EXHIBIT 10.1
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February 12, 2008 |
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Sumitomo Rubber
Industries, Ltd.
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6-9, 3-chome
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Wakinohama-cho,
Chuo-ku
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Kobe 651-0072
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Japan
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Re: Matters relating to
Indemnification under Alliance Agreements, including without
limitation, the Umbrella Agreement dated as of June 14, 1999
by and between The Goodyear Tire & Rubber Company
(“Goodyear”) and Sumitomo Rubber Industries, Ltd.
(“SRI”) and this Amendment No. 4 to the Umbrella
Agreement
Gentlemen:
Various of the undersigned parties to
indemnification rights have been discussing a resolution relating
to unresolved past, present and future claims for certain matters
and representations and warranties for indemnification under the
Alliance Agreements. To conclude these discussions, Goodyear and
SRI hereby agree to adopt this writing as Amendment No. 4 to
the Umbrella Agreement in consideration of the mutual discharge and
release set forth herein.
By this writing as of the date
hereof, all of the undersigned hereby waive, release, discharge
and/or relinquish any and all rights and claims arising in any way
out of any matter that would give rise to rights of indemnification
under Article XV of the Umbrella Agreement as set forth
therein and/or as such Article XV is incorporated into any of
the other Alliance Agreements to the extent such rights would be
based either
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(i) |
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upon matters stated in Schedules 15.02(c)(i) and (ii) of
the Umbrella Agreement or |
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(ii) |
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upon any breach of any representation or warranty referenced in
such Article XV, |
except
that the following matters shall continue to qualify for
indemnification as provided under the Umbrella Agreement and/or the
other Alliance Agreements:
For Goodyear,
under Article 15.02(c)(i), item (1)(a), Montluçon
Landfill — contamination, as stated on
Schedule 15.02(c)(i); and
For SRI, under
Article 15.02(c)(ii), item 2, US$5,850,661 claim by former
employees of Goodyear’s Salonica factory in relation to
termination of their employment, as stated on
Schedule 15.02(c)(ii).
Sumitomo
Rubber Industries, Ltd.
Page 2 of 5
For the avoidance of doubt, the
undersigned intend the foregoing to be effective as a bar to, and
to be the sole, exclusive, final and definitive resolution of, any
and all rights and claims arising from the matters described above,
irrespective of the legal theory upon which such rights or claims
are based, including without limitation, any claim, whether known
or unknown, based on contract, fraud, misrepresenta
