<PAGE>
EXHIBIT 4.6
SECOND AMENDMENT dated as of April 16, 2004 (this
"Amendment"), to the Term Loan and Revolving Credit Agreement
dated as of March 31, 2003, as amended as of February 19, 2004
(as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among THE GOODYEAR TIRE &
RUBBER COMPANY, an Ohio corporation ("Goodyear"), GOODYEAR
DUNLOP TIRES EUROPE B.V., a corporation organized under the
laws of the Netherlands (the "European J.V."), GOODYEAR DUNLOP
TIRES GERMANY GMBH, a corporation organized under the laws of
the Federal Republic of Germany ("GDTG"), GOODYEAR GMBH &
CO
KG, a partnership organized under the laws of the Federal
Republic of Germany ("Goodyear KG"), DUNLOP GMBH & CO KG, a
partnership organized under the laws of the Federal Republic
of Germany ("Dunlop KG"), GOODYEAR LUXEMBOURG TIRES SA, a
societe anonyme organized under the laws of Luxembourg ("Lux
Tires"
and, together with the European J.V., GDTG, Goodyear KG
and Dunlop KG, the "Borrowers"), the lenders party thereto
(the "Lenders"), and JPMORGAN CHASE BANK, a New York banking
corporation, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent").
WHEREAS, pursuant to the terms and conditions of the Credit
Agreement, the Lenders have extended and
agreed to extend credit to the
Borrowers; and
WHEREAS, Goodyear and the Borrowers have requested, and the
Majority
Lenders are willing to agree, that the
Credit Agreement be amended on the terms
and subject to the conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing and for other
good
and valuable consideration, the receipt of
which is hereby acknowledged, the
parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used and not
defined
herein shall have the meanings assigned to
them in the Credit Agreement.
SECTION 2. Amendment to Section 5.01 of the Credit Agreement.
Section 5.01(a) of the Credit Agreement is
hereby amended by inserting after the
phrase "within 110 days after the end of
each fiscal year" the following: "(or,
in the case of the fiscal year ended
December 31, 2003, within 140 days after
the end of such fiscal year)".
SECTION 3. Amendment to Section 6.02 of the Credit Agreement.
Paragraph (o) of Section 6.02 of the Credit
Agreement is hereby amended to read
as follows:
<PAGE>
"(o) Liens on (i) assets constituting US Facilities Pledged
Collateral and US Facilities Article 9 Collateral, and real
property
and interests in real property covered by US Facilities
Mortgages,
and (ii) assets constituting ABL Facilities Collateral and
Luxembourg Finance Pledged Collateral and any other assets
securing
obligations under the US Revolving Facility Agreement at the
time
such obligations are refinanced with Indebtedness incurred
under
Section 6.01(m), in each case securing Indebtedness incurred
under
Section 6.01(m) to refinance the Indebtedness under the US
Revolving
Facility Agreement, but only if (A) all Indebtedness under the
US
Revolving Facility Agreement shall have been repaid in full and
the
Commitments under and as defined in the US Revolving Facility
Agreement shall have been terminated not later than the time at
which such Liens are incurred, (B) such Liens secure Indebtedness
in
an amount not greater than the amount of the Indebtedness under
the
US Revolving Facility Agreement repaid with the proceeds of
such
Indebtedness and (C) if such refinancing Indebtedness incurred
under
Section 6.01(m) is secured by assets referred to in clause (ii)
above, the holders of such Indebtedness or a trustee or other
agent
acting on their behalf shall have executed and delivered to the
Administrative Agent an agreement reasonably satisfactory to
the
Borrower and the Administrative Agent under which all such Liens
on
assets referred to in clause (ii) above are subordinated to the
Liens on such assets securing the ABL Faciliti
