that there are no guarantees other than liabilities for which amounts are already recorded or reserved in itsfinancial statements under which it is probable that it has incurred a liability.

NOTE 8. ACQUISITIONS

During June 2004, Goodyear exercised its call option and purchased the remaining 20% of Sava Tires d.o.o. (Sava Tires), a joint venture tiremanufacturing company in Kranj, Slovenia, for approximately $52 million. Following the purchase, the Company transferred Sava Tires to theCompany’s 75 percent-owned Goodyear Dunlop Tires Europe affiliate. In conjunction with the purchase of the remaining 20% of Sava Tires,the Company recorded an addition to goodwill of approximately $1.0 million. The acquisition of the remaining 20% of Sava Tires wasaccounted for under the purchase method of accounting. The purchase price has been allocated on a preliminary basis, as the Company iscompleting its asset valuations (expected to be completed during the fourth quarter of 2004). The Company had purchased its original 60%stake in Sava Tires in 1998 and then completed an additional purchase of 20% in 2002.

On July 13, 2004, Goodyear completed the acquisition of the remaining 50% ownership interest of Däckia, a major tire retail group inSweden, for approximately $10 million. Goodyear originally acquired a 50% stake in Däckia in 1995. The acquisition of the remaining 50% ofDäckia was accounted for under the purchase method of accounting. The purchase price has been allocated on a preliminary basis entirely togoodwill, as the Company is completing its asset valuations (expected to be completed during the fourth quarter of 2004). In conjunction withthe consolidation of and the purchase of the remaining 50% of Däckia, the Company recorded goodwill of $26 million.

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(Unaudited)

NOTE 9. PREFERRED STOCK PURCHASE RIGHTS PLAN

On February 3, 2004, the Company’s Board of Directors, approved an amendment to the Amended and Restated Rights Agreement, dated as ofApril 15, 2002 (the “Rights Agreement”), between the Company and EquiServe Trust Company, N.A., as Rights Agent, to change the finalexpiration date of the Rights Agreement from July 26, 2006 to June 1, 2004. The amendment was finalized by the Company and the RightsAgent on March 1, 2004. As a result, the preferred stock purchase rights granted under the Rights Agreement expired at the close of businesson June 1, 2004.

NOTE 10. BUSINESS SEGMENTS


Restated Restated

(In millions)2004 2003 2004 2003

Net Sales:North American Tire $2,070.5 $1,792.2 $ 5,837.2 $ 5,076.4European Union Tire 1,084.7 985.6 3,255.8 2,875.9Eastern Europe, Middle East and Africa Tire 344.6 283.2 928.4 779.2Latin American Tire 315.7 262.1 909.7 752.1Asia/Pacific Tire 319.4 140.1 969.0 429.9

Total Tires 4,134.9 3,463.2 11,900.1 9,913.5Engineered Products 377.2 299.9 1,090.0 890.8Chemical Products 395.8 306.7 1,130.8 909.8

Total Segment Sales 4,907.9 4,069.8 14,120.9 11,714.1Inter-SBU Sales (209.3) (169.2) (602.2) (526.1)Other 15.1 5.8 15.3 18.1

Net Sales $4,713.7 $3,906.4 $13,534.0 $11,206.1

Segment Operating Income (Loss):North American Tire $ 13.5 $ (36.6) $ 16.2 $ (116.2)European Union Tire 69.9 49.3 195.1 112.5Eastern Europe, Middle East and Africa Tire 59.8 43.5 148.2 98.8Latin American Tire 63.7 43.8 186.7 104.2Asia/Pacific Tire 18.7 10.3 45.7 36.2

Total Tires 225.6 110.3 591.9 235.5Engineered Products 34.1 13.7 88.6 25.3Chemical Products 45.4 27.4 130.5 79.4

Total Segment Operating Income 305.1 151.4 811.0 340.2Rationalizations and asset sales (29.7) (60.2) (58.6) (150.7)Accelerated depreciation charges and asset write-offs (2.2) (0.5) (7.1) (8.7)Interest expense (95.0) (78.9) (266.2) (219.7)Foreign currency exchange (10.5) (10.8) (14.2) (29.8)Minority interest in net income of subsidiaries (18.3) (8.7) (44.4) (32.0)Inter-SBU income (34.6) (22.7) (99.1) (58.7)Financing fees and financial instruments (29.2) (18.8) (90.9) (71.9)Equity in earnings (losses) of corporate affiliates 0.4 (1.6) 1.0 (8.0)General and product liability – discontinued products (7.7) (62.5) (27.5) (72.5)Expenses for insurance fire loss deductibles — — (11.7) —Professional fees associated with the investigation and restatement (2.2) — (26.5) —Other (10.7) (4.8) (33.0) (14.0)

Income (Loss) before Income Taxes $ 65.4 $ (118.1) $ 132.8 $ (325.8)

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(Unaudited)

Portions of items reported as Rationalizations and Other (Income) and Expense on the Consolidated Statement of Income were not chargedto the strategic business units (“SBUs”) for performance evaluation purposes, but were attributable to the SBUs as follows:

(1) Includes the expense for general & product liability-discontinued products, insurance fire loss deductibles, and financing fees and financialinstruments. See Note 3, Other (Income) and Expense for further discussion.

NOTE 11. FUTURE LIQUIDITY REQUIREMENTS

As of September 30, 2004, the Company had $1.60 billion in cash and cash equivalents, of which $796.1 million was held in the United Statesand $261.4 million was in accounts of GDTE. The remaining amounts were held in the Company’s other non-U.S. operations. The Company’sability to move cash and cash equivalents among its various operating locations is subject to the operating needs of the operating locations aswell as restrictions imposed by local laws and applicable credit facility agreements. As of September 30, 2004, approximately $195.5 millionof cash was held in locations where significant tax or legal impediments would make it difficult or costly to execute monetary transfers. Basedupon the Company’s projected operating results, the Company expects that cash flow from operations together with available borrowing underits restructured credit facilities and other sources of liquidity will be adequate to meet the Company’s anticipated cash and cash equivalentrequirements including working capital, debt service, minimum pension funding requirements and capital expenditures through September 30,2005.

At September 30, 2004, the Company also had $830.1 million of unused availability under its various credit agreements.

The Company’s liquidity may be materially adversely affected by a significant amount of debt maturing in 2005 and 2006 and substantialrequired contributions to be made to its defined benefit pension plans in 2004, 2005 and beyond. The aggregate amount of long-term debtmaturing in calendar years 2005 and 2006 is approximately $1.22 billion and $1.90 billion, respectively. Included in these amounts is$650.0 million related to our primary European credit facilities maturing in 2005 and $1.45 billion related to our asset-backed facilitiesmaturing in 2006. These facilities will have to be refinanced in the capital markets if they are not renewed by the existing lenders. Because ofour debt ratings, operating performance over the past few years and other factors, access to such markets cannot be assured. The Company’songoing ability to access the capital markets is highly dependent on the degree of success it has implementing its North American Tireturnaround strategy. In addition to facilitating access to the capital markets,

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Restated Restated

(In millions)2004 2003 2004 2003

Rationalizations:North American Tire $ (1.2) $10.7 $ 4.5 $ 59.2European Union Tire 0.9 27.3 25.8 44.4Eastern Europe, Middle East and Africa Tire 0.1 — 0.1 (0.1)Latin American Tire 0.6 — 2.4 5.5Engineered Products 22.6 17.3 22.8 20.5Chemical 4.9 — 4.9 —Corporate 0.9 (1.0) 2.1 0.9

Total Rationalizations $28.8 $54.3 $ 62.6 $130.4

Other (Income) and Expense:North American Tire $ 2.7 $ — $ 1.2 $ —European Union Tire (1.8) (0.4) (4.1) (1.5)Asia/Pacific Tire — — — (2.1)Engineered Products — 6.3 (1.3) 6.3Corporate(1) 29.9 84.3 117.2 161.9

Total Other (Income) and Expense $30.8 $90.2 $113.0 $164.6


(Unaudited)

successful implementation of the turnaround strategy is also crucial to ensuring that the Company has sufficient cash flow from operations tomeet its obligations. There is no assurance that the Company will have a sufficient degree of success implementing its turnaround strategy tomaintain access to capital markets and meet liquidity requirements. Failure to complete the turnaround strategy successfully could have amaterial adverse effect on the Company’s financial position, results of operations and liquidity.

In addition to the commitments summarized above, Goodyear is required to make contributions to its domestic defined benefit pensionplans. These contributions are required under the minimum funding requirements of the Employee Retirement Income Security Act(“ERISA”). Although subject to change, Goodyear expects to be required by ERISA to make contributions to its domestic pension plans ofapproximately $160 million in 2004 and approximately $425 million to $450 million in 2005. The expected contributions are based uponparticipant data as of January 1, 2004, and assume a stable population in future years. In calculating these estimates, the Company relied on anumber of assumptions, including (i) an ERISA liability interest rate of 6.53% and 6.11% for 2004 and 2005, respectively, (ii) plan assetreturns of 3.8% in 2004, and (iii) the effect of legislation signed into law in 2004 providing for changes to ERISA funding requirements. Priorto 2005 funding estimates had assumed an ERISA liability interest rate of 6.67% for 2005, and 2004 asset returns of 8.5%. The new estimatesfor these items are based upon bond rates and asset returns as of September 30, 2004. For the three and nine month periods endedSeptember 30, 2004, the Company contributed $60.6 million and $73.9 million, respectively, to its domestic plans. The estimates of thecontributions required in 2004 and 2005 reflect legislation passed by Congress in 2004 providing for changes to ERISA funding requirementspermitting the deferral of certain contributions that would have otherwise been required in 2004 and 2005 to subsequent periods. Goodyear willbe subject to additional statutory minimum funding requirements after 2005. Due to uncertainties regarding significant assumptions involved inestimating future required contributions to its defined benefit pension plans, such as interest rate levels, the amount and timing of asset returnsand whether the Company makes contributions in excess of those required, and what, if any, changes may occur in legislation, Goodyear is notable to reasonably estimate its future required contributions beyond 2005. Nevertheless, Goodyear expects that the amount of contributionsrequired in years beyond 2005 will be substantial. In particular, the funding relief provided under current law expires at the end of 2005. As aresult, if funding relief is not extended or renewed, Goodyear expects that its minimum funding obligations in 2006 would be substantiallygreater than in 2005. In 2004, in addition to required domestic plan contributions, Goodyear expects to contribute approximately $60 million toits funded international pension plans. For the three and nine month periods ended September 30, 2004, the Company contributed $15.0 millionand $45.5 million, respectively, to its foreign plans.

Goodyear’s postretirement benefit plans will require amounts to cover benefit payments in the future. Benefit payments are expected to beapproximately $285 million in 2004, $300 million in 2005 and $300 million in 2006. These estimates are based upon the plan provisionscurrently in effect. Ultimate payments are expected to be $3.1 billion as calculated on December 31, 2003. The majority of these paymentswould be made more than five years hence.

Although the Company is highly leveraged, it may become necessary for it to incur additional debt to ensure that it has adequate liquidity. Asubstantial portion of the Company’s assets is already subject to liens securing its indebtedness. The Company is limited in its ability to pledgeits remaining assets as security for additional secured indebtedness. In addition, unless the Company’s financial performance improves, itsability to raise unsecured debt may be significantly limited.

The Company’s master contract with the USWA committed the Company to consummate the issuance or placement of at least $250 millionof debt securities and at least $75 million of equity or equity-linked securities by December 31, 2003 or the USWA would have the right to filea grievance and strike. On March 12, 2004, the Company completed a private offering of $650 million in senior secured notes due 2011,consisting of $450 million of 11% senior secured notes and $200 million of floating rate notes at LIBOR plus 8%. On July 2, 2004, theCompany completed a private offering of $350 million in 4% convertible senior notes due 2034 (an equity-linked security). Under the mastercontract the Company also committed to launch, by December 1, 2004, a refinancing of its U.S. term loan and revolving credit facilities due inApril 2005, with loans or securities having a term of at least three years. The Company completed the refinancing of the U.S. term loan inMarch 2004 and refinanced the U.S. revolving credit facility in August 2004. In the event of a strike by the USWA, the Company’s financialposition, results of operations and liquidity could be materially adversely affected.

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(Unaudited)

The Company is subject to various legal proceedings, including those described in note 7, Commitments and Contingent Liabilities. In theevent the Company wishes to appeal any future adverse judgment in any proceeding, it would be required to post an appeal bond with therelevant court. If the Company does not have sufficient availability under its U.S. funded credit facility to issue a letter of credit to support anappeal bond, it may be required to pay down borrowings under the facility in order to increase the amount available for issuing letters of creditor deposit cash collateral in order to stay the enforcement of the judgment pending an appeal. A significant deposit of cash collateral may havea material adverse effect on the Company’s liquidity.

A substantial portion of Goodyear’s borrowings is at variable rates of interest and exposes the Company to interest rate risk. If interest ratesrise, the Company’s debt service obligations would increase. An unanticipated significant rise in interest rates could have a material adverseeffect on the Company’s liquidity in future periods.

NOTE 12. INCOME TAXES

For the 2004 first nine months, Goodyear recorded tax expense of $145.1 million ($28.9 million for the third quarter) on income before incometaxes and minority interest in net income of subsidiaries of $177.2 million ($83.7 million for the third quarter). The difference betweenGoodyear’s effective tax rate and the U.S. statutory rate was primarily attributable to the Company continuing to maintain a full valuationallowance against its net Federal and state deferred tax assets. Included in tax expense for the first nine months and third quarter are netfavorable tax adjustments of $50.4 million and $43.6 million, respectively. These favorable tax adjustments relate to the settlement of prioryears’ tax liabilities, which were partially offset by the establishment of valuation allowances against certain Goodyear subsidiaries’ deferredtax assets. For the three and nine months ended 2003, Goodyear recorded tax expense of $1.3 million (as restated) and $46.5 million (asrestated) on a loss before taxes and minority interest in net income of subsidiaries of $109.4 million (as restated) and $293.8 million (asrestated), respectively.

The American Job Creation Act of 2004 (AJCA), which was signed into law in October 2004, replaces an export incentive with a deductionfrom domestic manufacturing income. As Goodyear is both an exporter and a domestic manufacturer and in a U.S. tax loss position, thischange should have no material impact on the Company’s income tax provision.

NOTE 13. SUBSEQUENT EVENTS

On October 29, 2004, the Company completed a settlement with suppliers, which will result in after tax income and cash flow ofapproximately $19 million in the fourth quarter of 2004.

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

(All per share amounts are diluted)

OVERVIEW

The Goodyear Tire & Rubber Company is one of the world’s leading manufacturers of tires and rubber products with one of the mostrecognized brand names in the world. We have a broad global footprint with 95 manufacturing facilities in 28 countries. Our business ismanaged through seven operating segments: North American Tire; European Union Tire; Eastern Europe, Middle East and Africa Tire(“EEMEA” or Eastern Europe Tire) (formerly known as “Eastern Europe, Africa and Middle East Tire”); Latin America Tire; Asia/Pacific Tire(formerly known as “Asia Tire”); Engineered Products; and Chemical Products.

We had net income of $36.5 million in the third quarter of 2004 compared to a net loss of $119.4 million (as restated) for the same period in2003. For the first nine months of 2004 we had a net loss of $12.3 million, compared to a net loss of $372.3 million (as restated) for the firstnine months of 2003. Our consolidated results are significantly dependent on the performance of our North American Tire segment. For thethird quarter of 2004, North American Tire had segment operating income of $13.5 million compared to a segment operating loss of$36.6 million (as restated) for the third quarter of 2003. The improvement was due primarily to sustained improvement in pricing and productmix as sales of Goodyear brand tires remained strong. Additional improvement was a result of savings from rationalization programs andincreased sales in the consumer replacement market and commercial markets. Our second largest segment, European Union Tire, had segmentoperating income of $69.9 million and $49.3 million (as restated) in the third quarter of 2004 and 2003, respectively. The improvement in theEuropean Union Tire segment is also due to improved pricing and product mix.

The segment operating income in each of our other five segments also increased compared to the comparable prior year period. For the thirdquarter of 2004, the Eastern Europe, Middle East and Africa Tire segment reported segment operating income of $59.8 million compared to$43.5 million in the third quarter of 2003. Latin America Tire reported segment operating income of $63.7 million in the third quarter of 2004compared to $43.8 million in the third quarter of 2003. Segment operating income for Asia/Pacific Tire of $18.7 million for the third quarter of2004 increased from $10.3 million reported in the third quarter of 2003. Engineered Products and Chemical Products reported third quarter2004 operating income of $34.1 million and $45.4 million, respectively, as compared to 2003 third quarter operating income of $13.7 million(as restated) and $27.4 million, respectively.

High raw material costs, particularly for natural rubber, continue to negatively impact our results. Increases in raw material costs increasedour Cost of Goods Sold by approximately $75 million and $146 million in the third quarter and first nine months of 2004, respectively. Weexpect that raw material costs will increase between 5% and 7% in 2004 compared to 2003. Interest expense remains high primarily due to ourincreased level of average debt. Interest expense increased from $78.9 million in the third quarter of 2003 to $95.0 million in the third quarterof 2004.

A significant indicator of our operating performance is share of sales, especially in our two largest regions, North America and WesternEurope. In North America, our share of sales in the replacement segment increased in the third quarter of 2004 as compared to the first half of2004 as sales of Goodyear brand tires remained strong while the share of sales of Dunlop brand tires declined. While our private label businessdeclined in the first half of 2004, this business stabilized during the third quarter. Our share of sales in the North American original equipmentsegment fell slightly during the third quarter of 2004 compared to the first half due to our selective fitment strategy in the consumer originalequipment business. In Western Europe, our estimated share of sales decreased in all segments in the third quarter compared to the first half,except in the commercial OE segment, which increased slightly.

On July 2, 2004, we completed a private offering of $350 million of 4% convertible senior notes due 2034. The proceeds of the notes wereused for general corporate purposes. On August 18, 2004, we refinanced our $680 million senior secured U.S. revolving credit facility, whichwould have matured on April 30, 2005, with a $680 million senior secured deposit-funded credit facility. The new facility matures inSeptember of 2007 and is secured by the same collateral as, and contains covenants similar to, those in the facility it replaces. The new facilityis structured

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as a synthetic revolving credit and letter of credit facility, pursuant to which the lenders deposited the entire $680 million of the facility in anaccount held by the administrative agent, and those funds are used to support letters of credit or borrowings on a revolving basis, in each casesubject to customary conditions. We anticipate undertaking additional refinancing activities in order to address $1.22 billion and $1.90 billionof long-term debt maturing in 2005 and 2006, respectively, required contributions to our domestic pension plans (minimum contributions ofapproximately $160 million and $425 million to $450 million are expected to be required in 2004 and 2005, respectively of whichapproximately $74 million was contributed as of September 30, 2004, and additional minimum contributions will be required in years beyond2005), enhance our financial flexibility and ensure adequate liquidity. As part of our refinancing efforts, we may also seek to access the capitalmarkets, although our current credit ratings may restrict our ability to do so. Failure to obtain new financing could have a material adverseeffect on our liquidity. In addition, we continue to review potential asset sales.

On October 19, 2004, an amended settlement agreement to resolve a substantial portion of our product liability claims relating to Entran II,a rubber hose product we previously manufactured, received court approval. As a result, we will make annual cash contributions to a settlementfund of $60 million, $40 million, $15 million, $15 million and $20 million in 2004, 2005, 2006, 2007 and 2008, respectively. In addition tothese annual payments, Goodyear was required to contribute to the settlement fund by October 19, 2004, the amount of insurance recoveredfrom its carriers relating to Entran II but, in any event, no less than $150 million. As of October 19, 2004, $150 million had been deposited bythe Company in the settlement fund comprised of $75 million of insurance recoveries previously obtained by the Company and $75 million ofcash contributions made by the Company. The Company expects to receive an additional $100 million of insurance reimbursements during the4th quarter. Of this amount, $75 million will reimburse the Company for its October 19, 2004 cash contribution to the settlement fund and thebalance (net of unreimbursed legal costs incurred to obtain the insurance recoveries) will be deposited into the settlement fund.

On November 5, 2004, we announced that we would restate our financial statements for the years ended December 31, 2003, 2002 and 2001and our interim unaudited financial statements for the first and second quarters of 2004. The restatement also affects periods prior to 2001. Inthe restatement we will include a note to the financial statements containing summary financial information related to certain of the Company’sinvestments in affiliates, and adjustments to our prior period financial statements to record net after-tax expense adjustments of approximately$7.6 million, of which $5.2 million relates to 2003 and $2.4 million relates to prior years. Additionally, we will amend our first and secondquarter 2004 Form 10-Qs to reflect after-tax income adjustments of approximately $3.0 million for the six months ended June 30, 2004. Mostof these adjustments were identified through the implementation of our previously announced measures to improve account reconciliationprocedures. In addition, we will correct a misclassification of deferred income tax assets and liabilities in the Company’s Consolidated BalanceSheet beginning December 31, 2003. For further information, refer to note 1A, Restatement.

We remain subject to a Securities and Exchange Commission (“SEC”) investigation into the facts and circumstances surrounding therestatement of our historical financial statements. We are cooperating fully with the SEC and have provided requested information asexpeditiously as possible. Because the SEC investigation is currently ongoing, the outcome cannot be predicted at this time. In May 2004,following the conclusion of certain internal investigations initiated by the Company’s Audit Committee, our external auditors advised us thatthe circumstances they previously identified to the Company as collectively resulting in a material weakness in October 2003 had eachindividually become a material weakness. Our external auditors further identified an additional material weakness resulting from intentionaloverrides of internal controls by middle managerial personnel, particularly related to the European Union Tire segment and workers’compensation liability in the United States, which the Company’s internal investigation had identified and brought to the auditor’s attention.We are currently implementing a remediation plan to address these matters.

RESULTS OF OPERATIONS

CONSOLIDATED

Net sales in the third quarter of 2004 were $4.71 billion, increasing 20.7% from $3.91 billion (as restated) in the 2003 third quarter. Net incomeof $36.5 million or $0.21 per diluted share was recorded in the 2004 third quarter compared to a net loss of $119.4 million (as restated) or$0.68 per diluted share (as restated) in the 2003 period. The

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2004 third quarter included an after-tax rationalization charge of $30.4 million or $0.17 per share compared to an after-tax rationalizationcharge of $44.8 million or $0.26 per share in 2003.

In the first nine months of 2004, sales of $13.53 billion increased 20.8% from $11.21 billion (as restated) in the 2003 period. A net loss of$12.3 million or $0.07 per share was recorded in the first nine months of 2004 compared to a net loss of $372.3 million (as restated) or $2.12per share (as restated) in the first nine months of 2003. The first nine months of 2004 included an after-tax rationalization charge of$59.5 million or $0.34 per share compared to an after-tax rationalization charge of $114.0 million or $0.65 per share in 2003.

Revenues in the third quarter of 2004 increased approximately $807 million from the 2003 period due partially to the consolidation of twovariable interest entities in January 2004 in accordance with the Financial Accounting Standards Board’s (“FASB”) Interpretation No. 46,“Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51,” as amended by FASB Interpretation No. 46 (revisedDecember 2003) (collectively, “FIN 46”). Consolidation of these variable interest entities benefited 2004 sales by approximately $315 millionin the third quarter. Revenue increases of approximately $214 million, attributable to pricing and product mix improvements, primarily inNorth American Tire, Latin American Tire, and European Union Tire and revenue increases of approximately $121 million, attributable tohigher unit volume primarily in Engineered Products, Eastern Europe and Latin American Tire had a favorable impact on third quarter 2004revenues. 2004 revenue also benefited from the positive impact of currency translation of approximately $105 million in the third quarter,mainly in Europe.

Worldwide tire unit sales in the third quarter of 2004 were 57.4 million units, an increase of 2.1 million units or 3.8% compared to the 2003period. Tire units increased by approximately 1.6 million units due to the consolidation of a variable interest entity in accordance with FIN 46.North American Tire (U.S. and Canada) volume increased 0.1 million units in the quarter, while international unit sales increased 2.0 millionunits or 7.3%. Worldwide replacement unit sales increased 1.4 million units or 3.4% from the 2003 quarter, due to increases in all regionsexcept European Union Tire. Original equipment (OE) unit sales increased 0.7 million units or 4.7% in the quarter, due to increases inEuropean Union Tire, Latin American Tire and Eastern Europe Tire.

Revenues in the first nine months of 2004 increased approximately $2.33 billion from the 2003 period partially as a result of theconsolidation of two variable interest entities in accordance with FIN 46 of approximately $896 million. Improved pricing and product miximprovements, primarily in North American Tire, Latin American Tire,Eastern Europe Tire and European Union Tire of approximately$552 million and higher unit volume of approximately $447 million, driven by European Union Tire and Latin American Tire, as well ashigher volume in Engineered Products, had a favorable impact on revenues in the first nine months of 2004. Additionally, the impact ofcurrency translation of approximately $391 million, mainly in Europe, benefited 2004 sales.

Worldwide tire unit sales in the first nine months of 2004 were 168.1 million units, an increase of 7.4 million units or 4.6% compared to the2003 period. Tire units increased by approximately 4.7 million units due to the consolidation of variable interest entities in accordance withFIN 46. North American Tire volume increased 0.4 million units or 0.4%, while international unit sales increased 7.0 million units or 8.4%.Worldwide replacement unit sales increased 7.1 million units or 6.3% from the 2003 nine months, due to increases in all segments. OE unitsales increased 0.3 million units or 0.7% during the first nine months of 2004 due to increases primarily in Latin American Tire and EuropeanUnion Tire.

Cost of goods sold (CGS) increased approximately $571 million, or 17.9%, but decreased to 79.9% of net sales, in the third quarter of 2004,compared to 81.8% in the 2003 period. CGS in the third quarter of 2004 increased by approximately $259 million due to the consolidation oftwo variable interest entities in accordance with FIN 46. 2004 CGS was increased by approximately $81 million due to higher volume, largelyin North American Tire, Engineered Products, and Eastern Europe Tire, and was negatively impacted by currency translation of approximately$79 million, primarily in Europe. Increased manufacturing costs related to changes in product mix of approximately $49 million, in part relatedto North American Tire and Engineered Products, and increased raw material costs of approximately $75 million and higher conversion costsof approximately $15 million related primarily to North American Tire were partially offset by savings from rationalization programs ofapproximately $38 million.

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CGS increased approximately $1.63 billion , or 17.7%, but decreased to 80.0% of net sales in the first nine months of 2004, compared to82.1% in the 2003 period. CGS in the first nine months of 2004 increased by approximately $732 million due to the consolidation of twovariable interest entities in accordance with FIN 46. Additionally, increased unit volume of approximately $312 million, currency translation ofapproximately $298 million and increases in product mix of approximately $190 million increased the 2004 CGS. Higher raw material costs ofapproximately $146 million and conversion costs of approximately $10 million were partially offset by savings from rationalization programsof approximately $95 million which favorably impacted 2004 CGS. In 2003, CGS was adversely impacted by adjustments that were related tothe Engineered Products Segment and recorded in conjunction with the restatement. It was not possible to allocate the amount of theseadjustments to applicable periods and accordingly, Goodyear recorded substantially all of this adjustment in the first quarter of 2003. This 2003account reconciliation adjustment includes the write-off of $21.3 million consisting of $3.7 million in intercompany accounts and $17.6 millionrelated to payables and other accounts.

Selling, administrative and general expense (SAG) in the third quarter of 2004 increased approximately $114 million, or 19.5%, comparedto the 2003 period but decreased to 14.9% of net sales in 2004 compared to 15.0% in the 2003 period. SAG in the third quarter of 2004increased by approximately $51 million due to the consolidation of two variable interest entities in accordance with FIN 46. 2004 SAG wasalso unfavorably impacted by increased corporate consulting fees of approximately $23 million, of which approximately $7 million related tocompliance with Sarbanes Oxley and approximately $2 million related to professional fees associated with the SEC investigation. In addition,currency translation of approximately $20 million, largely in Europe, increased advertising expense of approximately $12 million, in part dueto the launch of the Assurance tire and higher wages and benefit costs of approximately $9 million negatively impacted 2004 SAG. The overallincreases were partially offset by savings from rationalization actions of approximately $9 million.

SAG in the first nine months of 2004 increased approximately $324 million, or 18.5%, compared to the 2003 period but decreased from15.6% of net sales in 2003 to 15.3% in 2004. SAG increased in the first nine months of 2004 compared to the 2003 period primarily as a resultof the consolidation of two variable interest entities totaling approximately $153 million. Currency translation of approximately $69 million,increased corporate consulting fees of approximately $59 million, of which approximately $26 million related to professional fees associatedwith the restatement and SEC investigation and approximately $14 million related to Sarbanes-Oxley compliance, and higher advertisingexpenses of approximately $39 million also led to higher SAG expense. SAG in the 2004 period benefited from approximately $25 million insavings from rationalization programs.

Interest expense increased 20.4% from $78.9 million in the third quarter of 2003 to $95.0 million in the third quarter of 2004 primarily as aresult of higher average debt outstanding and higher average interest rates. For the first nine months of 2004, interest expense increased 21.2%to $266.2 million compared to the 2003 period, reflecting a higher average debt balance and higher interest rates as well as the April 1, 2003restructuring and refinancing of our credit facilities.

Other (Income) and Expense was $30.8 million net expense in the 2004 third quarter compared to $90.2 million (as restated) net expense inthe 2003 period. Other (Income) and Expense included fees related to financing and financial instruments of $29.2 million and $18.8 million inthe third quarters of 2004 and 2003, respectively. Other (Income) and Expense for the third quarter of 2004 included a loss of $0.9 million($0.9 million after tax or $0.00 per share) on the sale of assets in the North American Tire and European Union Tire segments. The 2003 thirdquarter included a loss of $6.3 million ($6.3 million after tax or $0.04 per share) on the sale of assets in the Engineered Products Segment and again of $0.4 million (as restated) ($0.4 million after tax or $0.00 per share on the sale of assets in the European Union Tire Segment. For thethird quarter of 2004 and 2003, expense of $105.5 million and $78.2 million, respectively, and probable insurance recoveries of $100 millionand $20 million, respectively, related to Entran II were recorded.

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For the first nine months of 2004, Other (Income) and Expense was $113.0 million net expense compared to $164.6 million (as restated) netexpense in the 2003 period. Other (Income) and Expense included fees related to financing and financial instruments of $90.9 million and$71.9 million in the first nine months of 2004 and 2003, respectively. Other (Income) and Expense in 2004 also included a gain of $9.5 million($7.1 million after tax or $0.04 per share) on the sale of assets in the North American Tire, European Union Tire and Engineered Productssegments and a loss of $5.5 million ($5.0 million after tax or $0.03 per share) on the sale of corporate assets and assets in North American Tireand European Union Tire segments. Other (Income) and Expense in the first nine months of 2003 included a loss of $23.9 million($15.2 million after tax or $0.09 per share) on the sale of 20,833,000 shares of Sumitomo Rubber Industries, Ltd. (“SRI”) and the sale of assetsin Engineered Products and a gain of $3.6 million (as restated) ($2.9 million after tax or $0.02 per share) resulting from the sale of land in theAsia/Pacific Tire Segment and the sale of assets in the European Union Tire Segment. Financing fees and financial instruments included$17.9 million, of deferred costs written off, in the nine months ended September 2004, in connection with the Company’s refinancing activitiesduring 2004. Of the $27.5 million of expense recorded in the first nine months of 2004 ($72.5 million in 2003) related to general productliability-discontinued products, $15.4 million ($113 million of expense in 2003) relates to Entran II claims and $12.1 million ($41 million ofincome in 2003) relates to asbestos claims, net of probable insurance recoveries.

Miscellaneous expense in the first nine months of 2004 includes $11.7 million ($11.6 million after tax or $0.07 per share) of expense forinsurance fire loss deductibles related to fires at Company facilities in Germany, France and Thailand. During the nine months, approximately$23 million in insurance recoveries were received to cover expenses related to these fire losses in Germany. At September 30, 2004, Goodyearrecorded an insurance receivable of approximately $27 million to recover additional expenses incurred associated with fire losses in Germany.Subsequent to September 30, 2004, Goodyear received approximately $4 million. At September 30, 2004 Goodyear did not record anyinsurance recoveries associated with fixed assets destroyed. Additional insurance recoveries in future periods will be accounted for pursuant toFASB Statement No. 5, “Accounting for Contingencies.”

Foreign currency exchange loss was $10.5 million and $10.8 million in the third quarter of 2004 and 2003, respectively. For the first ninemonths of 2004, foreign currency exchange loss was $14.2 million compared to a loss of $29.8 million in the 2003 period reflecting theweakening of the Brazilian Real in 2003 versus the U.S. dollar.

For the 2004 first nine months, Goodyear recorded tax expense of $145.1 million ($28.9 million for the third quarter) on income beforeincome taxes and minority interest in net income of subsidiaries of $177.2 million ($83.7 million for the third quarter). The difference betweenGoodyear’s effective tax rate and the U.S. statutory rate was primarily attributable to the Company continuing to maintain a full valuationallowance against its net Federal and state deferred tax assets. Included in tax expense for the first nine months and third quarter are netfavorable tax adjustments of $50.4 million and $43.6 million, respectively. These favorable tax adjustments relate primarily to the settlement ofprior years’ tax liabilities, which were partially offset by the establishment of valuation allowances against certain Goodyear subsidiaries’deferred tax assets. For the three and nine months ended 2003, Goodyear recorded tax expense of $1.3 million (as restated) and $46.5 million(as restated) on a loss before taxes and minority interest in net income of subsidiaries of $109.4 million (as restated) and $293.8 million (asrestated), respectively.

The Company completed its valuation in accordance with Statement of Financial Accounting Standards 142 “Goodwill and Other IntangibleAssets” during the third quarter of 2004. The valuation indicated there was no impairment of goodwill or intangible assets.

In September 2004, the Emerging Issues Task Force (EITF) reached a final consensus EITF Issue No. 04-08 “Accounting Issues Related toCertain Features of Contingently Convertible Debt and the Effect on Diluted Earnings per share.” Under the EITF, contingently convertibleshares attached to a debt instrument, such as the $350 million of 4% convertible senior notes issued by the Company on July 2, 2004, are to beincluded in the calculation of diluted earnings per share regardless of whether the contingency has been met. The provisions of EITF No. 04-08, are effective for reporting periods ending after December 15, 2004, including the retroactive restatement of previously reported earningsper share amounts. The adoption of this standard is expected result in a decrease in diluted earnings per share of $.02 for the third quarter of2004.

On October 29, 2004, the Company completed a settlement with suppliers, which will result in after tax income and cash flow ofapproximately $19 million in the fourth quarter of 2004.

Rationalization Activity

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

During the third quarter of 2004, net charges of $28.8 million ($30.4 million after tax or $0.17 per share) were recorded, which includedreversals of $15.4 million ($12.6 million after tax or $0.07 per share) for reserves from rationalization actions no longer needed for theiroriginally intended purposes, and new charges of $44.2 million ($42.9 million after tax or $0.24 per share). Included in the $44.2 million ofnew charges are $2.5 million

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of expenses, consisting of $0.4 million of associate-related costs and $2.0 million of other than associate-related costs incurred in the thirdquarter of 2004 related to plans initiated in 2003, and $0.1 million of associate-related costs for a plan initiated in 2000. The $41.7 million ofnew charges for plans initiated in 2004 consisted of $31.1 million in non-cash pension curtailments and postretirement benefit costs,$7.9 million related to future cash outflows, primarily for associate severance costs, and $2.7 million of other exit costs.

For the first nine months of 2004, net charges of $62.6 million ($59.4 million after-tax or $0.34 per share) were recorded, which includedreversals of $15.8 million ($12.8 million after-tax or $0.07 per share) for reserves from rationalization actions no longer needed for theiroriginally intended purpose, and new charges of $78.4 million ($72.3 million after-tax or $0.41 per share). Included in the $78.4 million of newcharges are $12.2 million of expenses, consisting of $2.4 million of associate-related costs and $8.7 million of other than associate-related costsincurred during the first nine months of 2004 related to plans initiated in 2003 and $1.1 million of associated-related costs for a plan initiated in2000. The $66.2 million of new charges for plans initiated in 2004 consisted of $29.3 million related to future cash outflows, primarily forassociate severance costs, $32 million in non-cash charges for, pension curtailments and postretirement benefit costs, and $4.9 million in otherexit costs.

In the third quarter of 2004, $37.9 million was incurred primarily for non-cash pension curtailments, postretirement benefit costs, andseverance payments, while $6.5 million was incurred for non-cancelable lease costs and other costs. During the first nine months of 2004,$105.2 million was incurred primarily for non-cash pension curtailments, postretirement benefit costs, and severance payments, and$18.2 million was incurred for non-cancelable lease costs and other costs. The majority of the remaining $82.6 million accrual balance atSeptember 30, 2004 for all programs is expected to be utilized within the next twelve months.

Accelerated depreciation charges were recorded for fixed assets that will be taken out of service in connection with certain rationalizationplans initiated in 2003 and 2004 in the European Union Tire, Latin America Tire, and Engineered Products segments. During the third quarterof 2004, $1.1 million was recorded as Costs of Goods Sold and $1.1 million was recorded as Selling, Administrative and General Expense foraccelerated depreciation charges. For the first nine months of 2004, $5.6 million was recorded as Cost of Goods Sold and $1.5 million wasrecorded as Selling, Administrative and General Expense for accelerated depreciation charges.

During the full year 2003, net charges of $291.5 million ($267.1 million after-tax or $1.52 per share) were recorded, which includedreversals of approximately $16 million (approximately $14 million after-tax or $0.08 per share) related to all plans for reserves fromrationalization actions no longer needed for their originally intended purposes and new charges of $307.2 million ($281.4 million after-tax or$1.60 per share). The 2003 rationalization actions consisted of manufacturing, research and development, administrative and retailconsolidations in North America, Europe and Latin America. Of the $307.2 million of new charges, $174.8 million related to future cashoutflows, primarily associate severance costs, and $132.4 million related primarily to non-cash special termination benefits and pension andretiree benefit curtailments. Approximately 4,400 associates will be released under the programs initiated in 2003, of which approximately2,700 were exited in 2003 and approximately 900 were exited during the first nine months of 2004. The reversals are primarily the result oflower than initially estimated associate-related payments of approximately $12 million, favorable sublease contract signings in the EuropeanUnion of approximately $3 million and lower contract termination costs in the United States of approximately $1 million. These reversals donot represent a change in the plan as originally approved by management. Of the $307.2 million of new charges recorded in 2003, $56.3million, and $134.2 million, was recorded during the third quarter and the first nine months of 2003, respectively.

Upon completion of the 2004 plans, the Company estimates that it will reduce annual operating costs by approximately $85 million(approximately $40 million SAG and approximately $45 million CGS), of which $3.6 million and $5.0 million was realized during the thirdquarter and first nine months of 2004, respectively. Goodyear estimates that SAG and CGS were reduced in the third quarter and first ninemonths of 2004 by approximately $55 million and approximately $133 million, respectively, as a result of the implementation of the 2003plans. Plan savings have been substantially offset by higher SAG and conversion costs including increased compensation and benefit costs.

For further information, refer to the note to the financial statements No. 2, Costs Associated with Rationalization Programs.

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SEGMENT INFORMATION

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

Results of operations in the Tire and Engineered Products segments were measured based on net sales to unaffiliated customers and segmentoperating 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 asfollows: Net Sales less CGS (excluding certain accelerated depreciation charges, asset impairment charges and asset write-offs) and SAG(excluding certain corporate expenses). Segment operating income also included equity (earnings) losses in affiliates managed by therespective operating segments. Segment operating income did not include the previously discussed rationalization charges and certain otheritems.

Total segment operating income was $305.1 million in the third quarter of 2004, increasing 101.5% from $151.4 million in the comparable2003 quarter. Total segment operating margin (total segment operating income divided by segment sales) in the third quarter of 2004 was6.2%, compared to 3.7% in the 2003 period.

In the first nine months of 2004, total segment operating income was $811.0 million, increasing 138.4% from $340.2 million in the 2003period. Total segment operating margin in the first nine months of 2004 was 5.7%, compared to 2.9% in the 2003 period.

Management believes that total segment operating income is useful because it represents the aggregate value of income earned by theCompany’s SBUs and excludes items not directly related to the SBUs for performance evaluation purposes. Total segment operating income isthe sum of the individual SBUs’ segment operating income as measured in accordance with Statement of Financial Accounting StandardsNo. 131, “Disclosures about Segments of an Enterprise and Related Information.” Refer to note 10, Business Segments, for a reconciliation oftotal segment operating income to income(loss) before income taxes.

North American Tire

North American Tire segment unit sales in the 2004 third quarter increased 0.1 million units from the 2003 period. Replacement unitvolume increased 0.2 million units or 0.9% while OE volume decreased 0.1 million units or 2.2%. Unit sales in the nine months increased0.4 million units or 0.4% from the 2003 period. Replacement unit volume increased 1.0 million units or 1.9%, while OE volume decreased0.6 million units or 2.6%. For both periods, replacement unit volume increased due primarily to the improved performance of the Goodyearbrand, while OE volume was lower due to a decrease in the vehicle build rate.

Revenues increased approximately $278 million, or 15.5%, in the third quarter of 2004 from the 2003 period due primarily to theconsolidation of T&WA in January 2004 in accordance with FIN 46. Consolidation of T&WA benefited 2004 sales by approximately$147 million. Favorable pricing and product mix of approximately $89 million, primarily in the consumer and commercial replacement and OEmarkets, positively impacted sales

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Restated Percent Restated Percent

(In millions)2004 2003 Change Change 2004 2003 Change Change

Tire Units 26.7 26.6 0.1 —% 77.1 76.7 0.4 0.4%Sales $2,070.5 $1,792.2 $278.3 15.5 $5,837.2 $5,076.4 $760.8 15.0Segment Operating Income (Loss) 13.5 (36.6) 50.1 136.9 16.2 (116.2) 132.4 113.9Segment Operating Margin 0.7% (2.0)% 0.3% (2.3)%

compared to 2003. Increased volumes of approximately $40 million, due largely to improved sales in the retail, retread, consumer andcommercial replacement markets also favorably impacted sales in the 2004 third quarter.

For the first nine months of 2004, revenues increased approximately $761 million, or 15.0%, from the 2003 period. Approximately$373 million of the increase was due to the consolidation of T&WA. Sales were also impacted by favorable pricing and product mix ofapproximately $241 million, primarily due to strong consumer replacement sales, and increased volume of approximately $145 million, mainlyin the commercial OE and consumer replacement, retail and retread markets.

North American Tire segment operating income in the third quarter of 2004 increased approximately $50 million or 136.9% compared tothe 2003 quarter. Improved pricing and product mix of approximately $65 million, primarily in the consumer and commercial markets, highervolume of approximately $11 million, primarily due to strong sales in the retail, retread, consumer replacement and commercial OE marketsand savings from rationalization programs of approximately $27 million favorably impacted third quarter 2004 operating income. Unfavorableimpacts affecting third quarter operating income included increased raw material costs of approximately $23 million, higher conversion costsof approximately $8 million and increased advertising costs of approximately $7 million, due primarily to the Assurance line product launch.Additionally, the segment incurred increased general and product liability expense of approximately $5 million and increased wages andbenefits costs of $4 million.

North American Tire segment operating income in the first nine months of 2004 increased approximately $132 million, or 113.9%, from the2003 period. Favorable impacts included improvements in pricing and product mix of approximately $139 million, primarily in the consumerreplacement and commercial replacement markets, increased volume of approximately $38 million due to strong sales in the commercial OE,consumer replacement, retail and retread markets and savings from rationalization programs of approximately $62 million. Unfavorableimpacts affecting nine months operating income included increased raw material costs of approximately $57 million and higher conversioncosts of approximately $28 million, and increased advertising cost of $23 million. The consolidation of T&WA in 2004 also positivelyimpacted the 2004 period by approximately $1 million.

Segment operating income did not include in the first nine months rationalization charges totaling $4.5 million in 2004 and $59.2 million in2003. Third quarter rationalization charges were $(1.2) million and $10.7 million in 2004 and 2003, respectively. Segment operating income inthe third quarter and first nine months of 2004 did not include a loss on asset sales of $2.7 million and $1.2 million, respectively.

The Company is implementing a turnaround strategy for the North American Tire segment as described in “Turnaround Strategy” underLiquidity and Capital Resources. Revenues and segment operating income in the North American Tire segment may be adversely affected infuture periods by the effects of continued competitive pricing conditions, reduced demand in the replacement and OE markets, changes inproduct mix, continued increases in raw material and energy prices, higher wage and benefit costs and general economic conditions.

European Union Tire

European Union Tire segment unit sales in the 2004 third quarter decreased 0.2 million units or 1.1% from the 2003 period. Replacement salesdecreased 0.5 million units or 3.8%, while OE volume increased 0.3 million units or 6.6%. Unit sales in the first nine months of 2004 increased0.8 million units or 1.6% from the 2003 period. Replacement volume increased 0.6 million units or 1.8% due to a strong sell-in of winter tireswhile OE volume increased 0.2 million units or 1.2% due to a strong market.

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Tire Units 15.8 16.0 (0.2) (1.1)% 47.5 46.7 0.8 1.6%Sales $1,084.7 $985.6 $99.1 10.1 $3,255.8 $2,875.9 $379.9 13.2Segment Operating Income 69.9 49.3 20.6 41.8 195.1 112.5 82.6 73.4Segment Operating Margin 6.4% 5.0% 6.0% 3.9%

Revenues in 2004 increased approximately $99 million, or 10.1%, in the third quarter from the 2003 period due to positive currency translationof approximately $82 million, driven mainly by the strong Euro, and improved overall pricing and product mix of approximately $27 million.The 2004 period was unfavorably impacted by lower volume of approximately $11 million, largely due to lower replacement market sales.

Revenues in the first nine months of 2004 increased approximately $380 million, or 13.2%, compared to 2003 due mainly to positive effectsof currency translation, primarily the Euro, of approximately $277 million. Additionally, higher volume of approximately $53 million, largelyin the replacement market, and improved pricing and product mix of approximately $50 million, due mostly to improved replacement sales,increased revenues in 2004.

For the third quarter of 2004, segment operating income increased approximately $21 million, or 41.8%, compared to 2003 due to improvedpricing and product mix of approximately $22 million and the favorable impact of currency translation of approximately $3 million. Thenegative effects of approximately $3 million of lower volume, rising raw material costs of approximately $8 million and higher conversioncosts of approximately $5 million were partially offset by savings from rationalization actions of approximately $13 million.

For the first nine months of 2004, segment operating income increased approximately $83 million, or 73.4%, compared to 2003 due toimproved pricing and product mix of approximately $47 million, the benefit from higher production volume and productivity improvements ofapproximately $17 million, and savings from rationalization actions of approximately $33 million. Stronger volume of approximately$12 million, primarily in the replacement market, and the positive effect of currency translation of approximately $10 million also favorablyimpacted 2004 segment operating income. Higher SAG costs of approximately $19 million, related to higher selling expenses to supportincreased volumes and the sale of premium brand tires, and increased raw material costs of approximately $18 million negatively affectedsegment operating income in the first nine months of 2004 compared to 2003.

Segment operating income in the first nine months of 2004 did not include net rationalization charges totaling $25.8 million and a gain onasset sales of $4.1 million, including $0.9 million rationalization charges and a $1.8 million gain on asset sales in the third quarter. Segmentoperating income in the first nine months of 2003 did not include net rationalization charges totaling $44.4 million and a gain on asset sales of$1.5 million (as restated) including $27.3 million of net rationalization charges and a gain on sale of assets of $0.4 million (as restated) in thethird quarter.

Revenues and segment operating income in the European Union Tire segment may be adversely affected in future periods by the effects ofcontinued competitive pricing conditions, changes in mix, continued increases in raw material and energy prices, currency translation andgeneral economic conditions.

Eastern Europe, Middle East and Africa Tire

Eastern Europe, Middle East and Africa Tire (Eastern Europe Tire) segment unit sales in the 2004 third quarter increased 0.4 million units or8.4% from the 2003 period. Replacement sales increased 0.2 million units or 6.0% and OE volume increased 0.2 million units or 22.9%. Unitsales in the first nine months of 2004 increased 0.9 million units or 6.7% from the 2003 period. Replacement volume increased 0.6 millionunits or 5.7% due to a strong sell-in of winter tires and market growth and OE volume increased 0.3 million units or 11.7% due to strongindustry growth.

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Percent Percent


Tire Units 5.2 4.8 0.4 8.4% 14.4 13.5 0.9 6.7%Sales $344.6 $283.2 $61.4 21.7 $928.4 $779.2 $149.2 19.1Segment Operating Income 59.8 43.5 16.3 37.5 148.2 98.8 49.4 50.0Segment Operating Margin 17.4% 15.4% 16.0% 12.7%

Revenues increased approximately $61 million, or 21.7%, in the 2004 third quarter compared to 2003 primarily due to improved pricing andproduct mix, largely due to increased sales of high performance tires, winter tires and truck tires and the positive impact of price increases, ofapproximately $25 million, the favorable impact of currency translation, primarily in South Africa, of approximately $22 million and highervolume in the replacement and OE markets of approximately $20 million. Unfavorable results in retail operations reduced revenues byapproximately $5 million, due to the net effect of volume, price and product mix and currency translation.

For the first nine months of 2004, revenues increased approximately $149 million, or 19.1%, compared to 2003 due to improved pricing andproduct mix of approximately $75 million, overall volume increase of approximately $37 million, mainly due to increased sales of highperformance tires, winter tires and truck tires and the impact of price increases, and the positive impact of currency translation, primarily inSouth Africa, of approximately $70 million. Negative results in the retail business, as a result of the net impact of volume, price and productmix and currency translation, of approximately $32 million unfavorably affected 2004 revenues.

Segment operating income in the 2004 third quarter increased approximately $16 million, or 37.5%, from the 2003 quarter. Segmentoperating income for the 2004 period was favorably impacted by improved pricing and product mix of approximately $18 million, related tostrong sales of high performance and truck tires, and approximately $5 million related to higher volume, primarily due to increased sales in allcountries except Poland and Morocco. Currency translation of approximately $4 million also had a positive impact on operating income.Higher SAG costs of approximately $2 million, conversion costs of approximately $2 million, and increases in raw material prices ofapproximately $6 million negatively impacted the 2004 period.

Segment operating income in the first nine months of 2004 increased approximately $49 million, or 50.0%, from the 2003 period. Segmentoperating income for the 2004 period was favorably impacted by approximately $46 million due to price increases and the sale of highperformance and truck tires, by approximately $15 million related to higher volume, largely in Turkey, Russia, South Africa and CentralEastern Europe and by approximately $8 million due to the favorable impact of currency translation. Increased raw material prices of$6 million and SAG costs of approximately $12 million, due primarily to increased advertising costs related to new product launchesnegatively impacted 2004 earnings.

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

Latin American Tire

Latin American Tire segment unit sales in the 2004 third quarter increased 0.2 million units or 5.1% from the 2003 period. Replacement saleswere relatively flat, while OE volume increased 0.2 million units or 19.9%. Unit sales in the first nine months of 2004 increased 0.7 millionunits or 5.8% from the 2003 period. Replacement volume increased 0.7 million units or 7.4% due to improved commercial and consumerdemand, while OE volume was relatively flat.

Revenues in the 2004 third quarter increased approximately $54 million, or 20.5%, from the 2003 period. Net sales increased in 2004 due toprice increases and improved product mix, primarily in the replacement market, of approximately $36 million. Higher volume, largely in theOE markets, of approximately $16 million and approximately $2 million of non-tire business partially offset the unfavorable impact ofcurrency translation, mainly in Venezuela, of approximately $5 million compared to the 2003 third quarter.

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Percent Percent



For the first nine months of 2004, revenues increased approximately $158 million, or 21.0%, compared to 2003 primarily due to both priceincreases and improved product mix in the replacement market of approximately $98 million. Additionally, increased volume of approximately$49 million and the positive effects of currency translation in Brazil and Chile of approximately $4 million benefited 2004 revenues.

Segment operating income in the 2004 third quarter increased approximately $20 million, or 45.4%, from the 2003 period. Segmentoperating income was favorably impacted by approximately $30 million related to improvements in pricing levels and product mix. The benefitfrom higher volume of approximately $2 million, largely in the OE market, and the savings from rationalization actions of approximately$1 million partially offset negative effects of rising raw material costs of approximately $9 million and productivity declines of approximately$3 million.

Segment operating income in the first nine months of 2004 increased approximately $83 million, or 79.2%, from the 2003 period dueprimarily to approximately $87 million related to price increases and improved product mix in the replacement markets. Volume increases ofapproximately $11 million, savings from rationalization programs of approximately $5 million and lower conversion costs of approximately$1 million also favorably impacted 2004 segment operating income. Partially offsetting these positive effects were rising raw material costs ofapproximately $19 million and higher SAG costs of approximately $7 million, related in part to higher advertising costs.

Segment operating income did not include in the first nine months rationalization charges totaling $2.4 million in 2004 and $5.5 million in2003. Third quarter rationalization charges were $0.6 million in 2004.

Revenues and segment operating income in the Latin American Tire segment may be adversely affected in future periods by the effects ofcontinued competitive pricing conditions, changes in mix, continued increases in raw material and energy prices, continued volatile economicand government conditions, future adverse economic conditions in the region and currency translation.

Asia/Pacific Tire

Asia/Pacific Tire segment unit sales in the 2004 third quarter increased 1.6 million or 49.6% from the 2003 period. Replacement unit salesincreased 1.4 million or 64.2% and OE volume increased 0.2 million units or 19.7%. Tire units increased by approximately 1.6 million unitsdue to the consolidation of South Pacific Tyres (SPT) in accordance with FIN 46. Unit sales in the first nine months of 2004 increased4.6 million units or 46.0% from the 2003 period. Replacement sales increased 4.1 million units or 61.0%, while OE volume increased0.5 million units or 15.7%. During 2004, tire units increased by approximately 4.7 million units due to the consolidation of SPT.

Revenues in the 2004 third quarter increased approximately $179 million, or 128.0%, compared to the 2003 period due primarily to theconsolidation of SPT which benefited 2004 sales by approximately $168 million. Also benefiting 2004 sales was improved pricing and productmix of approximately $11 million.

For the first nine months of 2004, revenues increased approximately $539 million, or 125.4%, compared to the 2003 period primarily due tothe consolidation of SPT which benefited 2004 sales by approximately $523 million. Additionally, price increases and improved product mixincreased revenues by approximately $19 million.

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Percent Percent



Segment operating income in the third quarter increased approximately $8 million, or 81.6%, compared to the 2003 period due to improvedpricing and product mix of approximately $10 million and lower conversion costs of approximately $2 million offsetting higher raw materialcosts of approximately $9 million. The consolidation of SPT increased 2004 segment operating income by approximately $5 million; however,reduced segment operating margin to 5.9% in 2004 from 7.4% in 2003.

For the first nine months of 2004, segment operating income increased approximately $10 million, or 26.2%, compared to the 2003 perioddue to price increases and improved product mix of approximately $21 million and lower conversion costs of approximately $4 million.Increases in raw material costs of approximately $15 million, higher SAG expenses of approximately $4 million and volume declines ofapproximately $2 million negatively impacted segment operating income in 2004. The consolidation of SPT increased 2004 segment operatingincome by approximately $5 million; however, reduced segment operating margin to 4.7% in 2004 from 8.4% in 2003.

Segment operating income in the first nine months of 2003 did not include a gain on sale of assets of $2.1 million.

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

Engineered Products

Engineered Products revenues increased approximately $77 million, or 25.8%, in the third quarter of 2004 from the 2003 period due largely toimproved volume of approximately $56 million and favorable product mix of approximately $16 million, both as a result of strong military andindustrial, OE and replacement sales. The favorable effect of currency translation of approximately $5 million, mainly in Canada, Brazil,Australia and Europe, also benefited the 2004 revenues.

Revenues increased approximately $199 million, or 22.4%, in the first nine months of 2004 from the 2003 period, due largely to increases involume of approximately $144 million due mainly to improved military and OE sales. Favorable product mix of approximately $28 million,largely as a result of strong sales of military and OE and currency translation of approximately $27 million, mainly in Canada, South Africa,Australia and Europe also favorably impacted 2004 revenues.

Segment operating income increased approximately $20 million, or 148.9%, in the third quarter of 2004 compared to the 2003 period dueprimarily to increased volume of approximately $25 million, due mainly to the military and industrial businesses. Additionally, 2004 segmentoperating income was favorably impacted by savings from rationalization actions of approximately $7 million and price increases andimproved product mix of approximately $1 million. The 2004 quarter was unfavorably impacted by approximately $3 million in higherconversion costs, approximately $1 million of higher freight costs and approximately $8 million of higher SAG costs to support increased saleslevels. Also negatively impacting the 2004 third quarter were increased raw material costs of approximately $1 million.

For the first nine months of 2004, segment operating income increased approximately $63 million, or 250.2%, in 2004 compared to the2003 period due primarily to a $57 million increase in volume, mainly due to military and industrial sales. Savings from rationalization actionsof approximately $18 million also contributed to the increase. The 2003 first quarter included approximately $19 million of charges related toaccount reconciliation adjustments made

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Sales $377.2 $299.9 $77.3 25.8% $1,090.0 $890.8 $199.2 22.4%Segment Operating Income 34.1 13.7 20.4 148.9 88.6 25.3 63.3 250.2Segment Operating Margin 9.0% 4.6% 8.1% 2.8%

in connection with the restatement. It was not possible to allocate the amount of this adjustment to applicable periods and accordingly,Goodyear recorded substantially all of this adjustment in the first quarter of 2003. Increased conversion costs of approximately $8 million,higher SAG costs to support increased sales levels of approximately $11 million, increased freight costs of approximately $5 million andfacility start-up costs of approximately $2 million unfavorably impacted 2004 segment operating income.

Segment operating income in the first nine months of 2004 did not include gains on sales of assets of $1.3 million or rationalization chargestotaling $22.8 million, including $22.6 million in the third quarter. Segment operating income in the first nine months of 2003 did not include athird quarter loss on sale of assets of $6.3 million or rationalization charges of $20.5 million, including third quarter charges of $17.3 million.

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

Chemical Products

Chemical Products revenues increased approximately $89 million, or 29.1%, in the 2004 third quarter compared to the 2003 period.Approximately 65% of the total pounds of synthetic materials sold by the Chemical Products segment in 2004 were to Goodyear’s othersegments. Higher volume of approximately $20 million and higher net selling prices resulting from the pass through of increased raw materialand energy costs of approximately $45 million also favorably impacted 2004 revenues. Natural rubber plantations, a rubber processing facilityand natural rubber purchasing operations are included in the Chemical Products segment. Revenues in the third quarter of 2004 benefited fromincreased volume from the natural rubber operations of approximately $22 million.

Revenues in the first nine months of 2004 increased approximately $221 million, or 24.3%, from the 2003 period due to higher volume ofapproximately $68 million, increased net selling prices of approximately $79 million resulting from the pass through of rising raw material andenergy costs and by approximately $8 million due to the positive impact of currency translation. Additionally, natural rubber operationscontributed approximately $66 million to revenue increases in the first nine months of 2004.

Segment operating income in the 2004 third quarter increased approximately $18 million, or 65.7%, from the 2003 period primarily due toimproved pricing and product mix of approximately $24 million, improved conversion costs of approximately $10 million, higher volume ofapproximately $4 million and by approximately $2 million due to the positive impact of currency translation. Additionally, natural rubberoperations contributed approximately $2 million of the improvement through pricing and volume. The increases were partially offset byapproximately $25 million of raw material price increases mainly attributable to two raw materials, butadiene ($11 million) and styrene ($5million) which are derived from oil-based feedstock.

For the first nine months of 2004, segment operating income increased approximately $51 million, or 64.4%, from the 2003 period. Highernet selling prices of approximately $34 million, higher volume of approximately $12 million, improved conversion costs of approximately$14 million and favorable currency translation of approximately $8 million favorably impacted segment operating income in 2004. The naturalrubber operations contributed approximately $9 million of the improvement through pricing and volume. Partially offsetting these positiveeffects were rising raw material costs of approximately $28 million.

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Percent Percent


Sales $395.8 $306.7 $89.1 29.1% $1,130.8 $909.8 $221.0 24.3%Segment Operating Income 45.4 27.4 18.0 65.7 130.5 79.4 51.1 64.4Segment Operating Margin 11.5% 8.9% 11.5% 8.7%

Although the Company had previously announced its intention to explore the possible sale of the Chemical business, on July 21, 2004, theCompany announced its intention to retain this business. The Company, however, is exploring the possible sale of certain assets of thesegment.

Revenues and segment operating income in the Chemical Products segment may be adversely affected in future periods by competitivepricing pressures, lower aggregate demand levels for its products and continued increases in raw material and energy prices. Segment operatingincome in the first nine months and third quarter of 2004 did not include rationalization charges totaling $4.9 million.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2004, the Company had $1.60 billion in cash and cash equivalents as well as $830.1 million of unused availability under itsvarious credit agreements, compared to $1.54 billion and $335.0 million at December 31, 2003, and $1.03 billion and $529.7 million atSeptember 30, 2003.

The Company’s ability to service its debt depends in part on the results of operations of its subsidiaries and upon the ability of itssubsidiaries to make distributions of cash to the Company, whether in the form of dividends, loans or otherwise. In recent years, theCompany’s foreign subsidiaries have been a significant source of cash flow for the Company. In certain countries where the Companyoperates, transfers of funds into or out of such countries are generally or periodically subject to various restrictive governmental regulationsand there may be adverse tax consequences to such transfers. In addition, certain of the Company’s credit agreements and other debtinstruments restrict the ability of foreign subsidiaries to make distributions of cash to the Company.

OPERATING ACTIVITIES

Net cash flow from operating activities was $42.3 million during the first nine months of 2004, as reported on the Company’s ConsolidatedStatement of Cash Flows, consisting primarily of net loss of $12.3 million, adjusted for non-cash items, including depreciation andamortization, and rationalization charges of $459.5 million and $32.0 million respectively, as well as the following operating sources and usesof cash:

Operating uses of cash included an increase in accounts receivable of $898.8 million. Accounts receivable increased reflecting seasonalgrowth, as well as higher sales, the impact of consolidating SPT and T&WA under the provisions of FIN 46 in 2004 compared to the 2003period.

Operating sources of cash included an increase in liability for compensation and benefits of $367.3 million, excluding $119.4 million ofpension contributions, net other assets and liabilities of $70.0 million and United States and foreign current taxes payable of $75.1 million. Theincrease in the liability for compensation and benefits is largely attributed to increases in the pension and post retirement medical benefitsliabilities, as well as the consolidation of SPT and T&WA. The source of cash from changes in net other liabilities is primarily attributed toincreases in general & product liability — discontinued products reserves and net deferred tax liabilities. The increase in United States andforeign current taxes payable is attributed to an increase in value added taxes and in foreign current taxes payable due to the improvingperformance of our foreign businesses.

INVESTING ACTIVITIES

Net cash used in investing activities was $290.3 million during the first nine months of 2004. Capital expenditures were $278.3 million, andwere primarily for plant modernizations and new tire molds. Capital expenditures are expected to approximate $488 million in 2004.

FINANCING ACTIVITIES

Net cash provided by financing activities was $324.0 million during the first nine months of 2004.

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

Three Months Ended September 30, Nine Months Ended September 30,

Restated Restated

(In millions)2004 2003 2004 2003

Capital Expenditures $113.4 $ 82.9 $278.3 $266.3Depreciation and Amortization 150.8 158.2 459.5 461.0

Restated Restated

September 30, 2004 December 31, 2003 September 30, 2003

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(In millions)Consolidated Debt $5,603.8 $5,077.0 $4,943.5Debt to Debt and Equity 100.7% 100.4% 98.2%

Credit Sources

In aggregate, the Company had committed and uncommitted credit facilities of $6.93 billion available at September 30, 2004, of which$830.1 million were unused, compared to $5.90 billion available at December 31, 2003, of which $335.0 million were unused and $5.90 billionavailable at September 30, 2003 of which $529.7 million were unused.

$350 Million Convertible Note Offering

On July 2, 2004, the Company completed an offering of $350 million aggregate principal amount of 4.00% convertible senior notes dueJune 15, 2034. The notes are convertible into shares of the Company’s common stock initially at a conversion rate of 83.07 shares of commonstock per $1,000 principal amount of notes, which is equal to an initial conversion price of $12.04 per share. The proceeds of notes were usedto temporarily repay a revolving credit facility and for working capital purposes.

$650 Million Senior Secured Notes

On March 12, 2004, the Company completed a private offering of $650 million in senior secured notes, consisting of $450 million of 11%senior secured notes due 2011 and $200 million of floating rate notes at LIBOR plus 8% due 2011. The proceeds of the notes were used toprepay the remaining outstanding amount under the Company’s U.S. term facility, to permanently reduce its commitment under theU.S. revolving credit facility by $70 million, and for general corporate purposes.

U.S. Deposit-Funded Credit Facility

On August 18, 2004, Goodyear refinanced its then existing $680 million U.S. revolving credit facility with a U.S. deposit-funded creditfacility, which is a synthetic revolving credit and letter of credit facility, pursuant to which the lenders deposited the entire $680 million of thefacility in an account held by the administrative agent, and those funds are used to support letters of credit or borrowings on a revolving basis,in each case subject to customary conditions. The lenders under the new facility will receive annual compensation on the amount of the facilityequivalent to 450 basis points over LIBOR. The full amount of the facility is available for the issuance of letters of credit or for revolvingloans. The $500.7 million of letters of credit that were outstanding under the U.S. revolving credit facility as of June 30, 2004, were transferredto the deposit-funded credit facility. As of September 30, 2004, there were no borrowings under the facility and $500.5 million of letters ofcredit issued under the facility. The facility matures on September 30, 2007.

Goodyear’s obligations under the deposit-funded credit facility are guaranteed by most of its wholly-owned U.S. subsidiaries and by itsdirect Canadian subsidiary, Goodyear Canada Inc. Goodyear’s obligations under this facility and its subsidiaries’ obligations under the relatedguarantees are secured by collateral that includes:

The bond agreement for Goodyear’s Swiss Franc bonds limits the Company’s ability to use its U.S. tire and automotive parts manufacturingfacilities as collateral for secured debt without triggering a requirement that holders of the Swiss Franc bonds be secured on an equal andratable basis. The manufacturing facilities indicated above were pledged to ratably secure Goodyear’s Swiss Franc bonds to the extent requiredby the bond agreement. However, the aggregate amount of debt secured by these manufacturing facilities is limited to 15% of Goodyear’spositive consolidated shareholders’ equity, in order that the security interests granted to the lenders under the U.S. senior secured funded creditfacility not be required to be shared with the holders of debt outstanding under the Company’s other existing unsecured bond indentures.

The deposit-funded credit facility contains certain covenants that, among other things, limit Goodyear’s ability to incur additional unsecuredand secured indebtedness (including a limit, subject to certain exceptions, of 275 million Euros in accounts receivable transactions), makeinvestments and sell assets beyond specified limits. The facility prohibits Goodyear from paying dividends on its common stock. Goodyear

• subject to certain exceptions, perfected first-priority security interests in the equity interests in its U.S. subsidiaries and 65% of the equityinterests in our non-European foreign subsidiaries;

• a perfected second-priority security interest in 65% of the capital stock of Goodyear Finance Holding S.A.;

• perfected first-priority security interests in and mortgages on its U.S. corporate headquarters and certain of its U.S. manufacturingfacilities;

• perfected third-priority security interests in all accounts receivable, inventory, cash and cash accounts pledged as security under theCompany’s asset-backed facilities; and

• perfected first-priority security interests in substantially all other tangible and intangible assets, including equipment, contract rights andintellectual property.

must also maintain a minimum consolidated net worth (as such term is defined in the deposit-funded credit facility) of at least $2.0 billion

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for quarters ending in 2004 and 2005 and the first quarter of 2006 and $1.75 billion for the last three quarters of 2006 and the first threequarters of 2007. Goodyear is not permitted to allow the ratio of Consolidated EBITDA to consolidated interest expense to fall below a ratio of2.00 to 1.00 for any period of four consecutive fiscal quarters. In addition, Goodyear’s ratio of consolidated senior secured indebtedness toConsolidated EBITDA is not permitted to be greater than 4.00 to 1.00 at any time.

$645 Million Senior Secured U.S. Term Facility

As of March 12, 2004, all outstanding amounts under the facility were prepaid and the facility was retired. At December 31, 2003, the balancedue on the U.S. term facility was $583.3 million due to a partial pay down of the balance during the second quarter of 2003.

$680 Million Senior Secured U.S. Revolving Credit Facility

As of August 18, 2004, all outstanding amounts under the facility were prepaid and the facility was retired. In addition, $500.7 million ofletters of credit issued under the facility were transferred to the Company’s $680 million senior secured deposit funded credit facility.

$650 Million Senior Secured European Facilities

GDTE is party to a $250 million senior secured revolving credit facility and a $400 million senior secured term loan facility. As ofSeptember 30, 2004, December 31, 2003 and September 30, 2003, each of these facilities were fully drawn.

$1.95 Billion Senior Secured Asset-Backed Credit Facilities

In April 2003, the Company 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. As of September 30, 2004, there were noborrowings and $800 million drawn against the revolving credit and term loan asset-backed facilities, respectively, compared to $389 millionand $800 million at December 31, 2003. On September 30, 2003, there were borrowings of $357 million and $800 million under the revolvingcredit and term loan asset-backed facilities, respectively. On February 20, 2004, the Company added a $650 million term loan tranche to theexisting $1.30 billion facility, which was fully drawn as of September 30, 2004. The $650 million tranche was used partially to prepay its U.S.term loan facility, to repay other indebtedness of the Company, and for general corporate purposes.

Registration Obligations

The Company has entered into two registration rights agreements in connection with its private placements of $350 million of convertible notesin July 2004 and $650 million of senior secured notes in March 2004. With respect to the convertible notes, the registration rights agreementrequires the Company to pay additional interest (at a rate of 0.25% per year for the first 90 days and 0.50% per year thereafter) to investors ifthe Company does not file a registration statement to register the convertible notes by November 7, 2004 or if such registration statement is notdeclared effective by the SEC by December 31, 2004. The Company did not file a registration statement for the convertible notes byNovember 7, 2004, and as a result, anticipates that it will pay additional interest until such time as a registration statement is filed. With respectto the senior secured notes, the registration rights agreement requires the Company to pay additional interest (1.0% per year for the first90 days, increasing in increments of 0.25% every 90 days thereafter, to a maximum of 2.00% per year) to investors if a registered exchangeoffer for the notes is not completed by December 7, 2004. The Company does not expect to complete the exchange offer by December 7, 2004,and as a result, anticipates that it will pay additional interest until an exchange offer for the secured notes is completed. If the rate of additionalinterest payable reaches 2.00% per year then the interest rate for the secured notes will be permanently increased by 0.25% per annum after theexchange offer is completed.

Consolidated EBITDA

Under its primary credit facilities, Goodyear is not permitted to allow the ratio of consolidated EBITDA to consolidated interest expense to fallbelow 2.00 to 1.00 (as such terms are defined in each of the restructured credit

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facilities) for any period of four consecutive fiscal quarters. In addition, Goodyear’s ratio of consolidated senior secured indebtedness toconsolidated EBITDA (as such terms are defined in each of the restructured credit facilities) is not permitted to be greater than 4.00 to 1.00 atany time.

Consolidated EBITDA is a non-GAAP financial measure that is presented not as a measure of operating results, but rather as a measure ofthe Company’s ability to service debt. It should not be construed as an alternative to either (i) income from operations or (ii) cash flows fromoperating activities. The Company’s failure to comply with the financial covenants in the restructured credit facilities could have a materialadverse effect on Goodyear’s liquidity and operations. Accordingly, management believes that the presentation of consolidated EBITDA willprovide investors with information needed to assess the Company’s ability to continue to comply with these covenants.

The following table presents the calculation of EBITDA and Consolidated EBITDA for the three and nine month periods endedSeptember 30, 2004 and 2003. Other companies may calculate similarly titled measures differently than Goodyear does. Certain line items arepresented as defined in the restructured credit facilities, and do not reflect amounts as presented in the Consolidated Statement of Income.

The Company is subject to additional financial covenants in its primary credit facilities as described in its 2003 Form 10-K. As ofSeptember 30, 2004, the Company was in compliance with each of the financial covenants.

Capital Expenditures

The capital expenditure limit in the Company’s U.S. credit facilities for 2004 is approximately $1.1 billion as a result of capital markettransactions completed during the first nine months of 2004 and unused capital expenditures carried over from 2003. During the first ninemonths of 2004, capital expenditures totaled approximately $278 million. Capital expenditures are expected to approximate $488 million in2004.

Foreign Credit Facilities

As of September 30, 2004, Goodyear had short-term committed and uncommitted bank credit arrangements totaling $317.7 million, of which$132.4 million were unused, compared to $347.0 million and $209.4 million at December 31, 2003. In addition, as of September 30, 2004,Goodyear had availability under long-term committed credit facilities of $63.1 million. Of this amount, $5.1 million is related to theconsolidation of VIEs.

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Restated Restated

(In millions)2004 2003 2004 2003

Net Income/(Loss) $ 36.5 $(119.4) $ (12.3) $(372.3)Consolidated Interest Expense 98.3 84.5 275.5 235.9Income Tax 28.9 1.3 145.1 46.5Depreciation and Amortization Expense 150.8 158.3 459.5 461.4

EBITDA $314.5 $ 124.7 $ 867.8 $ 371.5Credit Agreement Adjustments:Other (Income) and Expense 25.3 80.3 91.6 189.7Foreign Currency Exchange 10.5 10.8 14.2 29.8Equity in (Earnings) Losses of Affiliates (2.1) — (5.8) 3.9Minority Interest in Net Income of Subsidiaries 18.3 8.7 44.4 32.0Non-Cash, Non-Recurring Items — — — —Rationalizations 28.8 54.3 62.6 130.4Less Excess Cash Rationalization Charges — (8.9) — (12.9)

Consolidated EBITDA $395.3 $ 269.9 $1,074.8 $ 744.4

Non-Domestic Accounts Receivable Securitization Facilities

As of September 30, 2004, international subsidiaries of Goodyear had $127.9 million of borrowings under non-domestic accounts receivablesecuritization facilities compared to $122.8 million and $152.0 million at December 31, 2003 and September 30, 2003, respectively. As ofSeptember 30, 2004, the amount outstanding and fully utilized under the program maintained by GDTE totaled $102.1 million. The Companyis currently working to refinance this facility and the commitment period has been extended. If the Company is unable to replace this facility,the Company would pursue other short-term financing alternatives.

Credit Ratings

On May 25, 2004, Standard & Poor’s lowered the Company’s Corporate Rating from BB- to B+ and removed the Company from CreditWatchwith a stable outlook. Standard & Poor’s also maintained its B+ rating on the Company’s U.S. revolving credit facility and reduced the ratingson its other facilities as follows: European facilities from BB- to B+; Senior Secured Asset-Backed facilities from BB+ to BB; recent$650 million Asset-Backed tranche from B+ to B; and senior unsecured debt rating from B to B-.

As a result of these ratings and other related events, the Company believes that its access to capital markets may be limited. In addition,financing and related expenses under some existing arrangements have increased as a result of the Company’s ratings.

A rating reflects only the view of a rating agency, and is not a recommendation to buy, sell or hold securities. Any rating can be revisedupward or downward at any time by a rating agency if such rating agency decides that circumstances warrant such a change.

Turnaround Strategy

The Company is currently implementing a turnaround strategy for the North American Tire segment that will require the Company to 1)stabilize margins and market shares, 2) simplify the sales and supply chain process, 3) execute key cost-cutting strategies, 4) implement brandand distribution strategies and 5) grow the business through new product introductions and new sales channels. The ability of the Company tosuccessfully implement its cost-cutting strategy is also dependent upon its ability to realize anticipated savings and operational benefits from itsmaster contract with the USWA ratified in 2003. Based in part on success in implementing the turnaround strategy, North American Tire hadstronger operating results in the first nine months and third quarter of 2004 than in comparable periods of 2003. However, additional progressin implementing the turnaround strategy is needed to achieve a satisfactory level of profitability in the North American Tire business segment.If the goals of the turnaround strategy are not met, the Company will not be able to achieve or sustain future profitability which would impairits ability to meet its debt service obligations and otherwise negatively affect its operations. There is no assurance that the Company willsuccessfully implement this turnaround strategy. In particular, this strategy and the Company’s liquidity could be affected adversely by trendsthat affected the North American Tire segment negatively in 2003 and prior years, including industry overcapacity which limits pricingleverage, weakness in the replacement tire market, increased competition from low cost manufacturers and a related decline in Goodyear’smarket share, weak U.S. economic conditions, and increases in medical and pension costs. In addition, the turnaround strategy has been, andmay continue to be, impacted negatively by higher raw materials and energy prices. During the first nine months of 2004, the market price ofnatural rubber, one of our most important raw materials, increased approximately 20% versus the same period in the prior year. In addition, themarket price of oil, an important feedstock for several other raw materials, increased 25% versus the same period in the prior year. Based on acombination of the Company’s inventory turns and raw material shipment lead times, market price fluctuations in raw materials typicallyimpact the Company’s CGS three to six months subsequent to the raw material purchase date. Furthermore, market conditions may prevent usfrom passing these increases on to our customers through timely price increases. Goodyear has retained The Blackstone Group L.P. and Bain &Company to provide consulting advice on the turnaround strategy and other possible strategic initiatives to maximize shareholder value.

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Future Liquidity Requirements

As of September 30, 2004, the Company had $1.60 billion in cash and cash equivalents, of which $796.1 million was held in the United Statesand $261.4 million was in accounts of GDTE. The remaining amounts were held in the Company’s other non-U.S. operations. The Company’sability to move cash and cash equivalents among its various operating locations is subject to the operating needs of the operating locations aswell as restrictions imposed by local laws and applicable credit facility agreements. As of September 30, 2004, approximately $195.5 millionof cash was held in locations where significant tax or legal impediments would make it difficult or costly to execute monetary transfers. Basedupon the Company’s projected operating results, the Company expects that cash flow from operations together with available borrowing underits restructured credit facilities and other sources of liquidity will be adequate to meet the Company’s anticipated cash and cash equivalentrequirements including working capital, debt service, minimum pension funding requirements and capital expenditures through September 30,2005.

At September 30, 2004, the Company also had $830.1 million of unused availability under its various credit agreements.

The Company’s liquidity may be materially adversely affected by a significant amount of debt maturing in 2005 and 2006 and substantialrequired contributions to be made to its defined benefit pension plans in 2004, 2005 and beyond. The aggregate amount of long-term debtmaturing in calendar years 2005 and 2006 is approximately $1.22 billion and $1.90 billion, respectively. Included in these amounts is$650.0 million related to our primary European credit facilities maturing in 2005 and $1.45 billion related to our asset-backed facilitiesmaturing in 2006. These facilities will have to be refinanced in the capital markets if they are not renewed by the existing lenders. Because ofour debt ratings, operating performance over the past few years and other factors, access to such markets cannot be assured. The Company’songoing ability to access the capital markets is highly dependent on the degree of success it has implementing its North American Tireturnaround strategy. In addition to facilitating access to the capital markets, successful implementation of the turnaround strategy is also crucialto ensuring that the Company has sufficient cash flow from operations to meet its obligations. There is no assurance that the Company willhave a sufficient degree of success implementing its turnaround strategy to maintain access to capital markets and meet liquidity requirements.Failure to complete the turnaround strategy successfully could have a material adverse effect on the Company’s financial position, results ofoperations and liquidity.

In addition to the commitments summarized above, Goodyear is required to make contributions to its domestic defined benefit pensionplans. These contributions are required under the minimum funding requirements of the Employee Retirement Income Security Act(“ERISA”). Although subject to change, Goodyear expects to be required by ERISA to make contributions to its domestic pension plans ofapproximately $160 million in 2004 and approximately $425 million to $450 million in 2005. The expected contributions are based uponparticipant data as of January 1, 2004, and assume a stable population in future years. In calculating these estimates, the Company relied on anumber of assumptions, including (i) an ERISA liability interest rate of 6.53% and 6.11% for 2004 and 2005, respectively, (ii) plan assetreturns of 3.8% in 2004 and (iii) the effect of legislation signed into law in 2004 providing for changes to ERISA funding requirements.Funding estimates for 2005 had assumed an ERISA liability interest rate of 6.78% for 2005, and 2004 asset returns of 8.5%. The new estimatesare based upon bond rates and asset returns as of September 30, 2004. For the three and nine month periods ended September 30, 2004, theCompany contributed $60.6 million and $73.9 million, respectively, to its domestic plans. The estimates of the contributions required in 2004and 2005 reflect legislation passed by Congress in 2004 providing for changes to ERISA funding requirements permitting the deferral ofcertain contributions that would otherwise have been required in 2004 and 2005 to subsequent periods. Goodyear will be subject to additionalstatutory minimum funding requirements after 2005. Due to uncertainties regarding significant assumptions involved in estimating futurerequired contributions to its defined benefit pension plans, such as interest rate levels, the amount and timing of asset returns, whether theCompany makes contributions in excess of those required, and what, if any, changes may occur in legislation, Goodyear is not able toreasonably estimate its future required contributions beyond 2005. Nevertheless, Goodyear expects that the amount of contributions required inyears beyond 2005 will be substantial. In particular, the funding relief provided under current law expires at the end of 2005. As a result, iffunding relief is not extended or renewed, Goodyear expects that its minimum funding obligations in 2006 would be substantially greater thanin 2005. In 2004, in addition to required domestic plan contributions, Goodyear expects to contribute approximately $60 million to its fundedpension plans. For the three and nine month periods ended September 30, 2004, the Company contributed $15.0 million and $45.5 million,respectively, to foreign plans.

Goodyear's postretirement benefit plans will require amounts to cover benefit payments in the future. Benefit payments are expected to beapproximately $285 million in 2004, $300 million in 2005 and $300 million in 2006. These estimates are based upon the plan provisionscurrently in effect. Ultimate payments are expected to be $3.1 billion as calculated on December 31, 2003. The majority of these paymentswould be made more than five years hence.

Although the Company is highly leveraged, it may become necessary for it to incur additional debt to ensure that it has adequate liquidity. Asubstantial portion of the Company’s assets is already subject to liens securing its indebtedness. The Company is limited in its ability to pledgeits remaining assets as security for additional secured indebtedness. In addition, unless the Company’s financial performance improves, itsability to raise unsecured debt may be significantly limited.

The Company’s master contract with the USWA committed the Company to consummate the issuance or placement of at least $250 millionof debt securities and at least $75 million of equity or equity-linked securities by December 31, 2003 or the USWA would have the right to filea grievance and strike. On March 12, 2004, the

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Company completed a private offering of $650 million in senior secured notes due 2011, consisting of $450 million of 11% senior securednotes and $200 million of floating rate notes at LIBOR plus 8%. On July 2, 2004, the Company completed a private offering of $350 million in4% convertible senior notes due 2034 (an equity-linked security). Under the master contract the Company also committed to launch, byDecember 1, 2004, a refinancing of its U.S. term loan and revolving credit facilities due in April 2005, with loans or securities having a term ofat least three years. The Company completed the refinancing of the U.S. term loan in March 2004 and refinanced the U.S. revolving creditfacility in August 2004. In the event of a strike by the USWA, the Company’s financial position, results of operations and liquidity could bematerially adversely affected.

The Company is subject to various legal proceedings, including those described in note 7, Commitments and Contingent Liabilities. In theevent the Company wishes to appeal any future adverse judgment in any proceeding, it would be required to post an appeal bond with therelevant court. If the Company does not have sufficient availability under its U.S. funded credit facility to issue a letter of credit to support anappeal bond, it may be required to pay down borrowings under the facility in order to increase the amount available for issuing letters of creditor deposit cash collateral in order to stay the enforcement of the judgment pending an appeal. A significant deposit of cash collateral may havea material adverse effect on the Company’s liquidity.

A substantial portion of Goodyear's borrowings is at variable rates of interest and exposes the Company to interest rates risk. If interest ratesrise, the Company's debt service obligations would increase. An unanticipated significant rise in interest rates could have a material adverseeffect on the Company's liquidity in future periods.

COMMITMENTS & CONTINGENCIES

The following table presents, at September 30, 2004, Goodyear’s obligations and commitments to make future payments under contracts andcontingent commitments.

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(In millions)Payment Due by Period as of September 30, 2004

After 5Contractual Obligations Total 1 Year 2 Years 3 Years 4 Years 5 Years Years

Long Term Debt (1) $ 5,548.4 $1,387.0 $1,626.7 $ 590.5 $100.6 $ 1.4 $1,842.2Capital Lease Obligations (2) 82.1 10.1 8.8 7.9 7.8 7.1 40.4Interest Payments (3) 1,816.3 354.3 247.1 170.3 150.5 147.2 746.9Operating Leases (4) 1,502.9 307.6 257.3 199.0 145.3 108.2 485.5Pension Benefits (5) 657.5 220.0 437.5 (5) (5) (5) (5)Other Post Retirement Benefits (6) 3,080.0 285.0 300.0 300.0 270.0 260.0 1,665.0Workers’ Compensation (7) 250.0 50.0 40.0 35.0 30.0 25.0 70.0Binding Commitments (8) 563.9 531.6 14.3 2.7 2.2 2.1 11.0

Total Contractual Cash Obligations $13,501.1 $3,145.6 $2,931.7 $1,305.4 $706.4 $551.0 $4,861.0

(1) Long-term debt payments include notes payable and reflect long-term debt maturities as of September 30, 2004. In connection with theCompany’s financing activities in the first quarter of 2004, our long-term debt commitments in 2005 and 2006 were reduced by$665 million and $64 million, respectively.

(2) The present value of capital lease obligations is $55.4 million.

(3) These amounts represent estimated future interest payments related to our existing debt obligations based on fixed and variable interestrates specified in the associated debt agreements. Payments related to variable debt are based on the six-month LIBOR rate atSeptember 30, 2004 plus the specified margin in the associated debt agreements for each period presented. The amounts provided relateonly to existing debt obligations and do not assume the refinancing or replacement of such debt.

(4) Operating leases do not include minimum sublease rentals of $51.2 million, $42.6 million, $33.9 million, $25.5 million, $17.2 million, and$29.6 million in each of the periods above, respectively, for a total of $200.0 million. Net operating lease payments total $1,303.0 million.The present value of operating leases is $763.0 million. The operating leases relate to, among other things, computers and officeequipment, real estate and miscellaneous other assets. No asset is leased from any related party.

Additional other long-term liabilities include items such as income taxes, general and product liabilities, environmental liabilities andmiscellaneous other long-term liabilities. These other liabilities are not contractual obligations by nature. The Company cannot, with anydegree of reliability, determine the years in which these liabilities might ultimately be settled. Accordingly, these other long-term liabilities arenot included in the above table.

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

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(5) The obligation related to pension benefits is actuarially determined and is reflective of obligations as of December 31, 2003. The amountsset forth in the table represent Goodyear’s estimated minimum funding requirements for its domestic defined benefit pension plans underthe Employee Retirement Income Security Act (“ERISA”) for 2004 and 2005 and $60 million of expected contributions to its fundedinternational pension plans in 2004. Goodyear expects to be required to fund contributions to its domestic defined benefit pension plans of$160 million in 2004, and approximately $425 million to $450 million in 2005. The estimated amount set forth in the table above for 2005represents the approximate mid-point of this range. The expected contributions are based upon participant data as of January 1, 2004, andassume a stable population in future years. In calculating these estimates, the Company relied on a number of assumptions, including (i) anERISA liability interest rate of 6.53% and 6.11% for 2004 and 2005, respectively, (ii) plan asset returns of 3.8% in 2004, and (iii) the effectof legislation signed into law in 2004 providing for changes to ERISA funding requirements. Prior funding estimates for 2005 had assumedan ERISA liability interest rate of 6.67% for 2005, and 2004 asset returns of 8.5%. The new estimates are based upon bond rates and assetreturns as of September 30, 2004. Goodyear will be subject to additional statutory minimum funding requirements after 2005. Due touncertainties regarding significant assumptions involved in estimating future required contributions to its defined benefit pension plans,such as interest rate levels, the amount and timing of asset returns, whether the Company makes contributions in excess of the minimumrequirements, and what, if any, changes may occur in legislation, Goodyear is not able to reasonably estimate its future requiredcontributions beyond 2005. Nevertheless, Goodyear expects the amount of contributions required in years beyond 2005 will be substantial.In particular, the funding relief provided under current law expires at the end of 2005. As a result, if funding relief is not extended orrenewed, Goodyear expects that its minimum funding obligations in 2006 would be substantially greater than in 2005.

(6) The payments for post-retirement benefits reflect the estimated benefit payments of the plans using the provisions currently in effect. TheCompany reserves the right to modify or terminate the plans at any time. The obligation related to post-retirement benefits is actuariallydetermined on an annual basis.

(7) The payments for workers’ compensation are based upon recent historical payment patterns.

(8) Binding commitments are for normal operations of the Company and include investments in land, buildings and equipment and rawmaterials purchased through short term supply contracts at fixed prices or at formula prices related to market prices or negotiated prices.

• The terms and conditions of Goodyear’s global alliance with Sumitomo as set forth in the Umbrella Agreement between Goodyear andSumitomo provide for certain minority exit rights available to Sumitomo commencing in 2009. In addition, the occurrence of certain otherevents enumerated in the Umbrella Agreement, including certain bankruptcy events or changes in control of Goodyear, could trigger a rightof Sumitomo to require Goodyear to purchase these interests immediately. Sumitomo’s exit rights, in the unlikely event of exercise, couldrequire Goodyear to make a substantial payment to acquire Sumitomo’s interest in the alliance.

• Pursuant to an agreement entered into in 2001, Ansell Ltd. (Ansell) has the right, during the period beginning August 2005 and ending oneyear 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 notexercise its right, Goodyear may require Ansell to sell its interest to Goodyear during the 180 days following the expiration of Ansell’s rightat a price established using the same formula.

The Company does not engage in the trading of commodity contracts or any related derivative contracts. The Company generally purchasesraw materials and energy through short-term, intermediate and long term supply contracts at fixed prices or at formula prices related to marketprices or negotiated prices. The Company will, however, from time to time, enter into contracts to hedge its energy costs.

Off-Balance Sheet Arrangements

An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement involving an unconsolidated entity underwhich a company has (1) made guarantees, (2) a retained or a contingent interest in transferred assets, (3) an obligation under certain derivativeinstruments or (4) any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, marketrisk or credit risk support to the Company, or that engages in leasing, hedging or research and development arrangements with the company.

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

(In millions)Amount of Commitment Expiration per Period

Total 1st Year 2nd Year 3rd Year 4th Year 5th Year Thereafter

Customer Financing Guarantees $ 7.5 $2.7 $0.6 $0.1 $0.2 $0.1 $3.8Affiliate Financing Guarantees 9.8 — — 4.9 4.9 — —Other Guarantees 0.7 — — — 0.2 — 0.5

Off-Balance Sheet Arrangements $18.0 $2.7 $0.6 $5.0 $5.3 $0.1 $4.3

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Goodyear continuously monitors its fixed and floating rate debt mix. Within defined limitations, Goodyear manages the mix usingrefinancing and unleveraged interest rate swaps. Goodyear will enter into fixed and floating interest rate swaps to alter its exposure to theimpact of changing interest rates on consolidated results of operations and future cash outflows for interest. Fixed rate swaps are used to reduceGoodyear’s risk of increased interest costs during periods of rising interest rates, and are normally designated as cash flow hedges. Floatingrate swaps are used to convert the fixed rates of long-term borrowings into short-term variable rates, and are normally designated as fair valuehedges. Interest rate swap contracts are thus used by Goodyear to separate interest rate risk management from debt funding decisions. AtSeptember 30, 2004, the interest rates on 50% of Goodyear’s debt were fixed by either the nature of the obligation or through the interest rateswap contracts, compared to 47% at December 31, 2003. Goodyear also has from time to time entered into interest rate lock contracts to hedgethe risk-free component of anticipated debt issuances. As a result of credit ratings actions and other related events, the Company’s access tothese instruments may be limited.

The following tables present information at September 30:

Interest Rate Swap Contracts

The pro forma fair value assumes a 10% decrease in variable market interest rates at September 30, 2004 and 2003, respectively, andreflects the estimated fair value of contracts outstanding at that date under that assumption.

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(Dollars in millions)2004 2003

Fixed Rate Contracts:Notional principal amount $ — $325.0Pay fixed rate — 5.00%Receive variable LIBOR — 1.14Average years to maturity — 0.50Fair value – liability — $ (6.3)Pro forma fair value – liability — (6.4)

Floating Rate Contracts:Notional principal amount $200.0 $200.0Pay variable LIBOR 2.92% 2.91%Receive fixed rate 6.63 6.63Average years to maturity 2.20 3.21Fair value – asset (liability) $ 10.3 $ 17.5Pro forma fair value – asset (liability) 9.8 18.3

Weighted-average interest rate swap contract information follows:

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

Fixed Rate Debt

The pro forma information assumes a 100 basis point decrease in market interest rates at September 30, 2004 and 2003, respectively, andreflects 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 modelbased upon net modified duration analysis. The model assumes a parallel shift in the yield curve. The precision of the model decreases as theassumed change in interest rates increases.

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(Dollars in millions)2004 2003 2004 2003

Fixed Rate Contracts:Notional principal $ — $325.0 $ — $325.0Pay fixed rate — 5.00% 5.00% 5.00%Receive variable LIBOR — 1.10 1.18 1.27

Floating Rate Contracts:Notional principal $200.0 $200.0 $200.0 $209.0Pay variable LIBOR 3.26% 2.91% 3.06% 3.05%Receive fixed rate 6.63 6.63 6.63 6.63


Fair value – liability $3,020.6 $2,035.0Carrying amount – liability 2,980.8 2,241.8Pro forma fair value – liability 3,117.9 2,105.1

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 affectingexisting foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from tradereceivables 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 Euro100 million of the Euro Notes due 2005 are hedged by currencyswap agreements.

Contracts hedging the Swiss Franc bond and the Euro Notes are designated as cash flow hedges. Contracts hedging short-term tradereceivables and payables normally have no hedging designation.

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

Foreign Exchange Contracts

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

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

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(In millions) 2004 2003

Fair value – asset (liability) $ 70.7 $ 48.3Pro forma change in fair value (32.3) (26.4)Contract maturities 10/04-7/19 10/03-12/18Fair value – asset (liability):Swiss franc swap-current $ (0.9) $ (2.0)Swiss franc swap-long-term 46.0 37.8Euro swaps-current 33.1 6.4Euro swaps-long-term — 17.5Other-current asset 2.9 3.0Other-current liability (10.4) (14.4)

Total $ 70.7 $ 48.3

FORWARD-LOOKING INFORMATION — SAFE HARBOR STATEMENT

Certain information set forth herein (other than historical data and information) may constitute forward-looking statements regarding eventsand trends that may affect our future operating results and financial position. The words “estimate,” “expect,” “intend” and “project,” as well asother words or expressions of similar meaning, are intended to identify forward-looking statements. You are cautioned not to place unduereliance on forward-looking statements, which speak only as of the date of this Quarterly Report. Such statements are based on currentexpectations and assumptions, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experiencemay differ materially from the forward-looking statements as a result of many factors, including:

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• we have not yet completed the implementation of our plan to improve our internal controls and may be unable to remedy certain internalcontrol weaknesses identified by our external auditors or that come to our attention through our efforts to comply with Section 404 of theSarbanes-Oxley Act of 2002;

• pending litigation relating to our restatement could have a material adverse effect on our financial condition;

• an ongoing SEC investigation regarding our restatement could materially adversely affect us;

• we have experienced significant losses in 2001, 2002 and 2003. We cannot assure you that we will be able to achieve or sustain futureprofitability. Our future profitability is dependent upon our ability to successfully implement our turnaround strategy for our NorthAmerican Tire segment and our previously announced rationalization actions;

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

• our secured credit facilities limit the amount of capital expenditures that we may make;

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

• continued pricing pressures from vehicle manufacturers may materially adversely affect our business;

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

• decline in the value of the securities held by our employee benefit plans or a decline in interest rates would increase our pension expense andunderfunding levels. Termination by the Pension Benefit Guaranty Corporation of any of our U.S. pension plans would further increase ourpension expense and could result in additional liens on material amounts of our assets;

• our long-term ability to meet current obligations and to repay maturing indebtedness, including long-term debt maturing in calendar years2005 and 2006 of approximately $1.22 billion and $1.90 billion, respectively, is dependent on our ability to access capital markets in thefuture and to improve our operating results;

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

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

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

• if we fail to manage healthcare costs successfully, our financial results may be materially adversely affected;

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

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

• our reserves for product liability and other tort claims and our recorded insurance assets are subject to various uncertainties, the outcome ofwhich may result in our actual costs being significantly higher than the amounts recorded;

• we may be required to deposit cash collateral to support an appeal bond if we are subject to a significant adverse judgment, which may havea material adverse effect on our liquidity;

• we are subject to extensive government regulations that may materially adversely affect our ongoing operating results;

• potential changes in foreign laws and regulations which would prevent repatriation of future earnings to our parent Company;

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

• the terms and conditions of our global alliance with Sumitomo Rubber Industries, Ltd. (SRI) provide for certain exit rights available to SRIupon the occurrence of certain events, which could require us to make a substantial payment to acquire SRI’s interest in certain of our jointventure alliances (which include much of our operations in Europe);

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

• if we are unable to attract and retain key personnel, our business could be materially adversely affected.

ITEM 4. CONTROLS AND PROCEDURES.

Overview.

On May 19, 2004, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2003, containing restated financialstatements reflecting adjustments to the Company’s previously reported financial information on Form 10-K for the years ended December 31,2002 and 2001. On June 18, 2004, the Company filed a Form 10-Q/A containing restated financial information reflecting adjustments to theCompany’s previously reported financial information on Form 10-Q for the quarter ended March 31, 2003. On August 3, 2004, the Companyfiled two Form 10-Q/As containing restated financial information reflecting adjustments to the Company’s previously reported financialinformation on Form 10-Q for the quarters ended June 30, 2003 and September 30, 2003. The Company expects to file a Form 10-K/A,amending its Form 10-K for the year ended December 31, 2003, and Forms 10-Q/A, amending its Forms 10-Q for the quarters endedMarch 31, 2004 and June 30, 2004 as expeditiously as possible. This Form 10-Q for the quarter ended September 30, 2004 contains certain ofthe restated financial information which will appear in the Form 2003 10-K/A and 2004 Forms 10-Q/As that will be filed by the Company.

Following the Company’s decision in the third quarter of 2003 to restate the Company’s previously issued financial statements, theCompany’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), advised the Company that the failure toidentify certain issues that had affected several years related to the monitoring and review of general ledger accounts collectively resulted in amaterial weakness in internal controls that required strengthening of procedures for account reconciliation, and internal reporting andmonitoring of these matters.

On December 10, 2003, the Company announced that the Audit Committee would conduct an internal investigation into potential improperaccounting issues in its European Union business segment. The investigation subsequently expanded to other locations of the Company’soverseas operations. The investigation identified accounting irregularities primarily related to earnings management whereby accrual accountswere adjusted or expenses were improperly deferred in order to increase the segments’ operating income.

Prior to filing its 2003 Annual Report on Form 10-K on May 19, 2004, the Company identified other matters requiring adjustment. Some ofthese adjustments resulted from an improper understatement of workers’ compensation liability and improper accounting related to thevaluation of real estate received in payment of trade accounts receivable. The Audit Committee also initiated an investigation into theseadjustments. As a result of these investigations, management and the Audit Committee decided that a further restatement was necessary.

In May 2004, following the conclusion of certain internal investigations conducted by the Company’s Audit Committee, PwC advised theCompany that the circumstances it previously identified to the Company as collectively resulting in a material weakness had each individuallybecome a material weakness. PwC advised the Company that this determination was due to the number of previously undetected errors thatwere attributable to the material weakness previously identified. A significant portion of these errors were detected by the Company. PwCfurther identified as an additional material weakness intentional overrides of internal controls by those in authority, particularly related to theEuropean Union Tire segment and workers’ compensation liability in the United States. These material weaknesses, if unaddressed, couldresult in material errors in the Company’s financial statements. In addition, PwC advised the Company that it had identified as reportableconditions the Company’s need to enhance certain finance personnel’s knowledge of U.S. GAAP and internal controls and the need to enhancecontrols related to the establishment of bank accounts. PwC also identified a number of other internal control weaknesses and made additionalbusiness and controls recommendations.

In the course of preparing its Form 10-Qs for the first and second quarters of 2004, the Company identified net out-of-period expenseadjustments, of approximately $4.4 million which were recorded and disclosed in the Company’s Form 10-Qs for the first and second quarters.

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In the course of preparing this Form 10-Q the Company identified additional net out-of-period expense adjustments of approximately$4.6 million. These adjustments, as well as the adjustments identified in preparing the first and second quarter Form 10-Qs, will be included inthe restated financial statements for 2003 and prior years in the 2003 Form 10-K/A that will be filed by the Company. The financial statementsfor the first and second quarters of 2004 will also be restated to reverse the out-of-period adjustments that were recorded in those quarters andreflect them in the appropriate prior periods. Form 10-Q/As for the first and second quarters of 2004 will be filed to reflect these adjustments.The majority of the income statement adjustments included in this restatement involve account reconciliations and were identified through theimplementation of the Company’s previously announced measures to remedy its internal controls.

In the course of preparing this Form 10-Q the Company also identified a misclassification of deferred tax assets and liabilities beginning inits December 31, 2003 consolidated balance sheet. The Company recorded certain deferred tax assets and liabilities on a gross basis beginningin the December 31, 2003 balance sheet, rather than netting short-term deferred tax assets with short-term deferred tax liabilities and long-termdeferred tax assets with long-term deferred tax liabilities. This misclassification resulted in an overstatement of total assets and total liabilitiesby approximately $357 million. There was no effect on shareholders equity, net income or cash flow previously reported by the Company. Thismisclassification will also be corrected in the 2003 Form 10-K/A that will be filed by the Company.

The Company initiated the implementation of various measures to strengthen its account reconciliation control processes prior to the filingof its 2003 Form 10-K. The Company established a requirement that the finance director of each operating unit that maintains a general ledgeror sub-ledger confirm on a quarterly basis that all balance sheet accounts for which he or she has responsibility have been reconciled accuratelyand on a timely basis. At the corporate level, the Company established a requirement that each manager responsible for an account certify, on amonthly basis, that such account has been accurately reconciled. The Company’s Internal Audit Department commenced targeted reviews ofselected account reconciliations. In connection with the overseas accounting investigation, senior finance personnel visited various locationsand reviewed and confirmed the accuracy of selected account reconciliations, analyzed reported results, reviewed items identified by prioraudits to ensure corrective actions were in place and reviewed the certification process with local management.

In connection with the initial restatement process and the internal investigation by the Audit Committee, the Company dedicated substantialresources to the review of its control processes and procedures. As a result of that review, the Company has determined that it will strengthenits internal controls by (i) making personnel and organizational changes, (ii) improving communications and reporting, (iii) improvingmonitoring controls, (iv) increasing oversight to reduce opportunities for intentional overrides of control procedures, and (v) simplifying andimproving financial processes and procedures. Specific remedial measures that have already been undertaken include the following:

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• Various disciplinary actions (ranging from reprimand to termination) against numerous employees;

• Restructured reporting relationships within the finance function such that the finance directors of all seven strategic business units reportdirectly to the Chief Financial Officer and the controllers of these business units report to the Corporate Controller;

• Changed compensation structures for business unit finance directors so that compensation is no longer directly tied to financial performanceof the business unit;

• Increased staffing (including the use of temporary personnel) in various aspects of the Company’s finance and internal audit functions;

• Increased management oversight by creating a new Disclosure Committee comprised of senior managers with responsibility for respondingto issues raised during the financial reporting process;

• Streamlined the organization of its European Business Unit to eliminate a level of management and financial reporting;

A number of other initiatives to strengthen the Company’s internal controls began to be implemented prior to the filing of the Company’s 2003Form 10-K and have continued since then. These include:

The Company will continue its efforts to remedy the internal control weaknesses/business recommendations identified by PwC as part of acontinuing effort to strengthen the control process. PwC has not completed its assessment of the effectiveness of the Company’s actions andthere is no assurance that these internal control weaknesses will be remedied by the time the Company issues its Form 10-K for the currentyear.

Beginning with the year ending December 31, 2004, Section 404 of the Sarbanes-Oxley Act of 2002 will require the Company’s seniormanagement to provide an annual report on internal controls over financial reporting. This report must contain (i) a statement of management’sresponsibility for establishing and maintaining adequate internal controls over financial reporting for the company, (ii) a statement identifyingthe framework used by management to conduct the required evaluation of the effectiveness of internal controls over financial reporting,(iii) management’s assessment of the effectiveness of internal controls over financial reporting as of the end of the most recent fiscal year,including a statement as to whether or not the Company’s internal controls over financial reporting are effective, and (iv) a statement that theCompany’s independent auditors have issued an attestation report on management’s assessment of internal controls over financial reporting. Inseeking to achieve compliance with Section 404 within the prescribed period, management has formed an internal control steering committee,engaged outside consultants and adopted a detailed project work plan to assess the adequacy of internal controls over financial reporting,remediate any control weaknesses that may be identified, validate through testing that the controls are functioning as documented andimplement a continuous reporting and improvement process for internal controls over financial reporting.

In the course of its Section 404 compliance effort, the Company has identified certain deficiencies, including account reconciliationprocedures and information technology controls, including general computer controls and access controls, which the Company is addressing.Management will consider these conditions when assessing the effectiveness of the Company’s internal controls over financial reporting as ofDecember 31, 2004.

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• Conducted enhanced training on the certification process whereby senior finance management explained each matter to be certified witheach of the seven strategic business units and their local management teams;

• Commissioned a review of a significant portion of open workers’ compensation claims, including a certification by an outside administratorto ensure that such claims were being properly valued; and

• Revised procedures with respect to opening bank accounts to ensure appropriate oversight by the Treasury Department.

• Expanding the personnel, resources and responsibilities of the internal audit function;

• Increasing finance staff and upgrading the technical capabilities of individuals within the finance function, through improved and formalizedtraining;

• Development of new and enhanced monitoring controls;

• Simplification of financial processes and information technology systems;

• Creation of a Remediation Project Management Office responsible for the design and implementation of the Company’s long-termremediation plan;

• Establishing a communications program to improve inter-department and cross-functional communications, maintain awareness of thefinancial statement certification process and finance issues in general and to encourage associates to raise issues for review and/orresolution; and

• Review of all accounting policies and procedures, and where appropriate make modifications.

Moreover, the Section 404 compliance effort may identify additional weaknesses in the Company’s system of internal controls that mayrequire additional remedial measures. One factor that may increase the likelihood of identifying such additional internal control weaknesses isthe stringent standards of internal controls being applied to Section 404. Under the circumstances, there can be no assurance that the Companywill be able to adequately remedy any such additional internal control weaknesses and the Company’s previously identified internal controlweaknesses by the deadline for Section 404 compliance and, as a result, management and PwC may be unable to evaluate and attest to theCompany’s internal controls over financial reporting as of December 31, 2004.

Disclosure Controls and Procedures.

The Company’s senior management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluatedthe effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2004. Based upon thatevaluation, combined with a consideration of the additional procedures described above, the Company’s Chief Executive Officer and ChiefFinancial Officer concluded that, notwithstanding the material weaknesses and reportable conditions described above, after taking into accountthe remedial measures implemented by the Company, as of the evaluation date, the Company’s disclosure controls and procedures weredesigned, and were effective, to give reasonable assurance that information the Company must disclose in reports filed with the SEC isproperly recorded, processed and summarized, and then reported as required. It should be noted that no system of controls can providecomplete assurance of achieving its objectives, and future events may impact the effectiveness of a system of controls.

Changes in Internal Control over Financial Reporting.

Other than as described above, there have been no changes in the Company’s internal control over financial reporting during the periodcovered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financialreporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Heatway Litigation and Amended Settlement

As previously reported, on June 4, 2004, the Company entered into an amended settlement agreement in Galanti et al. v. Goodyear (CaseNo. 03-209, United States District Court, District of New Jersey) that was intended to address the claims arising out of a number of Federal,state and Canadian actions filed against the Company involving a rubber hose product that the Company supplied from 1989 to 1993 to ChilesPower Supply, Inc. (d/b/a Heatway Systems), a designer and seller of hydronic radiant heating systems in the United States. On October 19,2004, the Galanti court conducted a fairness hearing on, and gave final approval to, the amended settlement. As a result, Goodyear will makeannual cash contributions to a settlement fund of $60 million, $40 million, $15 million, $15 million and $20 million in 2004, 2005, 2006, 2007and 2008, respectively. The first of these payments will be made within ten days of the Final Order and Judgment and will consist of$60 million, less the amount paid as of June 30, 2004 to cover the cost of administration and class notice. In addition to these annual payments,Goodyear was required to contribute to the settlement fund by October 19, 2004, the amount of insurance Goodyear recovered from its carriersrelating to Entran II but, in any event, no less than $150 million. As of October 19, 2004, $150 million had been deposited by the Company inthe settlement fund comprised of $75 million of insurance recoveries previously obtained by the Company and $75 million of cashcontributions made by the Company. The Company expects to receive an additional $100 million of insurance reimbursements during the 4thquarter. Of this amount, $75 million will reimburse the Company for its October 19, 2004 cash contribution to the settlement fund and thebalance (net of unreimbursed legal costs incurred to obtain the insurance recoveries) will be deposited into the settlement fund. The Companydoes not expect to receive any further insurance reimbursements beyond the amounts described above.

A total of 62 sites have been opted out of the amended settlement. The amended settlement does not cover the liability associated with theseopt outs, however, the Company will be entitled to assert proxy claim against the settlement fund for the payment such claimants would havebeen entitled to under the amended settlement. In addition, any liability of the Company arising out of the following actions will not be coveredby the amended settlement:

Goodyear is pursuing appeals of Holmes, Loughridge, Malek, Sumerel and Vista. Goodyear expects that except for liabilities associatedwith Holmes, Loughridge, Malek, Sumerel and Vista, and the 62 sites that opted out of the amended settlement, its liability with respect toEntran II matters will be addressed by the amended settlement. Of the 62 opt outs, 11 are homesites in Davis et al. v. Goodyear (CaseNo. 99CV594, District Court, Eagle County, Colorado) a matter expected to go to trial in 2005. In addition, one additional opt out is a plaintiffin Cross Mountain Ranch, LP v. Goodyear, which was filed on September 22, 2004. Goodyear has been informed that 3 to 4 additional optouts may file actions against the Company in the future.

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• Goodyear v. Vista Resorts, Inc. (Case No. 02CA1690, Colorado Court of Appeals), an action involving five homesites, in which a juryrendered a verdict in favor of the plaintiff real estate developer in the aggregate amount of approximately $5.9 million, which damageswere trebled under the Colorado Consumer Protection Act. The total damages awarded were approximately $22.7 million, includinginterest, attorney’s fees and costs;

• Sumerel et al. v. Goodyear et al (Case No. 02CA1997, Colorado Court of Appeals), a case involving six sites in which a judgment wasentered against Goodyear in the amount of $1.3 million plus interest and costs;

• Loughridge v. Goodyear and Chiles Power Supply, Inc. (Case No. 98-B-1302, United States District Court for the District of Colorado),a case consolidating claims involving 36 Entran II sites, in which a federal jury awarded 34 homeowners aggregate damages of$8.2 million, 50% of which was allocated to Goodyear. On September 8, 2003, an additional $5.7 million in prejudgment interest wasawarded to the plaintiffs, all of which was allocated to Goodyear.

Although the following actions are also not covered by the Amended Settlement, the Company will be entitled to a credit from thesettlement fund against amounts (if any) paid to the plaintiffs in these matters:

• Malek, et al. v. Goodyear (Case No. 02-B-1172, United States District Court for the District of Colorado), a case involving 25homesites, in which a federal jury awarded the plaintiffs aggregate damages of $8.1 million of which 40% was allocated to Goodyear.On July 12, 2004, judgment was entered in Malek and an additional $4.8 million in prejudgment interest was awarded to the plaintiffs,all of which was allocated to Goodyear; and

• Holmes v. Goodyear (Case No. 98CV268-A, District Court, Pitkin County, Colorado), a case involving one site in which the juryawarded the plaintiff $632,937 in damages, of which the jury allocated 20% to Goodyear, resulting in a net award against Goodyear of$126,587. The plaintiff was also awarded $367,860 in prejudgement interest and costs, all of which was allocated to Goodyear.

The ultimate cost of disposing of Entran II claims is dependent upon a number of factors, including the Company’s ability to resolve claimsnot subject to the amended settlement (including the cases in which the Company has received adverse judgments) and whether or notclaimants opting out of the amendment settlement pursue claims against Goodyear in the future.

Asbestos Litigation

As reported in the Form 10-Q for the quarter ended June 30, 2004, Goodyear was one of numerous defendants in legal proceedings incertain state and Federal courts involving approximately 123,300 claimants relating to their alleged exposure to materials containing asbestosin products allegedly manufactured by Goodyear or asbestos materials present in Goodyear’s facilities. During the third quarter of 2004,approximately 3,200 new claims were filed against Goodyear and approximately 800 were settled or dismissed. The amounts expended onasbestos defense and claim resolution during the third quarter and first nine months of 2004 were $7.8 million and $24.7 million, respectively(before recovery of insurance proceeds). At September 30, 2004, there were approximately 125,700 claims pending against Goodyear relatingto alleged asbestos-related diseases allegedly resulting from exposure to asbestos in products manufactured by Goodyear or in materialscontaining asbestos present in Goodyear facilities. The plaintiffs are seeking unspecified actual and punitive damages and other relief.

Antitrust Litigation

The Antitrust Division of the United States Department of Justice is conducting a grand jury investigation concerning the closure of aportion of the Company’s Bowmanville, Ontario conveyor belting plant announced in October 2003. In that connection, the Division hassought documents and other information from the Company and several associates. The plant was part of the Company’s Engineered Productsdivision and originally employed approximately 120 people. Engineered Products had approximately $1.2 billion in sales in 2003, includingapproximately $200 million of sales related to conveyer belting. Although the Company does not believe that it has violated the antitrust laws,it is cooperating with the Department of Justice and is conducting its own internal investigation.

Reference is made to the 2003 Form 10-K and the Form 10-Qs for the quarterly periods ended March 31, 2004 and June 30, 2004 foradditional discussion of legal proceedings.

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

The following table presents information with respect to repurchases of common stock made by the Company during the three monthsended September 30, 2004. These shares were delivered to the Company by employees as payment for the exercise price of stock options aswell as the withholding taxes due upon the exercise of the stock option.

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Total Number of Maximum NumberShares Purchased as of Shares that May

Part of Publicly Yet Be PurchasedTotal Number of Average Price Paid Announced Plans or Under the Plans or

Period Shares Purchased Per Share Programs Programs

7/1/04-7/31/04 — $ — — —8/1/04-8/31/04 29,670 10.90 — —9/1/04-9/30/04 1,399 11.27 — —Total 31,069 10.92 — —

ITEM 6. EXHIBITS

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

SIGNATURES

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

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THE GOODYEAR TIRE & RUBBER COMPANY(Registrant)

Date: November 9, 2004 By /s/ Thomas A. Connell

Thomas A. Connell, Vice President and Controller(Signing on behalf of Registrant as a duly authorized officer ofRegistrant and signing as the principal accounting officer ofRegistrant.)

THE GOODYEAR TIRE & RUBBER COMPANYQuarterly Report on Form 10-Q

For the Quarter Ended September 30, 2004

INDEX OF EXHIBITS

E-1

ExhibitTableItem ExhibitNo. Description of Exhibit Number

3 Articles of Incorporation and By-Laws

(a) Certificate of Amended Articles of Incorporation of The Goodyear Tire & Rubber Company, dated December 20, 1954,and Certificate of Amendment to Amended Articles of Incorporation of The Goodyear Tire & Rubber Company, datedApril 6, 1993, and Certificate of Amendment to Amended Articles of Incorporation of the Company dated June 4, 1996,three documents comprising the Company’s Articles of Incorporation, as amended (incorporated by reference, filed asExhibit 4.1 to the Company’s Registration Statement on Form S-3, File No. 333-90786).

(b) Code of Regulations of The Goodyear Tire & Rubber Company, adopted November 22, 1955, and amended April 5,1965, April 7, 1980, April 6, 1981, April 13, 1987 and May 7, 2003 (incorporated by reference, filed as Exhibit 3.1 to theCompany’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, File No. 1-1927).

4 Instruments Defining the Rights of Security Holders, Including Indentures

(a) Specimen nondenominational Certificate for shares of the Common Stock, Without Par Value, of the Company;EquiServe Trust Company, transfer agent and registrar (incorporated by reference, filed as Exhibit 4.4 to the Company’sRegistration Statement on Form S-3, File No. 333-90786).

(b) Indenture, dated as of March 15, 1996, between the Company and JPMorgan Chase Bank, as Trustee, as supplemented onDecember 3, 1996, March 11, 1998, and March 17, 1998 (incorporated by reference, filed as Exhibit 4.1 to theCompany’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, File No. 1-1927).

(c) Indenture, dated as of March 1, 1999, between the Company and JPMorgan Chase Bank, as Trustee, as supplemented onMarch 14, 2000 in respect of $300,000,000 principal amount of the Company’s 8.50% Notes due 2007 (incorporated byreference, filed as Exhibit 4.1, to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,File No. 1-1927), and as further supplemented on August 15, 2001, in respect of the Company’s $650,000,000 principalamount of the Company’s 7.857% Notes due 2011 (incorporated by reference, filed as Exhibit 4.3 to the Company’sQuarterly Report on Form 10-Q for the period ended September 30, 2001, File No. 1-1927).

(d) $750,000,000 Amended and Restated Revolving Credit Agreement dated as of March 31, 2003 among Goodyear, theLenders named therein, and JPMorgan Chase Bank, as Administrative Agent (incorporated by reference, filed as Exhibit4.1 to Goodyear’s Form 10-Q for the quarter ended March 31, 2003, File No. 1-1927).

(e) First Amendment dated as of February 19, 2004 to the $750,000,000 Amended and Restated Revolving Credit Agreementdated as of March 31, 2003, among Goodyear, JPMorgan Chase Bank, as Administrative Agent, and the lenders partythereto (incorporated by reference, filed as Exhibit 4.2 to Goodyear’s Annual Report on Form 10-K for the year endedDecember 31, 2003, File No. 1-1927).

(f) Second Amendment dated as of April 16, 2004 to the $750,000,000 Amended and Restated Revolving Credit Agreementdated as of March 31, 2003, as amended as of February 19, 2004, among Goodyear, JPMorgan Chase Bank, asAdministrative Agent, and the lenders party thereto (incorporated by reference, filed as Exhibit 4.3 to Goodyear’s AnnualReport on Form 10-K for the year ended December 31, 2003, File No. 1-1927).

(g) Third Amendment dated as of May 27, 2004, to the $750,000,000 Amended and Restated Revolving Credit Agreementdated as of March 31, 2003, among Goodyear, JPMorgan Chase Bank, as administrative agent, and the lenders partythereto

E-2


(incorporated by reference, filed as Exhibit 4.1 to Goodyear’s Form 10-Q for the quarter ended June 30, 2004, File No. 1-1927).

(h) $645,454,545 Term Loan Agreement dated as of March 31, 2003 among Goodyear, the Lenders named therein, andJPMorgan Chase Bank, as Administrative Agent (incorporated by reference, filed as Exhibit 4.2 to Goodyear’s Form 10-Q for the quarter ended March 31, 2003, File No. 1-1927).

(i) First Amendment dated as of February 19, 2004 to the $645,454,545 Term Loan Agreement dated as of March 31, 2003,among Goodyear, JPMorgan Chase Bank, as Administrative Agent, and the lenders party thereto (incorporated byreference, filed as Exhibit 4.4 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, FileNo. 1-1927).

(j) Term Loan and Revolving Credit Agreement dated as of March 31, 2003 among Goodyear, Goodyear Dunlop TiresEurope B.V., Goodyear Dunlop Tires Germany GmbH, Goodyear GmbH & Co KG, Dunlop GmbH & Co. KG, GoodyearLuxembourg Tires SA, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent and CollateralAgent (incorporated by reference, filed as Exhibit 4.3 to Goodyear’s Form 10-Q for the quarter ended March 31, 2003,File No. 1-1927).

(k) First Amendment dated as of February 19, 2004 to the Term Loan and Revolving Credit Agreement dated as ofMarch 31, 2003 among Goodyear, Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH,Goodyear GmbH & Co KG, Dunlop GmbH & Co. KG, Goodyear Luxembourg Tires SA, JPMorgan Chase Bank, asAdministrative Agent and Collateral Agent, and the lenders party thereto (incorporated by reference, filed as Exhibit 4.5to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).

(l) Second Amendment dated as of April 16, 2004 to the Term Loan and Revolving Credit Agreement dated as of March 31,2003, as amended as of February 19, 2004, among Goodyear, Goodyear Dunlop Tires Europe B.V., Goodyear DunlopTires Germany GmbH, Goodyear GmbH & Co KG, Dunlop GmbH & Co. KG, Goodyear Luxembourg Tires SA,JPMorgan Chase Bank, as Administrative Agent and Collateral Agent, and the lenders party thereto (incorporated byreference, filed as Exhibit 4.6 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, FileNo. 1-1927).

(m) Third Amendment dated as of May 18, 2004, to the 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 Luxembourg Tires SA, JPMorgan Chase Bank, as Administrative Agent,and the lenders party thereto (incorporated by reference, filed as Exhibit 4.2 to Goodyear’s Form 10-Q for the quarterended June 30, 2004, File No. 1-1927).

(n) Fourth Amendment dated as of May 27, 2004, to the 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 Luxembourg Tires SA, JPMorgan Chase Bank, as Administrative Agent,and the lenders party thereto (incorporated by reference, filed as Exhibit 4.3 to Goodyear’s Form 10-Q for the quarterended June 30, 2004, File No. 1-1927).

(o) 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 (incorporated by reference, filed as Exhibit 4.4 to Goodyear’sForm 10-Q for the quarter ended March 31, 2003, File No. 1-1927).

(p) First Amendment dated as of February 19, 2004 to the Term Loan and Revolving Credit Agreement dated as ofFebruary 19, 2004 among Goodyear, JPMorgan Chase Bank, as Administrative Agent, and the lenders party thereto(incorporated by reference, filed as Exhibit 4.7 to Goodyear’s Annual Report on Form 10-K for the year endedDecember 31, 2003, File No. 1-1927).

E-3


(q) Amended and Restated Term Loan and Revolving Credit Agreement dated as of February 19, 2004 among Goodyear,JPMorgan Chase Bank, as Administrative Agent, and the lenders party thereto (incorporated by reference, filed asExhibit 4.8 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).

(r) First Amendment dated as of April 16, 2004 to the Amended and Restated Term Loan and Revolving Credit Agreementdated as of February 19, 2004 among Goodyear, JPMorgan Chase Bank, as Administrative Agent, and the lenders partythereto (incorporated by reference, filed as Exhibit 4.9 to Goodyear’s Annual Report on Form 10-K for the year endedDecember 31, 2003, File No. 1-1927).

(s) Second Amendment dated as of May 27, 2004, to the Amended and Restated Term Loan and Revolving CreditAgreement dated as of February 19, 2004, among Goodyear, the lenders party thereto, JPMorgan Chase Bank, asAdministrative Agent (incorporated by reference, filed as Exhibit 4.4 to Goodyear’s Form 10-Q for the quarter endedJune 30, 2004, File No. 1-1927).

(t) Master Guarantee and Collateral Agreement dated as of March 31, 2003, as Amended and Restated as of February 20,2004, among Goodyear, the subsidiaries of Goodyear identified therein, the lenders party thereto and JP Morgan ChaseBank, as Collateral Agent (incorporated by reference, filed as Exhibit 4.10 to Goodyear’s Annual Report on Form 10-Kfor the year ended December 31, 2003, File No. 1-1927).

(u) Indenture dated as of March 12, 2004 among Goodyear, the subsidiary guarantors party thereto and Wells Fargo Bank,N.A., as Trustee (incorporated by reference, filed as Exhibit 4.11 to Goodyear’s Annual Report on Form 10-K for theyear ended December 31, 2003, File No. 1-1927).

(v) Note Purchase Agreement dated as of March 12, 2004 among Goodyear, certain subsidiaries of Goodyear and theinvestors listed therein (incorporated by reference, filed as Exhibit 4.12 to Goodyear’s Annual Report on Form 10-K forthe year ended December 31, 2003, File No. 1-1927).

(w) Registration Rights Agreement dated as of March 12, 2004 among Goodyear, certain subsidiaries of Goodyear and theinvestors listed therein (incorporated by reference, filed as Exhibit 4.13 to Goodyear’s Annual Report on Form 10-K forthe year ended December 31, 2003, File No. 1-1927).

(x) Collateral Agreement dated as of March 12, 2004 among Goodyear, certain subsidiaries of Goodyear and WilmingtonTrust Company, as Collateral Agent (incorporated by reference, filed as Exhibit 4.14 to Goodyear’s Annual Report onForm 10-K for the year ended December 31, 2003, File No. 1-1927).

(y) Lien Subordination and Intercreditor Agreement dated as of March 12, 2004 among Goodyear, certain subsidiaries ofGoodyear, JPMorgan Chase Bank and Wilmington Trust Company (incorporated by reference, filed as Exhibit 4.15 toGoodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).

(z) Guarantee and Collateral Agreement, dated as of August 17, 2004, among Goodyear, as Borrower, the subsidiaries ofGoodyear identified therein, and JPMorgan Chase Bank, as Collateral Agent.

4.1

(aa) Deposit-Funded Credit Agreement, dated as of August 17, 2004, among Goodyear, the lenders party thereto, the issuingbanks party thereto, JP Morgan Chase bank, as Administrative Agent, J.P. Morgan Securities Inc., as Joint Lead Arrangerand Sole Bookrunner, and BNP Paribas, as Joint Lead Arranger.

4.2

(bb) Note Purchase Agreement, dated June 28, 2004, among Goodyear and the purchasers listed therein. 4.3

(cc) Indenture, dated as of July 2, 2004, between Goodyear, as Company, and Wells Fargo Bank, N.A., as Trustee. 4.4

(dd) Registration Rights Agreement, dated as of July 2, 2004, among Goodyear, Goldman, Sachs & Co., Deutsche BankSecurities Inc., and J.P. Morgan Securities Inc.

4.5

In accordance with Item 601(b)(4)(iii) of Regulation S-K, agreements and instruments

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defining the rights of holders of long-term debt of the Company pursuant to which the amount of securities authorizedthereunder does not exceed 10% of the consolidated assets of the Company and its subsidiaries are not filed herewith.The Company hereby agrees to furnish a copy of any such agreement or instrument to the Securities and ExchangeCommission upon request.

10 Material Contracts

Amendment No. 3 to the Umbrella Agreement dated July 15, 2004, between the Company and Sumitomo RubberIndustries, Ltd.

10.1

Amendment No. 2 to the Shareholders Agreement for the Europe JVC dated July 15, 2004, among the Company,Goodyear S.A.(France), Goodyear S.A. (Luxembourg), Goodyear Canada Inc. and Sumitomo Rubber Industries, Ltd.

10.2

12 Statement re Computation of Ratios

(a) Statement setting forth the Computation of Ratio of Earnings to Fixed Charges. 12

31 302 Certifications

(a) Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.1

(b) Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2

32 906 Certifications

(a) Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of2002.

32.1

EXHIBIT 4.1

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

GUARANTEE AND COLLATERAL AGREEMENT

dated as of

August 17, 2004

among

THE GOODYEAR TIRE & RUBBER COMPANY, as Borrower,

The SUBSIDIARIES OF THE COMPANY Identified Herein

and

JPMORGAN CHASE BANK, as Collateral Agent

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

TABLE OF CONTENTS

<TABLE><CAPTION> Page ----<S> <C> ARTICLE I

Definitions

SECTION 1.01. Certain Defined Terms................................................................. 2

ARTICLE II

Guarantees

SECTION 2.01. Guarantees............................................................................ 12SECTION 2.02. Guarantee of Payment.................................................................. 12SECTION 2.03. No Limitations........................................................................ 12SECTION 2.04. Reinstatement......................................................................... 13SECTION 2.05. Agreement To Pay; Subrogation......................................................... 13SECTION 2.06. Information........................................................................... 14

ARTICLE III

Pledge of Securities

SECTION 3.01. Pledge................................................................................ 14SECTION 3.02. Voting Rights; Dividends and Interest................................................. 14

ARTICLE IV

Security Interests in Personal Property

SECTION 4.01. Creation of Security Interests........................................................ 16SECTION 4.02. Certain Filings....................................................................... 17SECTION 4.03. Representations and Warranties........................................................ 18SECTION 4.04. Covenants............................................................................. 18SECTION 4.05. Other Actions......................................................................... 20SECTION 4.06. Covenants Regarding Patent, Trademark and Copyright Collateral........................ 20SECTION 4.07. Lockbox System........................................................................ 21SECTION 4.08. Insurance............................................................................. 22

ARTICLE V

Other Pledges, Mortgages and Security Interests

SECTION 5.01. Summary of Certain Other Security Documents........................................... 22</TABLE>

<TABLE><S> <C>SECTION 5.02. Other Security Documents Subject to This Agreement.................................... 23

ARTICLE VI

Remedies

SECTION 6.01. Remedies Upon Default................................................................. 24SECTION 6.02. Exercise of Remedies under Other Security Documents................................... 25SECTION 6.03. Application of Proceeds............................................................... 26SECTION 6.04. Grant of License to Use Intellectual Property......................................... 27SECTION 6.05. Securities Act........................................................................ 27SECTION 6.06. Registration.......................................................................... 28

ARTICLE VII

Indemnity, Subrogation and Subordination

SECTION 7.01. Indemnity and Subrogation............................................................. 29SECTION 7.02. Contribution and Subrogation.......................................................... 29SECTION 7.03. Subordination......................................................................... 30

ARTICLE VIII

Concerning the Collateral Agent

SECTION 8.01. Limitations on Responsibility of Collateral Agent..................................... 30SECTION 8.02. Reliance by Collateral Agent; Indemnity Against Liabilities, etc...................... 31SECTION 8.03. Resignation and Removal of the Collateral Agent....................................... 32SECTION 8.04. Expenses and Indemnification.......................................................... 32

ARTICLE IX

Subordination of Certain Liens

SECTION 9.01. Perfection and Priority of Security Interests......................................... 33SECTION 9.02. No Interference; No Right to Instruct Collateral Agent; Payment Over; Reinstatement; Permitted Actions................................................ 34SECTION 9.03. Consent to Priming of Junior Lien on ABL Facilities Collateral........................ 35SECTION 9.04. Consent to Subordination of Junior Liens to Certain Refinancing Indebtedness.......... 36SECTION 9.05. Applicability of Lien Subordination Provisions of Master Guarantee and Collateral Agreement.................................................... 36</TABLE>

ii

<TABLE><S> <C> ARTICLE X

Subordination of Intercompany Indebtedness

SECTION 10.01. Subordination......................................................................... 37SECTION 10.02. Dissolution or Insolvency............................................................. 37SECTION 10.03. Subrogation........................................................................... 37SECTION 10.04. Other Creditors....................................................................... 38SECTION 10.05. No Waiver............................................................................. 38SECTION 10.06. Obligations Hereunder Not Affected.................................................... 38

ARTICLE XI

Miscellaneous

SECTION 11.01. Notices............................................................................... 39SECTION 11.02. Waivers; Amendment.................................................................... 39SECTION 11.03. Collateral Agent’s Fees and Expenses; Indemnification................................. 40SECTION 11.04. Successors and Assigns................................................................ 40SECTION 11.05. Survival of Agreement................................................................. 40SECTION 11.06. Counterparts; Effectiveness; Several Agreement........................................ 41SECTION 11.07. Severability.......................................................................... 41SECTION 11.08. Right of Set-Off...................................................................... 41SECTION 11.09. Governing Law; Jurisdiction; Consent to Service of Process............................ 42SECTION 11.10. WAIVER OF JURY TRIAL.................................................................. 42SECTION 11.11. Headings.............................................................................. 43SECTION 11.12. Security Interest Absolute............................................................ 43SECTION 11.13. Termination or Release................................................................ 43SECTION 11.14. Additional Grantors and Guarantors.................................................... 44SECTION 11.15. Collateral Agent Appointed Attorney-in-Fact........................................... 45</TABLE>

SCHEDULES:

Schedule I -- AircraftSchedule II -- Foreign Pledge AgreementsSchedule III -- Mortgages

EXHIBITS:

Exhibit I -- Form of Perfection Certificate

GUARANTEE AND COLLATERAL AGREEMENT dated as of August 17, 2004, among THE GOODYEAR TIRE & RUBBER COMPANY (the "Company"), the Subsidiaries of the Company identified herein and JPMORGAN CHASE BANK, as collateral agent (the "Collateral Agent").

A. The Lenders have agreed to extend credit to the Companyon the terms and subject to the conditions set forth in the Deposit-FundedCredit Agreement (such term and each other capitalized term used and nototherwise defined herein having the meaning assigned to it in Article I). Theobligations of the Lenders to extend such credit are conditioned upon theexecution and delivery of this Agreement by the Company, the Subsidiary Grantorsand the Subsidiary Guarantors. The Subsidiary Grantors and Subsidiary Guarantorsare subsidiaries of the Company, will derive substantial benefits from theextension of credit to the Company pursuant to the Deposit-Funded CreditAgreement and are willing to execute and deliver this Agreement in order toinduce the Lenders to extend such credit.

B. The Deposit-Funded Credit Agreement will refinance theUS Revolving Facility Agreement. The US Revolving Facility Obligations, togetherwith the obligations of the Company and the Subsidiaries under the NewFacilities Credit Agreements and certain other obligations, are secured underthe Master Guarantee and Collateral Agreement and the "Other SecurityDocuments", as defined therein.

C. The Master Guarantee and Collateral Agreement sets forththe relative priorities of the Liens securing the US Revolving FacilityObligations and the other obligations secured thereby. Section 11.04 of theMaster Guarantee and Collateral Agreement provides, inter alia, that in theevent the US Revolving Facility Obligations are refinanced, all Liens that underthe terms of the Master Guarantee and Collateral Agreement are junior andsubordinate to the Liens securing the US Revolving Facility Obligations shall,without any further action or consent by any secured party, be equally juniorand subordinated to the Liens securing the refinancing obligations.

D. Each of the New Facilities Credit Agreements requiresthat in the event the US Revolving Facility Obligations are refinanced, theholders of the refinancing obligations or an agent acting on their behalfexecute an agreement subordinating the liens securing such refinancingobligations to certain Liens that under the terms of the Master Guarantee andCollateral Agreement are senior to the Liens securing the US Revolving FacilityObligations.

E. The parties hereto have agreed, in accordance withSection 11.04 of the Master Guarantee and Collateral Agreement and therequirements of the New Facilities Credit Agreements, that the Obligations willbe secured by Liens on the Collateral that secured the US Revolving FacilityObligations, and that the Liens securing the Obligations will have the samepriorities relative to the other Liens created under or governed by the MasterGuarantee and Collateral Agreement as the Liens that secured the US RevolvingFacility Obligations.

F. The Obligations have been designated as "DesignatedSenior Obligations" under the Lien Subordination and Intercreditor Agreement,and the Liens securing the Obligations are accordingly senior to the Lienssecuring the Junior Obligations (as defined in the Lien Subordination andIntercreditor Agreement) on the terms set forth in the Lien Subordination andIntercreditor Agreement.

Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

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

(b) All terms defined in the Deposit-Funded Credit Agreementand not defined in this Agreement have the meanings specified therein. The rulesof construction specified in Section 1.04 of the Deposit-Funded Credit Agreementshall also apply to this Agreement; provided, that any reference herein to theMaster Guarantee and Collateral Agreement or to any "Other Security Document",as defined therein shall not be deemed to include any amendment to ormodification of such agreement after the date hereof that would adversely affectany rights or interests of the Secured Parties unless such amendment ormodification shall have been approved in writing by the Majority Lenders.

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

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

"ABL Facilities Collateral" means any and all of the followingassets and properties now owned or at any time hereafter acquired by any Grantoror in which such Grantor now has or at any time in the future may acquire anyright, title or interest: (a) all Accounts; (b) all Chattel Paper; (c) allDeposit Accounts (and all cash, checks and other negotiable instruments, fundsand other evidences of payment held therein); (d) all Inventory; (e) to theextent evidencing, governing, securing or otherwise related to the itemsreferred to in the preceding clauses (a), (b), (c) and (d), all Documents,General Intangibles (other than Intellectual Property and, in the case of anyGrantor that is organized under the laws of Canada or one or more provincesthereof, indemnification claims, contract rights (including rights under leases,whether entered into as lessor or lessee, Swap Agreements and other agreements),goodwill, registrations

2

and franchises), Instruments, Investment Property (other than (i) Pledged EquityInterests, (ii) Equity Interests in Luxembourg Finance, (iii) the EquityInterests described in clauses (b), (c) and (d) of the definition of ExcludedEquity Interests and (iv) Proceeds in respect of Equity Interests described inclauses (i), (ii) and (iii)) and Letter of Credit Rights; (f) all books andrecords related to the foregoing; and (g) all Proceeds of any and all of theforegoing and all collateral security and guarantees given by any Person withrespect to any of the foregoing. Notwithstanding the foregoing, any cashdeposited to collateralize Letter of Credit reimbursement obligations pursuantto the Deposit-Funded Credit Agreement will constitute US Facilities Article 9Collateral and not ABL Facilities Collateral.

"ABL Facilities Junior Liens" means all Liens on the ABLFacilities Collateral securing the Obligations.

"ABL Facilities Mortgages" means the "Mortgages" under and asdefined in the ABL Facilities Agreement.

"Acceptable Financing" means a credit facility extended to theCompany as a debtor-in-possession in a proceeding commenced by or against theCompany under the Bankruptcy Code that (a) replaces and results in the paymentof all amounts outstanding or owed to the lenders under the ABL FacilitiesAgreement at the time of the first extension of credit under such creditfacility made following the entry of a final order approving such creditfacility, (b) is arranged by J.P. Morgan Securities Inc. (or, if J.P. MorganSecurities Inc. shall elect not to arrange such credit facility, anotherrecognized provider of debtor-in-possession financings for substantial corporatedebtors that shall be a Lender under the Deposit-Funded Credit Agreement) and(c) provides for extensions of credit in an aggregate amount not in excess ofthe greater of (i) $1,950,000,000 and (ii) the amount available to be borrowedfrom time to time under the Borrowing Base under and as defined in the ABLFacilities Agreement as in effect at the commencement of such proceeding.

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

"Additional Subsidiary Agreement" has the meaning assigned tosuch term in Section 11.14.

"Agreement" means this Guarantee and Collateral Agreement.

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

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

3

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

"Aircraft Parts" means all engines and propellers (whether ornot affixed to any Aircraft) owned by any US Facilities Grantor and used orintended 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 connectionwith the Aircraft.

"Applicable Collateral Agent Obligations" has the meaningassigned to such term in the Master Guarantee and Collateral Agreement.

"Applicable Senior Lien Collateral Agent" means, as to anyApplicable Senior Lien, any collateral agent for the holders of the obligationssecured by such Applicable Senior Lien.

"Applicable Senior Liens" means (a) as to the ABL FacilitiesJunior Liens, the Liens on the ABL Facilities Collateral securing the ABLFacilities Obligations and the Applicable Collateral Agent Obligations and (b)as to the Luxembourg Finance Junior Liens, the Liens on the Luxembourg FinancePledged Collateral securing the European Facilities Obligations and theApplicable Collateral Agent Obligations.

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

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

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

"Canadian Intellectual Property Collateral" has the meaningassigned to such term in the Master Guarantee and Collateral Agreement.

"Canadian Security Agreements" means the Canadian Guaranteeand Collateral Agreement dated as of the date hereof, between Goodyear CanadaInc. and the Collateral Agent, and the Quebec Hypothec (as defined in theCanadian Guarantee and Collateral Agreement.

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

"Collateral" means the Pledged Collateral, the LuxembourgFinance Pledged Collateral, the Article 9 Collateral and the MortgagedCollateral.

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

4

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

"Consent Subsidiary" has the meaning assigned to such term inthe Deposit-Funded Credit Agreement.

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

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

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

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

"Credit Document" means the "Credit Documents" under and asdefined in the Deposit-Funded Credit Agreement.

"Credit Parties" means the Company and each Grantor andGuarantor.

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

"Deposit-Funded Credit Agreement" means the Deposit-FundedCredit Agreement dated as of August 17, 2004, among the Company, certainlenders, JPMCB,

5

as administrative agent, and BNP Paribas, as syndication agent, as amended fromtime to time.

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

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

"Excluded Equity Interests" means (a) Equity Interests in anySubsidiary with consolidated assets not greater than $10,000,000 as of June 30,2004, or as of the end of the most recent fiscal quarter for which financialstatements have been delivered pursuant to Section 5.01(a) or (b) of theDeposit-Funded Credit Agreement, (b) Equity Interests in any Consent Subsidiary,(c) Equity Interests in Goodyear Canada Inc. and Goodyear S.A. and (d) EquityInterests in any Foreign Subsidiary with respect to which a Financial Officerhas delivered a certificate in accordance with clause (B) of the proviso inSection 5.08(b) of the Deposit-Funded Credit Agreement.

"Excluded Operating Account" means payroll and other operatingaccounts of the Company or any other Grantor that are not used to receive (a)payments from any Account Debtor in respect of Accounts or (b) payments inrespect of Inventory, and containing only such amounts as are required in theCompany’s or such other Grantor’s good faith judgment for near-term operationalpurposes.

"FAA" means the Federal Aviation Administration or the UnitedStates Department of Transportation or both, as the context may require, or anysuccessors thereto.

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

"Foreign Pledge Agreements" has the meaning assigned to suchterm in the Deposit-Funded Credit Agreement.

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

"General Intangibles" means, as to any Grantor, all choses inaction and causes of action and all other intangible personal property of everykind and nature (other than Accounts) now owned or hereafter acquired by suchGrantor, including to the extent relevant corporate or other business records,indemnification claims, contract rights (including rights under leases, whetherentered into as lessor or lessee, Swap Agreements

6

and other agreements), Intellectual Property, goodwill, registrations,franchises, tax refund claims and any letter of credit, guarantee, claim,security interest or other security held by or granted to such Grantor to securepayment by an Account Debtor of any Accounts.

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

"Grantors" means the Company and the Subsidiary Grantors.

"Guarantors" means the Company and the Subsidiary Guarantors.

"Indemnified Party" has the meaning assigned to such term inSection 8.04.

"Indenture Basket" means 15% of the Shareholders’ Equity ofthe Company (as defined in the Indentures), as at the last day of the mostrecently ended fiscal quarter of the Company as of the date hereof, as reportedon the applicable consolidated balance sheet of the Company.

"Indenture Properties" means the "Restricted Property" (asdefined in the Indentures) of the Company and each "Restricted Subsidiary" (asdefined 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 datedas of March 1, 1999, between the Company and The Chase Manhattan Bank, astrustee, and (c) the Indenture dated as of June 1, 2002, between the Company andJPMCB, as trustee.

"Intellectual Property" means, as to any Grantor, allintellectual and similar property of every kind and nature now owned orhereafter acquired by such Grantor, including inventions, designs, Patents,Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietarytechnical and business information, know-how, show-how or other data orinformation, software and databases and all embodiments or fixations thereof andrelated documentation, registrations and franchises, and all additions,improvements and accessions to, and books and records describing or used inconnection with, any of the foregoing.

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

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

"Junior Liens" means the ABL Facilities Junior Liens and theLuxembourg Finance Junior Liens.

7

"JPMCB" means JPMorgan Chase Bank and its successors.

"JV" means Goodyear Dunlop Tires Europe B.V., a Subsidiaryorganized in the Netherlands and a joint venture of the Company and SumitomoRubber Industries.

"Lenders" means, collectively, the "Lenders" under and asdefined in the Deposit-Funded Credit Agreement.

"License" means any Patent License, Trademark License,Copyright License or other license or sublicense agreement to which any Grantoris a party.

"Lien Subordination and Intercreditor Agreement" means theLien Subordination and Intercreditor Agreement dated as of March 12, 2004, amongJPMCB, as Collateral Agent under the New Facilities Credit Agreements and,pursuant to an Accession Agreement being delivered under Section 4.01 thereof,the Deposit-Funded Credit Agreement, Wilmington Trust Company, as collateralagent for holders of the Initial Junior Indebtedness, as defined therein, theCompany and the subsidiaries of the Company named therein, as amended from timeto time.

"Local Collection Account" means a deposit account of aGrantor not subject to the control of the Collateral Agent pursuant to theLockbox System; provided that (a) such account shall not receive any payments inrespect of Accounts or Inventory other than that generated or sold by Goodyear’sretail or Wingfoot divisions and (b) the applicable Grantor shall haveirrevocably instructed the Deposit Account Institution at which such depositaccount is maintained to remit all funds on deposit in such deposit account to aDeposit Account in the Lockbox System periodically, and in no event lessfrequently than weekly, such instructions to be given (i) in the case of a LocalCollection Account in existence on the Effective Date, no later than 45 daysafter the Effective Date and (ii) in the case of a Local Collection Accountopened after the Effective Date, as promptly as practicable (and in no eventlater than 10 Business Days) after the opening of such Local Collection Account.

"Lockbox Agreement" means a Lockbox Agreement in a formapproved by the Collateral Agent, among a Grantor, the Collateral Agent and aDeposit Account Institution.

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

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

"Luxembourg Finance Junior Liens" means all Liens on theLuxembourg Finance Pledged Collateral securing the Obligations.

"Luxembourg Finance Pledge Agreement" means the pledge overshares of Goodyear Finance Holding S.A. between the Company, GoodyearInternational Corporation and the Collateral Agent to be entered into on oraround August 17, 2004, as amended from time to time.

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"Luxembourg Finance Pledged Collateral" means all theCompany’s right, title and interest in, to and under (a) the Equity Interests inLuxembourg Finance owned by it on the date hereof or obtained by it in thefuture, (b) subject to the provisions of the Luxembourg Finance PledgeAgreement, all payments of dividends, cash, instruments and other property fromtime to time received, receivable or otherwise distributed in respect of, inexchange for or upon the conversion of, and all other Proceeds received inrespect of, such Equity Interests; (c) subject to the provisions of theLuxembourg Finance Pledge Agreement, all rights and privileges of the Companywith respect to the securities and other property referred to in clauses (a) and(b) above; and (d) all Proceeds of any of the foregoing; provided that theLuxembourg Finance Pledged Collateral shall not include more than 65% of theissued and outstanding Equity Interests of Luxembourg Finance.

"Master Guarantee and Collateral Agreement" means the MasterGuarantee and Collateral Agreement dated as of March 31, 2003, as Amended andRestated as of February 20, 2004, among the Company, the Subsidiary Guarantors,the Grantors, certain other Subsidiaries and JPMCB, in its capacity asCollateral Agent under the New Facilities Credit Agreements.

"Material Intellectual Property" means "Material IntellectualProperty" under and as defined in the Deposit-Funded Credit Agreement.

"Mortgaged Properties" means the properties subject to theMortgages.

"Mortgages" means the "Mortgages" under and as defined in theDeposit-Funded Credit Agreement.

"New Facilities Credit Agreements" means the EuropeanFacilities Agreement and the ABL Facilities Agreement.

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

"Obligations" means the "Obligations" under and as defined inthe Deposit-Funded Credit Agreement.

"Other Security Documents" means the Luxembourg Finance PledgeAgreement, the Canadian Security Agreements, the Foreign Pledge Agreements andthe Mortgages.

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

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"Patents" means all of the following now owned or hereafteracquired by any Grantor: (a) all letters patent of the United States or theequivalent thereof in any other country, all registrations and recordingsthereof, and all applications for letters patent of the United States or theequivalent thereof in any other country, including registrations, recordings andpending applications in the United States Patent and Trademark Office or anysimilar offices in any other country, including those listed on Schedule II tothe Perfection Certificate, as updated from time to time pursuant to Section4.04(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 claimedtherein.

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

"Pledged Collateral" means (a) the Pledged Equity Interests,(b) the Pledged Debt Securities, (c) subject to Section 3.02, all payments ofprincipal or interest, dividends, cash, instruments and other property from timeto time received, receivable or otherwise distributed in respect of, in exchangefor 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 toSection 3.02, all rights and privileges of each Grantor with respect to thesecurities and other property referred to in clauses (a), (b) and (c) above; and(e) all Proceeds of any of the foregoing.

"Pledged Debt Securities" means all debt securities (asdefined in Article 8 of the New York UCC) owned by any Grantor on the datehereof or obtained by it in the future, and any promissory notes or otherinstruments evidencing any such debt securities.

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

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

"Secured Parties" means the "Secured Parties" under and asdefined in the Deposit-Funded Credit Agreement.

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

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"Subsidiary Grantors" means each Subsidiary that is listedunder the heading "Grantor" on the signature pages hereto or that becomes aGrantor pursuant to Section 11.14.

"Subsidiary Guarantors" means each Subsidiary that is listedunder the heading "Guarantor" on the signature pages hereto or that becomes aGuarantor pursuant to Section 11.14.

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

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

"Trademark License" means any written agreement, now orhereafter in effect, granting to any third party any right to use any trademarknow or hereafter owned by any Grantor or that any such Grantor otherwise has theright to license, or granting to any Grantor any right to use any trademark nowor hereafter owned by any third party, and all rights of any such Grantor underany such agreement.

"Trademarks" means all of the following now owned or hereafteracquired by any Grantor: (a) all trademarks, service marks, trade names,corporate names, company names, business names, fictitious business names, tradestyles, trade dress, logos, other source or business identifiers, designs andgeneral intangibles of like nature, now existing or hereafter adopted oracquired, all registrations and recordings thereof, and all registration andrecording applications filed in connection therewith, including registrationsand registration applications in the United States Patent and Trademark Officeor any similar offices in any State of the United States or any other country orany political subdivision thereof, and all extensions or renewals thereof,including those listed on Schedule II to the Perfection Certificate, as updatedfrom time to time pursuant to Section 4.04(c), (b) all goodwill associatedtherewith or symbolized thereby and (c) all other assets, rights and intereststhat uniquely reflect or embody such goodwill.

" US Facilities Article 9 Collateral" means any and all of thefollowing assets and properties now owned or at any time hereafter acquired byany Grantor or in which such Grantor now has or at any time in the future mayacquire 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) Pledged Equity Interests, (ii) Equity Interests in LuxembourgFinance, (iii) the Equity Interests described in clauses (b), (c) and (d) of thedefinition of Excluded Equity Interests and (iv) Proceeds in respect of EquityInterests described in clauses (i), (ii) and (iii)); (f) all Letter-of-Creditrights; (g) all books and records pertaining to any of the foregoing; (h) allAircraft Collateral; (i) all cash deposited to collateralize Letter of Creditreimbursement obligations pursuant to the Deposit-Funded Credit Agreement and(j) to the extent not otherwise included, all

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Proceeds and products of any and all of the foregoing and all collateralsecurity and guarantees given by any Person with respect to any of theforegoing; provided, however, that, notwithstanding any of the foregoingprovisions of this definition, the Article 9 Collateral shall not include (i)any ABL Facilities Collateral, (ii) Consent Assets or (iii) more than 65% of theissued and outstanding Equity Interests of Luxembourg Finance.

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

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

ARTICLE II

Guarantees

SECTION 2.01. Guarantees. Each Guarantor irrevocably andunconditionally guarantees, as a primary obligor and not merely as a surety, thedue and punctual payment and performance of the Obligations, jointly with theother Guarantors and severally. Each of the Guarantors further agrees that theObligations may be extended or renewed, in whole or in part, without notice toor further assent from it, and that it will remain bound upon its guaranteenotwithstanding any extension or renewal of any Obligation. Each of theGuarantors waives presentment to, demand of payment from and protest to theCompany or any other Credit Party of any of the Obligations, and also waivesnotice of acceptance of its guarantee, notice of protest for nonpayment and allsimilar formalities.

SECTION 2.02. Guarantee of Payment. Each of the Guarantorsfurther agrees that its guarantee hereunder constitutes a guarantee of paymentwhen due and not of collection, and waives any right to require that any resortbe had by the Collateral Agent or any other Secured Party to any security heldfor the payment of the Obligations or to any balance of any deposit account orcredit on the books of the Collateral Agent or any other Secured Party in favorof the Company or any other Person.

SECTION 2.03. No Limitations. (a) Except for termination of aGuarantor’s obligations hereunder as expressly provided in Section 11.13, theobligations of each Guarantor hereunder shall not be subject to any reduction,limitation, impairment or termination for any reason, including any claim ofwaiver, release, surrender, alteration or compromise, and shall not be subjectto any defense or set-off, counterclaim, recoupment or termination whatsoever byreason of the invalidity, illegality or unenforceability of the Obligations orotherwise. Without limiting the generality of the foregoing, the obligations ofeach Guarantor hereunder shall not be discharged or impaired or otherwiseaffected by (i) the failure of the Collateral Agent or any other Secured Partyto assert any claim or demand or to enforce any right or remedy under the

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provisions of any Credit Document or otherwise; (ii) any rescission, waiver,amendment or modification of, or any release from any of the terms or provisionsof, any Credit Document or any other agreement, including with respect to anyother Guarantor under this Agreement; (iii) the release of any security held bythe Collateral Agent or any other Secured Party for the Obligations; (iv) anydefault, failure or delay, wilful or otherwise, in the performance of theObligations; or (v) any other act or omission that may or might in any manner orto any extent vary the risk of such Guarantor or otherwise operate as adischarge of such Guarantor as a matter of law or equity (other than theindefeasible payment in full in cash of all the Obligations). Each Guarantorexpressly authorizes the Secured Parties to take and hold security for thepayment and performance of the Obligations, to exchange, waive or release any orall such security (with or without consideration), to enforce or apply suchsecurity and direct the order and manner of any sale thereof in their solediscretion or to release or substitute any one or more other guarantors orobligors upon or in respect of the Obligations, all without affecting theobligations of such Guarantor hereunder.

(b) To the fullest extent permitted by applicable law, eachGuarantor waives any defense based on or arising out of any defense of theCompany or any other Credit Party or the unenforceability of the Obligations orany part thereof from any cause, or the cessation from any cause of theliability of the Company or any other Credit Party, other than the indefeasiblepayment in full in cash of all the Obligations. The Collateral Agent and theother Secured Parties may, at their election, foreclose on any security held byone or more of them by one or more judicial or nonjudicial sales, accept anassignment of any such security in lieu of foreclosure, compromise or adjust anypart of the Obligations, make any other accommodation with the Company or anyother Credit Party or exercise any other right or remedy available to themagainst the Company or any other Credit Party, in each case without affecting orimpairing in any way the liability of any Guarantor hereunder except to theextent the Obligations have been fully and indefeasibly paid in full in cash. Tothe fullest extent permitted by applicable law, each Guarantor waives anydefense arising out of any such election even though such election operates,pursuant to applicable law, to impair or to extinguish any right ofreimbursement or subrogation or other right or remedy of such Guarantor againstthe Company or any other Credit Party, as the case may be, or any security.

SECTION 2.04. Reinstatement. Each of the Guarantors agreesthat its guarantee hereunder shall continue to be effective or be reinstated, asthe case may be, if at any time payment, or any part thereof, of any Obligationis rescinded or must otherwise be restored by the Collateral Agent or any otherSecured Party upon the bankruptcy or reorganization of the Company, any otherCredit Party or otherwise.

SECTION 2.05. Agreement To Pay; Subrogation. In furtherance ofthe foregoing and not in limitation of any other right that the Collateral Agentor any other Secured Party has at law or in equity against any Guarantor byvirtue hereof, upon the failure of the Company or any other Credit Party to payany Obligation when and as the same shall become due, whether at maturity, byacceleration, after notice of prepayment or otherwise, such Guarantor herebypromises to and will forthwith pay, or cause to be paid, to the Collateral Agentfor distribution to the applicable Secured Parties in cash the

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amount of such unpaid Obligation. Upon payment by any Guarantor of any sums tothe Collateral Agent as provided above, all rights of such Guarantor against theCompany or any other Credit Party arising as a result thereof by way of right ofsubrogation, contribution, reimbursement, indemnity or otherwise shall in allrespects be subordinate to the Obligations of the Company or such Credit Partyon the terms set forth in Article X.

SECTION 2.06. Information. Each Guarantor assumes allresponsibility for being and keeping itself informed of the Company’s and eachother Credit Party’s financial condition and assets, and of all othercircumstances bearing upon the risk of nonpayment of the Obligations and thenature, scope and extent of the risks that such Guarantor assumes and incurshereunder, and agrees that none of the Collateral Agent or the other SecuredParties will have any duty to advise such Guarantor of information known to itor any of them regarding such circumstances or risks.

ARTICLE III

Pledge of Securities

SECTION 3.01. Pledge. As security for the payment orperformance, as the case may be, in full of the Obligations, each Grantor herebygrants to the Collateral Agent, its successors and assigns a security interestin all such Grantor’s right, title and interest in, to and under the PledgedCollateral, to have and to hold all such Pledged Collateral, together with allright, title, interest, powers, privileges and preferences pertaining orincidental thereto, for the benefit of the Secured Parties; subject, however, tothe terms, covenants and conditions hereinafter set forth.

SECTION 3.02. Voting Rights; Dividends and Interest. (a)Unless and until an Event of Default shall have occurred and be continuing andthe Collateral Agent shall have notified the Grantors that their rights underthis Section 3.02 are being suspended:

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

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

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(iii) Each 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 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 Deposit-Funded Credit Agreement, the other Credit Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in exchange for 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 Pledged Collateral.

(b) Upon the occurrence and during the continuance of an Eventof Default, after the Collateral Agent shall have notified the Grantors of thesuspension of their rights under paragraph (a)(iii) of this Section, then allrights of any Grantor to dividends, interest, principal or other distributionsthat such Grantor is authorized to receive pursuant to paragraph (a)(iii) ofthis Section shall cease, and all such rights shall thereupon become vested inthe Collateral Agent, which shall have the sole and exclusive right andauthority to receive and retain such dividends, interest, principal or otherdistributions. All dividends, interest, principal or other distributionsreceived by any Grantor contrary to the provisions of this Section shall be heldin trust for the benefit of the Collateral Agent, shall be segregated from otherproperty or funds of such Grantor and shall be forthwith delivered to theCollateral Agent upon demand in the form in which so received (with anynecessary endorsement). Any and all money and other property paid over to orreceived 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 bythe Collateral Agent upon receipt of such money or other property and shall beapplied in accordance with the provisions of Section 6.03. After all Events ofDefault have been cured or waived and the Company has delivered to theCollateral Agent a certificate to that effect, the Collateral Agent shall(subject to any applicable provisions of the Master Guarantee and CollateralAgreement) promptly repay to each Grantor (without interest) all dividends,interest, principal or other distributions that such Grantor would otherwise bepermitted to retain pursuant to the terms of paragraph (a)(iii) of this Sectionand that remain in such account.

(c) Upon the occurrence and during the continuance of an Eventof Default, after the Collateral Agent shall have notified the Grantors of thesuspension of their rights under paragraph (a)(i) of this Section, then allrights of any Grantor to exercise the voting and consensual rights and powers itis entitled to exercise pursuant to paragraph (a)(i) of this Section, and theobligations of the Collateral Agent under paragraph (a)(ii) of this Section,shall cease, and all such rights shall thereupon become vested in the CollateralAgent, which shall have the sole and exclusive right and authority to exercisesuch voting and consensual rights and powers; provided that, unless otherwise

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directed by the Majority Lenders under the Deposit-Funded Credit Agreement, theCollateral Agent shall have the right from time to time following and during thecontinuance of an Event of Default to permit the Grantors to exercise suchrights.

(d) Any notice given by the Collateral Agent to the Grantorssuspending their rights under paragraph (a) of this Section (i) may be given bytelephone if promptly confirmed in writing, (ii) may be given to one or more ofthe Grantors at the same or different times and (iii) may suspend the rights ofthe Grantors under paragraph (a)(i) or paragraph (a)(iii) in part withoutsuspending all such rights (as specified by the Collateral Agent in its sole andabsolute discretion) and without waiving or otherwise affecting the CollateralAgent’s rights to give additional notices from time to time suspending otherrights 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 securityfor the payment or performance, as the case may be, in full of the Obligations,each Grantor hereby grants to the Collateral Agent, its successors and assigns,for the benefit of the Secured Parties, a security interest in all right, titleor interest in or to any and all the US Facilities Article 9 Collateral (otherthan, in the case of the Company only, any such US Facilities Article 9Collateral constituting a "manufacturing facility", as defined in the SwissFranc Bond Agreement) now owned or at any time hereafter acquired by suchGrantor or in which such Grantor now has or at any time in the future mayacquire any right, title or interest.

(b) As security for the payment or performance, as the casemay be, in full of the Obligations, the Company hereby grants to the CollateralAgent, its successors and assigns, for the benefit of the Secured Parties, asecurity interest in all right, title or interest in or to any and all the USFacilities Article 9 Collateral constituting a "manufacturing facility", asdefined in the Swiss Franc Bond Agreement, now owned or at any time hereafteracquired by it or in which it now has or at any time in the future may acquireany right, title or interest. As provided in Section 11.04 of the MasterGuarantee and Collateral Agreement, the security interests and Liens created bythis paragraph and by the Mortgages shall have the same priorities (which maydiffer as to different amounts of the Obligations secured thereby as provided inthe Master Guarantee and Collateral Agreement) as the security interests andLiens that secured the US Revolving Facility Obligations relative to the othersecurity interests in and Liens on "manufacturing facilities" of the Company(including the security interests securing Swiss Franc Obligations) createdunder the Master Guarantee and Collateral Agreement and the "US FacilitiesMortgages" and "ABL Facilities Mortgages" (as such terms are defined in theMaster Guarantee and Collateral Agreement).

(c) As security for the payment or performance, as the casemay be, in full of the Obligations, each Grantor hereby grants to the CollateralAgent, its successors and

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assigns, for the benefit of the Secured Parties, a security interest in, allright, title or interest in or to any and all the ABL Facilities Collateral nowowned or at any time hereafter acquired by such Grantor or in which such Grantornow has or at any time in the future may acquire any right, title or interest;the Secured Parties agree that the foregoing assignment, pledge and grant shallbe on a junior basis and shall be subordinated as described in, and subject to,Article IX.

(d) Notwithstanding anything in this Section or in any OtherSecurity Document to the contrary, the aggregate amount of the Obligations andof the "Obligations" (as such term is defined in the Master Guarantee andCollateral Agreement) secured by (i) the security interests granted under thisSection, (ii) the security interests granted under Section 4.01 of the MasterGuarantee and Collateral Agreement and (iii) the Liens created under theMortgages or under the "US Facilities Mortgages" or "ABL Facilities Mortgages"(as such terms are defined in the Master Guarantee and Collateral Agreement), ineach case in or on the Indenture Properties, shall not exceed the IndentureBasket (it being agreed that the obligations excluded by this paragraph andparagraph (m) of Section 4.01 of the Master Guarantee and Collateral Agreementfrom the benefits of such security interests in and Liens on the IndentureProperties will be determined based on the priority of the security interestsand Liens securing the applicable obligations as set forth herein and in theMaster Guarantee and Collateral Agreement (including Section 11.04 thereof),with the obligations secured by the most junior security interests and Liensbeing the first excluded).

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

SECTION 4.02. Certain Filings. (a) Each Grantor herebyirrevocably authorizes the Collateral Agent at any time and from time to time tofile in any relevant jurisdiction any initial financing statements (includingfixture filings) with respect to the Article 9 Collateral of such Grantor or anypart thereof and amendments thereto that contain the information required byArticle 9 of the Uniform Commercial Code of each applicable jurisdiction for thefiling of any financing statement or amendment, including (i) whether suchGrantor is an organization, the jurisdiction in which it is organized, the typeof organization and any organizational identification number issued to suchGrantor 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 Collateralrelates. Each Grantor agrees to provide such information to the Collateral Agentpromptly upon request. Each Grantor also ratifies its authorization for theCollateral Agent to file in any relevant jurisdiction any initial financingstatements or amendments thereto if filed prior to the date hereof.

(b) The Collateral Agent is further authorized to file withthe United States Patent and Trademark Office or United States Copyright Office(or any successor office or any similar office in any other country) suchdocuments as may be necessary or advisable for the purpose of perfecting,confirming, continuing, enforcing or protecting

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any security interest granted by any Grantor in any Material IntellectualProperty, without the signature of such Grantor, and naming such Grantor or theGrantors as debtors and the Collateral Agent as secured party.

SECTION 4.03. Representations and Warranties. The Grantorsjointly and severally represent and warrant to the Collateral Agent and theSecured Parties that each Grantor has good and valid rights (including ownershiprights) in the material Article 9 Collateral with respect to which it haspurported to grant a security interest hereunder.

SECTION 4.04. Covenants. (a) Each Grantor agrees promptly (andin any event within 30 days) to notify the Collateral Agent in writing of anychange (i) in its corporate name, (ii) in the location of its chief executiveoffice, (iii) in its identity or type of organization or corporate structure,(iv) in its Federal Taxpayer Identification Number or organizationalidentification number or (v) in its jurisdiction of organization. Each Grantoragrees promptly to provide the Collateral Agent with certified organizationaldocuments reflecting any of the changes described in the first sentence of thisparagraph.

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

(c) Each year, at the time of delivery of annual financialstatements of the Company with respect to the preceding fiscal year pursuant toeach Credit Agreement, the Company shall deliver to the Collateral Agent acertificate executed on behalf of the Company by a Financial Officer and a legalofficer of the Company setting forth the information required pursuant to thePerfection Certificate (including the Schedules thereto) or confirming thatthere has been no change in such information since the date of such certificateor the date of the most recent certificate delivered pursuant to this paragraph,and setting forth for any Aircraft owned by any Grantor and not already listedon Schedule I hereto information sufficient to permit the Collateral Agent tofile notices of its security interests in such Aircraft with the FederalAviation Administration, including the model number, the tail number, the name,the serial number and the location of such Aircraft (and Schedule I shall beautomatically updated to list any Aircraft identified in any such certificate).

(d) The Collateral Agent and such Persons as the CollateralAgent may reasonably designate shall have the right, at the Grantors’ own costand expense, to inspect the Article 9 Collateral and the premises upon which anyof the Article 9 Collateral is located and to verify under reasonableprocedures, in accordance with the

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provisions of the Deposit-Funded Credit Agreement, the validity, amount,quality, quantity, value, condition and status of, or any other matter relatingto, the Article 9 Collateral, including, only after the occurrence and duringthe continuance of an Event of Default, in the case of Accounts or Article 9Collateral in the possession of any third person, by contacting Account Debtorsor the third person possessing such Article 9 Collateral for the purpose ofmaking such a verification. The Collateral Agent shall have the absolute rightto share any information it gains from such inspection or verification with anySecured Party.

(e) At its option, the Collateral Agent may discharge past duetaxes, assessments, charges, fees, Liens, security interests or otherencumbrances at any time levied or placed on the Article 9 Collateral and notpermitted pursuant to the Deposit-Funded Credit Agreement, and may pay for themaintenance and preservation of the Article 9 Collateral to the extent anyGrantor fails to do so as required by the Deposit-Funded Credit Agreement orthis Agreement, and each Grantor jointly and severally agrees to reimburse theCollateral Agent on demand for any payment made or any expense incurred by theCollateral Agent pursuant to the foregoing authorization; provided that nothingin this paragraph shall be interpreted as excusing any Grantor from theperformance of, or imposing any obligation on the Collateral Agent or anySecured Party to perform, any covenants or other promises of any Grantor withrespect to taxes, assessments, charges, fees, Liens, security interests or otherencumbrances and maintenance as set forth herein or in the other CreditDocuments.

(f) The Grantors, at their own expense, shall maintain orcause to be maintained insurance covering physical loss or damage to theInventory and Equipment included in the Article 9 Collateral in accordance withthe requirements set forth in the Deposit-Funded Credit Agreement. Each Grantorirrevocably makes, constitutes and appoints the Collateral Agent (and allofficers, employees or agents designated by the Collateral Agent) as suchGrantor’s true and lawful agent (and attorney-in-fact) for the purpose, duringthe continuance of an Event of Default, of making, settling and adjusting claimsin respect of Article 9 Collateral under policies of insurance, endorsing thename of such Grantor on any check, draft, instrument or other item of paymentfor the proceeds of such policies of insurance and for making all determinationsand decisions with respect thereto. In the event that any Grantor at any time ortimes shall fail to obtain or maintain any of the policies of insurance requiredhereby or to pay any premium in whole or part relating thereto, the CollateralAgent may, without waiving or releasing any obligation or liability of theGrantors hereunder or any Event of Default, in its sole discretion, obtain andmaintain such policies of insurance and pay such premiums and take any otheractions with respect thereto as the Collateral Agent deems advisable. All sumsdisbursed by the Collateral Agent in connection with this paragraph, includingreasonable attorneys’ fees, court costs, expenses and other charges relatingthereto, shall be payable, upon demand, by the Grantors to the Collateral Agentand shall be additional Obligations secured hereby.

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

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

SECTION 4.06. Covenants Regarding Patent, Trademark andCopyright Collateral. (a) Each Grantor agrees that it will not do or omit to doany act (and will exercise commercially reasonable efforts to prevent itslicensees from doing or omitting to do any act) whereby any Patent constitutingMaterial Intellectual Property may become invalidated or dedicated to thepublic, and agrees that it shall continue to mark any products covered by suchPatent with the relevant patent number consistent with good business judgment toestablish and preserve its rights under applicable patent laws.

(b) Each Grantor (either itself or through its licensees orits sublicensees) will, for each Trademark constituting Material IntellectualProperty, (i) maintain such Trademark in full force free from any claim ofabandonment or invalidity for non-use, (ii) maintain the quality of products andservices offered under such Trademark, (iii) display such Trademark with noticeof Federal or foreign registration consistent with good business judgment toestablish and preserve its rights under applicable law and (iv) not knowinglyuse or knowingly permit the use of such Trademark in violation of any thirdparty rights.

(c) Each Grantor (either itself or through its licensees orsublicensees) will, for each work covered by a Copyright constituting MaterialIntellectual Property, continue to publish, reproduce, display, adopt anddistribute the work with appropriate copyright notice consistent with goodbusiness judgment to establish and preserve its rights under applicablecopyright laws.

(d) Each Grantor shall notify the Collateral Agent promptly ifit knows or has reason to know that any Patent, Trademark or Copyrightconstituting Material Intellectual Property may become abandoned, lost ordedicated to the public, or of any materially adverse determination ordevelopment (including the institution of, or any such determination ordevelopment 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 Grantor’s ownership of any Patent, Trademark or Copyright, itsright to register the same, or its right to keep and maintain the same; providedthat such notification need not be given if such impairment of such IntellectualProperty is not material viewed against the Material Intellectual Property as awhole.

(e) Each Grantor will take all steps consistent with goodbusiness judgment that are consistent with the practice in any proceeding beforethe United States Patent and Trademark Office, United States Copyright Office orany office or agency in

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any political subdivision of the United States or in any other country or anypolitical subdivision thereof, to maintain and pursue each application relatingto the Patents, Trademarks and/or Copyrights constituting Material IntellectualProperty (and to obtain the relevant grant or registration) and to maintain eachissued Patent and each registration of the Trademarks and Copyrightsconstituting Material Intellectual Property, including timely filings ofapplications for renewal, affidavits of use, affidavits of incontestability andpayment of maintenance fees, and, if consistent with good business judgment, toinitiate opposition, interference and cancelation proceedings against thirdparties.

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

SECTION 4.07. Lockbox System. (a) The Grantors agree, at alltimes when the ABL Facilities Agreement shall remain in effect, to comply, forthe benefit of the Secured Parties, with the requirements of Section 4.07 of theMaster Guarantee and Collateral Agreement, and compliance with such requirementsshall, at all times when the ABL Facilities Agreement shall remain in effect, bedeemed to satisfy the requirements of paragraph (b) below, notwithstandinganything in such paragraph (b) to the contrary.

(b) The Grantors shall maintain, subject to the control of theCollateral Agent pursuant to the Lockbox Agreements, a system of lockboxes andrelated Deposit Accounts (the "Lockbox System"). Each Grantor agrees that itshall have no Deposit Accounts other than (a) Deposit Accounts in the LockboxSystem, (b) Excluded Operating Accounts and (c) Local Collection Accounts. EachGrantor further agrees (i) to cause at all times to be in effect with respect toeach Deposit Account Institution at which any Deposit Account (other than anExcluded Operating Account or a Local Collection Account) is maintained aLockbox Agreement with respect to each such Deposit Account, (ii) to notify anddirect promptly each Account Debtor and every other Person obligated to makepayments on Accounts or in respect of any Inventory to make all such paymentsdirectly to one or more Deposit Accounts in the Lockbox System (or, in the caseof Accounts or Inventory of the Company’s retail or Wingfoot divisions, LocalCollection Accounts) or related lockboxes, (iii) to use all reasonable effortsto cause each such Account Debtor and other Person to make all payments withrespect to Accounts and Inventory directly to one or more Deposit Accounts inthe Lockbox System (or, in the case of Accounts or Inventory of the Company’sretail or Wingfoot divisions, Local Collection Accounts) or related lockboxes,(iv) promptly to deposit all payments received by it on account of Accounts andInventory, whether in the form of cash, checks, notes, drafts, bills ofexchange, money orders or otherwise, in one or more Deposit Accounts in theLockbox System (or, in the case of Accounts or Inventory of the Company’s retailor Wingfoot divisions, Local Collection Accounts) or related lockboxes in theform in which received (but with any endorsements of such Grantor necessary fordeposit or collection), (v) to maintain at all times a Collateral ProceedsAccount in the United States, a U.S. dollar and a Canadian dollar CollateralProceeds Account in Canada and the RBC Deposit Account, in each case on termsreasonably satisfactory to the

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Collateral Agent and (vi) to maintain in effect agreements with the applicableDeposit Account Institutions under which all amounts on deposit in each DepositAccount (other than Excluded Operating Accounts and Local Collection Accounts)located in the United States and in Canada will be paid to the Collateral Agentfor deposit in the Collateral Proceeds Account located in the United States orin the RBC Account, respectively, at the end of each Business Day, and underwhich all amounts in the RBC Account will be paid not less often than weeklyinto the Collateral Proceeds Accounts in Canada in same day funds. So long as noEvent of Default has occurred and is continuing, the Collateral Agent shallpromptly (and no less frequently than each Business Day) remit any funds ondeposit in each Collateral Proceeds Account to one or more accounts of theCompany that have been designated by the Company. Effective upon notice to theCompany after the occurrence and during the continuance of an Event of Default,each Collateral Proceeds Account, the RBC Deposit Account and each DepositAccount (other than Excluded Operating Accounts and Local Collection Accounts)will, without further action on the part of any Grantor or the Collateral Agent,convert into a closed lockbox account under the sole dominion and control of theCollateral Agent in which all funds are held subject to the rights of theCollateral Agent hereunder. Without the prior written consent of the CollateralAgent, no Grantor shall, in a manner adverse to the Secured Parties, change thegeneral instructions given to Account Debtors in respect of payments to bedeposited in the Lockbox System. Each Grantor irrevocably authorizes theCollateral Agent, upon the occurrence of an Event of Default, to deliver aControl Notice under each Lockbox Agreement. The Collateral Agent agrees witheach Grantor that the Collateral Agent shall not give any instructions pursuantto any Lockbox Agreement terminating such Lockbox Agreement or the right of suchGrantor to make withdrawals from any Deposit Account in the Lockbox Systemunless an Event of Default shall have occurred and be continuing or, aftergiving effect to any withdrawal, would occur. The Company shall ensure that theaggregate amount contained in all Local Collection Accounts taken together shallnot at any time exceed a maximum amount determined by the Administrative Agentin its sole discretion (not to be exercised unreasonably).

SECTION 4.08. Insurance. Each Grantor shall cause theCollateral Agent to be named as loss payee on all property insurance maintainedin respect of property subject to the Mortgages.

ARTICLE V

Other Pledges, Mortgages and Security Interests

SECTION 5.01. Summary of Certain Other Security Documents. Inaddition to the security interests created under Articles III and IV, theparties acknowledge that:

(a) The Company and the Collateral Agent will enter into theLuxembourg Finance Pledge Agreement under which the Company will pledge theLuxembourg Finance Pledged Collateral on a junior, second lien basis to securethe Obligations.

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(b) The Grantors and the Collateral Agent are entering intothe Foreign Pledge Agreements listed in Schedule II, and may in the future enterinto additional Foreign Pledge Agreements, under which they are pledging EquityInterests in Foreign Subsidiaries owned by them on a senior basis to secure theObligations.

(c) The Grantors and the Collateral Agent are amending andrestating Mortgages as listed in Schedule III with the result that the realproperties and interests in real properties subject to such Mortgages willsecure the Obligations on a senior basis (and will continue to secure the otherobligations secured thereby).

(d) Certain Grantors that are organized under the laws ofCanada or one or more provinces thereof are entering into the Canadian SecurityAgreements, under which they are creating security interests (i) in the ABLFacilities Collateral owned by them to secure the Obligations on a junior, thirdlien basis, and (ii) in the Canadian Intellectual Property Collateral owned bythem to secure the Obligations on a senior basis.

SECTION 5.02. Other Security Documents Subject to ThisAgreement. (a) The parties to the Other Security Documents shall observe thefollowing provisions: (i) to the extent applicable, the provisions of Section4.01(b) and (d) (limiting the amount of the obligations secured by certainCollateral of the Company); (ii) the provisions of Section 6.03 (governing thedistribution of the proceeds realized from the exercise of remedies under theSecurity Documents); (iii) the provisions of Article VIII (relating to theduties and responsibilities of the Collateral Agent); (iv) the provisions ofArticle IX (providing for the subordination of the Junior Liens created herebyand by certain of the Other Security Documents to the Applicable Senior Liensand the priming of certain Junior Liens); and (v) the provisions of Section11.13 (providing for releases of Guarantees of and Collateral securing theObligations).

(b) Each of the Mortgages (other than any Mortgage that setsforth in full the provisions referred to in clauses (i) through (v) 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 theCollateral Agent and its counsel:

"THIS AGREEMENT AND THE PLEDGES, SECURITY INTERESTS AND OTHER LIENS AND CHARGESCREATED HEREBY ARE SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE GUARANTEEAND COLLATERAL AGREEMENT DATED AS OF AUGUST 17, 2004, AS AMENDED, AMONG THEGOODYEAR TIRE & RUBBER COMPANY, CERTAIN OF ITS SUBSIDIARIES AND JPMORGAN CHASEBANK, AS COLLATERAL AGENT, AND ANY PROVISION OF THIS AGREEMENT THAT ISINCONSISTENT WITH THE PROVISIONS OF SUCH GUARANTEE AND COLLATERAL AGREEMENTSHALL BE DEEMED FOR ALL PURPOSES TO HAVE BEEN AMENDED TO CONFORM IN ALL RESPECTSTO SUCH PROVISIONS."

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ARTICLE VI

Remedies

SECTION 6.01. Remedies Upon Default. Upon the occurrence and duringthe continuance of an Event of Default under and as defined in theDeposit-Funded Credit Agreement, to the extent permitted by law, and subject tothe provisions of Article IX hereof, (a) the Collateral Agent may demand thateach Grantor deliver each item of Collateral owned or held by it to theCollateral Agent, and each Grantor agrees so to deliver all such Collateral, and(b) the Collateral Agent shall have the right to take any of or all thefollowing actions at the same or different times with respect to any Collateral:(i) with respect to any Collateral consisting of Intellectual Property, ondemand, to cause its security interest in such Collateral to become anassignment, transfer and conveyance of any of or all such Collateral by theapplicable Grantors to the Collateral Agent, or to grant any license orsublicense, whether general, special or otherwise, and whether on an exclusiveor nonexclusive basis, with respect to any such Collateral throughout the worldon such terms and conditions and in such manner as the Collateral Agent shalldetermine (other than in violation of any then-existing licensing arrangementsto the extent that waivers cannot be obtained), and (ii) with or without legalprocess and with or without prior notice or demand for performance, to takepossession of the Collateral and without liability for trespass to enter anypremises where the Collateral may be located for the purpose of takingpossession of or removing the Collateral and, generally, to exercise any and allrights afforded to a secured party under the Uniform Commercial Code or otherapplicable law. Without limiting the generality of the foregoing, each Grantoragrees that the Collateral Agent shall have the right, subject to the mandatoryrequirements of applicable law, to sell or otherwise dispose of all or any partof the Collateral at a public or private sale or at any broker’s board or on anysecurities exchange, for cash, upon credit or for future delivery as theCollateral Agent shall deem appropriate. The Collateral Agent shall beauthorized at any such sale of securities (if it deems it advisable to do so) torestrict the prospective bidders or purchasers to Persons who will represent andagree that they are purchasing the Collateral for their own account forinvestment and not with a view to the distribution or sale thereof, and uponconsummation of any such sale the Collateral Agent shall have the right toassign, transfer and deliver to the purchaser or purchasers thereof theCollateral so sold. Each such purchaser at any sale of Collateral shall (to theextent permitted by law) hold the property sold absolutely, free from any claimor right on the part of any Grantor, and each Grantor hereby waives (to theextent permitted by law) all rights of redemption, stay and appraisal which suchGrantor now has or may at any time in the future have under any rule of law orstatute now existing or hereafter enacted.

In the case of any 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 Section9-611 of the New York UCC or its equivalent in other jurisdictions) of theCollateral Agent’s intention to make any sale of Collateral. Such notice, in thecase of a public sale, shall state the time and place for such sale and, in thecase of a sale at a broker’s board or on a securities exchange, shall state theboard or exchange at which such sale is to be made and the day

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on which the Collateral, or portion thereof, will first be offered for sale atsuch board or exchange. Any such public sale shall be held at such time or timeswithin ordinary business hours and at such place or places as the CollateralAgent may fix and state in the notice (if any) of such sale. At any such sale,the Collateral, or portion thereof, to be sold may be sold in one lot as anentirety or in separate parcels, as the Collateral Agent may (in its sole andabsolute discretion) determine. The Collateral Agent shall not be obligated tomake any sale of any Collateral if it shall determine not to do so, regardlessof the fact that notice of sale of such Collateral shall have been given. TheCollateral Agent may, without notice or publication, adjourn any public orprivate sale or cause the same to be adjourned from time to time by announcementat 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 anysale of all or any part of the Collateral is made on credit or for futuredelivery, the Collateral so sold may be retained by the Collateral Agent untilthe sale price is paid by the purchaser or purchasers thereof, but theCollateral Agent shall not incur any liability in case any such purchaser orpurchasers shall fail to take up and pay for the Collateral so sold and, in caseof any such failure, such Collateral may be sold again upon like notice. At anypublic (or, to the extent permitted by law, private) sale made pursuant to thisAgreement, any Secured Party may bid for or purchase, free (to the extentpermitted by law) from any right of redemption, stay, valuation or appraisal onthe part of any Grantor (all said rights being also hereby waived and releasedto the extent permitted by law), the Collateral or any part thereof offered forsale and may make payment on account thereof by using any claim then due andpayable to such Secured Party from any Grantor as a credit against the purchaseprice, and such Secured Party may, upon compliance with the terms of sale, hold,retain and dispose of such property without further accountability to anyGrantor therefor (to the extent permitted by law). For purposes hereof, awritten agreement to purchase any Collateral or portion thereof shall be treatedas a sale thereof; the Collateral Agent shall be free to carry out such salepursuant to such agreement and no Grantor shall be entitled to the return of theCollateral or any portion thereof subject thereto, notwithstanding the fact thatafter the Collateral Agent shall have entered into such an agreement all Eventsof Default under the applicable Deposit-Funded Credit Agreement shall have beenremedied and the Obligations paid in full. As an alternative to exercising thepower of sale herein conferred upon it, the Collateral Agent may proceed by asuit or suits at law or in equity to foreclose this Agreement and to sell theCollateral or any portion thereof pursuant to a judgment or decree of a court orcourts having competent jurisdiction or pursuant to a proceeding by acourt-appointed receiver. Any sale pursuant to the provisions of this Section6.01 shall be deemed to conform to the commercially reasonable standards asprovided in Section 9-610(b) of the New York UCC or its equivalent in otherjurisdictions.

SECTION 6.02. Exercise of Remedies under Other Security Documents.The Collateral Agent shall also have the right, subject to the provisions ofArticle IX hereof, to exercise remedies provided for in each Other SecurityDocument upon the occurrence and during the continuance of an Event of Defaultunder and as defined in the Deposit-Funded Credit Agreement.

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SECTION 6.03. Application of Proceeds. (a) Unless otherwise requiredby applicable law or by the provisions of Article IX hereof, the CollateralAgent shall apply the proceeds of the collection or sale of any Collateral,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, or otherwise in connection with any of the 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 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 at the direction or for the benefit of holders of the 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 Deposit-Funded Credit Agreement;

THIRD, to the payment in full of the other Obligations (and any US Miscellaneous Obligations under and as defined in the Master Guarantee and Collateral Agreement, as provided in the Master Guarantee and Collateral Agreement), ratably in accordance with the amounts of such Obligations and US Miscellaneous Obligations on the date of such application;

FOURTH, to the "Collateral Agent" under and as defined in the Master Guarantee and Collateral Agreement for application as provided therein to satisfy obligations secured by Liens on the Collateral created thereunder or under the "Other Security Documents" (as defined therein) that are junior to the Liens created hereunder and under the Other Security Documents; and

FIFTH, if the Master Guarantee and Collateral Agreement shall no longer be in effect or if the Collateral Agent shall be advised by the "Collateral Agent" under and as defined in the Master Guarantee and Collateral Agreement that there are no persons entitled under the Master Guarantee and Collateral Agreement to receive such proceeds or cash, 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 timeof application of any such proceeds, moneys or balances in accordance with thisAgreement. Upon any sale of Collateral by the Collateral Agent (includingpursuant 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 asufficient discharge to the purchaser or purchasers of the Collateral so soldand such purchaser or purchasers shall not be obligated to see to theapplication of any part of the purchase money paid over to the Collateral Agentor such officer or be answerable in any way for the misapplication thereof. Forpurposes of clause THIRD above, the Lien of any Mortgage, insofar as it

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secures the Swiss Franc Obligations, will, to the maximum extent permitted underthe Swiss Franc Bond Agreement, be deemed to be of lower priority than the Lienof such Mortgage insofar as it secures the Obligations. Notwithstanding theprovisions of clause THIRD above, any Article 9 Collateral consisting of cashdeposited to collateralize Letter of Credit reimbursement obligations pursuantto the Deposit-Funded Credit Agreement will be applied first against suchreimbursement obligations. It is understood that the Deposits held by theAdministrative Agent under Section 2.01 of the Credit Agreement do notconstitute assets of the Borrower or Collateral, and that nothing herein shallprevent or delay payments required to be made from the Deposit Account to theIssuing Banks as provided in the Credit Agreement.

SECTION 6.04. Grant of License to Use Intellectual Property. (a)Each Grantor hereby grants to the Collateral Agent, to the extent necessary toenable the Collateral Agent to exercise rights and remedies under this Agreementand the Other Security Documents at such time as the Collateral Agent shall belawfully entitled to exercise such rights and remedies, an irrevocable,nonexclusive license (exercisable without payment of royalty or othercompensation to the Grantors) to use, license or sublicense any IntellectualProperty now owned or hereafter acquired by such Grantor, and wherever the samemay be located, including in such license reasonable access to all media inwhich any of the licensed items may be recorded or stored and to all computersoftware and programs used for the compilation or printout thereof, to theextent and only to the extent such license would not violate or result in adefault under any license or other agreement, whether express or implied,between the Grantor and any Person other than a Wholly Owned Subsidiary. Therights of the Collateral Agent under such license may be exercised, at theoption of the Collateral Agent, solely upon the occurrence and during thecontinuation of an Event of Default; provided that any license, sublicense orother transaction entered into by the Collateral Agent in accordance herewithshall be binding upon the Grantors notwithstanding any subsequent cure of anyEvent of Default.

(b) Notwithstanding any other provision contained in this Agreement,any security interest granted hereunder in any Collateral consisting ofIntellectual Property to secure the Obligations shall be subject to the licensegranted under Section 6.04(b) of the Master Guarantee and Collateral Agreement,as such license may be exercised for the benefit of the holders of anyObligations (as defined in the Master Guarantee and Collateral Agreement), andany sale or transfer of Collateral consisting of Intellectual Property upon anyexercise of remedies under this Agreement shall be made expressly subject tosuch license.

SECTION 6.05. Securities Act. In view of the position of theGrantors in relation to the Pledged Collateral, or because of other current orfuture circumstances, a question may arise under the Securities Act of 1933, asnow or hereafter in effect, or any similar statute hereafter enacted analogousin purpose or effect (such Act and any such similar statute as from time to timein effect being called the "Federal Securities Laws") with respect to anydisposition of the Pledged Collateral permitted hereunder. Each Grantorunderstands that compliance with the Federal Securities Laws might very strictlylimit the course of conduct of the Collateral Agent if the Collateral Agent wereto attempt to dispose of all or any part of the Pledged Collateral, and mightalso limit the extent to

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which or the manner in which any subsequent transferee of any Pledged Collateralcould dispose of the same. Similarly, there may be other legal restrictions orlimitations affecting the Collateral Agent in any attempt to dispose of all orpart of the Pledged Collateral under applicable Blue Sky or other statesecurities laws or similar laws analogous in purpose or effect. Each Grantorrecognizes that in light of such restrictions and limitations the CollateralAgent may, with respect to any sale of the Pledged Collateral, limit thepurchasers to those who will agree, among other things, to acquire such PledgedCollateral for their own account, for investment, and not with a view to thedistribution or resale thereof. Each Grantor acknowledges and agrees that inlight of such restrictions and limitations, the Collateral Agent, in its soleand absolute discretion (a) may proceed to make such a sale whether or not aregistration statement for the purpose of registering such Pledged Collateral orpart thereof shall have been filed under the Federal Securities Laws and (b) mayapproach and negotiate with a single potential purchaser to effect such sale.Each Grantor acknowledges and agrees that any such sale might result in pricesand other terms less favorable than if such sale were a public sale without suchrestrictions. In the event of any such sale, the Collateral Agent shall incur noresponsibility or liability for selling all or any part of the PledgedCollateral at a price that the Collateral Agent, in its sole and absolutediscretion, may in good faith deem reasonable under the circumstances,notwithstanding the possibility that a substantially higher price might havebeen realized if the sale were deferred until after registration as aforesaid orif more than a single purchaser were approached. The provisions of this Sectionwill apply notwithstanding the existence of a public or private market uponwhich the quotations or sales prices may exceed substantially the price at whichthe Collateral Agent sells.

SECTION 6.06. Registration. Each Grantor agrees that, upon theoccurrence and during the continuance of an Event of Default, if for any reasonthe Collateral Agent desires to sell any of the Pledged Collateral at a publicsale, it will, at any time and from time to time, upon the written request ofthe Collateral Agent, use its best efforts to take or to cause the issuer ofsuch Pledged Collateral to take such action and prepare, distribute and/or filesuch documents, as are required or advisable in the reasonable opinion ofcounsel for the Collateral Agent to permit the public sale of such PledgedCollateral under applicable law. Each Grantor further agrees to indemnify,defend and hold harmless the Collateral Agent, each other Secured Party, anyunderwriter and their respective officers, directors, affiliates and controllingpersons from and against all loss, liability, expenses, costs of counsel(including, without limitation, reasonable fees and expenses of the CollateralAgent’s legal counsel), and claims (including the costs of investigation) thatthey may incur insofar as such loss, liability, expense or claim arises out ofor is based upon any alleged untrue statement of a material fact contained inany prospectus (or any amendment or supplement thereto) or in any notificationor offering circular relating to the offering for sale of any PledgedCollateral, or arises out of or is based upon any alleged omission to state amaterial fact required to be stated therein or necessary to make the statementsin any thereof not misleading, except insofar as the same may have been causedby any untrue statement or omission based upon information furnished in writingto such Grantor or the issuer of such Pledged Collateral by the Collateral Agentor any other Secured Party expressly for use therein. Each Grantor furtheragrees, upon such written request referred to above, to use its best efforts to

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qualify, file or register, or cause the issuer of such Pledged Collateral toqualify, file or register, any of the Pledged Collateral under the Blue Sky orother securities laws of such jurisdictions as may be requested by theCollateral Agent and keep effective, or cause to be kept effective, all suchqualifications, filings or registrations. Each Grantor will bear all costs andexpenses of carrying out its obligations under this Section. Each Grantoracknowledges that there is no adequate remedy at law for failure by it to complywith the provisions of this Section and that such failure would not beadequately compensable in damages, and therefore agrees that its agreementscontained in this Section may be specifically enforced.

ARTICLE VII

Indemnity, Subrogation and Subordination

SECTION 7.01. Indemnity and Subrogation. In addition to all suchrights of indemnity and subrogation as the Grantors and Guarantors may haveunder applicable law (but subject to Section 7.03), the Company agrees that (a)in the event a payment shall be made by any Guarantor under this Agreement inrespect of an Obligation of the Company, the Company shall indemnify suchGuarantor for the full amount of such payment and such Guarantor shall besubrogated to the rights of the Person to whom such payment shall have been madeto the extent of such payment and (b) in the event any assets of any Grantorshall be sold pursuant to this Agreement or any Other Security Document tosatisfy in whole or in part an Obligation of the Company, the Company shallindemnify such Grantor in an amount equal to the greater of the book value orthe fair market value of the assets so sold.

SECTION 7.02. Contribution and Subrogation. Each Guarantor andGrantor, other than the Company, that has guaranteed, or granted Liens tosecure, the Obligations (a "Contributing Party") agrees (subject to Section7.03) that, in the event a payment shall be made by any other Guarantor (otherthan the Company) hereunder in respect of any Obligations or assets of any otherGrantor (other than the Company) shall be sold pursuant to any Security Documentto satisfy any Obligations and such other Guarantor or Grantor (the "ClaimingParty") shall not have been fully indemnified by the Company as provided inSection 7.01, the Contributing Party shall indemnify the Claiming Party in anamount equal to the amount of such payment or the greater of the book value orthe fair market value of such assets, as the case may be, in each casemultiplied by a fraction of which the numerator shall be the net worth of theContributing Party and the denominator shall be the aggregate net worth of allthe Guarantors and Grantors, other than the Company. For the purposes of theprevious sentence, the net worth of each Guarantor and Grantor shall bedetermined on the Effective Date (or, in the case of any Guarantor or Grantorbecoming a Guarantor or Grantor after the Effective Date, the date on which suchGuarantor or Grantor shall have become a Guarantor or Grantor). Any ContributingParty making any payment to a Claiming Party pursuant to this Section shall besubrogated to the rights of such Claiming Party under Section 7.01 to the extentof such payment.

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SECTION 7.03. Subordination. (a) Notwithstanding any provision ofthis Agreement to the contrary, all rights of the Guarantors and Grantors underSections 7.01 and 7.02 and all other rights of indemnity, contribution orsubrogation under applicable law or otherwise shall be fully subordinated to theindefeasible payment in full in cash of the Obligations, and no Guarantor orGrantor shall seek to enforce any of such rights until the Obligations have beenpaid in full. No failure on the part of the Company or any other Guarantor orGrantor to make the payments required by Sections 7.01 and 7.02 (or any otherpayments required under applicable law or otherwise) shall in any respect limitthe obligations and liabilities of any Guarantor or Grantor with respect to itsobligations hereunder, and each Guarantor and Grantor shall remain liable forthe full amount of the obligations of such Guarantor or Grantor hereunder.

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

ARTICLE VIII

Concerning the Collateral Agent

SECTION 8.01. Limitations on Responsibility of Collateral Agent. TheCollateral Agent shall not be responsible in any manner whatsoever for thecorrectness of any recitals, statements, representations or warranties containedherein or in any Other Security Document. The Collateral Agent makes norepresentation as to the value or condition of the Collateral or any partthereof, as to the title of any Grantor to the Collateral, as to the securityafforded by this Agreement or any Other Security Document or as to the validity,execution, enforceability, legality or sufficiency of this Agreement or anyOther Security Document, and the Collateral Agent shall incur no liability orresponsibility in respect of any such matters. The Collateral Agent shall not beresponsible for insuring the Collateral, for the payment of taxes, charges,assessments or Liens upon the Collateral or otherwise for the maintenance of theCollateral, except as provided in the immediately following sentence when theCollateral Agent has possession or control of the Collateral. Except asotherwise provided herein, the Collateral Agent shall have no duty to theGrantors or to the holders of the Secured Obligations as to any Collateral inits possession or control or in the possession or control of any agent ornominee of the Collateral Agent or any income thereon or as to the preservationof rights against prior parties or any other rights pertaining thereto, exceptthe duty to accord such Collateral the same care that it normally accords to itsown assets and the duty to account for moneys received by it. The CollateralAgent shall not be required to ascertain or inquire as to the performance by anyGuarantor or Grantor of any of the covenants or agreements contained herein orin any other agreement. Neither the Collateral Agent nor any officer, agent orrepresentative thereof shall be personally liable for any action taken oromitted to be taken by any such person in connection with this Agreement or anyOther Security Document except for such person’s own gross

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negligence or wilful misconduct (it being understood that any action taken inaccordance with the terms of this Agreement or any Other Security Document bythe Collateral Agent or any such officer, agent or representative at thedirection or instruction of the Administrative Agent or the Majority Lendersunder the Deposit-Funded Credit Agreement (or not taken in the absence of anysuch directions or instructions) shall not constitute gross negligence or wilfulmisconduct). Neither the Collateral Agent nor any officer, agent orrepresentative thereof shall be personally liable for any action taken by anysuch person in accordance with any notice given by the Administrative Agent orthe Majority Lenders under the Deposit-Funded Credit Agreement hereunder orunder any Other Security Document even if, at the time such action is taken byany such Person, the Administrative Agent or the Lenders which gave the noticeto take such action shall no longer be the Administrative Agent or the MajorityLenders under the Deposit-Funded Credit Agreement or the Secured Parties onbehalf of which such notice was given are no longer the Secured Parties. TheCollateral Agent may execute any of the powers granted under this Agreement andperform any duty hereunder either directly or by or through agents orattorneys-in-fact.

SECTION 8.02. Reliance by Collateral Agent; Indemnity AgainstLiabilities, etc. (a) Whenever in the performance of its duties under thisAgreement or any Other Security Document the Collateral Agent shall deem itnecessary or desirable that a matter be proved or established with respect toany Grantor or any other person in connection with the taking, suffering oromitting of any action hereunder by the Collateral Agent, such matter may beconclusively deemed to be proved or established by a certificate executed by anofficer of such Person which is believed by the Collateral Agent to be genuineand to have been signed or sent by the proper Person, and the Collateral Agentshall have no liability with respect to any action taken, suffered or omitted inreliance thereon.

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

(c) The Collateral Agent shall not incur any liability in relyingupon any resolution, statement, certificate, instrument, opinion, report,notice, request, consent, order or other paper or document which it in goodfaith believes to be genuine and to have been signed or presented by the properparty. The Collateral Agent may conclusively rely, as to the truth of thestatements and the correctness of the opinions expressed therein, upon anycertificate or opinions that are believed by the Collateral Agent to be genuineand signed or furnished by the proper Person furnished to the Collateral Agentin 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 anyEvent of Default under the Deposit-Funded Credit Agreement unless and until theCollateral Agent shall have

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received written notice thereof from the Administrative Agent under such CreditAgreement. The Collateral Agent shall have no obligation whatsoever either priorto or after receiving such a notice which is believed by the Collateral Agent tobe genuine and to have been signed or sent by the proper Person to inquirewhether an Event of Default under the Deposit-Funded Credit Agreement has, infact, occurred and shall be entitled to rely conclusively, and shall be fullyprotected in so relying, on any such notice so furnished to it.

(e) If the Collateral Agent has been requested to take any specificaction by the Administrative Agent pursuant to any provision of this Agreementor any Other Security Document, the Collateral Agent shall not be under anyobligation to exercise any of the rights or powers vested in it by thisAgreement or such Other Security Document in the manner so requested unless itshall have been provided indemnity by the Secured Parties on whose behalf suchrequest shall have been made reasonably satisfactory to it against the costs,expenses and liabilities which may be incurred by it in compliance with suchrequest or direction.

SECTION 8.03. Resignation and Removal of the Collateral Agent. TheCollateral Agent may at any time, by giving 30 days’ prior written notice to theCompany and the Administrative Agent under the Deposit-Funded Credit Agreement,resign and be discharged from the responsibilities hereby created, suchresignation to become effective upon the appointment of a successor by theAdministrative Agents with, so long as no Event of Default has occurred and iscontinuing, the consent of the Company (such consent not to be unreasonablywithheld) and the acceptance of such appointment by such successor. If nosuccessor shall be appointed and approved within 30 days after the date of anysuch resignation, the Collateral Agent may apply to any court of competentjurisdiction to appoint a successor to act until a successor shall have beenappointed as above provided or may, on behalf of the Secured Parties, appoint asuccessor Collateral Agent which shall be a bank with an office in New York, NewYork having a combined capital and surplus of at least $500,000,000.

SECTION 8.04. Expenses and Indemnification. By accepting thebenefits of this Agreement, each of the Lenders severally agrees (i) toreimburse the Collateral Agent, on demand, in the amount of its pro rata sharefrom time to time (based on the Applicable Percentage of such Lender), of anyexpenses referred to in this Agreement or in any Other Security Documentsecuring Obligations owed to such Lender and/or any other expenses incurred bythe Collateral Agent in connection with the enforcement and protection of therights of the Collateral Agent and the Secured Parties which shall not have beenpaid or reimbursed by the Company or any other Grantor or Guarantor or paid fromthe proceeds of Collateral as provided herein and (ii) to indemnify and holdharmless the Collateral Agent and its Affiliates and its and their respectivedirectors, officers, employees, agents and attorneys (each, an "IndemnifiedParty"), on demand, in the amount of such pro rata share, from and against anyand all liabilities, taxes, obligations, losses, damages, penalties, actions,judgments, suits, costs, expenses or disbursements referred to in this Agreementand/or incurred by the Collateral Agent in connection with this Agreement or theOther Security Documents or the enforcement and protection of the rights of theSecured Parties, to the extent the same shall not have been

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reimbursed by the Company or any other Grantor or Guarantor or paid from theproceeds of Collateral as provided herein; provided, in each case, that noSecured Party shall be liable to any Indemnified Party for any portion of suchexpenses, liabilities, taxes, obligations, losses, damages, penalties, actions,judgments, suits, costs, expenses or disbursements resulting from the grossnegligence or wilful misconduct of such Person.

ARTICLE IX

Subordination of Certain Liens

SECTION 9.01. Perfection and Priority of Security Interests. (a) AllJunior Liens in respect of any Collateral are expressly subordinated and madejunior in priority, operation and effect to the Applicable Senior Liens inrespect of such Collateral, notwithstanding anything to the contrary containedin this Agreement, any Other Security Document or any other agreement or filingto the contrary, and irrespective of the time, order or method of attachment orperfection of such Junior Liens and the Applicable Senior Liens or any defect ordeficiency or alleged defect or deficiency in any of the foregoing.

(b) Each Secured Party acknowledges that a portion of the ApplicableSenior Obligations consists of Indebtedness that is revolving in nature and thatthe amount thereof that may be outstanding at any time or from time to time maybe increased or reduced and subsequently reborrowed, and that the terms of theApplicable Senior Obligations may be modified, extended or amended from time totime, and the aggregate amount of the Applicable Senior Obligations may beincreased, replaced or refinanced, all without notice to or consent by suchSecured Party and without affecting the provisions hereof. The lien prioritiesprovided for herein and in the Other Security Documents shall not be altered orotherwise affected by any amendment, modification, supplement, extension,increase, replacement, renewal, restatement or refinancing of either theObligations or the Applicable Senior Obligations, or by any action that theCollateral Agent, the Secured Parties or the holders of any Applicable SeniorObligations may take or fail to take in respect of any Collateral.

(c) Each Secured Party holding Obligations secured by a Junior Lienacknowledges and agrees that the Applicable Senior Lien Collateral Agent and theholders of the Applicable Senior Obligations shall have no duties or otherobligations to such Secured Party with respect to the Collateral subject to suchJunior Lien other than to transfer to the holders of the Obligations secured bysuch Junior Lien the proceeds, if any, that remain following any sale, transferor other disposition of such Collateral and the payment and satisfaction in fullof all the Applicable Senior Obligations. In furtherance of the foregoing, eachSecured Party holding Obligations secured by a Junior Lien acknowledges andagrees that until the Applicable Senior Obligations shall have been paid andsatisfied in full, the Applicable Senior Lien Collateral Agent shall beentitled, for the benefit of the holders of the Applicable Senior Obligations,to sell, transfer or otherwise dispose of or deal with the Collateral subject tosuch Junior Lien as provided in the Master Guarantee and Collateral Agreementand in the "Other Security

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Documents", as defined therein, without regard to such Junior Lien or any rightsto which the holders of the Obligations secured thereby would otherwise beentitled as a result of such Junior Lien, the only obligation of the ApplicableSenior Lien Collateral Agent and the holders of the Applicable SeniorObligations to the holders of the Obligations secured by such Junior Lien beingto deliver any proceeds remaining from such sale, transfer or other dispositionof the applicable Collateral after the payment and satisfaction in full of allthe Applicable Senior Obligations. Each Secured Party holding Obligationssecured 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 mayhave as a result of such Junior Lien until the payment and satisfaction in fullof all the Applicable Senior Obligations. Notwithstanding anything in thisparagraph to the contrary, any holder of Applicable Senior Obligations withrespect to any Junior Lien shall be entitled to transfer proceeds of Collateralsubject to such Junior Lien to any other holder of Applicable Senior Obligationsto the extent it is required to do so under the terms of the Master Guaranteeand Collateral Agreement, and shall, to the extent of such transfer, be deemedto have satisfied its obligations to the holders of the Obligations secured bysuch Junior Lien under this paragraph.

(d) In the event a proceeding under the Bankruptcy Code or any otherFederal, state or foreign bankruptcy, insolvency, receivership or similar lawshall be commenced by or against any Grantor that shall have granted a JuniorLien, until the Applicable Senior Obligations shall have been paid and satisfiedin full, each Secured Party holding Obligations secured by such Junior Lienhereby authorizes and empowers (without imposing an obligation on) the holdersof the Applicable Senior Obligations or any Applicable Senior Lien CollateralAgent or administrative agent acting on their behalf to vote such SecuredParty’s share of the Obligations secured by such Junior Lien, insofar as anysuch voting right arises from or relates to such Junior Lien or to theCollateral subject thereto, in connection with any resolution, arrangement, planof reorganization, compromise or settlement relating to such Collateral.

SECTION 9.02. No Interference; No Right to Instruct CollateralAgent; Payment Over; Reinstatement; Permitted Actions. (a) Each Secured Partyholding Obligations secured by a Junior Lien agrees that (i) it will not take orcause to be taken any action the purpose or effect of which is, or could be, tomake such Junior Lien pari passu with, or to give such Secured Party anypreference or priority relative to, any Applicable Senior Lien with respect tothe Collateral subject to such Junior Lien or any part thereof, (ii) it will notinterfere, hinder or delay, in any manner, whether by judicial proceedings orotherwise, any sale, transfer or other disposition of the Collateral subject tosuch Junior Lien by the Applicable Senior Lien Collateral Agent or any holder ofApplicable Senior Obligations, (iii) it shall have no right to (A) direct theApplicable Senior Lien Collateral Agent or any holder of Applicable SeniorObligations to exercise any right, remedy or power with respect to theCollateral subject to such Junior Lien or (B) consent to the exercise by theApplicable Senior Lien Collateral Agent or any holder of Applicable SeniorObligations of any right, remedy or power with respect to the Collateral subjectto such Junior Lien, (iv) it will not institute any suit or assert in any suitor in any bankruptcy, insolvency or other proceeding any claim against theApplicable Senior Lien Collateral Agent or any holder of Applicable SeniorObligations seeking

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damages from or other relief by way of specific performance, instructions orotherwise, with respect to, and neither the Applicable Senior Lien CollateralAgent nor any holder of Applicable Senior Obligations shall be liable for, anyaction taken or omitted to be taken by the Applicable Senior Lien CollateralAgent or any holder of Applicable Senior Obligations with respect to theCollateral subject to such Junior Lien, (v) it will not commence or instruct theCollateral Agent to commence judicial or nonjudicial foreclosure proceedingswith respect to, seek to have a trustee, receiver, liquidator or similarofficial appointed for or over, attempt any action to take possession of,exercise any right, remedy or power with respect to, or otherwise take anyaction to enforce its interest in or realize upon, the Collateral subject tosuch Junior Lien (other than filing a proof of claim) until all the ApplicableSenior Obligations shall have been paid and satisfied in full, (vi) it will notseek, and hereby waives any right, to have the Collateral subject to such JuniorLien or any part thereof marshaled upon any foreclosure or other disposition ofsuch Collateral and (vii) it will not attempt, directly or indirectly, whetherby judicial proceedings or otherwise, to challenge the enforceability of anyprovision of this Agreement.

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

(c) Each Secured Party holding Obligations secured by a Junior Lienhereby agrees that if it shall obtain possession of any of the Collateralsubject to such Junior Lien, or shall realize any payment in respect of suchCollateral (including as a result of any transfer of any Collateral or paymentto such Secured Party by the holder of any obligation secured by a Lien that isjunior or subordinate to such Junior Lien), in either case prior to the timewhen the Applicable Senior Obligations have been paid in full, then it shallhold such Collateral or payment in trust for the holders of the ApplicableSenior Obligations and transfer such Collateral or payment, as the case may be,to the Applicable Senior Lien Collateral Agent. Each Secured Party holdingObligations secured by a Junior Lien agrees that if, at any time, all or part ofany payment with respect to the Applicable Senior Obligations previously made isrescinded for any reason whatsoever, such Secured Party shall promptly pay overto the Applicable Senior Lien Collateral Agent any payment received by it inrespect of the Collateral subject to such Junior Lien and shall promptly turnany Collateral subject to such Junior Lien then held by it over to theApplicable Senior Lien Collateral Agent, and the provisions set forth in thisAgreement shall be reinstated as if such payment had not been made, until thepayment and satisfaction in full of the Applicable Senior Obligations.

SECTION 9.03. Consent to Priming of Junior Lien on ABL FacilitiesCollateral. In consideration of and as a condition to the creation under Section4.01(c) and under the Canadian Security Documents of the Junior Liens on the ABLFacilities Collateral to secure the Obligations, each Secured Party from time totime secured by such Junior Liens will be deemed to have agreed, and theCollateral Agent hereby agrees, on behalf of such Secured Party, that in theevent a proceeding under the Bankruptcy

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Code shall be commenced by or against the Company and the Company shall enterinto an Acceptable Financing in such proceeding, such Junior Lien may, withoutany further action or consent by such Secured Party, be made junior andsubordinated to Liens granted to secure such Acceptable Financing, subject tothe granting and approval by the applicable bankruptcy court of adequateprotection for the holders of the Obligations secured by such Junior Lienconsisting of (a) the current monthly payment of an amount equal topost-petition interest, fees in respect of Letters of Credit (whether owed toany Lender or to any Issuing Bank) and facility fees, in each case atnon-default rates, (b) the current payment of out-of-pocket expenses, includingfees and disbursements of counsel and other professional fees and disbursements,of the Administrative Agent and the Collateral Agent and (c) a replacement lienon substantially all assets of the Company and the Domestic Subsidiaries (otherthan the assets of and Equity Interests in Goodyear Dunlop Tires North America,Ltd., its Subsidiaries and any other Consent Subsidiaries), subject only to theLiens securing such Acceptable Financing, Liens existing prior to thecommencement of such proceeding, Applicable Senior Liens and Liens, if any, thatare senior to the Liens securing such Acceptable Financing.

SECTION 9.04. Consent to Subordination of Junior Liens to CertainRefinancing Indebtedness. In consideration of and as a condition to the creationof each Junior Lien, each Secured Party from time to time secured by such JuniorLien will be deemed to have agreed, and the Collateral Agent hereby agrees, onbehalf of such Secured Party, that in the event the obligations of any classsecured by the Applicable Senior Liens are refinanced, replaced, renewed orextended, in whole or in part, in compliance with the covenants set forth in theDeposit-Funded Credit Agreement, such Junior Lien shall, without any furtheraction or consent by such Secured Party, be junior and subordinated on the termsset forth herein to the Liens on the Collateral subject to such Junior Lien thatare granted to secure such refinanced, replaced, renewed or extendedobligations; provided, that nothing in this Section or elsewhere in thisAgreement shall have the effect of subordinating any Junior Lien to any Liensecuring Senior Subordinated-Lien Indebtedness, it being agreed that the Lienssecuring Senior Subordinated-Lien Indebtedness shall be junior and subordinateto the Liens securing the Obligations as and to the extent provided in the LienSubordination and Intercreditor Agreement.

SECTION 9.05. Applicability of Lien Subordination Provisions ofMaster Guarantee and Collateral Agreement. Under Section 11.04 of the MasterGuarantee and Collateral Agreement, in the event of the refinancing of the USRevolving Facility Obligations, all Liens that under the terms of the MasterGuarantee and Collateral Agreement shall have been junior and subordinate to theLiens securing the US Revolving Facility Obligations (the "Subordinate Liens")are provided, without any further action or consent by any secured party, to beequally junior and subordinated to the Liens securing the refinancingobligations. It is the intent of the parties hereto that the Secured Partiesshall benefit from the provisions of Section 11.04 of the Master Guarantee andCollateral Agreement to the full extent thereof, and that the Subordinate Liensshall be junior and subordinate to the Liens created hereunder and under theOther Security Documents as security for the Obligations on the terms set forthin Sections 11.01, 11.02, 11.03 and 11.04 of the Master Guarantee and CollateralAgreement. The

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agreements set forth in Sections 9.01, 9.02, 9.03 and 9.04 of this Agreement aremade in reliance on, and conditioned on the effectiveness as against the holdersof obligations secured by the Subordinate Liens, and for the benefit of theSecured Parties, of, the corresponding agreements in Sections 11.01, 11.02,11.03 and 11.04 of the Master Guarantee and Collateral Agreement.

ARTICLE X

Subordination of Intercompany Indebtedness

SECTION 10.01. Subordination. To the fullest extent permitted underlaw, the Company and each other Grantor and Guarantor hereby agrees that allIntercompany Indebtedness owed to it by any Intercompany Obligor is herebyexpressly subordinated, to the extent and in the manner set forth in thisArticle X, to the payment in full in cash of all Obligations of suchIntercompany Obligor.

SECTION 10.02. Dissolution or Insolvency. Upon any dissolution,winding up, liquidation or reorganization of any Intercompany Obligor, whetherin bankruptcy, insolvency, reorganization, arrangement or receivershipproceedings or otherwise, or upon any assignment for the benefit of creditors orany other marshalling of the assets and liabilities of any Intercompany Obligor,or otherwise:

(a) the 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, subject to the provisions of Article IX hereof and of Articles XI and XII of the Master Guarantee and Collateral Agreement, 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 10.03. Subrogation. Subject to (and only upon) the priorindefeasible payment in full in cash of all the Obligations of any IntercompanyObligor and to the provisions of the Master Guarantee and Collateral Agreement,the Company or any other Grantor or Guarantor holding Intercompany Indebtednessof such

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Intercompany Obligor shall be subrogated to the rights of the applicable SecuredParties to receive payments or distributions in cash, property or securitiesapplicable to such Obligations until all amounts owing on the IntercompanyIndebtedness of such Intercompany Obligor shall be paid in full, and as betweenand among such Intercompany Obligor, its creditors (other than its SecuredParties) and the Company or any other Grantor or Guarantor holding IntercompanyIndebtedness of such Intercompany Obligor, no such payment or distribution madeto the Secured Parties by virtue of this Agreement that otherwise would havebeen made to the Company or any other Grantor or Guarantor in respect of suchIntercompany Indebtedness shall be deemed to be a payment by such IntercompanyObligor on account of such Intercompany Indebtedness.

SECTION 10.04. Other Creditors. Nothing contained in this Article isintended to or shall impair, as between and among any Intercompany Obligor, itscreditors (other than the Secured Parties) and the Company or any other Grantoror Guarantor holding Intercompany Indebtedness of such Intercompany Obligor, theobligations of such Intercompany Obligor to pay its Intercompany Indebtedness asand when the same shall become due and payable in accordance with the termsthereof, or affect the relative rights of the Company or any other Grantor orGuarantor holding Intercompany Indebtedness of such Intercompany Obligor and thecreditors of such Intercompany Guarantor (other than the Secured Parties).

SECTION 10.05. No Waiver. No right of any Secured Party to enforcethis Article shall at any time or in any way be prejudiced or impaired by anyact or failure to act on the part of any of the Collateral Agent, the otherSecured Parties, or any Intercompany Obligor, or by any noncompliance by anyIntercompany Obligor with the terms, provisions and covenants contained in thisAgreement, any Other Security Document or the Deposit-Funded 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 securitytherefor, and to release, sell or exchange any such security and otherwise dealfreely with any Intercompany Obligor, all without notice to or consent of theCompany or any other Grantor or Guarantor and without affecting the liabilitiesand obligations of the parties hereto.

SECTION 10.06. Obligations Hereunder Not Affected. (a) All rightsand interests of the Secured Parties under this Article, and all agreements andobligations of the Company and each other Grantor or Guarantor under thisArticle, shall remain in full force and effect irrespective of:

(i) any lack of validity or enforceability of the Deposit-Funded 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 the Deposit-Funded Credit Agreement;

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(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 beeffective or be reinstated, as the case may be, if at any time any payment ofthe Obligations or any part thereof is rescinded or must otherwise be returnedby any Secured Party upon the insolvency, bankruptcy or reorganization of anyIntercompany Obligor or otherwise, all as though such payment had not been made.

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

ARTICLE XI

Miscellaneous

SECTION 11.01. Notices. All communications and notices hereundershall (except as otherwise expressly permitted herein) be given as provided inthe Deposit-Funded Credit Agreement. All communications and notices hereunder toany Grantor or Guarantor other than the Company shall be given to it in care ofthe Company as provided in the Deposit-Funded Credit Agreement.

SECTION 11.02. Waivers; Amendment. (a) No failure or delay by theCollateral Agent or any Secured Party in exercising any right or power hereunderor under any other Credit Document shall operate as a waiver thereof, nor shallany single or partial exercise of any such right or power, or any abandonment ordiscontinuance of steps to enforce such a right or power, preclude any other orfurther exercise thereof or the exercise of any other right or power. The rightsand remedies of the Collateral Agent and the Secured Parties hereunder and underthe other Credit Documents are cumulative and are not exclusive of any rights orremedies that they would otherwise have. No waiver of any provision of thisAgreement or consent to any departure by any Credit Party therefrom shall in anyevent be effective unless the same shall be permitted by paragraph (b) of thisSection, and then such waiver or consent shall be effective only in the specificinstance and for the purpose for which given. Without limiting the generality ofthe foregoing, no extension of credit under the Deposit-Funded Credit Agreementshall be construed as a waiver of any default hereunder, regardless of whetherthe Collateral

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Agent or any Secured Party may have had notice or knowledge of such default atthe time. No notice or demand on any Credit Party in any case shall entitle suchCredit Party to any other or further notice or demand in similar or othercircumstances.

(b) Neither this Agreement nor any provision hereof may be waived,amended or modified except pursuant to an agreement or agreements in writingentered into by the Collateral Agent and the Credit Party or Credit Parties withrespect to which such waiver, amendment or modification is to apply, subject toany consent required under the Deposit-Funded Credit Agreement.

SECTION 11.03. Collateral Agent’s Fees and Expenses;Indemnification. (a) The parties hereto agree that the Collateral Agent shall beentitled to reimbursement of its expenses incurred hereunder as provided in theDeposit-Funded Credit Agreement.

(b) Without limitation of its indemnification obligations under theother Credit Documents, each Grantor and each Guarantor, to the fullest extentpermitted under law, jointly and severally agrees to indemnify the CollateralAgent and the other Indemnitees (as defined in the Deposit-Funded CreditAgreement) 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 orasserted against any Indemnitee arising out of the execution, delivery orperformance of this Agreement or any agreement or instrument contemplated herebyor any claim, litigation, investigation or proceeding relating to any of theforegoing or to the Collateral, whether or not any Indemnitee is a partythereto; provided that such indemnity shall not, as to any Indemnitee, beavailable to the extent that such losses, claims, damages, liabilities orrelated expenses shall have resulted from the gross negligence or wilfulmisconduct of such Indemnitee or from the breach of any of its obligations setforth in any Credit Document.

(c) The provisions of this Section shall remain operative and infull force and effect regardless of the termination of this Agreement or anyother Credit Document, the consummation of the transactions contemplated hereby,the repayment of any of the Obligations, the invalidity or unenforceability ofany term or provision of this Agreement or any other Credit Document, or anyinvestigation made by or on behalf of the Collateral Agent or any other SecuredParty. All amounts due under this Section shall be payable promptly afterwritten demand therefor.

SECTION 11.04. Successors and Assigns. Whenever in this Agreementany of the parties hereto is referred to, such reference shall be deemed toinclude the permitted successors and assigns of such party; and all covenants,promises and agreements by or on behalf of any Guarantor or Grantor or theCollateral Agent that are contained in this Agreement shall bind and inure tothe benefit of their respective successors and assigns.

SECTION 11.05. Survival of Agreement. All covenants, agreements,representations and warranties made by the Credit Parties in the CreditDocuments and in the certificates or other instruments prepared or delivered inconnection with or pursuant

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to this Agreement or any other Credit Document shall be considered to have beenrelied upon by the Lenders and shall survive the execution and delivery of theCredit Documents and the making of any Loans and issuance of any Letters ofCredit, regardless of any investigation made by any Lender or on its behalf andnotwithstanding that the Collateral Agent, any Issuing Bank or any Lender mayhave had notice or knowledge of any Default or incorrect representation orwarranty at the time any credit is extended under the Deposit-Funded CreditAgreement, and shall, subject to Section 11.13, continue in full force andeffect as long as the principal of or any accrued interest on any Loan or anyfee or any other amount payable under any Credit Document is outstanding andunpaid or any Letter of Credit is outstanding and so long as the Commitmentsunder the Deposit-Funded Credit Agreement have not expired or terminated.

SECTION 11.06. Counterparts; Effectiveness; Several Agreement. ThisAgreement may be executed in counterparts, each of which shall constitute anoriginal but all of which when taken together shall constitute a singlecontract, and shall become effective as provided in this Section. Delivery of anexecuted signature page to this Agreement by facsimile transmission shall be aseffective as delivery of a manually signed counterpart of this Agreement. ThisAgreement shall become effective as to any Credit Party when a counterparthereof executed on behalf of such Credit Party shall have been delivered to theCollateral Agent and a counterpart hereof shall have been executed on behalf ofthe Collateral Agent, and thereafter shall be binding upon such Credit Party andthe Collateral Agent and their respective permitted successors and assigns, andshall inure to the benefit of such Credit Party, the Collateral Agent and theother Secured Parties and their respective successors and assigns, except thatno Credit Party shall have the right to assign or transfer its rights orobligations hereunder (and any such assignment or transfer shall be void) exceptas expressly contemplated by this Agreement. This Agreement shall be construedas a separate agreement with respect to each Credit Party and may be amended,modified, supplemented, waived or released with respect to any Credit Partywithout the approval of any other Credit Party and without affecting theobligations of any other Credit Party hereunder.

SECTION 11.07. Severability. Any provision of this Agreement held tobe invalid, illegal or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such invalidity, illegality orunenforceability without affecting the validity, legality and enforceability ofthe remaining provisions hereof; and the invalidity of a particular provision ina particular jurisdiction shall not invalidate such provision in any otherjurisdiction. The parties shall endeavor in good-faith negotiations to replacethe invalid, illegal or unenforceable provisions with valid provisions theeconomic effect of which comes as close as possible to that of the invalid,illegal or unenforceable provisions.

SECTION 11.08. Right of Set-Off. Without limitation to theprovisions of Section 4.07, if an Event of Default shall have occurred and becontinuing and the Loans shall have become due and payable pursuant to ArticleVII of the Deposit-Funded Credit Agreement, each Lender and each of itsAffiliates is hereby authorized at any time and from time to time, to thefullest 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

41

other obligations at any time owing by such Lender or Affiliate to or for thecredit or the account of any Credit Party against any of and all the obligationsof such Credit Party now or hereafter existing under this Agreement or any otherCredit Document and owed to such Lender, irrespective of whether or not suchLender shall have made any demand under this Agreement and although suchobligations may be unmatured. The rights of each Lender under this Section arein addition to other rights and remedies (including other rights of set-off)which such Lender may have.

SECTION 11.09. Governing Law; Jurisdiction; Consent to Service ofProcess. (a) This Agreement shall be construed in accordance with and governedby the law of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionallysubmits, for itself and its property, to the nonexclusive jurisdiction of theSupreme Court of the State of New York sitting in New York County and of theUnited States District Court of the Southern District of New York, and anyappellate court from any thereof, in any action or proceeding arising out of orrelating to this Agreement or any other Credit Document, or for recognition orenforcement of any judgment, and each of the parties hereto hereby irrevocablyand unconditionally agrees that all claims in respect of any such action orproceeding may be heard and determined in such New York State or, to the extentpermitted by law, in such Federal court. Each of the parties hereto agrees thata final judgment in any such action or proceeding shall be conclusive and may beenforced in other jurisdictions by suit on the judgment or in any other mannerprovided by law. Nothing in this Agreement or any other Credit Document shallaffect any right that any party hereto may otherwise have to bring any action orproceeding relating to this Agreement or any other Credit Document in the courtsof any jurisdiction.

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

(d) Each party to this Agreement irrevocably consents to service ofprocess in the manner provided for notices in Section 11.01. Nothing in thisAgreement or any other Credit Document will affect the right of any party tothis Agreement to serve process in any other manner permitted by law.

SECTION 11.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBYWAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVETO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OFOR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONSCONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACHPARTY HERETO

42

(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HASREPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THEEVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGESTHAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THISAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THISSECTION.

SECTION 11.11. Headings. Article and Section headings and the Tableof Contents used herein are for convenience of reference only, are not part ofthis Agreement and are not to affect the construction of, or to be taken intoconsideration in interpreting, this Agreement.

SECTION 11.12. Security Interest Absolute. The pledges and securityinterests created hereby and by the Other Security Documents shall be absoluteand unconditional irrespective of (a) any lack of validity or enforceability ofthe Deposit-Funded Credit Agreement, any other Credit Document, any agreementwith respect to any of the Obligations or any other agreement or instrumentrelating to any of the foregoing, (b) any change in the time, manner or place ofpayment of, or in any other term of, all or any of the Obligations, or any otheramendment or waiver of or any consent to any departure from the Deposit-FundedCredit Agreement, any other Credit Document or any other agreement orinstrument, (c) any exchange, release or non-perfection of any Lien on othercollateral, or any release or amendment or waiver of or consent under ordeparture from any guarantee, securing or guaranteeing all or any of theObligations, or (d) any other circumstance that might otherwise constitute adefense available to, or a discharge of, any Grantor or Guarantor in respect ofthe Obligations or this Agreement.

SECTION 11.13. Termination or Release. (a) This Agreement and theOther Security Documents shall terminate and all pledges and security interestscreated hereunder and thereunder shall be automatically released when (i) theprincipal of all Loans, all accrued interest and fees and all other Obligationsdue and owing under the Deposit-Funded Credit Agreement have been paid in full,(ii) the Lenders have no further commitment to lend under the Deposit-FundedCredit Agreement, (iii) the LC Exposures under the Deposit-Funded CreditAgreement have been reduced to zero and (iv) the Issuing Banks under theDeposit-Funded Credit Agreement have no further obligation to issue Letters ofCredit thereunder.

(b) A Subsidiary shall automatically be released from itsobligations as a Grantor or Guarantor hereunder and under each Other SecurityDocument, and all pledges hereunder or under any Other Security Document of andsecurity interests created hereunder or under any Other Security Document in theCollateral of such Subsidiary shall be automatically released, upon theconsummation of any transaction permitted by this Agreement and theDeposit-Funded Credit Agreement as a result of which such Subsidiary ceases tobe a Subsidiary; provided that any consent to such transaction required by theDeposit-Funded Credit Agreement shall have been obtained and the terms of suchconsent shall not provide otherwise.

43

(c) Upon any sale or other transfer of any Collateral permittedunder this Agreement and the Deposit-Funded Credit Agreement by any Grantor toany Person other than the Company or a Subsidiary, or upon the effectiveness ofany written consent to the release of any pledge or security interest createdhereby or by any Other Security Document in respect of any Collateral pursuantto and in accordance with the requirements of the Deposit-Funded CreditAgreement, all pledges hereunder or under any Other Security Document of andsecurity interests created hereunder or under any Other Security Document insuch Collateral shall be automatically released.

(d) At the time the Goodyear Venezuela Transaction is completed, allpledges hereunder or under any Other Security Document of and security interestscreated hereunder or under any Other Security Document in the Equity Interestsof C.A. Goodyear de Venezuela sold by the Company to Goodyear do BrasilProductos de Borraca Ltda. in such transaction shall be automatically released.

(e) In connection with any termination or release pursuant toparagraph (a), (b), (c) or (d) above, the Collateral Agent shall execute anddeliver to each applicable Grantor, at such Grantor’s expense, all documentsthat such Grantor shall reasonably request to evidence such termination orrelease. Any execution and delivery of documents pursuant to this Section shallbe without recourse to or representation or warranty by the Collateral Agent.Notwithstanding paragraph (b) or (c) above, in the case of any Lien on anyEquity Interests in an entity organized under the laws of a jurisdiction outsidethe United States of America, such Lien shall not be released until theCollateral Agent executes and delivers to the applicable Grantor a writtenconsent to such release. The Collateral Agent agrees to execute and deliver anysuch written consent required by the immediately preceding sentence that isrequested by the applicable Grantor in connection with the consummation of anytransaction permitted by this Agreement and the Credit Agreements.

SECTION 11.14. Additional Grantors and Guarantors. (a) Uponexecution and delivery by the Collateral Agent and a Subsidiary of an instrumentin a form agreed to by the Collateral Agent and the Company (an "AdditionalSubsidiary Agreement"), such Subsidiary shall become a party hereto and aGrantor and a Guarantor hereunder to the extent set forth in such AdditionalSubsidiary Agreement and shall, to the extent applicable, guarantee and createpledges of and security interests in its assets to secure the Obligations withthe same force and effect as if originally named as a Grantor or Guarantorherein. At the time any Subsidiary shall become a party to this Agreement asprovided in the preceding sentence, the Schedules hereto shall be supplementedas appropriate to reflect the guarantees, pledges and security interests, asapplicable, given or created by such Subsidiary, and such supplemented Schedulesshall replace the Schedules that shall theretofore have been attached to thisAgreement. The execution and delivery of any Additional Subsidiary Agreement andthe amendment of the Schedules hereto as above provided shall not require theconsent of any other Credit Party. The rights and obligations of each CreditParty shall remain in full force and effect notwithstanding the addition of anynew Credit Party as a party to this Agreement.

44

(b) Any Subsidiary that is a Guarantor may elect to become a Grantorat any time by delivering a certificate in substantially the form agreed to bythe Collateral Agent and the Company or in such other form as may be reasonablyrequired by the Collateral Agent. Any such election shall be effectiveimmediately upon the delivery of such certificate. At the time any such electionis made, the Schedules hereto shall be supplemented as appropriate to reflectthe pledges and security interests given or created by such Subsidiary, and suchsupplemented Schedules shall replace the Schedules that shall theretofore havebeen attached to this Agreement. The execution and delivery of any certificatehereunder and the amendment of the Schedules hereto as above provided shall notrequire the consent of the Collateral Agent or any Credit Party. The rights andobligations of each Credit Party shall remain in full force and effectnotwithstanding the addition of any new Grantor as a party to this Agreement.

SECTION 11.15. Collateral Agent Appointed Attorney-in-Fact. EachGrantor hereby appoints the Collateral Agent the attorney-in-fact of suchGrantor for the purpose of carrying out the provisions of this Agreement andtaking any action and executing any instrument that the Collateral Agent maydeem necessary or advisable to accomplish the purposes hereof in each case uponthe occurrence and during the continuance of an Event of Default, whichappointment is irrevocable and coupled with an interest. Without limiting thegenerality of the foregoing, the Collateral Agent shall have the right, upon theoccurrence and during the continuance of an Event of Default under theDeposit-Funded Credit Agreement (but subject to any applicable provisions ofArticle IX), with full power of substitution either in the Collateral Agent’sname or in the name of such Grantor (a) to receive, endorse, assign and/ordeliver any and all notes, acceptances, checks, drafts, money orders or otherevidences of payment relating to the Collateral of such Grantor or any partthereof; (b) to demand, collect, receive payment of, give receipt for and givedischarges and releases of all or any of the Collateral; (c) to sign the name ofany Grantor on any invoice or bill of lading relating to any of the Collateral;(d) to send verifications of Accounts Receivable to any Account Debtor; (e) tocommence and prosecute any and all suits, actions or proceedings at law or inequity in any court of competent jurisdiction to collect or otherwise realize onall or any of the Collateral or to enforce any rights in respect of anyCollateral; (f) to settle, compromise, compound, adjust or defend any actions,suits or proceedings relating to all or any of the Collateral; (g) to notify, orto require any Grantor to notify, Account Debtors to make payment directly tothe Collateral Agent relating to the Collateral; and (h) to use, sell, assign,transfer, pledge, make any agreement with respect to or otherwise deal with allor any of the Collateral, and to do all other acts and things necessary to carryout the purposes of this Agreement, as fully and completely as though theCollateral Agent were the absolute owner of the Collateral for all purposes;provided that nothing herein contained shall be construed as requiring orobligating the Collateral Agent to make any commitment or to make any inquiry asto the nature or sufficiency of any payment received by the Collateral Agent, orto present or file any claim or notice, or to take any action with respect tothe Collateral or any part thereof or the moneys due or to become due in respectthereof or any property covered thereby. The Collateral Agent and the otherSecured Parties shall be accountable only for amounts actually received as aresult of the exercise of the powers granted to them herein, and neither theynor their officers, directors, employees or agents shall be responsible to anyGrantor for any act or failure to

45

act hereunder, except for their own gross negligence or wilful misconduct or thebreach of such Person of its obligations set forth herein.

46

THE GOODYEAR TIRE & RUBBER COMPANY

by

/s/ Darren R. Wells --------------------------------------- Name: Darren R. Wells Title: Vice President and Treasurer

JPMORGAN CHASE BANK, individually and as Administrative Agent and Collateral Agent,

by

/s/ Gary L. Spevack --------------------------------------- Name: Gary L. Spevack Title: Vice President

ALLIED TIRE SALES, INC., as a GUARANTOR and a GRANTOR

by

/s/ Darren R. Wells --------------------------------------- Name: Darren R. Wells Title: Vice President

BELT CONCEPTS OF AMERICA, INC., as a GUARANTOR and a GRANTOR

by


CELERON CORPORATION, as a GUARANTOR

by


COSMOFLEX, INC., as a GUARANTOR and a GRANTOR

by


DAPPER TIRE CO., INC., as a GUARANTOR and a GRANTOR

by


DIVESTED COMPANIES HOLDING COMPANY, as a GUARANTOR and a GRANTOR

by

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

by

/s/ Randall M. Loyd --------------------------------------- Name: Randall M. Loyd Title: Vice President

DIVESTED LITCHFIELD PARK PROPERTIES, INC., as a GUARANTOR and a GRANTOR

by

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

by

/s/ Randall M. Loyd --------------------------------------- Name: Randall M. Loyd Title: Vice President

GOODYEAR FARMS, INC., as a GUARANTOR and a GRANTOR

by


GOODYEAR INTERNATIONAL CORPORATION, as a GUARANTOR and a GRANTOR

by


GOODYEAR WESTERN HEMISPHERE CORPORATION, as a GUARANTOR

by


THE KELLY-SPRINGFIELD TIRE CORPORATION, as a GUARANTOR and a GRANTOR

by


WHEEL ASSEMBLIES INC., as a GUARANTOR

by


WINGFOOT COMMERCIAL TIRE SYSTEMS, LLC, as a GUARANTOR and a GRANTOR

by


WINGFOOT VENTURES EIGHT INC., as a GUARANTOR and a GRANTOR

by

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

GOODYEAR CANADA INC., as a GUARANTOR and a GRANTOR

by

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

by

/s/ R. M. Hunter --------------------------------------- Name: R. M. Hunter Title: Assistant Secretary

EXHIBIT 4.2

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

DEPOSIT-FUNDED CREDIT AGREEMENT

dated as of

August 17, 2004

among

THE GOODYEAR TIRE & RUBBER COMPANY, as Borrower,

The LENDERS Party Hereto,

The ISSUING BANKS Party Hereto,

BNP PARIBAS, as Syndication Agent,

and

JPMORGAN CHASE BANK, as Administrative Agent

J.P. MORGAN SECURITIES INC., BNP PARIBAS, as Joint Lead Arranger as Joint Lead Arranger and Sole Bookrunner

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

TABLE OF CONTENTS

<TABLE><CAPTION> Page ----<S> <C> ARTICLE I

Definitions

SECTION 1.01. Defined Terms....................................................... 1SECTION 1.02. Classification of Loans and Borrowings.............................. 23SECTION 1.03. Foreign Currency Translation........................................ 23SECTION 1.04. Terms Generally..................................................... 24SECTION 1.05. Accounting Terms; GAAP.............................................. 24

ARTICLE II

The Credits

SECTION 2.01. Deposit Account..................................................... 25SECTION 2.02. Loans and Borrowings................................................ 28SECTION 2.03. Requests for Borrowing.............................................. 29SECTION 2.04. Letters of Credit................................................... 30SECTION 2.05. Funding of Borrowings............................................... 36SECTION 2.06. Interest Elections.................................................. 36SECTION 2.07. Reductions of Commitments........................................... 37SECTION 2.08. Repayment of Loans; Evidence of Debt................................ 38SECTION 2.09. Prepayment of Loans................................................. 38SECTION 2.10. Fees................................................................ 39SECTION 2.11. Interest............................................................ 40SECTION 2.12. Alternate Rate of Interest.......................................... 41SECTION 2.13. Increased Costs..................................................... 42SECTION 2.14. Break Funding Payments.............................................. 43SECTION 2.15. Taxes............................................................... 44SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Setoffs.......... 45SECTION 2.17. Mitigation Obligations; Replacement of Lenders...................... 47

ARTICLE III

Representations and Warranties

SECTION 3.01. Organization; Powers................................................ 48SECTION 3.02. Authorization; Enforceability....................................... 48SECTION 3.03. Governmental Approvals; No Conflicts................................ 48SECTION 3.04. Financial Statements; No Material Adverse Change.................... 49SECTION 3.05. Litigation and Environmental Matters................................ 49SECTION 3.06. Compliance with Laws and Agreements................................. 49SECTION 3.07. Investment and Holding Company Status............................... 50</TABLE>

<TABLE><S> <C>SECTION 3.08. ERISA and Canadian Pension Plans.................................... 50SECTION 3.09. Disclosure.......................................................... 50SECTION 3.10. Security Interests.................................................. 50SECTION 3.11. Use of Proceeds and Letters of Credit............................... 52

ARTICLE IV

Conditions

SECTION 4.01. Effective Date...................................................... 52SECTION 4.02. Each Credit Event................................................... 55

ARTICLE V

Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information.......................... 56SECTION 5.02. Notices of Defaults................................................. 58SECTION 5.03. Existence; Conduct of Business...................................... 58SECTION 5.04. Maintenance of Properties........................................... 58SECTION 5.05. Books and Records; Inspection and Audit Rights...................... 58SECTION 5.06. Compliance with Laws................................................ 58SECTION 5.07. Insurance........................................................... 59SECTION 5.08. Guarantees and Collateral........................................... 59

ARTICLE VI

Negative Covenants

SECTION 6.01. Indebtedness and Preferred Equity Interests......................... 61SECTION 6.02. Liens............................................................... 64SECTION 6.03. Sale and Leaseback Transactions..................................... 66SECTION 6.04. Fundamental Changes................................................. 67SECTION 6.05. Investments, Loans, Advances and Guarantees......................... 67SECTION 6.06. Asset Dispositions.................................................. 69SECTION 6.07. Restricted Payments................................................. 70SECTION 6.08. Capital Expenditures................................................ 71SECTION 6.09. Interest Expense Coverage Ratio..................................... 72SECTION 6.10. Consolidated Net Worth.............................................. 72SECTION 6.11. Senior Secured Indebtedness Ratio................................... 72</TABLE>

ii

<TABLE><S> <C> ARTICLE VII

Events of Default

SECTION 7.01. Events of Default................................................... 72

ARTICLE VIII

The Agents

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices............................................................. 78SECTION 9.02. Waivers; Amendments................................................. 79SECTION 9.03. Expenses; Indemnity; Damage Waiver.................................. 80SECTION 9.04. Successors and Assigns.............................................. 81SECTION 9.05. Survival............................................................ 85SECTION 9.06. Counterparts; Integration; Effectiveness; Issuing Banks............. 86SECTION 9.07. Severability........................................................ 86SECTION 9.08. Right of Setoff..................................................... 86SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process.......... 86SECTION 9.10. WAIVER OF JURY TRIAL................................................ 87SECTION 9.11. Headings............................................................ 87SECTION 9.12. Confidentiality..................................................... 87SECTION 9.13. Interest Rate Limitation............................................ 88SECTION 9.14. Security Documents.................................................. 88SECTION 9.15. Additional Financial Covenants...................................... 89SECTION 9.16. USA Patriot Act Notice.............................................. 89</TABLE>

SCHEDULES:

Schedule 1.01A -- Consent SubsidiariesSchedule 1.01B -- Mortgaged Properties

Schedule 1.01C -- Senior Subordinated-Lien IndebtednessSchedule 2.01 -- CommitmentsSchedule 2.04 -- Existing Letters of CreditSchedule 3.10(b)-- Mortgaged PropertiesSchedule 3.10(c)-- Material Intellectual PropertySchedule 4.01 -- Post-Effective Date Delivery RequirementsSchedule 6.01 -- Existing IndebtednessSchedule 6.02 -- Existing LiensSchedule 6.06 -- Asset Dispositions

iii

EXHIBITS:

Exhibit A -- Form of Borrowing RequestExhibit B -- Form of Interest Election RequestExhibit C -- Form of Promissory NoteExhibit D -- Form of Assignment and Assumption

Exhibit E-1 -- Form of Opinion of Borrower’s Outside CounselExhibit E-2 -- Form of Opinion of Borrower’s General CounselExhibit F -- Guarantee and Collateral Agreement

Exhibit G -- Permitted Asset Sale Provision for Senior Subordinated-Lien Indebtedness

iv

DEPOSIT-FUNDED CREDIT AGREEMENT dated as of August 17, 2004 (this "Agreement"), among THE GOODYEAR TIRE & RUBBER COMPANY; the LENDERS party hereto; the ISSUING BANKS party hereto; JPMORGAN CHASE BANK, as Administrative Agent; and BNP PARIBAS, as Syndication Agent.

The Borrower has requested the Lenders to extend credit to theBorrower in the form of Borrowings and Letters of Credit in an aggregateprincipal or stated amount not in excess of $680,000,000 at any timeoutstanding. The Lenders are willing to extend such credit to the Borrower onthe terms and subject to the conditions herein set forth. The proceeds ofBorrowings hereunder will be used for general corporate purposes of the Borrowerand the Subsidiaries. Letters of Credit will be used for general corporatepurposes 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, thefollowing terms have the meanings specified below:

"ABL Facilities Agreement" means the Amended and Restated Term Loanand Revolving Credit Agreement dated as of February 19, 2004, among theBorrower, certain lenders, JPMCB, as administrative agent, Citicorp USA, Inc.,as syndication agent, and Bank of America, N.A. and CIT Financial Group, asdocumentation agents.

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

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

"Administrative Agent" means JPMCB, in its capacity asadministrative agent for the Lenders hereunder, and its successors in suchcapacity.

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

"Affiliate" means, with respect to a specified Person, anotherPerson that directly, or indirectly through one or more intermediaries, Controlsor 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 tothe greater of (a) the Prime Rate in effect on such day and (b) the FederalFunds Effective Rate in effect on such day plus 1/2 of 1%. Any change in theAlternate Base Rate due to a change in the Prime Rate or the Federal FundsEffective Rate shall be effective from and including the effective date of suchchange in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Applicable Percentage" means, with respect to any Lender, thepercentage of the Total Commitment represented by such Lender’s Commitment. Ifthe Commitments have terminated or expired, the Applicable Percentages shall bedetermined based upon the Commitments most recently in effect, giving effect toany assignments.

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

"Arrangers" means J.P. Morgan Securities Inc., as Joint LeadArranger and Sole Bookrunner, and BNP Paribas, as Joint Lead Arranger, for thecredit facilities established by this Agreement.

"Assignment and Assumption" means an assignment and assumptionentered into by a Lender and an assignee (with the consent of any party whoseconsent 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 LeasebackTransaction, the present value (computed in accordance with GAAP and, in thecase of a Sale and Leaseback Transaction that does not result in Capital LeaseObligations, as if the obligations incurred in connection with such Sale andLeaseback Transaction were Capital Lease Obligations) of the total obligationsof the lessee for rental payments during the remaining term of the leaseincluded in such Sale and Leaseback Transaction (including any period for whichsuch lease has been extended). In the case of any lease which is terminable bythe lessee upon payment of a penalty, the Attributable Debt shall be the lesserof (i) the Attributable Debt determined assuming termination upon the first datesuch lease may be terminated (in which case the Attributable Debt shall alsoinclude the amount of the penalty, but no rent shall be considered as requiredto be paid under such lease subsequent to the first date upon which it may be soterminated) and (ii) the Attributable Debt determined assuming no suchtermination.

"Availability Period" means the period from and including theEffective Date to but excluding the earlier of (a) the Commitment TerminationDate and (b) any other date on which the Commitments are terminated.

"Benchmark LIBO Rate" has the meaning set forth in Section 2.01(d).

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

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

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

"Borrowing Request" means a request by the Borrower for a Borrowingin 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 otherday on which commercial banks in New York City are authorized or required by lawto 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 openfor dealings in dollar deposits in the London interbank market.

"Canadian Benefit Plans" means all material employee benefit plansof any nature or kind whatsoever that are not Canadian Pension Plans and aremaintained or contributed to by any Credit Party having employees in Canada.

"Canadian Pension Plans" means each plan which is a registeredpension plan within the meaning of the Income Tax Act (Canada).

"Canadian Security Agreements" has the meaning assigned to such termin the Guarantee and Collateral Agreement.

"Capital Expenditures" means, for any period, (a) the additions toproperty, plant and equipment and other capital expenditures of the Borrower andthe Subsidiaries that are (or would be) set forth in a statement of cash flowsof the Borrower and its Consolidated Subsidiaries for such period prepared inaccordance with GAAP, excluding capitalized software expenses, and (b) CapitalLease Obligations incurred by the Borrower and its Consolidated Subsidiariesduring such period (other than any such Capital Lease Obligations that shallrelate to assets acquired in transactions reflected in Capital Expenditures forany earlier period). For purposes of this definition, (i) the purchase price ofequipment or other fixed assets that are purchased simultaneously with thetrade-in of existing assets or with insurance proceeds shall be included inCapital Expenditures only to the extent of the gross amount by which suchpurchase price exceeds the credit granted by the seller of such assets for theassets being traded in at such time or the amount of such insurance proceeds, asthe case may be, (ii) acquisitions

permitted by Section 6.05(e) shall be excluded and (iii) "Capital Expenditures"in respect of any period shall be reduced by the amount of Customer CapitalExpenditures that are directly paid by customers during such period and by theamount of reimbursements the Borrower or any Subsidiary shall have receivedduring such period from customers in respect of Customer Capital Expenditures;provided that the aggregate amount of such reductions shall not exceed$50,000,000 in any fiscal year.

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

"Change in Control" means (a) the acquisition of ownership, directlyor indirectly, beneficially or of record, by any Person or group (within themeaning of the Securities Exchange Act of 1934, as amended, and the rules of theUnited States Securities and Exchange Commission thereunder as in effect on thedate hereof), of Equity Interests representing more than 50% of the aggregateordinary voting power represented by the issued and outstanding Equity Interestsof the Borrower; or (b) occupation of a majority of the seats (other than vacantseats) 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 theBorrower nor (ii) appointed by directors so nominated.

"Change in Law" means (a) the adoption of any law, rule orregulation after the date of this Agreement, (b) any change in any law, rule orregulation or in the interpretation or application thereof by any GovernmentalAuthority after the date of this Agreement or (c) compliance by any Lender orany Issuing Bank (or, for purposes of Section 2.13(b), by any lending office ofsuch 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 oflaw) of any Governmental Authority made or issued after the date of thisAgreement.

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

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

"Collateral" has the meaning set forth in the Guarantee andCollateral Agreement.

"Collateral Agent" means JPMCB, in its capacity as collateral agentfor the Lenders under the Guarantee and Collateral Agreement and the otherSecurity Documents.

"Commitment" means, with respect to each Lender, an amountrepresenting the maximum permitted aggregate amount of such Lender’s CreditExposure hereunder, as such amount may be (a) reduced or increased from time totime pursuant to Section 2.07 and (b) reduced or increased from time to timepursuant to assignments by or to such Lender pursuant to Section 9.04. For theavoidance of doubt, a Lender’s Commitment shall be deemed "unused" at any timeto the extent it exceeds such Lender’s Credit Exposure at such time. The initialamount of each Lender’s Commitment is set forth on Schedule 2.01 or in theAssignment and Assumption pursuant to which such Lender shall have assumed itsCommitment, as applicable. The initial aggregate amount of the Lenders’Commitments is $680,000,000.

"Commitment Termination Date" means September 30, 2007.

"Consent Subsidiary" means (a) any Subsidiary listed on Schedule1.01A and (b) any Subsidiary not on Schedule 1.01A or formed or acquired afterthe Effective Date, in respect of which (A) the consent of any Person other thanthe Borrower or any Wholly Owned Subsidiary is required by applicable law or theterms of any organizational document of such Subsidiary or other agreement ofsuch Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiaryto execute the Guarantee and Collateral Agreement as a Grantor or a SubsidiaryGuarantor and perform its obligations thereunder, or in order for EquityInterests of such Subsidiary to be pledged under the Security Documents, as thecase may be, and (B) the Borrower endeavored in good faith to obtain suchconsents and such consents shall not have been obtained. Notwithstanding theforegoing, no Subsidiary shall be a Consent Subsidiary at any time that it is aguarantor of, or has provided any collateral to secure, Indebtedness forborrowed money of the Borrower, and any Consent Subsidiary (including a ConsentSubsidiary listed in Schedule 1.01A) that at any time ceases to meet the testset forth in clause (A) shall cease to be a Consent Subsidiary. No Subsidiaryshall be a Consent Subsidiary if it is a US Guarantor or a US Facilities Grantorunder the Master Guarantee and Collateral Agreement.

"Consolidated EBITDA" means, for any period, Consolidated Net Incomefor such period plus (a) without duplication and to the extent deducted indetermining such Consolidated Net Income, the sum for the Borrower and itsConsolidated Subsidiaries of (i) Consolidated Interest Expense for such period,(ii) income tax expense for such period, (iii) all amounts attributable todepreciation and amortization for such period, (iv) all non-cash non-recurringcharges for such period, (v) all Rationalization Charges for such period, (vi)other expense for such period, (vii) equity in losses of affiliates for suchperiod, (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 NetIncome (except with respect to (ii) and (iii) below), (i) any non-cashextraordinary gains for such period, (ii) cash expenditures (other thanRationalization Charges) during such period in respect of items that resulted innon-cash non-recurring charges during any prior period after March 31, 2003,(iii) Excess Cash Rationalization Charges, (iv) other income for such period,(v) equity in earnings of affiliates for such period, (vi) foreign exchangecurrency gains for such period and (vii) minority interest in net losses ofsubsidiaries for such

period, all determined on a consolidated basis in accordance with GAAP. Eachitem referred to in this definition and not defined elsewhere in this Agreementwill be computed by a method consistent with that used in preparing thefinancial 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 imputedinterest expense in respect of Capital Lease Obligations and excluding fees andother origination costs included in interest expense and arising fromIndebtedness incurred at any time) of the Borrower and its ConsolidatedSubsidiaries for such period, determined in accordance with GAAP but excludingcapitalized interest, (b) all cash dividends paid during such period in respectof Permitted Preferred Stock and (c) all finance expense related toSecuritization Transactions of the Borrower and its Consolidated Subsidiariesfor such period, excluding amortization of origination and other fees.

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

"Consolidated Net Worth" means, as of the last day of any fiscalquarter, (a) the sum for the Borrower of (i) the stated value of outstandingcommon stock, (ii) capital surplus and (iii) retained earnings, excluding forpurposes of such calculation the effect of (A) all non-cash non-recurringcharges (including the $84,700,000 of charges incurred in connection with theBorrower’s restatement of its financial statements from 1998 through the secondquarter of 2003, reflected in SEC filings made in the fourth quarter of 2003),and all non-cash Rationalization Charges and (B) all losses and gains on salesof assets other than in the ordinary course of business and all other non-cashnon-recurring gains, in each case in (A) and (B) above after December 31, 2002,minus (b) any portion of the amount computed pursuant to clause (a) of thisdefinition that is attributable to Tire & Wheel Assemblies, Inc.

"Consolidated Revenue" means, for any period, the revenues of theBorrower and its Consolidated Subsidiaries for such period, determined inaccordance 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 (other than up to $2,500,000,000aggregate principal amount of Senior Subordinated-Lien Indebtedness) that isincluded on the Borrower’s consolidated balance sheet and is secured by anyassets of the Borrower or a Consolidated Subsidiary, (b) all Capital LeaseObligations, (c) all synthetic lease financings, (d) all Indebtedness of SouthPacific Tyres that is secured by any of its assets or assets of the Borrower ora Consolidated Subsidiary and (e) all Securitization Transactions, alldetermined in accordance with GAAP. For purposes of computing ConsolidatedSenior Secured Indebtedness, the amount of any synthetic lease financing shallequal the amount that would be capitalized in respect of such lease if it were aCapital Lease Obligation.

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

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

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

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

"Credit Exposure" means, with respect to any Lender at any time, thesum of the outstanding principal amount of such Lender’s Loans and such Lender’sLC Exposure at such time.

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

"Customer Capital Expenditures" shall mean all or any portion of thepurchase price of equipment or other fixed assets purchased for use in thebusiness of the Borrower or any Subsidiary that is paid directly, or reimbursedto the Borrower or any Subsidiary, by customers of the Borrower or any of theSubsidiaries that are not Affiliates of the Borrower.

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

"Deposit" means, with respect to each Lender at any time, amountsactually on deposit in the Deposit Account to the credit of such Lender’sSub-Account at such time.

"Deposit Account" means the "Goodyear 2004 Deposit-Funded CreditAgreement Deposit Account" established by the Administrative Agent at JPMCBpursuant to Section 2.01(a).

"Deposit Return" has the meaning set forth in Section 2.01(d).

"Designated Debt" means Indebtedness of the Borrower that maturesduring any of the calendar years 2005, 2006, 2007 and 2008.

"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 filed with the Securities and Exchange Commission on orprior to July 31, 2004, or (ii) filed with the Securities and ExchangeCommission after such date and prior to the Effective Date and delivered to theAdministrative Agent prior to the date hereof.

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

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

"Effective Date" means the date on which the conditions specified inSection 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 bindingagreements issued, promulgated or entered into by any Governmental Authority,relating in any way to the environment, preservation or reclamation of naturalresources, the presence, the management or release of, or exposure to, anyHazardous 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, naturalresource damages and remediation costs), whether contingent or otherwise,arising out of or relating to (a) compliance or non-compliance with anyEnvironmental Law, (b) the generation, use, handling, transportation, storage,treatment or disposal of any Hazardous Materials, (c) exposure to any HazardousMaterials, (d) the release of any Hazardous Materials or (e) any contract,agreement or other consensual arrangement pursuant to which liability is assumedor imposed with respect to any of the foregoing.

"Equity Interests" means shares of capital stock, partnershipinterests, membership interests in limited liability companies, beneficialinterests in trusts or other equity ownership interests in any Persons, and anywarrants, options or other rights entitling the holders thereof to purchase oracquire 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 notincorporated) that, together with the Borrower or any Subsidiary, is treated asa single employer under Section 414(b) or (c) of the Code or, solely forpurposes of Section 302 of ERISA and Section 412 of the Code, is treated as asingle employer under Section 414 of the Code.

"ERISA Event" means (a) any "reportable event", as defined inSection 4043 of ERISA or the regulations issued thereunder, with respect to anyPlan

(other than an event for which the 30-day notice period is waived or an eventdescribed in Section 4043.33 of Title 29 of the Code of Federal Regulations);(b) the existence with respect to any Plan of an "accumulated fundingdeficiency" (as defined in Section 412 of the Code or Section 302 of ERISA) asto which a waiver has not been obtained; (c) the incurrence by the Borrower, aSubsidiary or any ERISA Affiliate of any liability under Title IV of ERISA withrespect to the termination of any Plan; (d) the treatment of a Plan amendment asa termination under Section 4041 of ERISA; (e) any event or condition, otherthan the Transactions, that would be materially likely to result in thetermination of, or the appointment of a trustee to administer, any Plan orMultiemployer 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 anynotice of an intention to terminate any Plan or to appoint a trustee toadminister any Plan; (g) the incurrence by the Borrower, any Subsidiary or anyERISA Affiliate of any liability under Title IV of ERISA with respect to thewithdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (h) thereceipt by the Borrower, any Subsidiary or any ERISA Affiliate of any notice, orthe receipt by any Multiemployer Plan from the Borrower, any Subsidiary or anyERISA Affiliate of any notice, concerning the imposition of Withdrawal Liabilityor a determination that a Multiemployer Plan is, or is expected to be, insolventor 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 bearinginterest at a rate determined by reference to the Adjusted LIBO Rate.

"European Facilities Agreement" means the $650,000,000 Term Loan andRevolving Credit Agreement dated as of March 31, 2003, among the European JV,the other borrowers thereunder, certain lenders and JPMCB, as administrativeagent.

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

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

"Excess Cash Rationalization Charges" means, for any period, cashexpenditures of the Borrower and its Consolidated Subsidiaries in such periodwith respect to Rationalization Charges recorded on the Borrower’s consolidatedincome statement after March 31, 2003; provided, however that for such cashexpenditures incurred after September 1, 2003, Excess Cash RationalizationCharges shall only include the aggregate amount of such cash expenditures whichexceed 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 EquityInterests or Indebtedness pursuant to Section 6.01(q).

"Excluded Subsidiary" means any Subsidiary with only nominal assetsand no operations. No Subsidiary shall be an Excluded Subsidiary if it is a USGuarantor or a US Facilities Grantor under the Master Guarantee and CollateralAgreement.

"Excluded Taxes" means, with respect to the Administrative Agent,any Lender, any Issuing Bank or any other recipient of any payment to be made byor on account of any obligation of the Borrower hereunder, (a) income orfranchise taxes imposed on (or measured by) its net income by the United Statesor by the jurisdiction under the laws of which such recipient is organized or inwhich its principal office is located or, in the case of any Lender, in whichits applicable lending office is located, (b) any branch profits taxes imposedby the United States or any similar tax imposed by any other jurisdictiondescribed in clause (a) above and (c) (i) any withholding tax that is imposed bythe United States on amounts payable to a Foreign Lender (other than an assigneepursuant to a request by the Borrower under Section 2.17(b)) at the time suchForeign Lender first becomes a party to this Agreement (or designates a newlending 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 (orassignment), to receive additional amounts from the Borrower with respect tosuch withholding tax pursuant to Section 2.15(a) or (ii) any withholding taxthat is imposed by the United States on amounts payable to a Foreign Lender thatis attributable to such Foreign Lender’s failure to comply with Section 2.15(f).

"Existing Letters of Credit" means the letters of credit outstandingas "Letters of Credit" as of the Effective Date under the US Revolving FacilityAgreement, each of which is set forth on Schedule 2.04.

"Federal Funds Effective Rate" means, for any day, the weightedaverage (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates onovernight Federal funds transactions with members of the Federal Reserve Systemarranged by Federal funds brokers, as published on the next succeeding BusinessDay by the Federal Reserve Bank of New York, or, if such rate is not sopublished for any day that is a Business Day, the average (rounded upwards, ifnecessary, to the next 1/100 of 1%) of the quotations for such day for suchtransactions received by the Administrative Agent from three Federal fundsbrokers of recognized standing selected by it.

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

"Foreign Lender" means any Lender that is organized under the lawsof a jurisdiction other than that in which the Borrower is located. For purposesof this definition, the United States, each State thereof and the District ofColumbia shall be deemed to constitute a single jurisdiction.

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

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

"GAAP" means generally accepted accounting principles in the UnitedStates.

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

"Grantors" means the Borrower and each North American Subsidiarythat has become, or is required to become, a Grantor (as defined in theGuarantee and Collateral Agreement) and, if applicable, a party to any CanadianSecurity Agreement pursuant to Section 4.01(k) or Section 5.08.

"Guarantee" of or by any Person (the "guarantor") means anyobligation, contingent or otherwise, of the guarantor guaranteeing or having theeconomic effect of guaranteeing any Indebtedness of any other Person (the"primary obligor") in any manner, whether directly or indirectly, and includingany obligation of the guarantor, direct or indirect, (a) to purchase or pay (oradvance or supply funds for the purchase or payment of) such Indebtedness or topurchase (or to advance or supply funds for the purchase of) any security forthe payment thereof, (b) to purchase or lease property, securities or servicesfor the purpose of assuring the owner of such Indebtedness of the paymentthereof, (c) to maintain working capital, equity capital or any other financialstatement condition or liquidity of the primary obligor so as to enable theprimary obligor to pay such Indebtedness or (d) as an account party in respectof any letter of credit or letter of guaranty issued to support suchIndebtedness; provided, that the term Guarantee shall not include endorsementsfor collection or deposit in the ordinary course of business. The amount of anyGuarantee of any guaranteeing person shall be deemed to be the lower of (a) anamount equal to the stated or determinable amount of the primary obligation inrespect of which such Guarantee is made and (b) the maximum amount for whichsuch guaranteeing person may be liable pursuant to the terms of the instrumentembodying such Guarantee, unless such primary obligation and the maximum amountfor 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’smaximum reasonably anticipated liability (assuming such person is required toperform) in respect thereof as determined in such person’s good faith.

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

"Hazardous Materials" means (a) petroleum products and byproducts,asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radongas, chlorofluorocarbons and all other ozone-depleting substances; and (b) anypollutant or contaminant or any hazardous, toxic, radioactive or otherwiseregulated chemical, material, substance or waste that is prohibited, limited orregulated pursuant to any applicable Environmental Law.

"Indebtedness" of any Person means, without duplication, (a) allobligations of such Person for borrowed money, (b) all obligations of suchPerson evidenced by bonds, debentures, notes or similar instruments, (c) allobligations of such Person under conditional sale or other title retentionagreements relating to property acquired by such Person, (d) all obligations ofsuch 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 suchIndebtedness has an existing right to be secured by) any Lien on property ownedor acquired by such Person, whether or not the Indebtedness secured thereby hasbeen assumed, (f) all Guarantees by such Person of Indebtedness of others, (g)all Capital Lease Obligations of such Person, (h) all obligations, contingent orotherwise, of such Person as an account party in respect of letters of creditand letters of guaranty and (i) all Securitization Transactions of such Person.The Indebtedness of any Person shall include the Indebtedness of any otherentity (including any partnership in which such Person is a general partner) tothe extent such Person is liable therefor as a result of such Person’s ownershipinterest in such entity. The Deposits shall in no event constitute Indebtednessof the Borrower.

"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 InformationMemorandum dated July 2004 relating to the Borrower and the Transactions.

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

"Interest Payment Date" means (a) with respect to any ABR Loan, thelast day of each March, June, September and December and (b) with respect to anyEurodollar Loan, the last day of the Interest Period applicable to the Borrowingof which such Loan is a part and, in the case of a Eurodollar Borrowing with anInterest Period of more than three months’ duration, each day prior to the lastday of such Interest Period that occurs at intervals of three months’ durationafter 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 thenumerically corresponding day in the calendar month that is one, two, three orsix months thereafter, as the Borrower may elect; provided that (i) if anyInterest Period would end on a day other than a Business Day, such InterestPeriod shall be extended to the next succeeding Business Day unless such nextsucceeding Business Day would fall in the next calendar month, in which casesuch Interest Period shall end on the next preceding Business Day and (ii) anyInterest 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 nonumerically corresponding day in the last calendar month of such InterestPeriod) shall end on the last Business Day of the last calendar month of suchInterest Period. For purposes hereof, the date of a Borrowing initially shall bethe 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 orcontinuation of such Borrowing.

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

"Issuing Bank" means JPMCB, BNP Paribas, Bank of America, Bank One,N.A., Citibank, N.A., Deutsche Bank AG, New York Branch, Credit Suisse FirstBoston, acting through its Cayman Islands branch, and any other financialinstitution that has entered into an Issuing Bank Agreement, each in itscapacity as an issuer of Letters of Credit hereunder, and its successors in suchcapacity as provided in Section 2.04(i). Each Issuing Bank may, in itsdiscretion, arrange for one or more Letters of Credit to be issued by Affiliatesor branches of such Issuing Bank, in which case the term "Issuing Bank" shallinclude any such Affiliate or branch with respect to Letters of Credit issued bysuch Affiliate or branch.

"Issuing Bank Agreement" means an agreement in form reasonablysatisfactory to the Borrower and the Administrative Agent pursuant to which afinancial institution agrees to act as an Issuing Bank hereunder.

"JPMCB" means JPMorgan Chase Bank and its successors.

"Junior Securities" means, collectively, any SeniorSubordinated-Lien Indebtedness and any Indebtedness or preferred EquityInterests issued under Section 6.01(q).

"LC Commitment" means, as to any Issuing Bank, the maximum permittedamount of the LC Exposure that may be attributable to Letters of Credit issuedby such Issuing Bank, as set forth in such Issuing Bank’s Issuing BankAgreement.

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

"LC Exposure" means, at any time, the sum of (a) the aggregateundrawn amount of all outstanding Letters of Credit at such time plus (b) theaggregate amount of all LC Disbursements that have not yet been reimbursed by oron behalf of the Borrower at such time (by the borrowing of Loans or otherwise).The LC Exposure of any Lender at any time shall be its Applicable Percentage ofthe total LC Exposure at such time.

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

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

"LIBO Rate" means, with respect to any Eurodollar Borrowing for anyInterest 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 orsubstitute for such Service, providing rate quotations comparable to thosecurrently provided on such page of such Service, as determined by theAdministrative Agent from time to time for purposes of providing quotations ofinterest rates applicable to dollar deposits in the London interbank market) atapproximately 11:00 a.m., London time, two Business Days prior to thecommencement of such Interest Period, as the rate for dollar deposits with amaturity comparable to such Interest Period. In the event that such rate is notavailable at such time for any reason with respect to any Eurodollar Borrowing,then the "LIBO Rate" with respect to such Eurodollar Borrowing for such InterestPeriod shall be the rate (rounded upwards, if necessary, to the next 1/100 of1%) at which dollar deposits of $5,000,000 and for a maturity comparable to suchInterest Period are offered by the principal London office of the AdministrativeAgent in immediately available funds in the London interbank market atapproximately 11:00 a.m., London time, two Business Days prior to thecommencement of such Interest Period.

"Lien" means, with respect to any asset, (a) any mortgage, deed oftrust, French delegation of claims, lien, pledge, hypothecation, encumbrance,charge or security interest in, on or of such asset, (b) the interest of avendor or a lessor under any conditional sale agreement, capital lease or titleretention agreement (or any financing lease having substantially the sameeconomic effect as any of the foregoing) relating to such asset and (c) in thecase of securities, any purchase option, call or similar right of a third partywith respect to such securities.

"Lien Subordination and Intercreditor Agreement" means the LienSubordination and Intercreditor Agreement dated as of March 12, 2004, among theCollateral Agent, Wilmington Trust Company, the Initial Junior IndebtednessCollateral Agent, the Borrower and the Subsidiary Guarantors.

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

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

"Majority Lenders" means, at any time, Lenders having aggregateCredit Exposures and unused Commitments representing at least a majority of thesum of the total Credit Exposures and unused Commitments at such time.

"Master Guarantee and Collateral Agreement" means the MasterGuarantee and Collateral Agreement dated as of March 31, 2003, as Amended andRestated as of February 20, 2004, among the Borrower, the Subsidiary Guarantors,the

Grantors, certain other Subsidiaries and JPMCB, in its capacity as CollateralAgent under the credit agreements described therein.

"Material Adverse Change" means a material adverse change in oreffect on (a) the business, operations, properties, assets or financialcondition (including as a result of the effects of any contingent liabilitiesthereon) of the Borrower and the Subsidiaries, taken as a whole, (b) the abilityof the Credit Parties, taken as a whole, to perform obligations under thisAgreement and the other Credit Documents that are material to the rights orinterests of the Lenders or (c) the rights of or benefits available to theLenders or the Issuing Banks under this Agreement and the other Credit Documentsthat are material to the interests of the Lenders or the Issuing Banks.

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

"Material Indebtedness" means Indebtedness (other than the Loans andLetters of Credit), or obligations in respect of one or more Swap Agreements, ofany one or more of the Borrower and the Subsidiaries in an aggregate principalamount exceeding $25,000,000. For purposes of determining Material Indebtedness,the "principal amount" of the obligations of the Borrower or any Subsidiary inrespect of any Swap Agreement at any time shall be the maximum aggregate amount(giving effect to any netting agreements) that the Borrower or such Subsidiarywould 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 (asdefined in the Guarantee and Collateral Agreement) of the Borrower and theGrantors, other than Intellectual Property that in the aggregate is not materialto the business of the Borrower and the Subsidiaries, taken as a whole.

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

"Moody’s" means Moody’s Investors Service, Inc., or any successorthereto.

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

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

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

"NAIC" means the National Association of Insurance Commissioners.

"Net Cash Proceeds" shall have the meaning assigned to such term inthe US Term Facility Agreement; provided, that the Net Cash Proceeds of anyevent that is not a Prepayment Event shall be determined as if such event were aPrepayment Event.

"New Facilities Credit Agreements" means the ABL FacilitiesAgreement and the European Facilities Agreement.

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

"North American Subsidiary" means any Subsidiary organized under thelaws of the United States or Canada or any of their respective states,provinces, territories or possessions or any political subdivision of anythereof.

"Obligations" means (a) the due and punctual payment of (i) theprincipal of and interest (including interest accruing during the pendency ofany bankruptcy, insolvency, receivership or other similar proceeding, regardlessof whether allowed or allowable in such proceeding) on the Loans, when and asdue, whether at maturity, by acceleration, upon one or more dates set forprepayment or otherwise, (ii) each payment required to be made by the Borrowerunder this Agreement in respect of any Letter of Credit, when and as due,including payments in respect of reimbursements of LC Disbursements and interestthereon and (iii) all other monetary obligations of the Credit Parties to any ofthe 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 incurredduring the pendency of any bankruptcy, insolvency, receivership or other similarproceeding, regardless of whether allowed or allowable in such proceeding), and(b) the due and punctual performance of all other obligations of the CreditParties to any of the Secured Parties under this Agreement and the other CreditDocuments.

"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 orfrom 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 toand defined in ERISA and any successor entity performing similar functions.

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

"Permitted Encumbrances" means:

(a) (i) Liens imposed by law for taxes that are not yet due or are being contested and (ii) deemed trusts and Liens to which the Priority Payables Reserve (as defined in the ABL Facilities Agreement) relates for taxes, assessments or other charges or levies that are not yet due and payable;

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

(c) Liens created and pledges and deposits made (including cash deposits to secure obligations in respect of letters of credit provided) in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) Liens created and deposits made to secure the performance of bids, trade contracts, leases, statutory obligations, appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business, and Liens created and deposits made prior to March 31, 2003 in the ordinary course of business to secure the performance of surety bonds;

(e) judgment liens 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 "PermittedEncumbrances" shall not include any Lien securing Indebtedness for borrowedmoney.

"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, (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, (iii) investments of the type and maturity described in clause (c) in any obligor organized under the laws of a jurisdiction other than the United States that (A) is a branch or subsidiary of a Lender or the ultimate parent company of a Lender under one of the New Facilities Credit Agreements (but only if such Lender meets the ratings and capital, surplus and undivided profits requirements of such clause (c)) or (B) carries a rating at least equivalent to the rating of the sovereign nation in which it is located, and (iv) other investments of the type and maturity described in clause (c) in obligors organized under the laws of a jurisdiction other than the United States in any country in which such Subsidiary is located; provided, that the investments permitted under this subclause (iv) shall not exceed $10,000,000 for

all such Subsidiaries in any such country or $50,000,000 in the aggregate for all such Subsidiaries and all countries.

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

"Person" means any natural person, corporation, limited liabilitycompany, trust, joint venture, association, company, partnership, GovernmentalAuthority or other entity.

"Plan" means any employee pension benefit plan (other than aMultiemployer Plan) subject to the provisions of Title IV or Section 302 ofERISA or Section 412 of the Code, and in respect of which the Borrower, anySubsidiary or any ERISA Affiliate is (or, if such plan were terminated, wouldunder Section 4069 of ERISA be deemed to be) an "employer" as defined in Section3(5) of ERISA.

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

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

"Rationalization Charges" means, for any period, cash and non-cashcharges related to rationalization actions designed to reduce capacity,eliminate redundancies and reduce costs. Rationalization Charges will becomputed by a method consistent with that used in preparing the financialstatements 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, suchPerson’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 EquityInterests 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 Interestsor any option, warrant or other right to acquire any such Equity Interests.

"Sale and Leaseback Transaction" means any arrangement whereby theBorrower or a Subsidiary shall sell or transfer any property, real or personal,used or useful in its business, whether now owned or hereinafter acquired, andthereafter rent or lease from the buyer or transferee property that it intendsto use for substantially the same purpose or purposes as the property sold ortransferred, other than any such transaction

entered into with respect to any property or any improvements thereto at thetime of, or within 180 days after, the acquisition or completion of constructionof such property or such improvements (or, if later, the commencement ofcommercial operation of any such property), as the case may be, to finance thecost 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 leasepayments or residuals or other financial assets, and related property, orinterests therein (a) to a trust, partnership, corporation or other entity,which transfer is funded in whole or in part, directly or indirectly, by theincurrence or issuance by the transferee or any successor transferee ofIndebtedness or securities that are to receive payments from, or that representinterests in, the cash flow derived from such accounts receivable or interests,or (b) directly to one or more investors or other purchasers, (ii) anyIndebtedness of such Person secured substantially entirely by accountsreceivable, rights to future lease payments or residuals or other financialassets, and related property or (iii) any factoring transaction involvingsubstantially entirely accounts receivable, rights to future lease payments orresiduals or other financial assets, and related property; provided that"Securitization Transaction" shall not include (A) the sale by any ForeignSubsidiary, in the ordinary course of its business, of drafts with a bank orother financial institution as the maker (or otherwise primarily responsible forthe payment thereof), bankers acceptances or similar instruments received bysuch Foreign Subsidiary from a customer operating in a jurisdiction other thanthe United States or any of its territories or possessions or any politicalsubdivision thereof in satisfaction of accounts receivable or otherwise asconsideration for goods sold or services provided to such customer, (B) thesale, in the ordinary course of business, of drafts not payable on demandreceived by the Borrower or any Subsidiary from a customer in satisfaction ofaccounts receivable or otherwise as consideration for goods sold or servicesprovided to such customer pursuant to an arrangement (1) initiated by andentered into a the request of such customer, and (2) under which a financialinstitution has agreed as part of a financing program established for and at therequest of such customer to buy such drafts from such customer’s vendors (whicharrangements may be modified by the Borrower or any Subsidiary to contemplatethe repurchase of such drafts by such customer, or other actions by suchcustomer to reinstate or to pay receivables in respect of which such drafts werecreated, in the event of any failure by such financial institution to buy suchdrafts) or (C) the sale of accounts receivable or proceeds thereof fromcustomers of Goodyear and its Affiliates to the extent such sale (x) isinitiated by and entered into a the request of such customers, and (y) involvesthe sale of such accounts receivable to financial institutions as part offinancing programs established for and at the request of such customers. Theamount of any Securitization Transaction shall be deemed at any time to be theaggregate outstanding principal amount of the Indebtedness or securitiesreferred to in the preceding sentence or, if there shall be no such principalamount, the equivalent outstanding amount of the funded investment.

"Security Documents" means the Guarantee and Collateral Agreement,the Foreign Pledge Agreements, the Canadian Security Agreements, the Mortgagesand each other instrument or document delivered in connection with the cashcollateralization of Letters of Credit or pursuant to Section 5.08, in each caseto secure any of the Obligations.

"Senior Subordinated-Lien Collateral Agent" means, as to any SeniorSubordinated-Lien Indebtedness, the collateral agent under the applicable SeniorSubordinated-Lien Indebtedness Security Documents.

"Senior Subordinated-Lien Governing Documents" means each Indentureor other agreement or instrument providing for the issuance or setting forth theterms of any Senior Subordinated-Lien Indebtedness.

"Senior Subordinated-Lien Indebtedness" means Indebtedness of theBorrower issued after February 19, 2004, that (a) is secured by Liens permittedunder Section 6.02(m), but that is not secured by Liens on any additionalassets, (b) constitutes Initial Junior Indebtedness or Designated JuniorObligations under and as defined in the Lien Subordination and IntercreditorAgreement, and the Liens securing which are subordinated under the LienSubordination and Intercreditor Agreement to the Liens securing the Obligationsand (c) does not contain provisions inconsistent with the restrictions ofSchedule 1.01C.

"Senior Subordinated-Lien Indebtedness Security Documents" means, asto any Senior Subordinated-Lien Indebtedness, the security agreements, pledgeagreements, mortgages and other documents creating Liens on assets of theBorrower and the Subsidiary Guarantors to secure the applicable SeniorSubordinated-Lien Obligations.

"Senior Subordinated-Lien Obligations" means, as to any SeniorSubordinated-Lien Indebtedness, (a) the principal of and all premium ormake-whole amounts, if any, and interest payable in respect of such SeniorSubordinated-Lien Indebtedness, (b) any amounts payable under Guarantees of suchSenior Subordinated-Lien Indebtedness by Subsidiaries and (c) all other amountspayable by the Borrower or any Subsidiary under such Senior Subordinated-LienIndebtedness, the applicable Senior Subordinated-Lien Indebtedness SecurityDocuments (to the extent such amounts relate to such Senior Subordinated-LienIndebtedness) or the applicable Senior Subordinated-Lien Governing Documents.

"Standard & Poor’s" means Standard & Poor’s Ratings Services, adivision of The McGraw-Hill Companies, Inc., or any successor thereto.

"Statutory Reserve Rate" means a fraction (expressed as a decimal),the numerator of which is the number one and the denominator of which is thenumber one minus the aggregate of the maximum reserve percentages (including anymarginal, special, emergency or supplemental reserves) expressed as a decimalestablished by the Board to which the Administrative Agent is subject, withrespect to the Adjusted LIBO Rate, for eurocurrency funding (currently referredto as "Eurocurrency Liabilities" in

Regulation D of the Board). Such reserve percentages shall include those imposedpursuant to such Regulation D. Eurodollar Loans shall be deemed to constituteeurocurrency funding and to be subject to such reserve requirements withoutbenefit of or credit for proration, exemptions or offsets that may be availablefrom time to time to any Lender under such Regulation D or any comparableregulation. The Statutory Reserve Rate shall be adjusted automatically on and asof the effective date of any change in any reserve percentage.

"Sub-Account" has the meaning set forth in Section 2.01(a).

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

"Subsidiary" means any subsidiary of the Borrower (other than Tire &Wheel Assemblies, Inc. at any time when not more than 50% of the EquityInterests or 50% of the voting power are, as of such date, owned or Controlledby the Borrower).

"Subsidiary Guarantor" means any Subsidiary that has become, or isrequired to become, a Guarantor (as defined in the Guarantee and CollateralAgreement) pursuant to Section 4.01(k) or Section 5.08.

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

"Syndication Agent" means BNP Paribas, in its capacity assyndication agent hereunder.

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

"Total Commitment" means, at any time, the aggregate amount of allthe Commitments at such time.

"Transactions" means the execution, delivery and performance by theBorrower of this Agreement and by the Borrower, the Subsidiary Guarantors andthe Grantors, as applicable, of the other Credit Documents, the borrowing of theLoans, the

obtaining and use of the Letters of Credit, the creation of the Liens andGuarantees provided for in the Security Documents and the other transactionscontemplated hereby.

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

"Undrawn/Unreimbursed LC Exposure" means, at any time, the sum of(a) the aggregate undrawn amount of all outstanding Letters of Credit at suchtime plus (b) the aggregate amount of all LC Disbursements that have not yetbeen (i) reimbursed by or on behalf of the Borrower at such time (by theborrowing of Loans or otherwise) or (ii) otherwise repaid to the applicableIssuing Banks by the application of the Deposits pursuant to Section 2.04(e).The Undrawn/Unreimbursed LC Exposure of any Lender at any time shall be itsApplicable Percentage of the total Undrawn/Unreimbursed LC Exposure at suchtime.

"US Revolving Facility Agreement" means the $750,000,000 Amended andRestated Revolving Loan Agreement dated as of March 31, 2003, as amended, amongthe Borrower, certain lenders and JPMCB, as administrative agent.

"US Term Facility Agreement" means the $645,545,454 Term LoanAgreement dated as of March 31, 2003, among the Borrower, certain lenders,JPMCB, as administrative agent, and BNP Paribas, as syndication agent. Theborrowings under the US Term Facility Agreement were repaid in full on March 12,2004.

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

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

SECTION 1.02. Classification of Loans and Borrowings. For purposesof this Agreement, Loans may be classified and referred to by Type (e.g., a"Eurodollar Loan"). Borrowings also may be classified and referred to by Type(e.g., a "Eurodollar Borrowing").

SECTION 1.03. Foreign Currency Translation. For purposes ofdetermining compliance as of any date with Section 6.01, 6.02, 6.03, 6.05 or6.06, amounts incurred or outstanding in currencies other than dollars shall betranslated into dollars at the exchange rates in effect on the first BusinessDay of the fiscal quarter in which such determination occurs or in respect ofwhich such determination is being made, as such exchange rates shall bedetermined in good faith by the Borrower. No Default or Event of Default shallarise 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 ofchanges in currency exchange rates from those rates applicable on the first dayof the fiscal quarter in which such determination occurs or in respect of whichsuch determination is being made. For purposes of determining compliance as ofany date with Section 6.08, amounts incurred in euros during 2003 shall betranslated into dollars at the exchange rate in effect on March 31, 2003, andamounts incurred in euros during any subsequent year shall be translated intodollars at the exchange rate determined by the Borrower and used in its AnnualOperating Plan for such year (which exchange rate shall be determined reasonablyand set forth in the first certificate delivered pursuant to Section 5.01(c)during such year).

SECTION 1.04. Terms Generally. The definitions of terms herein shallapply equally to the singular and plural forms of the terms defined. Wheneverthe context may require, any pronoun shall include the corresponding masculine,feminine and neuter forms. The words "include", "includes" and "including" shallbe 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 anyagreement, instrument or other document herein shall be construed as referringto such agreement, instrument or other document as from time to time amended,supplemented or otherwise modified (subject to any restrictions on suchamendments, supplements or modifications set forth herein), (b) any referenceherein to any Person shall be construed to include such Person’s successors andassigns, but shall not be deemed to include the subsidiaries of such Personunless express reference is made to such subsidiaries, (c) the words "herein","hereof" and "hereunder", and words of similar import, shall be construed torefer to this Agreement in its entirety and not to any particular provisionhereof, (d) all references herein to Articles, Sections, Exhibits and Schedulesshall be construed to refer to Articles and Sections of, and Exhibits andSchedules to, this Agreement, and (e) the words "asset" and "property" shall beconstrued to have the same meaning and effect and to refer to any and alltangible and intangible assets and properties, including cash, securities,accounts and contract rights.

SECTION 1.05. Accounting Terms; GAAP. Except as otherwise expresslyprovided herein, all terms of an accounting or financial nature shall beconstrued in accordance with GAAP, as in effect from time to time; providedthat, if the Borrower notifies the Administrative Agent that the Borrowerrequests an amendment to any provision hereof to eliminate the effect of anychange occurring after the date hereof in GAAP or in the application thereof onthe operation of such provision (or if the Administrative Agent notifies theBorrower that the Majority Lenders request an amendment to any provision hereoffor such purpose), regardless of whether any such notice is given before orafter such change in GAAP or in the application thereof, then such provisionshall be interpreted on the basis of GAAP as in effect and applied immediatelybefore such change shall have become effective until such notice shall have beenwithdrawn or such provision amended in accordance herewith.

ARTICLE II

The Credits

SECTION 2.01. Deposit Account. (a) Establishment of Deposit Accountand Sub-Accounts. On or prior to the Effective Date, the Administrative Agentshall establish a Deposit Account of the Administrative Agent at JPMCB with thetitle "Goodyear 2004 Deposit-Funded Credit Agreement Deposit Account". TheAdministrative Agent shall maintain records enabling it to determine at any timethe amount of the interest of each Lender in the Deposit Account (the interestof each Lender in the Deposit Account, as evidenced by such records, beingreferred to as such Lender’s "Sub-Account"). The Administrative Agent shallestablish such additional Sub-Accounts for assignee Lenders as shall be requiredpursuant to Section 9.04(b). No Person (other than the Administrative Agent)shall have the right to make any withdrawal from the Deposit Account or toexercise any other right or power with respect thereto except as expresslyprovided in paragraph (c) below or in Section 9.04(b). Without limiting thegenerality of the foregoing, each party hereto acknowledges and agrees that theDeposits are and will at all times be property of the Lenders, and that noamount on deposit at any time in the Deposit Account shall be the property ofany of the Credit Parties, constitute "Collateral" under the Credit Documents orotherwise be available in any manner to satisfy any Obligations of any of theCredit Parties under the Credit Documents. Each Lender agrees that its right,title and interest in and to the Deposit Account shall be limited to the rightto require amounts in its Sub-Account to be applied as provided in paragraph (c)below and that it will have no right to require the return of its Deposit otherthan as expressly provided in such paragraph (c) (each Lender herebyacknowledging (i) that its Deposit constitutes payment for its participations inLetters of Credit issued or to be issued hereunder, (ii) that its Deposit andany investments made therewith shall secure its obligations to the Issuing Bankshereunder (each Lender hereby granting to the Administrative Agent, for thebenefit of the Issuing Banks, a security interest in its Deposit and agreeingthat the Administrative Agent, as holder of the Deposits and any investmentsmade therewith, will be acting, inter alia, as collateral agent for the IssuingBanks) and (iii) that the Issuing Banks will be issuing, amending, renewing andextending Letters of Credit in reliance on the availability of such Lender’sDeposit to discharge such Lender’s obligations in accordance with Section2.04(e) in connection with any LC Disbursement thereunder). The funding of theDeposits and the agreements with respect thereto set forth in this Agreementconstitute arrangements among the Administrative Agent, the Issuing Banks andthe Lenders with respect to the funding obligations of the Lenders under thisAgreement, and the Deposits do not constitute loans or extensions of credit toany Credit Party. No Credit Party shall have any responsibility or liability tothe Lenders, the Agents or any other Person in respect of the establishment,maintenance, administration or misappropriation of the Deposit Account (or anySub-Account) or with respect to the investment of amounts held therein,including pursuant to paragraph (d) below, or the duties and responsibilities ofthe Administrative Agent with respect to the foregoing contemplated by paragraph(e) below. JPMCB hereby waives any right of setoff against the Deposits that itmay have under applicable law or otherwise with respect to amounts owed to it byLenders (it being agreed that such waiver shall not reduce the rights of JPMCB,in its capacity as an Issuing Bank or otherwise, to apply or

require the application of the Deposits in accordance with the provisions ofthis Agreement).

(b) Deposits in Deposit Account. The following amounts will bedeposited in the Deposit Account at the following times:

(i) On the Effective Date, each Lender shall deposit in the DepositAccount an amount in dollars equal to such Lender’s Commitment. Thereafter, theDeposits shall be available, on the terms and subject to the conditions setforth herein, (A) to fund Loans by such Lender pursuant to Section 2.02(a) and(B) for application pursuant to Section 2.04(e) to reimburse such Lender’sApplicable Percentage of LC Disbursements that are not reimbursed by theBorrower. The obligations of the Lenders to make the deposits required by thisclause (i) are several, and no Lender shall be responsible for any otherLender’s failure to make its deposit as so required.

(ii) On any date prior to the Commitment Termination Date on whichthe Administrative Agent receives any payment for the account of any Lender withrespect to the principal amount of any of its Loans, subject to clause (iv)below, the Administrative Agent shall deposit such amount in the Deposit Accountand credit such amount to the Sub-Account of such Lender.

(iii) On any date prior to the Commitment Termination Date on whichthe Administrative Agent or any Issuing Bank receives any reimbursement paymentfrom the Borrower in respect of an LC Disbursement with respect to which amountswere withdrawn from the Deposit Account to reimburse any Issuing Bank, subjectto clause (iv) below, the Administrative Agent shall deposit in the DepositAccount, and credit to the Sub-Accounts of the Lenders, the portion of suchreimbursement payment to be deposited therein, in accordance with Section2.04(e).

(iv) If at any time when any amount is required to be deposited inthe Deposit Account under clause (ii) or (iii) above the sum of such amount andthe aggregate amount of the Deposits at such time would exceed the TotalCommitment minus the aggregate principal amount of the outstanding Loans, thensuch excess shall not be deposited in the Deposit Account and the AdministrativeAgent shall instead pay to each Lender its Applicable Percentage of such excess.

(v) Concurrently with the effectiveness of any assignment by anyLender of all or any portion of its Commitment, the Administrative Agent shalltransfer into the Sub-Account of the assignee the corresponding portion of theamount on deposit in the assignor’s Sub-Account in accordance with Section9.04(b)(ii)(E).

(c) Withdrawals From and Closing of Deposit Account. Amounts ondeposit in the Deposit Account shall be withdrawn and distributed (ortransferred, in the case of clause (v) below) as follows:

(i) On each date on which a Borrowing is to be made, theAdministrative Agent shall, pursuant to Section 2.02(a) or Section 2.04(e), asapplicable, and subject to the satisfaction of the conditions applicable theretoset forth in Section 4.02, withdraw

from the Deposit Account the principal amount of such Borrowing (and debit theSub-Account of each Lender in the amount of such Lender’s Applicable Percentageof such Borrowing) and make such amount available to the Borrower.

(ii) On each date on which an Issuing Bank is to be reimbursed bythe Lenders pursuant to Section 2.04(e) for any LC Disbursement, theAdministrative Agent shall withdraw from the Deposit Account the amount of suchunreimbursed LC Disbursement (and debit the Sub-Account of each Lender in theamount of such Lender’s Applicable Percentage of such unreimbursed LCDisbursement) and make such amount available to such Issuing Bank in accordancewith Section 2.04(e).

(iii) Concurrently with each voluntary reduction of the TotalCommitment pursuant to and in accordance with Section 2.07(b), theAdministrative Agent shall withdraw from the Deposit Account and pay to eachLender such Lender’s Applicable Percentage of any amount by which the Deposits,after giving effect to such reduction of the Total Commitment, would exceed theTotal Commitment minus the aggregate principal amount of the outstanding Loans.

(iv) Concurrently with any reduction of the Total Commitment to zeropursuant to and in accordance with Section 2.07(a) or Article VII, theAdministrative Agent shall withdraw from the Deposit Account and pay to eachLender such Lender’s Applicable Percentage of the excess at such time of theaggregate amount of the Deposits over the Undrawn/Unreimbursed LC Exposure.

(v) Concurrently with the effectiveness of any assignment by anyLender of all or any portion of its Commitment, the corresponding portion of theassignor’s Sub-Account shall be transferred from the assignor’s Sub-Account tothe assignee’s Sub-Account in accordance with Section 9.04(b) and, if requiredby Section 9.04(b), the Administrative Agent shall close such assignor’sSub-Account.

(vi) Upon the reduction of each of the Total Commitment and theUndrawn/Unreimbursed LC Exposure to zero, the Administrative Agent shallwithdraw from the Deposit Account and pay to each Lender the entire remainingamount of such Lender’s Deposit, and shall close the Deposit Account.

Each Lender irrevocably and unconditionally agrees that its Deposit may beapplied or withdrawn from time to time as set forth in this paragraph (c).

(d) Investment of Amounts in Deposit Account. The AdministrativeAgent shall invest, or cause to be invested, the Deposit of each Lender so as toearn for the account of such Lender a return thereon (the "Deposit Return") foreach day at a rate per annum equal to (i) the one month LIBOR rate as determinedby the Administrative Agent on such day (or if such day was not a Business Day,the first Business Day immediately preceding such day) based on rates fordeposits in dollars (as set forth by Bloomberg L.P.-page BTMM or any othercomparable publicly available service as may be selected by the AdministrativeAgent) (the "Benchmark LIBO Rate") minus (ii) 0.10% per annum (based on a365/366 day year). The Benchmark LIBO Rate will be reset on

each Business Day. The Deposit Return accrued through and including the last dayof March, June, September and December of each year shall be payable by theAdministrative Agent to each Lender on the third Business Day following suchlast day, commencing on the first such date to occur after the Effective Date,and on the date on which each of the Total Commitment and the LC Exposure shallhave been reduced to zero, and the Administrative Agent agrees to pay to eachLender the amount due to it under this sentence. No Credit Party shall have anyobligation under or in respect of the provisions of this paragraph (d).

(e) Sub-Agents. As provided in Article VIII, the AdministrativeAgent may perform any and all its duties and exercise its rights and powerscontemplated by this Section 2.01 by or through one or more sub-agents appointedby it (which may include any of its Affiliates). The parties hereto acknowledgethat on or prior to the Effective Date the Administrative Agent has engagedJPMorgan Chase Institutional Trust Services to act as its sub-agent inconnection with the Deposit Account, and that in such capacity JPMorgan ChaseInstitutional Trust Services shall be entitled to the benefit of all theprovisions of this Agreement contemplated by Article VIII, including theprovisions of Section 9.03.

(f) Sufficiency of Deposits to Provide for Undrawn/Unreimbursed LCExposure. Notwithstanding any other provision of this Agreement, includingSections 2.02 and 2.04(a), no Loan shall be made, and no Letter of Credit shallbe issued or the stated amount thereof increased, if after giving effect theretothe aggregate amount of the Deposits would be less than the Undrawn/UnreimbursedLC Exposure. The Administrative Agent agrees to provide, at the request of anyIssuing Bank, information to such Issuing Bank as to the aggregate amount of theDeposits and the Undrawn/Unreimbursed LC Exposure.

(g) Satisfaction of Lender Funding Obligations. The Borrower andeach Issuing Bank acknowledges and agrees that, notwithstanding any otherprovision contained herein, the deposit by each Lender in the Deposit Account onthe Effective Date of funds equal to its Commitment will (except as provided inthe last sentence of Section 2.04(d)) fully discharge the obligation of suchLender to fund Loans by such Lender pursuant to Section 2.02(a) and to reimbursesuch Lender’s Applicable Percentage of LC Disbursements that are not reimbursedby the Borrower pursuant to Section 2.04(d) or (e), and that no other or furtherpayments shall be required to be made by any Lender in respect of any suchfunding or reimbursement obligations.

SECTION 2.02. Loans and Borrowings. (a) Subject to the terms andconditions set forth herein, each Lender agrees to make Loans to the Borrower,with amounts in its Sub-Account, from time to time during the AvailabilityPeriod in an aggregate principal amount that will not after giving effect to anysuch Loan result in such Lender’s Credit Exposure exceeding such Lender’sCommitment. Each Loan shall be part of a Borrowing consisting of Loans of thesame Type held by the Lenders ratably in accordance with their respectiveApplicable Percentages. Each Lender hereby authorizes and directs theAdministrative Agent to make its portion of each Borrowing available to theBorrower by withdrawing from the Deposit Account (and debiting such

Lender’s Sub-Account in the amount of) such Lender’s Applicable Percentage ofsuch Borrowing and crediting such amount to the applicable account of theBorrower as provided in Section 2.05. Within the foregoing limits and subject tothe terms and conditions set forth herein, the Borrower may borrow, prepay andreborrow Loans.

(b) Subject to Section 2.12, each Borrowing shall be comprisedentirely of ABR Loans or Eurodollar Loans as the Borrower may request inaccordance herewith. Each Lender at its option may by written notice to theAdministrative Agent designate any domestic or foreign branch or Affiliate ofsuch Lender as the holder of any Eurodollar Loan; provided that any exercise ofsuch option shall not affect the obligation of the Borrower to repay such Loanin accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any EurodollarBorrowing, such Borrowing shall be in an aggregate amount that is an integralmultiple of $1,000,000 and not less than $10,000,000. At the time that each ABRBorrowing is made, such Borrowing shall be in an aggregate amount that is anintegral multiple of $1,000,000 and not less than $5,000,000; provided, that anABR Borrowing may be in an aggregate amount that is equal to the entire unusedbalance of the Total Commitment or that is required to finance the reimbursementof an LC Disbursement as contemplated by Section 2.04(e). Borrowings of morethan one Type may be outstanding at the same time; provided that there shall notat any time be more than a total of 10 Eurodollar Borrowings outstanding.

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

SECTION 2.03. Requests for Borrowing. To request a Borrowing, theBorrower 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 Citytime, three Business Days before the date of the proposed Borrowing or (b) inthe case of an ABR Borrowing, not later than 10:30 a.m., New York City time, onthe day of the proposed Borrowing; provided that if at any time an LCDisbursement shall be made in an amount at least equal to the applicable minimumborrowing amount, a notice of an ABR Borrowing to finance the reimbursement ofsuch LC Disbursement shall be deemed to have been timely given as contemplatedby Section 2.04(e) unless the Borrower shall have given notice to the contraryto the Administrative Agent not later than 10:00 a.m., New York City time, onthe Business Day next following the date on which the Borrower shall have beennotified of such LC Disbursement. Each such telephonic Borrowing Request shallbe irrevocable and shall be confirmed promptly by hand delivery or telecopy tothe Administrative Agent of a written Borrowing Request signed by the Borrower;and provided further that not more than three Borrowings (other than Borrowingscontemplated by Section 2.04(e) and other than Borrowings resulting from newinterest elections under Section 2.06 with respect to outstanding Borrowings)may be requested pursuant to this Section 2.03 during any calendar month. Eachsuch telephonic

and written Borrowing Request shall specify the following information incompliance 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 aEurodollar Borrowing;

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

(v) the location and number of the Borrower’s account to which fundsare 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 requestedBorrowing shall be an ABR Borrowing. If no Interest Period is specified withrespect to any requested Eurodollar Borrowing, then the Borrower shall be deemedto have selected an Interest Period of one month’s duration. If, after givingeffect to any requested Borrowing, the aggregate Credit Exposures would exceed80% of the aggregate Commitments, the Borrower shall, as a condition to suchBorrowing, deliver to the Administrative Agent a certificate (or include in therelated Borrowing Request a certification) as to the aggregate amount of theCredit Exposures of the Lenders at the time of and after giving effect to suchBorrowing. Promptly following receipt of a Borrowing Request in accordance withthis Section, the Administrative Agent shall advise each Lender of the detailsthereof and of the amount of such Lender’s Loan to be made as part of therequested Borrowing.

SECTION 2.04. Letters of Credit. (a) General. Subject to the termsand conditions set forth herein, the Borrower may request the issuance (or theamendment, renewal or extension) of Letters of Credit for its own account, in aform reasonably acceptable to the Administrative Agent and the applicableIssuing 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 thisAgreement and the terms and conditions of any form of letter of creditapplication or other agreement submitted by the Borrower to, or entered into bythe Borrower with, any Issuing Bank relating to any Letter of Credit, the termsand conditions of this Agreement shall control. On the Effective Date, eachIssuing 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, andeach Lender shall have been deemed to have purchased from such Issuing Bank, aparticipation in such Letter of Credit in accordance with paragraph (d) below.The Issuing Banks that are also party to the US Revolving Facility Agreementagree that, concurrently with such grant, the participations in the ExistingLetters of Credit granted to the lenders under the US Revolving FacilityAgreement shall be automatically canceled without further action by any of theparties thereto. On and after the Effective Date each Existing Letter of Credit

shall constitute a Letter of Credit for all purposes hereof. Any Lender thatissued an Existing Letter of Credit but shall not have entered into an IssuingBank Agreement shall have the rights of an Issuing Bank as to such Letter ofCredit for purposes of this Section 2.04.

(b) Notice of Issuance, Amendment, Renewal, Extension; CertainConditions. To request the issuance of a Letter of Credit (or the amendment,renewal or extension of an outstanding Letter of Credit), the Borrower shallhand deliver or telecopy (or transmit by electronic communication, ifarrangements for doing so have been approved by the applicable Issuing Bank) toan Issuing Bank and the Administrative Agent (reasonably in advance of therequested date of issuance, amendment, renewal or extension) a notice requestingthe issuance of a Letter of Credit, or identifying the Letter of Credit to beamended, renewed or extended, and specifying the date of issuance, amendment,renewal or extension (which shall be a Business Day), the date on which suchLetter of Credit is to expire (which shall comply with paragraph (c) of thisSection), the amount of such Letter of Credit, the name and address of thebeneficiary 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 IssuingBank’s standard form in connection with any request for a Letter of Credit;provided that any provisions in any such letter of credit application thatcreate Liens securing the obligations of the Borrower thereunder or that areinconsistent with the provisions of this Agreement shall be of no force oreffect. 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 theBorrower shall be deemed to represent and warrant that), after giving effect tosuch issuance, amendment, renewal or extension, (i) the aggregate amount of theLenders’ Credit Exposures shall not exceed the Total Commitment and (iii) theportion of the LC Exposure attributable to Letters of Credit issued by anyIssuing Bank shall not exceed the LC Commitment of such Issuing Bank. TheAdministrative Agent agrees, at the request of any Issuing Bank, to provideinformation to such Issuing Bank as to the aggregate amount of the CreditExposures and the Total Commitment.

(c) Expiration Date. Each Letter of Credit shall have an expirationdate at or prior to the close of business on the earlier of (i) the date oneyear after the date of the issuance of such Letter of Credit (or, in the case ofany renewal or extension thereof, one year after such renewal or extension) and(ii) the date that is five Business Days prior to the Commitment TerminationDate.

(d) Participations. Effective with respect to the Existing Lettersof Credit upon the occurrence of the Effective Date, and effective with respectto each other Letter of Credit (and each amendment to a Letter of Creditincreasing the amount thereof) upon the issuance thereof, and without anyfurther action on the part of the applicable Issuing Bank or the Lenders, eachIssuing Bank hereby grants to each Lender, and each Lender hereby acquires fromsuch Issuing Bank, a participation in such Letter of Credit equal to suchLender’s Applicable Percentage of the aggregate amount available to be drawnunder such Letter of Credit. In consideration and in furtherance of theforegoing, each Lender hereby absolutely and unconditionally authorizes anddirects the Administrative

Agent, and the Administrative Agent agrees, to withdraw from the Deposit Account(and debit such Lender’s Sub-Account in the amount of) such Lender’s ApplicablePercentage of each LC Disbursement made by such Issuing Bank and not reimbursedby the Borrower on the date due as provided in paragraph (e) of this Section, orof any reimbursement payment required to be refunded to the Borrower for anyreason (it being understood and agreed that, except as provided in the lastsentence of this paragraph, each Lender’s obligations in respect ofparticipations in Letters of Credit shall be payable solely from, and limitedto, such Lender’s Deposit). Each Lender acknowledges and agrees that itsobligation to acquire participations pursuant to this paragraph in respect ofLetters of Credit is, subject to the preceding sentence, absolute andunconditional and shall not be affected by any circumstance whatsoever,including any amendment, renewal or extension of any Letter of Credit or theoccurrence and continuance of a Default or any reduction of its Commitment orthe Total Commitment. In the event any reimbursement payment shall be requiredto be refunded by an Issuing Bank to the Borrower after the return of theDeposits to the Lenders as provided in Section 2.01(c), each Lender agrees toacquire and fund a participation in such refunded amount equal to the lesser ofits Applicable Percentage thereof and the amount of its Deposit that shall havebeen so returned.

(e) Reimbursement. If any Issuing Bank shall make any LCDisbursement in respect of a Letter of Credit, the Borrower shall reimburse suchLC Disbursement by paying to the Administrative Agent an amount equal to such LCDisbursement not later than 1:30 p.m., New York City time, on the date that suchLC Disbursement is made, if the Borrower shall have received notice of such LCDisbursement prior to 10:00 a.m., New York City time, on such date, or, if suchnotice 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 thatthe Borrower receives such notice, if such notice is received prior to 10:00a.m., New York City time, on the day of receipt, or (ii) the Business Dayimmediately following the day that the Borrower receives such notice, if suchnotice is not received prior to such time on the day of receipt or (iii) if suchLC Disbursement is at least equal to the applicable minimum borrowing amount, onthe second Business Day after the day otherwise applicable under clause (i) or(ii); provided that, if such LC Disbursement is at least equal to the applicableminimum borrowing amount, unless the Borrower shall have notified theAdministrative Agent to the contrary not later than 10:00 a.m., New York Citytime, on the Business Day next following the date on which the Borrower shallhave been notified of such LC Disbursement, the Borrower will be deemed to haverequested in accordance with Section 2.03 that such payment be financed with anABR Borrowing on such Business Day in an equivalent amount and, to the extentthe Borrower satisfies the condition precedent to such ABR Borrowing set forthin Section 4.02(B), the Borrower’s obligation to make such payment shall bedischarged. If, after giving effect to the requested ABR Borrowing, theaggregate Credit Exposures would exceed 80% of the aggregate Commitments, theBorrower shall, as a condition to such Borrowing, deliver to the AdministrativeAgent a certificate setting forth the aggregate amount of the Credit Exposuresof the Lenders at the time of and after giving effect to such Borrowing. If theBorrower fails to make such payment when due and the Borrower is not entitled tomake a Borrowing in the amount of such payment, the Administrative Agent shallnotify each

Lender of the applicable LC Disbursement, the payment then due from the Borrowerin respect thereof and such Lender’s Applicable Percentage thereof, and theAdministrative Agent shall withdraw from the Deposit Account (and debit suchLender’s Sub-Account in the amount of) such Lender’s Applicable Percentage ofsuch LC Disbursement and promptly apply such amount to make payment to theapplicable Issuing Bank. Promptly following receipt by the Administrative Agentof any payment from the Borrower pursuant to this paragraph, the AdministrativeAgent shall distribute such payment to the applicable Issuing Bank or, to theextent that amounts have been withdrawn (other than as a Borrowing) from theDeposit Account to make any payment pursuant to this paragraph to reimburse suchIssuing Bank, then such payment shall be deposited in the Deposit Account. Anypayment made with amounts withdrawn from the Deposit Account to reimburse anyIssuing Bank for any LC Disbursement (other than the funding of ABR Loans ascontemplated above) shall not constitute a Loan and shall not relieve theBorrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower’s obligation to reimburse LCDisbursements as provided in paragraph (e) of this Section shall be absolute,unconditional and irrevocable, and shall be performed strictly in accordancewith the terms of this Agreement under any and all circumstances whatsoever andirrespective of (i) any lack of validity or enforceability of any Letter ofCredit or this Agreement, or any term or provision therein, (ii) any draft orother document presented under a Letter of Credit proving to be forged,fraudulent or invalid in any respect or any statement therein being untrue orinaccurate in any respect, (iii) payment by any Issuing Bank under a Letter ofCredit against presentation of a draft or other document that does not complywith the terms of such Letter of Credit, (iv) any claim or defense against thebeneficiary of any Letter of Credit, any transferee of any Letter of Credit, theAdministrative Agent, any Lender or any other Person, whether in connection withthis Agreement, any Letter of Credit, the transactions contemplated hereby orany unrelated transactions (including the underlying transaction between theBorrower or any Subsidiary and the beneficiary of any Letter of Credit, (v) theoccurrence of any Default or (vi) any other event or circumstance whatsoever,whether or not similar to any of the foregoing, that might, but for theprovisions of this Section, constitute a legal or equitable discharge of ordefense against, or provide a right of setoff against, the Borrower’sobligations hereunder. None of the Administrative Agent, the Lenders or theIssuing Banks, or any of their Related Parties, shall have any liability orresponsibility by reason of or in connection with the issuance or transfer ofany Letter of Credit or any payment or failure to make any payment thereunder(irrespective of any of the circumstances referred to in the precedingsentence), or any error, omission, interruption, loss or delay in transmissionor delivery of any draft, notice or other communication under or relating to anyLetter of Credit (including any document required to make a drawing thereunder),any error in interpretation of technical terms or any consequence arising fromcauses beyond the control of the Issuing Banks; provided that the foregoingshall not be construed to excuse any Issuing Bank from liability to the Borrowerto the extent of any damages suffered by the Borrower or any Lender that arecaused by such Issuing Bank’s gross negligence or willful misconduct. Infurtherance of the foregoing and without limiting the generality thereof, theparties agree that, with respect to documents presented which appear on theirface to be in substantial compliance with the terms of a Letter of Credit, theapplicable

Issuing Bank may, acting in good faith, either accept and make payment upon suchdocuments without responsibility for further investigation or refuse to acceptand make payment upon such documents if such documents are not in strictcompliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. Each Issuing Bank shall, promptlyfollowing its receipt thereof, examine all documents purporting to represent ademand for payment under a Letter of Credit. Each Issuing Bank shall promptlynotify the Administrative Agent and the Borrower by telephone (confirmed bytelecopy) of such demand for payment and whether such Issuing Bank has made orwill make an LC Disbursement thereunder; provided that any failure to give ordelay in giving such notice shall not (i) relieve the Borrower of its obligationto reimburse such Issuing Bank and the Lenders with respect to any such LCDisbursement or (ii) relieve (A) any Lender’s obligation to acquireparticipations as required pursuant to paragraph (d) of this Section 2.04 or (B)the obligation of the Administrative Agent, promptly after receipt of suchnotice, to withdraw from the Deposit Account each Lender’s Applicable Percentageof the applicable LC Disbursement and apply such amounts to make payment to theIssuing Bank as provided herein.

(h) Interim Interest. If any Issuing Bank shall make any LCDisbursement, then, unless the Borrower shall reimburse such LC Disbursement infull on the date such LC Disbursement is made, the unpaid amount thereof shallbear interest, for each day from and including the date such LC Disbursement ismade to but excluding the date that the Borrower reimburses such LCDisbursement, at the rate per annum then applicable to ABR Loans; provided that,if the Borrower fails to reimburse such LC Disbursement when due pursuant toparagraph (e) of this Section, then Section 2.11(c) shall apply. Interestaccrued pursuant to this paragraph shall be for the account of such IssuingBank, except that interest accrued on and after the date of payment by theAdministrative Agent pursuant to paragraph (e) of this Section to reimburse suchIssuing Bank shall be for the accounts of the Lenders to the extent of suchpayment.

(i) Replacement of the Issuing Bank. Each Issuing Bank may bereplaced at any time by written agreement among the Borrower, the AdministrativeAgent, the replaced Issuing Bank and the successor Issuing Bank. TheAdministrative Agent shall notify the Lenders of any such replacement of suchIssuing Bank. At the time any such replacement shall become effective, theBorrower shall pay all unpaid fees accrued for the account of the replacedIssuing Bank pursuant to Section 2.10(b). From and after the effective date ofany such replacement, (i) the successor Issuing Bank shall have all the rightsand obligations of such Issuing Bank under this Agreement with respect toLetters 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 previousIssuing Bank, or to such successor and all previous Issuing Banks, as thecontext shall require. After the replacement of any Issuing Bank hereunder, thereplaced Issuing Bank shall remain a party hereto and shall continue to have allthe rights and obligations of an Issuing Bank under this Agreement with respectto Letters of Credit issued by it prior to such replacement, but shall not berequired to issue additional Letters of Credit.

(j) Cash Collateralization. If any Event of Default shall occur andbe continuing, on the earlier of (i) the third Business Day after the Borrowershall receive notice from the Administrative Agent or the Majority Lendersdemanding the deposit of cash collateral pursuant to this paragraph and (ii) thedate on which the maturity of the Loans shall be accelerated or the TotalCommitment reduced to zero, unless prohibited by the terms of any New FacilitiesCredit Agreement, the Borrower shall deposit in an account with theAdministrative Agent, in the name of the Administrative Agent and for thebenefit of the Lenders, an amount in cash equal to the LC Exposure as of suchdate plus any accrued and unpaid interest thereon; provided that the obligationto deposit such cash collateral shall become effective immediately, and suchdeposit shall become immediately due and payable, without demand or other noticeof any kind, upon the occurrence of any Event of Default with respect to theBorrower described in clause (h) or (i) of Article VII. Such deposit shall beheld by the Administrative Agent as collateral for the payment and performanceof the obligations of the Borrower under this Agreement. The AdministrativeAgent shall have exclusive dominion and control, including the exclusive rightof withdrawal, over such account. Other than any interest earned on theinvestment of such deposits, which investment shall be in Permitted Investmentsand shall be made in the discretion of the Administrative Agent and at theBorrower’s risk and expense, such deposits shall not bear interest. Interest orprofits, if any, on such investments shall accumulate in such account. Moneys insuch account shall be applied by the Administrative Agent to reimburse eachIssuing Bank for LC Disbursements for which it has not been reimbursed and, tothe extent not so applied, shall be held for the satisfaction of thereimbursement 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 ofthe Majority Lenders and the Issuing Banks), be applied to satisfy otherobligations of the Borrower under this Agreement. If the Borrower is required toprovide an amount of cash collateral under this paragraph, then (i) if thematurity of the Loans has not been accelerated and the LC Exposure shall bereduced to an amount below the amount so deposited, the Administrative Agentwill return to the Borrower any excess of the amount so deposited over the LCExposure and (ii) such amount (to the extent not applied as provided above inthis paragraph) shall be returned to the Borrower within three Business Daysafter all Events of Default have been cured or waived.

(k) Issuing Bank Reports. Unless otherwise agreed by theAdministrative Agent, each Issuing Bank shall report in writing to theAdministrative Agent (i) on or prior to each Business Day on which such IssuingBank issues, amends, renews or extends any Letter of Credit, the date of suchissuance, amendment, renewal or extension, and the aggregate face amount of theLetters of Credit issued, amended, renewed or extended by it and outstandingafter giving effect to such issuance, amendment, renewal or extension (andwhether the amount thereof changed), it being understood that such Issuing Bankshall not effect any issuance, renewal, extension or amendment resulting in anincrease in the amount of any Letter of Credit without first obtaining writtenconfirmation from the Administrative Agent that such increase is then permittedunder this Agreement, (ii) on each Business Day on which such Issuing Bank makesany LC Disbursement, the date and amount of such LC Disbursement, (iii) on anyBusiness Day on which the Borrower fails to reimburse an LC Disbursementrequired to be reimbursed

to such Issuing Bank on such day, the date of such failure and the amount ofsuch LC Disbursement and (iv) on any other Business Day, such other informationas the Administrative Agent shall reasonably request as to the Letters of Creditissued by such Issuing Bank and outstanding on such Business Day.

SECTION 2.05. Funding of Borrowings. The Administrative Agent willmake each Loan to be made hereunder available to the Borrower by promptlycrediting the amounts withdrawn by it from the Deposit Account in accordancewith Section 2.02(a), in like funds, to an account designated by the Borrower inthe applicable Borrowing Request; provided that ABR Loans made to finance thereimbursement of an LC Disbursement as provided in Section 2.04(e) shall beremitted by the Administrative Agent to the applicable Issuing Bank.

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

(b) To make an election pursuant to this Section, the Borrower shallnotify the Administrative Agent of such election by telephone by the time that aBorrowing Request would be required under Section 2.03 if the Borrower wererequesting a Borrowing of the Type resulting from such election to be made onthe effective date of such election. Each such telephonic Interest ElectionRequest shall be irrevocable and shall be confirmed promptly by hand delivery ortelecopy to the Administrative Agent of a written Interest Election Requestsigned by the Borrower.

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

(i) the Borrowing to which such Interest Election Request appliesand, if different options are being elected with respect to different portionsthereof, the portions thereof to be allocated to each resulting Borrowing (inwhich 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 suchInterest Election Request, which shall be a Business Day;

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

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

If any such Interest Election Request requests a Eurodollar Borrowing but doesnot specify an Interest Period, then the Borrower shall be deemed to haveselected an Interest Period of one month’s duration.

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

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

SECTION 2.07. Reductions of Commitments. (a) Unless previouslyreduced to zero, the Total Commitment and each LC Commitment shall be reduced tozero on the Commitment Termination Date.

(b) The Borrower may at any time or from time to time reduce theTotal Commitment; provided that (i) each reduction of the Total Commitment(other than a reduction of the Total Commitment to zero) shall be in an amountthat is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii)the Borrower shall not reduce the Total Commitment if, after giving effect toany concurrent prepayment of the Loans in accordance with Section 2.09, theaggregate Credit Exposures would exceed the Total Commitment.

(c) The Borrower shall notify the Administrative Agent of anyelection to reduce the Total Commitment under paragraph (b) of this Section atleast three Business Days prior to the effective date of such reduction,specifying such election and the effective date thereof. Promptly followingreceipt of any such notice, the Administrative Agent shall advise the Lenders ofthe contents thereof. Each notice delivered by the Borrower pursuant to thisSection shall be irrevocable; provided that a notice of reduction of the TotalCommitment to zero delivered by the Borrower may state that such notice isconditioned upon the effectiveness of other credit facilities, in which casesuch notice may be revoked by the Borrower (by notice to the AdministrativeAgent on or prior to the specified effective date) if such condition is notsatisfied. Any reduction of the Total Commitment shall be permanent. Eachreduction of the Total Commitment shall be made ratably among the Lenders inaccordance with their respective Commitments.

SECTION 2.08. Repayment of Loans; Evidence of Debt. (a) The Borrowerhereby unconditionally promises to pay to the Administrative Agent for theaccount of each Lender the then unpaid principal amount of each Loan of suchLender on the Commitment Termination Date.

(b) Each Lender shall maintain in accordance with its usual practicean account or accounts evidencing the Indebtedness of the Borrower to suchLender resulting from each Loan held by such Lender, including the amounts ofprincipal and interest payable and paid to such Lender from time to timehereunder.

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

(d) The entries made in the accounts maintained pursuant toparagraph (b) or (c) of this Section shall be prima facie evidence of theexistence and amounts of the obligations recorded therein; provided that thefailure of any Lender or the Administrative Agent to maintain such accounts orany error therein (including any failure to record the making or repayment ofany Loan) shall not in any manner affect the obligation of the Borrower to repaythe Loans in accordance with the terms of this Agreement or prevent theBorrower’s obligations in respect of Loans from being discharged to the extentof amounts actually paid in respect thereof.

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

SECTION 2.09. Prepayment of Loans. (a) The Borrower shall have theright at any time and from time to time to prepay any Borrowing in whole or inpart, subject to paragraph (c) of this Section.

(b) The Borrower shall in the event and on each occasion that theaggregate Credit Exposures exceed the Total Commitments, not later than the nextBusiness Day, prepay Borrowings in an aggregate amount equal to such excess, andin the event that after such prepayment of Borrowings any such excess shallremain, the Borrower shall deposit cash in an amount equal to such excess ascollateral for the reimbursement obligations of the Borrower in respect ofLetters of Credit. Any cash so deposited (and any cash previously depositedpursuant to this paragraph) with

the Administrative Agent shall be held in an account over which theAdministrative Agent shall have dominion and control to the exclusion of theBorrower and its Subsidiaries, including the exclusive right of withdrawal.Other than any interest earned on the investment of such deposits, whichinvestment shall be in Permitted Investments and shall be made in the discretionof the Administrative Agent (or, at any time when no Default or Event of Defaulthas occurred and is continuing, shall be made at the direction of the Borrower)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 suchaccount. Moneys in such account shall be applied by the Administrative Agent toreimburse each Issuing Bank for LC Disbursements for which it has not beenreimbursed and, to the extent not so applied, shall be held for the satisfactionof the reimbursement obligations of the Borrower for the LC Exposure at suchtime or, if the maturity of the Loans has been accelerated (but subject to theconsent of the Majority Lenders), be applied to satisfy other obligations of theBorrower under this Agreement. If the Borrower has provided cash collateral tosecure the reimbursement obligations of the Borrower in respect of Letters ofCredit hereunder, then, so long as no Event of Default shall exist, such cashcollateral shall be released to the Borrower if so requested by the Borrower atany time if and to the extent that, after giving effect to such release, theaggregate amount of the Credit Exposures would not exceed the Total Commitment.

(c) The Borrower shall notify the Administrative Agent by telephone(confirmed by telecopy) of any prepayment hereunder (i) in the case ofprepayment of a Eurodollar Borrowing, not later than 3:00 p.m., New York Citytime, three Business Days before the date of prepayment or (ii) in the case ofprepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,one Business Day before the date of prepayment; provided that if the Borrowershall be required to make any prepayment hereunder by reason of Section 2.09(b),such notice shall be delivered not later than the time at which such prepaymentis made. Each such notice shall be irrevocable and shall specify the prepaymentdate and the principal amount of each Borrowing or portion thereof to beprepaid; provided that, if a notice of prepayment is given in connection with aconditional notice of termination of the Total Commitment as contemplated bySection 2.07(c), then such notice of prepayment may be revoked if such notice oftermination is revoked in accordance with Section 2.07(c). Promptly followingreceipt of any such notice relating to a Borrowing, the Administrative Agentshall advise the Lenders of the contents thereof. Each partial prepayment of anyBorrowing (other than pursuant to Section 2.09(b)) shall be in an amount thatwould be permitted in the case of an advance of a Borrowing of the same Type asprovided in Section 2.02. Each prepayment of a Borrowing shall be appliedratably to the Loans included in the prepaid Borrowing. Prepayments shall beaccompanied by accrued interest to the extent required by Section 2.11.Prepayments of Loans shall be deposited by the Administrative Agent in theDeposit Account to the extent provided in Section 2.01(b).

SECTION 2.10. Fees. (a) The Borrower agrees to pay to theAdministrative Agent for the account of each Lender a fee, accruing at the rateof 4.50% per annum, on the daily amount of the Deposit of such Lender during theperiod from and including the date hereof to but excluding the date on whicheach of the Total Commitment and the LC Exposure have been reduced to zero. Inaddition, the Borrower

agrees to pay to the Administrative Agent for the account of each Lender anadditional amount, accruing at the rate of 0.10% per annum, on the daily amountof the Deposit of such Lender during the period from and including the datehereof to but excluding the date on which each of the Total Commitment and theLC Exposure have been reduced to zero. Fees and other amounts under thisparagraph accrued through and including the last day of March, June, Septemberand December of each year shall be payable on the third Business Day followingsuch last day, commencing on the first such date to occur after the EffectiveDate, and on the date on which each of the Total Commitment and the LC Exposurehave been reduced to zero. All fees and amounts payable under this paragraphshall be computed on the basis of a year of 360 days and shall be payable forthe actual number of days elapsed (including the first day but excluding thelast day).

(b) The Borrower agrees to pay to each Issuing Bank a fronting fee,which shall accrue at the rate or rates per annum separately agreed upon betweenthe Borrower and the applicable Issuing Bank (on the date hereof or any laterdate on which such Issuing Bank shall have become an Issuing Bank), on the dailyamount of the LC Exposure attributable to Letters of Credit issued by suchIssuing Bank (excluding any portion thereof attributable to unreimbursed LCDisbursements) during the period from and including the Effective Date to butexcluding the later of the date the LC Commitment of such Issuing Bank isreduced to zero and the date on which there ceases to be any LC Exposureattributable to Letters of Credit issued by such Issuing Bank, as well as suchIssuing Bank’s standard fees with respect to the issuance, amendment, renewal orextension of any Letter of Credit or processing of drawings thereunder. Frontingfees accrued through and including the last day of March, June, September andDecember of each year shall be payable on the third Business Day following suchlast 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 theTotal Commitment is reduced to zero and any such fees accruing after the date onwhich the Total Commitment is reduced to zero shall be payable on demand. Anyother fees payable to the Issuing Banks pursuant to this paragraph shall bepayable within 10 days after demand. All fronting fees shall be computed on thebasis of a year of 360 days and shall be payable for the actual number of dayselapsed (including the first day but excluding the last day).

(c) The Borrower agrees to pay to the Administrative Agent, for itsown account, fees in the amounts and at the times separately agreed upon betweenthe Borrower and the Administrative Agent.

(d) All fees and other amounts payable hereunder shall be paid onthe dates due, in immediately available funds, to the Administrative Agent (orto the Issuing Banks, in the case of fees payable to them) for distribution, inthe case of fees and other amounts due under paragraph (a), to the Lenders. Feespaid shall not be refundable under any circumstances.

SECTION 2.11. Interest. (a) The Loans comprising each ABR Borrowingshall bear interest at the Alternate Base Rate plus 3.50% per annum.

(b) The Loans comprising each Eurodollar Borrowing shall bearinterest at the Adjusted LIBO Rate for the Interest Period in effect for suchBorrowing plus 4.50% per annum.

(c) Notwithstanding the foregoing, if any principal of or intereston any Loan or any fee or other amount payable by the Borrower hereunder is notpaid when due, whether at stated maturity, upon acceleration or otherwise, suchoverdue amount shall bear interest, after as well as before judgment, at a rateper annum equal to (i) in the case of overdue principal of any Loan, 2.00% plusthe rate otherwise applicable to such Loan as provided in the precedingparagraphs of this Section or (ii) in the case of any other amount, 2.00% plusthe rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears oneach Interest Payment Date for such Loan and upon reduction of the TotalCommitment to zero; provided that (i) interest accrued pursuant to paragraph (c)of this Section shall be payable on demand, (ii) in the event of any repaymentor prepayment of any Loan (other than a prepayment of an ABR Loan prior to theend of the Availability Period), accrued interest on the principal amount repaidor 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 ofthe current Interest Period therefor, accrued interest on such Loan shall bepayable on the effective date of such conversion.

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

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

(a) the Administrative Agent determines (which determination shallbe conclusive absent manifest error) that adequate and reasonable means do notexist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

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

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

the conversion of any Borrowing to, or continuation of any Borrowing as, aEurodollar Borrowing shall be ineffective and (ii) if any Borrowing Requestrequests a Eurodollar Borrowing, such Borrowing shall be made as an ABRBorrowing. In the event, and on each occasion, that prior to the determinationof a Benchmark LIBO Rate for any day the Administrative Agent shall havedetermined that dollar deposits in the principal amounts of the Deposits are notgenerally available in the interbank eurodollar market, or that the rates atwhich such dollar deposits are being offered will not adequately and fairlyreflect the cost of maintaining the Benchmark LIBO Rate or the Deposits for suchday, or that reasonable means do not exist for ascertaining the Benchmark LIBORate, the Administrative Agent shall give notice thereof to the Borrower and theLenders by telephone or telecopy as promptly as practicable thereafter and theDeposit Return shall be equal to a rate determined by the Administrative Agentin accordance with banking industry rules on interbank compensation minus .10%per annum. Each determination by the Administrative Agent hereunder shall beconclusive absent manifest error.

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

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

(ii) impose on any Lender or any Issuing Bank or the Londoninterbank market any other condition (other than Taxes) affecting this Agreementor Eurodollar Loans made by such Lender or any Letter of Credit or participationtherein or any Deposit or the Deposit Account;

and the result of any of the foregoing shall be to increase the cost to suchLender of making or maintaining its Deposit or any Eurodollar Loan (or ofmaintaining the Commitment of such Lender) or to increase the cost to suchLender or such Issuing Bank of participating in, issuing or maintaining anyLetter of Credit or to reduce the amount of any sum received or receivable bysuch Lender or such Issuing Bank hereunder (whether of principal, interest orotherwise), in each case by an amount deemed by such Lender or Issuing Bank, asthe case may be, to be material, then the Borrower will pay to such Lender orsuch Issuing Bank such additional amount or amounts as will compensate suchLender or such Issuing Bank, as the case may be, for such additional costsincurred or reduction suffered.

(b) If any Lender or any Issuing Bank determines that any Change inLaw regarding capital requirements has had or would have the effect of reducingthe rate of return on such Lender’s or such Issuing Bank’s capital or on thecapital of such Lender’s or such Issuing Bank’s holding company, if any, in eachcase by an amount deemed by such Lender or such Issuing Bank to be material, asa consequence of this Agreement or the Commitment of such Lender or the Loans orparticipations in Letters of Credit held by such Lender or the Deposit orSub-Account of any 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 orsuch Issuing Bank’s holding company would have achieved but

for such Change in Law (taking into consideration such Lender’s or such IssuingBank’s policies and the policies of such Lender’s or such Issuing Bank’s holdingcompany with respect to capital adequacy), then from time to time the Borrowerwill pay to such Lender or such Issuing Bank, as the case may be, suchadditional amount or amounts as will compensate such Lender or such Issuing Bankor such Lender’s or such Issuing Bank’s holding company for any such reductionsuffered.

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

(d) Failure or delay on the part of any Lender or Issuing Bank todemand compensation pursuant to this Section shall not constitute a waiver ofsuch Lender’s or such Issuing Bank’s right to demand such compensation; providedthat the Borrower shall not be required to compensate a Lender or an IssuingBank pursuant to this Section for any increased costs or reductions incurredmore than 180 days prior to the date that such Lender or such Issuing Banknotifies the Borrower of the Change in Law giving rise to such increased costsor reductions and of such Lender’s or such Issuing Bank’s intention to claimcompensation therefor; provided further that, if the Change in Law giving riseto such increased costs or reductions is retroactive, then the 180-day periodreferred to above shall be extended to include the period of retroactive effectthereof.

SECTION 2.14. Break Funding Payments. In the event of (a) thepayment of any principal of any Eurodollar Loan other than on the last day of anInterest Period applicable thereto (including as a result of an Event ofDefault), (b) the conversion of any Eurodollar Loan other than on the last dayof the Interest Period applicable thereto, (c) the failure to borrow, continueor prepay any Eurodollar Loan, or to convert any Loan to a Eurodollar Loan, onthe date specified in any notice delivered pursuant hereto (regardless ofwhether such notice may be revoked under Section 2.09(c) and is revoked inaccordance therewith), or (d) the assignment of any Eurodollar Loan other thanon the last day of the Interest Period applicable thereto as a result of arequest by the Borrower pursuant to Section 2.17, then, in any such event, theBorrower shall compensate each Lender for the loss, cost and expenseattributable to such event. In the case of a Eurodollar Loan, such loss, cost orexpense to any Lender shall be deemed to include an amount determined by suchLender to be the excess, if any, of (i) the amount of interest which would haveaccrued on the principal amount of such Loan had such event not occurred, at theAdjusted LIBO Rate that would have been applicable to such Loan, for the periodfrom the date of such event to the last day of the then current Interest Periodtherefor (or, in the case of a failure to borrow, convert or continue, for theperiod that would have been the Interest Period for such Loan), over (ii) theamount of interest which would accrue on such principal amount for such periodat the interest rate which such Lender would bid were it to bid, at thecommencement of such period, for dollar deposits of a comparable amount andperiod from other banks in the eurodollar market. A certificate of any Lendersetting forth any amount or amounts that such Lender is entitled

to receive pursuant to this Section shall be delivered to the Borrower. TheBorrower shall pay such Lender the amount shown as due on any such certificatewithin 10 days after receipt thereof, unless such amount is being contested bythe Borrower in good faith.

SECTION 2.15. Taxes. (a) Any and all payments by or on account ofany obligation of the Borrower or any other Credit Party hereunder or under anyother Credit Document shall be made free and clear of and without deduction forany Indemnified Taxes or Other Taxes; provided that if the Borrower or any otherCredit Party shall be required to deduct any Indemnified Taxes or Other Taxesfrom such payments, then (i) the sum payable shall be increased as necessary sothat after making all required deductions of such Taxes (including deductionsapplicable to additional sums payable under this Section) the AdministrativeAgent, Issuing Bank or Lender (as the case may be) receives an amount equal tothe sum it would have received had no such deductions been made (and theBorrower 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 deductedto the relevant Governmental Authority in accordance with applicable law.

(b) The Borrower shall indemnify each Lender, within 10 days afterwritten demand therefor, for the full amount of any Indemnified Taxes or OtherTaxes withheld by the Administrative Agent with respect to any and all paymentsof the Deposit Return to the Lenders (including Indemnified Taxes or Other Taxesimposed or asserted on or attributable to amounts payable under this Section),whether or not such Indemnified Taxes or Other Taxes were correctly or legallyimposed or asserted by the relevant Governmental Authority. A certificate as tothe amount of such payment or liability delivered to the Borrower by a Lender,or by the Administrative Agent on behalf of the applicable Lender, shall beconclusive absent manifest error.

(c) The Borrower shall indemnify the Administrative Agent, eachIssuing Bank and each Lender, within 10 days after written demand therefor, forthe full amount of any Indemnified Taxes or Other Taxes paid by theAdministrative Agent, such Issuing Bank or such Lender, as the case may be, onor with respect to any payment by or on account of any obligation of theBorrower or any other Credit Party hereunder or under any other Credit Document(including Indemnified Taxes or Other Taxes imposed or asserted on orattributable to amounts payable under this Section) and any penalties, interestand reasonable out-of-pocket expenses arising therefrom or with respect thereto,whether or not such Indemnified Taxes or Other Taxes were correctly or legallyimposed or asserted by the relevant Governmental Authority. A certificate as tothe amount of such payment or liability delivered to the Borrower by a Lender,or the applicable Issuing Bank or by the Administrative Agent on its own behalfor on behalf of the applicable Issuing Bank or a Lender, shall be conclusiveabsent manifest error.

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

(e) As soon as practicable after any payment of Indemnified Taxes orOther Taxes by the Borrower or any other Credit Party to a GovernmentalAuthority, the

Borrower shall deliver to the Administrative Agent the original or a certifiedcopy of a receipt issued by such Governmental Authority evidencing such payment,a copy of the return reporting such payment or other evidence of such paymentreasonably satisfactory to the Administrative Agent.

(f) Any Foreign Lender that is entitled to an exemption from orreduction of withholding tax under the law of the jurisdiction in which theBorrower is located, or any treaty to which such jurisdiction is a party, withrespect to payments under this Agreement shall deliver to the Borrower (with acopy to the Administrative Agent), at the time such Foreign Lender first becomesa party to this Agreement and at the time or times prescribed by applicable law,such properly completed and executed documentation prescribed by applicable lawor reasonably requested by the Borrower as will permit such payments to be madewithout withholding or at a reduced rate; provided that such Foreign Lender hasreceived written notice from the Borrower advising it of the availability ofsuch exemption or reduction and supplying all applicable documentation.

SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing ofSetoffs. (a) Except as required or permitted under Section 2.03, 2.04, 2.13,2.14, 2.15, 2.17 or 9.03, each Borrowing, each payment or prepayment ofprincipal of any Borrowing or of any LC Disbursement, each payment of intereston the Loans or the LC Disbursements, each payment of fees (other than feespayable to the Issuing Banks), each reduction of the Total Commitment and eachrefinancing of any Borrowing with a Borrowing of any Type, shall be allocatedpro rata among the Lenders in accordance with their respective Commitments (or,if the Total Commitment shall have been reduced to zero, in accordance with therespective principal amounts of their outstanding Loans, LC Exposures orDeposits, as applicable). Each Lender agrees that in computing such Lender’sportion of any Borrowing to be made hereunder, the Administrative Agent may, inits discretion, round each Lender’s percentage of such Borrowing to the nexthigher or lower whole dollar amount.

(b) The Borrower shall make each payment required to be made by ithereunder (whether of principal, interest, fees or reimbursement of LCDisbursements, or of amounts payable under Section 2.13, 2.14 or 2.15 orotherwise) prior to 1:00 p.m., New York City time, on the date when due, inimmediately available funds, without setoff, counterclaim or other deduction.Any amounts received after such time on any date may, in the discretion of theAdministrative Agent, be deemed to have been received on the next succeedingBusiness Day for purposes of calculating interest thereon. All such paymentsshall be made to the Administrative Agent at its offices at 270 Park Avenue, NewYork, New York, except payments to be made directly to an Issuing Bank asexpressly 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 entitledthereto. The Administrative Agent shall distribute any such payments received byit for the account of any other Person in appropriate ratable shares to theappropriate recipient or recipients (or will deposit such payments in theDeposit Account, as applicable) promptly following receipt thereof. If anypayment hereunder shall be due on a day that is not a Business Day, the date forpayment shall be extended to the next succeeding Business Day and, in

the case of any payment accruing interest, interest thereon shall be payable forthe period of such extension. All payments hereunder shall be made in dollars.

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

(d) If any Lender shall, by exercising any right of setoff orcounterclaim or otherwise, obtain payment in respect of any principal of orinterest on any of its Loans or participations in LC Disbursements resulting insuch Lender receiving payment of a greater proportion of the aggregate amount ofits Loans, participations in LC Disbursements and accrued interest thereon thanthe proportion received by any other Lender, then the Lender receiving suchgreater proportion shall purchase (for cash at face value) participations in theLoans and participations in LC Disbursements of other Lenders to the extentnecessary so that the benefit of all such payments shall be shared by theLenders ratably in accordance with the aggregate amount of principal of andaccrued interest on their respective Loans and participations in LCDisbursements. If any participations are purchased pursuant to the precedingsentence and all or any portion of the payments giving rise thereto arerecovered, such participations shall be rescinded and the purchase pricerestored to the extent of such recovery, without interest. The provisions ofthis paragraph shall not be construed to apply to any payment made by theBorrower pursuant to and in accordance with the express terms of this Agreementor any payment obtained by a Lender as consideration for the assignment of orsale of a participation in its Commitment or any of its Loans or participationsin LC Disbursements to any assignee or participant, other than to the Borroweror any Affiliate thereof (as to which the provisions of this paragraph shallapply). The Borrower consents to the foregoing and agrees, to the extent it mayeffectively do so under applicable law and under this Agreement, that any Lenderacquiring a participation pursuant to the foregoing arrangements may exerciseagainst the Borrower rights of setoff and counterclaim with respect to suchparticipation as fully as if such Lender were a direct creditor of the Borrowerin the amount of such participation.

(e) Unless the Administrative Agent shall have received notice fromthe Borrower prior to the date on which any payment is due to the AdministrativeAgent for the account of the Lenders or any Issuing Bank hereunder that theBorrower will not make such payment, the Administrative Agent may assume thatthe Borrower has made such payment on such date in accordance herewith and may,in reliance upon such assumption, distribute to the Lenders or the IssuingBanks, as the case may be (or, to the extent provided in Section 2.01(b),deposit in the Deposit Account) the amount due. In such event, if the Borrowerhas not in fact made such payment, then each of the Lenders or the IssuingBanks, as the case may be, severally agrees to repay to the Administrative

Agent forthwith on demand the amount so distributed to such Lender or IssuingBank (or, if such amount shall have been deposited in the Deposit Account, eachLender authorizes the Administrative Agent to withdraw such amount from theDeposit Account), and to pay interest thereon for each day from and includingthe date such amount shall have been distributed to it or deposited in theDeposit Account and credited to its Sub-Account to but excluding the date ofpayment to or recovery by the Administrative Agent, at the greater of theFederal Funds Effective Rate and a rate determined by the Administrative Agentin accordance with banking industry rules on interbank compensation.

(f) If any Lender shall fail to make any payment required to be madeby it hereunder for the account of the Administrative Agent, any Issuing Bank orany Lender, then the Administrative Agent may, in its discretion(notwithstanding any contrary provision hereof), apply any amounts thereafterreceived by the Administrative Agent for the account of such Lender to satisfysuch Lender’s obligations in respect of such payment until all such unsatisfiedobligations are fully paid.

SECTION 2.17. Mitigation Obligations; Replacement of Lenders. (a) Ifany Lender requests compensation under Section 2.13 or if the Borrower isrequired to pay any additional amount to any Lender or any GovernmentalAuthority for the account of any Lender pursuant to Section 2.15, then suchLender shall use reasonable efforts to designate a different lending office forbooking its Loans hereunder or to assign its rights and obligations hereunder toanother of its offices, branches or affiliates, if, in the judgment of suchLender, such designation or assignment (i) would eliminate or reduce amountspayable 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 wouldnot otherwise be disadvantageous to such Lender. The Borrower hereby agrees topay all reasonable costs and expenses incurred by any Lender in connection withany such designation or assignment.

(b) If any Lender requests compensation under Section 2.13, or ifthe Borrower is required to pay any additional amount to any Lender or anyGovernmental Authority for the account of any Lender pursuant to Section 2.15,or if any Lender shall become the subject of any insolvency or similarproceeding or filing, then the Borrower may, at its sole expense and effort,upon notice to such Lender and the Administrative Agent, require such Lender toassign and delegate, without recourse (in accordance with and subject to therestrictions contained in Section 9.04), all its interests, rights andobligations under this Agreement to an assignee that shall assume suchobligations (which assignee may be another Lender, if a Lender accepts suchassignment); provided that (i) the Borrower shall have received the priorwritten consent of the Administrative Agent, which consent shall notunreasonably be withheld, (ii) such Lender shall have received payment of anamount equal to the outstanding principal of its Loans, participations in LCDisbursements and its Deposit, accrued interest thereon, accrued fees and allother amounts payable to it hereunder, from the assignee or the Borrower, as thecase may be, and (iii) in the case of any such assignment resulting from a claimfor compensation under Section 2.13 or payments required to be made pursuant toSection 2.15, such assignment will result in a reduction in such compensation orpayments. If any Lender shall become the subject of any insolvency or similar

proceeding or filing, then the Borrower, if requested to do so by any IssuingBank, shall use commercially reasonable efforts (which shall not include thepayment of any compensation) to identify an assignee willing to purchase andassume the interests, rights and obligations of such Lender under this Agreementand to require such Lender to assign and delegate all such interests, rights andobligations to such assignee in accordance with the preceding sentence.

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Administrative Agent,the Lenders and the Issuing Banks that:

SECTION 3.01. Organization; Powers. The Borrower and each of theother Credit Parties is duly organized, validly existing and in good standingunder the laws of the jurisdiction of its organization, has all requisite powerand authority to carry on its business as now conducted and, except where thefailure to do so, individually or in the aggregate, would not be reasonablylikely to result in a Material Adverse Change, is qualified to do business, andis 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 itsorganization, has all requisite power and authority to carry on its business asnow conducted and is qualified to do business, and is in good standing, in everyjurisdiction where such qualification is required, except for failures that,individually or in the aggregate, would not be materially likely to result in aMaterial Adverse Change.

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

SECTION 3.03. Governmental Approvals; No Conflicts. Except to theextent that no Material Adverse Change would be materially likely to result, theTransactions (a) do not require any consent or approval of, registration orfiling with, or any other action by, any Governmental Authority, except such asare required to perfect Liens created under the Security Documents and such ashave been obtained or made and are in full force and effect, (b) will notviolate any applicable law or regulation or the charter, by-laws or otherorganizational documents of the Borrower or any of the Subsidiaries or any orderof any Governmental Authority, (c) will not violate or result in

a default under any indenture, agreement or other instrument binding upon theBorrower or any of the Subsidiaries or any of their assets, and (d) will notresult in the creation or imposition of any Lien on any asset of the Borrower orany 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 its consolidated balancesheet and statements of income, stockholders’ equity and cash flows as of andfor the fiscal year ended December 31, 2003, and as of and for the fiscalquarters ended March 31, 2004, and June 30, 2004. Such financial statementspresent fairly, in all material respects, the consolidated financial positionand consolidated results of operations and cash flows of the Borrower and itsConsolidated Subsidiaries as of such dates and for such fiscal year inaccordance with GAAP, subject, in the case of such quarterly statements, tonormal year-end audit adjustments and to the absence of notes.

(b) Except as disclosed in the Disclosure Documents, since December31, 2003, there has been no event or condition that constitutes or would bematerially likely to result in a Material Adverse Change, it being agreed that areduction in any rating relating to the Borrower issued by any rating agencyshall not, in and of itself, be an event or condition that constitutes or wouldbe materially likely to result in a Material Adverse Change (but that events orconditions underlying or resulting from any such reduction may constitute or bematerially likely to result in a Material Adverse Change).

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

(b) Except as set forth in the Disclosure Documents, and except withrespect to matters that, individually or in the aggregate, would not bematerially likely to result in a Material Adverse Change, neither the Borrowernor any of the Subsidiaries (i) has failed to comply with any Environmental Lawor to obtain, maintain or comply with any permit, license or other approvalrequired under any Environmental Law, (ii) has become subject to anyEnvironmental Liability, (iii) has received notice of any claim with respect toany Environmental Liability or (iv) knows of any basis for any EnvironmentalLiability.

SECTION 3.06. Compliance with Laws and Agreements. The Borrower andeach of the Subsidiaries is in compliance with all laws, regulations and ordersof any Governmental Authority applicable to it or its property and allindentures, 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 Eventof Default has occurred and is continuing.

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

SECTION 3.08. ERISA and Canadian Pension Plans. (a) Except asdisclosed in the Disclosure Documents, no ERISA Event has occurred or isreasonably expected to occur that, when taken together with all other ERISAEvents that have occurred or are reasonably expected to occur, would bematerially likely to result in a Material Adverse Change.

(b) Except as would not be materially likely to result in a MaterialAdverse Change, (i) the Canadian Pension Plans are duly registered under theIncome Tax Act (Canada) and all other applicable laws which require registrationand no event has occurred which is reasonably likely to cause the loss of suchregistered status; (ii) all material obligations of each Credit Party (includingfiduciary, funding, investment and administration obligations) required to beperformed in connection with the Canadian Pension Plans and the fundingagreements therefor have been performed in a timely fashion; (iii) to theknowledge of the Credit Parties there have been no improper withdrawals of theassets of the Canadian Pension Plans or the Canadian Benefit Plans; (iv) thereare no outstanding material disputes concerning the assets of the CanadianPension Plans or the Canadian Benefit Plans; and (v) each of the CanadianPension Plans is being funded in accordance with the actuarial valuation reportslast filed with the applicable Governmental Authorities and which are consistentwith generally accepted actuarial principles.

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

SECTION 3.10. Security Interests. (a) When executed and delivered,each of the Guarantee and Collateral Agreement and the Canadian SecurityAgreements will be effective to create in favor of the Collateral Agent for thebenefit of the Secured Parties a valid and enforceable security interest in theCollateral, to the extent contemplated by the Guarantee and Collateral Agreementor the Canadian Security Agreements, as the case may be, and (i) when theCollateral constituting certificated securities (as defined in the UniformCommercial 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 contemplatedby the Guarantee and Collateral Agreement, a perfected security interest in allright, title and interest of the Grantors in such certificated securities to theextent perfection is governed by the Uniform Commercial Code as in effect in anyapplicable jurisdiction, subject to no other Lien other than Liens permittedunder Section 6.02 that take priority over security interests in certificatedsecurities perfected by the possession of such securities under the UniformCommercial Code as in effect in the applicable jurisdiction, and (ii) whenfinancing statements in appropriate form are filed, and any other applicableregistrations are made, in the offices specified in the Perfection Certificate,the Guarantee and Collateral Agreement and the Canadian Security Agreements willcreate a perfected security interest (or hypothec, as applicable) in all right,title and interest of the Grantors in the remaining Collateral to the extentperfection can be obtained by filing Uniform Commercial Code financingstatements and making such other applicable filings and registrations in suchjurisdictions, subject to no other Lien other than Liens permitted under Section6.02. The exclusion of the Consent Assets (as defined in the Guarantee andCollateral Agreement) from the Collateral does not materially reduce theaggregate value of the Collateral.

(b) Each Mortgage, upon execution and delivery by the partiesthereto, will create in favor of the Collateral Agent, for the benefit of theSecured Parties, a legal, valid and enforceable Lien on all the applicablemortgagor’s right, title and interest in and to the Mortgaged Properties subjectthereto and the proceeds thereof, and when the Mortgages have been filed in thecounties specified in Schedule 3.10(b), the Mortgages will create perfectedLiens on all right, title and interest of the mortgagors in the MortgagedProperties and the proceeds thereof, prior and superior in right to Liens infavor of any other Person (other than Liens or other encumbrances for whichexceptions are taken in the policies of title insurance delivered in respect ofthe Mortgaged Properties on or prior to the Effective Date and Liens permittedunder Section 6.02).

(c) Upon (i) the recordation of the Guarantee and CollateralAgreement or a memorandum of such Agreement with the United States Patent andTrademark Office and (ii) the recordation of the Canadian Security Agreementswith the Canadian Intellectual Property Office, the Guarantee and CollateralAgreement and the Canadian Security Agreements, as the case may be, will createin favor of the Collateral Agent, for the benefit of the Secured Parties, aperfected Lien on all right, title and interest of the Grantors in the MaterialIntellectual Property in which a security interest may be perfected by suchrecordation in the United States Patent and Trademark Office or the CanadianIntellectual Property Office, as the case may be, in each case (i) prior andsuperior in right to any other Person and (ii) subject to no other Lien otherthan, in the case of (i) and (ii), Liens permitted under Section 6.02 (it beingunderstood that subsequent recordings in the United States Patent and TrademarkOffice or the Canadian Intellectual Property Office, as the case may be, may benecessary to perfect a Lien on registered trademarks and trademark applicationsacquired 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 Agreementwith the Federal Aviation Administration, the Guarantee and Collateral Agreementwill create in favor of the Collateral Agent, for the benefit of the SecuredParties, a perfected Lien on all right, title and interest of the Grantors inthe Aircraft Collateral (as defined in the Guarantee and Collateral Agreement)in which a security interest may be perfected by such recordation with theFederal Aviation Administration, in each case prior and superior in right to anyother Person, subject to no other Lien other than Liens permitted under Section6.02.

(e) None of the Perfection Certificate or any other writteninformation relating to the Collateral delivered after the date hereof by or onbehalf of any Credit Party to the Administrative Agent, the Collateral Agent orany Lender pursuant to any provision of any Credit Document is or will beincorrect when delivered in any respect material to the rights or interests ofthe Lenders under the Credit Documents.

SECTION 3.11. Use of Proceeds and Letters of Credit. The proceeds ofthe Loans and the Letters of Credit will be used only for the purposes referredto in the preamble to this Agreement. No part of the proceeds of any Loan willbe used, whether directly or indirectly, for any purpose that entails aviolation of any of the Regulations of the Board, including Regulations T, U andX.

ARTICLE IV

Conditions

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

(a) The Administrative Agent (or its counsel) shall have receivedfrom 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 includetelecopy transmission of a signed signature page of this Agreement) that eachsuch party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received favorable writtenopinions (addressed to the Administrative Agent, the Lenders and the IssuingBanks and dated the Effective Date) of (i) Covington & Burling, counsel for theBorrower, substantially in the form of Exhibit E-1, and (ii) the GeneralCounsel, the Associate General Counsel or an Assistant General Counsel of theBorrower, substantially in the form of Exhibit E-2, and covering such othermatters relating to the Credit Parties, the Credit Documents or the Transactionsas the Administrative Agent or the Majority Lenders shall reasonably request.

(c) The Administrative Agent shall have received such documents andcertificates as the Administrative Agent or its counsel may reasonably requestrelating to

the organization, existence and good standing of each Credit Party, theauthorization by the Credit Parties of the Transactions and any other legalmatters relating to the Borrower, the other Credit Parties, the Credit Documentsor the Transactions, all in form and substance reasonably satisfactory to theAdministrative Agent and its counsel.

(d) The commitments under the US Revolving Facility Agreement shallhave terminated, all loans thereunder shall have been repaid and all letters ofcredit thereunder (other than the Existing Letters of Credit) shall have beencanceled, returned or redesignated as letters of credit under the ABL FacilitiesAgreement.

(e) The Obligations shall have been designated by the Borrower as,and shall be, "Designated Senior Obligations" under the Lien Subordination andIntercreditor Agreement.

(f) The Administrative Agent, on behalf of the Lenders, shall haveexecuted and delivered to the administrative agent under the ABL FacilitiesAgreement and the European Facilities Agreement an agreement reasonablysatisfactory to the Borrower and each such administrative agent under which theLiens on the ABL Facilities Collateral and the Luxembourg Finance PledgedCollateral (as such terms are defined in the Master Guarantee and CollateralAgreement) securing the Obligations are subordinated to the prior liens on suchassets securing the obligations under the ABL Facilities Agreement and theobligations under the European Facilities Agreement on substantially the termson which the junior liens on such Collateral securing the US Revolving FacilityAgreement are so subordinated under the Master Guarantee and CollateralAgreement.

(g) The representations and warranties set forth in Article IIIshall be true and correct in all material respects on the Effective Date and theAdministrative Agent shall have received a certificate signed by a FinancialOfficer to that effect.

(h) The Borrower and the other Credit Parties shall be in compliancewith all the terms and provisions set forth herein and in the other CreditDocuments 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 shallhave occurred and be continuing, and the Administrative Agent shall havereceived a certificate signed by a Financial Officer to that effect.

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

(j) The Administrative Agent shall have received (i) a completedPerfection Certificate dated the Effective Date and signed by a FinancialOfficer, together with all attachments contemplated thereby, and (ii) theresults of a search of the Uniform Commercial Code (or equivalent) filings madewith respect to the Credit Parties in the

jurisdictions referred to in paragraph 1 of the Perfection Certificate andcopies of the financing statements (or similar documents) disclosed by suchsearch.

(k) The Administrative Agent shall have received from the Borrowerand each Domestic Subsidiary (other than the Excluded Subsidiaries and theConsent Subsidiaries) a counterpart of the Guarantee and Collateral Agreementduly executed and delivered on behalf of the Borrower or such Subsidiary as aGuarantor and (in the case of each Subsidiary that is a US Facilities Grantorunder the Master Guarantee and Collateral Agreement) a Grantor. TheAdministrative Agent shall have received from the Canadian Grantors counterpartsof the Canadian Security Agreements duly executed and delivered on behalf ofsuch Canadian Grantors.

(l) The Collateral Agent shall have received certificatesrepresenting all Equity Interests (other than any uncertificated EquityInterests) pledged pursuant to the Guarantee and Collateral Agreement, togetherwith undated stock powers or other instruments of transfer with respect theretoendorsed in blank.

(m) All Uniform Commercial Code financing statements andrecordations with the United States Patent and Trademark Office and the FederalAviation Administration required by law or reasonably requested by theCollateral Agent to be filed or recorded to perfect the Liens intended to becreated on the Collateral (to the extent such Liens may be perfected by filingsunder the Uniform Commercial Code as in effect in any applicable jurisdiction orby filings with the United States Patent and Trademark Office or the FederalAviation Administration) shall have been filed or recorded or delivered to theCollateral Agent for filing or recording.

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

(o) The Administrative Agent shall have received from each "DepositAccount Institution" that is party to a "Lockbox Agreement" (as such terms aredefined in the Master Guarantee and Collateral Agreement) an executed letteragreement to the effect that references in such agreement to the US RevolvingFacility Agreement will be deemed to have been replaced with references to thisAgreement at such time as the US Revolving Facility Agreement shall have beenrefinanced and replaced by this Agreement.

The Collateral Agent may enter into agreements with the Borrower togrant extensions of time for the perfection of security interests in or thedelivery of

surveys, title insurance, legal opinions or other documents with respect toparticular assets where it determines that perfection cannot be accomplished orsuch documents cannot be delivered without undue effort or expense by theEffective Date or any later date on which they are required to be accomplishedor delivered under this Agreement or the Security Documents. Any failure of theBorrower to satisfy a requirement of any such agreement by the date specifiedtherein (or any later date to which the Collateral Agent may agree) shallconstitute a breach of the provision of this Agreement or the Security Documentunder which the original requirement was applicable. Without limiting theforegoing, it is anticipated that the actions listed on Schedule 4.01 will nothave been completed by the Effective Date, and the Borrower covenants and agreesthat each of such actions will be completed by the date specified for suchaction in such Schedule 4.01 (or any later date to which the Collateral Agentmay agree) and that the Borrower will comply with all of the undertakings setforth in Schedule 4.01.

The Administrative Agent shall notify the Borrower and the Lendersof the Effective Date in writing, and such notice shall be conclusive andbinding. Notwithstanding the foregoing, the obligations of the Lenders to makethe Deposits and of the Issuing Banks to issue Letters of Credit hereunder shallnot become effective unless each of the foregoing conditions shall have beensatisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., NewYork City time, on August 31, 2004 (and, in the event such conditions are not sosatisfied or waived, the Total Commitment shall be reduced to zero at suchtime).

SECTION 4.02. Each Credit Event. (A) The obligation of each Lenderto make a Loan on the occasion of any Borrowing (other than a conversion orcontinuation of an outstanding Borrowing and other than a Borrowing to reimbursean LC Disbursement made pursuant to Section 2.04(e)) and of each Issuing Bank toissue, amend, renew or extend any Letter of Credit, shall be subject to thesatisfaction of the following conditions:

(a) The representations and warranties of the Borrower set forth inthis Agreement and in the other Credit Documents (insofar as they relate to thetransactions provided for herein or to the Collateral securing the Obligations)shall be true and correct in all respects material to the rights or interests ofthe Lenders or the Issuing Banks under the Credit Documents on and as of thedate of such Borrowing or the date of issuance, amendment, renewal or extensionof such Letter of Credit, as applicable, with the same effect as though made onand as of such date, except to the extent such representations and warrantiesexpressly relate to an earlier date.

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

(B) The obligation of each Lender to make a Loan on the occasion ofany Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e)shall be

subject to the satisfaction of the condition that at the time of and immediatelyafter giving effect to such Borrowing, no Event of Default shall have occurredand be continuing.

(C) Each Borrowing and each issuance, amendment, renewal orextension of a Letter of Credit shall be deemed to constitute a representationand warranty by the Borrower on the date thereof as to the matters specified inparagraphs (a) and (b) of subsection (A) above or in subsection (B) above, asthe case may be.

ARTICLE V

Affirmative Covenants

Until the Total Commitment shall have been reduced to zero and theprincipal of and interest on each Loan and all fees payable hereunder shall havebeen paid in full and all Letters of Credit shall have expired or terminated andall LC Disbursements shall have been reimbursed, the Borrower covenants andagrees with the Administrative Agent, the Lenders and the Issuing Banks that:

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

(a) as soon as available and in any event within 110 days after theend of each fiscal year of the Borrower, (i) its audited consolidated balancesheet and related statements of income, stockholders’ equity and cash flows asof the end of and for such year, setting forth in each case in comparative formthe figures for the previous fiscal year, all reported on byPricewaterhouseCoopers or other independent public accountants of recognizednational standing (without any qualification or exception as to the scope ofsuch audit) to the effect that such consolidated financial statements presentfairly in all material respects the financial condition and results ofoperations of the Borrower and its Consolidated Subsidiaries in accordance withGAAP consistently applied; and (ii) an annual operating plan prepared bymanagement of the Borrower in a manner consistent with past practice, whichannual operating plan shall include, for the fiscal year in which it isdelivered, (A) annual and quarterly projected income statements, annual andquarterly projected statements of cash flow, and a projected year-end balancesheet as of the last day of such fiscal year, in each case, for the Borrower andits Consolidated Subsidiaries, and (B) quarterly projections of unit and dollarsales, EBIT and operating cash flow by business unit;

(b) as soon as available and in any event within 60 days after theend of each of the first three fiscal quarters of each fiscal year of theBorrower, its consolidated balance sheet and related statements of income,stockholders’ equity and cash flows as of the end of and for such fiscal quarterand the then elapsed portion of the fiscal year, setting forth in each case incomparative form the figures for the corresponding period or periods of (or, inthe case of the balance sheet, as of the end of) the previous fiscal year, allcertified by one of its Financial Officers as presenting fairly in all materialrespects the financial condition and results of operations of the Borrower andits Consolidated

Subsidiaries in accordance with GAAP consistently applied, subject to normalyear-end audit adjustments and the absence of footnotes;

(c) not later than one Business Day after each delivery of financialstatements 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 hasoccurred, specifying the details thereof and any action taken or proposed to betaken 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 statementsrelate and for each applicable period then ended, (iii) stating whether anychange in GAAP or in the application thereof has occurred since the date of themost 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 onthe financial statements accompanying such certificate and (iv) specifying theexchange rate determined by the Borrower and used in its Annual Operating Planfor the then current fiscal year (which rate the Borrower agrees to determinereasonably);

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

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

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

(g) at the time of each delivery of financial statements underclause (a) or (b) above, a certificate of a Financial Officer of the Borrowercertifying that the requirements of Section 5.08 have been satisfied in allmaterial respects; and

(h) promptly following any request therefor, such other informationregarding the operations, business affairs and financial condition of theBorrower or any Subsidiary, or compliance with the terms of this Agreement orthe other Credit Documents, or the perfection of the security interests createdby the Security Documents, as the Administrative Agent or any Lender mayreasonably request.

Information required to be delivered pursuant to this Section 5.01shall be deemed to have been delivered if such information, or one or moreannual or quarterly

reports containing such information, shall have been posted by theAdministrative Agent on an IntraLinks or similar site to which the Lenders havebeen granted access or shall be available on the website of the Securities andExchange Commission at http://www.sec.gov; provided that the Borrower shalldeliver paper copies of such information to any Lender that requests suchdelivery. Information required to be delivered pursuant to this Section 5.01 mayalso be delivered by electronic communications pursuant to procedures approvedby the Administrative Agent.

SECTION 5.02. Notices of Defaults. The Borrower will furnish to theAdministrative Agent, each Issuing Bank and each Lender prompt written notice ofthe occurrence of any Default, together with a statement of a Financial Officeror other executive officer of the Borrower setting forth the details of theevent or development requiring such notice and any action taken or proposed tobe taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business. The Borrower will, andwill cause each of the Subsidiaries to, do or cause to be done all thingsnecessary to preserve, renew and keep in full force and effect its legalexistence and the rights, licenses, permits, privileges and franchises materialto the conduct of its business, except to the extent that failures to keep ineffect such rights, licenses, permits, privileges and franchises would not bematerially likely, individually or in the aggregate for all such failures, toresult in a Material Adverse Change; provided that the foregoing shall notprohibit any merger, consolidation, liquidation or dissolution permitted underSection 6.04.

SECTION 5.04. Maintenance of Properties. The Borrower will, and willcause each of the Subsidiaries to, keep and maintain all its property in goodworking order and condition, ordinary wear and tear excepted, except to theextent any failure to do so would not, individually or in the aggregate, bematerially likely to result in a Material Adverse Change (it being understoodthat the foregoing shall not prohibit any sale of any assets permitted bySection 6.06).

SECTION 5.05. Books and Records; Inspection and Audit Rights. TheBorrower will, and will cause each of the Subsidiaries to, keep books of recordand account sufficient to enable the Borrower to prepare the financialstatements and other information required to be delivered under Section 5.01.The Borrower will, and will cause each of the Subsidiaries to, permit anyrepresentatives designated by the Administrative Agent (or by any Lender actingthrough the Administrative Agent), upon reasonable prior notice, to visit andinspect its properties (accompanied by a representative of the Borrower) and todiscuss its affairs, finances and condition with its officers, all at suchreasonable times and as often as reasonably requested.

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

SECTION 5.07. Insurance. The Borrower will, and will cause each ofthe Subsidiaries to, maintain, with financially sound and reputable insurancecompanies, insurance in such amounts and against such risks as are customaryamong companies of established reputation engaged in the same or similarbusinesses and operating in the same or similar locations, except to the extentthe failure to do so would not be materially likely to result in a MaterialAdverse Change. The Borrower will furnish to the Administrative Agent or anyLender, upon request, information in reasonable detail as to the insurance somaintained.

SECTION 5.08. Guarantees and Collateral. (a) In the event that thereshall at any time exist any North American Subsidiary (other than an ExcludedSubsidiary or Consent Subsidiary) that shall not be a party to the Guarantee andCollateral Agreement or the Canadian Security Agreements, as the case may be,the Borrower will promptly notify the Collateral Agent (including in such noticethe information that would have been required to be set forth with respect tosuch Subsidiary in the Perfection Certificate if such Subsidiary had been one ofthe Grantors listed therein) and will, within 30 days (or such longer period asmay be reasonable under the circumstances) after such notification, deliver tothe Collateral Agent a supplement to the Guarantee and Collateral Agreement orthe Canadian Security Agreements, as the case may be, in substantially the formspecified therein, duly executed and delivered on behalf of such North AmericanSubsidiary, pursuant to which such North American Subsidiary will become a partyto the Guarantee and Collateral Agreement and a Subsidiary Guarantor and, if itelects to become a Grantor or if its consolidated assets are greater than$10,000,000 as of June 30, 2004, or if later, as of the end of the most recentfiscal quarter for which financial statements have been delivered pursuant toSection 5.01(a) or (b), a Grantor, in each case as defined in the Guarantee andCollateral Agreement.

(b) In the event that the Borrower or any other Grantor shall at anytime directly own any Equity Interests of any Subsidiary (other than (i) EquityInterests in any Subsidiary with consolidated assets not greater than$10,000,000 as of June 30, 2004, or if later, as of the end of the most recentfiscal quarter for which financial statements have been delivered pursuant toSection 5.01(a) or (b), (ii) Equity Interests in any Excluded Subsidiary orConsent Subsidiary and (iii) Equity Interests already pledged in accordance withthis paragraph or Section 4.01(l)), the Borrower will promptly notify theCollateral Agent and will, within 30 days (or such longer period as may bereasonable under the circumstances) after such notification, cause such EquityInterests to be pledged under the Guarantee and Collateral Agreement and causeto be delivered to the Collateral Agent any certificates representing suchEquity Interests, together with undated stock powers or other instruments oftransfer with respect thereto endorsed in blank; provided, that (A) no Grantorshall be required to pledge more than 65% of outstanding voting Equity Interestsof any Foreign Subsidiary and (B) no Grantor shall be required to pledge anyEquity Interests in any Foreign Subsidiary if a Financial Officer shall havedelivered a certificate to the Administrative Agent certifying that the Borrowerhas determined, on the basis of reasonable inquiries in the jurisdiction of suchPerson, that such pledge would affect materially and adversely the ability ofsuch Person to conduct its business in such jurisdiction.

(c) In the event that the Borrower or any other Grantor shall at anytime directly own any Equity Interests of any Material Foreign Subsidiary (otherthan Equity Interests already pledged in accordance with this paragraph andEquity Interests in any Consent Subsidiary), the Borrower will promptly notifythe Collateral Agent and will take all such actions as the Collateral Agentshall reasonably request and as shall be available under applicable law to causesuch Equity Interests to be pledged under a Foreign Pledge Agreement and causeto be delivered to the Collateral Agent any certificates representing suchEquity Interests, together with undated stock powers or other instruments oftransfer with respect thereto endorsed in blank; provided, that (A) no Grantorshall be required to pledge more than 65% of outstanding voting Equity Interestsof any Foreign Subsidiary and (B) no Grantor shall be required to pledge anyEquity Interests in any Person if a Financial Officer shall have delivered acertificate to the Administrative Agent certifying that the Borrower hasdetermined, on the basis of reasonable inquiries in the jurisdiction of suchPerson, that such pledge would affect materially and adversely the ability ofsuch Person to conduct its business in such jurisdiction.

(d) In the event that the Borrower or any other Grantor shall at anytime own any Material Intellectual Property (other than Material IntellectualProperty as to which the actions required by this paragraph have already beentaken), the Borrower will promptly notify the Collateral Agent and will file allUniform Commercial Code financing statements or other applicable personalproperty security law filings and recordations with the Patent and TrademarkOffice or the Canadian Intellectual Property Office as shall be required by lawor reasonably requested by the Collateral Agent to be filed or recorded toperfect the Liens intended to be created on the Collateral (to the extent suchLiens may be perfected by filings under the Uniform Commercial Code or otherpersonal property security legislation as in effect in any applicablejurisdiction or by filings with the United States Patent and Trademark Office orthe Canadian Intellectual Property Office); provided, that if the consents ofPersons other than the Borrower and the Wholly Owned Subsidiaries would berequired under applicable law or the terms of any agreement in order for asecurity interest to be created in any Material Intellectual Property under theGuarantee and Collateral Agreement or the Canadian Security Agreements, as thecase may be, a security interest shall not be required to be created in suchMaterial Intellectual Property prior to the obtaining of such consents. TheBorrower will endeavor in good faith to obtain any consents required to permitany security interest in Material Intellectual Property to be created under theGuarantee and Collateral Agreement or the Canadian Security Agreements, as thecase may be.

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

ARTICLE VI

Negative Covenants

Until the Total Commitment shall have been reduced to zero and theprincipal of and interest on each Loan and all fees payable hereunder shall havebeen paid in full and all Letters of Credit shall have expired or terminated andall LC Disbursements shall have been reimbursed, the Borrower covenants andagrees with the Administrative Agent, the Lenders and the Issuing Banks that:

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

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

(b) Indebtedness under the ABL Facilities Agreement and the EuropeanFacilities Agreement (and related Indebtedness under the "Security Documents",as defined in such Agreements) in an amount for each such Agreement not greaterthan the aggregate amount of the outstanding loans and unfunded commitments ofthe lenders thereunder on the Effective Date, and additional Indebtedness thatmay be incurred under the ABL Facilities that does not result in the aggregateprincipal amount of Indebtedness under the ABL Facilities exceeding$2,000,000,000;

(c) other Indebtedness existing (or incurred pursuant to commitmentsto lend existing) on March 31, 2003, substantially all of which is set forth ordescribed in Schedule 6.01;

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

(e) Guarantees expressly permitted under Section 6.05;

(f) Indebtedness of Foreign Subsidiaries (other than the European JVand its subsidiaries and Luxembourg Finance (it being understood thatIndebtedness of Goodyear S.A., organized under the laws of Luxembourg, existingon March 31, 2003, shall be counted against the limitation set forth in thisSection 6.01(f) from and after the date on which it becomes secured)) in anaggregate principal amount (excluding Indebtedness existing or incurred underthe other clauses of this Section 6.01 and under Section 6.05(b)) not greaterthan $200,000,000 outstanding at any time;

(g) Securitization Transactions (other than those permitted byparagraphs (f), (j), (l), (r) and (u) of this Section) in an aggregate amountnot greater than (euro)275,000,000 outstanding at any time;

(h) Indebtedness of the Borrower or any Subsidiary incurred tofinance the acquisition, construction or improvement of any fixed or capitalassets, including Capital Lease Obligations and any Indebtedness assumed inconnection with the acquisition of any such assets or secured by a Lien on anysuch assets prior to the acquisition thereof; provided that such Indebtedness isincurred prior to or within 180 days after such acquisition or the completion ofsuch construction or improvement;

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

(j) Indebtedness of any Person that shall have become a Subsidiaryafter March 31, 2003, as a result of a transaction expressly permitted underSection 6.05(e) (or the corresponding section of the US Revolving FacilityAgreement); provided that such Indebtedness shall have existed at the time suchPerson became a Subsidiary and shall not have been created in contemplation ofor in connection with such Person becoming a Subsidiary;

(k) obligations of the Borrower and the Subsidiaries existing onMarch 31, 2003 (other than Guarantees, Securitization Transactions and Sale andLeaseback Transactions), that would not constitute Indebtedness that wouldappear as liabilities on a consolidated balance sheet of the Borrower under GAAPas in effect on March 31, 2003, and that, as a result of changes in GAAP afterMarch 31, 2003, shall be required to be reflected on such a balance sheet asliabilities;

(l) Indebtedness of any Subsidiary that is not a ConsolidatedSubsidiary under GAAP as in effect on March 31, 2003 (and in the event that anysuch Subsidiary shall become a Consolidated Subsidiary, Indebtedness of suchSubsidiary existing at the time it becomes a Consolidated Subsidiary);

(m) any extension, renewal, refinancing or replacement of anyIndebtedness referred to in any of clauses (a) through (l) above that does notincrease the outstanding principal amount thereof (except to the extentnecessary to pay the fees, expenses, underwriting discounts and prepaymentpremiums in connection therewith) or change the parties directly or indirectlyresponsible for the payment of such Indebtedness; provided that (i) any suchrefinancing or replacement Indebtedness shall not shorten the maturity of theIndebtedness refinanced or replaced or add a requirement not previouslyapplicable to the Indebtedness refinanced or replaced that such Indebtedness beprepaid, redeemed, repurchased or defeased on one or more scheduled dates orupon the happening of one or more events (other than events of default or changeof control events) before the maturity of the Indebtedness being refinanced orreplaced and (ii) (A) any such refinancing or replacement of Indebtedness underany revolving credit or similar facility shall be accompanied by the terminationof the portion of the commitments under such facility under which suchrefinanced or replaced Indebtedness shall have been outstanding and (B) anyextension, renewal, refinancing or replacement of Indebtedness under anyrevolving credit or similar facility may be in an aggregate principal amountequal to the commitments under such facility at the time of such

extension, renewal, refinancing or replacement, whether or not such commitmentshave been drawn at the time of such extension, renewal, refinancing orreplacement;

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

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

(p) unsecured surety and performance bonds entered into in theordinary 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"), orany combination thereof, not maturing or required to be prepaid, redeemed,repurchased or defeased prior to the Commitment Termination Date, whether on oneor more scheduled dates or upon the happening of one or more events (other thanevents of default (or similar events relating to Equity Interests) or change ofcontrol events), and any Guarantee of such Indebtedness provided by anySubsidiary that is a Guarantor under the Guarantee and Collateral Agreement thatis subordinated to the Obligations on terms in no material respect lessfavorable to the Lenders than market terms prevailing at the time such Guaranteeis issued; provided that the aggregate principal or stated amount of suchIndebtedness (or of the Indebtedness it Guarantees) or preferred EquityInterests created or assumed pursuant to this clause (q) and outstanding at anytime, without duplication, shall not exceed $1,000,000,000; provided further,that for purposes of this paragraph, any trust preferred stock or similarpreferred Equity Interest issued by a special purpose entity substantially allthe assets of which consist of Indebtedness or preferred Equity Interests of theBorrower will be deemed to be a preferred Equity Interest of the Borrower;

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

(s) Senior Subordinated-Lien Indebtedness for borrowed money of theBorrower outstanding on the date hereof, and additional Senior Subordinated-LienIndebtedness in an aggregate principal amount not to exceed $750,000,000 issuedafter the date hereof, in each case not maturing or required to be prepaid,redeemed, repurchased or defeased prior to the Commitment Termination Date,whether on one or more scheduled dates or upon the happening of one or moreevents (other than as a result of events of default or change of control eventsor pursuant to customary provisions requiring that the Borrower offer topurchase such Senior Subordinated-Lien Indebtedness with the proceeds of assetsales to the extent such proceeds have not been invested in assets used in theBorrower’s business or used to prepay, redeem or purchase other Indebtedness(including Loans hereunder) or to provide cash collateral for

reimbursement obligations in respect of letters of credit (including the Lettersof Credit)) (it being agreed that provisions comparable to those set forth inExhibit G hereto are customary), and related Guarantees by the SubsidiaryGuarantors; provided that the Senior Subordinated-Lien Collateral Agent for suchSenior Subordinated-Lien Indebtedness shall have executed and delivered to theAdministrative Agent, on its own behalf and on behalf of the obligees on suchSenior Subordinated-Lien Indebtedness, the Lien Subordination and IntercreditorAgreement;

(t) Securitization Transactions of Foreign Subsidiaries (other thanthose permitted by paragraphs (f), (g), (j), (l) and (r) of this Section) in anaggregate amount not greater than $15,000,000 outstanding at any time; and

(u) other Indebtedness in an aggregate amount at any timeoutstanding not to exceed $25,000,000.

SECTION 6.02. Liens. The Borrower will not, and will not permit anyConsolidated Subsidiary to, create, incur, assume or permit to exist any Lien onany property or asset now owned or hereafter acquired by it, or assign or sellany income or revenues (including accounts receivable) or rights in respect ofany thereof (other than sales of delinquent or doubtful receivables and otherthan any transaction excluded from the definition of "SecuritizationTransaction" under the proviso thereto), except:

(a) Liens created under the New Facilities Documents and the CreditDocuments (including Liens created under Section 2.04(j));

(b) Permitted Encumbrances;

(c) any Lien on any property or asset of the Borrower or anySubsidiary existing on April 1, 2003, and set forth in Schedule 6.02; providedthat (i) such Lien shall not apply to any other property or asset of theBorrower or any Subsidiary and (ii) such Lien shall secure only thoseobligations which it secured on April 1, 2003, and extensions, renewals andreplacements thereof that do not increase the outstanding principal amountthereof;

(d) any Lien existing on any property or asset prior to theacquisition thereof by the Borrower or any Subsidiary or existing on anyproperty or asset of any Person that shall have become a Subsidiary after March31, 2003, prior to the time such Person became a Subsidiary; provided that (i)such Lien secures Indebtedness permitted by clause (h) or (j) of Section 6.01,(ii) such Lien shall not have been created in contemplation of or in connectionwith 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 Borroweror any Subsidiary, and (iv) such Lien shall secure only those obligations whichit shall have secured on the date of such acquisition or the date such Personshall have become a Subsidiary, as the case may be, and extensions, renewals andreplacements thereof that do not increase the outstanding principal amountthereof;

(e) Liens on assets acquired, constructed or improved by theBorrower or any Subsidiary; provided that (i) such Liens secure Indebtednesspermitted by clause (h)

or (j) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby areincurred prior to or within 180 days after such acquisition or the completion ofsuch construction or improvement, (iii) the Indebtedness secured thereby doesnot 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 orany Subsidiary;

(f) Liens on assets of Foreign Subsidiaries (other than the EuropeanJV and its subsidiaries and Luxembourg Finance) securing Indebtedness incurredunder Section 6.01(f), and (ii) in connection with Securitization Transactionspermitted under Section 6.01(f) or (t);

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

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

(i) Liens on specific items of inventory or other goods (andproceeds thereof) securing obligations in respect of bankers’ acceptances issuedfor 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 relateddocumentation (and proceeds thereof) securing reimbursement obligations inrespect of trade letters of credit issued to ensure payment of the purchaseprice for such items of inventory or other goods;

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

(l) Liens referred to in policies of title insurance with respect toMortgaged Property delivered to the Administrative Agent prior to the EffectiveDate;

(m) Liens on assets constituting ABL Facilities Collateral, USFacilities Pledged Collateral, Luxembourg Finance Pledged Collateral and USFacilities Article 9 Collateral (other than any such US Facilities Article 9Collateral constituting Indenture Properties or "manufacturing facilities", asdefined in the Swiss Franc Note Agreement) (each such term not defined in thisAgreement having the meaning assigned to it in the Master Guarantee andCollateral Agreement), and on the Borrower’s headquarters building in Akron,Ohio, created under any Senior Subordinated-Lien Indebtedness Security Documentsto secure any Senior Subordinated-Lien Indebtedness incurred under Section6.01(s); provided, that such Liens shall be subordinate and junior to the Lienssecuring the Obligations on the terms set forth in the Lien Subordination andIntercreditor Agreement;

(n) Liens on assets constituting ABL Facilities Collateral, USFacilities Pledged Collateral, Luxembourg Finance Pledged Collateral and USFacilities Article 9 Collateral (each such term not defined in this Agreementhaving the meaning assigned to it in the Master Guarantee and CollateralAgreement), and on the Borrower’s

headquarters building in Akron, Ohio, securing Indebtedness incurred underSection 6.01(m) to refinance the Indebtedness under the ABL FacilitiesAgreement, but only if (i) all Indebtedness under the ABL Facilities Agreementshall have been repaid and discharged in full and the Commitments under and asdefined in the ABL Facilities Agreement shall have been terminated not laterthan the time at which such Liens are incurred and (ii) any such Liens on assetsother than ABL Facilities Collateral shall be subordinated, on the terms setforth in the Master Guarantee and Collateral Agreement, to the Liens securingthe Obligations to the same extent as the Liens on such assets securing theIndebtedness under the ABL Facilities Agreement;

(o) Liens on assets constituting European Facilities Collateral andLuxembourg Finance Pledged Collateral (each such term not defined in thisAgreement having the meaning assigned to it in the Master Guarantee andCollateral Agreement) securing Indebtedness incurred under Section 6.01(m) torefinance the Indebtedness under the European Facilities Agreement, but only ifall Indebtedness under the European Facilities Agreement shall have been repaidin full and the Commitments under and as defined in the European FacilitiesAgreement shall have been terminated not later than the time at which such Liensare incurred;

(p) Liens on assets constituting ABL Facilities Collateral, USFacilities Pledged Collateral, Luxembourg Finance Pledged Collateral and USFacilities Article 9 Collateral (other than any such US Facilities Article 9Collateral constituting Indenture Properties or "manufacturing facilities", asdefined in the Swiss Franc Note Agreement) (each such term not defined in thisAgreement having the meaning assigned to it in the Master Guarantee andCollateral Agreement), and on the Borrower’s headquarters building in Akron,Ohio, to secure the Guarantees by the Borrower and the Subsidiary Guarantors ofthe Obligations under and as defined in the European Facilities Agreement (or ofIndebtedness incurred under Section 6.01(m) to refinance the Indebtedness underthe European Facilities Agreement, but only if all Indebtedness under theEuropean Facilities Agreement shall have been repaid in full and the Commitmentsunder and as defined in the European Facilities Agreement shall have beenterminated not later than the time at which such Liens are incurred); providedthat such Liens shall be pari passu with the Liens securing SeniorSubordinated-Lien Indebtedness and subordinate to the other Liens on suchCollateral created by the Guarantee and Collateral Agreement; and

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

SECTION 6.03. Sale and Leaseback Transactions. The Borrower willnot, and will not permit any of the Consolidated Subsidiaries to, enter into orbe party to any Sale and Leaseback Transaction other than (a) Sale and LeasebackTransactions existing on March 31, 2003, and any replacement Sale and LeasebackTransactions that do not involve assets other than those subject to the Sale andLeaseback Transactions they replace and do not increase the Attributable Debtrelated thereto and (b) other Sale and Leaseback Transactions the aggregateoutstanding Attributable Debt in respect of which does not exceed $125,000,000.

SECTION 6.04. Fundamental Changes. The Borrower will not, and willnot 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 oftransactions) assets (including capital stock of Subsidiaries) constituting allor substantially all the assets of the Borrower and its ConsolidatedSubsidiaries, taken as a whole, or, in the case of the Borrower, liquidate ordissolve, except that, if at the time thereof and immediately after givingeffect thereto no Default shall have occurred and be continuing (i) anySubsidiary may merge into the Borrower in a transaction in which the Borrower isthe surviving corporation, (ii) any Subsidiary may merge into any otherSubsidiary 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 bya merger of such Subsidiary and (iv) any Subsidiary may sell, transfer, lease orotherwise 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 isexpressly permitted by Section 6.05 shall be permitted under this Section 6.04.

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

(a) Permitted Investments;

(b) Investments by the Borrower and the Subsidiaries in Subsidiariesor the Borrower; provided that no Investment shall made by any Credit Party in aSubsidiary 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 replaceamounts available under credit facilities or other financings of such Subsidiaryexisting on March 31, 2003, that shall have matured or shall have beenterminated or reduced, (C) to cover losses from operations of such Subsidiaryand (D) to provide funds for Capital Expenditures or acquisitions permitted tobe made by such Subsidiary; provided further, that Equity Interests in theEuropean JV or any subsidiary thereof may not be transferred to any Subsidiarythat is not the European JV or any subsidiary thereof;

(c) any Investment by a Credit Party in a Consolidated Subsidiarythat is not a Credit Party in the form of a transfer of assets used in ordirectly relating to any manufacturing process (but excluding any cash orfinancial asset) from a jurisdiction having higher manufacturing costs to ajurisdiction having lower manufacturing costs; provided that the aggregate bookvalue of all assets subject to all such transfers from and

after April 1, 2003, shall not exceed $250,000,000; and any Investment byGoodyear 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 EquityInterest; provided that the aggregate consideration paid by the Borrower and theSubsidiaries in all such acquisitions (including Indebtedness assumed by theBorrower or any Subsidiary) shall not exceed $100,000,000 plus the aggregate NetCash Proceeds from Prepayment Events or incurrences, issuances or sales ofSenior Subordinated-Lien Indebtedness after March 31, 2003, that (i) shall nothave been required to be applied to reduce commitments or prepay loans under anyof the New Facilities Credit Agreements, the US Term Facility Agreement or theUS Revolving Facility Agreement, and (ii) shall not have been used (and shallnot be required to be used) (A) to make Capital Expenditures that wouldotherwise have been prohibited by Section 6.08, (B) to repurchase, repay orprepay Designated Debt or (C) to make contributions to Plans of the Borrower andthe Subsidiaries;

(f) Guarantees not permitted by any other clause of this Section6.05 incurred in the ordinary course of business and consistent with pastpractice in an aggregate amount for all such Guarantees at any time outstandingnot exceeding $50,000,000;

(g) Investments received in connection with the bankruptcy orreorganization 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 stockof the Borrower;

(i) Equity Interests and debt obligations obtained by the Borroweror any Subsidiary as consideration for any asset sale permitted under Section6.06;

(j) Investments in Persons in which the Borrower or any Subsidiaryhad an Equity Interest on the date hereof, including South Pacific Tyres, thatare (i) required to be made as a result of the exercise by other holders ofEquity Interests in such joint ventures of put options or (ii) required to avoiddilution of the Borrower’s or such Subsidiary’s percentage ownership interesttherein and in an aggregate amount not greater than $150,000,000 during the termof this Agreement;

(k) Investments that are included in Capital Expenditures for therespective periods during which such Investments are made and that are permittedunder Section 6.08;

(l) Investments in Tire & Wheel Assemblies, Inc. in an aggregateamount at any time outstanding not greater than $50,000,000;

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

(n) Investments in prepaid expenses in the ordinary course ofbusiness 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 ordinarycourse of business;

(p) Investments in any Subsidiary that engages in no activitiesother than those related to a Securitization Transaction in order to capitalizesuch Subsidiary at a level customary for a securitization vehicle in such atransaction;

(q) Investments constituting loans or advances by the European JV orany J.V. Subsidiary (as defined in the European Facilities Agreement) to theBorrower or any of its Subsidiaries (other than the European JV, itsSubsidiaries and Luxembourg Finance) as part of cash management consistent withpast practices in an aggregate amount for all such Investments at any timeoutstanding not exceeding $75,000,000;

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

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

SECTION 6.06. Asset Dispositions. The Borrower will not, and willnot permit any of the Consolidated Subsidiaries to, sell, transfer, lease orotherwise 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 anyadditional Equity Interest in such Subsidiary, except:

(a) Sales in the ordinary course of business of inventory and wornout or surplus equipment and Permitted Investments, and Sales in the ordinarycourse of business and consistent with past practices of assets other thanproperty, plant, Investments in Subsidiaries and Intellectual Property; providedthat licensing of Intellectual Property in the ordinary course of business andconsistent with past practices shall be permitted;

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

(c) Sales of accounts receivable or interests therein inSecuritization Transactions permitted under Sections 6.01(g) and (r);

(d) Sales of assets in Sale and Leaseback Transactions permittedunder Section 6.03;

(e) Sales of any Equity Interests in any Person that is not aSubsidiary and Sales, for tax planning or other business purposes, consistentwith the Borrower’s past practices, of any Equity Interests in ForeignSubsidiaries to any Foreign Subsidiary whose Equity Interests have been pledgedunder any of the Security Documents;

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

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

(h) Investments expressly permitted by Section 6.05; and

(i) 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 inreliance upon this clause (i) shall not exceed (A) $500,000,000 in the aggregateor (B) $100,000,000 in the aggregate with respect to (x)Sales of EquityInterests in Foreign Subsidiaries pledged as of the Effective Date pursuant tothe Guarantee and Collateral Agreement to secure the Obligations and (y) Salesof all or substantially all of the assets of Foreign Subsidiaries whose EquityInterests have been pledged as of the Effective Date pursuant to the Guaranteeand Collateral Agreement to secure the Obligations, (ii) all Sales permittedpursuant to this clause (i) shall be made for fair value, as reasonablydetermined by the Borrower, and (iii) at least 75% of the consideration receivedin each such Sale shall consist of cash.

SECTION 6.07. Restricted Payments. (a) The Borrower will not, andwill not permit any of the Subsidiaries to, declare or make, or agree to pay ormake, directly or indirectly, any Restricted Payment, except that (i) theBorrower may declare and pay dividends payable solely in additional shares ofits common stock, (ii) so long as no Event of Default shall exist, the Borrowermay declare and pay cash dividends and other regularly scheduled distributionson shares of its Permitted Preferred Stock, (iii) Subsidiaries may makeRestricted Payments ratably with respect to any class of their respective EquityInterests, (iv) the Borrower may make Restricted Payments pursuant to and inaccordance with stock option or rights plans or other benefit plans formanagement, employees, directors or consultants of the Borrower or anySubsidiary and (v) the Borrower and its Subsidiaries may make Investments inSubsidiaries expressly permitted by Section 6.05(b), Section 6.05(e) or Section6.05(s) and Investments expressly permitted under Section 6.05(j).

(b) The Borrower will not, nor will it permit any of theSubsidiaries to, make or agree to make, directly or indirectly, any payment orother distribution (whether in cash, securities or other property), exceptpayments or distributions made in common stock of the Borrower, to any Personother than the Borrower or a Subsidiary in respect

of principal of or interest on any Indebtedness, or any payment or otherdistribution (whether in cash, securities or other property), including anysinking fund or similar deposit, on account of the purchase, redemption,retirement, defeasance, acquisition, cancelation or termination of anyIndebtedness of the Borrower or any Subsidiary, except:

(i) payments and prepayments under this Agreement (ratably inaccordance with the Applicable Percentages of the Lenders) and the NewFacilities Credit Agreements;

(ii) regularly scheduled and other mandatory interest and principalpayments (including pursuant to sinking fund requirements) as and when due inrespect of any Indebtedness;

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

(iv) the payment of secured Indebtedness that becomes due as aresult of the voluntary sale or transfer of the property or assets securing suchIndebtedness;

(v) if no Event of Default shall exist or would exist after givingeffect thereto, repurchases, repayments or prepayments of Designated Debt; and

(vi) if no Event of Default shall exist, other repurchases,repayments or prepayments of Indebtedness in an aggregate amount not greaterthan $25,000,000 in any calendar year.

SECTION 6.08. Capital Expenditures. The Borrower and theSubsidiaries will not make Capital Expenditures in any period set forth below inan amount greater than (a) the sum of (i) the amount set forth below for suchperiod and each prior period plus (ii) that portion of the aggregate Net CashProceeds from Prepayment Events or incurrences, issuances or sales of SeniorSubordinated-Lien Indebtedness after March 31, 2003, that shall not have beenrequired to be applied to prepay loans under any of the New Facilities CreditAgreements, the US Term Facility Agreement or the US Revolving FacilityAgreement (and shall not have been used (A) to make Investments under Section6.05(e) in excess of the $100,000,000 limitation set forth therein, (B) torepurchase, repay or prepay Designated Debt or (C) to make contributions toPlans of the Borrower and the Subsidiaries) minus (b) the aggregate amount ofCapital Expenditures made during any prior period set forth below or during thecalendar year ended December 31, 2003:

<TABLE><CAPTION> Period Capital Expenditure Amount ------ --------------------------<S> <C>1/1/04 through 12/31/04 $500,000,000

1/1/05 through 12/31/05 $500,000,000

1/1/06 through 12/31/06 $500,000,000

1/1/07 through 9/30/07 $375,000,000</TABLE>

SECTION 6.09. Interest Expense Coverage Ratio. The Borrower will notpermit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expensefor any period of four consecutive fiscal quarters to be less than 2.00 to 1.00.

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

<TABLE><CAPTION> Fiscal Quarter Ending Minimum Amount --------------------- --------------<S> <C>On or before March 31, 2006 2,000,000,000

thereafter 1,750,000,000</TABLE>

SECTION 6.11. Senior Secured Indebtedness Ratio. The Borrower willnot at any date permit the ratio of (a) Consolidated Senior Secured Indebtednessat such date to (b) Consolidated EBITDA for the most recent period of fourconsecutive fiscal quarters for which financial statements have been deliveredpursuant to Section 5.01(a) or (b), to be greater than 4.00 to 1.00.

ARTICLE VII

Events of Default

SECTION 7.01. 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 anyreimbursement obligation in respect of any LC Disbursement when and as the sameshall become due and payable, whether at the due date thereof or at a date fixedfor prepayment thereof or otherwise;

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

(c) any representation or warranty made or deemed made by or onbehalf of any Credit Party in any Credit Document or any amendment ormodification thereof or waiver thereunder shall prove to have been incorrectwhen made or deemed made in any respect material to the rights or interests ofthe 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 theBorrower’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 thosespecified in clauses (a), (b) and (d) of this Article), and such failure shallcontinue unremedied for a period of 30 days after written notice thereof fromthe Administrative Agent to the Borrower (which notice will be given at therequest of any Lender); provided, that the failure of any Credit Party toperform any covenant, condition or agreement made in any Credit Document (otherthan this Agreement) shall not constitute an Event of Default unless suchfailure shall be (i) wilful or (ii) material to the rights or interests of theLenders under the Credit Documents;

(f) the Borrower or any Consolidated Subsidiary shall fail to makeany payment of principal in respect of any Material Indebtedness at thescheduled due date thereof and such failure shall continue beyond any applicablegrace period, or any event or condition occurs that results in any MaterialIndebtedness (other than any Securitization Transaction existing on March 31,2003) becoming due or being required to be prepaid, repurchased, redeemed,defeased or terminated prior to its scheduled maturity (other than, in the caseof any European Securitization Transaction, any event or condition not caused byan act or omission of the Borrower or any Subsidiary, if the Borrower shallfurnish to the Administrative Agent a certificate to the effect that after thetermination of such Securitization Transaction the Borrower and the Subsidiariesthat are a party thereto have sufficient liquidity to operate their businessesin the ordinary course); provided that this clause (f) shall not apply to (i)secured Indebtedness that becomes due as a result of the voluntary sale ortransfer of the property or assets securing such Indebtedness in accordance withthe terms and conditions of this Agreement or (ii) Material Indebtedness of anyForeign Subsidiary if the Borrower is unable, due to applicable law restrictingInvestments in such Foreign Subsidiary, to make an Investment in such ForeignSubsidiary to fund the payment of such Material Indebtedness;

(g) any event or condition occurs that continues beyond anyapplicable grace period and enables or permits the holder or holders of anyMaterial Indebtedness (other than (i) any Securitization Transaction existing onMarch 31, 2003, and (ii) any Material Indebtedness of any Foreign Subsidiary inan aggregate principal amount that is less than $50,000,000) or any trustee oragent on its or their behalf to cause such Material Indebtedness to become due,or to require the prepayment, repurchase, redemption, defeasance or terminationthereof, prior to its scheduled maturity; provided, that (i) no Event of Defaultshall occur under this paragraph (g) as a result of any event or conditionrelating to the ABL Facilities Agreement or any Securitization Transaction,other than any default in the payment of principal or interest thereunder thatdoes not result from a

change in borrowing base eligibility criteria or reserves made by theadministrative agent thereunder as to which there is a good faith disagreementand (ii) this clause (g) shall not apply to (A) secured Indebtedness thatbecomes due as a result of the voluntary sale or transfer of the property orassets securing such Indebtedness in accordance with the terms and conditions ofthis Agreement or (B) Material Indebtedness of any Foreign Subsidiary if theBorrower is unable, due to applicable law restricting Investments in suchForeign Subsidiary, to make an Investment in such Foreign Subsidiary to fund thepayment of such Material Indebtedness;

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

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

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

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

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

(m) any Guarantee of the Obligations under the Guarantee andCollateral Agreement shall fail to be a valid, binding and enforceable Guaranteeof one or more Subsidiary Guarantors where such failure would constitute or bematerially 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 Borrowerdescribed in clause (h) or (i) of this Article), and at any time thereafterduring the continuance of

such event, the Administrative Agent may, and at the request of the MajorityLenders shall, by notice to the Borrower, take any or all of the followingactions, at the same or different times: (i) reduce the Total Commitment tozero, and thereupon the Total Commitment and each LC Commitment shallimmediately be reduced to zero, (ii) declare the Loans then outstanding to bedue and payable in whole (or in part, in which case any principal not sodeclared to be due and payable may thereafter be declared to be due andpayable), and thereupon the principal of the Loans so declared to be due andpayable, together with accrued interest thereon and all fees and otherobligations of the Borrower accrued hereunder, shall become due and payableimmediately, without presentment, demand, protest or other notice of any kind,all of which are hereby waived by the Borrower, and (iii) demand cash collateralwith respect to any Letter of Credit pursuant to Section 2.04(j) (it beingagreed that such demand will be deemed to have been made with respect to allLetters of Credit if any Loans are declared to be due and payable as provided inthe preceding clause (ii)); and in case of any event with respect to theBorrower described in clause (h) or (i) of this Article, the Total Commitmentshall automatically be reduced to zero, and the principal of the Loans thenoutstanding, together with accrued interest thereon and all fees and otherobligations of the Borrower accrued hereunder, shall automatically become dueand payable, and the Borrower’s obligation to provide cash collateral forLetters of Credit shall become effective, in each case without presentment,demand, protest or other notice of any kind, all of which are hereby waived bythe Borrower.

ARTICLE VIII

The Agents

Each of the Lenders and Issuing Banks hereby irrevocably appointsthe Agents as its agents and authorizes the Agents to take such actions on itsbehalf and to exercise such powers as are delegated to the Agents by the termshereof and of the other Credit Documents, together with such actions and powersas are reasonably incidental thereto.

The bank or banks serving as the Agents hereunder shall have thesame rights and powers in their capacity as Lenders or Issuing Banks as anyother Lender or Issuing Bank and may exercise the same as though they were notAgents, 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 orany Subsidiary or other Affiliate thereof as if they were not Agents hereunder.

The Agents shall not have any duties or obligations except thoseexpressly 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 Agentsshall not have any duty to take any discretionary action or exercise anydiscretionary powers, except discretionary rights and powers expresslycontemplated hereby that the Agents are required to exercise in writing by theMajority Lenders, and (c) except as expressly set forth herein, the Agents shallnot

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 anySubsidiary. The Agents shall not be liable for any action taken or not taken bythem 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 wilfulmisconduct. In addition, the Agents shall be deemed not to have knowledge of anyDefault unless and until written notice thereof is given to the Agents by theBorrower or a Lender or Issuing Bank, and the Agents shall not be responsiblefor or have any duty to ascertain or inquire into (i) any statement, warranty orrepresentation made in or in connection with this Agreement, (ii) the contentsof any certificate, report or other document delivered hereunder or inconnection herewith, (iii) the performance or observance of any of thecovenants, agreements or other terms or conditions set forth herein, (iv) thevalidity, enforceability, effectiveness or genuineness of this Agreement or anyother agreement, instrument or document, or (v) the satisfaction of anycondition set forth in Article IV or elsewhere herein, other than to confirmreceipt of items expressly required to be delivered to the Agents.

The Agents shall be entitled to rely upon, and shall not incur anyliability for relying upon, any notice, request, certificate, consent,statement, instrument, document or other writing believed by them to be genuineand to have been signed or sent by the proper Person. The Agents also may relyupon any statement made to them orally or by telephone and believed by them tobe made by the proper Person, and shall not incur any liability for relyingthereon. The Agents may consult with legal counsel (who may be counsel for theBorrower), independent accountants and other experts selected by them withreasonable care, and shall not be liable for any action taken or not taken bythem in accordance with the advice of any such counsel, accountants or experts.

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

Subject to the appointment and acceptance of a successor Agent asprovided below, either Agent may resign at any time by notifying the Lenders andthe Borrower. Upon any such resignation, the Majority Lenders shall have theright to appoint a successor with the Borrower’s written consent (which shallnot be unreasonably withheld or delayed and shall not be required from theBorrower if an Event of Default has occurred and is continuing). If no successorshall have been so appointed by the Majority Lenders and shall have acceptedsuch appointment within 30 days after the retiring Agent gives notice of itsresignation, then the retiring Agent may, on behalf of the Lenders, with theBorrower’s written consent (which shall not be unreasonably withheld or delayedand shall not be required if an Event of Default has occurred and iscontinuing), appoint a successor Agent which shall be a bank or an Affiliatethereof, in each case with a net worth of at least $1,000,000,000 and an officein New York, New York. Upon the acceptance of its appointment as Agent hereunderby 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 bedischarged from its duties and obligations hereunder. After an Agent’sresignation hereunder, the provisions of this Article and Section 9.03 shallcontinue in effect for its benefit in respect of any actions taken or omitted tobe taken by it while it was acting as Agent.

Each Lender and Issuing Bank acknowledges that it has, independentlyand without reliance upon the Agents or any other Lender or Issuing Bank andbased on such documents and information as it has deemed appropriate, made itsown credit analysis and decision to enter into this Agreement. Each Lender andIssuing Bank also acknowledges that it will, independently and without relianceupon the Agents or any other Lender or Issuing Bank and based on such documentsand information as it shall from time to time deem appropriate, continue to makeits own decisions in taking or not taking action under or based upon thisAgreement, any related agreement or any document furnished hereunder orthereunder.

Notwithstanding any other provision contained herein, (a) eachLender and each Issuing Bank acknowledges that the Administrative Agent is notacting as an agent of the Borrower and that the Borrower will not be responsiblefor acts or failures to act on the part of the Administrative Agent and (b) theSyndication Agent shall not, in its capacity as such, have any responsibilitiesunder this Agreement or the other Credit Documents.

Without prejudice to the provisions of this Article VIII, eachLender and Issuing Bank hereby irrevocably appoints and authorizes theCollateral Agent (and any successor acting as Collateral Agent) to act as theperson holding the power of attorney (in such capacity, the "fonde de pouvoir")of the Lenders and Issuing Banks as contemplated under Article 2692 of the CivilCode of Quebec, and to enter into, to take and to hold on their behalf, and fortheir benefit, any hypothec, and to exercise such powers and duties which areconferred upon the fonde de pouvoir under any hypothec. Moreover, withoutprejudice to such appointment and authorization to act as the person holding thepower of attorney as aforesaid, each Lender and Issuing Bank hereby irrevocablyappoints and authorizes the Collateral Agent (and any successor acting asCollateral Agent) (in such capacity, the "Custodian") to act as agent andcustodian for and on behalf of the Lenders and Issuing Banks to hold and to bethe sole registered holder of any debenture which may be issued under anyhypothec, the whole notwithstanding Section 32 of the Act Respecting the SpecialPowers of Legal Persons (Quebec) or any other applicable law. In this respect,(i) the Custodian shall keep a record indicating the names and addresses of, andthe pro rata portion of the obligations and indebtedness secured by any pledgeof any such debenture and owing to each Lender and Issuing Bank, and (ii) eachLender and Issuing Bank will be entitled to the benefits of any charged propertycovered by any hypothec and will participate in the proceeds of realization ofany such charged property, the whole in accordance with the terms hereof.

Each of the fonde de pouvoir and the Custodian shall (a) have thesole and exclusive right and authority to exercise, except as may be otherwisespecifically restricted by the terms hereof, all rights and remedies given tofonde de pouvoir and the

Custodian (as applicable) with respect to the charged property under anyhypothec, any debenture or pledge thereof relating to any hypothec, applicablelaws or otherwise, (b) benefit from and be subject to all provisions hereof withrespect to the Collateral Agent mutatis mutandis, including, without limitation,all such provisions with respect to the liability or responsibility to andindemnification by the Lenders or the Issuing Banks, and (c) be entitled todelegate from time to time any of its powers or duties under any hypothec, anydebenture or pledge thereof relating to any hypothec, applicable laws orotherwise and on such terms and conditions as it may determine from time totime. Any person who becomes a Lender and Issuing Bank shall be deemed to haveconsented to and confirmed: (y) the fonde de pouvoir as the person holding thepower of attorney as aforesaid and to have ratified, as of the date it becomes aLender or Issuing Bank, all actions taken by the fonde de pouvoir in suchcapacity, (z) the Custodian as the agent and custodian as aforesaid and to haveratified, as of the date it becomes a Lender or Issuing Bank, all actions takenby the Custodian in such capacity.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices. (a) Except in the case of notices and othercommunications expressly permitted to be given by telephone (and subject toparagraph (b) below), all notices and other communications provided for hereinshall 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, asfollows:

(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 &Agency Services Group, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attentionof Debbie Meche and Cliff Trapani (Telecopy No. (713) 750-2938), with a copy toJPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017, Attention of RobertKellas (Telecopy No. (212) 270-3089);

(iii) if to a Lender, to it at its address (or telecopy number ore-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 recentlyspecified by it in a notice delivered to the Administrative Agent and theBorrower.

(b) Notices and other communications to the Lenders hereunder may bedelivered or furnished by electronic communications pursuant to proceduresapproved by the Administrative Agent; provided that the foregoing shall notapply to notices pursuant to Article II unless otherwise agreed by theAdministrative Agent and the applicable Lender. The Administrative Agent or theBorrower may, in its discretion, agree to accept notices and othercommunications to it hereunder by electronic communications pursuant

to procedures approved by it; provided that approval of such procedures may belimited to particular notices or communications.

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

SECTION 9.02. Waivers; Amendments. (a) No failure or delay by any ofthe Agents, any Issuing Bank or any Lender in exercising any right or powerhereunder shall operate as a waiver thereof, nor shall any single or partialexercise of any such right or power, or any abandonment or discontinuance ofsteps to enforce such a right or power, preclude any other or further exercisethereof or the exercise of any other right or power. The rights and remedies ofthe Agents, the Issuing Banks and the Lenders hereunder are cumulative and arenot exclusive of any rights or remedies that they would otherwise have. Nowaiver of any provision of this Agreement or consent to any departure by theBorrower therefrom shall in any event be effective unless the same shall bepermitted by paragraph (b) below, and then such waiver or consent shall beeffective only in the specific instance and for the purpose for which given.Without limiting the generality of the foregoing, the making of a Loan orissuance of a Letter of Credit shall not be construed as a waiver of anyDefault, regardless of whether any Agent, any Issuing Bank or any Lender mayhave 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 writingentered into by the Credit Parties party thereto and the Administrative Agent orCollateral Agent, as the case may be, with the consent of the Majority Lenders(except, in the case of any Security Document, as provided in the next sentenceor in the last paragraph of Section 9.14); provided, that no such agreementshall (i) increase the Commitment of any Lender or extend the CommitmentTermination Date with respect to any Lender without the written consent of suchLender, (ii) reduce or forgive all or part of the principal amount of any Loanor LC Disbursement or reduce the rate of interest thereon, or reduce any feepayable hereunder, or reduce the Deposit Return, without the prior writtenconsent of each Lender affected thereby, (iii) postpone the scheduled date ofpayment of the principal amount of any Loan or LC Disbursement or date for thepayment of any interest on any Loan or any fee, or reduce the amount of, waiveor excuse any such payment, without the prior written consent of each Lenderadversely affected thereby, (iv) release all or substantially all the SubsidiaryGuarantors from their Guarantees under the Guarantee and Collateral Agreement,or release all or substantially all the Collateral from the Liens of theSecurity Documents, without the written consent of each Lender, (v) change anyprovision of the Guarantee and Collateral Agreement or any other SecurityDocument to alter the amount or allocation of any payment to be made to theSecured Parties, without the written consent of each Secured Party, (vi) changeSection 2.16 in a manner that would alter the pro rata sharing of any paymentwithout the written consent of each Lender adversely affected thereby, or (vii)change any of the provisions of this Section or the definition of "MajorityLenders" or any other provision hereof specifying

the number or percentage of Lenders required to waive, amend or modify anyrights hereunder or make any determination or grant any consent hereunder,without the written consent of each Lender; provided, further that no suchagreement shall amend, modify or otherwise affect the rights or duties of anyAgent or Issuing Bank under any Credit Document, or any provision of any CreditDocument providing for payments by or to the Administrative Agent or any IssuingBank (or, in the case of any Issuing Bank, any provision of Section 2.04affecting such Issuing Bank or any provision relating to the purchase ofparticipations in Letters of Credit or requiring that the maintenance ofDeposits at least equal the Undrawn/Unreimbursed LC Exposure), in each casewithout the prior written consent of such Agent or Issuing Bank, as the case maybe. Notwithstanding the foregoing, so long as the rights or interests of anyLender shall not be adversely affected in any material respect, the Guaranteeand Collateral Agreement or any other Security Document may be amended withoutthe consent of the Majority Lenders (i) to cure any ambiguity, omission, defector inconsistency, (ii) to provide for the addition of any assets or classes ofassets to the Collateral or (iii) to coordinate the provisions of the Guaranteeand Collateral Agreement with those of the Master Guarantee and CollateralAgreement, including by combining the Guarantee and Collateral Agreement and theMaster Guarantee and Collateral Agreement into a single agreement (which shallfor all purposes hereof constitute a Security Document) establishing for theLiens securing the Obligations the same priorities as shall have been in effectfor the Liens securing the "Obligations" under and as defined in the USRevolving Facility Agreement relative to other Liens governed by the MasterGuarantee and Collateral Agreement.

SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrowershall pay (i) all reasonable out-of-pocket expenses incurred by the Agents, theArrangers and their Affiliates (including the reasonable fees, charges anddisbursements of Cravath, Swaine & Moore LLP, counsel for the Agents and theArrangers, and other local and foreign counsel for the Agents and Arrangers,limited to one per jurisdiction, in connection with the Security Documents andthe creation and perfection of the Liens created thereby and other local andforeign law matters) in connection with the arrangement and syndication of thecredit facilities provided for herein, the preparation, execution, delivery andadministration of this Agreement and the other Credit Documents or anyamendments, modifications or waivers of the provisions hereof or thereof(whether or not the transactions contemplated hereby or thereby shall beconsummated), (ii) all reasonable out-of-pocket expenses incurred by any IssuingBank in connection with the issuance, amendment, renewal or extension of anyLetter of Credit or demand for payment thereunder and (iii) all reasonableout-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, anyIssuing Bank or any Lender, in connection with the enforcement or protection ofits rights in connection with this Agreement, including its rights under thisSection, or in connection with the Loans made or Letters of Credit issuedhereunder, including all such out-of-pocket expenses incurred during anyworkout, restructuring or similar negotiations in respect of such Loans orLetters of Credit. The Borrower also shall pay all out-of-pocket expensesincurred by the Collateral Agent in connection with the creation and perfectionof 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 ofcounsel (including foreign counsel in connection with Foreign PledgeAgreements).

(b) The Borrower shall indemnify each Agent, each Arranger, eachIssuing Bank and each Lender, and each Related Party of any of the foregoingPersons (each such Person being called an "Indemnitee") against, and hold eachIndemnitee harmless from, any and all losses, claims, damages, liabilities andrelated expenses (including the reasonable fees, charges and disbursements ofany counsel for any Indemnitee), incurred by or asserted against any Indemniteeand arising out of (i) the execution or delivery of this Agreement or any otherCredit Document or other agreement or instrument contemplated hereby, theperformance by the parties hereto of their respective obligations or theexercise by the parties hereto of their rights hereunder or thereunder or theconsummation of the Transactions or any other transactions contemplated herebyor 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 aLetter of Credit if the documents presented in connection with such demand donot strictly comply with the terms of such Letter of Credit), (iii) any actualor alleged presence or release of Hazardous Materials on or from any propertycurrently or formerly owned or operated by the Borrower or any of theSubsidiaries, or any Environmental Liability related in any way to the Borroweror any of the Subsidiaries, or (iv) any claim, litigation, investigation orproceeding relating to any of the foregoing, whether based on contract, tort orany other theory and regardless of whether any Indemnitee is a party thereto;provided that such indemnity shall not, as to any Indemnitee, be available tothe extent that such losses, claims, damages, liabilities or related expensesshall have resulted from the gross negligence or wilful misconduct of suchIndemnitee or the breach by such Indemnitee of obligations set forth herein orin any other Credit Document.

(c) To the extent that the Borrower fails to pay any amount requiredto be paid by it to any Agent, any Arranger or any Issuing Bank under paragraph(a) or (b) of this Section, each Lender severally agrees to pay to such Agent,Arranger or Issuing Bank, as the case may be, such Lender’s ApplicablePercentage (determined as of the time that the applicable unreimbursed expenseor indemnity payment is sought) of such unpaid amount; provided that theunreimbursed expense or indemnified loss, claim, damage, liability or relatedexpense, 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 thisAgreement 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 itsrights or obligations hereunder without the prior written consent of each Lender(and any attempted assignment or transfer by the Borrower without such consentshall be null and void) and (ii) no Lender may assign or otherwise transfer itsrights or obligations hereunder except in accordance with this Section. Nothingin this Agreement, expressed or implied, shall be construed to confer upon anyPerson (other than the parties hereto, Indemnitees, their respective

successors and assigns permitted hereby (including any Affiliate of any IssuingBank that issues any Letter of Credit), Participants (to the extent provided inparagraph (c) of this Section) and, to the extent expressly contemplated hereby,the Related Parties of each of the Agents, the Arrangers, the Issuing Banks andthe Lenders) any legal or equitable right, remedy or claim under or by reason ofthis 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 itsrights and obligations under this Agreement (including all or a portion of itsCommitment, the Loans and its Deposit at the time owing to it) with the priorwritten consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower; provided that no consent of the Borrower shall berequired for an assignment to a Lender, an Affiliate of a Lender, an ApprovedFund, a Federal Reserve Bank or, if an Event of Default has occurred and iscontinuing, any other assignee; and

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

(ii) Assignments shall be subject to the following additionalconditions:

(A) except in the case of an assignment to a Lender or an Affiliateof a Lender, the amount of the Commitment of the assigning Lender subject toeach such assignment (determined as of the date the Assignment and Assumptionwith respect to such assignment is delivered to the Administrative Agent) shallnot be less than $1,000,000 or, if smaller, the entire remaining amount of theassigning Lender’s Commitment unless each of the Borrower and the AdministrativeAgent shall otherwise consent, provided (i) that no such consent of the Borrowershall 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 areAffiliates of one another, or to two or more Approved Funds managed by the sameinvestment advisor or by affiliated investment advisors, all such concurrentassignments shall be aggregated in determining compliance with this subsection;

(B) each partial assignment shall be made as an assignment of aproportionate part of all the assigning Lender’s rights and obligations underthis Agreement;

(C) the parties to each assignment shall execute and deliver to theAdministrative Agent an Assignment and Assumption, together with a processingand recordation fee of $3,500; provided that in the event of concurrentassignments to two or more assignees that are Affiliates of one another, or totwo or more Approved Funds managed by the same investment advisor or byaffiliated investment advisors, only one such fee shall be payable;

(D) the assignee, if it shall not be a Lender, shall deliver to theAdministrative Agent an Administrative Questionnaire; and

(E) in connection with each assignment, the Deposit of the assignorLender shall not be released, but shall instead be purchased by the relevantassignee and continue to be held for application (to the extent not alreadyapplied) in accordance with Article II to satisfy such assignee’s obligations inrespect of Loans and the LC Exposure. Each Lender agrees that immediately priorto each assignment (i) the Administrative Agent shall establish a newSub-Account in the name of the assignee, (ii) a corresponding portion of theDeposit credited to the Sub-Account of the assignor Lender shall be purchased bythe assignee and shall be transferred from the assignor’s Sub-Account to theassignee’s Sub-Account and (iii) if after giving effect to such assignment theCommitment of the assignor Lender shall be zero, the Administrative Agent shallclose the Sub-Account of such assignor Lender.

(iii) Subject to acceptance and recording thereof pursuant toparagraph (b)(iv) of this Section, from and after the effective date specifiedin each Assignment and Assumption the assignee thereunder shall be a partyhereto and, to the extent of the interest assigned by such Assignment andAssumption, have the rights and obligations of a Lender under this Agreement,and the assigning Lender thereunder shall, to the extent of the interestassigned by such Assignment and Assumption, be released from its obligationsunder this Agreement (and, in the case of an Assignment and Assumption coveringall of the assigning Lender’s rights and obligations under this Agreement, suchLender shall cease to be a party hereto but shall continue to be entitled to thebenefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment or transfer by aLender of rights or obligations under this Agreement that does not comply withthis Section 9.04 shall be treated for purposes of this Agreement as a sale bysuch Lender of a participation in such rights and obligations in accordance withparagraph (c) of this Section. Each assignment hereunder shall be deemed to bean assignment of the related rights under the Guarantee and Collateral Agreementand the Master Guarantee and Collateral Agreement.

(iv) The Administrative Agent shall maintain at one of its offices acopy of each Assignment and Assumption delivered to it and a register for therecordation of the names and addresses of the Lenders, and the Commitment of,and principal amount of the Loans and LC Disbursements owing to, each Lenderpursuant to the terms hereof from time to time (the "Register"). The entries inthe Register shall be conclusive, and the Borrower, the Administrative Agent,the Issuing Banks and the Lenders may treat each Person whose name is recordedin the Register pursuant to the terms hereof as a Lender hereunder for allpurposes of this Agreement, notwithstanding notice to the contrary. The Registershall be available for inspection by the Borrower and any Issuing Bank orLender, at any reasonable time and from time to time upon reasonable priornotice.

(v) Upon its receipt of a duly completed Assignment and Assumptionexecuted by an assigning Lender and an assignee, the assignee’s completedAdministrative Questionnaire (unless the assignee shall already be a Lenderhereunder), the processing and recordation fee referred to in paragraph (b) ofthis 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 recordthe information contained therein in the Register. No assignment shall beeffective for purposes of this Agreement unless it has been recorded in theRegister as provided in this paragraph.

(vi) By executing and delivering an Assignment and Assumption, theassigning Lender thereunder and the assignee thereunder shall be deemed toconfirm 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 ofthe interest being assigned thereby free and clear of any adverse claim; (ii)except as set forth in clause (i) above, such assigning Lender makes norepresentation or warranty and assumes no responsibility with respect to anystatements, warranties or representations made in or in connection with thisAgreement or any other Credit Document or any other instrument or documentfurnished pursuant hereto or thereto, or the execution, legality, validity,enforceability, genuineness, sufficiency or value of any of the foregoing, orthe financial condition of the Credit Parties or the performance or observanceby the Credit Parties of any of their obligations under this Agreement or underany other Credit Document or any other instrument or document furnished pursuanthereto or thereto; (iii) each of the assignee and the assignor represents andwarrants that it is legally authorized to enter into such Assignment andAssumption; (iv) such assignee confirms that it has received a copy of thisAgreement, together with copies of any amendments or consents entered into priorto the date of such Assignment and Assumption and copies of the most recentfinancial statements delivered pursuant to Section 5.01 and such other documentsand information as it has deemed appropriate to make its own credit analysis anddecision to enter into such Assignment and Assumption; (v) such assignee willindependently and without reliance upon the Agents, such assigning Lender or anyother Lender and based on such documents and information as it shall deemappropriate at the time, continue to make its own credit decisions in taking ornot taking action under this Agreement; (vi) such assignee appoints andauthorizes the Agents to take such action as agents on its behalf and toexercise such powers under this Agreement and the other Credit Documents as aredelegated to them by the terms hereof and thereof, together with such powers asare reasonably incidental thereto; and (vii) such assignee agrees that it willperform in accordance with their terms all the obligations that by the terms ofthis Agreement are required to be performed by it as a Lender.

(c) (i) Any Lender may, without the consent of the Borrower or theAdministrative Agent or any Issuing Bank, sell participations to one or morebanks or other entities (each a "Participant") in all or a portion of suchLender’s rights and/or obligations under this Agreement (including all or aportion of its Commitment, the Loans and its Deposit 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 theperformance of such obligations and (C) the Borrower, the Administrative Agent,the Issuing Banks and the other Lenders shall continue to deal solely anddirectly with such Lender in connection with such Lender’s rights andobligations under this Agreement. Any agreement or instrument pursuant to whicha Lender sells such a participation shall provide that such Lender shall retainthe sole right

to enforce this Agreement and to approve any amendment, modification or waiverof any provision of this Agreement; provided that such agreement or instrumentmay provide that such Lender will not, without the consent of the Participant,agree to any amendment, modification or waiver that affects such Participant andthat, under Section 9.02, would require the consent of each affected Lender.Subject to paragraph (c)(ii) of this Section, the Borrower agrees that eachParticipant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 tothe same extent as if it were a Lender and had acquired its interest byassignment pursuant to paragraph (b) of this Section. To the extent permitted bylaw, each Participant also shall be entitled to the benefits of Section 9.08 asthough it were a Lender, provided such Participant agrees to be subject toSection 2.16(d) as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greaterpayment under Section 2.13 or 2.15 than the applicable Lender would have beenentitled to receive with respect to the participation sold to such Participant,unless the sale of the participation to such Participant is made with theBorrower’s prior written consent, which consent shall specifically refer to thisexception. A Participant that would be a Foreign Lender if it were a Lendershall not be entitled to the benefits of Section 2.15 unless the Borrower isnotified of the participation sold to such Participant and such Participantagrees, for the benefit of the Borrower, to comply with Section 2.15(f) asthough it were a Lender.

(d) Any Lender may at any time pledge or assign a security interestin all or any portion of its rights under this Agreement to secure obligationsof such Lender, including any pledge or assignment to secure obligations to aFederal Reserve Bank, and this Section shall not apply to any such pledge orassignment of a security interest; provided that no such pledge or assignment ofa security interest shall release a Lender from any of its obligations hereunderor substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representationsand warranties made by the Borrower herein and in the certificates or otherinstruments delivered in connection with or pursuant to this Agreement shall beconsidered to have been relied upon by the other parties hereto and shallsurvive the execution and delivery of this Agreement and the making of any Loansand issuance of any Letters of Credit, regardless of any investigation made byany such other party or on its behalf and notwithstanding that any Agent, anyIssuing Bank or any Lender may have had notice or knowledge of any Default orincorrect representation or warranty at the time any credit is extendedhereunder, and shall continue in full force and effect as long as the principalof or any accrued interest on any Loan or any fee or any other amount payableunder this Agreement is outstanding and unpaid or any Letter of Credit isoutstanding and so long as the Total Commitment has not been reduced to zero.The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII shallsurvive and remain in full force and effect regardless of the consummation ofthe transactions contemplated hereby, the repayment of the Loans, the reductionof the Total Commitment to zero, the expiration or termination of the Letters ofCredit or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness; IssuingBanks. This Agreement may be executed in counterparts (and by different partieshereto on different counterparts), each of which shall constitute an original,but all of which when taken together shall constitute a single contract. ThisAgreement, the Issuing Bank Agreements and any separate letter agreements withrespect to fees payable to the Administrative Agent or the Arrangers constitutethe entire contract among the parties relating to the subject matter hereof andsupersede any and all previous agreements and understandings, oral or written,relating to the subject matter hereof. This Agreement shall become effective asprovided in Section 4.01. Delivery of an executed counterpart of a signaturepage of this Agreement by telecopy shall be effective as delivery of a manuallyexecuted counterpart of this Agreement. Each financial institution that shall beparty to an Issuing Bank Agreement executed by the Borrower and theAdministrative Agent shall be a party to and an Issuing Bank under thisAgreement, and shall have all the rights and duties of an Issuing Bank hereunderand under its Issuing Bank Agreement. Each Lender hereby authorizes theAdministrative Agent to enter into Issuing Bank Agreements.

SECTION 9.07. Severability. Any provision of this Agreement held tobe invalid, illegal or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such invalidity, illegality orunenforceability without affecting the validity, legality and enforceability ofthe remaining provisions hereof; and the invalidity of a particular provision ina particular jurisdiction shall not invalidate such provision in any otherjurisdiction. No failure to obtain any approval required for the effectivenessof any provision of this Agreement shall affect the validity or enforceabilityof any other provision of this Agreement.

SECTION 9.08. Right of Setoff. If an Event of Default shall haveoccurred and be continuing and the Loans shall have become due and payablepursuant to Article VII, each Lender, each Issuing Bank and each Affiliate ofany of the foregoing is hereby authorized at any time and from time to time, tothe 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 andother obligations at any time owing by such Lender, Issuing Bank or Affiliate toor for the credit or the account of the Borrower against any of and all theobligations of the Borrower now or hereafter existing under this Agreement heldby such Lender or such Issuing Bank, irrespective of whether or not such Lenderor such Issuing Bank shall have made any demand under this Agreement andalthough such obligations may be unmatured. The rights of each of the Lendersand the Issuing Banks under this Section are in addition to other rights andremedies (including other rights of setoff) which such Person may have.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service ofProcess. (a) This Agreement shall be construed in accordance with and governedby the law of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionallysubmits, for itself and its property, to the nonexclusive jurisdiction of theSupreme Court of the State of New York sitting in New York County and of theUnited States District Court of the

Southern District of New York, and any appellate court from any thereof, in anyaction or proceeding arising out of or relating to this Agreement, or forrecognition or enforcement of any judgment, and each of the parties heretohereby irrevocably and unconditionally agrees that all claims in respect of anysuch 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 partieshereto agrees that a final judgment in any such action or proceeding shall beconclusive and may be enforced in other jurisdictions by suit on the judgment orin any other manner provided by law. Nothing in this Agreement shall affect anyright that any party hereto may otherwise have to bring any action or proceedingrelating 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 whichit may now or hereafter have to the laying of venue of any suit, action orproceeding arising out of or relating to this Agreement in any court referred toin paragraph (b) of this Section. Each of the parties hereto hereby irrevocablywaives, to the fullest extent permitted by law, the defense of an inconvenientforum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service ofprocess in the manner provided for notices in Section 9.01. Nothing in thisAgreement will affect the right of any party to this Agreement to serve processin 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 ATRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF ORRELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHERBASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIESTHAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OFLITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT ITAND 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 Tableof Contents used herein are for convenience of reference only, are not part ofthis Agreement and shall not affect the construction of, or be taken intoconsideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality. Each of the Agents, the Issuing Banksand the Lenders agrees to maintain the confidentiality of the Information (asdefined below), except that Information may be disclosed (a) to its and itsAffiliates’ directors, officers, employees and agents, including accountants,legal counsel and other advisors

who have been informed of the confidential nature of such Information andinstructed to keep such Information confidential, (b) to the extent requested byany regulatory authority (including the NAIC), (c) to the extent required byapplicable 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 advisablein connection with the exercise of any remedies hereunder or any suit, action orproceeding relating to this Agreement or the enforcement of rights hereunder,(f) subject to an agreement containing provisions substantially the same asthose of this Section, to (i) any assignee of or Participant in, or anyprospective assignee of or Participant in, any of its rights or obligationsunder this Agreement or (ii) any actual or prospective counterparty (or itsadvisors) to any swap or derivative transaction relating to the Borrower and itsobligations, (g) with the written consent of the Borrower or (h) to the extentsuch Information (i) becomes publicly available other than as a result of abreach of this Section or (ii) becomes available to any Agent, any Issuing Bankor any Lender on a nonconfidential basis from a source other than the Borrower.For the purposes of this Section, "Information" means all information receivedfrom the Borrower or Persons acting on its behalf relating to the Borrower orits 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 anonconfidential basis from a source other than the Borrower that is not known bythe recipient to be bound by a confidentiality agreement or other obligation ofconfidentiality with respect to such information.

SECTION 9.13. Interest Rate Limitation. Notwithstanding anythingherein 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 intereston such Loan under applicable law (collectively, the "Charges"), shall exceedthe maximum lawful rate (the "Maximum Rate") which may be contracted for,charged, taken, received or reserved by the Lender holding such Loan inaccordance with applicable law, the rate of interest payable in respect of suchLoan hereunder, together with all Charges payable in respect thereof, shall belimited to the Maximum Rate and, to the extent lawful, the interest and Chargesthat would have been payable in respect of such Loan but were not payable as aresult of the operation of this Section shall be cumulated and the interest andCharges payable to such Lender in respect of other Loans or periods shall beincreased (but not above the Maximum Rate therefor) until such cumulated amount,together with interest thereon at the Alternate Base Rate to the date ofrepayment, shall have been received by such Lender.

SECTION 9.14. Security Documents. Each Lender hereby authorizes anddirects the Collateral Agent to execute and deliver the Guarantee and CollateralAgreement and each other Security Document. Each Lender, by executing anddelivering this Agreement, acknowledges receipt of a copy of the Guarantee andCollateral Agreement and the Master Guarantee and Collateral Agreement andapproves and agrees to be bound by and to act in accordance with the terms andconditions of the Guarantee and Collateral Agreement and each other SecurityDocument, specifically including (i) the provisions of Article VI of theGuarantee and Collateral Agreement (governing the exercise of remedies under theSecurity Documents and the distribution of the proceeds realized from suchexercise), (ii) the provisions of Article VIII of the Master Guarantee

and Collateral Agreement (relating to the duties and responsibilities of theCollateral Agent thereunder and providing for the indemnification and thereimbursement of expenses of the Collateral Agent thereunder by the Lenders),(iii) the provisions of Article IX of the Guarantee and Collateral Agreement(providing for the subordination of certain Junior Liens (as defined therein) infavor of the Secured Parties (including certain Liens created under the SecurityDocuments) to the Applicable Senior Liens (as defined therein)) and (iv) theprovisions of Section 11.13 of the Guarantee and Collateral Agreement (providingfor releases of Guarantees of and Collateral securing the Obligations). Eachparty hereto further agrees that the foregoing provisions of the Guarantee andCollateral Agreement shall apply to each other Security Document.

In addition, each Lender and Issuing Bank hereby consents to, anddirects the Administrative Agent and the Collateral Agent on its behalf to enterinto, any amendment of the Credit Documents or the Master Guarantee andCollateral Agreement that provides for the Collateral to secure, with a prioritynot greater than that of the Liens securing the Obligations, interest orexchange rate Swap Agreements entered into with any Lender or with any lenderunder the ABL Facilities Agreement or the European Facilities Agreement and anyrefinancings thereof and for Guarantees by the Guarantors of such SwapAgreements, provided that the applicable approvals for such amendments have beenobtained from the lenders under, as applicable, the ABL Facilities Agreement,the European Facilities Agreement and the documentation governing any suchrefinancing.

SECTION 9.15. Additional Financial Covenants. Notwithstandinganything else contained herein to the contrary, in the event that anymaintenance financial covenant other than the financial covenants set forth inSections 6.09, 6.10 and 6.11 is included in any Senior Subordinated-LienDocument (as defined in Schedule 1.01C), such covenant will be deemed to beadded to Article VI of this Agreement automatically, without the need for anyfurther action whatsoever.

SECTION 9.16. USA Patriot Act Notice. Each Lender and Issuing Bankand the Administrative Agent (for itself and not on behalf of any Lender orIssuing Bank) hereby notifies the Borrower that pursuant to the requirements ofthe USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,2001)) (the "Act"), it is required to obtain, verify and record information thatidentifies the Borrower, which information includes the name and address of theBorrower and other information that will allow such Lender or the AdministrativeAgent, as applicable, to identify the Borrower in accordance with the Act.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement tobe duly executed by their respective authorized officers as of the day and yearfirst above written.


by /s/ Darren R. Wells ------------------------------------ Name: Darren R. Wells Title: Vice President and Treasurer

JPMORGAN CHASE BANK, individually and as Administrative Agent and Collateral Agent,

by /s/ Gary L. Spevack ------------------------------------ Name: Gary L. Spevack Title: Vice President

Name of Lender:

COMMERZBANK AKTIENGESELLSCHAFT NEW YORK AND GRAND CAYMAN BRANCHES By /s/ Graham A. Warning ------------------------------------ Name: Graham A. Warning Title: Assistant Vice President

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

Name of Lender:

K2H SOLEIL LLC By /s/ Dorian Herrera ------------------------------------ Name: Dorian Herrera Title: Authorized Agent

Name of Lender:

K2H SOLEIL 2 LLC By /s/ Dorian Herrera ------------------------------------ Name: Dorian Herrera Title: Authorized Agent

Name of Lender:

UBS AG STAMFORD BRANCH By /s/ Pamela Oh ------------------------------------ Name: Pamela Oh Title: Associate Director Banking Products Services, US

By /s/ Anthony Joseph ------------------------------------ Name: Anthony Joseph Title: Associate Director Banking Products Services, US

EXHIBIT 4.3

The Goodyear Tire & Rubber Company

4.00% Convertible Senior Notes due 2034

Purchase Agreement

June 28, 2004

Goldman, Sachs & Co.Deutsche Bank Securities Inc.J.P. Morgan Securities Inc.c/o Goldman, Sachs & Co.85 Broad Street,New York, New York 10004

Ladies and Gentlemen:

The Goodyear Tire & Rubber Company, an Ohio corporation (the "Company"),proposes, subject to the terms and conditions stated herein, to issue and sellto the Purchasers named in Schedule I hereto (the "Purchasers") an aggregate of$300,000,000 principal amount of the Convertible Senior Notes, convertible intofully paid, non-assessable shares of common stock, no par value, of the Company("Stock"), specified above (the "Firm Securities") and, at the election of thePurchasers, up to an aggregate of $50,000,000 additional aggregate principalamount of the Convertible Senior Notes specified above (the "OptionalSecurities") (the Firm Securities and the Optional Securities which thePurchasers elect to purchase pursuant to Section 2 hereof are hereincollectively called the "Securities"). The Securities will be issued pursuant toan indenture (the "Indenture") to be dated as of the date of the First Time ofDelivery (as defined in Section 4 hereof), between the Company and Wells FargoBank, N.A., as trustee (the "Trustee"). Capitalized terms used but not definedherein shall have the meanings given to such terms in the Offering Circular (asdefined below).

1. The Company represents and warrants to, and agrees with, each of thePurchasers that:

(a) A preliminary offering circular, dated June 28, 2004 (the "Preliminary Offering Circular") and an offering circular, dated June 28, 2004 (the "Offering Circular", in each case including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, which are attached to and made a part of the Preliminary Offering Circular and the Offering Circular), have been prepared in connection with the offering of the Securities and shares of the Stock issuable upon conversion thereof. Any reference to the Preliminary Offering Circular or the Offering Circular shall be deemed to refer to and include the Company’s most recent Annual Report on Form 10-K and all subsequent documents filed with the United States Securities and Exchange Commission (the "Commission") pursuant to Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding information furnished under Item 9 or Item 12 of any current report on Form 8-K) on or

prior to the date of the Preliminary Offering Circular or the Offering Circular, as the case may be, and any reference to the Preliminary Offering Circular or the Offering Circular, as the case may be, as amended or supplemented, as of any specified date, shall be deemed to include any documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of the Preliminary Offering Circular or the Offering Circular, as the case may be; and all documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering Circular or the Offering Circular, as the case may be, or any amendment or supplement thereto are hereinafter called the "Exchange Act Reports". The Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform, as the case may be, in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder. The Preliminary Offering Circular or the Offering Circular and any amendments or supplements thereto insofar as such amendments or supplements are incorporated into the Offering Circular and the Exchange Act Reports did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to, and the Company makes no representation or warranty with respect to, any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a Purchaser through Goldman, Sachs & Co. expressly for use therein;

(b) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included in the Offering Circular any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, except as set forth or contemplated in the Offering Circular; and, since the respective dates as of which information is given in the Offering Circular, there has not been any change in the capital stock (other than issuances pursuant to equity incentive plans) or increase in long-term debt of the Company or any of its subsidiaries, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, financial position or results of operations of the Company and its subsidiaries taken as a whole, except as set forth or contemplated in the Offering Circular. As used in this Agreement, a "subsidiary" of any person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by: (i) such person, (ii) such person and one or more subsidiaries of such person or (iii) one or more subsidiaries of such person.

(c) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except (i) such as are described in the Offering Circular or (ii) such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iii) such as could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business, properties, financial position or results of operations of the

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Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under the Securities (a "Material Adverse Effect"); and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries taken as a whole in any material respect;

(d) The Company and its subsidiaries own, license or otherwise possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses, except where the failure to own, license or otherwise possess such rights would not reasonably be expected to have a Material Adverse Effect; and the conduct of their respective businesses will not conflict in any respect with any such rights of others, and the Company and, to the best of the Company’s knowledge, its subsidiaries, have not received written notice of any claim of infringement of or conflict with any such rights of others, except such conflicts or infringements that, if adversely determined against the Company or any of its subsidiaries, would not reasonably be expected to have a Material Adverse Effect.

(e) The financial statements and the related notes thereto included in the Offering Circular present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified, in each case, on a consolidated basis; such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby; and the other financial information included or incorporated by reference in the Offering Circular has been derived from the accounting records of the Company and its subsidiaries and presents fairly in all material respects the information shown thereby.

(f) Since the date of the latest audited financial statements of the Company included in the Offering Circular, neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole, other than as set forth in the Offering Circular.

(g) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Ohio, with all requisite power and authority (corporate and other) necessary to own its properties and conduct its business as described in the Offering Circular, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no liability or disability that is material to the Company and its subsidiaries taken as a whole by reason of the failure to be so qualified or in good standing in any such jurisdiction;

(h) The Company has an authorized capitalization as set forth in the Offering Circular, and all of the issued shares of capital stock of the Company have been duly

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and validly authorized and issued and are fully paid and non-assessable; the shares of Stock initially issuable upon conversion of the Securities have been duly and validly authorized and reserved for issuance and, when issued and delivered in accordance with the provisions of the Securities and the Indenture referred to below, will be duly and validly issued, fully paid and non-assessable and will conform in all material respects to the description of the Stock contained in the Offering Circular; and all of the issued shares of capital stock or other equity interests of each significant subsidiary (for purposes of this Section, as defined in Rule 1.02 of Regulation S-X under the Exchange Act) of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except for directors’ qualifying shares and except as otherwise set forth in the Offering Circular) are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party other than those which are "Permitted Liens" as defined in the Indenture, dated as of March 12, 2004, between the Company and Wells Fargo Bank, N.A., as trustee, with respect to the Company’s 11% Senior Secured Notes due 2011 and Senior Secured Floating Rate Notes due 2011. Except as described in the Offering Circular, there are no outstanding subscriptions, rights, warrants, calls or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of, any shares of capital stock of or other equity or other ownership interest in the Company or any of its significant subsidiaries;

(i) The Company has full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture and the Registration Rights Agreement dated the date of the First Time of Delivery, between the Company and the Purchasers therein (the "Registration Rights Agreement" and together with this Agreement, the Securities and the Indenture, the "Transaction Documents") and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

(j) The Securities have been duly authorized and, when issued and delivered and paid for pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles regardless of whether considered in a proceeding in equity or at law (collectively, the "Enforceability Exceptions"), and entitled to the benefits provided by the Indenture under which they are to be issued to you; the Indenture has been duly authorized and, when executed and delivered by the Company and the Trustee, the Indenture will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject to the Enforceability Exceptions; and the Securities and the Indenture will conform to the descriptions thereof in the Offering Circular and will be in substantially the form previously delivered to you;

(k) This Agreement has been duly authorized, executed and delivered by the Company; and the Registration Rights Agreement has been duly authorized by the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the

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Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy. There are no other persons with registration rights or similar rights to have any securities of the Company ((i) other than the Securities and (ii) the Company’s 11% Senior Secured Notes due 2011 and Senior Secured Floating Rate Notes due 2011 (collectively, the "Senior Secured Notes")) registered under a registration statement filed pursuant to Rule 415 under the Act.

(l) None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Securities as described in the Offering Circular) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System;

(m) Prior to the date hereof, neither the Company nor any of its affiliates (as defined in Rule 144 under the Act) has taken any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Securities;

(n) The execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and the compliance by the Company with all of the provisions of the Transaction Documents, and the consummation of the transactions herein and therein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or (iii) result in any violation of any law or statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets, except, in the case of clauses (i) and (iii) above, for any such conflict, breach or violation that would not, individually or in the aggregate, have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Transaction Documents, except for (i) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and resale of the Securities by the Purchasers and (ii) the filing of a registration statement pursuant to Rule 415 under the Act by the Company with the Commission pursuant to the Registration Rights Agreement;

(o) Neither the Company nor any of its subsidiaries is (i) in violation of its Certificate of Incorporation or By-laws or (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except, in the case of clause (ii), for any default that would not, individually or in the aggregate, have a Material Adverse Effect;

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(p) The statements set forth in the Offering Circular under the caption "Description of the Notes" and "Description of Capital Stock", insofar as they purport to constitute a summary of the terms of the Securities and the Stock, and under the caption "Certain United States Federal Income Tax Considerations", insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects;

(q) Other than as set forth in the Offering Circular, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is the subject, which would be required to be disclosed in the Company’s Annual Report on Form 10-K if such report were filed on the date hereof; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(r) When the Securities are issued and delivered pursuant to this Agreement, the Securities will not be of the same class (within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Act")) as securities which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system;

(s) The Company is subject to Section 13 or 15(d) of the Exchange Act;

(t) The Company is not, and after giving effect to the offering and sale of the Securities, will not be an "investment company", as such term is defined in the United States Investment Company Act of 1940, as amended (the "Investment Company Act");

(u) Neither the Company, nor any person acting on its or their behalf has offered or sold the Securities by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act;

(v) Within the preceding six months, neither the Company nor any other person acting on behalf of the Company has offered or sold to any person any Securities, or any securities of the same or a similar class as the Securities, other than Securities offered or sold to the Purchasers hereunder or the issuance of the Company’s Senior Secured Notes. The Company will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Act) of any Securities or any substantially similar security issued by the Company, within six months subsequent to the date on which the distribution of the Securities has been completed (as notified to the Company by the Purchasers), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Securities in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Act; and

(w) PricewaterhouseCoopers LLP, who have certified certain consolidated financial statements of the Company and its consolidated subsidiaries, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder.

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(x) The Company and its subsidiaries have paid all federal, state, local and foreign taxes (except for such taxes that are not yet delinquent or that are being contested in good faith and by proper proceedings) and filed all tax returns required to be paid or filed through the date hereof, except in each case where the failure to pay or file would not reasonably be expected to have a Material Adverse Effect; and except as otherwise disclosed in the Offering Circular or as would not reasonably be expected to have a Material Adverse Effect, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets.

(y) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Offering Circular, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Offering Circular or as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its subsidiaries has received written notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course.

(z) Except as described in the Offering Circular, no labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the best knowledge of the Company, is contemplated or threatened, in each case that would be reasonably expected to have a Material Adverse Effect.

(aa) The Company and its subsidiaries (i) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "Environmental Laws"); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in any such case for any such failure to comply with, or failure to receive required permits, licenses or approvals, or liability, as would not, individually or in the aggregate, have a Material Adverse Effect.

(bb) Except as would not reasonably be expected to have a Material Adverse Effect, each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company and its affiliates is in compliance in all material respects with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the "Code"); no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and for each such plan that is subject to the funding rules of Section 412 of the Code or

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Section 302 of ERISA, except as set forth in the Preliminary Offering Circular or the Offering Circular, the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions, and no "accumulated funding deficiency" as defined in Section 412 of the Code has been incurred, whether or not waived.

(cc) Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The foregoing is subject to the disclosures set forth in Note 2 to the Notes to the Financial Statements and Item 9A, in each case, of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, and Item 4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.

(dd) Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are customary among companies of established reputation engaged in the same or similar businesses and operating in the same or similar locations; and neither the Company nor, to the best of the Company’s knowledge, any of its subsidiaries, has (i) received written notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

(ee) Except as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its subsidiaries nor, to the best knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(ff) On the First Time of Delivery, the Company (after giving effect to the issuance of the Securities and the other transactions related thereto as described in the Offering Circular) will be Solvent. As used in this paragraph, the term "Solvent" means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company is not less than the total amount required to pay the liabilities of the Company on its total existing debts and

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liabilities (including contingent liabilities) (which liabilities are calculated for purposes of this representation in the manner used in the preparation of the Company’s consolidated financial statements) as they become absolute and matured; (ii) the Company is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business (assuming the ability to refinance existing obligations in the normal course of business); (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Offering Circular, the Company is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (iv) the Company is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company is engaged.

(gg) Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D of the Act) has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Act), that is or will be integrated with the sale of the Securities or the Stock in a manner that would require registration of the Securities under the Act.

(hh) Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Purchasers, the offer, resale and delivery of the Securities by the Purchasers and the conversion of the Securities into Stock, in each case in the manner contemplated by this Agreement and the Offering Circular, to register the Securities under the Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended.

(ii) Each executive officer of the Company listed on Schedule 2 hereto has entered into a written agreement in the form of Annex II hereto (each such agreement, a "Lock-Up Agreement"), and executed originals of each Lock-Up Agreement have been delivered to you.

2. Subject to the terms and conditions herein set forth, (a) the Companyagrees to issue and sell to each of the Purchasers, and each of the Purchasersagrees, severally and not jointly, to purchase from the Company, at a purchaseprice of 97.25% of the principal amount thereof, the principal amount of FirmSecurities set forth opposite the name of such Purchaser in Schedule I hereto,and (b) in the event and to the extent that the Purchasers shall exercise theelection to purchase Optional Securities as provided below, the Company agreesto issue and sell to each of the Purchasers, and each of the Purchasers agrees,severally and not jointly, to purchase from the Company, at the same purchaseprice set forth in clause (a) of this Section 2, that portion of the aggregateprincipal amount of the Optional Securities as to which such election shall havebeen exercised (to be adjusted by you so as to eliminate fractions of $1,000)determined by multiplying such aggregate principal amount of Optional Securitiesby a fraction, the numerator of which is the maximum aggregate principal amountof Optional Securities which such Purchaser is entitled to purchase as set forthopposite the name of such Purchaser in Schedule I hereto and the denominator ofwhich is the maximum aggregate principal amount of Optional Securities which allof the Purchasers are entitled to purchase hereunder.

The Company hereby grants to the Purchasers the right to purchase at theirelection up to $50,000,000 aggregate principal amount of Optional Securities, atthe purchase price set

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forth in clause (a) of the first paragraph of this Section 2. Any such electionto purchase Optional Securities may be exercised by written notice from you tothe Company, given within a period of 30 calendar days after the date of thisAgreement, setting forth (i) the aggregate principal amount of OptionalSecurities to be purchased (which shall be an integral multiple of $1,000), (ii)the names and denominations in which the Optional Securities are to beregistered and (iii) the time, date and place at which such Optional Securitiesare to be delivered, as determined by you but in no event earlier than the FirstTime of Delivery or, unless you and the Company otherwise agree in writing,earlier than two or later than ten business days after the date of such notice.

Notwithstanding anything to the contrary contained herein, the Purchasersmay not exercise their election to purchase Optional Securities, in whole or inpart, after the period which ends 13 days after the issue date if the OptionalSecurities would be treated as having been issued with "original issue discount"for purposes of Sections 1271-1275 of the Internal Revenue Code and theapplicable Treasury regulations promulgated thereunder.

3. Upon the authorization by you of the release of the Securities, theseveral Purchasers propose to offer the Securities for sale upon the terms andconditions set forth in this Agreement and the Offering Circular and eachPurchaser hereby represents and warrants to, and agrees with the Company that:

(a) It will offer and sell the Securities only to persons who itreasonably believes are "qualified institutional buyers" ("QIBs") within themeaning of Rule 144A under the Act in transactions meeting the requirements ofRule 144A;

(b) It is an institutional accredited investor within the meaning of Rule501(a) under the Act;

(c) It will not offer or sell the Securities by any form of generalsolicitation or general advertising, including but not limited to the methodsdescribed in Rule 502(c) under the Act; and

(d) It acknowledges that the Securities have not been registered under theAct and may not be sold within the United States except pursuant to an exemptionfrom, or in a transaction not subject to, the registration requirements of theAct.

4. (a) The Securities to be purchased by each Purchaser hereunder will berepresented by one or more definitive global Securities in book-entry form whichwill be deposited by or on behalf of the Company with The Depository TrustCompany ("DTC") or its designated custodian. The Company will deliver theapplicable Securities to Goldman, Sachs & Co., for the account of eachPurchaser, against payment by or on behalf of such Purchaser of the purchaseprice therefor by certified or official bank check or checks, payable to theorder of the Company in New York Clearing House (next day) funds, by causing DTCto credit the Securities to the account of Goldman, Sachs & Co. at DTC. TheCompany will cause the form of certificates representing the applicableSecurities to be made available to Goldman, Sachs & Co. for checking at leasttwenty-four hours prior to the applicable Time of Delivery (as defined below) atthe office of DTC or its designated custodian (the "Designated Office"). Thetime and date of such delivery and payment shall be, with respect to the FirmSecurities, 9:30 a.m., New York City time, on July 2, 2004 or such other timeand date as Goldman, Sachs & Co. and the Company may agree upon in writing, and,with respect to the Optional Securities, 9:30 a.m., New York City time, on thedate specified by Goldman, Sachs & Co. in the written notice given by Goldman,Sachs & Co. of the Purchasers’ election to purchase such Optional Securities, or

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such other time and date as Goldman, Sachs & Co. and the Company may agree uponin writing. Such time and date for delivery of the Firm Securities is hereincalled the "First Time of Delivery", such time and date for delivery of theOptional Securities, if not the First Time of Delivery, is herein called the"Second Time of Delivery", and each such time and date for delivery is hereincalled a "Time of Delivery".

(b) The documents to be delivered at the Time of Delivery by or on behalfof the parties hereto pursuant to Section 7 hereof, including the cross-receiptfor the Securities and any additional documents requested by the Purchaserspursuant to Section 7(i) hereof, will be delivered at such time and date at theoffices of Covington & Burling, 1330 Avenue of the Americas, New York, NY 10019(the "Closing Location"), and the Securities will be delivered at the DesignatedOffice, all at the Time of Delivery. A meeting will be held at the ClosingLocation at 4:00 p.m., New York City time, on the New York Business Day nextpreceding the Time of Delivery, at which meeting the final drafts of thedocuments to be delivered pursuant to the preceding sentence will be availablefor review by the parties hereto. For the purposes of this Section 4, "New YorkBusiness Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Fridaywhich is not a day on which banking institutions in New York are generallyauthorized or obligated by law or executive order to close.

5. The Company agrees with each of the Purchasers:

(a) To prepare the Offering Circular in a form approved by you; to make noamendment or any supplement to the Offering Circular which shall be disapprovedby you promptly after reasonable notice thereof; and to furnish you with copiesthereof;

(b) Promptly from time to time to take such action as you may reasonablyrequest to qualify the Securities and the shares of Stock issuable uponconversion of the Securities for offering and sale under the securities laws ofsuch jurisdictions as you may request and to comply with such laws so as topermit the continuance of sales and dealings therein in such jurisdictions foras long as may be necessary to complete the offering and resale of theSecurities, provided that in connection therewith the Company shall not berequired (i) to qualify as a foreign corporation or (ii) to file a generalconsent to service of process in any jurisdiction or (iii) to take any actionthat would subject itself to taxation in any jurisdiction if it is not otherwiseso subject;

(c) To furnish the Purchasers with 3 copies of the Offering Circular andeach amendment or supplement thereto signed by an authorized officer of theCompany with the independent accountants’ report(s) in the Offering Circular,and any amendment or supplement containing amendments to the financialstatements covered by such report(s), signed by the accountants, and additionalwritten and electronic copies thereof in such quantities as you may from time totime reasonably request, and if, at any time prior to the earlier of (i) theexpiration of nine months after the date of the Offering Circular and (ii)completion of the resale of the Securities by the Purchasers, any event shallhave occurred as a result of which the Offering Circular as then amended orsupplemented would include an untrue statement of a material fact or omit tostate any material fact necessary in order to make the statements therein, inthe light of the circumstances under which they were made when such OfferingCircular is delivered, not misleading, or, if for any other reason it shall benecessary or desirable (as determined by the Company) during such same period toamend or supplement the Offering Circular, to notify you and upon your requestto prepare and furnish without charge to each Purchaser and to any dealer insecurities as many written and electronic copies as you may from time to time

11

reasonably request of an amended Offering Circular or a supplement to theOffering Circular which will correct such statement or omission or effect suchcompliance;

(d) To advise the Purchasers promptly, and confirm such advice in writing,(i) of the issuance by any governmental or regulatory authority of any orderpreventing or suspending the use of the Offering Circular or the initiation orthreatening of any proceeding for that purpose and (ii) of the receipt by theCompany of any notice with respect to any suspension of the qualification of theSecurities for offer and sale in any jurisdiction or the initiation orthreatening of any proceeding for such purpose; and the Company will use itscommercially reasonable efforts to prevent the issuance of any such orderpreventing or suspending the use of the Offering Circular or suspending any suchqualification of the Securities and, if any such order is issued, will obtain assoon as possible the withdrawal thereof;

(e) During the period beginning from the date hereof and continuing untilthe date 90 days after the First Time of Delivery, not to offer, sell, contractto sell or otherwise dispose of, except as provided hereunder any securities ofthe Company that are substantially similar to the Securities or the Stock,including but not limited to any securities that are convertible into orexchangeable for, or that represent the right to receive, Stock or any suchsubstantially similar securities (other than pursuant to employee stock optionplans existing on, or upon the conversion or exchange of convertible orexchangeable securities outstanding as of, the date of this Agreement), withoutyour prior written consent;

(f) Not to be or become, at any time prior to the expiration of two yearsafter the First Time of Delivery, an open-end investment company, unitinvestment trust, closed-end investment company or face-amount certificatecompany that is or is required to be registered under Section 8 of theInvestment Company Act;

(g) So long as the Securities or the Stock issuable upon conversion of theSecurities remain outstanding and are "restricted securities" within the meaningof Rule 144(a)(3) under the Act, at any time when the Company is not subject toSection 13 or 15(d) of the Exchange Act, for the benefit of holders from time totime of Securities, to furnish at its expense, upon request, to holders ofSecurities and prospective purchasers of Securities information (the "AdditionalIssuer Information") satisfying the requirements of subsection (d)(4)(i) of Rule144A under the Act;

(h) If requested by you, to use its best efforts to cause the Securitiesto be eligible for the PORTAL trading system of the National Association ofSecurities Dealers, Inc. and for clearance and settlement through the DepositoryTrust Company;

(i) Except if such information is available on the website of either theCompany or the Commission, to furnish to the holders of the Securities as soonas practicable after the end of each fiscal year an annual report (including abalance sheet and statements of income, shareholders’ equity and cash flows ofthe Company and its consolidated subsidiaries certified by independent publicaccountants) and, as soon as practicable after the end of each of the firstthree quarters of each fiscal year (beginning with the fiscal quarter endingafter the date of the Offering Circular), to make available to its shareholdersconsolidated summary financial information of the Company and its subsidiariesfor such quarter in reasonable detail;

(j) During a period of two years from the date of the Offering Circular,to furnish to you copies of all reports or other communications (financial orother) furnished to shareholders of the Company, and to deliver to you (i) assoon as they are available, copies of any reports

12

and financial statements furnished to or filed with the Commission or anysecurities exchange on which the Securities or any class of securities of theCompany is listed; and (ii) such additional information concerning the businessand financial condition of the Company as you may from time to time reasonablyrequest (such financial statements to be on a consolidated basis to the extentthe accounts of the Company and its subsidiaries are consolidated in reportsfurnished to its shareholders generally or to the Commission);

(k) During the period of two years after the First Time of Delivery, notto, and not permit any of its "affiliates" (as defined in Rule 144 under theAct) to, resell any of the Securities which constitute "restricted securities"under Rule 144 that have been reacquired by any of them, except for Securitiesor Stock issuable upon conversion of the Securities purchased by the Company orany of its affiliates and resold in a transaction registered under the Act;

(l) To use the net proceeds received by it from the sale of the Securitiespursuant to this Agreement in the manner specified in the Offering Circularunder the caption "Use of Proceeds";

(m) To reserve and keep available at all times, free of preemptive rights,shares of Stock for the purpose of enabling the Company to satisfy anyobligations to issue shares of its Stock upon conversion of the Securities underthe terms of the Indenture; and

(n) To not, and not permit any of its affiliates (as defined in Rule501(b) of Regulation D) to, directly or through any agent, sell, offer for sale,solicit offers to buy or otherwise negotiate in respect of, any security (asdefined in the Act), that is or will be integrated with the sale of theSecurities in a manner that would require registration of the Securities underthe Act.

(o) To not, and not permit any of its affiliates or any other personacting on its or their behalf (other than the Initial Purchasers, as to which nocovenant is given) solicit offers for, or offer or sell, the Securities by meansof any form of general solicitation or general advertising within the meaning ofRule 502(c) of Regulation D or in any manner involving a public offering withinthe meaning of Section 4(2) of the Act.

(p) To not take, directly or indirectly, any action designed to or thatcould reasonably be expected to cause or result in any stabilization ormanipulation of the price of the Securities.

(q) To file a "Supplemental Listing Application of Additional Shares" andany required supporting documentation relating to the shares of Stock issuableupon conversion of the Securities with the New York Stock Exchange, and causesuch shares of Stock to be duly listed on the New York Stock Exchange, subjectto notice of issuance.

6. The Company covenants and agrees with the several Purchasers that theCompany will pay or cause to be paid the following: (i) the fees, disbursementsand expenses of the Company’s counsel and accountants in connection with theissuance of the Securities and the shares of Stock issuable upon conversion ofthe Securities and all other expenses in connection with the preparation,printing and filing of the Preliminary Offering Circular and the OfferingCircular and any amendments and supplements thereto and the mailing anddelivering of copies thereof to the Purchasers and dealers; (ii) the cost ofprinting or producing this Agreement, the Registration Rights Agreement, theIndenture, the Blue Sky and Legal Investment Memoranda, closing documents(including any compilations thereof) and any other documents in connection withthe offering, purchase, sale and delivery of the Securities; (iii) all expensesin connection with the qualification of the Securities and the shares of Stockissuable

13

upon conversion of the Securities for offering and sale under state securitieslaws as provided in Section 5(b) hereof, including the fees and disbursements ofcounsel for the Purchasers in connection with such qualification and inconnection with the Blue Sky and legal investment surveys; (iv) any fees chargedby securities rating services for rating the Securities; (v) the cost ofpreparing the Securities; (vi) the fees and expenses of the Trustee and anyagent of the Trustee and the fees and disbursements of counsel for the Trusteein connection with the Indenture and the Securities; (vii) any cost incurred inconnection with the designation of the Securities for trading in PORTAL and thelisting of the shares of Stock issuable upon conversion of the Securities on theNew York Stock Exchange; and (viii) all other costs and expenses incident to theperformance of its obligations hereunder which are not otherwise specificallyprovided for in this Section. It is understood, however, that, except asprovided in this Section, and Sections 8 and 11 hereof, the Purchasers will payall of their own costs and expenses, including the fees of their counsel,transfer taxes on resale of any of the Securities by them, and any advertisingexpenses connected with any offers they may make.

7. The obligations of the Purchasers hereunder shall be subject, in theirdiscretion, to the condition that all representations and warranties and otherstatements of the Company herein are, at and as of each Time of Delivery, asapplicable, true and correct, the condition that the Company shall haveperformed all of its obligations hereunder theretofore to be performed, and thefollowing additional conditions:

(a) Cravath, Swaine & Moore LLP, counsel for the Purchasers, shall havefurnished to you such opinion or opinions, dated the Time of Delivery, asapplicable, with respect to such matters as you may reasonably request, and suchcounsel shall have received such papers and information as they may reasonablyrequest to enable them to pass upon such matters;

(b) Bertram Bell, Esq., Associate General Counsel and Assistant Secretaryof the Company and Covington & Burling, counsel for the Company, shall havefurnished to you their written opinion, dated the Time of Delivery in form andsubstance satisfactory to you, substantially in the forms set forth in Annex Ihereto;

(c) On the date of the Offering Circular prior to the execution of thisAgreement and also at the Time of Delivery, PricewaterhouseCoopers LLP shallhave furnished to you a letter or letters, dated the respective dates ofdelivery thereof, in form and substance satisfactory to you, substantially inthe form set forth in Annex III hereto;

(d) (i) Neither the Company nor any of its subsidiaries shall havesustained since the date of the latest audited financial statements included inthe Offering Circular any loss or interference with the business of Company andits subsidiaries taken as a whole from fire, explosion, flood or other calamity,whether or not covered by insurance, or from any labor dispute or court orgovernmental action, order or decree, except as set forth or contemplated in theOffering Circular, and (ii) since the respective dates as of which informationis given in the Offering Circular there shall not have been any change in thecapital stock (other than issuances pursuant to equity incentive plans) orincrease in long-term debt of the Company or any of its subsidiaries or anychange, or any development involving a prospective change, in or affecting thebusiness, properties, financial position or results of operations of the Companyand its subsidiaries taken as a whole, except as set forth or contemplated inthe Offering Circular, the effect of which, in any such case described in clause(i) or (ii), is in the judgment of the Purchasers so material and adverse as tomake it impracticable or inadvisable to proceed with the public offering or thedelivery of the Securities on the terms and in the manner contemplated in thisAgreement and the Offering Circular;

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(e) On or after the date hereof (i) no downgrading shall have occurred inthe rating accorded the Company’s debt securities by any "nationally recognizedstatistical rating organization", as that term is defined by the Commission forpurposes of Rule 436(g)(2) under the Act, and (ii) no such organization shallhave publicly announced that it has under surveillance or review, with possiblenegative implications, its rating of any of the Company’s debt securities;

(f) On or after the date hereof there shall not have occurred any of thefollowing: (i) a suspension or material limitation in trading in securitiesgenerally on the New York Stock Exchange; (ii) a suspension or materiallimitation in trading in the Company’s securities on the New York StockExchange; (iii) a general moratorium on commercial banking activities declaredby either Federal or New York State authorities or a material disruption incommercial banking or securities settlement or clearance services in the UnitedStates; (iv) the outbreak or escalation of hostilities involving the UnitedStates or the declaration by the United States of a national emergency or war or(v) the occurrence of any other calamity or crisis or any change in financial,political or economic conditions in the United States or elsewhere, if theeffect of any such event specified in clause (iv) or (v) in the judgment of thePurchasers makes it impracticable or inadvisable to proceed with the publicoffering or the delivery of the Securities on the terms and in the mannercontemplated in the Offering Circular;

(g) The Securities have been designated for trading on PORTAL;

(h) The shares of Stock issuable upon conversion of the Securities inaccordance with the Indenture shall have been duly listed, subject to officialnotice of issuance, on the New York Stock Exchange; and

(i) The Company shall have furnished or caused to be furnished to you atthe Time of Delivery the certificate of an officer of the Company satisfactoryto you as to the accuracy of the representations and warranties of the Companyherein at and as of such Time of Delivery, as to the performance by the Companyof all of its obligations hereunder to be performed at or prior to such Time ofDelivery, as to the matters set forth in subsections (d) and (e) of this Sectionand as to such other matters as you may reasonably request.

8. (a) The Company will indemnify and hold harmless each Purchaser againstany losses, claims, damages or liabilities, joint or several, to which suchPurchaser may become subject, under the Act or otherwise, insofar as suchlosses, claims, damages or liabilities (or actions in respect thereof) arise outof or are based upon an untrue statement or alleged untrue statement of amaterial fact contained in the Preliminary Offering Circular or the OfferingCircular, or any amendment or supplement thereto, or arise out of or are basedupon the omission or alleged omission to state therein a material fact necessaryto make the statements therein not misleading, and will reimburse each Purchaserfor any legal or other expenses reasonably incurred by such Purchaser inconnection with investigating or defending any such action or claim as suchexpenses are incurred; provided, however, that the Company shall not be liablein any such case to the extent that any such loss, claim, damage or liabilityarises out of or is based upon an untrue statement or alleged untrue statementor omission or alleged omission made in any Preliminary Offering Circular or theOffering Circular or any such amendment or supplement in reliance upon and inconformity with written information furnished to the Company by any Purchaserthrough Goldman, Sachs & Co. expressly for use therein.

(b) Each Purchaser will indemnify and hold harmless the Company againstany losses, claims, damages or liabilities to which the Company may becomesubject, under the Act

15

or otherwise, insofar as such losses, claims, damages or liabilities (or actionsin respect thereof) arise out of or are based upon an untrue statement oralleged untrue statement of a material fact contained in any PreliminaryOffering Circular or the Offering Circular, or any amendment or supplementthereto, or arise out of or are based upon the omission or alleged omission tostate therein a material fact or necessary to make the statements therein notmisleading, in each case to the extent, but only to the extent, that such untruestatement or alleged untrue statement or omission or alleged omission was madein any Preliminary Offering Circular or the Offering Circular or any suchamendment or supplement in reliance upon and in conformity with writteninformation furnished to the Company by such Purchaser expressly for usetherein; and will reimburse the Company for any legal or other expensesreasonably incurred by the Company in connection with investigating or defendingany such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or(b) above of notice of the commencement of any action, such indemnified partyshall, if a claim in respect thereof is to be made against the indemnifyingparty under such subsection, notify the indemnifying party in writing of thecommencement thereof; but the omission so to notify the indemnifying party shallnot relieve it from any liability which it may have to any indemnified partyotherwise than under such subsection. In case any such action shall be broughtagainst any indemnified party and it shall notify the indemnifying party of thecommencement thereof, the indemnifying party shall be entitled to participatetherein and, to the extent that it shall wish, jointly with any otherindemnifying party similarly notified, to assume the defense thereof, withcounsel satisfactory to such indemnified party (who shall not, except with theconsent of the indemnified party, be counsel to the indemnifying party), and,after notice from the indemnifying party to such indemnified party of itselection so to assume the defense thereof, the indemnifying party shall not beliable to such indemnified party under such subsection for any legal expenses ofother counsel or any other expenses, in each case subsequently incurred by suchindemnified party, in connection with the defense thereof other than reasonablecosts of investigation. No indemnifying party shall, without the written consentof the indemnified party, effect the settlement or compromise of, or consent tothe entry of any judgment with respect to, any pending or threatened action orclaim in respect of which indemnification or contribution may be soughthereunder (whether or not the indemnified party is an actual or potential partyto such action or claim) unless such settlement, compromise or judgment (i)includes an unconditional release of the indemnified party from all liabilityarising out of such action or claim and (ii) does not include a statement as to,or an admission of, fault, culpability or a failure to act, by or on behalf ofany indemnified party.

(d) If the indemnification provided for in this Section 8 is unavailableto or insufficient to hold harmless an indemnified party under subsection (a) or(b) above in respect of any losses, claims, damages or liabilities (or actionsin respect thereof) referred to therein, then each indemnifying party shallcontribute to the amount paid or payable by such indemnified party as a resultof such losses, claims, damages or liabilities (or actions in respect thereof)in such proportion as is appropriate to reflect the relative benefits receivedby the Company on the one hand and the Purchasers on the other from the offeringof the Securities. If, however, the allocation provided by the immediatelypreceding sentence is not permitted by applicable law or if the indemnifiedparty failed to give the notice required under subsection (c) above, then eachindemnifying party shall contribute to such amount paid or payable by suchindemnified party in such proportion as is appropriate to reflect not only suchrelative benefits but also the relative fault of the Company on the one hand andthe Purchasers on the other in connection with the statements or omissions whichresulted in such losses, claims, damages or liabilities (or actions in respectthereof), as well as any other relevant equitable considerations. The relativebenefits

16

received by the Company on the one hand and the Purchasers on the other from theoffering of the Securities shall be deemed to be in the same proportion as thetotal net proceeds from the offering (before deducting expenses) received by theCompany bear to the total underwriting discounts and commissions received by thePurchasers, in each case as set forth in the Offering Circular. The relativefault shall be determined by reference to, among other things, whether theuntrue or alleged untrue statement of a material fact or the omission or allegedomission to state a material fact relates to information supplied by the Companyon the one hand or the Purchasers on the other and the parties’ relative intent,knowledge, access to information and opportunity to correct or prevent suchstatement or omission. The Company and the Purchasers agree that it would not bejust and equitable if contribution pursuant to this subsection (d) weredetermined by pro rata allocation (even if the Purchasers were treated as oneentity for such purpose) or by any other method of allocation which does nottake account of the equitable considerations referred to above in thissubsection (d). The amount paid or payable by an indemnified party as a resultof the losses, claims, damages or liabilities (or actions in respect thereof)referred to above in this subsection (d) shall be deemed to include, subject tothe limitations set forth above, any legal or other expenses reasonably incurredby such indemnified party in connection with investigating or defending any suchaction or claim. Notwithstanding the provisions of this subsection (d), noPurchaser shall be required to contribute any amount in excess of the amount bywhich the total price at which the Securities underwritten by it and distributedto investors were offered to investors exceeds the amount of any damages whichsuch Purchaser has otherwise been required to pay by reason of such untrue oralleged untrue statement or omission or alleged omission. The Purchasers’obligations in this subsection (d) to contribute are several in proportion totheir respective underwriting obligations and not joint. No person guilty offraudulent misrepresentation (within the meaning of Section 11(f) of the Act)shall be entitled to contribution from any person who was not guilty offraudulent misrepresentation.

(e) The obligations of the Company under this Section 8 shall be inaddition to any liability which the Company may otherwise have and shall extend,upon the same terms and conditions, to each person, if any, who controls anyPurchaser within the meaning of the Act; and the obligations of the Purchasersunder this Section 8 shall be in addition to any liability which the respectivePurchasers may otherwise have and shall extend, upon the same terms andconditions, to each officer and director of the Company and to each person, ifany, who controls the Company within the meaning of the Act.

9. (a) If any Purchaser shall default in its obligation to purchase theSecurities which it has agreed to purchase hereunder, you may in your discretionarrange for you or another party or other parties to purchase such Securities onthe terms contained herein. If within thirty-six hours after such default by anyPurchaser you do not arrange for the purchase of such Securities, then theCompany shall be entitled to a further period of thirty-six hours within whichto procure another party or other parties satisfactory to you to purchase suchSecurities on such terms. In the event that, within the respective prescribedperiods, you notify the Company that you have so arranged for the purchase ofsuch Securities, or the Company notifies you that it has so arranged for thepurchase of such Securities, you or the Company shall have the right to postponethe Time of Delivery for a period of not more than seven days, in order toeffect whatever changes in your opinion may thereby be made necessary in theOffering Circular, or in any other documents or arrangements, and the Companyagrees to prepare promptly any amendments to the Offering Circular that effectssuch changes. The term "Purchaser" as used in this Agreement shall include anyperson substituted under this Section with like effect as if such person hadoriginally been a party to this Agreement with respect to such Securities.

17

(b) If, after giving effect to any arrangements for the purchase of theSecurities of a defaulting Purchaser or Purchasers by you and the Company asprovided in subsection (a) above, the aggregate principal amount of suchSecurities which remains unpurchased does not exceed one-eleventh of theaggregate principal amount of all the Securities, then the Company shall havethe right to require each non-defaulting Purchaser to purchase the principalamount of Securities which such Purchaser agreed to purchase hereunder and, inaddition, to require each non-defaulting Purchaser to purchase its pro ratashare (based on the principal amount of Securities which such Purchaser agreedto purchase hereunder) of the Securities of such defaulting Purchaser orPurchasers for which such arrangements have not been made; but nothing hereinshall relieve a defaulting Purchaser from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of theSecurities of a defaulting Purchaser or Purchasers by you and the Company asprovided in subsection (a) above, the aggregate principal amount of Securitieswhich remains unpurchased exceeds one-eleventh of the aggregate principal amountof all the Securities, or if the Company shall not exercise the right describedin subsection (b) above to require non-defaulting Purchasers to purchaseSecurities of a defaulting Purchaser or Purchasers, then this Agreement (or,with respect to the Second Time of Delivery, the obligation of the Purchasers topurchase and of the Company to sell the Optional Securities) shall thereuponterminate, without liability on the part of any non-defaulting Purchaser or theCompany, except for the expenses to be borne by the Company and the Purchasersas provided in Section 6 hereof and the indemnity and contribution agreements inSection 8 hereof; but nothing herein shall relieve a defaulting Purchaser fromliability for its default.

10. The respective indemnities, agreements, representations and warrantiesof and certificates delivered by the Company and the several Purchasers, as setforth in this Agreement or made by or on behalf of them, respectively, pursuantto this Agreement, shall remain in full force and effect, regardless of anyinvestigation (or any statement as to the results thereof) made by or on behalfof any Purchaser or any controlling person of any Purchaser, or the Company, orany officer or director or controlling person of the Company, and shall survivedelivery of and payment for the Securities.

11. If this Agreement shall be terminated pursuant to Section 9 hereof,the Company shall not then be under any liability to any Purchaser except asprovided in Sections 6 and 8 hereof; but, if for any other reason, theSecurities are not delivered by or on behalf of the Company as provided herein,the Company will reimburse the Purchasers through you for all out-of-pocketexpenses approved in writing by you, including fees and disbursements ofcounsel, reasonably incurred by the Purchasers in making preparations for thepurchase, sale and delivery of the Securities, but the Company shall then beunder no further liability to any Purchaser except as provided in Sections 6 and8 hereof.

12. In all dealings hereunder, you shall act on behalf of each of thePurchasers, and the parties hereto shall be entitled to act and rely upon anystatement, request, notice or agreement on behalf of any Purchaser made or givenby you jointly as the Purchasers.

All statements, requests, notices and agreements hereunder shall be inwriting, and if to the Purchasers shall be delivered or sent by mail, telex orfacsimile transmission to Goldman, Sachs & Co., 85 Broad Street, New York, NewYork 10004, Attention: Registration Department, Deutsche Bank Securities Inc.,60 Wall Street, New York, NY 10005, Attention: Eric Watson, and J.P. MorganSecurities Inc., 277 Park Avenue, New York, New York 10172; and if to theCompany shall be delivered or sent by mail, telex or facsimile transmission tothe address of the

18

Company set forth in the Offering Circular, Attention: Secretary; provided,however, that any notice to a Purchaser pursuant to Section 8(c) hereof shall bedelivered or sent by mail, telex or facsimile transmission to such Purchaser atits address set forth in its Purchasers’ Questionnaire, or telex constitutingsuch Questionnaire, which address will be supplied to the Company by you uponrequest. Any such statements, requests, notices or agreements shall take effectupon receipt thereof.

13. This Agreement shall be binding upon, and inure solely to the benefitof, the Purchasers, the Company and, to the extent provided in Sections 8 and 10hereof, the officers and directors of the Company and each person who controlsthe Company or any Purchaser, and their respective heirs, executors,administrators, successors and assigns, and no other person shall acquire orhave any right under or by virtue of this Agreement. No purchaser of any of theSecurities from any Purchaser shall be deemed a successor or assign by reasonmerely of such purchase.

14. Time shall be of the essence of this Agreement.

15. This Agreement shall be governed by and construed in accordance withthe laws of the State of New York.

16. This Agreement may be executed by any one or more of the partieshereto in any number of counterparts, each of which shall be deemed to be anoriginal, but all such respective counterparts shall together constitute one andthe same instrument.

17. The Company is authorized, subject to applicable law, to disclose anyand all aspects of this potential transaction that are necessary to support anyU.S. federal income tax benefits expected to be claimed with respect to suchtransaction, and all materials of any kind (including tax opinions and other taxanalyses) related to those benefits, without the Purchasers imposing anylimitation of any kind.

If the foregoing is in accordance with your understanding, please sign andreturn to us, one for the Company and each of the Purchasers plus one for eachcounsel, counterparts hereof, and upon the acceptance hereof by you, on behalfof each of the Purchasers, this letter and such acceptance hereof shallconstitute a binding agreement between each of the Purchasers and the Company.It is understood that your acceptance of this letter on behalf of each of thePurchasers is pursuant to the authority set forth in a form of Agreement amongPurchasers, the form of which shall be submitted to the Company for examinationupon request, but without warranty on your part as to the authority of thesigners thereof.

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Very truly yours,

The Goodyear Tire & Rubber Company

By: /s/ Darren R. Wells ------------------- Name: Darren R. Wells Title: Vice President and Treasurer

20

Accepted as of the date hereof:

Goldman, Sachs & Co.

By: /s/ Goldman, Sachs & Co. ------------------------- (Goldman, Sachs & Co.)

21


Deutsche Bank Securities Inc.

By: /s/ Deutsche Bank Securities Inc. --------------------------------- (Deutsche Bank Securities Inc.)

22


J.P. Morgan Securities Inc.

By: /s/ Santoon Sreenivasan ------------------------------- (J.P. Morgan Securities Inc.)

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EXHIBIT 4.4

--------------------------------------------------------------------------------

4.00% Convertible Senior Notes

Dated as of July 2, 2004

-----------------------------------------

Between

The Goodyear Tire & Rubber Company,

as Company,

and

Wells Fargo Bank, N.A.,

as Trustee

-----------------------------------------

INDENTURE

--------------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE><CAPTION> PAGE ----<S> <C> ARTICLE 1

Definitions

SECTION 1.01. Definitions.......................................................................... 1

ARTICLE 2

Issue, Description, Execution, Registration and Exchange of Notes

SECTION 2.01. Amount of Notes; Additional Securities............................................... 11SECTION 2.02. Form and Dating...................................................................... 12SECTION 2.03. Execution and Authentication......................................................... 12SECTION 2.04. Registrar and Paying Agent........................................................... 12SECTION 2.05. Paying Agent to Hold Money in Trust.................................................. 14SECTION 2.06. Holder Lists......................................................................... 14SECTION 2.07. Transfer and Exchange................................................................ 14SECTION 2.08. Replacement Notes.................................................................... 15SECTION 2.09. Outstanding Notes.................................................................... 15SECTION 2.10. Temporary Notes...................................................................... 16SECTION 2.11. Cancelation.......................................................................... 16SECTION 2.12. Defaulted Interest................................................................... 16SECTION 2.13. CUSIP and ISIN Numbers............................................................... 16

ARTICLE 3

Redemption and Repurchase of Notes

SECTION 3.01. Company’s Right to Redeem............................................................ 17SECTION 3.02. Notice of Optional Redemption; Selection of Notes.................................... 17SECTION 3.03. Payment of Notes Called for Redemption by the Company................................ 19SECTION 3.04. Repurchase of Notes by the Company at Option of Holders upon a Designated Event...... 19SECTION 3.05. Repurchase of Notes by the Company at Option of Holders on Specified Dates........... 22SECTION 3.06. Company’s Manner of Payment of Repurchase Price...................................... 24SECTION 3.07. Conditions and Procedures for Repurchase at Option of Holders........................ 24</TABLE>

<TABLE><S> <C> ARTICLE 4

Covenants of the Company

SECTION 4.01. Payment of Principal and Interest.................................................... 27SECTION 4.02. Maintenance of Office or Agency...................................................... 27SECTION 4.03. Existence............................................................................ 28SECTION 4.04. Rule 144A Information Requirement.................................................... 28SECTION 4.05. Stay, Extension and Usury Laws....................................................... 28SECTION 4.06. Compliance Certificate............................................................... 28SECTION 4.07. Liquidated Damages Notice............................................................ 29

ARTICLE 5

Reports by the Company

SECTION 5.01. Reports by the Company............................................................... 29

ARTICLE 6

Remedies of the Trustee and Noteholders on an Event of Default

SECTION 6.01. Events of Default.................................................................... 29SECTION 6.02. Payments of Notes on Default; Suit Therefor.......................................... 32SECTION 6.03. Application of Monies Collected by Trustee........................................... 33SECTION 6.04. Proceedings by Noteholder............................................................ 34SECTION 6.05. Proceedings by Trustee............................................................... 35SECTION 6.06. Remedies Cumulative and Continuing................................................... 35SECTION 6.07. Direction of Proceedings and Waiver of Defaults by Majority of Noteholders........... 35SECTION 6.08. Notice of Defaults................................................................... 36SECTION 6.09. Undertaking to Pay Costs............................................................. 36

ARTICLE 7

The Trustee

SECTION 7.01. Duties of Trustee.................................................................... 36SECTION 7.02. Rights of Trustee.................................................................... 37SECTION 7.03. Individual Rights of Trustee......................................................... 38SECTION 7.04. Trustee’s Disclaimer................................................................. 39SECTION 7.05. Notice of Defaults................................................................... 39SECTION 7.06. Reports by Trustee to Holders........................................................ 39SECTION 7.07. Compensation and Indemnity........................................................... 39SECTION 7.08. Replacement of Trustee............................................................... 40SECTION 7.09. Successor Trustee by Merger.......................................................... 41</TABLE>

ii

<TABLE><S> <C>SECTION 7.10. Eligibility; Disqualification........................................................ 41SECTION 7.11. Preferential Collection of Claims Against Company.................................... 41

ARTICLE 8

The Noteholders

SECTION 8.01. Action by Noteholders................................................................ 41SECTION 8.02. Proof of Execution by Noteholders.................................................... 42SECTION 8.03. Who Are Deemed Absolute Owners....................................................... 42SECTION 8.04. Company-owned Notes Disregarded...................................................... 42SECTION 8.05. Revocation of Consents, Future Holders Bound......................................... 43

ARTICLE 9

Meetings of Noteholders

SECTION 9.01. Purpose of Meetings.................................................................. 43SECTION 9.02. Call of Meetings by Trustee.......................................................... 43SECTION 9.03. Call of Meetings by Company or Noteholders........................................... 44SECTION 9.04. Qualifications for Voting............................................................ 44SECTION 9.05. Regulations.......................................................................... 44SECTION 9.06. Voting............................................................................... 45SECTION 9.07. No Delay of Rights by Meeting........................................................ 45

ARTICLE 10

Amendment; Supplemental Indentures

SECTION 10.01. Supplemental Indentures Without Consent of Noteholders.............................. 45SECTION 10.02. Supplemental Indenture with Consent of Noteholders.................................. 47SECTION 10.03. Effect of Supplemental Indenture.................................................... 48SECTION 10.04. Notation on Notes................................................................... 48

ARTICLE 11

Consolidation, Merger, Sale, Conveyance and Lease

SECTION 11.01. Company May Consolidate on Certain Terms............................................ 49SECTION 11.02. Successor to Be Substituted......................................................... 49SECTION 11.03. Opinion of Counsel to Be Given Trustee.............................................. 50

</TABLE>

iii

<TABLE><S> <C> ARTICLE 12

Satisfaction and Discharge of Indenture

SECTION 12.01. Discharge of Indenture.............................................................. 50SECTION 12.02. Paying Agent to Repay Monies Held................................................... 50SECTION 12.03. Return of Unclaimed Monies.......................................................... 50

ARTICLE 13

Immunity of Incorporators, Stockholders, Officers and Directors

SECTION 13.01. Indenture and Notes Solely Corporate Obligations.................................... 51

ARTICLE 14

Conversion of Notes

SECTION 14.01. Right to Convert.................................................................... 51SECTION 14.02. Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends; Settlement of Cash or Common Stock upon Conversion.............................................................. 55SECTION 14.03. Cash Payments in Lieu of Fractional Shares.......................................... 58SECTION 14.04. Conversion Rate..................................................................... 59SECTION 14.05. Adjustment of Conversion Rate....................................................... 59SECTION 14.06. Effect of Reclassification, Consolidation, Merger or Sale........................... 65SECTION 14.07. Taxes on Shares Issued.............................................................. 66SECTION 14.08. Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock.............................................. 66SECTION 14.09. Responsibility of Trustee........................................................... 67SECTION 14.10. Notice to Holders Prior to Certain Actions.......................................... 68SECTION 14.11. Shareholder Rights Plan............................................................. 68SECTION 14.12. Exchange in Lieu of Conversion...................................................... 69

ARTICLE 15

Make Whole Premium

SECTION 15.01. Make Whole Premium.................................................................. 69SECTION 15.02. Adjustments Relating to Make Whole Premium.......................................... 72

ARTICLE 16

Miscellaneous Provisions

SECTION 16.01. Provisions Binding on Successors.................................................... 73</TABLE>

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<TABLE><S> <C>SECTION 16.02. Official Acts by Successor Corporation.............................................. 73SECTION 16.03. Addresses for Notices, Etc.......................................................... 73SECTION 16.04. Governing Law....................................................................... 73SECTION 16.05. Evidence of Compliance with Conditions Precedent, Certificates to Trustee........... 73SECTION 16.06. Legal Holidays...................................................................... 74SECTION 16.07. Company Responsible for Making Calculations......................................... 74SECTION 16.08. Trust Indenture Act................................................................. 74SECTION 16.09. No Security Interest Created........................................................ 74SECTION 16.10. Benefits of Indenture............................................................... 75SECTION 16.11. Table of Contents, Headings, Etc.................................................... 75SECTION 16.12. Authenticating Agent................................................................ 75SECTION 16.13. Execution in Counterparts........................................................... 76SECTION 16.14. Severability........................................................................ 76

Appendix A Provisions Relating to Notes............................................................. A-1Exhibit A Form of Note............................................................................. E-1Schedule I Schedule of Increases or Decreases in Global Security.................................... S-1Exhibit B Form of Transferee Letter of Representation.............................................. B-1</TABLE>

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INDENTURE

INDENTURE dated as of July 2, 2004, among THE GOODYEAR TIRE & RUBBERCOMPANY, an Ohio corporation (hereinafter called the "COMPANY"), having itsprincipal office at 1144 East Market Street, Akron, Ohio 44316-0001 and WELLSFARGO BANK, N.A., a national banking association (hereinafter called the"TRUSTEE").

WITNESSETH:

WHEREAS, for its lawful corporate purposes, the Company has dulyauthorized the issue of its 4.00% Convertible Notes (hereinafter called the"NOTES"), in an aggregate principal amount initially limited to $350,000,000,and, to provide the terms and conditions upon which the Notes are to beauthenticated, issued and delivered, the Company has duly authorized theexecution and delivery of this Indenture.

WHEREAS, the Notes, the certificate of authentication to be borne bythe Notes, a form of assignment, a form of designated event repurchase election,a form of Company repurchase election and a form of conversion notice to beborne by the Notes are to be substantially in the forms hereinafter providedfor.

WHEREAS, all acts and things necessary to make the Notes, whenexecuted by the Company and authenticated and delivered by the Trustee or a dulyauthorized authenticating agent, as in this Indenture provided, the valid,binding and legal obligations of the Company, and to constitute this Indenture avalid agreement according to its terms, have been done and performed, and theexecution of this Indenture and the issue hereunder of the Notes have in allrespects been duly authorized. In addition, all things necessary to dulyauthorize the issuance of the Common Stock of the Company initially issuableupon the conversion of the Notes, and to duly reserve for issuance the number ofshares of Common Stock initially issuable upon such conversion, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon which theNotes are, and are to be, authenticated, issued and delivered, and inconsideration of the premises and of the purchase and acceptance of the Notes bythe holders thereof, the Company covenants and agrees with the Trustee for theequal and proportionate benefit of the respective holders from time to time ofthe Notes (except as otherwise provided below), as follows:

ARTICLE 1 DEFINITIONS

SECTION 1.01. Definitions. The terms defined in this Section 1.01(except as herein otherwise expressly provided or unless the context otherwiserequires) for all purposes of this Indenture and of any indenture supplementalhereto shall have the respective meanings specified in this Section 1.01. Allother terms used in this Indenture that are defined in the Trust Indenture Actor which are by reference therein defined in the Securities Act (except asherein otherwise expressly provided or unless the context otherwise requires)shall have the meanings assigned to such terms in the Trust Indenture Act and inthe Securities Act as in force at the date

of the execution of this Indenture. The words "herein", "hereof", "hereunder"and words of similar import refer to this Indenture as a whole and not to anyparticular Article, Section or other Subdivision. The terms defined in thisArticle include the plural as well as the singular.

"ADDITIONAL PREMIUM" has the meaning specified in Section 15.01(b).

"ADDITIONAL SECURITIES" means Notes issued from time to time afterthe Original Issuance Date under the terms of this Indenture (except for Notesauthenticated and delivered upon registration of transfer of, or in exchangefor, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09, 2.10,3.03, 14.02 or Appendix A).

"ADJUSTMENT EVENT" has the meaning specified in Section 14.05(l).

"AFFILIATE" of any specified Person means any other Person directlyor indirectly controlling or controlled by or under direct or indirect commoncontrol with such specified Person. For the purposes of this definition,"CONTROL", when used with respect to any specified Person, means the power todirect or cause the direction of the management and policies of such Person,directly or indirectly, whether through the ownership of voting securities, bycontract or otherwise, and the terms "CONTROLLING" and "CONTROLLED" havemeanings correlative to the foregoing.

"BANKRUPTCY LAW" means Title 11, United States Bankruptcy Code of1978, as amended, or any similar United States federal or state law relating tothe bankruptcy, insolvency, receivership, winding-up, liquidation,reorganization or relief of debtors or any amendment to, succession to or changein any such law.

"BOARD OF DIRECTORS" means the Board of Directors of the Company ora committee of such Board duly authorized to act for it hereunder.

"BOARD RESOLUTION" means a resolution duly adopted by the Board ofDirectors, a copy of which, certified by the Secretary or an Assistant Secretaryof the Company to be in full force and effect on the date of such certification,shall have been delivered to the Trustee.

"BUSINESS DAY" means any day, other than a Saturday, Sunday, orother day on which banking institutions are not required by law or regulation tobe open in the State of New York.

"CAPITAL STOCK" of any Person means any and all shares, interests,rights to purchase, warrants, options, participations or other equivalents of orinterests in (however designated) equity of such Person, including any PreferredStock, but excluding any debt securities convertible into such equity.

"CASH" has the meaning specified in Section 3.06(a).

"CASH AMOUNT" has the meaning specified in Section 14.02(h)(iii).

"CASH SETTLEMENT AVERAGING PERIOD" has the meaning specified inSection 14.02(h)(i)(B).

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"CASH SETTLEMENT NOTICE PERIOD" has the meaning specified in Section14.02(g)(i).

"CHANGE OF CONTROL" means the occurrence of either of the following:

(a) any "person" or "group" (within the meaning of Section 13(d) ofthe Exchange Act), other than the Company, its Subsidiaries or any of theemployee benefit plans of the Company or its Subsidiaries, files a Schedule TO,Schedule 13D or any schedule, form or report under the Exchange Act disclosingthat such person or group has become the direct or indirect ultimate "beneficialowner" (as defined in Rule 13d-3 under the Exchange Act) of the Common Stockrepresenting more than 50% of the Voting Stock of the Company; or

(b) consummation of any share exchange, consolidation or merger ofthe Company pursuant to which the Common Stock will be converted into cash,securities or other property or any sale, lease or transfer in one transactionor a series of transactions of all or substantially all of the consolidatedassets of the Company and its Subsidiaries, taken as a whole, to any Personother than the Company or one of more of its Subsidiaries; provided, however,that a transaction where the holders of the Common Stock immediately prior tosuch transaction have, directly or indirectly, more than 50% of the aggregateVoting Stock of the continuing or surviving corporation or transferee entitledto vote generally in the election of directors immediately after such eventshall not be a Change of Control.

"COMMISSION" means the Securities and Exchange Commission, as fromtime to time constituted under the Exchange Act, or, if at any time after theexecution of this Indenture such Commission is not existing and performing theduties now assigned to it under the Trust Indenture Act, then the bodyperforming such duties at such time.

"COMMON STOCK" means any stock of any class of the Company which hasno preference in respect of dividends or of amounts payable in the event of anyvoluntary or involuntary liquidation, dissolution or winding up of the Companyand which is not subject to redemption by the Company. Subject to the provisionsof Section 14.06, however, shares issuable on conversion of Notes shall includeonly shares of the class designated as common stock of the Company at the dateof this Indenture (namely, the Common Stock, no par value) or shares of anyclass or classes resulting from any reclassification or reclassificationsthereof and which have no preference in respect of dividends or of amountspayable in the event of any voluntary or involuntary liquidation, dissolution orwinding up of the Company and which are not subject to redemption by theCompany; provided that if at any time there shall be more than one suchresulting class, the shares of each such class then so issuable on conversionshall be substantially in the proportion which the total number of shares ofsuch class resulting from all such reclassifications bears to the total numberof shares of all such classes resulting from all such reclassifications.

"COMPANY" means the corporation named as the "Company" in the firstparagraph of this Indenture, and, subject to the provisions of Article 11 andSection 14.06, shall include its successors and assigns.

"COMPANY NOTICE DATE" has the meaning specified in Section 3.05(b).

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"COMPANY REPURCHASE DATE" has the meaning specified in Section3.05(a).

"COMPANY REPURCHASE ELECTION" has the meaning specified in Section3.05(c)(i).

"COMPANY REPURCHASE NOTICE" has the meaning specified in Section3.05(b).

"COMPANY REPURCHASE PRICE" has the meaning specified in Section3.05(a).

"CONVERSION AGENT" means the Trustee or such other office or agencydesignated by the Company where Notes may be presented for conversion.

"CONVERSION DATE" has the meaning specified in Section 14.02(c).

"CONVERSION OBLIGATION" has the meaning specified in Section14.02(g)(i).

"CONVERSION PRICE" as of any day means $1,000 divided by theConversion Rate as of such date and rounded to the nearest cent. The ConversionPrice shall initially be approximately $12.04 per share of Common Stock.

"CONVERSION RATE" has the meaning specified in Section 14.04.

"CONVERSION RETRACTION PERIOD" has the meaning specified in Section14.02(g)(i).

"CORPORATE TRUST OFFICE" or other similar term means the designatedoffice of the Trustee at which at any particular time its corporate trustbusiness as it relates to this Indenture shall be administered, which office is,at the date as of which this Indenture is dated, located at Sixth & Marquette,N9303-120, Minneapolis, MN 55479, Attention: Corporate Trust Administration,telecopier no: (612) 667-9825.

"CUSTODIAN" means Wells Fargo Bank, N.A., a national bankingassociation, as custodian with respect to the Notes in global form, or anysuccessor entity thereto.

"DEFAULT" means any event that is, or after notice or passage oftime, or both, would be, an Event of Default.

"DEFAULTED INTEREST" means any interest on any Notes which ispayable, but is not punctually paid or duly provided for, on any June 15 orDecember 15.

"DEFINITIVE NOTE" has the meaning specified in Appendix A.

"DEPOSITARY" has the meaning specified in Appendix A.

"DESIGNATED EVENT" means the occurrence of a Fundamental Change or aTermination of Trading; provided that a Fundamental Change occurring on or priorto June 15, 2011, will not be a Designated Event unless the transaction or eventresulting in such Fundamental Change also constitutes a Change of Control.

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"DESIGNATED EVENT NOTICE DATE" has the meaning specified in Section3.04(b).

"DESIGNATED EVENT REPURCHASE DATE" has the meaning specified inSection 3.04(a).

"DESIGNATED EVENT REPURCHASE ELECTION" has the meaning specified inSection 3.04(c)(i).

"DESIGNATED EVENT REPURCHASE NOTICE" has the meaning specified inSection 3.04(b).

"DESIGNATED EVENT REPURCHASE PRICE" has the meaning provided inSection 3.04(a).

"DETERMINATION DATE" has the meaning specified in Section 14.05(l).

"EVENT OF DEFAULT" has the meaning specified in Section 6.01.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, asamended, and the rules and regulations promulgated thereunder, as in effect fromtime to time.

"EXCHANGE PARTY" has the meaning specified in Section 14.12.

"EX-DIVIDEND DATE" means, with respect to any issuance ordistribution on shares of Common Stock, the first date on which the shares ofCommon Stock trade regular way on the principal securities market on which theshares of Common Stock are then traded without the right to receive suchissuance or distribution.

"EXPIRATION TIME" has the meaning specified in Section 14.05(e).

"FAIR MARKET VALUE" means, with respect to any asset or property,the sale value that would be obtained in an arm’s-length transaction between aninformed and willing seller under no compulsion to sell and an informed andwilling buyer under no compulsion to buy. Unless otherwise indicated, FairMarket Value shall be determined in good faith by the Board of Directors.

"FINAL NOTICE DATE" has the meaning specified in Section 14.02(g).

"FORM OF CONVERSION NOTICE" has the meaning specified in Section14.02(a).

"FUNDAMENTAL CHANGE" means any transaction or event (whether bymeans of an exchange offer, liquidation, tender offer, consolidation, merger,combination, reclassification, recapitalization or otherwise) in connection withwhich all or substantially all of our Common Stock is exchanged for, convertedinto, acquired for or constitutes solely the right to receive, considerationthat is not at least 90% (excluding cash payments for fractional shares) commonshares, common stock or American depositary shares that are (i) listed on, orimmediately after the transaction or event will be listed on, the New York StockExchange or a United States national securities exchange; or (ii) approved, orimmediately after the transaction or event will

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be approved, for quotation on the Nasdaq National Market or any similar UnitedStates system of automated dissemination of quotations of securities prices.

"FUNDAMENTAL CHANGE NOTICE" has the meaning specified in Section14.01(d).

"FUNDAMENTAL CHANGE NOTICE DATE" means the date at least ten (10)Trading Days prior to the anticipated effective date of a Fundamental Change.

"GAAP" means generally accepted accounting principles in the UnitedStates of America as in effect as of the Original Issuance Date, including thoseset forth in:

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

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

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

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

All computations based on GAAP contained in the Indenture shall becomputed in conformity with GAAP.

"GLOBAL NOTE" means a Note in global form registered in the name ofthe Depositary or the nominee of the Depositary.

"INDENTURE" means this instrument as originally executed or, ifamended or supplemented as herein provided, as so amended or supplemented.

"INITIAL PURCHASERS" means Goldman, Sachs & Co., Deutsche BankSecurities Inc. and J.P. Morgan Securities Inc.

"INTEREST" means, when used with respect to the Notes, any interestpayable under the terms of the Notes and Liquidated Damages, if any, payableunder the terms of the Registration Rights Agreement.

"INTEREST PAYMENT DATE" means June 15 and December 15 of each year,commencing December 15, 2004.

"LAST REPORTED SALE PRICE" of the Common Stock on any day means theclosing sale price per share (or, if no closing sale price is reported, theaverage of the last reported bid and asked prices or, if more than one in eithercase, the average of the average bid and the average asked prices) on such dayas reported in composite transactions for the principal United

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States securities exchange on which the Common Stock is traded or, if the CommonStock is not listed on a United States national or regional securities exchange,as reported by the Nasdaq National Market. If the Common Stock is not listed fortrading on a United States national or regional securities exchange and notreported by the Nasdaq National Market on the relevant date, the "LAST REPORTEDSALE PRICE" shall be the last quoted bid price for the Common Stock in theover-the-counter market on the relevant date as reported by the NationalQuotation Bureau Incorporated or similar organization. If the Common Stock isnot so quoted, the "LAST REPORTED SALE PRICE" shall be determined by the Companyon a basis it considers appropriate.

"LIQUIDATED DAMAGES" has the meaning specified in Section 3(a) ofthe Registration Rights Agreement.

"LIQUIDATED DAMAGES NOTICE" has the meaning specified in Section4.07(a).

"MAKE WHOLE PREMIUM" has the meaning specified in Section 15.01(b).

"NON-ELECTING SHARE" has the meaning specified in Section 14.06.

"NOTE" or "NOTES" means any Note or Notes, as the case may be,authenticated and delivered under this Indenture, including any Global Note.

"NOTEHOLDER" or "HOLDER" as applied to any Note, or other similarterms (but excluding the term "BENEFICIAL HOLDER"), means any Person in whosename a particular Note is registered at the time on the Note Registrar’s books.

"NOTE REGISTER" has the meaning specified in Section 2.04.

"NOTE REGISTRAR" has the meaning specified in Section 2.04.

"OFFICER" means the Chairman of the Board, the Chief ExecutiveOfficer, the Chief Financial Officer, the President, any Vice President (whetheror not designated by a number or numbers or word or words added before or afterthe title "Vice President"), the Treasurer or the Secretary or an AssistantSecretary of the Company.

"OFFICER’S CERTIFICATE", when used with respect to the Company,means a certificate signed by the Chairman of the Board, the Chief ExecutiveOfficer, the Chief Operating Officer, the President, the Chief FinancialOfficer, any Vice President (whether or not designated by a number or numbers orword or words added before or after the title "Vice President"), the Treasureror the Secretary of the Company.

"OPINION OF COUNSEL" means an opinion in writing signed by legalcounsel, who may be an employee of or counsel to the Company.

"ORIGINAL ISSUANCE DATE" means the date on which Notes are firstauthenticated and delivered under this Indenture.

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"OUTSTANDING", when used with reference to Notes and subject to theprovisions of Section 8.04, means, as of any particular time, all Notesauthenticated and delivered by the Trustee under this Indenture, except:

(a) Notes theretofore canceled by the Trustee or delivered to theTrustee for cancellation;

(b) Notes, or portions thereof, (i) for the redemption of whichmonies in the necessary amount shall have been deposited in trust with theTrustee or with any Paying Agent (other than the Company) or (ii) which shallhave been otherwise discharged in accordance with Article 12;

(c) Notes in lieu of which, or in substitution for which, otherNotes shall have been authenticated and delivered pursuant to the terms ofSection 2.08; and

(d) Notes converted into Common Stock pursuant to Article 14 andNotes deemed not outstanding pursuant to Article 3.

"PAYING AGENT" has the meaning specified in Section 2.04.

"PERSON" means any individual, corporation, partnership, limitedliability company, joint venture, association, joint-stock company, trust,unincorporated organization, government or any agency or political subdivisionthereof or any other entity.

"PREFERRED STOCK," as applied to the Capital Stock of any Person,means Capital Stock of any class or classes (however designated) that ispreferred as to the payment of dividends, or as to the distribution of assetsupon any voluntary or involuntary liquidation or dissolution of such Person,over shares of Capital Stock of any other class of such Person.

"PRINCIPAL VALUE CONVERSION" has the meaning specified in Section14.01(a).

"PROTECTED PURCHASER" has the meaning specified in Section 2.08.

"PURCHASE AGREEMENT" has the meaning specified in Appendix A.

"REDEMPTION DATE" has the meaning specified in Section 3.02(a).

"REDEMPTION NOTICE" has the meaning specified in Section 3.02(a).

"REDEMPTION PRICE" has the meaning specified in Section 3.01.

"REGISTRATION RIGHTS AGREEMENT" means (i) with respect to theSecurities issued on the Original Issuance Date, the Registration RightsAgreement, dated as of July 2, 2004, among the Company and the InitialPurchasers, as amended from time to time in accordance with its terms, and (2)with respect to each issuance of Additional Securities issued in a transactionexempt from the registration requirements of the Securities Act, theregistration rights agreement, if any, among the Company and the Personspurchasing such Additional Securities under the related Purchase Agreement.

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"REGULAR RECORD DATE" means, with respect to each Interest PaymentDate, the close of business on June 1 or December 1 preceding such InterestPayment Date (whether or not a Business Day).

"REPURCHASE DATE" means the Designated Event Repurchase Date or theCompany Repurchase Date, as the context requires.

"REPURCHASE ELECTION" means the Designated Event Repurchase Electionor the Company Repurchase Election, as the context requires.

"REPURCHASE NOTICE" means the Designated Event Repurchase Notice orthe Company Repurchase Notice, as the context requires.

"REPURCHASE PRICE" means the Designated Event Repurchase Price orthe Company Repurchase Price, as the context requires.

"RESTRICTED SECURITIES" refers to every Note or share of CommonStock that bears or is required under Section 2.07 to bear the legend set forthin Appendix A.

"RULE 144A" means Rule 144A as promulgated under the Securities Act.

"SECURITIES" means the Notes.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SECURITIES CUSTODIAN" has the meaning specified in Appendix A.

"SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a"Significant Subsidiary" of the Company within the meaning of Rule 1-02 underRegulation S-X promulgated by the Commission.

"SPIN-OFF" has the meaning specified in Section 14.05(c)

"STATED MATURITY" means June 15, 2034.

"STOCK PRICE" has the meaning specified in Section 15.01(b).

"STOCK PRICE CAP" has the meaning specified in Section 15.01(b).

"STOCK PRICE THRESHOLD" has the meaning specified in Section15.01(b).

"STOCK RECORD DATE" means, with respect to any dividend,distribution or other transaction or event in which the holders of Common Stockhave the right to receive any cash, securities or other property or in which theCommon Stock (or other applicable security) is exchanged for or converted intoany combination of cash, securities or other property, the date fixed fordetermination of stockholders entitled to receive such cash, securities or otherproperty (whether such date is fixed by the Board of Directors or by statute,contract or otherwise).

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"SUBSIDIARY" of any Person means any corporation, association,partnership or other business entity of which more than 50% of the total votingpower of shares of Capital Stock or other interests (including partnershipinterests) entitled (without regard to the occurrence of any contingency) tovote in the election of directors, managers or trustees thereof is at the timeowned or controlled, directly or indirectly, by:

(1) such Person;

(2) such Person and one or more Subsidiaries of such Person; or

(3) one or more Subsidiaries of such Person.

"TERMINATION OF TRADING" means the occurrence of an event in whichthe Common Stock or other common stock into which the Notes are convertible isneither listed for trading on a United States national securities exchange norapproved for listing on the Nasdaq National Market or another establishedautomated over-the-counter trading market in the United States, and no Americandepositary shares or similar instruments for such Common Stock or other commonstock, as applicable, are so listed or approved for listing in the UnitedStates.

"TRADING DAY" means a day during which trading in securitiesgenerally occurs on the New York Stock Exchange or, if the applicable securityis not listed on the New York Stock Exchange, on the principal other national orregional securities exchange on which the applicable security is then listed or,if the applicable security is not listed on a national or regional securitiesexchange, on the National Association of Securities Dealers Automated QuotationSystem or, if the applicable security is not quoted on the National Associationof Securities Dealers Automated Quotation System, on the principal other marketon which the applicable security is then traded (provided that no day on whichtrading of the applicable security is suspended on such exchange or othertrading market will count as a Trading Day).

"TRADING PRICE" means, on any date of determination, the average ofthe secondary market bid quotations per $1,000 principal amount of Notesobtained by the Trustee (or another Conversion Agent) for $2,000,000 principalamount of Notes at approximately 3:30 p.m., New York City time, on suchdetermination date from three independent nationally recognized securitiesdealers selected by the Company, which may include one or more of the InitialPurchasers, provided that if at least three such bids cannot be reasonablyobtained by the Trustee (or another Conversion Agent), then the average of thetwo bids shall be used, and if only bid can be reasonably obtained by theTrustee (or another Conversion Agent), such one bid shall be used. If theTrustee (or another Conversion Agent) cannot reasonably obtain at least one bidfor $2,000,000 principal amount of Notes from an independent nationallyrecognized securities dealer on any date, or in the Company’s reasonablejudgment, the bid quotations are not indicative of the secondary market value ofthe Notes on such date, then the Trading Price of the Notes on such date will bedeemed to be less than 98% of (a) the Last Reported Sale Price of the CommonStock on such date multiplied by (b) the Conversion Rate of the Notes on thedate of determination.

"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, asamended, as it was in force at the date of this Indenture, except as provided inSections 10.03 and 14.06;

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provided that if the Trust Indenture Act of 1939 is amended after the datehereof, the term "TRUST INDENTURE ACT" shall mean, to the extent required bysuch amendment, the Trust Indenture Act of 1939 as so amended.

"TRUST OFFICER" means, when used with respect to the Trustee, anyofficer within the corporate trust department of the Trustee, including any vicepresident, assistant vice president, assistant treasurer, trust officer or anyother officer of the Trustee who customarily performs functions similar to thoseperformed by the Persons who at the time shall be such officers, respectively,or to whom any corporate trust matter is referred because of such person’sknowledge of and familiarity with the particular subject and who shall havedirect responsibility for the administration of this Indenture.

"TRUSTEE" means Wells Fargo Bank, N.A., a national bankingassociation, and its successors and any corporation resulting from or survivingany consolidation or merger to which it or its successors may be a party and anysuccessor trustee at the time serving as successor trustee hereunder.

"VOTING STOCK" of a Person means all classes of Capital Stock orother interests (including partnership interests) of such Person thenoutstanding and normally entitled (without regard to the occurrence of anycontingency) to vote in the election of directors, managers or trustees thereof.

"WHOLLY OWNED SUBSIDIARY" means a Subsidiary of the Company all ofthe Capital Stock of which (other than directors’ qualifying shares) is owned bythe Company or another Wholly Owned Subsidiary.

ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

SECTION 2.01. Amount of Notes; Additional Securities. (a) Theaggregate principal amount of Notes which may be authenticated and deliveredunder this Indenture shall initially be limited to $350,000,000 (except forNotes authenticated and delivered upon registration of transfer of, or inexchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09,2.10, 3.03, 14.02 or Appendix A).

(b) So long as no Event of Default, and no event which, after noticeor lapse or time or both, would become an Event of Default, shall have occurredand be continuing, the Company shall be entitled to issue Additional Securitiesunder this Indenture which shall have the same terms and conditions as theSecurities issued on the Original Issuance Date, other than with respect to anydifferences in the date of issuance, the issue price and the interest accruedprior to the issue date of the Additional Securities. The Securities issued onthe Original Issuance Date and any Additional Securities shall have the sameCUSIP numbers and shall be treated as a single class for all purposes under thisIndenture, including with respect to waivers, amendments, redemptions and offersto purchase.

With respect to any Additional Securities, the Company shall setforth in a Board Resolution and an Officer’s Certificate, a copy of each whichshall be delivered to the Trustee, the following information:

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(i) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;

(ii) the issue price, the issue date and the CUSIP numbers of such Additional Securities; provided, however, that no Additional Securities may be issued unless such Additional Securities are fungible in all respects for U.S. Federal income tax purposes with the Securities then outstanding; and

(iii) that the Company has complied with this Section 2.01(b).

SECTION 2.02. Form and Dating. Provisions relating to the Notes areset forth in Appendix A, which is hereby incorporated in and expressly made apart of this Indenture. The Notes and the Trustee’s certificate ofauthentication shall each be substantially in the form of Exhibit A hereto,which is hereby incorporated in and expressly made a part of this Indenture. TheNotes may have notations, legends or endorsements required by law, stockexchange rules, agreements to which the Company is subject, if any, or usage(provided that any such notation, legend or endorsement is in a form acceptableto the Company). Each Note shall be dated the date of its authentication. TheNotes shall be issuable only in registered form without interest coupons andonly in denominations of $1,000 and integral multiples thereof.

SECTION 2.03. Execution and Authentication. One Officer shall signthe Notes for the Company by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds thatoffice at the time the Trustee authenticates the Note, the Note shall be validnevertheless.

A Note shall not be valid until an authorized signatory of theTrustee manually signs the certificate of authentication on the Note. Thesignature shall be conclusive evidence that the Note has been authenticatedunder this Indenture.

The Trustee shall authenticate and make available for delivery Notesas set forth in Appendix A.

The Trustee may appoint an authenticating agent reasonablyacceptable to the Company to authenticate the Notes. Any such appointment shallbe evidenced by an instrument signed by a Trust Officer, a copy of which shallbe furnished to the Company. Unless limited by the terms of such appointment, anauthenticating agent may authenticate Notes whenever the Trustee may do so. Eachreference in this Indenture to authentication by the Trustee includesauthentication by such agent. An authenticating agent has the same rights as anyNote Registrar, Paying Agent or agent for service of notices and demands.

SECTION 2.04. Registrar and Paying Agent. (a) The Company shallmaintain an office or agency where Notes may be presented for registration oftransfer or for exchange (the "NOTE REGISTRAR") and an office or agency whereNotes may be presented for payment (the "PAYING AGENT"). The Note Registrarshall keep a register of the Notes and of their transfer and exchange (the "NOTEREGISTER"). The Company may have one or more co-Note Registrars and one or moreadditional paying agents. The term "Paying Agent" includes any additional payingagent, and the term "Note Registrar" includes any co-Note Registrars. The

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Company initially appoints the Trustee as (i) Note Registrar and Paying Agent inconnection with the Notes and (ii) the Securities Custodian with respect to theGlobal Notes.

(b) The Company shall enter into an agency agreement with any NoteRegistrar not a party to this Indenture, which shall incorporate the terms ofthe Trust Indenture Act. The agreement shall implement the provisions of thisIndenture that relate to such agent. The Company shall notify the Trustee of thename and address of any such agent. If the Company fails to maintain a NoteRegistrar, the Trustee shall act as such and shall be entitled to compensationtherefore pursuant to Section 7.07. The Company may change the Note Registrarwithout prior notice to the holders of the Notes. The Company or any of itsdomestically organized Wholly Owned Subsidiaries may act as Note Registrar.

(c) If the Company shall appoint a Paying Agent other than theTrustee, or if the Trustee shall appoint such a Paying Agent, the Company willcause such Paying Agent to execute and deliver to the Trustee an instrumentwhich shall incorporate the terms of the Trust Indenture Act, which shallimplement the provisions of this Indenture that relate to such agent and inwhich such Paying Agent shall agree with the Trustee, subject to the provisionsof this Section 2.04:

(i) that it will hold all sums held by it as such agent for the payment of the principal of or interest on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the holders of the Notes;

(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal of or interest on the Notes when the same shall be due and payable; and

(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust.

The Company shall notify the Trustee of the name and address of anysuch agent. If the Company fails to maintain a Paying Agent, the Trustee shallact as such and shall be entitled to compensation therefor pursuant to Section7.07. The Company may change the Paying Agent without prior notice to theholders of the Notes. The Company or any of its Wholly Owned Subsidiaries mayact as Paying Agent.

(d) The Trustee shall not be responsible for the actions of anyother Paying Agents (including the Company if acting as its own Paying Agent)and shall have no control of any funds held by such other Paying Agents.

(e) The Company may remove any Note Registrar or Paying Agent uponwritten notice to such Note Registrar or Paying Agent and to the Trustee;provided, however, that no such removal shall become effective until (i)acceptance of an appointment by a successor as evidenced by an appropriateagreement entered into by the Company and such successor Note Registrar orPaying Agent, as the case may be, and delivered to the Trustee or (ii)notification to the Trustee that the Trustee shall serve as Note Registrar orPaying Agent until the

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appointment of a successor in accordance with clause (i) above. The NoteRegistrar or Paying Agent may resign at any time upon written notice to theCompany and the Trustee.

SECTION 2.05. Paying Agent to Hold Money in Trust. (a) Prior to oron each due date of the principal of and interest on any Note, the Company shalldeposit with the Paying Agent (or if the Company or a Wholly Owned Subsidiary isacting as Paying Agent, segregate and hold in trust for the benefit of thePersons entitled thereto) a sum (in funds which are immediately available on thedue date for such payment) sufficient to pay such principal and interest when sobecoming due; provided that if such deposit is made on the due date, suchdeposit shall be received by the Paying Agent by 10:00 a.m., New York City time,on such date. The Company shall require each Paying Agent (other than theTrustee) to agree in writing that the Paying Agent (i) shall hold in trust forthe benefit of holders or the Trustee all money held by the Paying Agent for thepayment of principal of and interest on the Notes and (ii) shall notify theTrustee of any default by the Company in making any such payment. If the Companyor a Wholly Owned Subsidiary of the Company acts as Paying Agent, it shallsegregate the money held by it as Paying Agent and hold it as a separate trustfund.

(b) Anything in this Section 2.05 to the contrary notwithstanding,the Company may, at any time, for the purpose of obtaining a satisfaction anddischarge of this Indenture, or for any other reason, pay or cause to be paid tothe Trustee all sums held in trust by the Company or any Paying Agent hereunderas required by this Section 2.05, such sums to be held by the Trustee under thetrusts herein contained and upon such payment by the Company or any Paying Agentto the Trustee, the Company or such Paying Agent shall be released from allfurther liability with respect to such sums.

(c) Anything in this Section 2.05 to the contrary notwithstanding,the agreement to hold sums in trust as provided in this Section 2.05 is subjectto Sections 12.02 and 12.03.

SECTION 2.06. Holder Lists. The Trustee shall preserve in as currenta form as is reasonably practicable the most recent list available to it of thenames and addresses of holders. If the Trustee is not the Note Registrar, theCompany shall furnish, or cause the Note Registrar to furnish, to the Trustee,in writing at least five Business Days before each interest payment date and atsuch other times as the Trustee may request in writing, a list in such form andas of such date as the Trustee may reasonably require of the names and addressesof holders.

SECTION 2.07. Transfer and Exchange. The Notes shall be issued inregistered form and shall be transferable only upon the surrender of a Note forregistration of transfer and in compliance with Appendix A. When a Note ispresented to the Note Registrar with a request to register a transfer, the NoteRegistrar shall register the transfer as requested if its requirements thereforeare met. When Notes are presented to the Note Registrar with a request toexchange them for an equal principal amount of Notes of other denominations, theNote Registrar shall make the exchange as requested if the same requirements aremet. To permit registration of transfers and exchanges, the Company shallexecute and the Trustee shall authenticate Notes at the Note Registrar’srequest. The Company may require payment of a sum sufficient to pay all taxes,assessments or other governmental charges in connection with any transfer orexchange pursuant to this Section. The Company shall not be required to make and

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the Note Registrar need not register transfers or exchanges of Notes selectedfor redemption (except, in the case of Notes to be redeemed in part, the portionthereof not to be redeemed) or any Notes for a period of 15 days before aselection of Notes to be redeemed.

Prior to the due presentation for registration of transfer of anyNote, the Company, the Trustee, the Paying Agent and the Note Registrar may deemand treat the Person in whose name a Note is registered as the absolute owner ofsuch Note for the purpose of receiving payment of principal of and interest, ifany, on such Note and for all other purposes whatsoever, whether or not suchNote is overdue, and none of the Company, the Trustee, the Paying Agent, or theNote Registrar shall be affected by notice to the contrary.

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

All Notes issued upon any transfer or exchange pursuant to the termsof this Indenture shall evidence the same debt and shall be entitled to the samebenefits under this Indenture as the Notes surrendered upon such transfer orexchange.

SECTION 2.08. Replacement Notes. If a mutilated Note is surrenderedto the Note Registrar or if the holder of a Note claims that the Note has beenlost, destroyed or wrongfully taken, the Company shall issue and the Trusteeshall authenticate a replacement Note if the requirements of Section 8-405 ofthe Uniform Commercial Code are met, such that the holder (a) notifies theCompany or the Trustee within a reasonable time after such holder has notice ofsuch loss, destruction or wrongful taking and the Note Registrar does notregister a transfer prior to receiving such notification, (b) makes such requestto the Company or the Trustee prior to the Note being acquired by a protectedpurchaser as defined in Section 8-303 of the Uniform Commercial Code (a"PROTECTED PURCHASER") and (c) satisfies any other reasonable requirements ofthe Trustee. If required by the Trustee or the Company, such holder shallfurnish an indemnity bond sufficient in the judgment of the Trustee to protectthe Company, the Trustee, the Paying Agent and the Note Registrar from any lossthat any of them may suffer if a Note is replaced. The Company and the Trusteemay charge the holder for their expenses in replacing a Note. In the event anysuch mutilated, lost, destroyed or wrongfully taken Note has become or is aboutto become due and payable, the Company in its discretion may pay such Noteinstead of issuing a new Note in replacement thereof.

Every replacement Note is an additional obligation of the Company.

The provisions of this Section 2.08 are exclusive and shall preclude(to the extent lawful) all other rights and remedies with respect to thereplacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

SECTION 2.09. Outstanding Notes. Notes outstanding at any time areall Notes authenticated by the Trustee except for those canceled by it, thosedelivered to it for cancelation and those described in this Section as notoutstanding. Subject to Section 8.04, a

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Note does not cease to be outstanding because the Company or an Affiliate of theCompany holds the Note.

If a Note is replaced pursuant to Section 2.08, it ceases to beoutstanding unless the Trustee and the Company receive proof satisfactory tothem that the replaced Note is held by a protected purchaser.

If the Paying Agent segregates and holds in trust, in accordancewith this Indenture, on a redemption date or maturity date money sufficient topay all principal and interest payable on that date with respect to the Notes(or portions thereof) to be redeemed or maturing, as the case may be, then onand after that date such Notes (or portions thereof) cease to be outstanding andinterest on them ceases to accrue.

SECTION 2.10. Temporary Notes. In the event that Definitive Notesare to be issued under the terms of this Indenture, until such Definitive Notesare ready for delivery, the Company may prepare and the Trustee shallauthenticate temporary Notes. Temporary Notes shall be substantially in the formof Definitive Notes but may have variations that the Company considersappropriate for temporary Notes. Without unreasonable delay, the Company shallprepare and the Trustee shall authenticate Definitive Notes and deliver them inexchange for temporary Notes upon surrender of such temporary Notes at theoffice or agency of the Company, without charge to the holder.

SECTION 2.11. Cancelation. The Company at any time may deliver Notesto the Trustee for cancelation. The Note Registrar and the Paying Agent shallforward to the Trustee any Notes surrendered to them for registration oftransfer, exchange or payment. The Trustee and no one else shall cancel allNotes surrendered for registration of transfer, exchange, payment or cancelationand shall dispose of canceled Notes in accordance with its customary proceduresor deliver canceled Notes to the Company pursuant to written direction by anOfficer. The Company may not issue new Notes to replace Notes it has redeemed,paid or delivered to the Trustee for cancelation. The Trustee shall notauthenticate Notes in place of canceled Notes other than pursuant to the termsof this Indenture.

SECTION 2.12. Defaulted Interest. If the Company defaults in apayment of interest on the Notes, the Company shall pay the Defaulted Interest(plus interest payable on such Defaulted Interest to the extent lawful) in anylawful manner. The Company may pay the Defaulted Interest to the Persons who areholders on a subsequent special record date. The Company shall fix or cause tobe fixed any such special record date and payment date to the reasonablesatisfaction of the Trustee and shall promptly mail or cause to be mailed toeach holder a notice that states the special record date, the payment date andthe amount of Defaulted Interest to be paid.

SECTION 2.13. CUSIP and ISIN Numbers. The Company in issuing theNotes may use "CUSIP" and ISIN numbers (if then generally in use) and, if so,the Trustee shall use "CUSIP" and ISIN numbers in notices of redemption as aconvenience to holders; provided, however, that any such notice may state thatno representation is made as to the correctness of such numbers either asprinted on the Notes or as contained in any notice of a redemption and thatreliance may be placed only on the other identification numbers printed on theNotes, and

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any such redemption shall not be affected by any defect in or omission of suchnumbers. The Company shall promptly notify the Trustee of any change in the"CUSIP" numbers.

ARTICLE 3 REDEMPTION AND REPURCHASE OF NOTES

SECTION 3.01. Company’s Right to Redeem. Prior to June 20, 2008, theNotes will not be redeemable at the Company’s option. At any time on or afterJune 20, 2008 and prior to Stated Maturity, the Company, at its option, mayredeem the Notes in accordance with the provisions of Sections 3.02 and 3.03 onthe Redemption Date for cash, in whole or in part, at the redemption priceapplicable to the period set forth below during which such Redemption Dateoccurs (the "REDEMPTION PRICE"), expressed as a percentage of the principalamount of the Notes to be redeemed, together in each case with accrued andunpaid interest on the Notes redeemed to (but excluding) the Redemption Date,subject to the rights of holders of the Notes on the relevant Regular RecordDate to receive interest on the relevant Interest Payment Date:

<TABLE><CAPTION> Period Redemption Price ------ ----------------<S> <C>Beginning June 20, 2008 and ending on June 14, 2009 101.714%Beginning June 15, 2009 and ending on June 14, 2010 101.143%Beginning June 15, 2010 and ending on June 14, 2011 100.571%Beginning June 15, 2011 and thereafter 100.000%</TABLE>

SECTION 3.02. Notice of Optional Redemption; Selection of Notes. (a)In case the Company shall desire to exercise the right to redeem all or, as thecase may be, any part of the Notes pursuant to Section 3.01, it shall fix a datefor redemption (the "REDEMPTION DATE") and it or, at its written requestreceived by the Trustee not fewer than forty-five (45) days prior (or suchshorter period of time as may be acceptable to the Trustee) to the RedemptionDate, the Trustee in the name of and at the expense of the Company, shall mailor cause to be mailed a notice of such redemption (a "REDEMPTION NOTICE") notfewer than thirty (30) nor more than sixty (60) days prior to the RedemptionDate to each holder of Notes so to be redeemed at its last address as the sameappears on the Note Register; provided that if the Company shall give suchnotice, it shall also give written notice of the Redemption Date to the Trustee.Such mailing shall be by first class mail. The notice, if mailed in the mannerherein provided, shall be conclusively presumed to have been duly given, whetheror not the holder receives such notice. In any case, failure to give such noticeby mail or any defect in the notice to the holder of any Note designated forredemption shall not affect the validity of the proceedings for the redemptionof any other Note. Concurrently with the mailing of any such Redemption Notice,the Company shall issue a press release announcing such redemption, the form andcontent of which press release shall be determined by the Company in its solediscretion. The failure to issue any such press release or any defect thereinshall not affect the validity of the Redemption Notice or any of the proceedingsfor the redemption of any Note called for redemption.

(b) Each such Redemption Notice shall specify the aggregateprincipal amount of Notes to be redeemed, the CUSIP number or numbers of theNotes being redeemed, the Redemption Date (which shall be a Business Day), theRedemption Price at which Notes are

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to be redeemed, the place or places of payment, that payment will be made uponpresentation and surrender of such Notes, that interest accrued to theRedemption Date will be paid as specified in said notice, and that on and aftersaid date interest thereon or on the portion thereof to be redeemed will ceaseto accrue. Such notice shall also state the current Conversion Rate and the dateon which the right to convert such Notes or portions thereof (in the case of aredemption pursuant to Section 3.01) into Common Stock will expire (which dateshall not be later than the close of business on the second Business Day priorto the Redemption Date). In case any Note is to be redeemed in part onlypursuant to Section 3.01, the Redemption Notice shall state the portion of theprincipal amount thereof to be redeemed and shall state that, on and after theRedemption Date, upon surrender of such Note, a new Note or Notes in principalamount equal to the unredeemed portion thereof will be issued.

(c) On or prior to the Redemption Date specified in the RedemptionNotice given as provided in this Section 3.02, the Company will deposit with theTrustee or with one or more Paying Agents (or, if the Company is acting as itsown Paying Agent, set aside, segregate and hold in trust as provided in Section2.05) an amount of money in immediately available funds sufficient to redeem onthe Redemption Date all the Notes (or portions thereof in the case of aredemption pursuant to Section 3.01) so called for redemption (other than thosetheretofore surrendered for conversion into Common Stock) at the appropriateRedemption Price; provided that if such payment is made on the Redemption Date,it must be received by the Trustee or Paying Agent, as the case may be, by 10:00a.m., New York City time, on such date. The Company shall be entitled to retainany interest, yield or gain on amounts deposited with the Trustee or any PayingAgent pursuant to this Section 3.02(c) in excess of amounts required hereunderto pay the Redemption Price and accrued interest to, but excluding, theRedemption Date. If any Note called for redemption is converted pursuant heretoprior to such Redemption Date, any money deposited with the Trustee or anyPaying Agent or so segregated and held in trust for the redemption of such Noteshall be paid to the Company upon its written request, or, if then held by theCompany, shall be discharged from such trust. Whenever any Notes are to beredeemed, the Company will give the Trustee written notice in the form of anOfficer’s Certificate not fewer than thirty-five (35) days (or such shorterperiod of time as may be reasonably acceptable to the Trustee) prior to theRedemption Date as to the aggregate principal amount of Notes to be redeemed.

(d) If less than all of the outstanding Notes are to be redeemed(pursuant to Section 3.01), the Trustee shall select the Notes or portionsthereof of the Global Note or the Notes in certificated form to be redeemed (inprincipal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis orby another method the Trustee deems fair and appropriate. If any Note selectedfor partial redemption is submitted for conversion in part after such selection,the portion of such Note submitted for conversion shall be deemed (so far as maybe possible) to be from the portion selected for redemption. The Notes (orportions thereof) so selected shall be deemed duly selected for redemption forall purposes hereof, notwithstanding that any such Note is submitted forconversion in part before the mailing of the Redemption Notice.

Upon any redemption of less than all of the outstanding Notes, theCompany and the Trustee may (but need not), solely for purposes of determiningthe pro rata allocation among such Notes as are unconverted and outstanding atthe time of redemption, treat as outstanding any Notes surrendered forconversion during the period of fifteen (15) days next preceding the

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mailing of a Redemption Notice and may (but need not) treat as outstanding anyNote authenticated and delivered during such period in exchange for theunconverted portion of any Note converted in part during such period.

SECTION 3.03. Payment of Notes Called for Redemption by the Company.If notice of redemption has been given as provided in Section 3.02, the Notes orportion of Notes with respect to which such notice has been given shall, unlessconverted into Common Stock pursuant to the terms hereof, become due and payableon the Redemption Date and at the place or places stated in such notice at theapplicable Redemption Price, and on and after the Redemption Date (unless theCompany shall default in the payment of such Notes at the Redemption Price)interest on the Notes or portion of Notes so called for redemption shall ceaseto accrue and, after the close of business on the second Business Dayimmediately preceding the Redemption Date (unless the Company shall default inthe payment of such Notes at the Redemption Price), such Notes shall cease to beconvertible into Common Stock and to be entitled to any benefit or securityunder this Indenture, and the holders thereof shall have no right in respect ofsuch Notes except the right to receive the Redemption Price thereof. Onpresentation and surrender of such Notes at a place of payment in said noticespecified, the said Notes or the specified portions thereof shall be paid andredeemed by the Company at the applicable Redemption Price; provided that if theapplicable Redemption Date is an Interest Payment Date, the interest payable onsuch Interest Payment Date shall be paid on such Interest Payment Date to theholders of record of such Notes on the applicable record date instead of theholders surrendering such Notes for redemption on such date.

Upon presentation of any Note redeemed in part only, the Companyshall execute and the Trustee shall authenticate and make available for deliveryto the holder thereof, at the expense of the Company, a new Note or Notes, ofauthorized denominations, in principal amount equal to the unredeemed portion ofthe Notes so presented.

Notwithstanding the foregoing, the Trustee shall not redeem anyNotes or mail any Redemption Notice during the continuance of a default inpayment of interest on the Notes. If any Note called for redemption shall not beso paid upon surrender thereof for redemption, the principal shall, until paidor duly provided for, continue to bear interest at the rate borne by the Note,compounded semiannually, and such Note shall remain convertible into CommonStock until the principal and interest shall have been paid or duly providedfor.

SECTION 3.04. Repurchase of Notes by the Company at Option ofHolders upon a Designated Event. (a) If a Designated Event shall occur at anytime prior to Stated Maturity, each holder shall have the right, at suchholder’s option, to require the Company to repurchase all of such holder’sNotes, or any portion thereof that is a multiple of $1,000 principal amount, onthe date specified in the Designated Event Repurchase Notice (the "DESIGNATEDEVENT REPURCHASE DATE"), which date shall be no more than thirty-five (35) daysafter the Designated Event Notice Date (as defined in paragraph (b) below),subject to extension to comply with applicable law. The Company shall repurchasesuch Notes at a price (the "DESIGNATED EVENT REPURCHASE PRICE") equal to 100% ofthe principal amount thereof plus any accrued and unpaid interest to butexcluding the Designated Event Repurchase Date plus, in the case of aFundamental Change that constitutes a Change of Control, the Make Whole Premium(if any); provided that if such Designated Event Repurchase Date falls on anInterest Payment

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Date, then the interest payable on such Interest Payment Date shall be paid tothe holders of record of the Notes on the applicable record date instead of theholders surrendering the Notes for repurchase on such date.

The Company’s obligation to repurchase all or a portion of aholder’s Notes under this Section 3.04 shall be satisfied if a third party makesthe offer to repurchase the Notes at the Designated Event Repurchase Price inthe manner and at the times and otherwise in compliance in all material respectswith the requirements set out in this Section 3.04, such third party purchasesall Notes properly tendered and not withdrawn and such third party complies withthe obligations of the Company in connection herewith.

(b) On or before the fifth (5th) Trading Day after the occurrence ofa Designated Event, the Company, or at its written request the Trustee in thename of and at the expense of the Company (which request must be received by theTrustee at least three (3) Business Days prior to the date the Trustee isrequested to give notice as described below, unless the Trustee shall agree to ashorter period), shall mail or cause to be mailed (the date of such mailing,"DESIGNATED EVENT NOTICE DATE"), by first class mail, a notice (the "DESIGNATEDEVENT REPURCHASE NOTICE") to each holder of record of Notes on such date at itslast address as the same appears on the Note Register of the occurrence of suchDesignated Event and of the repurchase right at the option of the holdersarising as a result thereof to each holder of Notes at its last address as thesame appears on the Note Register; provided that if the Company shall give suchnotice, it shall also give written notice of the Designated Event to the Trusteeand the Paying Agent at such time as it is mailed to Noteholders. Such notice,if mailed in the manner herein provided, shall be conclusively presumed to havebeen duly given, whether or not the holder receives such notice. Each DesignatedEvent Repurchase Notice shall state:

(i) the Designated Event Repurchase Price, excluding accrued and unpaid interest, the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of interest that will be payable with respect to the Notes on the Designated Event Repurchase Date;

(ii) the events causing the Designated Event and the date of the Designated Event;

(iii) the Designated Event Repurchase Date;

(iv) the last date on which a holder may exercise the repurchase right;

(v) the name and address of the Paying Agent and the Conversion Agent;

(vi) that Notes as to which a Designated Event Repurchase Election has been given by the holder may be converted only if the election has been withdrawn by the holder in accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 14.01;

(vii) that the holder shall have the right to withdraw any repurchase election (in whole or part) and any Notes surrendered prior to the close of business on the

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Business Day immediately preceding the Designated Event Repurchase Date (or any such later time as may be required by applicable law);

(viii) that Notes must be surrendered to the Paying Agent for cancelation to collect payment;

(ix) a description of the procedure which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered Notes;

(x) the CUSIP number or numbers of the Notes (if then generally in use); and

(xi) the Conversion Price and any adjustments thereto (including the Make Whole Premium, if any) and briefly, the conversion rights of the Notes and whether, at the time of such notice, the Notes are eligible for conversion.

In connection with providing the Designated Event Repurchase Notice,the Company shall publish a notice containing the information contained in suchDesignated Event Repurchase Notice in a newspaper of general circulation in TheCity of New York or publish the information on the Company’s website or throughsuch other public medium as the Company may use at that time.

No failure of the Company to give the foregoing notices and nodefect therein shall limit the Noteholders’ repurchase rights or affect thevalidity of the proceedings for the repurchase of the Notes pursuant to thisSection 3.04.

(c) Notes shall be repurchased pursuant to this Section 3.04 at theoption of the holder upon:

(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (a "DESIGNATED EVENT REPURCHASE ELECTION") in the form set forth on the reverse of the Note at any time prior to the close of business on the third Business Day immediately preceding the Designated Event Repurchase Date (subject to extension by applicable law) stating:

(a) if certificated, the certificate numbers of the Notes which the holder shall deliver to be repurchased;

(b) the portion of the principal amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and

(c) that such Notes shall be repurchased as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Notes and in the Indenture; and

(ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) simultaneously with or at any time after delivery of the Designated Event Repurchase Election (together with all necessary

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endorsements) at the office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan, such delivery or transfer being a condition to receipt by the holder of the Designated Event Repurchase Price therefor; provided that such Designated Event Repurchase Price shall be so paid pursuant to this Section 3.04 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Designated Event Repurchase Election. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error.

SECTION 3.05. Repurchase of Notes by the Company at Option ofHolders on Specified Dates. (a) On each of June 15, 2011, June 15, 2014, June15, 2019, June 15, 2024 and June 15, 2029 (each, a "COMPANY REPURCHASE DATE"),each holder shall have the right, at such holder’s option, to require theCompany to repurchase all of such holder’s Notes, or any portion thereof that isa multiple of $1,000 principal amount. The Company shall repurchase such Notesat a price (the "COMPANY REPURCHASE PRICE") equal to 100% of the principalamount thereof plus any accrued and unpaid interest to but excluding the CompanyRepurchase Date; provided that if such Company Repurchase Date falls on anInterest Payment Date, then the interest payable on such Interest Payment Dateshall be paid to the holders of record of the Notes on the applicable recorddate instead of the holders surrendering the Notes for repurchase on such date.

(b) On or before the twentieth (20th) Business Day prior to eachCompany Repurchase Date (the "COMPANY NOTICE DATE"), the Company, or at itswritten request the Trustee in the name of and at the expense of the Company(which request must be received by the Trustee at least three (3) Business Daysprior to the date the Trustee is requested to give notice as described below),unless the Trustee shall agree to a shorter period), shall mail or cause to bemailed, by first class mail, a notice (the "COMPANY REPURCHASE NOTICE") to eachholder of record of Notes on such date at its last address as the same appearson the Note Register; provided that if the Company shall give such notice, itshall also give written notice to the Trustee and the Paying Agent at such timeas it is mailed to Noteholders. Such notice, if mailed in the manner hereinprovided, shall be conclusively presumed to have been duly given, whether or notthe holder receives such notice. Each Company Repurchase Notice shall state:

(i) the Company Repurchase Price, excluding accrued and unpaid interest, the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of interest that will be payable with respect to the Notes on the Company Repurchase Date;

(ii) the Company Repurchase Date;

(iii) the last date on which a holder may exercise the repurchase right;

(iv) the name and address of the Paying Agent and the Conversion Agent;

(v) that Notes as to which a Company Repurchase Election has been given by the holder may be converted only if the election has been withdrawn by the holder in

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accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 14.01;

(vi) that the holder shall have the right to withdraw any Notes surrendered prior to the close of business on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law);

(vii) that Notes must be surrendered to the Paying Agent for cancellation to collect payment;

(viii) that the Company Repurchase Price for any Note as to which a Company Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Company Repurchase Date and the time of surrender of such Note as described in clause (v) above;

(ix) a description of the procedure which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered Notes;

(x) the CUSIP number or numbers of the Notes (if then generally in use); and

(xi) briefly, the conversion rights of the Notes and whether, at the time of such notice, the Notes are eligible for conversion.

On or prior to the Company Notice Date, the Company shall publish anotice containing substantially the same information that is required in theCompany Repurchase Notice in a newspaper of general circulation in The City ofNew York, or publish such information on the Company’s website or through suchother public medium as the Company may use at such time.

No failure of the Company to give the foregoing notices and nodefect therein shall limit the Noteholders’ repurchase rights or affect thevalidity of the proceedings for the repurchase of the Notes pursuant to thisSection 3.05.

(c) Notes shall be repurchased pursuant to this Section 3.05 at theoption of the holder upon:

(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a holder of a duly completed notice (a "COMPANY REPURCHASE ELECTION") in the form set forth on the reverse of the Note at any time from the opening of business on the twentieth (20th) Business Day preceding the Company Repurchase Date until the close of business on the third Business Day immediately preceding the Company Repurchase Date stating:

(1) if certificated, the certificate numbers of the Notes which the holder shall deliver to be repurchased;

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(2) the portion of the principal amount of the Notes that the holder shall deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and

(3) that such Notes shall be repurchased as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in this Indenture; and

(ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) simultaneously with or at any time after delivery of the Company Repurchase Election (together with all necessary endorsements) at the office of the Trustee (or other Paying Agent appointed by the Company) in the Borough of Manhattan, such delivery or transfer being a condition to receipt by the holder of the Company Repurchase Price therefore; provided that such Company Repurchase Price shall be so paid pursuant to this Section 3.05 only if the Notes so delivered or transferred to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase Election. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error.

SECTION 3.06. Company’s Manner of Payment of Repurchase Price. (a)The Notes to be repurchased by the Company on any Repurchase Date pursuant toSection 3.04 or Section 3.05, must be paid for in U.S. legal tender ("cash").

(b) At least three (3) Business Days before the date of anyRepurchase Notice, the Company shall deliver an Officer’s Certificate to theTrustee specifying:

(i) the information required to be included in the Repurchase Notice; and

(ii) whether the Company desires the Trustee to give the Repurchase Notice required.

SECTION 3.07. Conditions and Procedures for Repurchase at Option ofHolders. (a) The Company shall repurchase from the holder thereof, pursuant toSection 3.04 or Section 3.05, a portion of a Note, if the principal amount ofsuch portion is $1,000 or a whole multiple of $1,000. Provisions of thisIndenture that apply to the repurchase of all of a Note also apply to therepurchase of such portion of such Note. Upon presentation of any Noterepurchased in part only, the Company shall execute and the Trustee shallauthenticate and make available for delivery to the holder thereof, at theexpense of the Company, a new Note or Notes, of any authorized denomination, inaggregate principal amount equal to the portion of the Notes presented that isnot repurchased.

(b) On or prior to a Repurchase Date, the Company will deposit withthe Trustee or with one or more Paying Agents (or, if the Company is acting asits own Paying Agent, set aside, segregate and hold in trust as provided inSection 2.05) an amount of cash sufficient to repurchase on the Repurchase Dateall the Notes or portions thereof to be

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repurchased on such date at the Repurchase Price; provided that if such depositis made on the Repurchase Date, it must be received by the Trustee or PayingAgent, as the case may be, by 10:00 a.m., New York City time, on such date.

If the Trustee or other Paying Agent appointed by the Company, orthe Company or an Affiliate of the Company, if it or such Affiliate is acting asthe Paying Agent, holds cash sufficient to pay the aggregate Repurchase Price ofall the Notes or portions thereof that are to be repurchased as of theRepurchase Date, on the Business Day following the Repurchase Date, (i) suchNotes will cease to be outstanding, (ii) interest on such Notes will cease toaccrue and (iii) all other rights of the holders of such Notes will terminate,whether or not book-entry transfer of the Notes has been made or the Notes havebeen delivered to the Trustee or Paying Agent, other than the right to receivethe Repurchase Price upon delivery of the Notes.

(c) Upon receipt by the Trustee (or other Paying Agent appointed bythe Company) of a Repurchase Election, the holder of the Note in respect ofwhich such Repurchase Election was given shall (unless such notice is validlywithdrawn) thereafter be entitled to receive solely the Repurchase Price withrespect to such Note. Such Repurchase Price shall be paid to such holder,subject to receipt of funds and/or Notes by the Trustee (or other Paying Agentappointed by the Company), promptly (but in no event more than five (5) BusinessDays) following the later of (x) the Repurchase Date with respect to such Note(provided that the holder has satisfied the conditions in Section 3.04(c) orSection 3.05, applicable) and (y) the time of delivery of such Note to theTrustee (or other Paying Agent appointed by the Company) by the holder thereofin the manner required by Section 3.04(c) or Section 3.05(c), as applicable.Notes in respect of which a Repurchase Election has been given by the holderthereof may not be converted pursuant to Article 14 hereof on or after the dateof the delivery of such Repurchase Election unless such notice has first beenvalidly withdrawn.

(d) Notwithstanding anything herein to the contrary, any holderdelivering to the office of the Trustee (or other Paying Agent appointed by theCompany) a Repurchase Election shall have the right to withdraw such election atany time prior to the close of business on the Business Day preceding theRepurchase Date (or any such later time as may be required by applicable law) bydelivery of a written notice of withdrawal to the Trustee (or other Paying Agentappointed by the Company) specifying:

(i) the certificate number, if any, of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note,

(ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and

(iii) the principal amount, if any, of such Note which remains subject to the original Repurchase Election and which has been or will be delivered for repurchase by the Company.

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The Trustee (or other Paying Agent appointed by the Company) shallpromptly notify the Company of the receipt by it of any Repurchase Election orwritten notice of withdrawal thereof.

(e) The Company will comply with the provisions of Rule 13e-4 andany other tender offer rules under the Exchange Act to the extent thenapplicable in connection with the repurchase rights of the holders of Notes inthe event of a Designated Event or on any Company Repurchase Date. If thenrequired by applicable law, the Company will file a Schedule TO or any otherschedule required in connection with such repurchase.

(f) There shall be no repurchase of any Notes pursuant to Section3.04 or Section 3.05 if there has occurred at any time prior to, and iscontinuing on, the Repurchase Date an Event of Default (other than an Event ofDefault that is cured by the payment of the Repurchase Price with respect tosuch Notes). The Paying Agent will promptly return to the respective holdersthereof any Notes (x) with respect to which a Repurchase Election has beenwithdrawn in compliance with this Indenture or (y) held by it during thecontinuance of an Event of Default (other than a default in the payment of theRepurchase Price with respect to such Notes) in which case, upon such return,the Repurchase Election with respect thereto shall be deemed to have beenwithdrawn.

(g) The Trustee (or other Paying Agent appointed by the Company)shall return to the Company any cash that remains unclaimed as provided inSection 12.03, for the payment of the Repurchase Price; provided that, to theextent that the aggregate amount of cash deposited by the Company pursuant toSection 3.07(b) exceeds the aggregate Repurchase Price of the Notes or portionsthereof which the Company is obligated to purchase as of the Repurchase Date,then, unless otherwise agreed in writing with the Company, promptly after theBusiness Day following the Repurchase Date, the Trustee shall return any suchexcess to the Company.

(h) In the case of a reclassification, change, consolidation,merger, combination, sale or conveyance to which Section 14.06 applies, in whichthe Common Stock of the Company is changed or exchanged as a result into theright to receive stock, securities or other property or assets (including cash),which includes shares of Common Stock of the Company or shares of common stockof another Person that are, or upon issuance will be, traded on a United Statesnational securities exchange or approved for trading on an established automatedover-the-counter trading market in the United States and such shares constituteat the time such change or exchange becomes effective in excess of 50% of theaggregate fair market value of such stock, securities or other property orassets (including cash) (as determined by the Company, which determination shallbe conclusive and binding), then the Person formed by such consolidation orresulting from such merger or which acquires such assets, as the case may be,shall execute and deliver to the Trustee a supplemental indenture (accompaniedby an Opinion of Counsel that such supplemental indenture complies with theTrust Indenture Act as in force at the date of execution of such supplementalindenture) modifying the provisions of this Indenture relating to the right ofholders of the Notes to cause the Company to repurchase the Notes following aDesignated Event, including, without limitation, the applicable provisions ofthis Article 3 and the definitions of Common Stock, Designated Event andFundamental Change, as appropriate, as determined in good faith by the Company(which determination shall be

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conclusive and binding), to make such provisions apply to such other Person ifdifferent from the Company and the common stock issued by such Person (in lieuof the Company and the Common Stock of the Company).

ARTICLE 4 COVENANTS OF THE COMPANY

SECTION 4.01. Payment of Principal and Interest. The Companycovenants and agrees that it will duly and punctually pay or cause to be paidthe principal of (including any Redemption Price or Repurchase Price pursuant toArticle 3) and any premium and interest on each of the Notes at the places, atthe respective times and in the manner provided herein and in the Notes.Principal of (including any Redemption Price or Repurchase Price) and thepremium (if any) and interest on each Note shall be considered paid on the datedue if the Paying Agent, if other than the Company or a Wholly Owned Subsidiary,holds as of 10:00 a.m., New York City time, on the due date money deposited byor on behalf of the Company in immediately available funds and designated forand sufficient to pay all such principal and interest. The Company shall payinterest on overdue principal at the rate specified in the Notes, and shall payinterest on overdue installments of interest at the same rate, to the extentlawful.

SECTION 4.02. Maintenance of Office or Agency. The Company willmaintain an office or agency in the Borough of Manhattan, The City of New York,where the Notes may be surrendered for registration of transfer or exchange orfor presentation for payment or for conversion, redemption or repurchase andwhere notices and demands to or upon the Company in respect of the Notes andthis Indenture may be served. The Company will give prompt written notice to theTrustee of the location, and any change in the location, of such office oragency not designated or appointed by the Trustee. If at any time the Companyshall fail to maintain any such required office or agency or shall fail tofurnish the Trustee with the address thereof, such presentations, surrenders,notices and demands may be made or served at the office of the Trustee in theBorough of Manhattan, The City of New York, which office shall be located at theoffice of The Depository Trust Company.

The Company may also from time to time designate co-registrars andone or more offices or agencies where the Notes may be presented or surrenderedfor any or all such purposes and may from time to time rescind suchdesignations. The Company will give prompt written notice of any suchdesignation or rescission and of any change in the location of any such otheroffice or agency.

The Company hereby initially designates the Trustee as Paying Agent,Note Registrar, Custodian and Conversion Agent, and each of the Corporate TrustOffice and the office or agency of the Trustee in the Borough of Manhattan shallbe considered as one such office or agency of the Company for each of theaforesaid purposes.

So long as the Trustee is the Note Registrar, the Trustee agrees tomail, or cause to be mailed, the notices set forth in Section 7.08(a) and inSection 7.08(c). If co-registrars have been appointed in accordance with thisSection, the Trustee shall mail such notices only to the Company and the holdersof Notes it can identify from its records.

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SECTION 4.03. Existence. Subject to Article 11, the Company will door cause to be done all things necessary to preserve and keep in full force andeffect its corporate existence and rights (charter and statutory); provided thatthe Company shall not be required to preserve any such right if the Companyshall determine that the preservation thereof is no longer desirable in theconduct of the business of the Company and that the loss thereof is not adversein any material respect to the Noteholders.

SECTION 4.04. Rule 144A Information Requirement. Within the periodprior to the expiration of the holding period applicable to sales thereof underRule 144(k) under the Securities Act (or any successor provision), the Companycovenants and agrees that it shall, during any period in which it is not subjectto Section 13 or 15(d) under the Exchange Act, make available to any holder orbeneficial holder of Notes or any Common Stock issued upon conversion thereofwhich continue to be Restricted Securities in connection with any sale thereofand any prospective purchaser of Notes or such Common Stock designated by suchholder or beneficial holder, the information required pursuant to Rule144A(d)(4) under the Securities Act upon the request of any holder or beneficialholder of the Notes or such Common Stock and it will take such further action asany holder or beneficial holder of such Notes or such Common Stock mayreasonably request, all to the extent required from time to time to enable suchholder or beneficial holder to sell its Notes or Common Stock withoutregistration under the Securities Act within the limitation of the exemptionprovided by Rule 144A, as such Rule may be amended from time to time.

SECTION 4.05. Stay, Extension and Usury Laws. The Company covenants(to the extent that it may lawfully do so) that it shall not at any time insistupon, plead, or in any manner whatsoever claim or take the benefit or advantageof, any stay, extension or usury law or other law which would prohibit orforgive the Company from paying all or any portion of the principal of orinterest on the Notes as contemplated herein, wherever enacted, now or at anytime hereafter in force, or which may affect the covenants or the performance ofthis Indenture and the Company (to the extent it may lawfully do so) herebyexpressly waives all benefit or advantage of any such law, and covenants that itwill not, by resort to any such law, hinder, delay or impede the execution ofany power herein granted to the Trustee, but will suffer and permit theexecution of every such power as though no such law had been enacted.

SECTION 4.06. Compliance Certificate. The Company shall deliver tothe Trustee, within one hundred twenty (120) days after the end of each fiscalyear of the Company (which fiscal year of the Company is presently the 12calendar months ending December 31), a certificate signed by either theprincipal executive officer, principal financial officer, principal accountingofficer or treasurer of the Company, stating whether or not, to the bestknowledge of the signer thereof, the Company is in default in the performanceand observance of any of the terms, provisions and conditions of this Indenture(without regard to any period of grace or requirement of notice providedhereunder) and, if the Company shall be in default, specifying all such defaultsand the nature and the status thereof of which the signer may have knowledge.

The Company will deliver to the Trustee, promptly upon becomingaware of (i) any default in the performance or observance of any covenant,agreement or condition contained in this Indenture, or (ii) any Event ofDefault, an Officer’s Certificate specifying with

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particularity such default or Event of Default and further stating what actionthe Company has taken, is taking or proposes to take with respect thereto.

Any notice required to be given under this Section 4.06 shall bedelivered to a Trust Officer of the Trustee at its Corporate Trust Office.

SECTION 4.07. Liquidated Damages Notice. (a) In the event that theCompany is required to pay Liquidated Damages to holders of Notes pursuant tothe Registration Rights Agreement, the Company will provide written notice("LIQUIDATED DAMAGES NOTICE") to the Trustee of its obligation to pay LiquidatedDamages no later than fifteen (15) days prior to the proposed payment date forthe Liquidated Damages, and the Liquidated Damages Notice shall set forth theamount of Liquidated Damages to be paid by the Company on such payment date. TheTrustee shall not at any time be under any duty or responsibility to any holderof Notes to determine the Liquidated Damages, or with respect to the nature,extent or calculation of the amount of Liquidated Damages when made, or withrespect to the method employed in such calculation of the Liquidated Damages.

ARTICLE 5 REPORTS BY THE COMPANY

SECTION 5.01. Reports by the Company. The Company shall file withthe Trustee (and the Commission if at any time after the Indenture becomesqualified under the Trust Indenture Act), and transmit to holders of Notes, suchinformation, documents and other reports and such summaries thereof, as may berequired pursuant to the Trust Indenture Act at the times and in the mannerprovided pursuant to such Act, whether or not the Notes are governed by suchAct; provided that any such information, documents or reports required to befiled with the Commission pursuant to Section 13 or 15(d) of the Exchange Actshall be filed with the Trustee within fifteen (15) days after the same is sorequired to be filed with the Commission. Delivery of such reports, informationand documents to the Trustee is for informational purposes only and theTrustee’s receipt of such shall not constitute constructive notice of anyinformation contained therein or determinable from information containedtherein, including the Company’s compliance with any of its covenants hereunder(as to which the Trustee is entitled to rely exclusively on an Officer’sCertificate).

ARTICLE 6 REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

SECTION 6.01. Events of Default. In case one or more of thefollowing events (each, an "EVENT OF DEFAULT") (whatever the reason for suchEvent of Default and whether it shall be voluntary or involuntary or be effectedby operation of law or pursuant to any judgment, decree or order of any court orany order, rule or regulation of any administrative or governmental body) shallhave occurred and be continuing:

(a) default in the payment of any installment of interest upon anyof the Notes as and when the same shall become due and payable, and continuanceof such default for a period of thirty (30) days; or

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(b) default in the payment of the principal of, or premium (if any)on, any of the Notes as and when the same shall become due and payable either atmaturity or in connection with any redemption or repurchase, in each casepursuant to Article 3, by acceleration or otherwise; or

(c) default in the Company’s obligation to convert the Notes uponthe exercise of a holder’s rights pursuant to Article 14 and that defaultcontinues for 10 days or more; or

(d) failure to provide notice of the right to require the Company torepurchase the Notes following the occurrence of a Designated Event within thetime required by Section 3.04 to give such notice; or

(e) failure on the part of the Company to comply with or observe inany material respect any other covenant or agreement on the part of the Companyin the Notes or in this Indenture (other than a covenant, warrant or agreement adefault in whose performance or whose breach is elsewhere in this Section 6.01specifically dealt with) continued for a period of sixty (60) days after thedate on which written notice of such failure, requiring the Company to remedythe same, shall have been given to the Company by the Trustee, or to the Companyand a Trust Officer of the Trustee by the holders of at least 25% in aggregateprincipal amount of the Notes at the time outstanding determined in accordancewith Section 8.04; or

(f) failure by the Company or any Significant Subsidiary to pay anyindebtedness (other than indebtedness owing to the Company or a SignificantSubsidiary) within any applicable grace period after final maturity or theacceleration of any such Indebtedness by the holders thereof because of adefault if the total amount of such indebtedness unpaid or accelerated exceeds$50.0 million or its foreign currency equivalent; or

(g) the rendering of any final nonappealable judgment or decree (notcovered by insurance) for the payment of money in excess of $50.0 million or itsforeign currency equivalent (treating any deductibles, self-insurance orretention as not so covered) against the Company or a Significant Subsidiary ifsuch final judgment or decree remains outstanding and is not satisfied,discharged or waived within a period of 60 days following such judgment; or

(h) the Company or any of its Significant Subsidiaries shallcommence a voluntary case or other proceeding seeking liquidation,reorganization or other relief with respect to the Company or any of itsSignificant Subsidiaries or its debts under any bankruptcy, insolvency or othersimilar law now or hereafter in effect or seeking the appointment of a trustee,receiver, liquidator, custodian or other similar official of the Company or anyof its Significant Subsidiaries or any substantial part of the property of theCompany or any of its Significant Subsidiaries, or shall consent to any suchrelief or to the appointment of or taking possession by any such official in aninvoluntary case or other proceeding commenced against the Company or any of itsSignificant Subsidiaries, or shall make a general assignment for the benefit ofcreditors, or shall fail generally to pay its debts as they become due; or

(i) an involuntary case or other proceeding shall be commencedagainst the Company or any of its Significant Subsidiaries seeking liquidation,reorganization or other relief

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with respect to the Company or any of its Significant Subsidiaries or its debtsunder any bankruptcy, insolvency or other similar law now or hereafter in effector seeking the appointment of a trustee, receiver, liquidator, custodian orother similar official of the Company or any of its Significant Subsidiaries, orany substantial part of the property of the Company, and such involuntary caseor other proceeding remains undismissed or unstayed and in effect for a periodof sixty (60) consecutive days;

then, and in each and every such case (other than an Event of Default specifiedin Section 6.01(h) or 6.01(i)), unless the principal of all of the Notes shallhave already become due and payable, either the Trustee or the holders of notless than 25% in aggregate principal amount of the Notes then outstandinghereunder determined in accordance with Section 8.04, by notice in writing tothe Company (and to the Trustee if given by Noteholders), may declare theprincipal of all the Notes and the interest accrued thereon to be due andpayable immediately, and upon any such declaration the same shall become andshall be immediately due and payable, anything in this Indenture or in the Notescontained to the contrary notwithstanding. If an Event of Default specified inSection 6.01(h) or 6.01(i) occurs, the principal of all the Notes and theinterest accrued thereon shall be immediately and automatically due and payablewithout necessity of further action. This provision, however, is subject to theconditions that if, at any time after the principal of the Notes and theinterest accrued thereon shall have been so declared due and payable, and beforeany judgment or decree for the payment of the monies due shall have beenobtained or entered as hereinafter provided, the Company shall pay or shalldeposit with the Trustee a sum sufficient to pay all matured installments ofinterest upon all Notes and the principal of any and all Notes which shall havebecome due otherwise than by acceleration (with interest on overdue installmentsof interest (to the extent that payment of such interest is enforceable underapplicable law) and on such principal at the rate borne by the Notes plus 1%, tothe date of such payment or deposit) and amounts due to the Trustee pursuant toSection 7.07, and if any and all defaults under this Indenture, other than thenonpayment of principal of and accrued interest on Notes which shall have becomedue by acceleration, shall have been cured or waived pursuant to Section 6.07,then and in every such case the holders of a majority in aggregate principalamount of the Notes then outstanding hereunder determined in accordance withSection 8.04, by written notice to the Company and to the Trustee, may waive alldefaults or Events of Default and rescind and annul such declaration and itsconsequences; but no such waiver or rescission and annulment shall extend to orshall affect any subsequent default or Event of Default, or shall impair anyright consequent thereon. The Company shall notify in writing a Trust Officer ofthe Trustee, promptly upon becoming aware thereof, of any Event of Default.

An Event of Default under Section 6.01(f) or Section 6.01(g) willnot constitute an Event of Default until the Trustee notifies the Company or theHolders of not less than 25% in aggregate principal amount of the Notes thenoutstanding hereunder notify the Company and the Trustee of the Event of Defaultand the Company does not cure such default within the time specified in Section6.01(f) or Section 6.01(g) after receipt of such notice.

In case the Trustee shall have proceeded to enforce any right underthis Indenture and such proceedings shall have been discontinued or abandonedbecause of such waiver or rescission and annulment or for any other reason orshall have been determined adversely to the Trustee, then and in every such casethe Company, the holders of Notes, and the Trustee shall be

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restored respectively to their several positions and rights hereunder, and allrights, remedies and powers of the Company, the holders of Notes, and theTrustee shall continue as though no such proceeding had been taken.

SECTION 6.02. Payments of Notes on Default; Suit Therefor. TheCompany covenants that (a) in case default shall be made in the payment of anyinstallment of interest upon any of the Notes as and when the same shall becomedue and payable, and such default shall have continued for a period of thirty(30) days, or (b) in case default shall be made in the payment of the principalof any of the Notes as and when the same shall have become due and payable,whether at maturity of the Notes or in connection with any redemption,repurchase, acceleration, declaration or otherwise, then, upon demand of theTrustee, the Company will pay to the Trustee, for the benefit of the holders ofthe Notes, the whole amount that then shall have become due and payable on allsuch Notes for principal or interest, as the case may be, with interest upon theoverdue principal and (to the extent that payment of such interest isenforceable under applicable law) upon the overdue installments of interest atthe rate borne by the Notes, and, in addition thereto, such further amount asshall be sufficient to cover the costs and expenses of collection, includingreasonable compensation to the Trustee, its agents, attorneys and counsel, andall other amounts due the Trustee under Section 7.07. Until such demand by theTrustee, the Company may pay the principal of and interest, on the Notes to theregistered holders, whether or not the Notes are overdue.

In case the Company shall fail forthwith to pay such amounts uponsuch demand, the Trustee, in its own name and as trustee of an express trust,shall be entitled and empowered to institute any actions or proceedings at lawor in equity for the collection of the sums so due and unpaid, and may prosecuteany such action or proceeding to judgment or final decree, and may enforce anysuch judgment or final decree against the Company or any other obligor on theNotes and collect in the manner provided by law out of the property of theCompany or any other obligor on the Notes wherever situated the monies adjudgedor decreed to be payable.

In case there shall be pending proceedings for the bankruptcy or forthe reorganization of the Company or any other obligor on the Notes under Title11 of the United States Code, or any other applicable law, or in case areceiver, assignee or trustee in bankruptcy or reorganization, liquidator,sequestrator or similar official shall have been appointed for or takenpossession of the Company or such other obligor, the property of the Company orsuch other obligor, or in the case of any other judicial proceedings relative tothe Company or such other obligor upon the Notes, or to the creditors orproperty of the Company or such other obligor, the Trustee, irrespective ofwhether the principal of the Notes shall then be due and payable as thereinexpressed or by declaration or otherwise and irrespective of whether the Trusteeshall have made any demand pursuant to the provisions of this Section 6.02,shall be entitled and empowered, by intervention in such proceedings orotherwise, to file and prove a claim or claims for the whole amount of principaland interest owing and unpaid in respect of the Notes, and, in case of anyjudicial proceedings, to file such proofs of claim and other papers or documentsas may be necessary or advisable in order to have the claims of the Trustee andof the Noteholders allowed in such judicial proceedings relative to the Companyor any other obligor on the Notes, its or their creditors, or its or theirproperty, and to collect and receive any monies or other property payable ordeliverable on any such claims, and to distribute the same after the deductionof any amounts due the Trustee under Section 7.07, and to take any other actionwith

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respect to such claims, including participating as a member of any officialcommittee of creditors, as it reasonably deems necessary or advisable, and,unless prohibited by law or applicable regulations, and any receiver, assigneeor trustee in bankruptcy or reorganization, liquidator, custodian or similarofficial is hereby authorized by each of the Noteholders to make such paymentsto the Trustee, and, in the event that the Trustee shall consent to the makingof such payments directly to the Noteholders, to pay to the Trustee any amountdue it for reasonable compensation, expenses, advances and disbursements,including counsel fees and expenses incurred by it up to the date of suchdistribution. To the extent that such payment of reasonable compensation,expenses, advances and disbursements out of the estate in any such proceedingsshall be denied for any reason, payment of the same shall be secured by a Lienon, and shall be paid out of, any and all distributions, dividends, monies,securities and other property which the holders of the Notes may be entitled toreceive in such proceedings, whether in liquidation or under any plan ofreorganization or arrangement or otherwise.

All rights of action and of asserting claims under this Indenture,or under any of the Notes, may be enforced by the Trustee without the possessionof any of the Notes, or the production thereof at any trial or other proceedingrelative thereto, and any such suit or proceeding instituted by the Trusteeshall be brought in its own name as trustee of an express trust, and anyrecovery of judgment shall, after provision for the payment of the reasonablecompensation, expenses, disbursements and advances of the Trustee, its agentsand counsel, be for the ratable benefit of the holders of the Notes.

In any proceedings brought by the Trustee (and in any proceedingsinvolving the interpretation of any provision of this Indenture to which theTrustee shall be a party), the Trustee shall be held to represent all theholders of the Notes, and it shall not be necessary to make any holders of theNotes parties to any such proceedings.

SECTION 6.03. Application of Monies Collected by Trustee. Any moniesand property collected by the Trustee pursuant to this Article 6 shall beapplied in the order following, at the date or dates fixed by the Trustee forthe distribution of such monies and property, upon presentation of the severalNotes, and stamping thereon the payment, if only partially paid, and uponsurrender thereof, if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 7.07;

SECOND: In case the principal of the outstanding Notes shall not have become due and be unpaid, to the payment of interest on the Notes in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the rate borne by the Notes, such payments to be made ratably to the Persons entitled thereto;

THIRD: In case the principal of the outstanding Notes shall have become due, by declaration or otherwise, and be unpaid, to the payment of the whole amount then owing and unpaid upon the Notes for principal, interest with interest on the overdue principal and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the rate borne by the Notes, and in case such monies

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shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment of such principal, interest without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest or of any Note over any other Note, ratably to the aggregate of such principal and accrued and unpaid interest; and

FOURTH: To the payment of the remainder, if any, to the Company or as a court of competent jurisdiction shall direct in writing.

SECTION 6.04. Proceedings by Noteholder. No holder of any Note shallhave any right by virtue of or by reference to any provision of this Indentureto institute any suit, action or proceeding in equity or at law upon or under orwith respect to this Indenture, or for the appointment of a receiver, trustee,liquidator, custodian or other similar official, or for any other remedyhereunder, unless such holder previously shall have given to the Trustee writtennotice of an Event of Default and of the continuance thereof, as hereinbeforeprovided, and unless also the holders of not less than 25% in aggregateprincipal amount of the Notes then outstanding hereunder determined inaccordance with Section 8.04 shall have made written request upon the Trustee toinstitute such action, suit or proceeding in its own name as Trustee hereunderand shall have offered to the Trustee such reasonable security or indemnitysatisfactory to the Trustee as it may require against the costs, expenses andliabilities to be incurred therein or thereby, and the Trustee for sixty (60)days after its receipt of such notice, request and offer of reasonableindemnity, shall have neglected or refused to institute any such action, suit orproceeding and no direction inconsistent with such written request shall havebeen given to the Trustee pursuant to Section 6.07; it being understood andintended, and being expressly covenanted by the taker and holder of every Notewith every other taker and holder and the Trustee, that no one or more holdersof Notes shall have any right in any manner whatever by virtue of or byreference to any provision of this Indenture to affect, disturb or prejudice therights of any other holder of Notes, or to obtain or seek to obtain priorityover or preference to any other such holder, or to enforce any right under thisIndenture, except in the manner herein provided and for the equal, ratable andcommon benefit of all holders of Notes (except as otherwise provided herein).For the protection and enforcement of this Section 6.04, each and everyNoteholder and the Trustee shall be entitled to such relief as can be giveneither at law or in equity.

Notwithstanding any other provision of this Indenture and anyprovision of any Note, the right of any holder of any Note to receive payment ofthe principal of (including any Redemption Price or Repurchase Price pursuant toArticle 3 and any Make Whole Premium pursuant to Article 15) and accruedinterest on such Note on or after the respective due dates expressed in suchNote, or to institute suit for the enforcement of any such payment on or aftersuch respective dates against the Company, shall not be impaired or affectedwithout the consent of such holder.

Anything in this Indenture or the Notes to the contrarynotwithstanding, the holder of any Note, without the consent of either theTrustee or the holder of any other Note, on its own behalf and for its ownbenefit, may enforce, and may institute and maintain any proceeding suitable toenforce, its rights of conversion as provided herein.

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SECTION 6.05. Proceedings by Trustee. In case of an Event ofDefault, the Trustee may, in its discretion, proceed to protect and enforce therights vested in it by this Indenture by such appropriate judicial proceedingsas are necessary to protect and enforce any of such rights, either by suit inequity or by action at law or by proceeding in bankruptcy or otherwise, whetherfor the specific enforcement of any covenant or agreement contained in thisIndenture or in aid of the exercise of any power granted in this Indenture, orto enforce any other legal or equitable right vested in the Trustee by thisIndenture or by law.

SECTION 6.06. Remedies Cumulative and Continuing. Except as providedin Section 2.08, all powers and remedies given by this Article 6 to the Trusteeor to the Noteholders shall, to the extent permitted by law, be deemedcumulative and not exclusive of any thereof or of any other powers and remediesavailable to the Trustee or the holders of the Notes, by judicial proceedings orotherwise, to enforce the performance or observance of the covenants andagreements contained in this Indenture, and no delay or omission of the Trusteeor of any holder of any of the Notes to exercise any right or power accruingupon any default or Event of Default occurring and continuing as aforesaid shallimpair any such right or power, or shall be construed to be a waiver of any suchdefault or any acquiescence therein, and, subject to the provisions of Section6.04, every power and remedy given by this Article 6 or by law to the Trustee orto the Noteholders may be exercised from time to time, and as often as shall bedeemed expedient, by the Trustee or by the Noteholders.

SECTION 6.07. Direction of Proceedings and Waiver of Defaults byMajority of Noteholders. The holders of a majority in aggregate principal amountof the Notes at the time outstanding determined in accordance with Section 8.04shall have the right to direct the time, method and place of conducting anyproceeding for any remedy available to the Trustee or exercising any trust orpower conferred on the Trustee; provided that (a) such direction shall not be inconflict with any rule of law or with this Indenture, (b) the Trustee may takeany other action which is not inconsistent with such direction and (c) theTrustee may decline to take any action that would benefit some Noteholders tothe detriment of other Noteholders. The holders of a majority in aggregateprincipal amount of the Notes at the time outstanding determined in accordancewith Section 8.04 may, on behalf of the holders of all of the Notes, waive anyexisting or past default or Event of Default hereunder and its consequences,except (i) a default in the payment of interest or premium (if any) on, or theprincipal of, the Notes, (ii) a failure by the Company to convert any Notes intoCommon Stock, (iii) a default in the payment of the Redemption Price pursuant toSection 3.03, (iv) a default in the payment of the Designated Event RepurchasePrice pursuant to Section 3.04 or Company Repurchase Price pursuant to Section3.05 or (v) a default in respect of a covenant or provisions hereof which underArticle 10 cannot be modified or amended without the consent of the holders ofeach or all Notes then outstanding or affected thereby. Upon any such waiver,the Company, the Trustee and the holders of the Notes shall be restored to theirformer positions and rights hereunder; but no such waiver shall extend to anysubsequent or other default or Event of Default or impair any right consequentthereon. Whenever any default or Event of Default hereunder shall have beenwaived as permitted by this Section 6.07, said default or Event of Default shallfor all purposes of the Notes and this Indenture be deemed to have been curedand to be not continuing; but no such waiver shall extend to any subsequent orother default or Event of Default or impair any right consequent thereon.

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SECTION 6.08. Notice of Defaults. The Trustee shall, within theearlier of ninety (90) days after a Default occurs or thirty (30) days after aTrust Officer of the Trustee has knowledge of the occurrence of a Default, mailto all Noteholders, as the names and addresses of such holders appear upon theNote Register, notice of all Defaults known to a Trust Officer, unless suchDefaults shall have been cured or waived before the giving of such notice;provided that except in the case of Default in the payment of the principal ofor interest on any of the Notes, the Trustee shall be protected in withholdingsuch notice if and so long as a trust committee of directors and/or TrustOfficers of the Trustee in good faith determine that the withholding of suchnotice is in the interests of the Noteholders.

SECTION 6.09. Undertaking to Pay Costs. All parties to thisIndenture agree, and each holder of any Note by its acceptance thereof shall bedeemed to have agreed, that any court may, in its discretion, require, in anysuit for the enforcement of any right or remedy under this Indenture, or in anysuit against the Trustee for any action taken or omitted by it as Trustee, thefiling by any party litigant in such suit of an undertaking to pay the costs ofsuch suit and that such court may in its discretion assess reasonable costs,including reasonable attorneys’ fees and expenses, against any party litigant insuch suit, having due regard to the merits and good faith of the claims ordefenses made by such party litigant; provided that the provisions of thisSection 6.09 (to the extent permitted by law) shall not apply to any suitinstituted by the Trustee, to any suit instituted by any Noteholder, or group ofNoteholders, holding in the aggregate more than ten percent in principal amountof the Notes at the time outstanding determined in accordance with Section 8.04,or to any suit instituted by any Noteholder for the enforcement of the paymentof the principal of or interest on any Note on or after the due date expressedin such Note or to any suit for the enforcement of the right to convert any Notein accordance with the provisions of Article 14.

ARTICLE 7 THE TRUSTEE

SECTION 7.01. Duties of Trustee. (a) If an Event of Default hasoccurred and is continuing, the Trustee shall exercise the rights and powersvested in it by this Indenture and use the same degree of care and skill intheir exercise as a prudent person would exercise or use under the circumstancesin the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions specifically required by any provision hereof to be furnished to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture

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(but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liability for its ownnegligent action, its own negligent failure to act or its own willfulmisconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.07; and

(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) Every provision of this Indenture that in any way relates to theTrustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any moneyreceived by it except as the Trustee may agree in writing with the Company.

(f) Money held in trust by the Trustee need not be segregated fromother funds except to the extent required by law.

(g) Every provision of this Indenture relating to the conduct oraffecting the liability of or affording protection to the Trustee shall besubject to the provisions of this Section and to the provisions of the TrustIndenture Act.

SECTION 7.02. Rights of Trustee. (a) The Trustee may conclusivelyrely and shall be protected in acting or refraining from acting on any documentbelieved by it to be genuine and to have been signed or presented by the properperson. The Trustee need not investigate any fact or matter stated in any suchdocument.

(b) Before the Trustee acts or refrains from acting, it may requirean Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall notbe liable for any action it takes or omits to take in good faith in reliance onthe Officer’s Certificate or Opinion of Counsel.

(c) The Trustee may act through agents and shall not be responsiblefor the misconduct or negligence of any agent appointed with due care.

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(d) The Trustee shall not be liable for any action it takes or omitsto take in good faith which it believes to be authorized or within its rights orpowers; provided, however, that the Trustee’s conduct does not constitute wilfulmisconduct or negligence.

(e) The Trustee may consult with counsel of its selection, and theadvice or opinion of counsel with respect to legal matters relating to thisIndenture and the Notes shall be full and complete authorization and protectionfrom liability in respect of any action taken, omitted or suffered by ithereunder in good faith and in accordance with the advice or opinion of suchcounsel.

(f) The Trustee shall not be bound to make any investigation intothe facts or matters stated in any resolution, certificate, statement,instrument, opinion, report, notice, request, consent, order, approval, bond,debenture, note or other paper or document unless requested in writing to do soby the holders of not less than a majority in principal amount of the Notes atthe time outstanding, but the Trustee, in its discretion, may make such furtherinquiry or investigation into such facts or matters as it may see fit, and, ifthe Trustee shall determine to make such further inquiry or investigation, itshall be entitled to examine the books, records and premises of the Company,personally or by agent or attorney at the sole cost of the Company and shallincur no liability or additional liability of any kind by reason of such inquiryor investigation.

(g) The Trustee shall be under no obligation to exercise any of therights or powers vested in it by this Indenture at the request or direction ofany of the holders pursuant to this Indenture, unless such holders shall haveoffered to the Trustee security or indemnity satisfactory to the Trustee againstthe costs, expenses and liabilities which might be incurred by it in compliancewith such request or direction.

(h) The Trustee shall not be deemed to have notice of any Default orEvent of Default unless a Trust Officer of the Trustee has actual knowledgethereof or unless written notice of any event which is in fact such a default isreceived by the Trustee at the Corporate Trust Office of the Trustee, and suchnotice references the Notes and this Indenture.

(i) The rights, privileges, protections, immunities and benefitsgiven to the Trustee, including, without limitation, its right to beindemnified, are extended to, and shall be enforceable by, the Trustee in eachof its capacities hereunder, and each agent, custodian and other Person employedto act hereunder.

(j) The Trustee may request that the Company deliver an Officer’sCertificate setting forth the names of individuals and/or titles of officersauthorized at such time to take specified actions pursuant to this Indenture,which Officer’s Certificate may be signed by any Person authorized to sign anOfficer’s Certificate, including any Person specified as so authorized in anysuch certificate previously delivered and not superseded.

SECTION 7.03. Individual Rights of Trustee. The Trustee in itsindividual or any other capacity may become the owner or pledgee of Notes andmay otherwise deal with the Company or its Affiliates with the same rights itwould have if it were not Trustee. Any

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Paying Agent or Registrar may do the same with like rights. However, the Trusteemust comply with Sections 7.10 and 7.11.

SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not beresponsible for and makes no representation as to the validity or adequacy ofthis Indenture or the Notes, it shall not be accountable for the Company’s useof the proceeds from the Notes, and it shall not be responsible for anystatement of the Company in this Indenture or in any document issued inconnection with the sale of the Notes or in the Notes other than the Trustee’scertificate of authentication.

SECTION 7.05. Notice of Defaults. If a Default occurs and iscontinuing and if it is known to the Trustee, the Trustee shall mail to eachholder notice of the Default within the earlier of 90 days after it occurs or 30days after it is known to a Trust Officer or written notice of it is received bythe Trustee. Except in the case of a Default in payment of principal of, premium(if any) or interest on any Note (including required payments, if any, pursuantto the redemption provisions of such Note), the Trustee may withhold the noticeif and so long as a committee of directors and/or Trust Officers of the Trusteein good faith determine that withholding the notice is in the interests ofholders.

SECTION 7.06. Reports by Trustee to Holders. Within 30 days aftereach May 15 beginning with the May 15 following the date of this Indenture, theTrustee shall mail to each holder a brief report dated as of such May 15 thatcomplies with Section 313(a) of the Trust Indenture Act if and to the extentrequired thereby. The Trustee shall also comply with Section 313(b) of the TrustIndenture Act.

A copy of each report at the time of its mailing to holders shall befiled with the SEC, each automated quotation system and each stock exchange (ifany) on which the Notes are listed. The Company agrees to notify promptly theTrustee whenever the Notes become listed on any stock exchange or automatedquotation system and of any delisting thereof.

SECTION 7.07. Compensation and Indemnity. The Company shall pay tothe Trustee from time to time such compensation for its services hereunder asthe Company and the Trustee shall from time to time agree in writing. TheTrustee’s compensation shall not be limited by any law on compensation of atrustee of an express trust. The Company shall reimburse the Trustee uponrequest for all reasonable out-of-pocket expenses incurred or made by it,including costs of collection, in addition to the compensation for its servicesas the Company and the Trustee shall, from time to time, agree in writing. Suchexpenses shall include the reasonable compensation and expenses, disbursementsand advances of the Trustee’s agents, counsel, accountants and experts. TheCompany shall indemnify the Trustee or any predecessor Trustee and their agentsagainst any and all loss, liability or expense (including reasonable attorneys’fees) incurred by or in connection with the administration of this trust and theperformance of its duties hereunder. The Trustee shall notify the Company of anyclaim for which it may seek indemnity promptly upon obtaining actual knowledgethereof; provided, however, that any failure so to notify the Company shall notrelieve the Company of its indemnity obligations hereunder. The Company shalldefend the claim and the indemnified party shall provide reasonable cooperationat the Company’s expense in the defense. Such indemnified parties may haveseparate counsel and the Company shall pay the fees and expenses

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of such counsel; provided, however, that the Company shall not be required topay such fees and expenses if it assumes such indemnified parties’ defense and,in such indemnified parties’ reasonable judgment, there is no conflict ofinterest between the Company and such parties in connection with such defense.The Company need not reimburse any expense or indemnify against any loss,liability or expense incurred by an indemnified party through such party’s ownwilful misconduct, negligence or bad faith. The Company need not pay for anysettlement made without its written consent, which consent shall not beunreasonably withheld.

To secure the Company’s payment obligations in this Section, theTrustee shall have a lien prior to the Notes on all money or property held orcollected by the Trustee other than money or property held in trust to payprincipal of or interest on particular Notes.

The Company’s payment obligations pursuant to this Section shallsurvive the satisfaction or discharge of this Indenture, any rejection ortermination of this Indenture under any bankruptcy law or the resignation orremoval of the Trustee. Without prejudice to any other rights available to theTrustee under applicable law, when the Trustee incurs expenses after theoccurrence of a Default specified in Section 6.01(h) or (i) with respect to theCompany, the expenses are intended to constitute expenses of administrationunder the Bankruptcy Law.

SECTION 7.08. Replacement of Trustee. (a) The Trustee may resign atany time by so notifying the Company. The holders of a majority in principalamount of the Notes then outstanding hereunder determined in accordance withSection 8.04 may remove the Trustee by so notifying the Trustee and may appointa successor Trustee. The Company shall remove the Trustee if:

(i) the Trustee fails to comply with Section 7.10;

(ii) the Trustee is adjudged bankrupt or insolvent;

(iii) a receiver or other public officer takes charge of the Trustee or its property; or

(iv) the Trustee otherwise becomes incapable of acting.

(b) If the Trustee resigns, is removed by the Company or by theholders of a majority in principal amount of the Notes then outstandinghereunder determined in accordance with Section 8.04 and such holders do notreasonably promptly appoint a successor Trustee, or if a vacancy exists in theoffice of Trustee for any reason (the Trustee in such event being referred toherein as the retiring Trustee), the Company shall promptly appoint a successorTrustee so that there shall at all times be a Trustee hereunder.

(c) A successor Trustee shall deliver a written acceptance of itsappointment to the retiring Trustee and to the Company. Thereupon theresignation or removal of the retiring Trustee shall become effective, and thesuccessor Trustee shall have all the rights, powers and duties of the Trusteeunder this Indenture. The successor Trustee shall mail a notice of itssuccession to holders. The retiring Trustee shall promptly transfer all propertyheld by it as Trustee to the successor Trustee, subject to the lien provided forin Section 7.07.

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(d) If a successor Trustee does not take office within sixty (60)days after the retiring Trustee resigns or is removed, the retiring Trustee, atthe Company’s expense, or the holders of 10% in principal amount of the Notesthen outstanding hereunder determined in accordance with Section 8.04 maypetition at the expense of the Company any court of competent jurisdiction forthe appointment of a successor Trustee.

(e) If the Trustee fails to comply with Section 7.10, unless theTrustee’s duty to resign is stayed as provided in Section 310(b) of the TrustIndenture Act, any holder who has been a bona fide holder of a Note for at leastsix months may petition any court of competent jurisdiction for the removal ofthe Trustee and the appointment of a successor Trustee.

(f) Notwithstanding the replacement of the Trustee pursuant to thisSection, the Company’s obligations under Section 7.07 shall continue for thebenefit of the retiring Trustee.

SECTION 7.09. Successor Trustee by Merger. If the Trusteeconsolidates with, merges or converts into, or transfers all or substantiallyall its corporate trust business or assets to, another corporation or bankingassociation, the resulting, surviving or transferee corporation without anyfurther act shall be the successor Trustee.

In case at the time such successor or successors by merger,conversion or consolidation to the Trustee shall succeed to the trusts createdby this Indenture any of the Notes shall have been authenticated but notdelivered, any such successor to the Trustee may adopt the certificate ofauthentication of any predecessor trustee, and deliver such Notes soauthenticated; and in case at that time any of the Notes shall not have beenauthenticated, any successor to the Trustee may authenticate such Notes eitherin the name of any predecessor hereunder or in the name of the successor to theTrustee; and in all such cases such certificates shall have the full force whichit is anywhere in the Notes or in this Indenture provided that the certificateof the Trustee shall have.

SECTION 7.10. Eligibility; Disqualification. The Trustee shall atall times satisfy the requirements of Section 310(a) of the Trust Indenture Act.The Trustee shall have a combined capital and surplus of at least $50,000,000 asset forth in its most recent published annual report of condition. The Trusteeshall comply with Section 310(b) of the Trust Indenture Act, subject to itsright to apply for a stay of its duty to resign under the penultimate paragraphof Section 310(b) of the Trust Indenture Act; provided, however, that thereshall be excluded from the operation of Section 310(b)(1) of the Trust IndentureAct any indenture or indentures under which other securities or certificates ofinterest or participation in other securities of the Company are outstanding ifthe requirements for such exclusion set forth in Section 310(b)(1) of the TrustIndenture Act are met.

SECTION 7.11. Preferential Collection of Claims Against Company. TheTrustee shall comply with Section 311(a) of the Trust Indenture Act, excludingany creditor relationship listed in Section 311(b) of the Trust Indenture Act. ATrustee who has resigned or been removed shall be subject to Section 311(a) ofthe Trust Indenture Act to the extent indicated.

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ARTICLE 8 THE NOTEHOLDERS

SECTION 8.01. Action by Noteholders. Whenever in this Indenture itis provided that the holders of a specified percentage in aggregate principalamount of the Notes may take any action (including the making of any demand orrequest, the giving of any notice, consent or waiver or the taking of any otheraction), the fact that at the time of taking any such action, the holders ofsuch specified percentage have joined therein may be evidenced (a) by anyinstrument or any number of instruments of similar tenor executed by Noteholdersin person or by agent or proxy appointed in writing, or (b) by the record of theholders of Notes voting in favor thereof at any meeting of Noteholders dulycalled and held in accordance with the provisions of Article 9, or (c) by acombination of such instrument or instruments and any such record of such ameeting of Noteholders. Whenever the Company or the Trustee solicits the takingof any action by the holders of the Notes, the Company or the Trustee may fix inadvance of such solicitation, a date as the record date for determining holdersentitled to take such action. The record date shall be not more than fifteen(15) days prior to the date of commencement of solicitation of such action.

SECTION 8.02. Proof of Execution by Noteholders. Subject to theprovisions of Section 7.01, 7.02 and 9.05, proof of the execution of anyinstrument by a Noteholder or its agent or proxy shall be sufficient if made inaccordance with such reasonable rules and regulations as may be prescribed bythe Trustee or in such manner as shall be satisfactory to the Trustee. Theholding of Notes shall be proved by the registry of such Notes or by acertificate of the Note Registrar.

The record of any Noteholders’ meeting shall be proved in the mannerprovided in Section 9.06.

SECTION 8.03. Who Are Deemed Absolute Owners. The Company, theTrustee, any Paying Agent, any Conversion Agent and any Note Registrar may deemthe Person in whose name such Note shall be registered upon the Note Register tobe, and may treat it as, the absolute owner of such Note (whether or not suchNote shall be overdue and notwithstanding any notation of ownership or otherwriting thereon made by any Person other than the Company or any Note Registrar)for the purpose of receiving payment of or on account of the principal of,premium (if any) and interest on such Note, for conversion of such Note and forall other purposes; and neither the Company nor the Trustee nor any Paying Agentnor any Conversion Agent nor any Note Registrar shall be affected by any noticeto the contrary. All such payments so made to any holder for the time being, orupon his order, shall be valid, and, to the extent of the sum or sums so paid,effectual to satisfy and discharge the liability for monies payable upon anysuch Note.

SECTION 8.04. Company-owned Notes Disregarded. In determiningwhether the holders of the requisite aggregate principal amount of Notes haveconcurred in any direction, consent, waiver or other action under thisIndenture, Notes which are owned by the Company or any other obligor on theNotes or any Affiliate of the Company or any other obligor on the Notes shall bedisregarded and deemed not to be outstanding for the purpose of any suchdetermination; provided that for the purposes of determining whether the Trusteeshall be

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protected in relying on any such direction, consent, waiver or other action,only Notes which a Trust Officer knows are so owned shall be so disregarded.Notes so owned which have been pledged in good faith may be regarded asoutstanding for the purposes of this Section 8.04 if the pledgee shall establishto the satisfaction of the Trustee the pledgee’s right to vote such Notes andthat the pledgee is not the Company, any other obligor on the Notes or anyAffiliate of the Company or any such other obligor. In the case of a dispute asto such right, any decision by the Trustee taken upon the advice of counselshall fully protect the Trustee. Upon request of the Trustee, the Company shallfurnish to the Trustee promptly an Officer’s Certificate listing and identifyingall Notes, if any, known by the Company to be owned or held by or for theaccount of any of the above described Persons, and, subject to Section 7.01, theTrustee shall be entitled to accept such Officer’s Certificate as conclusiveevidence of the facts therein set forth and of the fact that all Notes listedtherein are outstanding for the purpose of any such determination.

SECTION 8.05. Revocation of Consents, Future Holders Bound. At anytime prior to (but not after) the evidencing to the Trustee, as provided inSection 8.01, of the taking of any action by the holders of the percentage inaggregate principal amount of the Notes specified in this Indenture inconnection with such action, any holder of a Note which is shown by the evidenceto be included in the Notes the holders of which have consented to such actionmay, by filing written notice with the Trustee at its Corporate Trust Office andupon proof of holding as provided in Section 8.02, revoke such action so far asconcerns such Note. Except as aforesaid, any such action taken by the holder ofany Note shall be conclusive and binding upon such holder and upon all futureholders and owners of such Note and of any Notes issued in exchange orsubstitution therefor, irrespective of whether any notation in regard thereto ismade upon such Note or any Note issued in exchange or substitution therefor.

ARTICLE 9 MEETINGS OF NOTEHOLDERS

SECTION 9.01. Purpose of Meetings.

A meeting of Noteholders may be called at any time and from time totime pursuant to the provisions of this Article 9 for any of the followingpurposes:

(a) to give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture, or to consent to the waiving of any default or Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Noteholders pursuant to any of the provisions of Article 6;

(b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article 7;

(c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or

(d) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Notes under any other provision of this Indenture or under applicable law.

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SECTION 9.02. Call of Meetings by Trustee. The Trustee may at anytime call a meeting of Noteholders to take any action specified in Section 9.01,to be held at such time and at such place as the Trustee shall determine. Noticeof every meeting of the Noteholders, setting forth the time and the place ofsuch meeting and in general terms the action proposed to be taken at suchmeeting and the establishment of any record date pursuant to Section 8.01, shallbe mailed to holders of Notes at their addresses as they shall appear on theNote Register. Such notice shall also be mailed to the Company. Such noticesshall be mailed not less than twenty (20) nor more than ninety (90) days priorto the date fixed for the meeting.

Any meeting of Noteholders shall be valid without notice if theholders of all Notes then outstanding are present in person or by proxy or ifnotice is waived before or after the meeting by the holders of all Notesoutstanding, and if the Company and the Trustee are either present by dulyauthorized representatives or have, before or after the meeting, waived notice.

SECTION 9.03. Call of Meetings by Company or Noteholders. In case atany time the Company, pursuant to a resolution of its Board of Directors, or theholders of at least 10% in aggregate principal amount of the Notes thenoutstanding hereunder determined in accordance with Section 8.04, shall haverequested the Trustee to call a meeting of Noteholders, by written requestsetting forth in reasonable detail the action proposed to be taken at themeeting, and the Trustee shall not have mailed the notice of such meeting withintwenty (20) days after receipt of such request, then the Company or suchNoteholders may determine the time and the place for such meeting and may callsuch meeting to take any action authorized in Section 9.01, by mailing noticethereof as provided in Section 9.02.

SECTION 9.04. Qualifications for Voting. To be entitled to vote atany meeting of Noteholders a person shall (a) be a holder of one or more Noteson the record date pertaining to such meeting or (b) be a person appointed by aninstrument in writing as proxy by a holder of one or more Notes on the recorddate pertaining to such meeting. The only persons who shall be entitled to bepresent or to speak at any meeting of Noteholders shall be the persons entitledto vote at such meeting and their counsel and any representatives of the Trusteeand its counsel and any representatives of the Company and its counsel.

SECTION 9.05. Regulations. Notwithstanding any other provisions ofthis Indenture, the Trustee may make such reasonable regulations as it may deemadvisable for any meeting of Noteholders, in regard to proof of the holding ofNotes and of the appointment of proxies, and in regard to the appointment andduties of inspectors of votes, the submission and examination of proxies,certificates and other evidence of the right to vote, and such other mattersconcerning the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument in writing, appoint a temporarychairman of the meeting, unless the meeting shall have been called by theCompany or by Noteholders as provided in Section 9.03, in which case the Companyor the Noteholders calling the meeting, as the case may be, shall in like mannerappoint a temporary chairman. A permanent chairman and a permanent secretary ofthe meeting shall be elected by vote of the holders of a majority in principalamount of the Notes represented at the meeting and entitled to vote at themeeting.

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Subject to the provisions of Section 8.04, at any meeting eachNoteholder or proxyholder shall be entitled to one vote for each $1,000principal amount of Notes held or represented by him; provided that no voteshall be cast or counted at any meeting in respect of any Note challenged as notoutstanding and ruled by the chairman of the meeting to be not outstanding. Thechairman of the meeting shall have no right to vote other than by virtue ofNotes held by him or instruments in writing as aforesaid duly designating him asthe proxy to vote on behalf of other Noteholders. Any meeting of Noteholdersduly called pursuant to the provisions of Section 9.02 or 9.03 may be adjournedfrom time to time by the holders of a majority of the aggregate principal amountof Notes represented at the meeting, whether or not constituting a quorum, andthe meeting may be held as so adjourned without further notice.

SECTION 9.06. Voting. The vote upon any resolution submitted to anymeeting of Noteholders shall be by written ballot on which shall be subscribedthe signatures of the holders of Notes or of their representatives by proxy andthe outstanding principal amount of the Notes held or represented by them. Thechairman of the meeting shall appoint two inspectors of votes who shall countall votes cast at the meeting for or against any resolution and who shall makeand file with the secretary of the meeting their verified written reports induplicate of all votes cast at the meeting. A record in duplicate of theproceedings of each meeting of Noteholders shall be prepared by the secretary ofthe meeting and there shall be attached to said record the original reports ofthe inspectors of votes on any vote by ballot taken thereat and affidavits byone or more persons having knowledge of the facts setting forth a copy of thenotice of the meeting and showing that said notice was mailed as provided inSection 9.02. The record shall show the principal amount of the Notes voting infavor of or against any resolution. The record shall be signed and verified bythe affidavits of the permanent chairman and secretary of the meeting and one ofthe duplicates shall be delivered to the Company and the other to the Trustee tobe preserved by the Trustee, the latter to have attached thereto the ballotsvoted at the meeting.

Any record so signed and verified shall be conclusive evidence ofthe matters therein stated.

SECTION 9.07. No Delay of Rights by Meeting. Nothing contained inthis Article 9 shall be deemed or construed to authorize or permit, by reason ofany call of a meeting of Noteholders or any rights expressly or impliedlyconferred hereunder to make such call, any hindrance or delay in the exercise ofany right or rights conferred upon or reserved to the Trustee or to theNoteholders under any of the provisions of this Indenture or of the Notes.

ARTICLE 10 AMENDMENT; SUPPLEMENTAL INDENTURES

SECTION 10.01. Supplemental Indentures Without Consent ofNoteholders. The Company, when authorized by the resolutions of the Board ofDirectors, and the Trustee may, from time to time, and at any time enter into anindenture or indentures supplemental hereto for one or more of the followingpurposes:

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(a) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 14.06 or the repurchase obligations of the Company pursuant to the requirements of Section 3.07(h);

(b) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets;

(c) to add a guarantor with respect to the Notes;

(d) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 11;

(e) to surrender any of the Company’s rights or powers under the Indenture;

(f) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;

(g) to make any changes or modifications necessary in connection with the registration of the Notes under the Securities Act as contemplated by the Registration Rights Agreement, so long as any such change or modification shall not adversely affect the interests of the holders of the Notes;

(h) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provisions contained herein or in any supplemental indenture;

(i) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Indenture and the Notes;

(j) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture or any supplemental indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted;

(k) to modify the restrictions on, and procedures for, resale and other transfers of the Notes or shares of Common Stock issuable upon conversion of the Notes pursuant to law, regulation or practice relating to the resale or transfer of restricted securities generally;

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(l) to provide for the issuance of Additional Securities;

(m) to provide for uncertificated Notes in addition to or in place of certificated Notes; or

(n) make other changes to the Indenture or forms or terms of the Notes, provided that no such change individually or in the aggregate with all other such changes has or will have an adverse effect on the rights of the Noteholders.

Upon the written request of the Company, accompanied by a copy ofthe resolutions of the Board of Directors certified by the Company’s Secretaryor Assistant Secretary authorizing the execution of any supplemental indenture,and upon receipt by the Trustee of the documents described in Section 7.02, theTrustee is hereby authorized to join with the Company in the execution of anysuch supplemental indenture, to make any further appropriate agreements andstipulations that may be therein contained and to accept the conveyance,transfer and assignment of any property thereunder, but the Trustee shall not beobligated to, but may in its discretion, enter into any supplemental indenturethat affects the Trustee’s own rights, duties or immunities under this Indentureor otherwise.

Any supplemental indenture authorized by the provisions of thisSection 10.01 may be executed by the Company and the Trustee without the consentof the holders of any of the Notes at the time outstanding, notwithstanding anyof the provisions of Section 10.02.

SECTION 10.02. Supplemental Indenture with Consent of Noteholders.With the consent (evidenced as provided in Article 8) of the holders of at leasta majority in aggregate principal amount of the Notes at the time outstandinghereunder determined in accordance with Section 8.04, the Company, whenauthorized by the resolutions of the Board of Directors, and the Trustee may,from time to time and at any time, enter into an indenture or indenturessupplemental hereto for the purpose of adding any provisions to or changing inany manner or eliminating any of the provisions of this Indenture or anysupplemental indenture or of modifying in any manner the rights of the holdersof the Notes; provided that no such supplemental indenture shall (i) extend theStated Maturity of any Note, or reduce the rate or extend the time of payment ofinterest thereon, or reduce the principal amount thereof, or reduce any amountpayable on redemption or repurchase thereof, or change the time at which anyNote may be redeemed or repurchased, or impair the right of any Noteholder toinstitute suit for the payment thereof, or make the principal thereof orinterest thereon payable in any coin or currency other than that provided in theNotes, or affect the obligation of the Company to redeem any Note on aRedemption Date in a manner adverse to the holders of Notes, or affect theobligation of the Company to repurchase any Note upon a Designated Event in amanner adverse to the holders of Notes, or affect the obligation of the Companyto repurchase any Note on a Company Repurchase Date in a manner adverse to theholders of Notes, or impair the right to convert the Notes into shares of CommonStock subject to the terms set forth herein, including Section 14.06, or reducethe number of shares of Common Stock or other property receivable uponconversion, in each case, without the consent of the holder of each Note soaffected, or modify any of the provisions of this Section 10.02 or Section 6.07,except to increase any such percentage or to provide that certain otherprovisions of this Indenture cannot be modified or waived without the consent ofthe holder of each Note so affected, or change any obligation of

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the Company to maintain an office or agency in the places and for the purposesset forth in Section 4.02, or reduce the quorum or voting requirements set forthin Article 9 or (ii) reduce the aforesaid percentage of Notes, the holders ofwhich are required to consent to any such supplemental indenture, without theconsent of the holders of all Notes then outstanding.

Upon (a) the written request of the Company, accompanied by a copyof the resolutions of the Board of Directors certified by its Secretary orAssistant Secretary authorizing the execution of any such supplementalindenture, (b) receipt by the Trustee of the documents described in Section 7.02and (c) the filing with the Trustee of evidence of the consent of Noteholders asaforesaid, the Trustee shall join with the Company in the execution of suchsupplemental indenture unless such supplemental indenture affects the Trustee’sown rights, duties or immunities under this Indenture or otherwise, in whichcase the Trustee may in its discretion, but shall not be obligated to, enterinto such supplemental indenture.

It shall not be necessary for the consent of the Noteholders underthis Section 10.02 to approve the particular form of any proposed supplementalindenture, but it shall be sufficient if such consent shall approve thesubstance thereof.

SECTION 10.03. Effect of Supplemental Indenture. Any supplementalindenture executed pursuant to the provisions of this Article 10 shall complywith the Trust Indenture Act, as then in effect, provided that this Section10.03 shall not require such supplemental indenture or the Trustee to bequalified under the Trust Indenture Act prior to the time such qualification isin fact required under the terms of the Trust Indenture Act or the Indenture hasbeen qualified under the Trust Indenture Act, nor shall it constitute anyadmission or acknowledgment by any party to such supplemental indenture that anysuch qualification is required prior to the time such qualification is in factrequired under the terms of the Trust Indenture Act or the Indenture has beenqualified under the Trust Indenture Act. Upon the execution of any supplementalindenture pursuant to the provisions of Article 10, this Indenture shall be andshall be deemed to be modified and amended in accordance therewith and therespective rights, limitation of rights, obligations, duties and immunitiesunder this Indenture of the Trustee, the Company and the holders of Notes shallthereafter be determined, exercised and enforced hereunder, subject in allrespects to such modifications and amendments and all the terms and conditionsof any such supplemental indenture shall be and shall be deemed to be part ofthe terms and conditions of this Indenture for any and all purposes.

SECTION 10.04. Notation on Notes. Notes authenticated and deliveredafter the execution of any supplemental indenture pursuant to the provisions ofthis Article 10 may bear a notation in form approved by the Trustee as to anymatter provided for in such supplemental indenture. If the Company or theTrustee shall so determine, new Notes so modified as to conform, in the opinionof the Trustee and the Board of Directors, to any modification of this Indenturecontained in any such supplemental indenture may, at the Company’s expense, beprepared and executed by the Company, authenticated by the Trustee (or anauthenticating agent duly appointed by the Trustee pursuant to Section 16.12)and delivered in exchange for the Notes then outstanding, upon surrender of suchNotes then outstanding.

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ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 11.01. Company May Consolidate on Certain Terms. Subject tothe provisions of Section 11.02, the Company shall not consolidate or merge withor into any other Person or Persons (whether or not affiliated with theCompany), nor shall the Company or its successor or successors be a party orparties to successive consolidations or mergers, nor shall the Company sell,convey, transfer or lease all or substantially all of the property and assets ofthe Company to any other Person (whether or not affiliated with the Company),unless: (i) the Company is the surviving Person, or the resulting, surviving ortransferee Person is a corporation organized and existing under the laws of theUnited States of America, any state thereof or the District of Columbia; (ii)upon any such consolidation, merger, sale, conveyance, transfer or lease, thedue and punctual payment of the principal of, Make Whole Premium (if any) andinterest on all of the Notes, according to their tenor and the due and punctualperformance and observance of all of the covenants and conditions of thisIndenture to be performed by the Company, shall be expressly assumed, bysupplemental indenture satisfactory in form to the Trustee, executed anddelivered to the Trustee by the Person (if other than the Company) formed bysuch consolidation, or into which the Company shall have been merged, or by thePerson that shall have acquired or leased such property, and such supplementalindenture shall provide for the applicable conversion rights set forth inSection 14.06 and (iii) immediately after giving effect to the transactiondescribed above, no Event of Default, and no event which, after notice or lapseof time or both, would become an Event of Default, shall have occurred and becontinuing.

SECTION 11.02. Successor to Be Substituted. In case of any suchconsolidation, merger, sale, conveyance, transfer or lease and upon theassumption by the successor Person, by supplemental indenture, executed anddelivered to the Trustee and satisfactory in form to the Trustee, of the due andpunctual payment of the principal of, Make Whole Premium (if any) and intereston all of the Notes and the due and punctual performance of all of the covenantsand conditions of this Indenture to be performed by the Company, as described inSection 11.01, such successor Person shall succeed to and be substituted for theCompany, with the same effect as if it had been named herein as the party ofthis first part. Such successor Person thereupon may cause to be signed, and mayissue either in its own name or in the name of The Goodyear Tire & RubberCompany any or all of the Notes, issuable hereunder that theretofore shall nothave been signed by the Company and delivered to the Trustee; and, upon theorder of such successor Person instead of the Company and subject to all theterms, conditions and limitations in this Indenture prescribed, the Trusteeshall authenticate and shall deliver, or cause to be authenticated anddelivered, any Notes that previously shall have been signed and delivered by theofficers of the Company to the Trustee for authentication, and any Notes thatsuch successor Person thereafter shall cause to be signed and delivered to theTrustee for that purpose. All the Notes so issued shall in all respects have thesame legal rank and benefit under this Indenture as the Notes theretofore orthereafter issued in accordance with the terms of this Indenture as though allof such Notes had been issued at the date of the execution hereof. In the eventof any such consolidation, merger, sale, conveyance, transfer or lease, thePerson named as the "COMPANY" in the first paragraph of this Indenture or anysuccessor that shall thereafter have become such in the manner prescribed inthis Article 11 may be dissolved, wound up and liquidated at any time thereafterand such Person shall be released from its liabilities as obligor and maker ofthe Notes and from its obligations under this Indenture.

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In case of any such consolidation, merger, sale, conveyance,transfer or lease, such changes in phraseology and form (but not in substance)may be made in the Notes thereafter to be issued as may be appropriate.

SECTION 11.03. Opinion of Counsel to Be Given Trustee. The Trusteeshall receive an Officer’s Certificate and an Opinion of Counsel as conclusiveevidence that any such consolidation, merger, sale, conveyance, transfer orlease and any such assumption complies with the provisions of this Article 11.

ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 12.01. Discharge of Indenture. When (a) the Company shalldeliver to the Trustee for cancellation all Notes theretofore authenticated(other than any Notes that have been destroyed, lost or stolen and in lieu of orin substitution for which other Notes shall have been authenticated anddelivered) and not theretofore canceled, or (b) all the Notes not theretoforecanceled or delivered to the Trustee for cancellation shall have become due andpayable and the Company shall deposit with the Trustee, in trust, cash or, ifexpressly permitted by the terms of the Notes or the Indenture, Common Stocksufficient to pay all amounts due and owing on Notes (other than any Notes thatshall have been mutilated, destroyed, lost or stolen and in lieu of or insubstitution for which other Notes shall have been authenticated and delivered)not theretofore canceled or delivered to the Trustee for cancellation, and if ineither case the Company shall also pay or cause to be paid all other sumspayable hereunder by the Company, then this Indenture shall cease to be offurther effect (except as to (i) remaining rights of registration of transfer,substitution and exchange and conversion of Notes, (ii) rights hereunder ofNoteholders to receive payments of principal of, premium (if any) and intereston the Notes and the other rights, duties and obligations of Noteholders, asbeneficiaries hereof with respect to the amounts, if any, so deposited with theTrustee and (iii) the rights, powers, duties, obligations and immunities of theTrustee hereunder), and the Trustee, on written demand of the Companyaccompanied by an Officer’s Certificate and an Opinion of Counsel as required bySection 16.05 and at the cost and expense of the Company, shall execute properinstruments acknowledging satisfaction of and discharging this Indenture; theCompany, however, hereby agrees to reimburse the Trustee for any costs orexpenses thereafter reasonably and properly incurred by the Trustee and tocompensate the Trustee for any services thereafter reasonably and properlyrendered by the Trustee in connection with this Indenture or the Notes.

SECTION 12.02. Paying Agent to Repay Monies Held. Upon thesatisfaction and discharge of this Indenture, all monies then held by any PayingAgent of the Notes (other than the Trustee) shall, upon written request of theCompany, be repaid to it or paid to the Trustee, and thereupon such Paying Agentshall be released from all further liability with respect to such monies.

SECTION 12.03. Return of Unclaimed Monies. Subject to therequirements of applicable law, any monies deposited with or paid to the Trusteefor payment of the principal of or interest on Notes and not applied butremaining unclaimed by the holders of Notes for two years after the date uponwhich the principal of or interest on such Notes, as the case may be, shall havebecome due and payable, shall be repaid to the Company by the Trustee

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on demand and all liability of the Trustee shall thereupon cease with respect tosuch monies; and the holder of any of the Notes shall thereafter look only tothe Company for any payment that such holder may be entitled to collect unlessan applicable abandoned property law designates another Person.

ARTICLE 13 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 13.01. Indenture and Notes Solely Corporate Obligations. Norecourse for the payment of the principal of or interest on any Note or anyother amount due with respect thereto, or for any claim based thereon orotherwise in respect thereof, and no recourse under or upon any obligation,covenant or agreement of the Company in this Indenture or in any supplementalindenture or in any Note, or because of the creation of any indebtednessrepresented thereby, shall be had against any incorporator, stockholder,employee, agent, officer, director or Subsidiary, as such, past, present orfuture, of the Company or of any successor corporation, either directly orthrough the Company or any successor corporation, whether by virtue of anyconstitution, statute or rule of law, or by the enforcement of any assessment orpenalty or otherwise; it being expressly understood that all such liability ishereby expressly waived and released as a condition of, and as a considerationfor, the execution of this Indenture and the issue of the Notes.

ARTICLE 14 CONVERSION OF NOTES

SECTION 14.01. Right to Convert. (a) Subject to and upon compliancewith the provisions of this Indenture, prior to the close of business on thedate of Stated Maturity, the holder of any Note shall have the right, at suchholder’s option, to convert the principal amount of the Note, or any portion ofsuch principal amount which is a multiple of $1,000, into fully paid andnon-assessable shares of Common Stock (as such shares shall then be constituted)at the Conversion Rate in effect at such time, by surrender of the Note so to beconverted in whole or in part, together with any required funds, under thecircumstances described in this Section 14.01 and in the manner provided inSection 14.02. Upon conversion, the Company may choose to deliver, in lieu ofshares of Common Stock, cash or a combination of cash and shares of CommonStock. The Notes shall be convertible only during the following periods upon theoccurrence of one of the following events:

(i) (A) on any Business Day in any fiscal quarter commencing prior to Stated Maturity (and only during such fiscal quarter) if the Last Reported Sale Price of the Common Stock for at least twenty (20) Trading Days during the period of thirty (30) consecutive Trading Days ending on the eleventh Trading Day of such fiscal quarter is greater than 120% of the Conversion Price in effect on such eleventh Trading Day and (B) on any Business Day after June 15, 2029 through the close of business on the Business Day prior to Stated Maturity if the Last Reported Sale Price of the Common Stock on any Trading Day after June 15, 2029 is greater than 120% of the applicable Conversion Price;

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(ii) in the event that the Company calls any or all of the Notes for redemption, at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date; provided that only those Notes that are called for redemption may be converted following such an event;

(iii) as provided in Section (b) of this Section 14.01;

(iv) during the five (5) consecutive Business Day period immediately after any five (5) consecutive Trading Day period in which the Trading Price per $1,000 principal amount of the Notes for each day of such five (5) day measurement period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on the applicable date and the applicable Conversion Rate; or

(v) during the period from the opening of business on the Fundamental Change Notice Date to the close of business on the date that is ten (10) Trading Days from and including the Fundamental Change Notice Date, or, if later, the related Designated Event Purchase Date, if any, for such Fundamental Change; unless, prior to that time, the Company has publicly announced that the Fundamental Change giving rise to the conversion right will not take place.

Notwithstanding the foregoing, if, on the date of any conversionpursuant to Section 14.01(a)(iv) on or after June 15, 2029, the Last ReportedSale Price of the Common Stock on the Trading Day prior to the date ofconversion is greater than 100% but less than 120% of the Conversion Price, theholders of Notes surrendered for conversion shall receive, in lieu of CommonStock (or cash or a combination of cash and Common Stock) based on theapplicable Conversion Rate, cash or Common Stock or a combination of cash andCommon Stock, at the Company’s option, with a value equal to the principalamount of the Notes being converted plus accrued and unpaid interest thereon, asof the Conversion Date ("PRINCIPAL VALUE CONVERSION"). Any Common Stockdelivered upon a Principal Value Conversion will be valued at the greater of theConversion Price on the Conversion Date and the average of the Last ReportedSale Price of the Common Stock for a five (5) Trading Day period starting thethird Trading Day following the conversion date of such Notes. If a holder ofNotes surrenders their Notes for a Principal Value Conversion, the Company shallnotify such holder by the second Trading Day following the Conversion Date thatit is a Principal Value Conversion and whether the Company will pay such holderall or a portion of the principal amount plus accrued and unpaid interest incash, Common Stock or a combination of cash and Common Stock, and in whatpercentage. The Company shall pay such holder any portion of the principalamount plus accrued and unpaid interest to be paid in cash and deliver CommonStock with respect to any portion of the principal amount plus accrued andunpaid interest and to be paid in Common Stock, no later than the third BusinessDay following the determination of the average Last Reported Sale Price of theCommon Stock.

The Company or its designated agent shall determine on a daily basisduring the time period specified in Section 14.01(a)(i) whether the Notes shallbe convertible as a result of the occurrence of an event specified in clause (i)above and, if the Notes shall be so convertible, the Company shall promptlydeliver to the Trustee (or other Conversion Agent appointed by the Company)written notice thereof. Whenever the Notes shall become convertible pursuant tothis Section 14.01, the Company or, at the Company’s request, the Trustee in thename and at the

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expense of the Company, shall notify the holders of the event triggering suchconvertibility in the manner provided in Section 16.03, and in the case of aFundamental Change, on the Fundamental Change Notice Date, and the Company shallalso publicly announce such information by publication on the Company’s web siteor through such other public medium as it may use at such time. Any notice sogiven shall be conclusively presumed to have been duly given, whether or not theholder receives such notice.

The Trustee (or other Conversion Agent appointed by the Company)shall have no obligation to determine the Trading Price under Section14.01(a)(iv) unless the Company has requested in writing such a determination;and the Company shall have no obligation to make such request unless a holderprovides it with reasonable evidence that the Trading Price per $1,000 principalamount of Notes would be less than 98% of the product of the Last Reported SalePrice of the Common Stock and the Conversion Rate. If such evidence is provided,the Company shall instruct the Trustee (or other Conversion Agent) in writing todetermine the Trading Price of the Notes beginning on the next Trading Day andon each successive Trading Day until, and only until, the Trading Price per$1,000 principal amount of Notes on a Trading Day is greater than or equal to98% of the product of the average Last Reported Sale Prices of the Common Stockand the Conversion Rate for the immediately preceding five (5) consecutiveTrading Days.

The Trustee shall be entitled at its sole discretion to consult withthe Company and to request the assistance of the Company in connection with theTrustee’s duties and obligations pursuant to Section (a) hereof, and the Companyagrees, if requested by the Trustee, to cooperate with, and provide assistanceto, the Trustee in carrying out its duties under this Section 14.01; provided,however, that nothing herein shall be construed to relieve the Trustee of itsduties pursuant to Section (a) hereof.

If an Event of Default (other than a Default in a cash payment uponconversion of the Notes) has occurred and is continuing, the Company may not paycash upon conversion of any Notes (other than cash in lieu of fractionalshares).

(b) In addition, if:

(i) the Company distributes to all holders of its Common Stock rights or warrants entitling them (for a period expiring within sixty (60) days of the date of the distribution) to subscribe for or purchase shares of Common Stock at a price per share less than the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of the distribution, or (ii) the Company distributes to all holders of Common Stock assets (including cash), debt securities or rights to purchase securities of the Company, which distribution has a per share value as determined by the Company’s Board of Directors and set forth in a Board Resolution exceeding 5% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Notes may be surrendered for conversion at any time on and after the date that the Company gives notice to the holders of such distribution, which shall be not less than twenty (20) Business Days prior to the Ex-Dividend Date for such distribution, until the earlier of the close of business on the Business Day immediately preceding, but not

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including, the Ex-Dividend Date and the date the Company publicly announces that such distribution will not take place; provided that no adjustment to the Conversion Price or the ability of a holder of a Note to convert will be made if the holder will otherwise participate in such distribution without conversion.

The Board of Directors shall determine the anticipated effective date of thetransaction, and such determination shall be conclusive and binding on theholders and shall be publicly announced by the Company by publication on itswebsite or through such other public medium as it may use at that time not laterthan two (2) Business Days prior to such fifteenth day. If the distribution doesnot take place, no Notes surrendered for conversion pursuant to this Section14.01(b) will be converted.

(c) A Note in respect of which a holder is electing to exercise itsoption to require repurchase upon a Designated Event that constitutes aFundamental Change pursuant to Section 3.04 or repurchase pursuant to Section3.05 may be converted only if such holder withdraws its election in accordancewith Section 3.07(d). A holder of Notes is not entitled to any rights of aholder of Common Stock until such holder has converted his Notes to CommonStock, and only to the extent such Notes are deemed to have been converted toCommon Stock under this Article 14.

(d) On or before the tenth Trading Day prior to and excluding theanticipated effective date, as determined by the Board of Directors, of aFundamental Change, the Company or at its written request (which must bereceived by the Trustee at least three (3) Business Days prior to the date theTrustee is requested to give notice as described below, unless the Trustee shallagree in writing to a shorter period), the Trustee, in the name of and at theexpense of the Company, shall mail or cause to be mailed to all holders ofrecord on such date a notice (the "FUNDAMENTAL CHANGE NOTICE") of theanticipated effective date with respect to such Fundamental Change, therepurchase right and conversion right at the option of the holders arising as aresult thereof, and whether a Make Whole Premium will be payable in connectionwith any such repurchase or conversion. If the effective date with respect to aFundamental Change occurs without notice to, or the knowledge of, the Company,the Company shall give the Designated Event Repurchase Notice required bySection 3.04(b) and the date of the Fundamental Change Notice shall be deemed tobe the date of such Designated Event Repurchase Notice. The Fundamental ChangeNotice shall be mailed by first class mail to each holder of Notes at its lastaddress as the same appears on the Note Register. If the Company shall give suchnotice, the Company shall also deliver a copy of such notice to the Trustee atsuch time as it is mailed to holders. Each notice, if mailed in the mannerherein provided, shall be conclusively presumed to have been duly given, whetheror not the holder receives such notice. In any case, failure to give such noticeby mail or any defect in the notice to the holder of any Note shall not affectthe validity of the proceedings for the conversion of any other Note.Concurrently with the mailing of such notice, the Company shall issue a pressrelease with the information contained in such notice, the form and content ofwhich press release shall be determined by the Company in its sole discretion,and the Company shall also publish such information on the Company’s website.The failure to issue any such press release or any defect therein shall notaffect the validity of such notice or any proceedings for the conversion of anyNote which any Holder may elect to convert. The Company shall provide notice, inthe manner described above, to all holders and to the Trustee that suchFundamental Change has become

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effective within the five (5) Trading Day period after the date such FundamentalChange becomes effective.

SECTION 14.02. Exercise of Conversion Privilege; Issuance of CommonStock on Conversion; No Adjustment for Interest or Dividends; Settlement of Cashor Common Stock upon Conversion. (a) In order to exercise the conversionprivilege with respect to any Note in certificated form, the Company mustreceive at the office or agency of the Company maintained for that purpose or,at the option of such holder, the Corporate Trust Office, such Note with theoriginal or facsimile of the form entitled "FORM OF CONVERSION NOTICE" on thereverse thereof, duly completed and manually signed, together with such Notesduly endorsed for transfer, accompanied by the funds, if any, required byparagraph (d) of this Section 14.02. Such notice shall also state the name ornames (with address or addresses) in which the certificate or certificates forshares of Common Stock which shall be issuable on such conversion shall beissued, and shall be accompanied by transfer or similar taxes, if requiredpursuant to Section 14.07.

In order to exercise the conversion privilege with respect to anyinterest in a Global Note, the beneficial holder must complete, or cause to becompleted, the appropriate instruction form for conversion pursuant to theDepositary’s book-entry conversion program, deliver, or cause to be delivered,by book-entry delivery an interest in such Global Note, furnish appropriateendorsements and transfer documents if required by the Company or the Trustee orConversion Agent, and pay the funds, if any, required by this Section 14.02 andany transfer taxes if required pursuant to Section 14.07.

(b) As promptly as practicable after satisfaction of therequirements for conversion set forth above, subject to compliance with anyrestrictions on transfer if shares issuable on conversion are to be issued in aname other than that of the Noteholder (as if such transfer were a transfer ofthe Note or Notes (or portion thereof) so converted), the Company shall issueand shall deliver to such Noteholder at the office or agency maintained by theCompany for such purpose pursuant to Section 4.02, a certificate or certificatesfor the number of full shares of Common Stock issuable upon the conversion ofsuch Note or portion thereof as determined by the Company in accordance with theprovisions of this Article 14 and a check or cash in respect of any fractionalinterest in respect of a share of Common Stock arising upon such conversion,calculated by the Company as provided in Section 14.03. In case any Note of adenomination greater than $1,000 shall be surrendered for partial conversion,subject to Section 2.02, the Company shall execute and the Trustee shallauthenticate and deliver to the holder of the Note so surrendered, withoutcharge to him, a new Note or Notes in authorized denominations in an aggregateprincipal amount equal to the unconverted portion of the surrendered Note.

(c) Each conversion shall be deemed to have been effected as to anysuch Note (or portion thereof) on the date on which the requirements set forthabove in this Section 14.02 have been satisfied as to such Note (or portionthereof) (such date, the "CONVERSION DATE"), and the Person in whose name anycertificate or certificates for shares of Common Stock shall be issuable uponsuch conversion shall be deemed to have become on said date the holder of recordof the shares represented thereby; provided that any such surrender on any datewhen the stock transfer books of the Company shall be closed shall constitutethe

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Person in whose name the certificates are to be issued as the record holderthereof for all purposes on the next succeeding day on which such stock transferbooks are open, but such conversion shall be at the Conversion Rate in effect onthe date upon which such Note shall be surrendered.

(d) Any Note or portion thereof surrendered for conversion duringthe period from the close of business on any Regular Record Date to the close ofbusiness on the Business Day preceding the following Interest Payment Date thathas not been called for redemption during such period shall be accompanied bypayment, in immediately available funds or other funds acceptable to theCompany, of an amount equal to the interest otherwise payable on such InterestPayment Date on the principal amount being converted; provided that no suchpayment need be made (1) if the Company has specified a Redemption Date that isafter a Regular Record Date and on or prior to the next Interest Payment Date,(2) if the Company has specified a Repurchase Date following a Designated Eventthat is during such period or (3) to the extent of any overdue interest, if anyoverdue interest exists at the time of conversion with respect to such Note.Except as provided above in this Section 14.02 or Article 15, no payment orother adjustment shall be made for interest accrued on any Note converted or fordividends on any shares issued upon the conversion of such Note as provided inthis Article 14.

(e) Upon the conversion of an interest in a Global Note, the Trustee(or other Conversion Agent appointed by the Company), or the Custodian at thedirection of the Trustee (or other Conversion Agent appointed by the Company),shall make a notation on such Global Note as to the reduction in the principalamount represented thereby. The Company shall notify the Trustee in writing ofany conversions of Notes effected through any Conversion Agent other than theTrustee.

(f) Except as provided in clause (k) below and in Article 15, uponthe conversion of a Note, that portion of the accrued but unpaid interest withrespect to the converted Note shall not be canceled, extinguished or forfeited,but rather shall be deemed to be paid in full to the holder thereof throughdelivery of the Common Stock (together with the cash payment, if any, in lieu offractional shares) in exchange for the Note being converted pursuant to theprovisions hereof; and the fair market value of such shares of Common Stock(together with any such cash payment in lieu of fractional shares) shall betreated as issued, to the extent thereof, first in exchange for and insatisfaction of the Company’s obligation to pay the principal amount of theconverted Note and the accrued but unpaid interest, and the balance, if any, ofsuch fair market value of such Common Stock (and any such cash payment) shall betreated as issued in exchange for and in satisfaction of the right to convertthe Note being converted pursuant to the provisions hereof.

(g) In the event that the Company receives a Form of ConversionNotice on or prior to (1) the date on which the Company gives a RedemptionNotice or (2) the date that is ten (10) days prior to the Stated Maturity of theNotes (the "FINAL NOTICE DATE"), the following procedures shall apply:

(i) If the Company elects to satisfy all or any portion of its obligation to convert the Notes (the "CONVERSION OBLIGATION") in cash, the Company shall notify holders through the Trustee of the dollar amount to be satisfied in cash (which must be

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expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Trading Days following the Conversion Date (the "CASH SETTLEMENT NOTICE PERIOD"). If the Company timely elects to pay cash for any portion of the Common Stock otherwise issuable to holders upon conversion, holders may retract the Conversion Notice at any time during the two Business Days following the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"). No such retraction can be made (and a Form of Conversion Notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of Common Stock (other than cash in lieu of fractional shares). Upon the expiration of a Conversion Retraction Period, a Form of Conversion Notice shall be irrevocable. If the Company elects to satisfy all or any portion of the Conversion Obligation in cash, and the applicable Form of Conversion Notice has not been retracted, then settlement (in cash or in cash and Common Stock) will occur no later than the fifteenth (15th) Trading Day following the Conversion Date.

(ii) If the Company does not elect to satisfy any part of the Conversion Obligation in cash (other than cash in lieu of any fractional shares), delivery of the Common Stock into which the Notes are converted (and cash in lieu of any fractional shares) shall occur through the Conversion Agent no later than the fifth (5th) Trading Day following the Conversion Date.

(h) Settlement amounts will be computed as follows:

(i) If the Company elects to satisfy the entire Conversion Obligation in Common Stock, it shall deliver to holders that have delivered the Conversion Notice giving rise to the Conversion Obligation a number of shares of Common Stock equal to (A) the aggregate principal amount of Notes to be converted divided by $1,000, multiplied by (B) the Conversion Rate. In addition, the Company shall pay cash for any fractional shares of Common Stock based on the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Conversion Date.

(ii) If the Company elects to satisfy the entire Conversion Obligation in cash, it shall deliver to holders that have delivered the Conversion Notice giving rise to the Conversion Obligation cash in an amount equal to the product of:

(A) a number equal to (1) the aggregate principal amount of Notes to be converted divided by $1,000, multiplied by (2) the Conversion Rate; and

(B) the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Days beginning on the third day after the Conversion Date (the "CASH SETTLEMENT AVERAGING PERIOD").

(iii) If the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, it will deliver to holders the specified cash amount (the "CASH AMOUNT") and a number of shares of Common Stock per $1,000 principal amount of Notes equal to the sum, for each Trading Day of the Cash Settlements

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Averaging Period, of the greater of (A) zero and (B) the number of shares of Common Stock determined by the following formula:

(Last Reported Sale Price of Common Stock on such Trading Day X applicable Conversion Rate) - Cash Amount --------------------------------------------------------------------------- Last Reported Sale Price of Common Stock on such Trading Day X number of Trading Days in Cash Settlement Averaging Period

In addition, the Company shall pay cash for all fractional shares of CommonStock based on the average Last Reported Sale Price of the Common Stock on theTrading Day immediately preceding the Conversion Date.

(i) The Company must determine whether or not it will satisfy all ora portion of the conversion obligation in cash at the time it issues aRedemption Notice or a Final Maturity Notice and such notices will state theamount of the Conversion Obligation to be settled in cash. If a Form ofConversion Notice is received from holders of Notes after the date that aRedemption Notice or the Final Maturity Notice has been issued, such holders maynot retract their Conversion Notice. Settlement (in cash and/or Common Stock)will occur no later than the fifth (5th) Business Date following the ConversionDate.

(j) At any time prior to Stated Maturity, the Company may, at itsoption, elect, by notice to the Trustee and the Noteholders, that uponconversion of the Notes at any time following the date of such notice, to berequired to deliver cash in an amount at least equal to the principal amount ofthe Notes converted. If the Company makes such election, the Company will alsobe required to deliver cash only in connection with any Principal ValueConversion.

(k) In the event the Company receives a Form of Conversion Noticefrom a holder in accordance with clause (g) above and in connection with aFundamental Change pursuant to Section 14.01(a)(v), the Company shall deliver tosuch holder (i) if such holder is entitled to a Make Whole Premium in connectionwith such conversion, the Make Whole Premium determined in accordance withArticle 15, which shall be payable on the applicable Designated Event RepurchaseDate, and an amount equal to any accrued but unpaid cash interest to, butexcluding, the Conversion Date, which interest shall be payable in cash, plus(ii) the number of shares of Common Stock (or cash or a combination of cash andCommon Stock) into which such Notes are convertible (if such Notes aresurrendered for conversion prior to the record date for receiving distributionsin connection with the Fundamental Change or, if earlier, the effective date ofsuch Fundamental Change) or the kind and amount of cash, securities and otherassets or property which such holder would have received if such holder had heldthe number of shares of Common Stock into which such Notes were convertibleimmediately prior to the transaction (if such Notes are surrendered forconversion after such record date or effective date, as the case may be).

SECTION 14.03. Cash Payments in Lieu of Fractional Shares. Nofractional shares of Common Stock or scrip certificates representing fractionalshares shall be issued upon conversion of Notes. If more than one Note shall besurrendered for conversion at one time by the same holder, the number of fullshares that shall be issuable upon conversion shall be computed on the basis ofthe aggregate principal amount of the Notes (or specified portions thereof tothe extent permitted hereby) so surrendered. If any fractional share of stockwould be issuable upon the conversion of any Note or Notes, the Company shallmake an adjustment and payment therefor in cash to the holder of Notes at theLast Reported Sale Price of

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the Common Stock on the last Trading Day immediately preceding the day on whichthe Notes (or specified portions thereof) are deemed to have been converted.

SECTION 14.04. Conversion Rate. Each $1,000 principal amount of theNotes shall be convertible into the number of shares of Common Stock specifiedin the form of Note (herein called the "CONVERSION RATE") set forth in AppendixA hereto (initially 83.0703 shares), subject to adjustment as provided in thisArticle 14.

SECTION 14.05. Adjustment of Conversion Rate. The Conversion Rate(and the Stock Price Threshold, the Stock Price Cap and each of the stock pricesset forth in the table in Section 15.01(b)(ii)(A) used to determine the MakeWhole Premium, if applicable) shall be adjusted from time to time by the Companyas follows:

(a) If shares of Common Stock are issued as a dividend ordistribution on shares of Common Stock, or if a stock split or stock combinationis effected, the conversion rate will be adjusted based on the followingformula:

OS(1) CR(1) = CR(0) x ----- OS(0)

where,

CR(0) = the Conversion Rate in effect immediately prior to such event

CR(1) = the Conversion Rate in effect immediately after such event

OS(0) = the number of shares of Common Stock outstanding immediately prior to such event

OS(1) = the number of shares of Common Stock outstanding immediately prior to such event plus the total number of shares constituting such dividend or distribution

An adjustment made pursuant to this subsection (a) shall become effective on thedate immediately after (x) the date fixed for the determination of stockholdersentitled to receive such dividend or other distribution or (y) the date on whichsuch split or combination becomes effective, as applicable. If any dividend ordistribution described in this subsection (a) is declared but not so paid ormade, the Conversion Rate shall again be adjusted to the Conversion Rate thatwould then be in effect if such dividend or distribution had not been declared.

(b) If any rights, warrants or options are issued to all orsubstantially all holders of Common Stock entitling them for a period of notmore than 60 days to subscribe for or purchase shares of Common Stock, orsecurities convertible into shares of Common Stock, in either case at a priceper share or a conversion price per share less than the Last Reported Sale Priceof Common Stock on the Trading Day immediately preceding the day on which suchissuance is announced, the Conversion Rate will be adjusted based on thefollowing formula:

OS(0)+X CR(1) = CR(0) x ------- OS(0)+Y

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where,

CR(0) = the Conversion Rate in effect immediately prior to such event

CR(1) = the Conversion Rate in effect immediately after such event

OS(0) = the number of shares of Common Stock outstanding immediately prior to such event

X = the total number of shares of Common Stock issuable pursuant to such rights, warrants or options

Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights divided by the average of the Last Reported Sale Prices of Common Stock for the ten consecutive Trading Days prior to the Trading Day immediately preceding the record date for the issuance of such rights, warrants or options

An adjustment made pursuant to this subsection (b) shall be madesuccessively whenever such rights, warrants or options are issued, and shallbecome effective on the day following the date of announcement of such issuance.If at the end of the period during which such rights, warrants or options areexercisable, not all rights, warrants or options have been exercised, theadjusted Conversion Rate shall be immediately readjusted to what it would havebeen based upon the number of additional shares of Common Stock actually issued(or the number of shares of Common Stock issuable upon conversion of convertiblesecurities actually issued).

In determining whether such rights, warrants or options entitle the holder tosubscribe for or purchase shares of Common Stock at less than the average LastReported Sale Price, and in determining the aggregate offering price of suchshares of Common Stock, there shall be taken into account any considerationreceived by the Company for such rights or warrants and any amount payable onexercise or conversion thereof, the value of such consideration, if other thancash, to be determined by the Board of Directors.

(c) If shares of the Company’s Capital Stock, evidences of theCompany’s indebtedness or other assets or property of the Company is distributedto all or substantially all holders of Common Stock, excluding:

(i) dividends, distributions and rights, warrants, options or securities referred to in clause (a) or (b) above; and

(ii) dividends or distributions in cash referred to in clause (d) below;

then the conversion rate will be adjusted based on the following formula:

SP(0) CR(1) = CR(0) x --------- SP(0)-FMV

where,

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CR(0) = the Conversion Rate in effect immediately prior to such distribution

CR(1) = the Conversion Rate in effect immediately after such distribution

SP(0) = the average of the Last Reported Sale Prices of Common Stock for the ten consecutive Trading Days prior to the Trading Day immediately preceding the Ex Dividend Date for such distribution

FMV = the Fair Market Value of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the Ex Dividend Date for such distribution

An adjustment made pursuant to the above paragraph shall be madesuccessively whenever any such distribution is made and shall become effectiveon the day immediately after the date fixed for the determination ofshareholders entitled to receive such distribution.

With respect to an adjustment pursuant to this clause (c) wherethere has been a payment of a dividend or other distribution on Common Stock orshares of the Company’s Capital Stock of any class or series, or similar equityinterest, of or relating to a Subsidiary of the Company or other business unit(a "SPIN-OFF"), the Conversion Rate in effect immediately before the close ofbusiness on the record date fixed for determination of holders entitled toreceive the distribution will be increased based on the following formula:

FMV+MP(0) CR(1) = CR(0) x --------- MP(0)

where,

CR(0) = the Conversion Rate in effect immediately prior to such distribution

CR(1) = the Conversion Rate in effect immediately after such distribution

FMV = the average of the Last Reported Sale Prices of the Company’s Capital Stock or similar equity interest distributed to holders applicable to one share of Common Stock over the first 10 Trading Days after the effective date of the Spin-off

MP(0) = the average of the Last Reported Sale Prices of Common Stock over the first 10 consecutive Trading Days after the effective date of the Spin-off

(d) If any cash dividend or distribution is made to all orsubstantially all holders of Common Stock, the Conversion Rate will be adjustedbased on the following formula:

SP(0) CR(1) = CR(0) x ------- SP(0)-C

where,

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CR(0) = the Conversion Rate in effect immediately prior to the record date for such distribution

CR(1) = the Conversion Rate in effect immediately after the Ex Dividend Date for such distribution

SP(0) = the average of the Last Reported Sale Prices of Common Stock for the ten consecutive Trading Days prior to the Trading Day immediately preceding the Ex Dividend Date of such distribution

C = the amount in cash per share the Company distributes to holders of Common Stock

An adjustment made pursuant to this subsection (d) shall become effective on thedate immediately after the record date for the determination of shareholdersentitled to receive such dividend or distribution. If any dividend ordistribution described in this subsection (d) is declared but not so paid ormade, the Conversion Rate shall again be adjusted to the Conversion Rate thatwould then be in effect if such dividend or distribution had not been declared.

(e) The Conversion Rate will be increased if the Company or any ofits Subsidiaries purchases shares of Common Stock pursuant to a tender offer orexchange offer which involves an aggregate consideration that exceeds the LastReported Sale Price of Common Stock on the Trading Day next succeeding the lastdate on which tenders or exchanges may be made pursuant to the tender offer orexchange offer (the "EXPIRATION TIME"). The Conversion Rate will be increasedbased on the following formula:

AC+(SP(1) x OS(1)) CR(1) = CR(0) x ------------------ SP(1) x OS(0)

where,

CR(0) = the Conversion Rate in effect on the date such tender offer or exchange offer expires

CR(1) = the Conversion Rate in effect on the day next succeeding the date such tender offer or exchange offer expires

AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for all shares of Common Stock that the Company or one of its Subsidiaries purchases in the tender offer or exchange offer

OS(0) = the number of shares of Common Stock outstanding immediately prior to the date such tender offer or exchange offer expires

OS(1) = the number of shares of Common Stock outstanding immediately after the date such tender offer or exchange offer expires

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SP(1) = the average of the Last Reported Sale Prices of Common Stock for the ten consecutive Trading Days commencing on the Trading Day next succeeding the date such tender offer or exchange offer expires

If, however, the application of the foregoing formula would result in a decreasein the Conversion Rate, no adjustment to the Conversion Rate will be made. Anyadjustment made pursuant to this subsection (e) shall become effective on thedate immediately following the Expiration Time. If the company is obligated topurchase shares pursuant to any such tender or exchange offer, but the Companyis permanently prevented by applicable law from effecting any such purchases orall such purchases are rescinded, the Conversion Rate shall again be adjusted tobe the Conversion Rate that would be in effect if such tender or exchange offerhad not been made.

(f) The reclassification of Common Stock into securities other thanCommon Stock (other than any reclassification upon an event to which Section14.06 applies) shall be deemed to involve (i) a distribution of such securitiesother than Common Stock to all holders of Common Stock (and the effective dateof such reclassification shall be deemed to be the date fixed for thedetermination of stockholders entitled to receive such distribution within themeaning of Section 14.05(a)), and (ii) a subdivision, split or combination, asthe case may be, of the number of shares of Common Stock outstanding immediatelyprior to such reclassification into the number of shares of Common Stockoutstanding immediately thereafter (and the effective date of suchreclassification shall be deemed to be the date upon which such split orcombination becomes effective within the meaning of Section 14.05(a)).

(g) Notwithstanding the foregoing provisions of Section 14.05, noadjustment shall be made thereunder, nor shall an adjustment be made to theability of a holder of a Note to convert, for any distribution described thereinif the holder will otherwise participate in the distribution without conversionof such holder’s Notes.

(h) The Company may make such increases in the Conversion Rate, inaddition to those required by clauses (a) through (f) of this Section 14.05, asthe Board of Directors considers to be advisable to avoid or diminish any incometax to holders of Common Stock or rights to purchase Common Stock resulting fromany dividend or distribution of stock (or rights to acquire stock) or from anyevent treated as such for income tax purposes.

To the extent permitted by applicable law, the Company from time totime may increase the Conversion Rate by any amount for any period of time ifthe period is at least twenty (20) days, the increase is irrevocable during theperiod and the Board of Directors shall have made a determination that suchincrease would be in the best interests of the Company, which determinationshall be conclusive. Whenever the Conversion Rate is increased pursuant to thepreceding sentence, the Company shall mail to holders of record of the Notes anotice of the increase at least fifteen (15) days prior to the date theincreased Conversion Rate takes effect, and such notice shall state theincreased Conversion Rate and the period during which it will be in effect.

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(i) Except as stated herein, no adjustment to the Conversion Rate need be made:

(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan;

(ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;

(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security not described in (ii) above and outstanding as of the Original Issuance Date;

(iv) for a change in the par value of the Common Stock; or

(v) for accrued and unpaid interest.

(j) All calculations under this Article 14 shall be made by theCompany and shall be made to the nearest one-ten thousandth (1/10,000) of ashare.

(k) Whenever the Conversion Rate is adjusted as herein provided, theCompany shall promptly file with the Trustee and any Conversion Agent other thanthe Trustee an Officer’s Certificate setting forth the Conversion Rate and theapplicable Make Whole Premium Table after such adjustment and setting forth abrief statement of the facts requiring such adjustment. Unless and until a TrustOfficer of the Trustee shall have received such Officer’s Certificate, theTrustee shall not be deemed to have knowledge of any adjustment of theConversion Rate and may assume that the last Conversion Rate of which it hasknowledge is still in effect. Promptly after delivery of such certificate, theCompany shall prepare a notice of such adjustment of the Conversion Rate settingforth the adjusted Conversion Rate and the date on which each adjustment becomeseffective and shall mail such notice of such adjustment of the Conversion Rateto the holder of each Note at its last address appearing on the Note Registerprovided for in Section 2.04 of this Indenture, within twenty (20) days afterexecution thereof. Failure to deliver such notice shall not affect the legalityor validity of any such adjustment.

(l) In any case in which this Section 14.05 provides that anadjustment shall become effective immediately after (1) a record date or StockRecord Date for an event, (2) the date fixed for the determination ofstockholders entitled to receive a dividend or distribution pursuant to Section14.05(a), (3) a date fixed for the determination of stockholders entitled toreceive rights or warrants pursuant to Section 14.05(b) or (4) the ExpirationTime for any tender or exchange offer pursuant to Section 14.05(e), (each a"DETERMINATION DATE"), the Company may elect to defer until the occurrence ofthe applicable Adjustment Event (as hereinafter defined) (x) issuing to theholder of any Note converted after such Determination Date and before theoccurrence of such Adjustment Event, the additional shares of Common Stock orother securities issuable upon such conversion by reason of the adjustmentrequired by such Adjustment Event over and above the Common Stock issuable uponsuch conversion before

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giving effect to such adjustment and (y) paying to such holder any amount incash in lieu of any fraction pursuant to Section 14.03; provided that in thecase of an adjustment made pursuant to Section 14.05(d) with respect to adistribution of shares of Capital Stock of, or similar equity interest in, aSubsidiary or other business unit of the Company, the Company may defer theissuance of such additional shares and cash payment, if any, until the thirdBusiness Day immediately following the last day of the twenty (20) consecutiveTrading Day period commencing on the fifth Trading Day after the Ex-DividendDate. For purposes of this Section 14.05(l), the term "ADJUSTMENT EVENT" shallmean:

(i) in any case referred to in clause (1) hereof, the occurrence of such event;

(ii) in any case referred to in clause (2) hereof, the date any such dividend or distribution is paid or made;

(iii) in any case referred to in clause (3) hereof, the date of expiration of such rights or warrants; and

(iv) in any case referred to in clause (4) hereof, the date a sale or exchange of Common Stock pursuant to such tender or exchange offer is consummated and becomes irrevocable.

(m) For purposes of this Section 14.05, the number of shares ofCommon Stock at any time outstanding shall not include shares held in thetreasury of the Company but shall include shares issuable in respect of scripcertificates issued in lieu of fractions of shares of Common Stock. The Companywill not pay any dividend or make any distribution on shares of Common Stockheld in the treasury of the Company.

(n) Notwithstanding the foregoing provisions of Section 14.05, inthe event of an adjustment to the Conversion Rate pursuant to clause (d) or (e)above, in no event shall the Conversion Rate exceed 107.9914, subject toadjustment pursuant to clauses (a), (b) and (c) above.

SECTION 14.06. Effect of Reclassification, Consolidation, Merger orSale. If any of the following events occur, namely (i) any reclassification orchange of the outstanding shares of Common Stock (other than a subdivision orcombination to which Section 14.05(c) applies), (ii) any consolidation, mergeror combination of the Company with another Person as a result of which holdersof Common Stock shall be entitled to receive stock, other securities or otherproperty or assets (including cash) with respect to or in exchange for suchCommon Stock, or (iii) any sale or conveyance of all or substantially all of theproperties and assets of the Company to any other Person as a result of whichholders of Common Stock shall be entitled to receive stock, other securities orother property or assets (including cash) with respect to or in exchange forsuch Common Stock, then the Company or the successor or purchasing Person, asthe case may be, shall execute with the Trustee a supplemental indenture (whichshall comply with the Trust Indenture Act as in force at the date of executionof such supplemental indenture) providing that each Note shall be convertibleinto the kind and amount of shares of stock, other securities or other propertyor assets (including cash) receivable upon such reclassification, change,consolidation, merger, combination, sale or conveyance by a holder of a numberof

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shares of Common Stock issuable upon conversion of such Notes (assuming, forsuch purposes, a sufficient number of authorized shares of Common Stock areavailable to convert all such Notes) immediately prior to such reclassification,change, consolidation, merger, combination, sale or conveyance assuming suchholder of Common Stock did not exercise his rights of election, if any, as tothe kind or amount of stock, other securities or other property or assets(including cash) receivable upon such reclassification, change, consolidation,merger, combination, sale or conveyance (provided that, if the kind or amount ofstock, other securities or other property or assets (including cash) receivableupon such reclassification, change, consolidation, merger, combination, sale orconveyance is not the same for each share of Common Stock in respect of whichsuch rights of election shall not have been exercised ("NON-ELECTING SHARE"),then for the purposes of this Section 14.06 the kind and amount of stock, othersecurities or other property or assets (including cash) receivable upon suchreclassification, change, consolidation, merger, combination, sale or conveyancefor each non-electing share shall be deemed to be the kind and amount soreceivable per share by a plurality of the non-electing shares). Suchsupplemental indenture shall provide for adjustments which shall be as nearlyequivalent as may be practicable to the adjustments provided for in this Article14.

The Company shall cause notice of the execution of such supplementalindenture to be mailed to each holder of Notes, at its address appearing on theNote Register provided for in Section 2.04 of this Indenture, within twenty (20)days after execution thereof. Failure to deliver such notice shall not affectthe legality or validity of such supplemental indenture.

The above provisions of this Section shall similarly apply tosuccessive reclassifications, changes, consolidations, mergers, combinations,sales and conveyances.

If this Section 14.06 applies to any event or occurrence, Section14.05 shall not apply.

SECTION 14.07. Taxes on Shares Issued. The issue of stockcertificates on conversions of Notes shall be made without charge to theconverting Noteholder for any documentary, stamp or similar issue or transfertax in respect of the issue thereof. The Company shall not, however, be requiredto pay any such tax which may be payable in respect of any transfer involved inthe issue and delivery of stock in any name other than that of the holder of anyNote converted, and the Company shall not be required to issue or deliver anysuch stock certificate unless and until the Person or Persons requesting theissue thereof shall have paid to the Company the amount of such tax or shallhave established to the satisfaction of the Company that such tax has been paid.

SECTION 14.08. Reservation of Shares, Shares to Be Fully Paid;Compliance with Governmental Requirements; Listing of Common Stock. The Companyshall provide, free from preemptive rights, out of its authorized but unissuedshares or shares held in treasury, sufficient shares of Common Stock to providefor the conversion of the Notes from time to time as such Notes are presentedfor conversion.

Before taking any action which would cause an adjustment increasingthe Conversion Rate to an amount that would cause the Conversion Price to bereduced below the then par value, if any, of the shares of Common Stock issuableupon conversion of the Notes, the

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Company will take all corporate action which may, in the opinion of its counsel,be necessary in order that the Company may validly and legally issue shares ofsuch Common Stock at such adjusted Conversion Rate.

The Company covenants that all shares of Common Stock which may beissued upon conversion of Notes will upon issue be fully paid and nonassessableby the Company and free from all taxes, liens and charges with respect to theissue thereof.

The Company covenants that, if any shares of Common Stock to beprovided for the purpose of conversion of Notes hereunder require registrationwith or approval of any governmental authority under any federal or state lawbefore such shares may be validly issued upon conversion, the Company will ingood faith and as expeditiously as possible, to the extent then permitted by therules and interpretations of the Commission (or any successor thereto), endeavorto secure such registration or approval, as the case may be.

The Company further covenants that, at any time the Common Stockshall be listed on the New York Stock Exchange, the Nasdaq National Market orany other national securities exchange or automated quotation system, theCompany will, if permitted by the rules of such exchange or automated quotationsystem, list and keep listed, so long as the Common Stock shall be so listed onsuch exchange or automated quotation system, all Common Stock issuable uponconversion of the Note; provided that if the rules of such exchange or automatedquotation system permit the Company to defer the listing of such Common Stockuntil the first conversion of the Notes into Common Stock in accordance with theprovisions of this Indenture, the Company covenants to list such Common Stockissuable upon conversion of the Notes in accordance with the requirements ofsuch exchange or automated quotation system at such time.

SECTION 14.09. Responsibility of Trustee. The Trustee and any otherConversion Agent shall not at any time be under any duty or responsibility toany holder of Notes to determine the Conversion Rate or whether any facts existwhich may require any adjustment of the Conversion Rate, or with respect to thenature or extent or calculation of any such adjustment when made, or withrespect to the method employed, or herein or in any supplemental indentureprovided to be employed, in making the same. The Trustee and any otherConversion Agent shall not be accountable with respect to the validity or value(or the kind or amount) of any shares of Common Stock, or of any securities orproperty, which may at any time be issued or delivered upon the conversion ofany Note; and the Trustee and any other Conversion Agent make no representationswith respect thereto. Neither the Trustee nor any Conversion Agent shall beresponsible for any failure of the Company to issue, transfer or deliver anyshares of Common Stock or stock certificates or other securities or property orcash upon the surrender of any Note for the purpose of conversion or to complywith any of the duties, responsibilities or covenants of the Company containedin this Article 14. Without limiting the generality of the foregoing, neitherthe Trustee nor any Conversion Agent shall be under any responsibility todetermine the correctness of any provisions contained in any supplementalindenture entered into pursuant to Section 14.06 relating either to the kind oramount of shares of stock or securities or property (including cash) receivableby Noteholders upon the conversion of their Notes after any event referred to insuch Section 14.06 or to any adjustment to be made with respect thereto, but,subject to the provisions of Section 7.02, may accept as conclusive evidence ofthe correctness of any such provisions, and shall be protected in

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relying upon, the Officer’s Certificate (which the Company shall be obligated tofile with the Trustee prior to the execution of any such supplemental indenture)with respect thereto.

SECTION 14.10. Notice to Holders Prior to Certain Actions.

In case:

(a) the Company shall declare a dividend (or any other distribution)on its Common Stock that would require an adjustment in the Conversion Ratepursuant to Section 14.05; or

(b) the Company shall authorize the granting to the holders of allor substantially all of its Common Stock of rights or warrants to subscribe foror purchase any share of any class or any other rights or warrants; or

(c) of any reclassification or reorganization of the Common Stock ofthe Company (other than a subdivision or combination of its outstanding CommonStock, or a change in par value, or from par value to no par value, or from nopar value to par value), or of any consolidation or merger to which the Companyis a party and for which approval of any stockholders of the Company isrequired, or of the sale or transfer of all or substantially all of the assetsof the Company; or

(d) of the voluntary or involuntary dissolution, liquidation orwinding up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed to eachholder of Notes at its address appearing on the Note Register provided for inSection 2.04 of this Indenture, as promptly as possible but in any event atleast ten (10) days prior to the applicable date hereinafter specified, a noticestating (x) the date on which a record is to be taken for the purpose of suchdividend, distribution or rights or warrants, or, if a record is not to betaken, the date as of which the holders of Common Stock of record to be entitledto such dividend, distribution or rights are to be determined, or (y) the dateon which such reclassification, consolidation, merger, sale, transfer,dissolution, liquidation or winding up is expected to become effective or occur,and the date as of which it is expected that holders of Common Stock of recordshall be entitled to exchange their Common Stock for securities or otherproperty deliverable upon such reclassification, consolidation, merger, sale,transfer, dissolution, liquidation or winding up. Failure to give such notice,or any defect therein, shall not affect the legality or validity of suchdividend, distribution, reclassification, consolidation, merger, sale, transfer,dissolution, liquidation or winding up.

SECTION 14.11. Shareholder Rights Plan. To the extent that theCompany adopts any future rights plan, upon conversion of the Notes into CommonStock, holders of Notes shall receive, in addition to Common Stock, the rightsunder the future rights plan unless the rights have separated from the CommonStock at the time of conversion, in which case the conversion rate will beadjusted as if the Company distributed to all holders of Common Stock shares ofthe Company’s Capital Stock, evidences of indebtedness or assets or property inaccordance with Section 14.05(b), subject to readjustments in the event of theexpiration, termination or redemption of such rights.

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SECTION 14.12. Exchange in Lieu of Conversion. The Company shallhave the option, exercisable at any time or from time to time, by an instrumentin writing signed by the Company and provided to the Conversion Agent, todesignate a, or change the existing designation of the, financial institution(an "EXCHANGE PARTY") of which Notes surrendered by a holder for conversion willinitially be offered by the Conversion Agent on behalf of a holder for exchangein lieu of conversion. In order to accept any Notes surrendered for conversion,the Exchange Party must agree to deliver in exchange for such Notes, a number offull shares of Common Stock issuable on conversion thereof based on theapplicable Conversion Rate, plus cash for any fractional shares, or cash or acombination of cash and Common Stock in lieu thereof in the form that wouldotherwise have been deliverable by the Company under this Article 14. If theExchange Party accepts any Notes for conversion, it will deliver to theConversion Agent, and the Conversion Agent will deliver to the convertingholders, the shares of Common Stock or other consideration payable with respectto such Notes. In the event that the Exchange Party agrees to accept any Notesfor conversion but fails to deliver the consideration for the converted Notes bythe second Business Day following the determination of the applicable stockprice, the Notes will be converted by the Company in accordance with thisArticle 14 and the Company will, as promptly as practicable thereafter, but notlater than three Business Days following the determination of the applicablestock price, deliver to the Holder shares of Common Stock (together with anycash payment in lieu of fractional shares) or cash or a combination of cash andshares of Common Stock in accordance with this Article 14. Any Notes exchangedby the Exchange Party shall remain outstanding. The designation by the Companyof an Exchange Party does not require such Exchange Party to accept any Notesfor conversion. If the Exchange Party declines to accept any Notes surrenderedfor conversion, the Company will convert the Notes on the terms provided in thisIndenture. The Company will not pay any consideration to, or otherwise enterinto any arrangement with, the Exchange Party for or with respect to suchdesignation.

ARTICLE 15 MAKE WHOLE PREMIUM

SECTION 15.01. Make Whole Premium. (a) If a Fundamental Change thatconstitutes a Change of Control becomes effective on or prior to June 15, 2011,the Company shall pay the Make Whole Premium to holders of the Notes who converttheir Notes pursuant to Section 14.01(a)(v) in connection with such FundamentalChange or to holders of the Notes who surrender their Notes for repurchase uponsuch Fundamental Change pursuant to Section 3.04. The Make Whole Premium will bepaid on the Designated Event Repurchase Date solely in shares of Common Stock(other than cash paid in lieu of fractional shares) or in the same form ofconsideration into which shares of Common Stock have been converted inconnection with the Fundamental Change. If holders of Common Stock have theright to elect the form of consideration received in a Fundamental Change, thenfor purposes of the foregoing the consideration into which a share of CommonStock has been converted shall be deemed to equal the aggregate considerationdistributed in respect of all shares of Common Stock divided by the total numberof shares of Common Stock participating in the distribution.

(b) The Make Whole Premium will be determined as follows:

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(i) "STOCK PRICE" means the price paid per share of Common Stock in the transaction constituting the Fundamental Change, determined as follows:

(A) if holders of the Common Stock receive only cash in such Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock; and

(B) otherwise, the Stock Price shall be the average of the Last Reported Sale Price of the Common Stock on the 10 Trading Days up to but not including the effective date of such Fundamental Change.

(ii) "ADDITIONAL PREMIUM" means the percentage (expressed as a decimal) set forth on the tables below:

(A) the table below sets forth the Additional Premiums prior to June 20, 2008 for the Stock Price and the effective date of the Fundamental Change:

<TABLE><CAPTION> Stock Price -------------------------------------------------------------------------------------------------Effective Date $9.26 $10.00 $11.00 $12.00 $13.00 $15.00 $20.00 $50.00 $100.00-----------------------------------------------------------------------------------------------------------------------<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>July 2, 2004 0.0% 4.6% 10.9% 17.4% 16.4% 14.0% 9.3% 0.6% 0.0%June 15, 2005 0.0% 2.4% 8.8% 15.4% 14.6% 11.5% 7.8% 0.4% 0.0%June 15, 2006 0.0% 1.0% 6.9% 13.4% 11.9% 9.5% 5.3% 0.4% 0.0%June 15, 2007 0.0% 0.5% 4.5% 10.5% 9.3% 6.0% 2.9% 0.4% 0.0%June 19, 2008 0.0% 1.7% 1.7% 1.7% 1.7% 1.7% 1.7% 1.7% 0.0%</TABLE>

If the Stock Price is (1) between two Stock Price amounts on the table or the effective date of the Fundamental Change is between two dates on the table, the Additional Premium will be determined by straight-line interpolation between Additional Premium amounts set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365 day year. The Stock Prices set forth in the column headers are subject to adjustment pursuant to Section 14.05.

(B) The table below sets forth the Additional Premiums on or after June 20, 2008:

<TABLE><CAPTION> Effective Date of Fundament Change Additional Premium--------------------------------------------------- ------------------<S> <C>Beginning June 20, 2008 and ending on June 14, 2009 1.7%Beginning June 15, 2009 and ending on June 14, 2010 1.1%Beginning June 15, 2010 and ending on June 14, 2011 0.6%</TABLE>

(iii) "MAKE WHOLE PREMIUM" means the amount per $1,000 original principal amount of Notes equal to:

(A) if the effective date of the Fundamental Change is on or after June 16, 2011, $0;

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(B) if the Stock Price is less than $9.26 (subject to adjustment pursuant to Section 15.02) (the "STOCK PRICE THRESHOLD"), $0; and

(C) if the Stock Price is more than $100.00 (subject to adjustment pursuant to Section 15.02) (the "STOCK PRICE CAP"), $0; and

(D) otherwise, the dollar amount equal to the product of the Additional Premium and $1,000.

(c) The value of the shares of Common Stock, or other considerationto be received, for purposes of determining the number of shares to be issued,or other consideration to be delivered, in respect of the Make Whole Premiumwill be calculated as follows:

(i) in the case of a Fundamental Change in which all or substantially all of the shares of Common Stock have been converted as of the effective date of such Fundamental Change into the right to receive securities or other assets or property, then the value of the shares of Common Stock will equal the value of the consideration paid per share, with the consideration valued as follows:

(A) securities that are traded on an United States national securities exchange or approved for quotation on the Nasdaq National Market or any similar system of automated dissemination of quotations of securities prices will be valued based on 98% of the average Last Reported Sale Price on the ten (10) Trading Days prior to but excluding the Designated Event Repurchase Date,

(B) other securities, assets or property (other than cash) which holders will have the right to receive will be valued based on 98% of the average of the fair market value of such securities, assets or property (other than cash) as determined by two independent nationally recognized investment banks selected by the Trustee, and

(C) 100% of any cash; and

(ii) in all other cases, the value of each share of Common Stock will equal 98% of the average of the Last Reported Sale Price of Common Stock on the ten (10) Trading Days prior to but excluding the Designated Event Repurchase Date.

Notwithstanding the foregoing, in no event shall the value of each share ofCommon Stock (or of the securities or other assets or property into which eachshare of Common Stock has been converted) be less than 50% of the Stock Priceused to determine the amount of the Make Whole Premium.

The Trustee (or other Conversion Agent appointed by the Company)shall, on behalf of and on request by the Company or the Trustee, calculate (A)the Stock Price, and (B) the Additional Premium and Make Whole Premium withrespect to such Stock Price, based on the effective date specified by theCompany or the Trustee, and shall deliver its calculation of the Stock Price andMake Whole Premium to the Company and the Trustee within three

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Business Days of the request by the Company or the Trustee. In addition, theTrustee or Conversion Agent shall, on behalf of and upon request by the Companyor the Trustee no less than three Business Days prior to a Designated EventRepurchase Date, make the determinations described in Section 15.01(c)(i)(A) andSection 15.01(c)(ii) above and deliver its calculations to the Company or theTrustee by 9:00 p.m., New York City time, on the day prior to the DesignatedEvent Repurchase Date. The Company, or at the Company’s request, the Trustee inthe name and at the expense of the Company, (x) shall notify the holders of theStock Price and Make Whole Premium per $1,000 original principal amount of Noteswith respect to a Fundamental Change as part of the Fundamental Change Noticeand (y) shall notify the holders promptly upon the opening of business on theDesignated Event Repurchase Date of the number of shares of Common Stock (orsuch other securities, assets or property into which all or substantially all ofthe shares of Common Stock have been converted as of the effective date asdescribed above) to be paid in respect of the Make Whole Amount in connectionwith such Fundamental Change and the Company shall also publicly announce suchinformation and publish it on the Company’s website. Any notice so given shallbe conclusively presumed to have been duly given, whether or not the Holderreceives such notice.

(d) On or prior to the Designated Event Repurchase Date, the Companywill deposit with the Trustee or with one or more Paying Agents (or, if theCompany is acting as its own Paying Agent, set aside, segregate and hold intrust) an amount of shares of Common Stock (or in the case of a FundamentalChange in which all or substantially all of the shares of Common Stock have beenconverted as of the effective date into the right to receive securities or otherassets or property, an amount of such other securities or other assets orproperty) sufficient to pay the Make Whole Premium with respect to all the Notesto be repurchased on such date and all the Notes converted in connection withsuch Fundamental Change; provided that if such payment is made on the DesignatedEvent Repurchase Date it must be received by the Trustee or paying agent, as thecase may be, by 10:00 a.m., New York City time, on such date. Payment of theMake Whole Premium for Notes surrendered for repurchase (and not withdrawn)prior to the close of business on the third Business Day immediately precedingthe Designated Event Repurchase Date or surrendered for conversion within theperiod described in Section 14.01(a)(v), will be made promptly (but in no eventmore than five (5) Business Days) following the Designated Event Repurchase Dateby mailing checks in respect of cash and otherwise delivering entitlements tosecurities, other assets or property for the amount payable to the holders ofsuch Notes entitled thereto as they shall appear in the Note Register.

SECTION 15.02. Adjustments Relating to Make Whole Premium. Wheneverthe Conversion Rate shall be adjusted from time to time by the Company pursuantto Section 14.05, the Stock Price Threshold and the Stock Price Cap shall beadjusted and each of the stock prices set forth in the table above in Section15.01(b)(ii)(A) will be adjusted by multiplying each such amount by a fractionthe numerator of which is the Conversion Rate immediately prior to suchadjustment and the denominator of which is the Conversation Rate as so adjusted.

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ARTICLE 16 MISCELLANEOUS PROVISIONS

SECTION 16.01. Provisions Binding on Successors. All the covenants,stipulations, promises and agreements by a party hereto contained in thisIndenture shall bind such party’s successors and assigns whether so expressed ornot.

SECTION 16.02. Official Acts by Successor Corporation. Any act orproceeding by any provision of this Indenture authorized or required to be doneor performed by any board, committee or officer of the Company shall and may bedone and performed with like force and effect by the like board, committee orofficer of any Person that shall at the time be the lawful sole successor of theCompany.

SECTION 16.03. Addresses for Notices, Etc. Any notice or demandwhich by any provision of this Indenture is required or permitted to be given orserved by the Trustee or by the holders of Notes on the Company shall be deemedto have been sufficiently given or made, for all purposes, if given or served bybeing deposited postage prepaid by registered or certified mail in a post officeletter box or sent by telecopier transmission addressed as follows: The GoodyearTire & Rubber Company, 1144 East Market Street, Akron, Ohio 44316-0001,Attention: General Counsel and Secretary, telecopier no: (330) 796-8836. Anynotice, direction, request or demand hereunder to or upon the Trustee shall bedeemed to have been sufficiently given or made, for all purposes, if given orserved by being deposited, postage prepaid, by registered or certified mail in apost office letter box or sent by telecopier transmission addressed to theCorporate Trust Office of the Trustee.

By notice to the other party, the Company or the Trustee, as thecase may be, may designate additional or different addresses for subsequentnotices or communications.

Any notice or communication mailed to a Noteholder shall be mailedto him by first class mail, postage prepaid, at his address as it appears on theNote Register and shall be sufficiently given to him if so mailed within thetime prescribed.

Failure to mail a notice or communication to a Noteholder or anydefect in it shall not affect its sufficiency with respect to other Noteholders.If a notice or communication is mailed in the manner provided above, it is dulygiven, whether or not the addressee receives it.

SECTION 16.04. Governing Law. This Indenture and each Note shall bedeemed to be a contract made under the laws of the State of New York, and forall purposes shall be construed in accordance with the laws of the State of NewYork (including Section 5-1401 of the New York General Obligations Law or anysuccessor to such statute).

SECTION 16.05. Evidence of Compliance with Conditions Precedent,Certificates to Trustee. Upon any application or demand by the Company to theTrustee to take any action under any of the provisions of this Indenture, theCompany shall furnish to the Trustee an Officer’s Certificate stating that allconditions precedent, if any, provided for in this Indenture relating to theproposed action have been complied with, and an Opinion of Counsel stating that,in the opinion of such counsel, all such conditions precedent have been compliedwith.

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Each certificate or opinion provided for in this Indenture anddelivered to the Trustee with respect to compliance with a condition or covenantprovided for in this Indenture shall include: (1) a statement that each Personmaking such certificate or opinion has read such covenant or condition; (2) abrief statement as to the nature and scope of the examination or investigationupon which the statement or opinion contained in such certificate or opinion isbased; (3) a statement that, in the opinion of each such Person, he has madesuch examination or investigation as is necessary to enable him to express aninformed opinion as to whether or not such covenant or condition has beencomplied with; and (4) a statement as to whether or not, in the opinion of eachsuch Person, such condition or covenant has been complied with.

SECTION 16.06. Legal Holidays. In any case in which the date ofmaturity of interest on, Make Whole Premium (if any) on, or principal of theNotes or the Redemption Date of any Note or any Repurchase Date with respect toany Note will not be a Business Day, then payment of such interest on, MakeWhole Premium (if any) on, or principal of the Notes need not be made on suchdate, but may be made on the next succeeding Business Day with the same forceand effect as if made on the date of maturity or the Redemption Date or theRepurchase Date, as the case may be, and no interest shall accrue for the periodfrom and after such date to the next succeeding Business Day.

SECTION 16.07. Company Responsible for Making Calculations. Unlessotherwise specified in this Indenture, the Company will be responsible formaking all calculations called for under the Notes. These calculations include,but are not limited to, determination of the Last Reported Sale Price, theamount of accrued interest payable on the Notes and the Conversion Rate of theNotes. The Company will make these calculations in good faith and, absentmanifest error, these calculations will be final and binding on the Noteholders.Promptly after the calculation thereof, the Company will provide to each of theTrustee and the Conversion Agent an Officer’s Certificate setting forth aschedule of its calculations, and each of the Trustee and the Conversion Agentis entitled to conclusively rely upon the accuracy of such calculations withoutindependent verification. The Trustee will forward the Company’s calculations toany holder upon the request of such holder.

SECTION 16.08. Trust Indenture Act. This Indenture is hereby madesubject to, and shall be governed by, the provisions of the Trust Indenture Actrequired to be part of and to govern indentures qualified under the TrustIndenture Act; provided that this Section 16.08 shall not require this Indentureor the Trustee to be qualified under the Trust Indenture Act prior to the timesuch qualification is in fact required under the terms of the Trust IndentureAct, nor shall it constitute any admission or acknowledgment by any party to theIndenture that any such qualification is required prior to the time suchqualification is in fact required under the terms of the Trust Indenture Act. Ifany provision hereof limits, qualifies or conflicts with another provisionhereof which is required to be included in an indenture qualified under theTrust Indenture Act, such required provision shall control.

SECTION 16.09. No Security Interest Created. Except as provided inSection 7.07, nothing in this Indenture or in the Notes, expressed or implied,shall be construed to constitute a security interest under the UniformCommercial Code or similar legislation, as now or hereafter enacted and ineffect, in any jurisdiction in which property of the Company or its subsidiariesis located.

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SECTION 16.10. Benefits of Indenture. Nothing in this Indenture orin the Notes, express or implied, shall give to any Person, other than theparties hereto, any Paying Agent, any authenticating agent, any Note Registrarand their successors hereunder and the holders of Notes any benefit or any legalor equitable right, remedy or claim under this Indenture.

SECTION 16.11. Table of Contents, Headings, Etc. The table ofcontents and the titles and headings of the Articles and Sections of thisIndenture have been inserted for convenience of reference only, are not to beconsidered a part hereof, and shall in no way modify or restrict any of theterms or provisions hereof.

SECTION 16.12. Authenticating Agent. The Trustee may appoint anauthenticating agent that shall be authorized to act on its behalf, and subjectto its direction, in the authentication and delivery of Notes in connection withthe original issuance thereof and transfers and exchanges of Notes hereunder,including under Sections 2.03, 2.07, 2.08, 2.10, 3.02 and 3.07, as fully to allintents and purposes as though the authenticating agent had been expresslyauthorized by this Indenture and those Sections to authenticate and deliverNotes. For all purposes of this Indenture, the authentication and delivery ofNotes by the authenticating agent shall be deemed to be authentication anddelivery of such Notes "by the Trustee" and a certificate of authenticationexecuted on behalf of the Trustee by an authenticating agent shall be deemed tosatisfy any requirement hereunder or in the Notes for the Trustee’s certificateof authentication. Such authenticating agent shall at all times be a Personeligible to serve as trustee hereunder pursuant to Section 7.10.

Any corporation into which any authenticating agent may be merged orconverted or with which it may be consolidated, or any corporation resultingfrom any merger, consolidation or conversion to which any authenticating agentshall be a party, or any corporation succeeding to the corporate trust businessof any authenticating agent, shall be the successor of the authenticating agenthereunder, if such successor corporation is otherwise eligible under thisSection 16.12, without the execution or filing of any paper or any further acton the part of the parties hereto or the authenticating agent or such successorcorporation.

Any authenticating agent may at any time resign by giving writtennotice of resignation to the Trustee and to the Company. The Trustee may at anytime terminate the agency of any authenticating agent by giving written noticeof termination to such authenticating agent and to the Company. Upon receivingsuch a notice of resignation or upon such a termination, or in case at any timeany authenticating agent shall cease to be eligible under this Section, theTrustee shall either promptly appoint a successor authenticating agent or itselfassume the duties and obligations of the former authenticating agent under thisIndenture and, upon such appointment of a successor authenticating agent, ifmade, shall give written notice of such appointment of a successorauthenticating agent to the Company and shall mail notice of such appointment ofa successor authenticating agent to all holders of Notes as the names andaddresses of such holders appear on the Note Register.

The Company agrees to pay to the authenticating agent from time totime such reasonable compensation for its services as shall be agreed upon inwriting between the Company and the authenticating agent.

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The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and thisSection 16.12 shall be applicable to any authenticating agent.

SECTION 16.13. Execution in Counterparts. This Indenture may beexecuted in any number of counterparts, each of which shall be an original, butsuch counterparts shall together constitute but one and the same instrument.

SECTION 16.14. Severability. In case any provision in this Indentureor in the Notes shall be invalid, illegal or unenforceable, then (to the extentpermitted by law) the validity, legality and enforceability of the remainingprovisions shall not in any way be affected or impaired thereby.

Wells Fargo Bank, N.A. hereby accepts the trusts in this Indenturedeclared and provided, upon the terms and conditions herein above set forth.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture tobe duly executed.


By: /s/ Darren R. Wells -------------------------------------- Name: Darren R. Wells Title: Vice President and Treasurer

WELLS FARGO BANK, N.A., as Trustee

By: /s/ Timothy P. Mowdy -------------------------------------- Name: Timothy P. Mowdy Title: Assistant Vice President

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APPENDIX A

PROVISIONS RELATING TO NOTES

1. Definitions

1.1 Definitions

For the purposes of this Appendix A the following terms shall have themeanings indicated below:

"Definitive Note" means a certificated Note (bearing the RestrictedSecurities Legend if the transfer of such Note is restricted by applicable law)that does not include the Global Notes Legend.

"Depositary" means The Depository Trust Company, its nominees andtheir respective successors.

"Global Notes Legend" means the legend set forth in Appendix A tothis Indenture.

"IAI" means an institutional "accredited investor" as defined inRule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

"Initial Purchasers" means Goldman, Sachs & Co., Deutsche BankSecurities Inc. and J.P. Morgan Securities Inc.

"Purchase Agreement" means (1) with respect to the Securities issuedon the Original Issue Date, the Purchase Agreement dated June 28, 2004, amongthe Company and the Initial Purchasers, and (2) with respect to each issuance ofAdditional Securities issued in a transaction exempt from the registrationrequirements of the Securities Act, the purchase agreement among the Company andthe Persons purchasing such Additional Securities.

"QIB" means a "qualified institutional buyer" as defined in Rule144A.

"Registration Agreement" means (1) with respect to the Securitiesissued on the Original Issue Date, the Registration Rights Agreement dated July2, 2004, among the Company and the Initial Purchasers as amended from time totime in accordance with its terms, and (2) with respect to each issuance ofAdditional Securities issued in a transaction exempt from the registrationrequirements of the Securities Act, the registration rights agreement, if any,among the Company and the Persons purchasing such Additional Securities underthe related Purchase Agreement.

"Restricted Securities Legend" means the legend set forth in Section2.3(d)(i) herein.

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"Rule 144A" means Rule 144A as promulgated under the Securities Act.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Custodian" means the custodian with respect to a GlobalNote (as appointed by the Depositary) or any successor person thereto, who shallinitially be the Trustee.

"Shelf Registration Statement" means the registration statementfiled by the Company in connection with an offer and sale of Notes pursuant to aRegistration Agreement.

"Transfer Restricted Notes" means Definitive Notes and any otherNotes that bear or are required to bear the Restricted Securities Legend.

1.2 Other Definitions

<TABLE><CAPTION> Term: ------<S> <C>"Agent Members".................................... 2.1(c)"Global Notes"..................................... 2.1(b)"IAI Global Note".................................. 2.1(b)"Rule 144A Global Note"............................ 2.1(b)</TABLE>

2. The Notes

2.1 Form and Dating

(a) The Notes will be (i) offered and sold by the Company pursuantto the Purchase Agreement and (ii) resold, initially only to QIBs in reliance onRule 144A. Such Notes may thereafter be transferred to, among others, QIBs andIAIs, subject to the restrictions on transfer set forth herein.

(b) Global Notes. Notes initially resold pursuant to Rule 144A shallbe issued initially in the form of one or more permanent global Notes indefinitive, fully registered form (collectively, the "Rule 144A Global Note"),without interest coupons and bearing the Global Notes Legend and RestrictedSecurities Legend, which shall be deposited on behalf of the purchasers of theNotes represented thereby with the Securities Custodian, and registered in thename of the Depositary or a nominee of the Depositary, duly executed by theCompany and authenticated by the Trustee as provided in this Indenture.

Beneficial interests in Rule 144A Global Notes may be exchanged foran interest in securities resold to IAIs, which securities shall be issued inthe form of one or more permanent global Notes in definitive, fully registeredform (collectively, the "IAI Global Note"), if (1) such exchange occurs inconnection with a transfer of the securities in compliance with an exemptionunder the Securities Act and (2) the transferor of the Rule 144A Global Notefirst delivers to the trustee a written certificate (substantially in

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the form of Exhibit B) to the effect that (A) the Rule 144A Global Security isbeing transferred to an "accredited investor" within the meaning of 501(a) (1),(2), (3) or (7) under the Securities Act that is an institutional investoracquiring the securities for its own account or for the account of such aninstitutional accredited investor, in each case in a minimum principal amount ofNotes of $250,000, for investment purposes and not with a view to or for offeror sale in connection with any distribution in violation of the Securities Actand (B) in accordance with all applicable securities laws of the states of theUnited States and other jurisdictions. The IAI Global Note shall be issuedwithout interest coupons and shall bear the Global Notes Legend and theRestricted Securities Legend.

Beneficial interests in IAI Global Notes may be exchanged forinterests in Rule 144A Global Notes if (1) such exchange occurs in connectionwith a transfer of Notes in compliance with Rule 144A and (2) the transferor ofthe beneficial interest in the IAI Global Notes first delivers to the Trustee awritten certificate (in a form satisfactory to the Trustee) to the effect thatthe beneficial interest in the IAI Global Note is being transferred to a Person(a) who the transferor reasonably believes to be a QIB, (b) purchasing for itsown account or the account of a QIB in a transaction meeting the requirements ofRule 144A and (c) in accordance with all applicable securities laws of thestates of the United States and other jurisdictions.

The Rule 144A Global Note and the IAI Global Note are collectivelyreferred to herein as "Global Notes". The aggregate principal amount of theGlobal Securities may from time to time be increased or decreased by adjustmentsmade on the records of the Trustee and the Depositary or its nominee ashereinafter provided.

(c) Book-Entry Provisions. This Section 2.1(c) shall apply only to aGlobal Note deposited with or on behalf of the Depositary.

The Company shall execute and the Trustee shall, in accordance withthis Section 2.1(c) and Section 2.2 and pursuant to an order of the Companysigned by an Officer, authenticate and deliver one or more Global Notes that (i)shall be registered in the name of the Depositary for such Global Note or GlobalNotes or the nominee of such Depositary and (ii) shall be delivered by theTrustee to such Depositary or pursuant to such Depositary’s instructions or heldby the Trustee as Securities Custodian.

Members of, or participants in, the Depositary ("Agent Members")shall have no rights under this Indenture with respect to any Global Note heldon their behalf by the Depositary or by the Trustee as Securities Custodian orunder such Global Note, and the Depositary may be treated by the Company, theTrustee and any agent of the Company or the Trustee as the absolute owner ofsuch Global Note for all purposes whatsoever. Notwithstanding the foregoing,nothing herein shall prevent the Company, the Trustee or any agent of theCompany or the Trustee from giving effect to any written certification, proxy orother authorization furnished by the Depositary or impair, as between theDepositary and its Agent Members, the operation of customary practices of suchDepositary governing the exercise of the rights of a holder of a beneficialinterest in any Global Note.

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(d) Definitive Notes. Except as provided in Section 2.3 or 2.4,owners of beneficial interests in Global Notes will not be entitled to receivephysical delivery of certificated Notes.

2.2 Authentication. The Trustee shall authenticate and make available fordelivery upon a written order of the Company signed by an Officer (a) Notes fororiginal issue on the date hereof in an aggregate principal amount of$350,000,000, and (b) any Additional Securities for original issue in anaggregate principal amount specified in the written order of the Company.

2.3 Transfer and Exchange. (a) Transfer and Exchange of Definitive Notes.When Definitive Notes are presented to the Registrar with a request:

(i) to register the transfer of such Definitive Notes; or

(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested ifits reasonable requirements for such transaction are met; provided, however,that the Definitive Notes surrendered for transfer or exchange:

(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the holder thereof or his attorney duly authorized in writing; and

(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:

(A) if such Definitive Notes are being delivered to the Registrar by a holder for registration in the name of such holder, without transfer, a certification from such holder to that effect (in the form set forth on the reverse side of the Note); or

(B) if such Definitive Notes are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Note); or

(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Note) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(d)(i).

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(b) Restrictions on Transfer of a Definitive Note for a BeneficialInterest in a Global Note. A Definitive Note may not be exchanged for abeneficial interest in a Global Note except upon satisfaction of therequirements set forth below. Upon receipt by the Trustee of a Definitive Note,duly endorsed or accompanied by a written instrument of transfer in formreasonably satisfactory to the Company and the Registrar, together with:

(i) certification (in the form set forth on the reverse side of the Note) that such Definitive Note is being transferred (1) to a QIB in accordance with Rule 144A; and

(ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for certificated Notes pursuant to Section 2.4, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officer’s Certificate, a new Global Note in the appropriate principal amount.

(c) Transfer and Exchange of Global Notes. (i) The transfer andexchange of Global Notes or beneficial interests therein shall be effectedthrough the Depositary, in accordance with this Indenture (including applicablerestrictions on transfer set forth herein, if any) and the procedures of theDepositary therefor. A transferor of a beneficial interest in a Global Noteshall deliver a written order given in accordance with the Depositary’sprocedures containing information regarding the participant account of theDepositary to be credited with a beneficial interest in such Global Note oranother Global Note and such account shall be credited in accordance with suchorder with a beneficial interest in the applicable Global Note and the accountof the Person making the transfer shall be debited by an amount equal to thebeneficial interest in the Global Note being transferred.

(ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall

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reflect on its books and records the date and a corresponding decrease in the principal amount of Global Note from which such interest is being transferred.

(iii) Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in Section 2.4), a Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

(iv) In the event that a Global Note is exchanged for Definitive Notes pursuant to Section 2.4 prior to the effectiveness of a Shelf Registration Statement with respect to such Notes, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Notes intended to ensure that such transfers comply with Rule 144A or such other applicable exemption from registration under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company.

(d) Legend.

(i) Except as permitted by the following paragraphs (ii) and (iii), each Note certificate evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE

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SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

THIS NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.

Each Definitive Note shall bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

(ii) Upon any sale or transfer of a Transfer Restricted Note that isa Definitive Note, the Registrar shall permit the holder thereof to exchangesuch Transfer Restricted Note for a Definitive Note that does not bear thelegends set forth above and rescind any restriction on the transfer of suchTransfer Restricted Note if the holder certifies in writing to the Registrarthat its request for such exchange was made in reliance on Rule 144 (suchcertification to be in the form set forth on the reverse of the Note).

(iii) After a transfer of any Notes during the period of theeffectiveness of a Shelf Registration Statement with respect to such Notes, allrequirements pertaining to the Restricted Securities Legend on such Notes shallcease to apply and the requirements that any such Notes be issued in global formshall continue to apply.

(e) Cancelation or Adjustment of Global Note. At such time as allbeneficial interests in a Global Note have either been exchanged for DefinitiveNotes, transferred, redeemed, repurchased or canceled, such Global Note shall bereturned by the Depositary to the Trustee for cancelation or retained andcanceled by the Trustee. At

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any time prior to such cancelation, if any beneficial interest in a Global Noteis exchanged for Definitive Notes, transferred in exchange for an interest inanother Global Note, redeemed, repurchased or canceled, the principal amount ofNotes represented by such Global Note shall be reduced and an adjustment shallbe made on the books and records of the Trustee (if it is then the SecuritiesCustodian for such Global Note) with respect to such Global Note, by the Trusteeor the Securities Custodian, to reflect such reduction.

(f) Obligations with Respect to Transfers and Exchanges of Notes.

(i) To permit registrations of transfers and exchanges, the Companyshall execute and the Trustee shall authenticate, Definitive Notes and GlobalNotes at the Registrar’s request.

(ii) No service charge shall be made for any registration oftransfer or exchange, but the Company may require payment of a sum sufficient tocover any transfer tax, assessments, or similar governmental charge payable inconnection therewith (other than any such transfer taxes, assessments or similargovernmental charge payable upon exchanges pursuant to Sections 2.07, 3.03, and10.04 of this Indenture).

(iii) Prior to the due presentation for registration of transfer ofany Note, the Company, the Trustee, the Paying Agent or the Registrar may deemand treat the person in whose name a Note is registered as the absolute owner ofsuch Note for the purpose of receiving payment of principal of and interest onsuch Note and for all other purposes whatsoever, whether or not such Note isoverdue, and none of the Company, the Trustee, the Paying Agent or the Registrarshall be affected by notice to the contrary.

(iv) All Notes issued upon any transfer or exchange pursuant to theterms of this Indenture shall evidence the same debt and shall be entitled tothe same benefits under this Indenture as the Notes surrendered upon suchtransfer or exchange.

(g) No Obligation of the Trustee.

(i) The Trustee shall have no responsibility or obligation to anybeneficial owner of a Global Note, a member of, or a participant in theDepositary or any other Person with respect to the accuracy of the records ofthe Depositary or its nominee or of any participant or member thereof, withrespect to any ownership interest in the Notes or with respect to the deliveryto any participant, member, beneficial owner or other Person (other than theDepositary) of any notice (including any notice of redemption or repurchase) orthe payment of any amount, under or with respect to such Notes. All notices andcommunications to be given to the holders and all payments to be made to holdersunder the Notes shall be given or made only to the registered holders (whichshall be the Depositary or its nominee in the case of a Global Note). The rightsof beneficial owners in any Global Note shall be exercised only through theDepositary subject to the applicable rules and procedures of the Depositary. TheTrustee may rely and shall be fully protected in relying upon informationfurnished by the Depositary with respect to its members, participants and anybeneficial owners.

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(ii) The Trustee shall have no obligation or duty to monitor,determine or inquire as to compliance with any restrictions on transfer imposedunder this Indenture or under applicable law with respect to any transfer of anyinterest in any Note (including any transfers between or among Depositaryparticipants, members or beneficial owners in any Global Note) other than torequire delivery of such certificates and other documentation or evidence as areexpressly required by, and to do so if and when expressly required by, the termsof this Indenture, and to examine the same to determine substantial complianceas to form with the express requirements hereof.

2.4 Definitive Notes

(a) A Global Note deposited with the Depositary or with the Trusteeas Securities Custodian pursuant to Section 2.1 shall be transferred to thebeneficial owners thereof in the form of Definitive Notes in an aggregateprincipal amount equal to the principal amount of such Global Note, in exchangefor such Global Note, only if such transfer complies with Section 2.3 and (i)the Depositary notifies the Company that it is unwilling or unable to continueas a Depositary for such Global Note or if at any time the Depositary ceases tobe a "clearing agency" registered under the Exchange Act, and a successordepositary is not appointed by the Company within 90 days of such notice orafter the Company becomes aware of such cessation, or (ii) the Company, in itssole discretion, notifies the Trustee in writing that it elects to cause theissuance of certificated Notes under this Indenture.

(b) Any Global Note that is transferable to the beneficial ownersthereof pursuant to this Section 2.4 shall be surrendered by the Depositary tothe Trustee, to be so transferred, in whole or from time to time in part,without charge, and the Trustee shall authenticate and deliver, upon suchtransfer of each portion of such Global Note, an equal aggregate principalamount of Definitive Notes of authorized denominations. Any portion of a GlobalNote transferred pursuant to this Section shall be executed, authenticated anddelivered only in denominations of $1,000 and any integral multiple thereof andregistered in such names as the Depositary shall direct. Any certificated Notein the form of a Definitive Note delivered in exchange for an interest in theGlobal Note shall, except as otherwise provided by Section 2.3(d), bear theRestricted Securities Legend.

(c) Subject to the provisions of Section 2.4(b), the registeredholder of a Global Note may grant proxies and otherwise authorize any Person,including Agent Members and Persons that may hold interests through AgentMembers, to take any action which a holder is entitled to take under thisIndenture or the Notes.

(d) In the event of the occurrence of any of the events specified inSection 2.4(a)(i), (ii) or (iii), the Company will promptly make available tothe Trustee a reasonable supply of Definitive Notes in fully registered formwithout interest coupons.

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EXHIBIT A

[FORM OF FACE OF NOTE]

[Global Notes Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVEOF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEWYORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE ORPAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. ORSUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANYPAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY ANAUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTEREDOWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS INWHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF ORSUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALLBE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH INTHE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[Restricted Securities Legend]

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTEHAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE"SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCEOF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OFTHIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THEEXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BYRULE 144A THEREUNDER.

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTEMAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO APERSON WHO THE TRANSFEROR

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REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OFRULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THEACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THEREQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDERTHE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO ANINSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TOAN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4)PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B)IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITEDSTATES AND OTHER JURISDICTIONS.

THIS NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSIONAND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIMETO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANYSUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THEINTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OFRESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND SUCH SHARES SHALLBE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE AGREED TOANY SUCH AMENDMENT OR SUPPLEMENT.

Each Definitive Note shall bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THEREGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCHTRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITHTHE FOREGOING RESTRICTIONS.

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4.00% CONVERTIBLE SENIOR NOTE

CUSIP:

No. $

The Goodyear Tire & Rubber Company, a corporation duly organized andvalidly existing under the laws of the State of Ohio (herein called the"COMPANY", which term includes any successor corporation under the Indenturereferred to on the reverse hereof), for value received, hereby promises to payto CEDE & CO. or its registered assigns the principal sum of $[ ]dollars on June 15, 2034 [or such greater or lesser amount as is indicated onSchedule I](1) at the office or agency of the Company maintained for thatpurpose in accordance with the terms of the Indenture, in such coin or currencyof the United States of America as at the time of payment shall be legal tenderfor the payment of public and private debts, and to pay interest, semiannuallyin arrears on June 15 and December 15 of each year, commencing December 15,2004, on said principal sum at said office or agency, in like coin or currency,at the rate per annum of 4.00%, from the June 15 or December 15, as the case maybe, next preceding the date of this Note to which interest has been paid or dulyprovided for, unless the date hereof is a date to which interest has been paidor duly provided for, in which case from the date of this Note, or unless nointerest has been paid or duly provided for on the Notes, in which case fromJuly 2, 2004 until payment of said principal sum has been made or duly providedfor. Except as otherwise provided in the Indenture, the interest payable on theNote pursuant to the Indenture on any June 15 or December 15 will be paid to thePerson entitled thereto as it appears in the Note Register at the close ofbusiness on the Regular Record Date, which shall be the June 1 or December 1(whether or not a Business Day) next preceding such June 15 or December 15, asprovided in the Indenture; provided that any such interest not punctually paidor duly provided for shall be payable as provided in the Indenture. The Companyshall pay interest (i) on any Notes in certificated form by check mailed to theaddress of the Person entitled thereto as it appears in the Note Register (or,upon written notice, by wire transfer in immediately available funds, if suchPerson is entitled to interest on Notes with an aggregate principal amount inexcess of $2,000,000) or (ii) on any Global Note by wire transfer of immediatelyavailable funds to the account of the Depositary or its nominee.

The Company promises to pay interest at the rate of 4.00% per annum,compounded semiannually. The Company shall pay interest on overdue principal atthe rate borne by the Notes plus 1% per annum, and it shall pay interest onoverdue installments of interest at such higher rate, to the extent lawful.

Reference is made to the further provisions of this Note set forthon the reverse hereof, including, without limitation, provisions giving theholder of this Note the right to convert this Note into Common Stock of theCompany on the terms and subject to the limitations referred to on the reversehereof and as more fully specified in the Indenture. Under the

-------------------(1) This phrase should be included only if the Note is a Global Note.

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circumstances described in the Indenture, the Company may fulfill all or part ofits conversion obligation by delivering cash in lieu of Common Stock.

This Note shall be deemed to be a contract made under the laws ofthe State of New York, and for all purposes shall be construed in accordancewith and governed by the laws of the State of New York (including Section 5-1401of the New York General Obligations Law or any successor to such statute).

This Note shall not be valid or become obligatory for any purposeuntil the certificate of authentication hereon shall have been manually signedby the Trustee or a duly authorized authenticating agent under the Indenture.

If and to the extent that any provision of this Note limits,qualifies or conflicts with a provision of the Indenture, such Indentureprovision shall control.

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Additional provisions of this Note are set forth on the other sideof this Note.

IN WITNESS WHEREOF, the parties have caused this instrument to beduly executed.


by: ______________________________________ Name: Title:

Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

WELLS FARGO BANK, N.A.,

as Trustee, certifies that this is one of the Notes referred to in the Indenture.

By: ______________________________ Authorized Signatory

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[FORM OF REVERSE OF NOTE]


4.00% CONVERTIBLE SENIOR NOTE

This Note is one of a duly authorized issue of Notes of the Company,designated as its 4.00% Convertible Senior Notes (herein called the "NOTES"),issued and to be issued under and pursuant to an Indenture dated as of July 2,2004 (herein called the "INDENTURE"), between the Company and Wells Fargo Bank,N.A., as trustee (herein called the "TRUSTEE"), to which Indenture and allindentures supplemental thereto reference is hereby made for a description ofthe rights, limitations of rights, obligations, duties and immunities thereunderof the Trustee, the Company and the holders of the Notes. The Company shall beentitled to issue Additional Securities pursuant to Section 2.01(b) of theIndenture. The Notes issued on the Original Issuance Date and any AdditionalSecurities will be treated as a single class for all purposes under theIndenture.

In case an Event of Default shall have occurred and be continuing,the principal of and accrued interest on all Notes may be declared by either theTrustee or the holders of not less than 25% in aggregate principal amount of theNotes then outstanding, and upon said declaration shall become, due and payable,in the manner, with the effect and subject to the conditions provided in theIndenture.

The Indenture contains provisions permitting the Company and theTrustee, with the consent of the holders of at least a majority in aggregateprincipal amount of the Notes at the time outstanding, to execute supplementalindentures adding any provisions to or changing in any manner or eliminating anyof the provisions of the Indenture or of any supplemental indenture or modifyingin any manner the rights of the holders of the Notes; provided that no suchsupplemental indenture shall (i) extend the Stated Maturity of any Note, orreduce the rate or extend the time of payment of interest thereon, or reduce theprincipal amount thereof, or reduce any amount payable upon redemption orrepurchase thereof, or change the time at which any Note may be redeemed orrepurchased, or impair the right of any Noteholder to institute suit for thepayment thereof, or make the principal thereof or interest thereon payable inany coin or currency other than that provided in the Notes, or affect theobligation of the Company to redeem any Note on a Redemption Date in a manneradverse to the holders, or affect the obligation of the Company to repurchaseany Note upon a Designated Event in a manner adverse to the holder of the Notes,or affect the obligation of the Company to repurchase any Note on a CompanyRepurchase Date in a manner adverse to the holder of the Notes, or impair theright to convert the Notes into Common Stock subject to the terms set forth inthe Indenture, including Section 14.06 thereof, or reduce the number of sharesof Common Stock or other property receivable upon conversion, in each casewithout the consent of the holder of each Note so affected, or modify any of theprovisions of Section 10.02 or Section 6.07 thereof, except to increase any suchpercentage or to provide that certain other provisions of the Indenture cannotbe modified or waived without the consent of the holder of each Note soaffected, or change any obligation of the Company to maintain an office oragency in the places and for the purposes set forth in Section 4.02 thereof, orreduce the quorum or voting requirements set forth in Article 9 or (ii) reducethe aforesaid percentage of Notes, the holders of which are required to consentto

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any such supplemental indenture, without the consent of the holders of all Notesthen outstanding. Subject to the provisions of the Indenture, the holders of amajority in aggregate principal amount of the Notes at the time outstanding mayon behalf of the holders of all of the Notes waive any existing or past defaultor Event of Default under the Indenture and its consequences except (A) adefault in the payment of interest or premium (if any) on, or the principal of,any of the Notes, (B) a failure by the Company to convert any Notes into CommonStock, (C) a default in the payment of the Redemption Price pursuant to Article3 of the Indenture, (D) a default in the payment of the Company Repurchase Priceor Designated Event Repurchase Price pursuant to Article 3 of the Indenture or(E) a default in respect of a covenant or provisions of the Indenture whichunder Article 10 of the Indenture cannot be modified or amended without theconsent of the holders of each or all Notes then outstanding or affectedthereby. Any such consent or waiver by the holder of this Note (unless revokedas provided in the Indenture) shall be conclusive and binding upon such holderand upon all future holders and owners of this Note and any Notes which may beissued in exchange or substitution hereof, irrespective of whether or not anynotation thereof is made upon this Note or such other Notes.

No reference herein to the Indenture and no provision of this Noteor of the Indenture shall alter or impair the obligations of the Company, whichare absolute and unconditional, to pay the principal of, premium (if any) andinterest on this Note at the place, at the respective times, at the rate and inthe coin or currency herein prescribed.

Interest on the Notes shall be computed on the basis of a 360-dayyear of twelve 30-day months and, in the case of an incomplete month, the actualnumber of days elapsed.

The Notes are issuable in fully registered form, without coupons, indenominations of $1,000 principal amount and any multiple of $1,000. At theoffice or agency of the Company referred to on the face hereof, and in themanner and subject to the limitations provided in the Indenture, without paymentof any service charge but with payment of a sum sufficient to cover any tax,assessment or other governmental charge that may be imposed in connection withany registration or exchange of Notes, Notes may be exchanged for a likeaggregate principal amount of Notes of any other authorized denominations.

The holder of this Note is entitled to the benefits of theRegistration Rights Agreement. If a Registration Default occurs, the Companyshall be obligated to pay Liquidated Damages to each holder of TransferRestricted Notes during the period of such Registration Default, in an amountequal to 0.25% per annum of the aggregate issue price of the Notes to andincluding the 90th day following such Registration Default, and 0.50% per annumof the aggregate issue price of the Notes from and after the 91st day followingsuch Registration Default until the earlier of (i) the day on which theRegistration Default has been cured and (ii) the day on which the ShelfRegistration Statement is no longer required to be kept effective. In no eventwill Liquidated Damages accrue at a rate per annum exceeding 0.50% of theaggregate issue price of the Notes. The holder of this Note, by acceptancehereof, acknowledges and agrees to the provisions of the Registration RightsAgreement, including the obligations of the holders of the Notes with respect toa registration and the indemnification of the Company to the extent providedtherein. Capitalized terms used in this paragraph but not defined herein or inthe Indenture have the meanings assigned to them in the Registration RightsAgreement.

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At any time on or after June 20, 2008 and prior to maturity, theNotes may be redeemed at the option of the Company, in whole or in part, in cashupon mailing a notice of such redemption not less than thirty (30) days but notmore than sixty (60) days before the Redemption Date to the holders of Notes attheir last registered addresses, all as provided in the Indenture, at theapplicable Redemption Price during the periods set forth below, expressed as apercentage of the principal amount of Notes being redeemed, plus accrued andunpaid interest to, but excluding, the Redemption Date:

<TABLE><CAPTION> Period Redemption Price ------ ----------------<S> <C>Beginning June 20, 2008 and ending on June 14, 2009 101.714%Beginning June 15, 2009 and ending on June 14, 2010 101.143%Beginning June 15, 2010 and ending on June 14, 2011 100.571%Beginning June 15, 2011 and thereafter 100.000%</TABLE>

provided that if the Redemption Date is on June 15 or December 15, then theinterest payable on such date shall be paid to the holder of record on thepreceding June 1 or December 1, respectively.

The Company may not give notice of any redemption of the Notes if adefault in the payment of interest on the Notes has occurred and is continuing.

The Notes are not subject to redemption through the operation of anysinking fund.

If a Designated Event occurs at any time prior to maturity of theNotes, the holder of this Note will have the right to require the Company torepurchase this Note on a Designated Event Repurchase Date, specified by theCompany, which shall be no later than thirty-five (35) days after the DesignatedEvent Notice Date, at the option of the holder of this Note at a DesignatedEvent Repurchase Price equal to 100% of the principal amount thereof, togetherwith accrued interest to (but excluding) the Designated Event Repurchase Dateplus, in the case of a Fundamental Change that constitutes a Change of Control,a Make Whole Premium (if any); provided that if such Designated Event RepurchaseDate falls after a record date and on or prior to the corresponding InterestPayment Date, the interest payable on such Interest Payment Date shall be paidto the holder of record of this Note on the preceding June 1 or December 1,respectively. The Notes will be repurchased in multiples of $1,000 principalamount. The Company shall mail to all holders of record of the Notes a notice ofthe occurrence of a Designated Event and of the repurchase right arising as aresult thereof on or before the fifth (5th) day after the occurrence of aDesignated Event. For a Note to be so repurchased at the option of the holder,the Company must receive at the office or agency of the Company maintained forthat purpose in accordance with the terms of the Indenture, such Note with theform entitled "FORM OF DESIGNATED EVENT REPURCHASE ELECTION" on the reversethereof duly completed, together with such Note, duly endorsed for transfer, atany time prior to the close of business on the third Business Day immediatelypreceding the Designated Event Repurchase Date (subject to extension byapplicable laws).

Subject to the terms and conditions of the Indenture, the Companyshall become obligated to repurchase, at the option of the holder, all or anyportion of the Notes held by such

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holder on each June 15 of 2011, 2014, 2019, 2024, and 2029 in integral multiplesof $1,000 at a Company Repurchase Price of 100% of the principal amount, plusany accrued and unpaid interest on such Note to but excluding the CompanyRepurchase Date. To exercise such right, a holder shall deliver to the Companysuch Note with the form entitled "FORM OF COMPANY REPURCHASE ELECTION" on thereverse thereof duly completed, together with the Note, duly endorsed fortransfer, at any time from the opening of business on the date that is twenty(20) Business Days prior to such Company Repurchase Date until the close ofbusiness on the third Business Day immediately preceding the Company RepurchaseDate, and shall deliver the Notes to the Trustee (or other Paying Agentappointed by the Company) as set forth in the Indenture.

Holders have the right to withdraw any Repurchase Election bydelivering to the Trustee (or other Paying Agent appointed by the Company) awritten notice of withdrawal up to the close of business on the Business Dayimmediately preceding the Repurchase Date, all as provided in the Indenture.

If cash sufficient to pay the Repurchase Price with respect to allNotes or portions thereof to be repurchased as of any Repurchase Date aredeposited with the Trustee (or other Paying Agent appointed by the Company),then on and after such Repurchase Date, interest will cease to accrue on suchNotes (or portions thereof), and the holder thereof shall have no other rightsas such other than the right to receive the Repurchase Price upon surrender ofsuch Note.

Subject to the occurrence of certain events and in compliance withthe provisions of the Indenture, prior to the Stated Maturity of the Notes, theholder hereof has the right, at its option, to convert each $1,000 principalamount of the Notes into 83.0703 shares of the Company’s Common Stock (at aConversion Price of approximately $12.04 per share), as such shares shall beconstituted at the date of conversion and subject to adjustment from time totime as provided in the Indenture, upon surrender of this Note with the formentitled "FORM OF CONVERSION NOTICE" on the reverse hereof duly completed, tothe Company at the office or agency of the Company maintained for that purposein accordance with the terms of the Indenture or, at the option of such holder,the Corporate Trust Office, and, unless the shares issuable on conversion are tobe issued in the same name as this Note, duly endorsed by, or accompanied byinstruments of transfer in form satisfactory to the Company duly executed by,the holder or by his duly authorized attorney. The Company will notify theholder thereof of any event triggering the right to convert the Notes asspecified above in accordance with the Indenture.

If the Company (i) is a party to a consolidation, merger, statutoryshare exchange or combination, (ii) reclassifies the Common Stock or (iii) sellsor conveys its properties and assets substantially as an entirety to any Person,the right to convert a Note into shares of Common Stock may be changed into aright to convert it into securities, cash or other assets of the Company or suchother Person, in each case in accordance with the Indenture.

No adjustment in respect of interest on any Note converted ordividends on any shares issued upon conversion of such Note will be made uponany conversion except as set forth in the next sentence. If this Note (orportion hereof) is surrendered for conversion during the period from the closeof business on any record date for the payment of interest to the close ofbusiness on the Business Day preceding the following Interest Payment Date andhas not been

E-9

called for redemption by the Company on a Redemption Date that occurs duringsuch period, this Note (or portion hereof being converted) must be accompaniedby payment, in immediately available funds or other funds acceptable to theCompany, of an amount equal to the interest otherwise payable on such InterestPayment Date on the principal amount being converted; provided that no suchpayment shall be required (1) if the Company has specified a Redemption Datethat is after a record date and prior to the next Interest Payment Date, (2) ifthe Company has specified a Designated Event Repurchase Date that is during suchperiod or (3) to the extent of any overdue interest, if any overdue interestexists at the time of conversion with respect to such Note.

No fractional shares will be issued upon any conversion, but anadjustment and payment in cash will be made, as provided in the Indenture, inrespect of any fraction of a share which would otherwise be issuable upon thesurrender of any Note or Notes for conversion.

A Note in respect of which a holder is exercising its right torequire repurchase upon a Designated Event or repurchase on a Repurchase Datemay be converted only if such holder withdraws its election to exercise suchright in accordance with the terms of the Indenture.

Any Notes called for redemption, unless surrendered for conversionby the holders thereof on or before the close of business on the second BusinessDay preceding the Redemption Date, may be deemed to be redeemed from the holdersof such Notes for an amount equal to the applicable Redemption Price, togetherwith accrued but unpaid interest to, but excluding, the Redemption Date, by oneor more investment banks or other purchasers who may agree with the Company (i)to purchase such Notes from the holders thereof and convert them into shares ofthe Company’s Common Stock and (ii) to make payment for such Notes as aforesaidto the Trustee in trust for the holders.

Upon due presentment for registration of transfer of this Note atthe office or agency of the Company maintained for that purpose in accordancewith the terms of the Indenture, a new Note or Notes of authorized denominationsfor an equal aggregate principal amount will be issued to the transferee inexchange thereof, subject to the limitations provided in the Indenture, withoutcharge except for any tax, assessment or other governmental charge imposed inconnection therewith.

The Company, the Trustee, any authenticating agent, any PayingAgent, any Conversion Agent and any Note Registrar may deem and treat theregistered holder hereof as the absolute owner of this Note (whether or not thisNote shall be overdue and notwithstanding any notation of ownership or otherwriting hereon made by anyone other than the Company or any Note Registrar) forthe purpose of receiving payment hereof, or on account hereof, for theconversion hereof and for all other purposes, and neither the Company nor theTrustee nor any other authenticating agent nor any Paying Agent nor otherConversion Agent nor any Note Registrar shall be affected by any notice to thecontrary. All payments made to or upon the order of such registered holdershall, to the extent of the sum or sums paid, satisfy and discharge liabilityfor monies payable on this Note.

No recourse for the payment of the principal of or interest on thisNote or any other amount due with respect thereto, or for any claim based hereonor otherwise in respect

E-10

hereof, and no recourse under or upon any obligation, covenant or agreement ofthe Company in the Indenture or any supplemental indenture or in any Note, orbecause of the creation of any indebtedness represented thereby, shall be hadagainst any incorporator, stockholder, employee, agent, officer or director orSubsidiary, as such, past, present or future, of the Company or of any of itssuccessor corporations, either directly or through the Company or any of itssuccessor corporations, whether by virtue of any constitution, statute or ruleof law or by the enforcement of any assessment or penalty or otherwise, all suchliability being, by acceptance hereof and as part of the consideration for theissue hereof, expressly waived and released.

Terms used in this Note and defined in the Indenture are used hereinas therein defined.

E-11

ABBREVIATIONS

The following abbreviations, when used in the inscription of theface of this Note, shall be construed as though they were written out in fullaccording to applicable laws or regulations.

TEN COM = as tenants in common UGMA = Uniform Gifts to Minors ActTEN ENT = as tenant by the entireties CUST = CustodianJT TEN = as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

E-12

FORM OF CONVERSION NOTICE

TO: THE GOODYEAR TIRE & RUBBER COMPANY WELLS FARGO BANK, N.A.

The undersigned registered owner of this Note hereby irrevocably exercises theoption to convert this Note, or the portion thereof (which is $1,000 or amultiple thereof) below designated, into shares of Common Stock of The GoodyearTire & Rubber Company in accordance with the terms of the Indenture referred toin this Note, and directs that the shares issuable and deliverable upon suchconversion, together with any check in payment for fractional shares and anyNotes representing any unconverted principal amount hereof, be issued anddelivered to the registered holder hereof unless a different name has beenindicated below. Capitalized terms used herein but not defined shall have themeanings ascribed to such terms in the Indenture. If shares or any portion ofthis Note not converted are to be issued in the name of a person other than theundersigned, the undersigned will provide the appropriate information below andpay all transfer taxes payable with respect thereto. Any amount required to bepaid by the undersigned on account of interest or Liquidated Damages, if any,accompanies this Note.

Dated: _____________________________

_________________________________

_________________________________ Signature(s)

E-13

Signature(s) must be guaranteed by an "ELIGIBLE GUARANTOR INSTITUTION" meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "SIGNATURE GUARANTEE PROGRAM" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

_________________________________ Signature Guarantee

Fill in the registration of shares of Common Stock if to be issued,and Notes if to be delivered, other than to and in the name of the registeredholder:

__________________________________(Name)

__________________________________(Street Address)

__________________________________(City, State and Zip Code)

__________________________________Please print name and address

Principal amount to be converted(if less than all):

$_________________________________

Social Security or Other TaxpayerIdentification Number:

__________________________________

NOTICE: The above signatures of the holder(s) hereof must correspond with thename as written upon the face of the Note in every particular without alterationor enlargement or any change whatever.

E-14

FORM OFDESIGNATED EVENT REPURCHASE ELECTION


The undersigned registered owner of this Note hereby irrevocablyacknowledges receipt of a notice from The Goodyear Tire & Rubber Company (the"COMPANY") as to the occurrence of a Designated Event with respect to theCompany and requests and instructs the Company to repurchase the entireprincipal amount of this Note, or the portion thereof (which is $1,000 or amultiple thereof) below designated, in accordance with the terms of theIndenture referred to in this Note at the price of 100% of such entire principalamount or portion thereof, together with accrued interest to, but excluding, theDesignated Event Repurchase Date, plus the applicable Make Whole Premium (ifany), to the registered holder hereof. Capitalized terms used herein but notdefined shall have the meanings ascribed to such terms in the Indenture.

Dated: _____________________________

_________________________________

_________________________________ Signature(s)

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Note Certificate Number (if applicable):

Principal amount to be repurchased (if less than all):

Social Security or Other Taxpayer Identification Number:

E-16

FORM OF COMPANY REPURCHASE ELECTION


The undersigned registered owner of this Note hereby irrevocablyacknowledges receipt of a notice from The Goodyear Tire & Rubber Company (the"COMPANY") regarding the right of holders to elect to require the Company torepurchase the Notes and requests and instructs the Company to repay the entireprincipal amount of this Note, or the portion thereof (which is $1,000 or anintegral multiple thereof) below designated, in accordance with the terms of theIndenture at the price of 100% of such entire principal amount or portionthereof, together with accrued interest to, but excluding, the CompanyRepurchase Date, to the registered holder hereof. Capitalized terms used hereinbut not defined shall have the meanings ascribed to such terms in the Indenture.The Notes shall be repurchased by the Company as of the Company Repurchase Datepursuant to the terms and conditions specified in the Indenture.

Dated: _____________________________

_________________________________

_________________________________ Signature(s)

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Note Certificate Number (if applicable):

__________________________________________

Principal amount to be repurchased (if less than all):

__________________________________________

Social Security or Other Taxpayer Identification Number:

__________________________________________

E-18

ASSIGNMENT

For value received _____________________ hereby sell(s) assign(s)and transfer(s) unto __________________________________________ (Please insertsocial security or other Taxpayer Identification Number of assignee) the withinNote, and hereby irrevocably constitutes and appoints attorney to transfer saidNote on the books of the Company, with full power of substitution in thepremises.

In connection with any transfer of the Note prior to the expirationof the holding period applicable to sales thereof under Rule 144(k) under theSecurities Act of 1933, as amended (the "SECURITIES ACT") (or any successorprovision) (other than any transfer pursuant to a registration statement thathas been declared effective under the Securities Act), the undersigned confirmsthat such Note is being transferred:

[ ] (1) To The Goodyear Tire & Rubber Company or a subsidiary thereof; or

[ ] (2) To a "QUALIFIED INSTITUTIONAL BUYER" in compliance with Rule 144A under the Securities Act; or

[ ] (3) Pursuant to and in compliance with Rule 144 under the Securities Act; or

[ ] (4) To an institutional investor that is an accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act pursuant to an exemption from registration under the Securities Act; or

[ ] (5) Pursuant to a registration statement that has been declared effective under the Securities Act, and which continues to be effective at the time of transfer;

and unless the Note has been transferred to The Goodyear Tire & Rubber Companyor a subsidiary thereof, the undersigned confirms that such Note is not beingtransferred to an "affiliate" of the Company as defined in Rule 144 under theSecurities Act.

Unless one of the boxes is checked, the Trustee will refuse toregister any of the Notes evidenced by this certificate in the name of anyperson other than the registered holder thereof.

Dated: _____________________________

_________________________________

_________________________________ Signature(s)

E-19

Signature(s) must be guaranteed by an "ELIGIBLE GUARANTOR INSTITUTION" meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "SIGNATURE GUARANTEE PROGRAM" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

_________________________________ Signature Guarantee

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED:

The undersigned represents and warrants that it is purchasing this Security forits own account or an account with respect to which it exercises sole investmentdiscretion and that it and any such account is a "qualified institutional buyer"within the meaning of Rule 144A under the Securities Act of 1933, and is awarethat the sale to it is being made in reliance on Rule 144A and acknowledges thatit has received such information regarding the Company as the undersigned hasrequested pursuant to Rule 144A or has determined not to request suchinformation and that it is aware that the transferor is relying upon theundersigned’s foregoing representations in order to claim the exemption fromregistration provided by Rule 144A.

Dated: _______________ _________________________________ Notice: To be executed by an executive officer

NOTICE: The above signature(s) of the holder hereof must correspond with thename as written upon the face of the Note in every particular without alterationor enlargement or any change whatsoever.

E-20

Schedule I

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made:

<TABLE><CAPTION> Principal Signature of Amount of Amount of amount of this authorized decrease in increase in Global Security signatory of Principal Principal following such Trustee or Date of Amount of this Amount of this decrease or SecuritiesExchange Global Security Global Security increase Custodian----------------------------------------------------------------------------------------------------------------------<S> <C> <C> <C> <C>

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S-1

EXHIBIT B

Form of Transferee Letter of Representation

Goodyear Tire & Rubber Company1144 East Market StreetAkron, OH 44316-001

In care of[ ]

Ladies and Gentlemen:

This certificate is delivered to request a transfer of $[ ]principal amount of the 4.00% Convertible Senior Notes Due 2034 (the "Notes") ofGoodyear Tire & Rubber Company (the "Company").

Upon transfer, the Notes would be registered in the name of the newbeneficial owner as follows:

Name: ______________________________________________________

Address: ___________________________________________________

Taxpayer ID Numbers: _______________________________________

The undersigned represents and warrants to you that:

1. We are an institutional "accredited investor" (as defined in Rule501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the"Securities Act")), purchasing for our own account or for the account of such aninstitutional "accredited investor" at least $250,000 principal amount of theNotes, and we are acquiring the Notes not with a view to, or for offer or salein connection with, any distribution in violation of the Securities Act. We havesuch knowledge and experience in financial and business matters as to be capableof evaluating the merits and risks of our investment in the Notes, and we investin or purchase securities similar to the Notes in the normal course of ourbusiness. We, and any accounts for which we are acting, are each able to bearthe economic risk of our or its investment.

B-1

2. We understand that the Notes have not been registered under theSecurities Act and, unless so registered, may not be sold except as permitted inthe following sentence. We agree on our own behalf and on behalf of any investoraccount for which we are purchasing Notes to offer, sell or otherwise transfersuch Notes prior to the date that is two years after the later of the date oforiginal issue and the last date on which the Company or any affiliate of theCompany was the owner of such Notes (or any predecessor thereto) (the "ResaleRestriction Termination Date") only (i) to the Company, (ii) in the UnitedStates to a person whom the seller reasonably believes is a qualifiedinstitutional buyer in a transaction meeting the requirements of Rule 144A,(iii) to an institutional "accredited investor" within the meaning of Rule501(a)(1), (2), (3) or (7) under the Securities Act that is an institutionalaccredited investor purchasing for its own account or for the account of aninstitutional accredited investor, in each case in a minimum principal amount ofthe Securities of $250,000, (iv) outside the United States in a transactioncomplying with the provisions of Rule 904 under the Securities Act, (v) pursuantto an exemption from registration under the Securities Act provided by Rule 144(if available) or (vi) pursuant to an effective registration statement under theSecurities Act, in each of cases (i) through (vi) subject to any requirement oflaw that the disposition of our property or the property of such investoraccount or accounts be at all times within our or their control and incompliance with any applicable state securities laws. The foregoing restrictionson resale will not apply subsequent to the Resale Restriction Termination Date.If any resale or other transfer of the Securities is proposed to be madepursuant to clause (iii) above prior to the Resale Restriction Termination Date,the transferor shall deliver a letter from the transferee substantially in theform of this letter to the Company and the Trustee, which shall provide, amongother things, that the transferee is an institutional "accredited investor"within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Actand that it is acquiring such Securities for investment purposes and not fordistribution in violation of the Securities Act. Each purchaser acknowledgesthat the Company and the Trustee reserve the right prior to the offer, sale orother transfer prior to the Resale Restriction Termination Date of theSecurities pursuant to clause (iii), (iv) or (v) above to require the deliveryof an opinion of counsel, certifications or other information satisfactory tothe Company and the Trustee.

TRANSFEREE:

by _____________________________ Name: Title:

B-2

EXHIBIT 4.5


4.00% CONVERTIBLE SENIOR NOTES

Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT, dated as of July 2, 2004, between TheGoodyear Tire & Rubber Company, an Ohio corporation (together with any successorentity, herein referred to as the "COMPANY") and Goldman, Sachs & Co., DeutscheBank Securities Inc. and J.P. Morgan Securities Inc. (the "PURCHASERS") underthe Purchase Agreement (as defined below).

Pursuant to the Purchase Agreement, dated as of June 28, 2004, between theCompany and the Representatives (the "PURCHASE AGREEMENT"), the Purchasers haveagreed to purchase from the Company $350,000,000 in aggregate principal amountof 4.00% Convertible Senior Notes due 2034 (the "NOTES"). The Notes will beconvertible into fully paid, nonassessable shares of common stock, without parvalue, of the Company (the "COMMON STOCK"). The Notes will be convertible on theterms, and subject to the conditions, set forth in the Indenture (as definedherein). To induce the Purchasers to purchase the Notes, the Company has agreedto provide the registration rights set forth in this Agreement pursuant to thePurchase Agreement.

The parties hereby agree as follows:

1. Definitions. Capitalized terms used in this Agreement withoutdefinition shall have their respective meanings set forth in the PurchaseAgreement. As used in this Agreement, the following capitalized terms shall havethe following meanings:

"AFFILIATE" of any specified person means any other person which, directlyor indirectly, is in control of, is controlled by, or is under common controlwith, such specified person. For purposes of this definition, control of aperson means the power, direct or indirect, to direct or cause the direction ofthe management and policies of such person whether by contract or otherwise; andthe terms "controlling" and "controlled" have meanings correlative to theforegoing.

"AGREEMENT": This Registration Rights Agreement.

"AMENDED EFFECTIVENESS DEADLINE DATE" has the meaning set forth in Section2(e) hereof.

"BUSINESS DAY": The definition of "Business Day" in the Indenture.

"COMMISSION": Securities and Exchange Commission.

"COMMON STOCK": As defined in the preamble hereto.

"COMPANY": As defined in the preamble hereto.

"EFFECTIVENESS PERIOD": As defined in Section 2(a)(iii) hereof.

"EFFECTIVENESS TARGET DATE": As defined in Section 2(a)(ii) hereof.

"EXCHANGE ACT": Securities Exchange Act of 1934, as amended.

"HOLDER": A Person who owns, beneficially or otherwise, TransferRestricted Securities.

"INDEMNIFIED HOLDER": As defined in Section 6(a) hereof.

"INDENTURE": The Indenture, dated as of July 2, 2004 between the Companyand Wells Fargo Bank, N.A., as trustee (the "TRUSTEE"), pursuant to which theNotes are to be issued, as such Indenture is amended, modified or supplementedfrom time to time in accordance with the terms thereof.

"LIQUIDATED DAMAGES": As defined in Section 3(a) hereof.

"LIQUIDATED DAMAGES PAYMENT DATE": Each June 15 and December 15.

"MAJORITY OF HOLDERS": Holders holding over 50% of the aggregate principalamount of Notes outstanding; provided that, for the purpose of this definition,a holder of shares of Common Stock which constitute Transfer RestrictedSecurities and issued upon conversion, redemption or repurchase of the Notesshall be deemed to hold an aggregate principal amount of Notes (in addition tothe principal amount of Notes held by such holder) equal to the quotient of (x)the number of such shares of Common Stock held by such holder and (y) theconversion rate in effect at the time of such conversion, redemption orrepurchase as determined in accordance with the Indenture; provided further,however, that Notes or shares of Common Stock which have been sold or otherwisetransferred pursuant to the Shelf Registration Statement or pursuant to Rule 144shall not be included in the calculation of Majority of Holders.

"NASD": National Association of Securities Dealers, Inc.

"NOTES": As defined in the preamble hereto.

"NOTICE AND QUESTIONNAIRE": a written notice executed by the respectiveHolder and delivered to the Company containing substantially the informationcalled for by the Selling Securityholder Notice and Questionnaire attached asAppendix A hereto which the Company will be permitted to amend or supplement, asmay be required under the applicable securities laws or by the Commission.

"NOTICE HOLDER": on any date, any Holder that has delivered a completedand signed Notice and Questionnaire to the Company on or prior to such date.

"PERSON": An individual, partnership, corporation, company, unincorporatedorganization, trust, joint venture or a government or agency or politicalsubdivision thereof.

"PROSPECTUS": The prospectus included in a Shelf Registration Statement,as amended or supplemented by any prospectus supplement and by all otheramendments thereto, including post-effective amendments, and all materialincorporated by reference into such prospectus.

"PURCHASE AGREEMENT": As defined in the preamble hereto.

"PURCHASERS": As defined in the preamble hereto.

2

"RECORD HOLDER": With respect to any Liquidated Damages Payment Date, eachPerson who is a Holder on the 15th day preceding the relevant Liquidated DamagesPayment Date. In the case of a Holder of shares of Common Stock issued uponconversion of the Notes, "Record Holder" shall mean each Person who is a Holderof shares of Common Stock which constitute Transfer Restricted Securities on the15th day preceding the relevant Liquidated Damages Payment Date.

"REGISTRATION DEFAULT": As defined in Section 3(a) hereof.

"SECURITIES ACT": Securities Act of 1933, as amended.

"SHELF FILING DEADLINE": As defined in Section 2(a)(i) hereof.

"SHELF REGISTRATION STATEMENT": As defined in Section 2(a)(i) hereof.

"SUBSEQUENT SHELF REGISTRATION STATEMENT" has the meaning set forth inSection 2(c) hereof.

"SUSPENSION NOTICE": As defined in Section 4(c) hereof.

"SUSPENSION PERIOD": As defined in Section 4(b)(i) hereof.

"TIA": Trust Indenture Act of 1939, as amended, and the rules andregulations of the Commission thereunder, in each case, as in effect on the datethe Indenture is qualified under the TIA.

"TRANSFER RESTRICTED SECURITIES": Each Note and each share of Common Stockissued upon conversion of Notes until the earlier of:

(i) the date on which such Note or such share of Common Stock issued upon conversion has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement;

(ii) the date on which such Note or such share of Common Stock issued upon conversion is transferred in compliance with Rule 144 under the Securities Act or may be sold or transferred by a person who is not an affiliate of the Company pursuant to Rule 144 under the Securities Act (or any other similar provision then in force) without any volume or manner of sale restrictions thereunder; or

(iii) the date on which such Note or such share of Common Stock issued upon conversion ceases to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise).

"UNDERWRITTEN REGISTRATION": A registration in which Notes of the Companyare sold to an underwriter for reoffering to the public.

Unless the context otherwise requires, the singular includes the plural,and words in the plural include the singular.

2. Shelf Registration.

3

(a) The Company shall:

(i) not later than November 7, 2004 (the "SHELF FILING DEADLINE"), cause to be filed a registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT"), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(b) hereof;

(ii) use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the Commission not later than December 31, 2004 (the "EFFECTIVENESS TARGET DATE"); and

(iii) use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled, subject to Section 2(b), to the benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time, for a period (the "EFFECTIVENESS PERIOD") until the earliest of:

(1) the second anniversary of the last date of original issuance of any of the Notes;

(2) the date when the Holders of Transfer Restricted Securities are able to sell all such Transfer Restricted Securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the Securities Act; or

(3) the date when all of the Transfer Restricted Securities have been sold either pursuant to the Shelf Registration Statement or pursuant to Rule 144 under the Securities Act or any similar provision then in force; provided, however, that the Company may suspend the effectiveness of the Shelf Registration Statement or the use of the Prospectus in accordance with Section 4(b)(i) below.

(b) At the time the Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date fifteen (15) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. No such Holder (other than the Purchasers) shall be entitled to have its Transfer Restricted Securities covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. None of the Company’s securityholders (other than the Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

(c) If the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall

4

have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) Business Days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Transfer Restricted Securities ( a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a Subsequent Shelf Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period.

(d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Purchasers or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement.

(e) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with Section 2(b), Section 2(e) and Section 4(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least fifteen (15) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) forty-five (45) Business Days after such date (but no earlier than ten (10) Business Days after effectiveness) or (y) ten (10) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within forty-five (45) Business Days of such delivery date:

(i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is sixty (60) days after the date such post effective amendment is required by this clause to be filed:

5

(ii) provide such Holder as promptly as practicable copies of the any documents filed pursuant to Section 2(e)(i); and

(iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i);

provided that if such Notice and Questionnaire is delivered during a SuspensionPeriod, the Company shall so inform the Holder delivering such Notice andQuestionnaire and shall take the actions set forth in clauses (i), (ii) and(iii) above upon expiration of the Suspension Period in accordance with Section4(b). Notwithstanding anything contained herein to the contrary, (i) the Companyshall not be under any obligation to name any Holder that is not a Notice Holderas a selling securityholder in any Registration Statement or related Prospectusand (ii) the Amendment Effectiveness Deadline Date shall be extended by up toten (10) Business Days from the expiration of a Suspension Period (and theCompany shall not incur any obligation to pay Liquidated Damages during suchextension) if such Suspension Period shall be in effect on the AmendmentEffectiveness Deadline Date.

3. Liquidated Damages.

(a) If:

(i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline;

(ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date;

(iii) the Company has failed to perform its obligations set forth in Section 2(e) within the time period required therein;

(iv) any post-effective amendment to a Shelf Registration filed pursuant to Section 2(e)(i) has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline Date;

(v) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within thirty (30) Business Days by a post-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or

(vi) (A) prior to or on the 30th day of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 120 days in any 360 day period,

(each such event referred to in foregoing clauses (i) through (vi), a"REGISTRATION DEFAULT"), the Company hereby agrees to pay additional amounts("LIQUIDATED DAMAGES") with respect to the Transfer Restricted Securities toeach Holder of such Securities who has complied with such

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Holder’s obligations under this Agreement from and including the day followingthe Registration Default to but excluding the earlier of (1) the day on whichthe Registration Default has been cured and (2) the date the Shelf RegistrationStatement is no longer required to be kept effective as set out below:

(A) 0.25% per year of the principal amount of a Note to and including the 90th day following such Registration Default; and

(B) 0.50% per year of the principal amount of a Note from and after the 91st day following such Registration Default.

In no event will Liquidated Damages exceed 0.50% per year. If a Holder convertssome or all of its Notes into Common Stock when there exists a RegistrationDefault, such Holder will receive, on the Liquidated Damages Payment Date forany Notes submitted for conversion during a Registration Default, accrued andunpaid Liquidated Damages to the Conversion Date relating to such LiquidatedDamages Payment Date. If a Registration Default with respect to Common Stockoccurs after a Holder has converted its Notes into Common Stock, such Holderwill not be entitled to any compensation with respect to such Common Stock.

(b) All accrued Liquidated Damages shall be paid in arrears to Record Holders by the Company on each Liquidated Damages Payment Date. Liquidated Damages pursuant to clauses (iii) through (vi) of Section 3(a) shall only be payable to Holders of Transfer Restricted Securities that have delivered a timely and properly completed Notice and Questionnaire. Upon the cure of all Registration Defaults relating to any particular Note or share of Common Stock, the accrual of Liquidated Damages with respect to such Note or share of Common Stock will cease.

All obligations of the Company set forth in this Section 3 that areoutstanding with respect to any Transfer Restricted Security at the time suchTransfer Restricted Security ceases to be a Transfer Restricted Security shallsurvive until such time as all such obligations with respect to such TransferRestricted Security shall have been satisfied in full.

The Liquidated Damages set forth above shall be the exclusive monetaryremedy available to the Holders of Transfer Restricted Securities for eachRegistration Default. Notwithstanding anything herein to the contrary, the rateof accrual of Liquidated Damages with respect to any period shall not exceed therate provided for in Section 3(a) above, notwithstanding the occurrence ofmultiple concurrent events under the foregoing clauses (i) to (vi) of Section3(a) above.

4. Registration Procedures.

(a) In connection with the Shelf Registration Statement, the Company shall comply with all the provisions of Section 4(b) hereof and shall use commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities, and pursuant thereto, shall as expeditiously as possible prepare and file with the Commission a Shelf Registration Statement relating to the registration on any appropriate form under the Securities Act.

(b) In connection with the Shelf Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities, the Company shall:

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(i) Subject to any notice by the Company in accordance with this Section 4(b) of the existence of any fact or event of the kind described in Section 4(b)(iii)(D), use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective during the Effectiveness Period; upon the occurrence of any event that would cause the Shelf Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the Effectiveness Period, the Company shall file promptly an appropriate amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use commercially reasonable efforts to cause such amendment to be declared effective and the Shelf Registration Statement and the related Prospectus to become usable for their intended purposes as soon as practicable thereafter. Notwithstanding the foregoing, the Company may suspend the effectiveness of the Shelf Registration Statement by written notice to the Holders for a period not to exceed an aggregate of 30 days in any 90-day period (each such period, a "SUSPENSION PERIOD") upon:

(x) the occurrence or existence of any fact or the happening of any event as a result of which the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein would, in the Company’s judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and

(y) the occurrence or existence of any corporate development that, in the Company’s judgment, makes it appropriate to suspend the effectiveness of the Shelf Registration Statement;

provided that the Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (A) in the case of clause (x) above, as soon as, in the judgment of the Company, public disclosure of such fact or event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter and (B) in the case of clause (y) above, as soon as, in the judgment of the Company, such suspension is no longer appropriate; provided, however, that Suspension Periods shall not exceed an aggregate of 120 days in any 360-day period. The Company shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the Suspension Period.

(ii) Prepare and file with the Commission such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all Notes or shares of Common Stock covered by the Shelf Registration Statement during the

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applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in the Shelf Registration Statement or supplement to the Prospectus.

(iii) Advise the selling Holders promptly and, if requested by such selling Holders, confirm such advice in writing, except as provided in clause (D) below:

(A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective,

(B) of any request by the Commission for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto,

(C) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, or

(D) of the existence of any fact or the happening of any event, during the Effectiveness Period, that makes any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Shelf Registration Statement or the Prospectus in order to make the statements therein not misleading.

If at any time the Commission shall issue any stop order suspending the effectiveness of the Shelf Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company shall use commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time and will provide to each Holder who is named in the Shelf Registration Statement prompt notice of the withdrawal of any such order.

(iv) Make available at reasonable times for inspection by one or more representatives of the selling Holders, designated in writing by a Majority of Holders whose Transfer Restricted Securities are included in the Shelf Registration Statement, and any attorney or accountant retained by such selling Holders, all financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act, and cause the Company’s officers, directors, managers and employees to supply all information reasonably requested by any such representative or representatives of the selling Holders, attorney or accountant in connection therewith; provided, however, that the Company shall not have any obligation to deliver information to any selling Holder or representative pursuant

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to this Section 4(b)(iv) unless such selling Holder or representatives shall have executed and delivered a confidentiality agreement in a form acceptable to the Company relating to such information.

(v) If requested by any selling Holders, as promptly as practicable incorporate in the Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities.

(vi) Furnish to each selling Holder upon their request, without charge, at least one copy of the Shelf Registration Statement, as first filed with the Commission, and of each amendment thereto (and any documents incorporated by reference therein or exhibits thereto (or exhibits incorporated in such exhibits by reference) as such Person may request).

(vii) Deliver to each selling Holder, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons reasonably may request; subject to any notice by the Company in accordance with this Section 4(b) of the existence of any fact or event of the kind described in Section 4(b)(iii)(D), the Company hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto.

(viii) Before any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions in the United States as the selling Holders may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Company shall not be required (A) to register or qualify as a foreign corporation or a dealer of securities where it is not now so qualified or to take any action that would subject it to the service of process in any jurisdiction where it is not now so subject or (B) to subject itself to general or unlimited service of process or to taxation in any such jurisdiction if it is not now so subject.

(ix) Subject to the applicable book-entry procedures of the Depositary (as defined in the Indenture), cooperate with the selling Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends (unless required by applicable securities laws); and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders may request at least two Business Days before any sale of Transfer Restricted Securities; provided, however, that this provision 4(b)(ix) shall not be applicable for so long as the securities are held in book-entry form and are represented by a global certificate issued to The Depository Trust Company or its nominee.

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(x) Use their commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Shelf Registration Statement to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities.

(xi) Subject to Section 4(b)(i) hereof, if any fact or event contemplated by Section 4(b)(iii)(D) hereof shall exist or have occurred, use their commercially reasonable efforts to prepare a supplement or post-effective amendment to the Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading.

(xii) Provide CUSIP numbers for all Transfer Restricted Securities not later than the effective date of the Shelf Registration Statement and provide the Trustee under the Indenture with certificates for the Notes that are in a form eligible for deposit with The Depository Trust Company.

(xiii) Cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter that is required to be retained in accordance with the rules and regulations of the NASD.

(xiv) Otherwise use their best efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act.

(xv) Cause the Indenture to be qualified under the TIA not later than the effective date of the Shelf Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the holders of Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use its reasonable best efforts to cause the Trustee thereunder to execute all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.

(xvi) Cause all Common Stock covered by the Shelf Registration Statement to be listed or quoted, as the case may be, on each securities exchange or automated quotation system on which Common Stock is then listed or quoted.

(xvii) Provide to each Holder upon written request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act after the effective date of the Shelf Registration Statement, unless such document is available through the Commission’s EDGAR system.

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(c) Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice (a "SUSPENSION NOTICE") from the Company of the existence of any fact of the kind described in Section 4(b)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the Shelf Registration Statement until:

(i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 4(b)(xi) hereof; or

(ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.

If so directed by the Company, each Holder will deliver to the Company (at theCompany’s expense) all copies, other than permanent file copies then in suchHolder’s possession, of the Prospectus covering such Transfer RestrictedSecurities that was current at the time of receipt of such Suspension Notice.

(d) Each Holder agrees by acquisition of a Transfer Restricted Security, that no Holder shall be entitled to sell any of such Transfer Restricted Securities pursuant to a Shelf Registration Statement, or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(e) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Transfer Restricted Securities as the Company may from time to time reasonably request in writing. Any sale of any Transfer Restricted Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder to its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleading. Each Holder who offers or sells Transfer Restricted Securities by means of the Shelf Registration Statement shall do so in accordance with the terms hereof.

5. Registration Expenses.

All expenses incident to the Company’s performance of or compliance withthis Agreement shall be borne by the Company regardless of whether a ShelfRegistration Statement becomes effective, including, without limitation:

(i) all registration and filing fees and expenses (including filings made with the NASD);

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(ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws;

(iii) all expenses of printing (including printing of Prospectuses and certificates for the Common Stock to be issued upon conversion of the Notes) and the Company’s expenses for messenger and delivery services and telephone;

(iv) all fees and disbursements of counsel to the Company;

(v) all application and filing fees in connection with listing (or authorizing for quotation) the Common Stock on a national securities exchange or automated quotation system pursuant to the requirements hereof; and

(vi) all fees and disbursements of independent certified public accountants of the Company.

The Company shall bear its internal expenses (including, withoutlimitation, all salaries and expenses of its officers and employees performinglegal, accounting or other duties), the expenses of any annual audit and thefees and expenses of any Person, including special experts, retained by theCompany.

6. Indemnification And Contribution.

(a) The Company agrees to indemnify and hold harmless each Holder of Transfer Restricted Securities covered by the Shelf Registration Statement (including each Purchaser), and its directors, officers, and employees and each person, if any, who controls any such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an "INDEMNIFIED HOLDER"), against any loss, claim, damage, liability or expense, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Transfer Restricted Securities), to which such Indemnified Holder may become subject, insofar as any such loss, claim, damage, liability or action arises out of, or is based upon:

(i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement as originally filed or in any amendment thereof, in any Prospectus, or in any amendment or supplement thereto; or

(ii) the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,

and agrees to reimburse each Indemnified Holder promptly as practicable upondemand for any legal or other expenses reasonably incurred by such IndemnifiedHolder in connection with investigating, defending, settling, compromising orpaying any such loss, claim, damage, liability, expense or action; provided,however, that the Company shall not be liable in any such case to the extentthat any such loss, claim, damage, liability or expense arises out of, or isbased upon, any untrue statement or alleged untrue statement or omission oralleged omission made in reliance upon and in conformity with writteninformation furnished to the Company by or

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on behalf of such Holder (or its related Indemnified Holder) specifically foruse therein. The foregoing indemnity agreement is in addition to any liabilitywhich the Company may otherwise have.

(b) Each Holder, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to each such Holder, but only with reference to written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement set forth in this Section shall be in addition to any liabilities which any such Holder may otherwise have. In no event shall any Holder, its directors, officers or any person who controls such Holder be liable or responsible for any amount in excess of the amount by which the total amount received by such Holder with respect to its sale of Transfer Restricted Securities pursuant to a Shelf Registration Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages that such Holder, its directors, officers or any person who controls such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent it has been materially prejudiced by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 6. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Holders shall have the right to employ a single counsel to represent jointly the Holders and their officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Holders against the Company under this Section 6 if the Holders seeking indemnification shall have been advised by legal counsel that there may be one or more legal defenses available to such Holders and their respective officers, employees and controlling persons that are different from or additional to those available to the Company, and in that event, the fees and expenses of such separate counsel shall be paid by the Company.

(d) The indemnifying party under this Section shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld unreasonably, but if settled with such consent or if there is a final judgment for

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the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have (A) reimbursed the indemnified party in accordance with such request prior to the date of such settlement; or (B) delivered notice to the indemnified party of its good faith objection to such claim of indemnification within than 30 days after receipt by such indemnifying party of the aforesaid request. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(e) If the indemnification provided for in this Section 6 shall for any reason be unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b) in respect of any loss, claim, damage or liability (or action in respect thereof) referred to therein, each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability (or action in respect thereof):

(i) in such proportion as is appropriate to reflect the relative benefits received by the Company from the offering and sale of the Transfer Restricted Securities on the one hand and a Holder with respect to the sale by such Holder of the Transfer Restricted Securities on the other, or

(ii) if the allocation provided by Section (6)(e)(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in Section 6(e)(i) but also the relative fault of the Company on the one hand and the Holders on the other in connection with the statements or omissions or alleged statements or alleged omissions that resulted in such loss, claim, damage or liability (or action in respect thereof), as well as any other relevant equitable considerations.

The relative benefits received by the Company on the one hand and a Holder onthe other with respect to such offering and such sale shall be deemed to be inthe same proportion as the total net proceeds from the offering of the Notespurchased under the Purchase Agreement (before deducting expenses) received bythe Company, on the one hand, bear to the total proceeds received by such Holderwith respect to its sale of Transfer Restricted Securities on the other. Therelative fault of the parties shall be determined by reference to whether theuntrue or alleged untrue statement of a material fact or the omission or allegedomission to state a material fact relates to information supplied by the Companyon the one hand or the Holders on the other, the intent of the parties and theirrelative knowledge, access to information and

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opportunity to correct or prevent such statement or omission. The Company andeach Holder agree that it would not be just and equitable if the amount ofcontribution pursuant to this Section 6(e) were determined by pro rataallocation or by any other method of allocation that does not take into accountthe equitable considerations referred to in the first sentence of this paragraph(e).

The amount paid or payable by an indemnified party as a result of theloss, claim, damage or liability, or action in respect thereof, referred toabove in this Section 6 shall be deemed to include, for purposes of this Section6, any legal or other expenses reasonably incurred by such indemnified party inconnection with investigating or defending or preparing to defend any suchaction or claim.

Notwithstanding the provisions of this Section 6, no Holder shall berequired to contribute any amount in excess of the amount by which the totalprice at which the Transfer Restricted Securities purchased by it were resoldexceeds the amount of any damages which such Holder has otherwise been requiredto pay by reason of any untrue or alleged untrue statement or omission oralleged omission. No Person guilty of fraudulent misrepresentation (within themeaning of Section 11(f) of the Securities Act) shall be entitled tocontribution from any Person who was not guilty of such fraudulentmisrepresentation. The Holders’ obligations to contribute as provided in thisSection 6(d) are several and not joint.

(f) The provisions of this Section 6 shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or investigation made by or on behalf of any Holder, the Company, or any of the officers, directors or controlling persons referred to in Section 6 hereof, and will survive the sale by a Holder of Transfer Restricted Securities.

7. Rule 144A. The Company agrees with each Holder, for so long as anyTransfer Restricted Securities remain outstanding and during any period in whichthe Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, tomake available, upon request of any Holder, to such Holder or beneficial ownerof Transfer Restricted Securities in connection with any sale thereof and anyprospective purchaser of such Transfer Restricted Securities designated by suchHolder or beneficial owner, the information required by Rule 144A(d)(4) underthe Securities Act in order to permit resales of such Transfer RestrictedSecurities pursuant to Rule 144A.

8. No Participation In Underwritten Registrations. No Holder mayparticipate in any Underwritten Registration hereunder.

9. Miscellaneous.

(a) Remedies. The Company acknowledges and agrees that any failure by the Company to comply with its obligations under Section 2 hereof may result in material irreparable injury to the Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely, and that, in the event of any such failure, the Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Section 2 hereof. The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

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(b) Actions Affecting Transfer Restricted Securities. The Company shall not, directly or indirectly, take any action with respect to the Transfer Restricted Securities as a class that would adversely affect the ability of the Holders of Transfer Restricted Securities to include such Transfer Restricted Securities in a registration undertaken pursuant to this Agreement.

(c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. In addition, the Company shall not on or after the date hereof grant to any of its securityholders (other than the Holders of Transfer Restricted Securities in such capacity) the right to include any of its securities in the Shelf Registration Statement provided for in this Agreement other than the Transfer Restricted Securities.

(d) Amendments and Waivers. This Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, unless the Company has obtained the written consent of a Majority of Holders; provided, however, that with respect to any matter that directly or indirectly adversely affects the rights of any Purchaser hereunder, the Company shall obtain the written consent of each such Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to depart from the provisions hereof, with respect to a matter, which relates exclusively to the rights of Holders whose securities are being sold pursuant to a Shelf Registration Statement and does not directly or indirectly adversely affect the rights of other Holders, may be given by the majority of such Holders, determined on the basis of Notes being sold rather than registered under such Shelf Registration Statement.

(e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first class mail (registered or certified, return receipt requested), telex, facsimile transmission, or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the registrar under the Indenture or the transfer agent of the Common Stock, as the case may be; and

(ii) if to the Company, initially at its address set forth in the Purchase Agreement.

All such notices and communications shall be deemed to have been dulygiven: at the time delivered by hand, if personally delivered; five BusinessDays after being deposited in the mail, postage prepaid, if mailed; whenanswered back, if telexed; when receipt acknowledged, if transmitted byfacsimile; and on the next Business Day, if timely delivered to an air courierguaranteeing overnight delivery.

Any party hereto may change the address for receipt of communications bygiving written notice to the others.

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(f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities. The Company hereby agrees to extend the benefit of this Agreement to any Holder and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) Notes Held by the Company or Their Affiliates. Whenever the consent or approval of Holders of a specified percentage of Transfer Restricted Securities is required hereunder, Transfer Restricted Securities held by the Company or its Affiliates (other than subsequent Holders if such subsequent Holders are deemed to be Affiliates solely by reason of their holding of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(i) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(j) Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York.

(k) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

(l) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of thedate first written above.


By /s/ Darren R. Wells --------------------- Name: Darren R. Wells Title: Vice President and Treasurer

19

The foregoing Agreement is hereby confirmedand accepted as of the date first above written:

GOLDMAN, SACHS & CO.

By /s/ Goldman, Sachs & Co. --------------------------- Authorized Signatory

20

The foregoing Agreement is hereby confirmedand accepted as of the date first above written:

DEUTSCHE BANK SECURITIES INC.

By /s/ Deutsche Bank Securities Inc. ------------------------------------ Authorized Signatory

21

The foregoing Agreement is hereby confirmed and accepted as of the date firstabove written:

J.P. MORGAN SECURITIES INC.

By /s/ Santoon Sreenivasan ----------------------------- Vice President

Authorized Signatory

EXHIBIT 10.1

AMENDMENT NO. 3 TO UMBRELLA AGREEMENT

This Amendment No. 3 to the Umbrella Agreement dated as of June 14, 1999("UMBRELLA AGREEMENT") is dated as of July 15, 2004 ("AMENDMENT NO. 3") and isby and between The Goodyear Tire & Rubber Company, a company organized andexisting under the laws of the State of Ohio of the United States of America("GOODYEAR") and Sumitomo Rubber Industries, Ltd., a company organized andexisting under the laws of Japan ("SRI").

WITNESSETH:

WHEREAS, SRI and Goodyear have agreed, pursuant to the terms of anagreement dated March 3, 2003 (the "AGREEMENT"), to make certain amendments tothe Alliance Agreements.

WHEREAS, in accordance with the terms of the Agreement, the Partiesdesire to amend certain provisions of the Umbrella Agreement relating tonon-competition.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. AMENDMENT OF NON-COMPETE PROVISIONS

The Parties hereby amend Article 17.05(d) of the Umbrella Agreement so as todelete the words "sales of tires under the "Sumitomo" or "SRIXON" trademarks orunder trademarks owned or held by The Ohtsu Tire and Rubber Company and SumitomoCorporation" and to insert in their place the following:

..."sales of tires under the "Sumitomo", "SRIXON", "Ohtsu" or "Falken" trademarks, or under any trademarks owned or held by Sumitomo Corporation"... .

2. GENERAL

2.1 The Parties hereby amend the Umbrella Agreement to give effect to the provisions of this Amendment No. 3 but in all other respects the other terms and conditions of the Umbrella Agreement shall continue without change.

2.2 The Parties hereby acknowledge that expressions used in this Amendment No. 3 will have the same meanings as are ascribed thereto in the Umbrella Agreement unless otherwise specifically defined herein.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 3to the Umbrella Agreement to be duly executed as of July 15, 2004.


By: /s/ J. M. Gingo ---------------------------------------- J. M. Gingo Title: Executive Vice President Quality Systems and Chief Technical Officer

Attest: /s/ Anthony E. Miller ------------------------------------ Anthony E. Miller Assistant Secretary

SUMITOMO RUBBER INDUSTRIES, LTD.

By: /s/ Ryochi Sawada ---------------------------------------- Ryochi Sawada

Title: Representative Director and Executive Director

Attest: /s/ Makoto Teshima ------------------------------------ Makoto Teshima General Manager, Legal Department

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EXHIBIT 10.2

AMENDMENT NO. 2 TO SHAREHOLDERS AGREEMENT FOR THE EUROPE JVC

This Amendment No. 2 to the Shareholders Agreement for the Europe JVC dated asof June 14, 1999 ("EUROPE SHAREHOLDERS AGREEMENT") is dated as of July 15, 2004("AMENDMENT NO. 2") and is by and between The Goodyear Tire & Rubber Company, acompany organized and existing under the laws of the State of Ohio of The UnitedStates of America ("GOODYEAR"), Goodyear S.A., a company organized and existingunder the laws of the Republic of France, Goodyear S.A., a company organized andexisting under the laws of the Grand Duchy of Luxembourg, Goodyear Canada Inc.,a company organized and existing under the laws of the Province of Ontario ofCanada and Sumitomo Rubber Industries, Ltd., a company organized and existingunder the laws of Japan ("SRI").

WITNESSETH:

WHEREAS, SRI and Goodyear have agreed, pursuant to the terms of anagreement dated March 3, 2003 (the "AGREEMENT"), to make certain amendments tothe Alliance Agreements.

WHEREAS, in accordance with the terms of the Agreement, the Partiesdesire to amend certain provisions of the Europe Shareholders Agreement.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. MATERIAL COURT PROCEEDINGS

The Parties hereby amend Article III of the Europe Shareholders Agreement by inserting a new Article 3.6A (immediately after Article 3.6) in the following terms:

"3.6A Material Court Proceedings. Without prejudice to any of the other provisions of this Shareholders Agreement, the Company shall not take any material court proceedings unless the Company has consulted SRI in good time before taking such action. The Board of Directors of the Company shall ensure that each Person to whom the powers of the Board are granted, delegated or otherwise conferred in accordance with this Shareholders Agreement (including, without limitation, Articles 4.12, 4.13, 4.14, 4.17, 4.19, and 4.22 hereof) is made aware of and instructed to act in a manner consistent with the provisions of this Article 3.6A."

2. TARGET MARKET SHARES

The Parties hereby amend Article 9.6 of the Europe Shareholders Agreement so as to delete the current text thereof and restate such Article as follows:

"9.6 Brand Policies. The Europe JVC will promote the market profile of both the Goodyear European Trademarks and the SRI European Trademarks. The Europe JVC will seek to maintain and enlarge the sales of tires under the Goodyear European Trademarks and of tires sold under the SRI European Trademarks in both the OEM market and in the replacement market.

The target market shares for sales penetration of Dunlop-branded passenger car and light truck tires sold by the Europe JVC to automotive OEMs in the European Territory are as follows:

(a) in 2006, at least 15.30%; and

(b) in any period of five consecutive calendar years commencing January 1, 2007, at least 15.30%,

and for purposes of this Article 9.6 OEM sales shall be defined by the European Rubber Manufacturers Council, as adjusted by information from third party sources as the Parties may from time to time agree.

The target market shares for sales penetration for Dunlop-branded passenger car and light truck tires sold by the Europe JVC in the replacement market in the European Territory are as follows:

(a) in 2006, at least 7.50%; and

(b) in any period of five consecutive calendar years commencing January 1, 2007, at least 7.50%,

and for the purposes of this Article 9.6 replacement sales shall be defined by the European Rubber Manufacturers Council, as adjusted by information from third party sources as the Parties may from time to time agree.

The Parties confirm that the failure to attain any of the target market shares in this Article 9.6 shall not constitute a breach of or be the basis for any penalty under any of the Alliance Agreements."

3. AMENDMENT OF NON-COMPETE PROVISIONS

The Parties hereby amend Article 9.9(i) of the Europe Shareholders Agreement so as to delete the final sentence thereof (beginning "For the avoidance of doubt" and ending "by either of those companies") and to insert in its place the following:

2

"The Parties confirm that, subject to Article XII of the Umbrella Agreement, the restrictions in this Article 9.9 shall not affect the sale by SRI or any of its Affiliates of tires under the "Ohtsu" or "Falken" trademarks, or the sale by Sumitomo Corporation of tires under the "Sumitomo" trademark or any other trademark owned or held by Sumitomo Corporation".

4. GENERAL

4.1 The Parties hereby amend the Europe Shareholders Agreement to give effect to the provisions of this Amendment No. 2 but in all other respects the other terms and conditions of the Europe Shareholders Agreement shall continue without change.

4.2 The Parties hereby acknowledge that expressions used in this Amendment No. 2 will have the same meanings as are ascribed thereto in the Europe Shareholders Agreement unless otherwise specifically defined herein.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 2to the Europe Shareholders Agreement to be duly executed as of July 15, 2004.


By: /s/ J. M. Gingo ----------------------------------------------- J. M Gingo

Title: Executive Vice President Quality Systems and Chief Technical Officer

Attest: /s/ Anthony E. Miller ------------------------------------------- Anthony E. Miller Title: Assistant Secretary

GOODYEAR S.A., a French corporation

By: /s/ Philippe P. Degeer ----------------------------------------------- Philippe P. Degeer Title: Chairman of the Board

3

GOODYEAR S.A., a Luxembourg corporation

By: /s/ Michael J. Roney ----------------------------------------------- Michael J. Roney Title: President of the Board of Directors

By: /s/ Hermann Lange ----------------------------------------------- Hermann Lange Title: Finance Director

GOODYEAR CANADA INC.

By: /s/ J. S. Coulter ----------------------------------------------- J. S. Coulter Title: President

By: /s/ R. M. Hunter ----------------------------------------------- R. M. Hunter Title: Assistant Secretary

SUMITOMO RUBBER INDUSTRIES, LTD.

By: /s/ Ryochi Sawada ----------------------------------------------- Ryochi Sawada Title: Representative Director and Executive Director

Attest: /s/ Makoto Teshima ------------------------------------------- Makoto Teshima Title: General Manager, Legal Department

4

EXHIBIT 12

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

(1) Interest component of rental expense is estimated to equal 1/3 of such expense, which is considered a reasonable approximation of theinterest factor.

9 MonthsEnded

September30,

Restated12 Months Ended December 31,

(Dollars in millions)2004 2003 2002 2001 2000 1999

EARNINGSIncome (loss) before income taxes $132.8 $(695.1) $ (13.5) $(339.4) $ 75.4 $278.4Add:Amortization of previously capitalized interest 8.5 10.7 10.2 9.9 9.8 11.0Minority interest in net income of consolidated subsidiaries with fixed

charges 47.9 36.7 57.9 27.2 44.7 42.6Proportionate share of fixed charges of investees accounted for by the

equity method 0.4 7.2 4.7 4.1 5.8 5.5Proportionate share of net loss of investees accounted for by the equity

method 0.7 18.0 16.1 42.9 28.0 0.3

Total additions 57.5 72.6 88.9 84.1 88.3 59.4Deduct:Capitalized interest 5.5 8.0 7.2 1.7 11.9 18.1Minority interest in net loss of consolidated subsidiaries 4.0 14.8 5.2 15.1 8.3 4.2Undistributed proportionate share of net income of investees accounted

for by the equity method 3.1 3.9 1.7 0.2 2.9 1.8

Total deductions 12.6 26.7 14.1 17.0 23.1 24.1TOTAL EARNINGS $177.7 $(649.2) $ 61.3 $(272.3) $140.6 $313.7

FIXED CHARGESInterest expense $266.2 $ 296.3 $241.7 $ 297.1 $282.8 $173.1Capitalized interest 5.5 8.0 7.2 1.7 11.9 18.1Amortization of debt discount, premium or expense 40.3 40.5 8.8 6.0 1.5 0.7Interest portion of rental expense (1) 66.3 88.4 76.7 74.1 73.5 62.1Proportionate share of fixed charges of investees accounted for by the

equity method 0.4 7.2 4.7 4.1 5.8 5.5

TOTAL FIXED CHARGES $378.7 $ 440.4 $339.1 $ 383.0 $375.5 $259.5

TOTAL EARNINGS BEFORE FIXED CHARGES $556.4 $(208.8) $400.4 $ 110.7 $516.1 $573.2

RATIO OF EARNINGS TO FIXED CHARGES 1.47 * 1.18 ** 1.37 2.21

* Earnings for the year ended December 31, 2003 were inadequate to cover fixed charges. The coverage deficiency was $649.2 million.

** Earnings for the year ended December 31, 2001 were inadequate to cover fixed charges. The coverage deficiency was $272.3 million.

Exhibit 31.1

CERTIFICATION

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

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

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2004 /s/ Robert J. Keegan ------------------------------------ Robert J. Keegan President and Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Richard J. Kramer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Goodyear Tire & Rubber Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

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

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2004 /s/ Richard J. Kramer -------------------------------------------------- Richard J. Kramer Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections(a) and (b) of section 1350, chapter 63 of Title 18, United States Code), eachof the undersigned officers of The Goodyear Tire & Rubber Company, an Ohiocorporation (the "Company"), hereby certifies with respect to the QuarterlyReport on Form 10-Q of the Company for the quarter ended September 30, 2004 asfiled with the Securities and Exchange Commission (the "10-Q Report") that tohis 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: November 9, 2004

/s/ Robert J. Keegan --------------------------------------------------- Robert J. Keegan, President and Chief Executive Officer of The Goodyear Tire & Rubber Company

Dated: November 9, 2004

/s/ Richard J. Kramer --------------------------------------------------- Richard J. Kramer, Executive Vice President and Chief Financial Officer of The Goodyear Tire & Rubber Company

Economy & Finance

goodyear 10Q Reports3Q'04 10-Q