AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENT

EXHIBIT 4.4

EXECUTION COPY

AMENDED AND RESTATED
TERM LOAN AND REVOLVING CREDIT AGREEMENT

dated as of

April 8, 2005

among

THE GOODYEAR TIRE & RUBBER COMPANY
GOODYEAR DUNLOP TIRES EUROPE B.V.
GOODYEAR DUNLOP TIRES GERMANY GMBH
GOODYEAR GMBH & CO. KG
DUNLOP GMBH & CO. KG
GOODYEAR LUXEMBOURG TIRES S.A.

The Lenders Party Hereto,

J.P. MORGAN EUROPE LIMITED,
as Administrative Agent

JPMORGAN CHASE BANK, N.A.,
as Collateral Agent

CITIBANK, N.A.,
CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANK AG
GE FINANCE PARTICIPATIONS SAS
GOLDMAN SACHS CREDIT PARTNERS L.P.
KBC BANK NV
NATEXIS BANQUES POPULAIRES
as Mandated Lead Arrangers

[CS&M 6701-315]

TABLE OF CONTENTS

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SCHEDULES :

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     AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as of April 8, 2005, among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO. KG; DUNLOP GMBH & CO. KG; GOODYEAR LUXEMBOURG TIRES S.A.; the LENDERS party hereto; J.P. MORGAN EUROPE LIMITED, as Administrative Agent; and JPMORGAN CHASE BANK, N.A., as Collateral Agent.

          Goodyear and the Borrowers have requested the Lenders, and the Lenders are willing, to amend and restate the Existing Credit Agreement to continue and modify the credit facilities provided for herein to enable the Borrowers to (a) borrow ABT Loans at any time and from time to time during the ABT Availability Period in an aggregate principal amount not in excess of € 195,000,000 at any time outstanding, (b) borrow GDTG Loans at any time and from time to time during the GDTG Availability Period in an aggregate principal amount not in excess of € 155,000,000 at any time outstanding, (c) borrow Term Loans on the Effective Date in an aggregate principal amount not in excess of € 155,000,000, (d) obtain Letters of Credit under the ABT Commitments at any time and from time to time during the ABT Availability Period in an aggregate stated amount not in excess of € 50,000,000 at any time outstanding and (e) borrow Swingline Loans under the ABT Commitments at any time and from time to time during the ABT Availability Period in an aggregate principal amount not in excess of € 25,000,000. The Lenders are willing to extend such credit to the Borrowers on the terms and subject to the conditions herein set forth. Letters of Credit and the proceeds of the Loans will be used for general corporate purposes of the European J.V. and the J.V. Subsidiaries.

          Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

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

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

          “ ABT Commitment ” means, with respect to each ABT Lender, the commitment of such Lender to make ABT Loans and to acquire participation in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum permitted aggregate amount of such Lender’s ABT Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each ABT Lender’s ABT

Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its ABT Commitment, as applicable. The initial aggregate amount of the ABT Lenders’ ABT Commitments after giving effect to the transactions to be effected on the Effective Date is € 195,000,000.

          “ ABT Credit Exposure ” means, with respect to any ABT Lender at any time, the sum of (a) the aggregate of the Euro Equivalents of the outstanding principal amounts of such Lender’s ABT Loans at such time, (b) such Lender’s LC Exposure and (c) such Lender’s Swingline Exposure.

          “ ABT Lender ” means a Lender with an ABT Commitment or, if the ABT Commitments have terminated or expired, a Lender with ABT Credit Exposure.

          “ ABT Loan ” means a Loan made pursuant to clause (a) of Section 2.01.

          “ ABT Obligations ” means (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the ABT Loans and the Swingline Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) all payments required to be made by each Borrower hereunder in respect of any Letter of Credit, when and as due, including payments in respect of reimbursements of LC Disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations of the Credit Parties to any of the Secured Parties (including to the Collateral Agent under Section 9.15) under this Agreement and each of the other Credit Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), save in each case insofar as the same relate to, or to any Guarantee of, the GDTG Loans or the Term Loans or any amount payable in respect thereof, (b) the due and punctual performance of all other nonmonetary obligations of the Credit Parties to any of the Secured Parties under this Agreement and the other Credit Documents (other than the performance of obligations in respect of, or under any Guarantee in respect of, the GDTG Loans or the Term Loans or any amount payable in respect thereof), (c) the due and punctual payment and performance of all obligations of the European J.V. or any J.V. Subsidiary that is not organized under the laws of the Federal Republic of Germany under each Swap Agreement that shall at any time have been specified in a written notice to the Administrative Agent from the European J.V. as being included in the ABT Obligations, if such Swap Agreement (i) shall have been in effect on the Effective Date with a counterparty that shall have been a Lender or an Affiliate of a Lender immediately prior to the effectiveness of the amendment and restatement hereof as of the Effective Date or (ii) shall have been entered into after the Effective Date with any counterparty that shall have been a Lender or an Affiliate of a Lender at the time such Swap Agreement was entered into and (d) the due and punctual payment and performance of all obligations of the European J.V. or any J.V. Subsidiary that is not organized under the laws of the Federal Republic of Germany arising out of or in

connection with cash management or similar services that shall at any time have been designated in a written notice to the Administrative Agent from the European J.V. as being included in the ABT Obligations and that are provided by a Person that shall have been a Lender or an Affiliate of a Lender at the time of such designation.

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

          “ Adjusted Eurocurrency Rate ” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for any Eurocurrency Borrowing denominated in US Dollars or Pounds Sterling, or the EURIBO Rate for any Eurocurrency Borrowing denominated in Euros, for such Interest Period divided by (b) 1.00 minus the Statutory Reserves applicable to such Eurocurrency Borrowing.

          “ Administrative Agent ” means JPMEL, in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity.

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

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

          “ Affiliate Authorization ” means each Affiliate Authorization delivered by any Affiliate of a Lender to the Collateral Agent substantially in the form of Exhibit K hereto.

          “ Agents ” means the Administrative Agent and the Collateral Agent.

          “ Amendment and Restatement Agreement ” shall mean the Amendment and Restatement Agreement dated as of the date hereof among the Borrowers, the lenders party thereto and the Administrative Agent.

          “ Applicable Assets ” means (a) with respect to the European J.V., all the assets and rights of the European J.V. listed on Schedule 1.01(a), (b) with respect to any Grantor organized under the laws of the Federal Republic of Germany, all the assets and rights of such Grantor listed on Schedule 1.01(b), (c) with respect to any Grantor organized under the laws of Luxembourg, all the assets and rights of such Grantor listed on Schedule 1.01(c), (d) with respect to any Grantor organized under the laws of the United Kingdom, all the assets and rights of such Grantor listed on Schedule 1.01(d), and (e) with respect to any Grantor organized under the laws of the Republic of France, all the assets and rights of such Grantor listed on Schedule 1.01(e).

          “ Applicable Rating ” shall mean, at any time, each of (a) the public corporate credit rating assigned to Goodyear at such time by Standard & Poor’s and (b) the public senior implied rating assigned to Goodyear at such time by Moody’s.

          “ Applicable Secured Obligations ” means (a) with respect to each Grantor organized under the laws of any jurisdiction other than the Federal Republic of Germany, (i) the ABT Obligations and (ii) the Guarantees of the ABT Obligations by each such Grantor under the Guarantee and Collateral Agreement, and (b) with respect to each Grantor organized under the laws of the Federal Republic of Germany, (i) the Obligations and (ii) the Guarantees by each such Grantor of the Obligations under the Guarantee and Collateral Agreement.

          “ Applicable Term Percentage ” means, with respect to any Lender, the percentage of the total Term Loan Commitments represented by such Lender’s Term Loan Commitment.

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

          “ Arrangers ” means J.P. Morgan Securities Inc. and BNP Paribas, as Joint Bookrunners and Mandated Lead Arrangers for the credit facilities established by this Agreement.

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

          “ Attributable Debt ” means, with respect to any Sale and Leaseback Transaction, the present value (computed in accordance with GAAP and, in the case of a Sale and Leaseback Transaction that does not result in Capital Lease Obligations, as if the obligations incurred in connection with such Sale and Leaseback Transaction were Capital Lease Obligations) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of (i) the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) and (ii) the Attributable Debt determined assuming no such termination.

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

          “ Borrowers ” means the European J.V., GDTG, Goodyear KG, Dunlop KG, and Lux Tires.

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

          “ Borrowing Minimum ” means (a) in the case of a Borrowing denominated in US Dollars, $5,000,000, (b) in the case of a Borrowing denominated in Pounds Sterling, £5,000,000, (c) in the case of a Borrowing denominated in Euros (other than a Swingline Borrowing), € 5,000,000, and (d) in the case of a Swingline Borrowing, € 500,000.

          “ Borrowing Multiple ” means (a) in the case of a Borrowing denominated in US Dollars, $1,000,000, (b) in the case of a Borrowing denominated in Pounds Sterling, £1,000,000, (c) in the case of a Borrowing denominated in Euros (other than a Swingline Borrowing), € 1,000,000, and (d) in the case of a Swingline Borrowing, € 100,000.

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

          “ Business Day ” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York, Frankfurt, Amsterdam, Luxembourg and (a) in relation to any date for payment or purchase of a currency other than Euros, on which banks are open for business in the principal financial center of the country of that currency, and (b) in relation to any date for payment or purchase of Euros, on which the TARGET payment system is open for the settlement of payments in Euros.

          “ CAM Exchange ” means the exchange of the Lenders’ interests provided for in Section 7.02.

          “ CAM Exchange Date ” means the date on which any event referred to in paragraph (h) or (i) of Section 7.01 shall occur in respect of any Borrower.

          “ CAM Percentage ” means, with respect to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Designated Obligations owed to such Lender (whether or not at the time due and payable) and (b) the denominator shall be the aggregate Designated Obligations owed to all the Lenders (whether or not at the time due and payable).

          “ Capital Expenditures ” of any Person means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of such Person and its subsidiaries that are (or would be) set forth in a statement of cash flows of such Person and its Consolidated Subsidiaries for such period prepared in accordance with GAAP, excluding capitalized software expenses, and (b) Capital Lease Obligations incurred by such Person and its Consolidated Subsidiaries during such period (other than any such Capital Lease Obligations that shall relate to assets acquired in transactions reflected in Capital Expenditures for any earlier period). For purposes of this definition,

(i) the purchase price of equipment or other fixed assets that are purchased simultaneously with the trade-in of existing assets or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such assets for the assets being traded in at such time or the amount of such insurance proceeds, as the case may be, (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 Capital Expenditures that are directly paid by customers during such period and by the amount of reimbursements Goodyear or any Subsidiary shall have received during such period from customers in respect of Customer Capital Expenditures; provided that (A) the aggregate amount of such reductions in respect of Customer Capital Expenditures under the programs specified in Schedule 6.09 shall not exceed $160,000,000 during the term of this Agreement and (B) the aggregate amount of such reductions in respect of Customer Capital Expenditures made other than under the program specified in Schedule 6.09 shall not exceed $50,000,000 in any fiscal year. “Capital Expenditures” shall also include all Investments made under Section 6.05(k)(ii).

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

          “ Cash Equivalent ” means, at any time, a financial instrument issued by any permitted issuer of a Permitted Investment that at such time is immediately convertible to cash at face value without any penalty, premium or loss of discount.

          “ Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the United States Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Goodyear, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Goodyear by Persons who were neither (i) directors on the date hereof or nominated by the board of directors of Goodyear nor (ii) appointed by directors so nominated, (c) the failure of Goodyear to own directly or indirectly, beneficially and of record, free and clear of all Liens (other than Permitted Encumbrances), more than 50% of the issued and outstanding capital stock of, and to Control, the European J.V., or (d) the failure of Goodyear to own directly or indirectly, beneficially and of record, more than 50% of the issued and outstanding capital stock of, and to Control, any of GDTG, Goodyear KG, Dunlop KG or Lux Tires.

          “ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this

Agreement or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

          “ Class ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are ABT Loans, GDTG Loans, Term Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is an ABT Commitment, GDTG Commitment or Term Loan Commitment.

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

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

          “ Collateral ” means all the assets and rights that secure any of the Obligations pursuant to the Security Documents.

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

          “ Commitment ” means an ABT Commitment, a GDTG Commitment or a Term Loan Commitment, or any combination thereof (as the context requires).

          “ Consent Assets ” has the meaning assigned to such term in the Guarantee and Collateral Agreement.

          “ Consent Subsidiary ” means (i) with respect to Goodyear or any US Subsidiary, (a) any Subsidiary listed on Part I or Part II of Schedule 1.01A and (b) any Subsidiary not on Schedule 1.01A or formed or acquired after the Effective Date in respect of which (A) the consent of any Person other than Goodyear or any Wholly Owned Subsidiary of Goodyear is required by applicable law or the terms of any organizational document of such Subsidiary or other agreement of such Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiary to execute the Guarantee and Collateral Agreement as a US Guarantor (as defined under the Guarantee and Collateral Agreement) and perform its obligations thereunder and (B) Goodyear endeavored in good faith to obtain such consents and such consents shall not have been obtained, and (ii) with respect to the European J.V. or a J.V. Subsidiary, any J.V. Subsidiary formed or acquired after the Effective Date in respect of which (A) the consent of any Person other than Goodyear, the European J.V. or any Wholly Owned Subsidiary of Goodyear or the European J.V. is required by applicable law or the terms of any organizational document of such J.V. Subsidiary or other agreement of such J.V. Subsidiary or any Affiliate of

such J.V. Subsidiary in order for such J.V. Subsidiary to execute the Guarantee and Collateral Agreement as a European Facilities Guarantor and perform its obligations thereunder, or in order for Equity Interests of such J.V. Subsidiary to be pledged under a Security Agreement, as the case may be, and (B) Goodyear and the European J.V. endeavored in good faith to obtain such consents and such consents shall not have been obtained. Notwithstanding the foregoing, no Subsidiary shall be a Consent Subsidiary at any time that it is a guarantor of, or has provided any collateral to secure, Indebtedness for borrowed money of Goodyear or any Borrower, and any Consent Subsidiary (including a Consent Subsidiary listed in Part I or Part II of Schedule 1.01A) that at any time ceases to meet the test set forth in clause (A) shall cease to be a Consent Subsidiary. No Subsidiary shall be a Consent Subsidiary if it is a Guarantor or a Grantor under the First Lien Guarantee and Collateral Agreement, the Second Lien Guarantee and Collateral Agreement or the Third Lien Collateral Agreement or a Subsidiary Guarantor or Grantor Subsidiary Guarantor under the Junior Lien Indenture.

          “ Consolidated EBITDA ” of any Person means, for any period, Consolidated Net Income of such Person for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum for such Person and its Consolidated Subsidiaries of (i) Consolidated Interest Expense for such period, (ii) income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) all non-cash non-recurring charges for such period, (v) all Rationalization Charges for such period, (vi) other expense for such period, (vii) equity in losses of affiliates for such period, (viii) foreign exchange currency losses for such period and (ix) minority interest in net income of subsidiaries for such period, minus (b) without duplication, to the extent included in determining such Consolidated Net Income (except with respect to (ii) and (iii) below), (i) any non-cash extraordinary gains for such period, (ii) cash expenditures (other than Rationalization Charges) during such period in respect of items that resulted in non-cash non-recurring charges during any prior period after March 31, 2005, (iii) Excess Cash Rationalization Charges, (iv) other income for such period, (v) equity in earnings of affiliates for such period, (vi) foreign exchange currency gains for such period and (vii) minority interest in net losses of subsidiaries for such period, all determined on a consolidated basis in accordance with GAAP. Each item referred to in this definition and not defined elsewhere in this Agreement will be computed by a method consistent with that used in preparing the financial statements referred to in Section 3.04.

          “ Consolidated European J.V. EBITDA ” means, for the European J.V. and its Consolidated Subsidiaries for any period, Consolidated Net Income of the European J.V. for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum for the European J.V. and its Consolidated Subsidiaries of (i) Consolidated Interest Expense for such period, (ii) income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) all non-cash non-recurring charges for such period, (v) all Rationalization Charges taken by the European J.V. and its Consolidated Subsidiaries for such period, (vi) other expense for such period, (vii) equity in losses of affiliates for such period, (viii) foreign exchange currency losses for such period and (ix) minority interest in net income of subsidiaries for such period, minus (b) without duplication, to

the extent included in determining such Consolidated Net Income (except with respect to (ii) and (iii) below), (i) any non-cash extraordinary gains for such period, (ii) cash expenditures (other than Rationalization Charges) during such period in respect of items that resulted in non-cash non-recurring charges during any prior period after March 31, 2003, (iii) Excess J.V. Cash Rationalization Charges, (iv) other income for such period, (v) equity in earnings of affiliates for such period, (vi) foreign exchange currency gains for such period and (vii) minority interest in net losses of subsidiaries for such period, all determined on a consolidated basis in accordance with GAAP. Each item referred to in this definition and not defined elsewhere in this Agreement will be computed by a method consistent with that used in preparing the financial statements referred to in Section 3.04. For purposes of Section 6.11, Consolidated European J.V. EBITDA for any period of four consecutive fiscal quarters will be determined in Euros based upon the Exchange Rate in effect on the last day of the applicable period.

          “ Consolidated Interest Expense ” of any Person means, for any period the sum of, without duplication, (a) the consolidated interest expense (including imputed interest expense in respect of Capital Lease Obligations and excluding fees and other origination costs included in interest expense and arising from Indebtedness incurred at any time) of such Person and its Consolidated Subsidiaries for such period, determined in accordance with GAAP but excluding capitalized interest, (b) all cash dividends paid during such period in respect of Permitted Preferred Stock of such Person and its Consolidated Subsidiaries and (c) all finance expense of such Person and its Consolidated Subsidiaries related to Securitization Transactions, excluding amortization of origination and other fees.

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

          “ Consolidated Net J.V. Indebtedness ” means, at any date, (a) the sum for the European J.V. and its Consolidated Subsidiaries at such date, without duplication, of (i) all Indebtedness (other than obligations in respect of Swap Agreements) that is included on the European J.V. = s consolidated balance sheet, (ii) all Capital Lease Obligations, (iii) all synthetic lease financings and (iv) all Securitization Transactions, minus (b) the aggregate amount of cash, cash equivalents and Permitted Investments in excess of $100,000,000 held at such time by the European J.V. and its Consolidated Subsidiaries, all determined in accordance with GAAP. For purposes of computing Consolidated Net J.V. Indebtedness, (A) the amount of any synthetic lease financing shall equal the amount that would be capitalized in respect of such lease if it were a Capital Lease Obligation, and (B) Indebtedness owing by the European J.V. or any of its Consolidated Subsidiaries to Goodyear or any of its Consolidated Subsidiaries shall be disregarded. For purposes of Section 6.11, Consolidated Net J.V. Indebtedness will be determined in Euros based upon the Exchange Rate in effect on the last day of the applicable period.

          “ Consolidated Net Secured Indebtedness ” means, at any date, (a) the sum for Goodyear and its Consolidated Subsidiaries for such period, without duplication, of

(i) all Indebtedness (other than obligations in respect of Swap Agreements) that is included on Goodyear’s consolidated balance sheet and is secured by any assets of Goodyear or a Consolidated Subsidiary, (ii) all Capital Lease Obligations, (iii) all synthetic lease financings, (iv) all Indebtedness of South Pacific Tyres that is secured by any of its assets or assets of Goodyear or a Consolidated Subsidiary and (v) all Securitization Transactions, minus (b) the aggregate amount of cash, cash equivalents and Permitted Investments in excess of $400,000,000 held at such time by Goodyear and the Consolidated Subsidiaries, all determined in accordance with GAAP. For purposes of computing Consolidated Net Secured Indebtedness, the amount of any synthetic lease financing shall equal the amount that would be capitalized in respect of such lease if it were a Capital Lease Obligation.

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

          “ Consolidated Subsidiary ” means with respect to any Person, at any date, each Subsidiary of such Person the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements prepared in accordance with GAAP.

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

          “ Continuation Request ” means a request by any Borrower to continue a Revolving Borrowing or Term Borrowing in accordance with Section 2.07 in substantially the form of Exhibit B hereto.

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

          “ Credit Documents ” means this Agreement, the Amendment and Restatement Agreement, the Issuing Bank Agreements, any letter of credit applications referred to in Section 2.04(a) or (b), any promissory notes delivered pursuant to Section 2.09(e) and the Security Documents.

          “ Credit Facilities Agreements ” means the First Lien Agreement, the Second Lien Agreement and the European Facilities Agreement.

          “ Credit Facilities Documents ” means the Credit Facilities Agreements, the Guarantee and Collateral Agreement, the First Lien Guarantee and Collateral Agreement, the Second Lien Guarantee and Collateral Agreement and the other Security Documents (as such term is defined in any Credit Facilities Agreement).

          “ Credit Parties ” means the J.V. Loan Parties, Goodyear and the US Subsidiary Guarantors.

          “ Customer Capital Expenditures ” shall mean all or any portion of the purchase price of equipment or other fixed assets purchased for use in the business of Goodyear or any Subsidiary that is paid directly, or reimbursed to Goodyear or any Subsidiary, by customers of Goodyear or any of the Subsidiaries that are not Affiliates of Goodyear.

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

          “ Designated Debt ” means Indebtedness of Goodyear that matures during any of the calendar years 2005, 2006, 2007 and 2008.

          “ Designated Obligations ” means (a) with respect to ABT Loans, the Euro Equivalent of all ABT Obligations of the Credit Parties in respect of (i) the principal of and interest on the ABT Loans and (ii) commitment fees in respect of unused ABT Commitments described in Section 2.12(a), in each case regardless of whether then due and payable, (b) with respect to LC Exposures, (i) the Euro Equivalent of the participations of the Lenders in the Letters of Credit and (ii) the Euro Equivalent of all ABT Obligations of the Credit Parties in respect of (A) the principal of and interest on unreimbursed LC Disbursements and (B) participation fees in respect of Letters of Credit described in Section 2.12(b), in each case regardless of whether then due and payable, (c) with respect to Swingline Exposures, (i) the ABT Obligations of the Credit Parties to the Swingline Lender in respect of interest on the Swingline Loans accrued prior to the acquisition of participations in the Swingline Loans pursuant to Section 7.02 and (ii) the participations of the Lenders in the principal of and interest on the Swingline Loans, (d) with respect to GDTG Loans, the Euro Equivalent of all GDTG/Term Obligations of the Credit Parties in respect of (i) the principal of and interest on the GDTG Loans, and (ii) commitment fees in respect of unused GDTG Commitments described in Section 2.12(a), in each case regardless of whether then due and payable, and (e) with respect to Term Loans, all GDTG/Term Obligations of the Credit Parties in respect of the principal of and interest on the Term Loans, regardless of whether then due and payable.

          “ Disclosure Documents ” means (a) the Information Memorandum, (b) reports of Goodyear on Forms 10-K, 10-Q and 8-K, and any amendments thereto, that shall have been (i) filed with the Securities and Exchange Commission on or prior to March 24, 2005, or (ii) filed with the Securities and Exchange Commission after such date and prior to the Effective Date and delivered to the Administrative Agent.

          “ Dividend Availability Period ” means a period commencing on the first date that the Applicable Ratings are Ba2 or better and BB or better, respectively, and ending on the first date thereafter that either Applicable Rating has for a consecutive 12-month period been lower than Ba3 or BB-. If at any time either, but not both, of the Applicable Ratings is not so maintained as a public rating, the Applicable Rating that is not maintained shall be disregarded and the commencement, continuance or termination of any Dividend Availability Period shall be based solely on the Applicable Rating that is maintained as a public rating ( i.e. , as if the Applicable Rating not so maintained were Ba2

or better or BB or better, as applicable). At any time that each of the Applicable Ratings is not maintained as a public rating, each shall be deemed to be lower than Ba3 or BB-, as applicable.

          “ Dunlop KG ” means Dunlop GmbH & Co. KG, a partnership organized under the laws of the Federal Republic of Germany.

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

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

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

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

          “ Equity Proceeds ” means Net Cash Proceeds from issuances or sales of Equity Interests (other than to directors, officers or employees of Goodyear or any Subsidiary in connection with compensation or incentive arrangements) of Goodyear after the Effective Date.

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

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

          “ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to any Plan (other than

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

          “ EURIBO Rate ” means, with respect to any Eurocurrency Borrowing denominated in Euros for any Interest Period, the rate sponsored by the Banking Federation of the European Union and the Financial Markets Association and appearing on page 248 of Dow Jones Markets Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to Euro deposits in the Euro interbank market) at approximately 11:00 a.m., Brussels time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in Euros with a maturity comparable to such Interest Period; provided that in the event that such rate is not available at such time for any reason with respect to such Eurocurrency Borrowing, then the “EURIBO Rate” with respect to such Eurocurrency Borrowing for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which deposits of € 5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

          “ Euro ” or “ € ” means the lawful currency of the member states of the European Union that has adopted a single currency in accordance with applicable law or treaty.

          “ Euro Equivalent ” means, on any date of determination, (a) with respect to any amount in Euros, such amount, and (b) with respect to any amount in US Dollars or Pounds Sterling, the equivalent in Euros of such amount, determined by the Administrative Agent using the Exchange Rate or the LC Exchange Rate, as applicable,

with respect to US Dollars or Pounds Sterling, as the case may be, in effect for such amount on such date. The Euro Equivalent at any time of the amount of any Letter of Credit, LC Disbursement or Loan denominated in US Dollars or Pounds Sterling shall be the amount most recently determined as provided in Section 1.05(b).

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

          “ European Facilities Agreement ” means this Agreement, the Amended and Restated Term Loan and Revolving Credit Agreement dated as of March 31, 2003, as amended and restated as of the Effective Date, among the European J.V., the other borrowers thereunder, certain lenders, certain issuing banks, JPMEL, as administrative agent, and JPMCB, as collateral agent.

          “ European J.V. ” means Goodyear Dunlop Tires Europe B.V., a corporation organized under the laws of The Netherlands.

          “ Event of Default ” has the meaning assigned to such term in Section 7.01.

          “ Excess Cash Rationalization Charges ” means, for any period, cash expenditures of Goodyear and its Consolidated Subsidiaries in such period with respect to Rationalization Charges recorded on Goodyear’s consolidated income statement after March 31, 2005; provided , however , that for such cash expenditures incurred after March 31, 2005, Excess Cash Rationalization Charges shall only include the aggregate amount of such cash expenditures which exceed the sum of $150,000,000 plus 50% of Equity Proceeds received after the Effective Date.

          “ Excess J.V. Cash Rationalization Charges ” means, for any period, cash expenditures of the European J.V. and its Consolidated Subsidiaries in such period with respect to Rationalization Charges recorded on the European J.V.’s consolidated income statement after March 31, 2005; provided , however , that for such cash expenditures incurred after March 31, 2005, Excess Cash Rationalization Charges shall only include the aggregate amount of such cash expenditures which exceed the sum of $75,000,000 plus 50% of J.V. Equity Proceeds received by the European J.V. after the Effective Date.

          “ Exchange Rate ” means, on any day, with respect to US Dollars, Pounds Sterling or any other currency in relation to Euros, the rate at which such currency may be exchanged into Euros, as set forth at approximately 12:00 noon, London time, on such day on the Reuters World Currency Page for US Dollars, Pounds Sterling or such other currency, as applicable. In the event that any such rate does not appear on the applicable Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the European J.V. or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent, at or about 11:00 a.m., London time, on such date for the purchase of Euros for delivery two Business Days later; provided that if at the

time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the European J.V., may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

          “ Excluded Subsidiary ” means any Subsidiary with only nominal assets and no operations. No Subsidiary shall be an Excluded Subsidiary if it is a Guarantor or a Grantor under the First Lien Guarantee and Collateral Agreement, the Second Lien Guarantee and Collateral Agreement or the Third Lien Collateral Agreement or a Subsidiary Guarantor or Grantor Subsidiary Guarantor under the Junior Lien Indenture.

          “ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes or any similar tax imposed by any jurisdiction described in clause (a) above and (c) (i) any withholding tax that is imposed by the United States on amounts payable to a Foreign Lender (other than an assignee pursuant to Section 7.02 or an assignee pursuant to a request by the European J.V. under Section 2.19(b)) at the time such Foreign Lender first becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from such Borrower with respect to such withholding tax pursuant to Section 2.17(a) or (ii) any withholding tax that is imposed by the United States on amounts payable to a Foreign Lender that is attributable to such Foreign Lender’s failure to comply with Section 2.17(e).

          “ Existing Credit Agreement ” means the Term Loan and Revolving Credit Agreement dated as of March 31, 2003, as amended, among Goodyear, the European J.V., GDTG, Goodyear KG, Dunlop KG, Lux Tires, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders, as in effect immediately prior to the effectiveness of Transactions to occur on the Effective Date and prior to its amendment and restatement in the form hereof.

          “ Financial Officer ” of any Person means the chief financial officer, principal accounting officer, treasurer or any assistant treasurer of such Person.

          “ First Lien Agreement ” means the First Lien Credit Agreement dated as of the date hereof, among Goodyear, certain lenders, certain issuing banks, Citicorp USA, Inc., as syndication agent, and JPMCB, as administrative agent.

          “ First Lien Guarantee and Collateral Agreement ” means the Guarantee and Collateral Agreement among Goodyear, the Subsidiary Guarantors thereunder, the grantors thereunder, certain other Subsidiaries and JPMCB, as collateral agent, substantially in the form of Exhibit G, as from time to time amended, supplemented or

otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein).

          “ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than the United States or any political subdivision thereof.

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

          “ GAAP ” means generally accepted accounting principles in the United States or, when reference is made to financial statements of a Person organized under the laws of a jurisdiction outside of the United States, generally accepted accounting principles in such jurisdiction, except that all determinations made under Section 6.11 shall be made in accordance with generally accepted accounting principles in the United States.

          “ GDTG ” means Goodyear Dunlop Tires Germany GmbH, a company organized under the laws of the Federal Republic of Germany.

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

          “ GDTG Commitment ” means, with respect to each GDTG Lender, the commitment of such Lender to make GDTG Loans hereunder, expressed as an amount representing the maximum permitted aggregate amount of such Lender’s GDTG Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each GDTG Lender’s GDTG Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its GDTG Commitment, as applicable. The initial aggregate amount of the GDTG Lenders’ GDTG Commitments is € 155,000,000.

          “ GDTG Credit Exposure ” means, with respect to any GDTG Lender at any time, the sum of the Euro Equivalents of such Lender’s GDTG Loans at such time.

          “ GDTG Lender ” means a Lender with a GDTG Commitment or, if the GDTG Commitments have terminated or expired, a Lender with GDTG Credit Exposure.

          “ GDTG Loan ” means a Loan made pursuant to clause (b) of Section 2.01.

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

          “ GDTG/Term Obligations ” means (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the GDTG Loans and the Term Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations of the Credit Parties to any of the Secured Parties (including the Collateral Agent under Section 9.15) under this Agreement and each of the other Credit Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), save in each case insofar as the same relate to, or to any Guarantee of, the ABT Loans or any amount payable in respect thereof, (b) the due and punctual performance of all other nonmonetary obligations of the Credit Parties to any of the Secured Parties under this Agreement and the other Credit Documents (other than the performance of obligations in respect of, or under any Guarantee in respect of, the ABT Loans or any amount payable in respect thereof), (c) the due and punctual payment and performance of all obligations of any J.V. Subsidiary organized under the laws of the Federal Republic of Germany under each Swap Agreement that shall at any time have been specified in a written notice to the Administrative Agent from the European J.V. as being included in the GDTG/Term Obligations if such Swap Agreement (i) shall have been in effect on the Effective Date with a counterparty that shall have been a Lender or an Affiliate of a Lender immediately prior to the effectiveness of the amendment and restatement hereof as of the Effective Date or (ii) shall have been entered into after the Effective Date with any counterparty that shall have been a Lender or an Affiliate of a Lender at the time such Swap Agreement was entered into and (d) the due and punctual payment and performance of all obligations of any J.V. Subsidiary organized under the laws of the Federal Republic of Germany arising out of or in connection with cash management or similar services that shall at any time have been designated in a written notice to the Administrative Agent from the European J.V. as being included in the GDTG/Term Obligations and that are provided by a Person that shall have been a Lender or an Affiliate of a Lender at the time of such designation; provided that any amount or obligation that is an ABT Obligation shall not be a GDTG/Term Obligation.

          “ GmbH ” has the meaning set forth in Section 5.08(c).

          “ Goodyear ” means The Goodyear Tire & Rubber Company, an Ohio corporation.

          “ Goodyear KG ” means Goodyear GmbH & Co. KG, a partnership organized under the laws of the Federal Republic of Germany.

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

          “ Grantors ” means the European J.V. and each J.V. Subsidiary that has become, or is required to become, a Grantor (as defined in the Guarantee and Collateral Agreement) pursuant to Section 4.01(h) or Section 5.08.

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

          “ Guarantee and Collateral Agreement ” means the Guarantee and Collateral Agreement among Goodyear, the Subsidiary Guarantors, the Grantors, certain other Subsidiaries, the Lenders and the Collateral Agent substantially in the form of Exhibit F hereto, as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein).

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

          “ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the

ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all Securitization Transactions of such Person and (j) all obligations of such Person in respect of Swap Agreements of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in such entity.

          “ Indemnified Taxes ” means Taxes other than Excluded Taxes.

          “ Indemnitee ” has the meaning set forth in Section 9.03.

          “ Information ” has the meaning set forth in Section 9.12.

          “ Information Memorandum ” means the Confidential Information Memorandum dated March 2005 relating to Goodyear and the Transactions.

          “ Intellectual Property ” has the meaning set forth in the Guarantee and Collateral Agreement.

          “ Intercompany Items ” means obligations owed by the Borrower or any Subsidiary to the Borrower or any other Subsidiary.

          “ Interest Payment Date ” means (a) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (b) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

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

Borrowing, thereafter shall be the effective date of the most recent continuation of such Borrowing.

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

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

          “ Issuing Bank Agreement ” means an agreement in form reasonably satisfactory to the European J.V., the Administrative Agent and a financial institution pursuant to which such financial institution agrees to act as an Issuing Bank hereunder.

          “ JPMCB ” means JPMorgan Chase Bank, N.A., and its successors.

          “ JPMEL ” means J.P. Morgan Europe Limited, and its successors.

          “ Junior Lien Indenture ” means the Indenture dated as of March 12, 2004, among the Borrower, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as trustee.

          “ Junior Securities ” means, collectively, any Senior Subordinated-Lien Indebtedness and any Indebtedness or preferred Equity Interests issued under Section 6.01(q).

          “ J.V. Equity Proceeds ” means Net Cash Proceeds from issuances or sales of Equity Interests (other than to directors, officers or employees of the European J.V. or any J.V. Subsidiary in connection with compensation or incentive arrangements) of the European J.V. after the Effective Date.

          “ J.V. Loan Parties ” means the European J.V. and the Subsidiary Guarantors.

          “ J.V. Subsidiary ” means any subsidiary of the European J.V.

          “ KG ” has the meaning set forth in Section 5.08(c).

          “ LC Commitment ” means, as to any Issuing Bank, the maximum permitted amount of the LC Exposure that may be attributable to Letters of Credit issued by such Issuing Bank, as set forth in such Issuing Bank’s Issuing Bank Agreement.

          “ LC Disbursement ” shall mean a payment made by an Issuing Bank in respect of a Letter of Credit. The amount of any LC Disbursement made by an Issuing

Bank in US Dollars or Pounds Sterling and not reimbursed by the applicable Borrower shall be determined as set forth in paragraph (e) or (l) of Section 2.04, as applicable.

          “ LC Exchange Rate ” means, on any day, with respect to Euros in relation to US Dollars or Pounds Sterling, the rate at which Euros may be exchanged into such currency, as set forth at approximately 12:00 noon, New York City time, on such day on the applicable Reuters World Currency Page. In the event that any such rate does not appear on the applicable Reuters World Currency Page, the LC Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower or, in the absence of such agreement, such LC Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent, at or about 11:00 a.m., London time, on such date for the purchase of US Dollars or Pounds Sterling, as the case may be, with Euros for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the European J.V., may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

          “ LC Exposure ” shall mean, at any time, the sum of (a) the aggregate of the Euro Equivalents of the undrawn amounts of all outstanding Letters of Credit and (b) the aggregate of the Euro Equivalents of the amounts of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any ABT Lender at any time shall be such Lender’s ABT Percentage of the aggregate LC Exposure.

          “ LC Participation Calculation Date ” means, with respect to any LC Disbursement made in a currency other than Euros, (a) the date on which the Issuing Bank shall advise the Administrative Agent that it purchased with Euros the currency used to make such LC Disbursement, or (b) if the Issuing Bank shall not advise the Administrative Agent that it made such a purchase, the date on which such LC Disbursement is made.

          “ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lender” includes the Swingline Lender.

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

          “ LIBO Rate ” means, with respect to any Eurocurrency Borrowing denominated in US Dollars or in Pounds Sterling for any Interest Period, the rate appearing on the applicable page of the Dow Jones Market Service for such currency (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such

page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in the applicable currency with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason with respect to any such Eurocurrency Borrowing, then the “ LIBO Rate ” with respect to such Eurocurrency Borrowing for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which deposits of US$5,000,000 or £5,000,000, as the case may be, and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

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

          “ Lien Subordination and Intercreditor Agreement ” means the Lien Subordination and Intercreditor Agreement dated as of March 12, 2004, among the Collateral Agent, Wilmington Trust Company, Goodyear and the Subsidiary Guarantors.

          “ Loans ” means (a) the loans made by the Lenders to any Borrower pursuant to this Agreement and (b) Swingline Loans.

          “ Lux Tires ” means Goodyear Luxembourg Tires S.A., a société anonyme organized under the laws of Luxembourg.

          “ Majority Lenders ” means, at any time, Lenders having aggregate Revolving Credit Exposures, Term Loans and unused Commitments representing at least a majority of the sum of the total Revolving Credit Exposures, Term Loans and unused Commitments at such time.

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

          “ Material Indebtedness ” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of Goodyear and the Subsidiaries in an aggregate principal amount exceeding $50,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Goodyear or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Goodyear or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time, calculated in accordance with the terms of such Swap Agreement.

          “ Material Subsidiary ” means, at any time, each Subsidiary other than Subsidiaries that do not represent more than 2.5% for any such individual Subsidiary, or more than 5% in the aggregate for all such Subsidiaries, of either (a) Consolidated Total Assets or (b) Consolidated Revenue for the period of four fiscal quarters most recently ended.

          “ Maturity Date ” means April 30, 2010.

          “ Moody’s ” means Moody’s Investors Service, Inc., or any successor thereto.

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

          “ NAIC ” means the National Association of Insurance Commissioners.

          “ Net Cash Proceeds ” means, with respect to any Prepayment Event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including as a result of any monetization of non-cash proceeds), but only as and when received, (ii) in the case of a casualty, insurance proceeds received, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments received, net of (b) the sum of (A) all reasonable fees, discounts, commissions and out-of-pocket expenses (including any legal, title and recording tax expenses) paid by the European J.V. and the J.V. Subsidiaries to third parties (other than Affiliates) in connection with such event, (B) in the case of a sale, transfer or other disposition of any property or asset (including pursuant to a Sale and Leaseback Transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made by the European J.V. and the J.V. Subsidiaries as a result of such event to repay Indebtedness (other than the Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, and (C) the amount of all taxes paid (or reasonably estimated to be payable) by the European J.V. and the J.V. Subsidiaries (including taxes required to be paid or withheld in respect of the transfer of amounts from the recipient thereof to a Borrower), and the amount of any reserves established by the European J.V. and the J.V. Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of the European

J.V. or Goodyear); provided that, to the extent and at the time any such amounts are released to the European J.V. or any J.V. Subsidiary from such reserve, such amounts shall constitute Net Cash Proceeds. Notwithstanding the foregoing, amounts that would otherwise constitute Net Cash Proceeds shall not constitute Net Cash Proceeds to the extent that (x) currency or foreign exchange controls prevent the repatriation of such amounts to the Term Borrowers, (y) the recipient of such amounts is not a Wholly Owned Subsidiary and (1) the consent of any Person other than Goodyear or any Wholly Owned Subsidiary is required by applicable law or the terms of any organizational document of such non-Wholly Owned Subsidiary or other agreement of such Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiary to transfer such amounts to a Term Borrower (whether by distribution, loan or advance, repayment of intercompany Indebtedness or other commercially reasonable means) and (2) Goodyear and the European J.V. endeavored in good faith to obtain such consents and such consents shall not have been obtained (to permit the transfer of such proceeds by any of such means) or (z) capital maintenance, corporate benefit or over collateralization rules prevent the repayment of such amounts by, or repatriation of such amounts for repayment to, the Term Borrowers. The Net Cash Proceeds received by any non-Wholly Owned Subsidiary shall be deemed to equal the amount determined as set forth above multiplied by the European J.V.’s aggregate direct or indirect percentage ownership of such Subsidiary. The Net Cash Proceeds of any event that is not a Prepayment Event shall be determined as if such event were a Prepayment Event.

          “ Net Intercompany Items ” means, in the case of any Subsidiary, (a) the aggregate amount of the Intercompany Items owed by the Borrower or any other Subsidiary to such Subsidiary minus (b) the aggregate amount of the Intercompany Items owed by such Subsidiary to the Borrower or any other Subsidiary.

          “ Obligations ” means the ABT Obligations and the GDTG/Term Obligations.

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

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

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

          “ 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 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;

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

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

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

          “ Permitted Investments ” means:

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

     (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, ratings of A1 from 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 US Subsidiary, (i) marketable direct obligations issued or unconditionally guaranteed by the sovereign nation in which such Subsidiary is organized and is conducting business or issued by any agency of such sovereign nation and backed by the full faith and credit of such sovereign nation, in each case maturing within one year from the date of acquisition, so long as the indebtedness of such sovereign nation is rated at least A by 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 Credit Facilities 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 be made in amounts and jurisdictions consistent with Goodyear’s policies governing short-term investments.

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

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

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

          “ Pounds Sterling ” or “ £ ” means the lawful currency of the United Kingdom.

          “ Prepayment Event ” means:

     (a) any sale, transfer, lease or other disposition (including pursuant to a Sale and Leaseback Transaction other than a Sale and Leaseback Transaction consummated not more than 180 days after the acquisition or completion of construction of the assets subject thereto) of any property or assets of the European J.V. or any J.V. Subsidiary to any Person other than the European J.V. or any J.V. Subsidiary, other than dispositions (i) described in clauses (a), (b), (c) or (h) of Section 6.06 or in Part III of Schedule 6.06 or in subclause (ii) of clause (e) of Section 6.06, (ii) that result in Net Cash Proceeds not exceeding $15,000,000 or (iii) of assets that do not constitute Collateral and are not owned by J.V. Subsidiaries, the Equity Interests of which constitute Collateral; or

     (b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the European J.V. or any J.V. Subsidiary, but only to the extent that the Net Cash Proceeds from such event exceed $15,000,000 and then, if the European J.V. shall notify the Administrative Agent that it or the applicable J.V. Subsidiary intends to apply such Net Cash Proceeds to repair, restore or replace the property or asset that shall have been damaged or taken, such event shall constitute a Prepayment Event only if such repair, restoration or replacement shall not have commenced within 180 days after such event and the Net Cash Proceeds of such event will be deemed for purposes of Section 2.11 to equal the amount not so applied.

          “ Principal European Subsidiary ” means, any J.V. Subsidiary (other than a Borrower) organized under the laws of the Federal Republic of Germany, Luxembourg, the Republic of France or the United Kingdom with Total Assets having a book value in excess of $10,000,000 as of December 31, 2004, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (other than any Special Excluded Subsidiary).

          “ Priority Payables Reserve ” means, at any time, the sum, without duplication, of any deductions made pursuant to the definitions contained in the First Lien Agreement of “Additional Inventory Reserves”, “Inventory Reserves”, “Eligible Inventory” and “Inventory Value”, and the full amount of the liabilities at such time which have a trust imposed to provide for payment thereof or a security interest, Lien or charge ranking or capable of ranking, in each case senior to or pari passu with the Liens

created under the Security Documents (as defined in the First Lien Agreement) under Canadian federal, provincial, territorial, county, municipal or local law with respect to claims for goods and services taxes, sales tax, income tax, workers’ compensation obligations, vacation pay or pension fund obligations.

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

          “ Register ” has the meaning set forth in Section 9.04.

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

          “ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Goodyear or any Subsidiary, or any payment (whether in cash, securities or other property) on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests.

          “ Revolving Borrowing ” shall mean a Borrowing comprising Revolving Loans.

          “ Revolving Commitment ” means an ABT Commitment or a GDTG Commitment.

          “ Revolving Credit Exposure ” means, with respect to any Lender at any time, the sum of such Lender’s ABT Credit Exposure and GDTG Credit Exposure at such time.

          “ Revolving Lender ” means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Credit Exposure.

          “ Revolving Loan ” means an ABT Loan or a GDTG Loan.

          “ Revolving Obligations ” means the ABT Obligations.

          “ Sale and Leaseback Transaction ” means any arrangement whereby Goodyear or a Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease from the buyer or transferee property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, other than any such transaction entered into with respect to any property or any improvements thereto at the time of, or within 180 days after, the acquisition or completion of construction of such property or

such improvements (or, if later, the commencement of commercial operation of any such property), as the case may be, to finance the cost of such property or such improvements, as the case may be.

          “ SAVA ” means Sava Tires, d.o.o., a corporation organized under the laws of the Republic of Slovenia.

          “ Second Lien Agreement ” means the Second Lien Credit Agreement dated as of the date hereof, among Goodyear, certain lenders and JPMCB, as administrative agent.

          “ Second Lien Guarantee and Collateral Agreement ” means the Guarantee and Collateral Agreement among Goodyear, the Subsidiary Guarantors thereunder, the Grantors thereunder, certain other Subsidiaries and the collateral agent under the Second Lien Agreement substantially in the form of Exhibit H, as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein).

          “ Secured Parties ” means the Administrative Agent, the Collateral Agent, each Issuing Bank and each Lender. For purposes of Section 9.15 and each Security Document, “Secured Parties” shall also include each other Person to which is owed, as applicable, GDTG/Term Obligations or ABT Obligations, and which has signed an Affiliate Authorization or the Amendment and Restatement Agreement.

          “ Securitization Transaction ” means, with respect to any Person, (i) any transfer by such Person of accounts receivable, rights to future lease payments or residuals or other financial assets, and related property, or interests therein (a) to a trust, partnership, corporation or other entity, which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness or securities that are to receive payments from, or that represent interests in, the cash flow derived from such accounts receivable or interests, or (b) directly to one or more investors or other purchasers, (ii) any Indebtedness of such Person secured substantially entirely by accounts receivable, rights to future lease payments or residuals or other financial assets, and related property or (iii) any factoring transaction involving substantially entirely accounts receivable, rights to future lease payments or residuals or other financial assets, and related property; provided that “Securitization Transaction” shall not include (A) the sale by any Foreign Subsidiary, in the ordinary course of its business, of drafts with a bank or other financial institution as the maker (or otherwise primarily responsible for the payment thereof), bankers acceptances or similar instruments received by such Foreign Subsidiary from a customer operating in a jurisdiction other than the United States or any of its territories or possessions or any political subdivision thereof in satisfaction of accounts receivable or otherwise as consideration for goods sold or services provided to such customer, (B) the sale, in the ordinary course of business, of drafts not payable on demand received by Goodyear or any Subsidiary from a customer in satisfaction of accounts receivable or otherwise as consideration for goods sold or services provided to such customer pursuant to an arrangement (1) initiated by and entered into at the request of such customer, and

(2) under which a financial institution has agreed as part of a financing program established for and at the request of such customer to buy such drafts from such customer’s vendors (which arrangements may be modified by Goodyear or any Subsidiary to contemplate the repurchase of such drafts by such customer, or other actions by such customer to reinstate or to pay receivables in respect of which such drafts were created, in the event of any failure by such financial institution to buy such drafts) or (C) the sale of accounts receivable or proceeds thereof from customers of Goodyear and its Affiliates to the extent such sale (x) is initiated by and entered into at the request of such customers, and (y) involves the sale of such accounts receivable to financial institutions as part of financing programs established for and at the request of such customers. The amount of any Securitization Transaction shall be deemed at any time to be the aggregate outstanding principal amount of the Indebtedness or securities referred to in the preceding sentence or, if there shall be no such principal amount, the equivalent outstanding amount of the funded investment.

          “ Security Agreement ” means any security agreement, pledge agreement, charge agreement, mortgage, debenture or similar agreement, instrument or security document, or any supplement thereto creating a Lien on any assets or rights to secure any of the Obligations.

          “ Security Documents ” means the Guarantee and Collateral Agreement, the German security trust agreement in respect of the German Security Agreements, the Security Agreements and each other instrument or document delivered in connection with the cash collateralization of Letters of Credit or pursuant to Section 5.08 to secure any of the Obligations.

          “ Senior Subordinated-Lien Collateral Agent ” means, as to any Senior Subordinated-Lien Indebtedness, the collateral agent under the applicable Senior Subordinated-Lien Indebtedness Security Documents.

          “ Senior Subordinated-Lien Governing Documents ” means each Indenture or other agreement or instrument providing for the issuance or setting forth the terms of any Senior Subordinated-Lien Indebtedness.

          “ Senior Subordinated-Lien Indebtedness ” means Indebtedness of Goodyear that (a) is secured by Liens permitted under Section 6.02(m), but that is not secured by Liens on any additional assets, (b) constitutes Initial Junior Indebtedness or Designated Junior Obligations under the Lien Subordination and Intercreditor Agreement, and the Liens securing which are subordinated under the Lien Subordination and Intercreditor Agreement to the Liens securing the obligations under the First Lien Agreement and the Second Lien Agreement and (c) does not contain provisions inconsistent with the restrictions of Schedule 1.01B. Each of Goodyear’s 11% Senior Secured Notes due 2011 and its Senior Secured Floating Rate Notes due 2011 issued on March 12, 2004, and the Indebtedness under the Third Lien Agreement are Senior Subordinated-Lien Indebtedness.

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          “ Senior Subordinated-Lien Obligations ” means, as to any Senior Subordinated-Lien Indebtedness, (a) the principal of and all premium or make-whole amounts, if any, and interest payable in respect of such Senior Subordinated-Lien Indebtedness, (b) any amounts payable under Guarantees of such Senior Subordinated-Lien Indebtedness by Subsidiaries and (c) all other amounts payable by Goodyear or any Subsidiary under such Senior Subordinated-Lien Indebtedness, the applicable Senior Subordinated-Lien Security Documents (to the extent such amounts relate to such Senior Subordinated-Lien Indebtedness) or the applicable Senior Subordinated-Lien Governing Documents.

          “ Senior Subordinated-Lien Security Documents ” means, as to any Senior Subordinated-Lien Indebtedness, the security agreements, pledge agreements, mortgages and other documents creating Liens on assets of Goodyear and the US Subsidiary Guarantors to secure the applicable Senior Subordinated-Lien Obligations.

          “ Special Excluded Subsidiaries ” means KDIS Distribution, Vulco France and Pneus Holding.

          “ Specified Jurisdiction ” means The United States of America, Canada, the Federal Republic of Germany, Luxembourg, the Netherlands, the Republic of France and the United Kingdom.

          “ Standard & Poor’s ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

          “ Statutory Reserves ” means, with respect to any currency, the aggregate of the maximum reserve, liquid asset, fees or similar requirements (including any marginal, special, emergency or supplemental reserves or other requirements) established by any central bank, monetary authority, the Board or other Governmental Authority for any category of deposits or liabilities customarily used to fund loans in such currency, expressed in the case of each such requirement as a decimal, provided that Statutory Reserves shall not include any such requirements of the Bank of England, the European Central Bank, the European System of Central Banks or any other monetary or other authority to the extent covered by Section 2.20. Such reserve percentages shall, in the case of US Dollar denominated Loans, include those imposed pursuant to Regulation D of the Board. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under any applicable law, rule or regulation, including Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset or similar requirement.

          “ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which are consolidated with those of the parent in the parent’s consolidated financial statements in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which

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securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

          “ Subsidiary ” means any subsidiary of Goodyear (other than Tire & Wheel Assemblies, Inc. at any time when not more than 50% of the Equity Interests or 50% of the voting power are, as of such date, owned or Controlled by Goodyear).

          “ Subsidiary Guarantors ” means (a) each Borrower (other than the European J.V.), and (b) each J.V. Subsidiary (other than a Borrower) that is, or is required to be, a party to the Guarantee and Collateral Agreement.

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

          “ Swingline Exposure ” shall mean, at any time, the sum of the amounts of Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be such Lender’s ABT Percentage of the total Swingline Exposure at such time.

          “ Swingline Lender ” shall mean JPMCB, in its capacity as lender of Swingline Loans hereunder.

          “ Swingline Loan ” shall mean a Loan made by the Swingline Lender pursuant to Section 2.05.

          “ Swingline Rate ” means, with respect to any Swingline Loan, (a) the rate at which Euro deposits with interest periods of one day are offered by JPMCB in the London interbank market at the time the Administrative Agent determines such rate on such day, divided by (b) 1.00 minus the Statutory Reserves applicable to such Swingline Loan.

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

          “ Term Borrower ” means Goodyear KG or Dunlop KG.

          “ Term Lender ” means a Lender with a Term Loan Commitment or any outstanding Term Loan.

          “ Term Loan ” means a Loan made pursuant to clause (c) of Section 2.01.

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          “ Term Loan Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to make Term Loans hereunder on the Effective Date, expressed as amount representing the maximum aggregate principal amount of the Term Loans to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Term Loan Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Term Loan Commitment, as applicable. The initial aggregate amount of the Lenders’ Term Loan Commitments is €155,000,000.

          “ Third Lien Agreement ” means the Third Lien Credit Agreement dated as of the date hereof, among Goodyear, certain Subsidiaries of Goodyear party thereto, certain lenders and JPMCB, as administrative agent.

          “ Third Lien Collateral Agreement ” means the Collateral Agreement dated as of March 12, 2004, among the Borrower, the Subsidiary of the Borrower identified therein and Wilmington Trust Company, as collateral agent, attached as Exhibit I hereto.

          “ Total Assets ” of any Subsidiary means (a) in the case of any Subsidiary organized in a Specified Jurisdiction, (i) the total assets of such Subsidiary, excluding Intercompany Items, plus (ii) if the Net Intercompany Items of such Subsidiary shall be positive, the amount of such Net Intercompany Items; and (b) in the case of any other Subsidiary, the total assets of such Subsidiary, excluding Intercompany Items.

          “ Tranche ” shall mean a category of Revolving Commitments and extensions of credit thereunder. For purposes hereof, each of the following composes a separate Tranche: (a) the ABT Commitments, the ABT Loans, the Letters of Credit and the Swingline Loans, taken together, and (b) the GDTG Commitments and the GDTG Loans.

          “ Transactions ” means the amendment and restatement of the Existing Credit Agreement in the form of this Agreement, the execution, delivery and performance by Goodyear and the Borrowers of this Agreement and by Goodyear, the European J.V., the Subsidiary Guarantors, the US Subsidiary Guarantors and the Grantors, as applicable, of the other Credit Documents, the borrowing of the Loans, the obtaining and use of the Letters of Credit, the creation or continuation of the Liens and Guarantees provided for in the Security Documents and the other transactions contemplated hereby.

          “ Type ”, when used in reference to any Loan or Borrowing, refers to the basis upon which the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined. Subject to Section 2.14, the Loans and Borrowings hereunder will be “Eurocurrency” Loans and “Eurocurrency” Borrowings, as the rate of interest thereon will be determined by reference to the Adjusted Eurocurrency Rate.

          “ US Dollars ” or “ $ ” refers to lawful money of the United States of America.

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          “ US Subsidiary ” means any Subsidiary that is not a Foreign Subsidiary.

          “ US Subsidiary Guarantors ” means each US Subsidiary (other than the Excluded Subsidiaries and the Consent Subsidiaries).

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

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

          SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class ( e.g. , an “ABT Loan”) or by Type ( e.g. , a “Eurocurrency Loan”) or by Class and Type ( e.g. , a “Eurocurrency ABT Loan”). Borrowings also may be classified and referred to by Class ( e.g. , an “ABT Borrowing”) or by Type ( e.g. , a “Eurocurrency Borrowing”) or by Class and Type ( e.g. , a “Eurocurrency ABT Borrowing”).

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

          SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the

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European J.V. notifies the Administrative Agent that the European J.V. requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the European J.V. and Goodyear that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

          SECTION 1.05. Currency Translation. (a) For purposes of determining compliance as of any date with Section 6.01, 6.02, 6.03, 6.05 or 6.06, amounts incurred or outstanding in currencies other than US Dollars shall be translated into US Dollars at the exchange rates in effect on the first Business Day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made, as such exchange rates shall be determined in good faith by Goodyear. No Default or Event of Default shall arise as a result of any limitation set forth in US Dollars in Section 6.01, 6.02, 6.03, 6.05 or 6.06 being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made. For purposes of determining compliance as of any date with Section 6.09, amounts incurred in Euros during 2005 shall be translated into US Dollars at the exchange rate of $1.25 to €1.00, and amounts incurred in Euros during any subsequent year shall be translated into US Dollars at the exchange rate determined by Goodyear and used in its Annual Operating Plan for such year (which exchange rate shall be determined reasonably and set forth in the first certificate delivered pursuant to Section 5.01(c) during such year).

          (b) (i) The Administrative Agent shall determine the Euro Equivalent of any Letter of Credit denominated in US Dollars or Pounds Sterling as of the date of the issuance thereof and as of each subsequent date on which such Letter of Credit shall be renewed or extended or the stated amount of such Letter of Credit shall be increased, in each case using the Exchange Rate for the applicable currency in relation to Euros in effect on the date of determination, and each such amount shall be the Euro Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this Section 1.05(b)(i). The Administrative Agent shall in addition determine the Euro Equivalent of any Letter of Credit denominated in US Dollars or Pounds Sterling as of the CAM Exchange Date as set forth in Section 7.03.

          (ii) The Administrative Agent shall determine the Euro Equivalent of any Borrowing denominated in US Dollars or Pounds Sterling as of the date of the commencement of the initial Interest Period therefor and as of the date of the commencement of each subsequent Interest Period therefor, in each case using the Exchange Rate for the applicable currency in relation to Euros in effect on the date that is three Business Days prior to the date on which the applicable Interest Period shall commence, and each such amount shall be the Euro Equivalent of such Borrowing until the next required calculation thereof pursuant to this Section 1.05(b)(ii). The Administrative Agent shall in addition determine the Euro Equivalent of any Borrowing

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denominated in US Dollars or Pounds Sterling as of the CAM Exchange Date as set forth in Section 7.02.

          (iii) The Euro Equivalent of any LC Disbursement made by any Issuing Bank in US Dollars or Pounds Sterling and not reimbursed by the Borrower shall be determined as set forth in paragraphs (e) or (l) of Section 2.04, as applicable. In addition, the Euro Equivalent of the LC Exposures shall be determined as set forth in paragraph (j) of Section 2.04, at the time and in the circumstances specified therein.

          (iv) The Administrative Agent shall notify the Borrowers, the applicable Lenders and the applicable Issuing Bank of each calculation of the Euro Equivalent of each Letter of Credit, Borrowing and LC Disbursement.

ARTICLE II

The Credits

          SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, (a) each ABT Lender agrees to make ABT Loans to any Borrower from time to time during the ABT Availability Period in Euros, US Dollars or Pounds Sterling in an aggregate principal amount that will not result in (i) such Lender’s ABT Credit Exposure exceeding such Lender’s ABT Commitment or (ii) the aggregate of the Euro Equivalents of the principal amounts of ABT Borrowings denominated in Pounds Sterling exceeding €50,000,000, (b) each GDTG Lender agrees to make GDTG Loans to GDTG from time to time during the GDTG Availability Period in Euros or US Dollars in an aggregate principal amount that will not result in such Lender’s GDTG Credit Exposure exceeding such Lender’s GDTG Commitment and (c) each Term Loan Lender agrees (i) to make a Term Loan to Goodyear KG on the Effective Date in Euros in a principal amount not exceeding its Applicable Term Percentage of €40,000,000 and (ii) to make a Term Loan to Dunlop KG on the Effective Date in Euros in a principal amount not exceeding its Applicable Term Percentage of €115,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed.

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

          (b) Subject to Section 2.14, each Revolving Borrowing and Term Borrowing shall be comprised entirely of Eurocurrency Loans. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not

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affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement.

          (c) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 20 Eurocurrency Borrowings outstanding.

          (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

          SECTION 2.03. Requests for Borrowings. To request a Borrowing, the applicable Borrower, or the European J.V. on behalf of such Borrower, shall notify the Administrative Agent of such request by telecopy (promptly followed by telephonic confirmation of such request) not later than 2:00 p.m., London time, three Business Days before the date of the proposed Borrowing. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

     (i) the Borrower requesting such Borrowing (or on whose behalf the European J.V. is requesting such Borrowing);

     (ii) whether the requested Borrowing is to be an ABT Borrowing, a GDTG Borrowing or a Term Borrowing;

     (iii) the aggregate amount and currency of the requested Borrowing;

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

     (v) the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

     (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

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

          SECTION 2.04. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, each of the Borrowers may request the issuance (or the amendment, renewal or extension) of Letters of Credit denominated in US Dollars, Euros or Pounds Sterling for its own account, in a form reasonably acceptable to the

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Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the ABT Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the applicable Borrower, or the European J.V. on behalf of such Borrower, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by any Issuing Bank, the applicable Borrower, or the European J.V. on behalf of such Borrower, also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit; provided that any provisions in any such letter of credit application that create Liens securing the obligations of the Borrower thereunder or that are inconsistent with the provisions of this Agreement shall be of no force or effect. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower and the European J.V. shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the aggregate amount of the ABT Credit Exposures shall not exceed the aggregate amount of the ABT Commitments, (ii) the LC Exposure shall not exceed €50,000,000, and (iii) the portion of the LC Exposure attributable to Letters of Credit issued by any Issuing Bank shall not exceed the LC Commitment of such Issuing Bank. The Administrative Agent agrees, at the request of any Issuing Bank, to provide information to such Issuing Bank as to the aggregate amount of the ABT Credit Exposures, the LC Exposures and the ABT Commitments.

          (c) Expiration Date. Each Letter of Credit shall have an expiration date at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date. Any Letter of Credit may provide by its terms that it may be extended for additional successive one-year periods on terms reasonably acceptable to the applicable Issuing Bank (but subject to the proviso in the next sentence). Any Letter of Credit providing for automatic extension shall be extended upon the then current expiration date without any further action by any Person unless the applicable Issuing Bank shall have given notice to the applicable beneficiary (with a copy to the applicable

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Borrower) of the election by such Issuing Bank not to extend such Letter of Credit, such notice to be given not fewer than 60 days prior to the then current expiration date of such Letter of Credit, provided that no Letter of Credit may be extended automatically or otherwise beyond the date that is five Business Days prior to the Maturity Date.

          (d) Participations. Effective with respect to each Letter of Credit (and each amendment to a Letter of Credit increasing the amount thereof) upon the issuance (or increase) thereof, and without any further action on the part of the applicable Issuing Bank or the Lenders, each Issuing Bank hereby grants to each ABT Lender, and each ABT Lender hereby acquires from such Issuing Bank, a participation in each Letter of Credit equal to such Lender’s ABT Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each ABT Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s ABT Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or such Lender’s ABT Applicable Percentage of any reimbursement payment in respect of an LC Disbursement required to be refunded to any Borrower for any reason (or if such LC Disbursement or reimbursement payment was made in US Dollars or Pounds Sterling, the Euro Equivalent thereof using the LC Exchange Rate in effect on the applicable LC Participation Calculation Date). Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction of its ABT Commitment or the aggregate amount of the ABT Commitments.

          (e) Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency in which such LC Disbursement is made, not later than 1:30 p.m., London time, on the second Business Day following the date on which such Borrower or the European J.V. shall have received notice of such LC Disbursement; provided that, if such LC Disbursement is denominated in Euros and is at least equal to the Borrowing Minimum for Swingline Loans but not greater than the amount then available to be borrowed as a Swingline Borrowing for the purposes of this Section 2.04(e), unless the applicable Borrower, or the European J.V. on its behalf, shall have notified the Administrative Agent to the contrary not later than 10:00 a.m., London time, on the Business Day next following the date on which such Borrower or the European J.V. shall have been notified of such LC Disbursement, the Borrower will be deemed to have requested in accordance with Section 2.05 that such payment be financed with a Swingline Borrowing on such Business Day in an equivalent amount and, to the extent the condition precedent to such Swingline Borrowing set forth in Section 4.02(B) is satisfied, such Borrower’s obligation to make such payment shall be discharged with the proceeds of the requested Swingline Borrowing. If the applicable Borrower fails to make such payment when due and such Borrower is not entitled to make a Swingline Borrowing in the amount of such payment, (A) if such payment relates to a Letter of

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Credit denominated in US Dollars or Pounds Sterling, automatically and with no further action required, the obligation of such Borrower to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Euro Equivalent, calculated using the LC Exchange Rates on the applicable LC Participation Calculation Date, of such LC Disbursement and (B) in the case of each LC Disbursement, the Administrative Agent shall notify each ABT Lender of such LC Disbursement, the Euro Equivalent of the payment then due from such Borrower in respect thereof and such Lender’s ABT Applicable Percentage thereof, and each ABT Lender shall pay to the Administrative Agent on the date such notice is received its ABT Applicable Percentage of the payment then due from such Borrower, in the same manner as provided in Section 2.06 with respect to ABT Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis , to the payment obligations of the ABT Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the ABT Lenders. Promptly following receipt by the Administrative Agent of any payment from a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that ABT Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Neither any payment made by an ABT Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of Swingline Loans as contemplated above) shall constitute a Loan or relieve the applicable Borrower of its obligation to reimburse such LC Disbursement. If the reimbursement by a Borrower of, or obligation to reimburse, any amounts in US Dollars or Pounds Sterling would subject the Administrative Agent, the applicable Issuing Bank or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Euros, such Borrower shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, the applicable Issuing Bank or Lender or (y) reimburse in Euros each LC Disbursement made in US Dollars or Pounds Sterling, in an amount equal to the Euro Equivalent, calculated using the applicable LC Exchange Rate on the date such LC Disbursement is reimbursed (or on the applicable LC Participation Calculation Date, if such date shall have occurred), of such LC Disbursement.

          (f) Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) any claim or defense against the beneficiary of any Letter of Credit, any transferee of any Letter of Credit, the Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated hereby or any unrelated transactions (including the underlying transaction between any Borrower or any J.V. Subsidiary and the

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beneficiary of any Letter of Credit), (v) the occurrence of any Default or (vi) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense against, or provide a right of setoff against, any Borrower’s obligations hereunder. None of the Administrative Agent, the Lenders or the Issuing Banks, or any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to a Borrower to the extent of any damages suffered by such Borrower or any Lender that are caused by such Issuing Bank’s gross negligence or willful misconduct. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, acting in good faith, either accept and make payment upon such documents without responsibility for further investigation or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

          (g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not (i) relieve such Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement or (ii) relieve any Lender’s obligation to acquire participations as required pursuant to paragraph (d) of this Section 2.04.

          (h) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the applicable Borrower reimburses such LC Disbursement, (i) in the case of any LC Disbursement denominated in Euros, and at all times following the conversion to Euros of an LC Disbursement made in US Dollars or Pounds Sterling pursuant to paragraph (e) or (l) of this Section, at the Swingline Rate plus 2.75% per annum, (ii) in the case of any LC Disbursement denominated in US Dollars, at all times prior to its conversion to Euros pursuant to paragraph (e) or (l) of this Section, at the Alternate Base Rate (as defined in the First Lien Agreement) plus 2.75% per annum, and (iii) in the case of any LC Disbursement denominated in Pounds Sterling, at all times prior to its conversion to Euros pursuant to

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paragraph (e) or (l) of this Section, a rate per annum reasonably determined by the applicable Issuing Bank (which determination will be conclusive absent manifest error) to represent its cost of funds plus 2.75% per annum; provided that, if the applicable Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the accounts of the ABT Lenders to the extent of such payment.

          (i) Replacement of the Issuing Bank. Each Issuing Bank may be replaced at any time by written agreement among the European J.V., the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank. At the time any such replacement shall become effective, the applicable Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of such Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of any Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

          (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the earlier of (i) the third Business Day after the European J.V. shall receive notice from the Administrative Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to this paragraph and (ii) the date on which the maturity of the Loans shall be accelerated or the ABT Commitments terminated, the Borrowers shall deposit in an account or accounts with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit and (ii) the aggregate amount of all unreimbursed LC Disbursements and all interest accrued and unpaid thereon. Amounts payable under the preceding sentence in respect of any Letter of Credit or LC Disbursement shall be payable in the currency of such Letter of Credit or LC Disbursement, except that LC Disbursements in US Dollars or Pounds Sterling in respect of which the applicable Borrower’s reimbursement obligations have been converted to obligations in Euros as provided in paragraph (e) above and interest accrued thereon shall be payable in Euros. The obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account or accounts. Other than any interest earned on the

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investment of such deposits, which investment shall be in Permitted Investments and shall be made in the discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account or accounts. Moneys in such account or accounts shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the LC Exposures and the Issuing Banks with outstanding Letters of Credit), be applied to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers are required to provide an amount of cash collateral under this paragraph, then (1) if the maturity of the Loans has not been accelerated and the LC Exposure shall be reduced to an amount below the amount so deposited, the Administrative Agent will return to the Borrowers any excess of the amount so deposited over the LC Exposure and (2) such amount (to the extent not applied as provided above in this paragraph) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived.

          (k) Issuing Bank Reports. Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall report in writing to the Administrative Agent (i) on or prior to each Business Day on which such Issuing Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the currency and aggregate face amount of the Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amount thereof shall have changed), it being understood that such Issuing Bank shall not effect any issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit without first obtaining written confirmation from the Administrative Agent that such increase is then permitted under this Agreement, (ii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date, currency and amount of such LC Disbursement, (iii) on any Business Day on which any Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the currency and amount of such LC Disbursement and (iv) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.

          (l) Conversion. In the event that the Loans become immediately due and payable on any date pursuant to Article VII, all amounts (i) that the Borrowers are at the time or become thereafter required to reimburse or otherwise pay to the Administrative Agent in respect of LC Disbursements made under any Letter of Credit denominated in US Dollars or Pounds Sterling (other than amounts in respect of which the Borrowers have deposited cash collateral, if such cash collateral was deposited in the applicable currency), (ii) that the Lenders are at the time or become thereafter required to pay to the Administrative Agent (and the Administrative Agent is at the time or becomes thereafter required to distribute to the applicable Issuing Bank) pursuant to paragraph (e) of this Section in respect of unreimbursed LC Disbursements made under any Letter of Credit

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denominated in US Dollars or Pounds Sterling and (iii) of each Lender’s participation in any Letter of Credit denominated in US Dollars or Pounds Sterling under which an LC Disbursement has been made shall, automatically and with no further action required, be converted into the Euro Equivalent, calculated using the LC Exchange Rates on such date (or in the case of any LC Disbursement made after such date, on the date such LC Disbursement is made), of such amounts. On and after such conversion, all amounts accruing and owed to the Administrative Agent, any Issuing Bank or any Lender in respect of the obligations described in this paragraph shall accrue and be payable in Euros at the rates otherwise applicable hereunder.

          SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the ABT Availability Period in Euros in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding €25,000,000, or, for the purposes of a Swingline Borrowing to reimburse an LC Disbursement as contemplated by Section 2.04(e), exceeding €50,000,000, or (ii) the aggregate amount of the ABT Credit Exposures exceeding the aggregate amount of the ABT Commitments, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.

          (b) To request a Swingline Loan, a Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone (confirmed by telecopy), not later than 11:00 a.m., London time, on the day of such proposed Swingline Loan; provided that if at any time an LC Disbursement denominated in Euros shall be made in an amount at least equal to the Borrowing Minimum for Swingline Loans but not greater than the amount then available to be borrowed as a Swingline Borrowing for purposes of Section 2.04(e), a notice of a Swingline Borrowing to finance the reimbursement of such LC Disbursement shall be deemed to have been timely given as contemplated by Section 2.04(e) unless the applicable Borrower, or the European J.V. on behalf of such Borrower, shall have given notice to the contrary to the Administrative Agent, or shall have repaid such LC Disbursement, not later than 10:00 a.m., London time, on the Business Day next following the date on which such Borrower or the European J.V. shall have been notified of such LC Disbursement. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower or by the European J.V. on behalf of such Borrower. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested Swingline Loan, which shall be in an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from a Borrower. The Swingline Lender shall make each Swingline Loan to be made by it available to the applicable Borrower by means of a credit to an account of such Borrower maintained with the Swingline Lender by 3:00 p.m., London time, on the requested date of such Swingline Loan.

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          (c) The Swingline Lender may, by written notice given to the Administrative Agent not later than 12:00 noon, London time, on any Business Day (each date on which such notice is given, a “ Notice Date ”) require the ABT Lenders to acquire participations on the second Business Day after the Notice Date in all or a portion of the outstanding Swingline Loans, and such Swingline Loans shall be continued on the second Business Day after the Notice Date as a Eurocurrency Borrowing having an Interest Period of one week’s duration; provided that the Swingline Lender shall not give such notice to the Administrative Agent unless it shall have first given the applicable Borrower notice by 2:00 p.m., London time, on the Business Day immediately preceding the Notice Date of its intent to give such notice to the Administrative Agent and the Borrower shall not have given the Swingline Lender notice by 9:00 a.m., London time, on the Notice Date that it agrees to repay such Swingline Loans on or prior to the second Business Day after the Notice Date. Such notice shall specify the aggregate amount of Swingline Loans in which ABT Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each ABT Lender, specifying in such notice such Lender’s ABT Percentage of such Swingline Loan or Swingline Loans. Each ABT Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s ABT Percentage of such Swingline Loan or Swingline Loans. Each ABT Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each ABT Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis , to the payment obligations of the ABT Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the ABT Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the applicable Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the ABT Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.

          SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan (other than a Swingline Loan) to be made by it hereunder on the proposed date

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thereof by wire transfer of immediately available funds by 12:30 p.m., London time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the relevant Borrower by promptly crediting the amounts so received, in like funds, to an account designated by such Borrower in the applicable Borrowing Request (which account, in the case of Lux Tires, shall be an account held by Lux Tires outside of the Grand Duchy of Luxembourg); provided that Swingline Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank. The Administrative Agent will transfer the applicable funds to the applicable Borrower by 2:00 p.m., London time, that have been transferred by Lenders to the Administrative Agent in respect of Loans made by such Lenders on the proposed date of a Borrowing.

          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and such Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of such Borrower, the interest rate applicable to the subject Loan. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. It is agreed that no payment by any Borrower under this paragraph will be subject to any break-funding payment under Section 2.16.

          SECTION 2.07. Continuation of Borrowings. (a) Each Revolving Borrowing and Term Borrowing shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the relevant Borrower may elect to continue such Borrowing, and may elect Interest Periods therefor, all as provided in this Section. The relevant Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

          (b) To make a continuation pursuant to this Section, the European J.V. on behalf of the applicable Borrower, shall notify the Administrative Agent of such continuation by telephone by the time that a Borrowing Request would be required under Section 2.03. Each such telephonic Continuation Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Continuation Request signed by the European J.V. on behalf of the applicable Borrower.

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

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

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

     (iii) the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Continuation Request does not specify an Interest Period, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration.

          (d) Promptly following receipt of a Continuation Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

          (e) If the relevant Borrower fails to deliver a timely Continuation Request with respect to a Eurocurrency Borrowing on or prior to the third Business Day preceding the end of the Interest Period applicable thereto (and does not by such time notify the Administrative Agent that it intends to prepay such Eurocurrency Borrowing at the end of such Interest Period), (i) if such Borrowing is a Term Borrowing, then such Borrowing shall continue as a Eurocurrency Borrowing with an Interest Period of one month, and (ii) if such Borrowing is a Revolving Borrowing, then such Borrowing shall be repaid at the end of the Interest Period applicable thereto. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Lenders, so notifies the European J.V., then, so long as an Event of Default is continuing each Eurocurrency Borrowing shall be continued at the end of the Interest Period applicable thereto as a Eurocurrency Borrowing with an Interest Period of one month’s duration.

          SECTION 2.08. Termination of Commitments; Reductions of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., London time, on the Effective Date and (ii) the Revolving Commitments and each LC Commitment shall terminate on the Maturity Date.

          (b) The European J.V. may at any time terminate, or from time to time reduce, the Revolving Commitments of any Tranche; provided that (i) each reduction of such Commitments shall be in an amount that is an integral multiple of €1,000,000 and not less than €5,000,000, (ii) the European J.V. shall not terminate or reduce the ABT Commitments if, after giving effect to any concurrent prepayment of the ABT Loans in accordance with Section 2.11, the aggregate amount of the ABT Credit Exposures would

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exceed the aggregate amount of the ABT Commitments and (iii) the European J.V. shall not terminate or reduce the GDTG Commitment if, after giving effect to any concurrent prepayment of the GDTG Loans in accordance with Section 2.11, the aggregate amount of the GDTG Credit Exposures would exceed the aggregate amount of the GDTG Commitments.

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

          SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Borrowing of such Borrower on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the 10th Business Day after such Swingline Loan is made; provided , however , that on each date that an ABT Borrowing is made, the Borrowers shall repay all Swingline Loans that are outstanding on the date such ABT Borrowing is made. The Borrowers will repay the principal amount of each Loan and the accrued interest thereon in the currency of such Loan.

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

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

          (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the

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obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein (including any failure to record the making or repayment of any Loan) shall not in any manner affect the obligation of any Borrower to repay the Loans in accordance with the terms of this Agreement or prevent any Borrower’s obligations in respect of Loans from being discharged to the extent of amounts actually paid in respect thereof.

          (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in substantially the form set forth in Exhibit C-1 hereto, in the case of ABT Loans, Exhibit C-2 hereto, in the case of GDTG Loans, or Exhibit C-3 hereto, in the case of Term Loans. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

          SECTION 2.10. Amortization of Term Loans. The Term Borrowers shall repay Term Borrowings in the amount of €1,550,000 on April 30 of each year, beginning on April 30, 2006 and in a final installment on the Maturity Date equal to the principal amount of the Term Loans remaining outstanding on such date. Each payment of Term Loans pursuant to this Section 2.10 shall be accompanied by accrued interest on the principal amount paid to but excluding the date of payment.

          SECTION 2.11. Prepayment of Loans. (a) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (e) of this Section.

          (b) In the event and on each occasion that the sum of the Revolving Credit Exposures exceeds the total Revolving Commitments, or the sum of the Revolving Credit Exposures under any Tranche exceeds the sum of the Commitments under such Tranche, the European J.V. shall (and/or shall cause other Borrowers to) prepay Revolving Borrowings, or Revolving Borrowings of the applicable Tranche, in an aggregate amount equal to such excess, and in the event that after such prepayment of Borrowings any such excess shall remain, the European J.V. shall (and/or shall cause other Borrowers to) deposit cash in an amount equal to such excess as collateral for the reimbursement obligations of the Borrowers in respect of Letters of Credit. Any cash so deposited (and any cash previously deposited pursuant to this paragraph) with the Administrative Agent shall be held in an account over which the Administrative Agent shall have dominion and control to the exclusion of the Borrowers and their Subsidiaries, including the exclusive right of withdrawal. Other than any interest earned on the investment of such deposits, which investment shall be in Permitted Investments and shall be made in the discretion of the Administrative Agent (or, at any time when no Default or Event of Default has occurred and is continuing, shall be made at the direction of the European J.V.) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account.

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Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Majority Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers have provided cash collateral to secure the reimbursement obligations of the Borrowers in respect of Letters of Credit, then, so long as no Event of Default shall exist, such cash collateral shall be released to the Borrowers if so requested by the European J.V. at any time if and to the extent that, after giving effect to such release, the aggregate amount of the ABT Credit Exposures would not exceed the aggregate amount of the ABT Commitments.

          (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the European J.V. or any J.V. Subsidiary in respect of any Prepayment Event, the Term Borrowers shall, not later than the fifth Business Day after such Net Cash Proceeds are received, prepay Term Borrowings in an aggregate principal amount equal to 75% such Net Cash Proceeds; provided that, if on the day such Net Cash Proceeds are received no Event of Default shall have occurred and be continuing under clause (a), (b), (h), (i), (l) or (m) of Section 7.01 or as a result of a breach of Section 5.06, 6.10, 6.11 or 6.12, then no prepayment shall be required pursuant to this paragraph in respect of such Net Cash Proceeds at such time. To the extent that the European J.V. and the J.V. Subsidiaries do not apply all such Net Cash Proceeds on or prior to the day (the “ Application Date ”) that is 365 days after receipt of such Net Cash Proceeds to acquire assets that constitute Collateral at the time of such acquisition or will be owned by a J.V. Subsidiary, the Equity Interests of which constitute Collateral at the time of such acquisition, the Term Borrowers shall prepay Loans on or prior to the fifth Business Day after the Application Date in an amount equal to 75% of such Net Cash Proceeds that have not been so applied.

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