GENERAL MASTER PURCHASE
AGREEMENT
(the “ Letter Amendment
”)
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1.
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ESTER FINANCE TITRISATION
, a company incorporated
under French law and authorised as a credit institution, having its
registered office at 9 quai du Président Paul Doumer, 92920
Paris La Defense, France, registered with the Trade and Companies
Registry of Nanterre ( Registre du Commerce et des
Sociétés de Nanterre ) under
number 414 886 226, whose representative is duly
authorised for the purpose of this Letter Amendment (the “
Purchaser ”);
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2.
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EUROFACTOR , a company incorporated under
French law and authorised as a credit institution, having its
registered office at 1-3 rue du Passeur de Boulogne, Immeuble Bord
de Seine, 92130 Issy Les Moulineaux, France, and registered with
the Trade and Companies Registry of Nanterre ( Registre du
Commerce et des Sociétés de Nanterre ) under
number 333 871 259, whose representative is duly
authorised for the purpose of this Letter Amendment (the “
Agent ”);
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3.
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CALYON , a company incorporated under
French law and authorised as a credit institution, having its
registered office at 9 quai du Président Paul Doumer, 92920
Paris La Défense Cedex, France, registered with the Trade
and Companies Registry of Nanterre ( Registre du Commerce et des
Sociétés de Nanterre ) under number 304 187 701,
whose representatives are duly authorised for the purpose of this
Letter Amendment (“ CALYON ”, “ Joint
Lead Arranger ” or the “ Calculation Agent
”);
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4.
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NATIXIS , a company incorporated under
French law and authorised as a credit institution, having its
registered office at 30 avenue Pierre Mendès
France 75013 Paris, registered with the Trade and Companies
Registry of Paris ( Registre du Commerce et des
Sociétés de Paris ) of Paris under number
542 044 524, whose representatives are duly authorised
for the purpose of this Letter Amendment (“ NATIXIS
” or “ Joint Lead Arranger ”);
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5.
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DUNLOP TYRES LIMITED,
a company incorporated
under the laws of England and Wales with company number 1792065
whose registered office is situated at Tyrefort, 88-89 Wingfoot
Way, Birmingham B24 9HY, whose representative is duly authorised
for the purpose of this Letter Amendment (the “
Centralising Unit ”);
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6.
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The companies
listed in SCHEDULE 1 to
this Letter Amendment, whose respective representatives are duly
authorized for the purpose of this Letter Amendment (together with
Goodyear Dunlop Tires Germany GmbH, the “ Sellers
” and each of them as a “ Seller
”),
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together herein
referred to as the “ Parties ”.
The Parties
refer to the general master purchase agreement (the “
Agreement ”) dated 10 December 2004 as last
amended on 23 July 2008, pursuant to which the Sellers shall
sell Ongoing Purchasable Receivables and Remaining Purchasable
Receivables to the Purchaser and the Purchaser shall purchase
Ongoing Purchasable Receivables and Remaining Purchasable
Receivables from the Sellers during the Replenishment
Period.
The Sellers
have requested to the Purchaser (i) to add new Excluded
Debtors to the list set forth in schedule 14 to the Agreement (the
“ New Excluded Debtors ”) and (ii) to
transfer back to each German Seller some of the Sold Receivables
originated by the relevant German Seller, owed by the New Excluded
Debtors and which may remain unpaid by its relevant debtor, without
being a Doubtful Receivable, a Delinquent Receivable or a Defaulted
Receivable, as further described in the German Retransfer Agreement
(the “ Retransfer ”).
Simultaneously
with the entry into this Letter Amendment, the German Sellers, the
Purchaser and the Agent have entered into a receivables retransfer
and amendment agreement in relation to the German Receivables
Purchase Agreement dated on or about the date hereof (the “
German Restransfer Agreement ”).
As a
consequence, pursuant to the present Letter Amendment, the Parties
wish to amend the Agreement as set forth below.
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