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EXHIBIT 4.7
FIRST AMENDMENT dated as of February 19, 2004 (this
"Amendment"), to the Term Loan and Revolving Credit Agreement
dated as of March 31, 2003 (the "Original Credit Agreement"),
among THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio
corporation
(the "Borrower"); the lenders party thereto (together with
their successors and permitted assigns thereunder, the
"Lenders"); JPMORGAN CHASE BANK, a New York banking
corporation, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"); CITICORP USA, INC., as
Syndication Agent; BANK OF AMERICA, N.A., as Documentation
Agent; THE CIT GROUP/BUSINESS CREDIT, INC., as Documentation
Agent; and GENERAL ELECTRIC CAPITAL CORPORATION; as
Documentation Agent.
WHEREAS, pursuant to the terms and conditions of the Original
Credit
Agreement, the Lenders have extended and
agreed to extend credit to the
Borrower; and
WHEREAS, the Borrower has requested, and the Majority Lenders
and
the Tranche B Term Lenders are willing, to
agree that the Original Credit
Agreement be amended and restated, and that
certain provisions of the Guarantee
and Collateral 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 given to
them in the Original Credit Agreement as
amended and restated hereby (as so amended
and restated, the "Restated Credit
Agreement") or, if not defined therein, in
the Guarantee and Collateral
Agreement, each as amended hereby or
pursuant hereto.
SECTION 2. Amendment and Restatement of the Original Credit
Agreement. The Original Credit Agreement is
hereby amended and restated in the
form of Exhibit A hereto.
SECTION 3. Amendments
to the Guarantee and Collateral Agreement;
Security Documents; Lien Subordination and
Intercreditor Agreement. (a) The
undersigned Lenders authorize the
Collateral Agent to execute and deliver an
instrument amending the Guarantee and
Collateral Agreement (and, in the case of
clauses (i), (ii) and (vi) below, the other
Security Documents) as follows:
(i) to provide that all the Obligations will be secured by a
second Lien, junior to the Lien securing the US Term Facility
Obligations, the US Revolving Facility Obligations, the US
Miscellaneous Obligations and the Collateral Agent Obligations,
by
all the US Facilities Pledged Collateral and the US Facilities
Article 9 Collateral (other than any such US
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Facilities Article 9 Collateral constituting Indenture Properties
or
"manufacturing facilities", as defined in the Swiss Franc Note
Agreement, to the extent the securing of the ABL Facilities
Obligations with such Collateral would require that
Indebtedness
under the Indentures be ratably secured), and by the Borrower's
headquarters building in Akron, Ohio;
(ii) to provide that, at such time as any Senior
Subordinated-Lien Indebtedness shall be issued, the Guarantees
by
the Borrower and the Subsidiary Guarantors of the Revolving
Obligations (and, if the Borrower and the Collateral Agent shall
at
any time hereafter so agree, the Term Obligations) under and as
defined in the European Facilities Agreement will be secured,
equally and ratably with the Senior Subordinated-Lien
Indebtedness
(and subordinate to the other Liens on such Collateral created
by
the Guarantee and Collateral Agreement), by the ABL Facilities
Collateral, the US Facilities Pledged Collateral and the US
Facilities Article 9 Collateral (other than any such US
Facilities
Article 9 Collateral constituting Indenture Properties or
"manufacturing facilities", as defined in the Swiss Franc Note
Agreement), and by the Borrower's headquarters building in
Akron,
Ohio;
(iii) to provide that amounts received by the holders of
Obligations secured by Junior Liens as a result of the
subordination
to such Junior Liens of the Liens securing any Senior
Subordinated-Lien Indebtedness will be treated in the same
manner
under the subordination provisions of the Guarantee and
Collateral
Agreement as amounts received from the Borrower;
(iv) to modify Section 11.03(b) to confirm that the Junior
Lien on the ABL Facilities Collateral will be senior to the Lien
on
such Collateral securing any Senior Subordinated-Lien
Indebtedness
notwithstanding the use of any proceeds of any Senior
Subordinated-Lien Indebtedness to repay amounts outstanding
under
the ABL Facilities;
(v) to modify Section 11.04 to provide that the Junior Lien on
the Intellectual Property consisting of Trademarks securing the
ABL
Facilities Obligations will be senior to the Lien on such
Intellectual Property securing any Senior Subordinated-Lien
Indebtedness;
(vi) to effect such other changes as the Collateral Agent
shall deem appropriate in connection with the issuance of any
Senior
Subordinated-Lien Indebtedness, the creation of the Liens
securing
such Indebtedness, the subordination of such Liens to the Liens
created by the Guarantee and Collateral Agreement and the
implementation of the matters set forth in this Section 3; and
(vii) to modify Section 13.13 to provide for the release of
the security interests in up to 14% of the stock of C A Goodyear
de
Venezuela held by
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the Borrower in connection with the sale of such stock by the
Borrower to Goodyear do Brasil Productos de Borraca Ltda (Brasil)
in
a transaction permitted by the Credit Agreements (as defined
therein) for consideration consisting of up to $10,000,000 of
cash.
(b) The undersigned Lenders further authorize and direct the
Collateral Agent to execute and deliver
such amendments to the Security
Documents as may in its judgment be
appropriate for the following purposes:
(i) to provide that the Liens securing the ABL Facilities
Obligations will, insofar as they are applicable to cash
deposited
to collateralize letter of credit reimbursement obligations
pursuant
to Section 2.04(b) of the US Revolving Facility Agreement, be
subordinate to the Liens securing such letter of credit
reimbursement obligations;
(ii) to provide that all the Obligations will be secured by a
second Lien on all real property subject to Liens securing the
US
Term Facility Obligations, the US Revolving Facility
Obligations,
the US Miscellaneous Obligations or the Collateral Agent
Obligations
to the extent the securing of the Obligations with such
Collateral
would not require that Indebtedness under the Indentures be
ratably
secured; and
(iii) to confirm that the US Term Facility Obligations, the US
Revolving Facility Obligations, the ABL Facilities Obligations
and
the US Miscellaneous Obligations are and will be secured by not
more
than 65% of the issued and outstanding voting Equity Interests
of
Luxembourg Finance.
(c) The undersigned Lenders further authorize and direct the
Collateral Agent, on or after the Effective
Date, to execute and deliver the
Lien Subordination and Intercreditor
Agreement. Each Lender party to the Credit
Agreement from time to time will be deemed
to have agreed to be bound by the
provisions of the Lien Subordination and
Intercreditor Agreement to the same
extent as if it had executed such Agreement
as a party thereto.
SECTION 4. Representations and Warranties. The Borrower hereby
represents and warrants to the
Administrative Agent and the Lenders that:
(a) On the date hereof and at the time the amendments provided
for
herein become effective under Section 6, no
Default shall have occurred and be
continuing.
(b) The execution, delivery and performance by the Borrower of
this
Amendment and the performance by the
Borrower of the Restated Credit Agreement
have been duly authorized by all necessary
corporate and other action and,
except to the extent that no Material
Adverse Change would be materially likely
to result, do not and will not require any
registration with, consent or
approval of, notice to or action by, any
Person (including any Governmental
Authority) in order to be effective and
enforceable.
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(c) This Amendment and the Restated Credit Agreement constitute
the
legal, valid and binding obligations of the
Borrower, enforceable against it in
accordance with its terms, subject to
applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization,
moratorium or other laws affecting
creditors' rights generally and subject to
general principles of equity,
regardless of whether considered in a
proceeding in equity or at law.
(d) All representations and warranties of the Borrower set
forth
herein, and the representations and
warranties of the Borrower set forth in the
Restated Credit Agreement, are true and
correct in all material respects on and
as of the date hereof, and will be true and
correct at the time the amendment
and restatement of the Original Credit
Agreement provided for herein become
effective under Section 6, except to the
extent such representations and
warranties relate to an earlier date.
SECTION 5. Amendment Fee. In consideration of the agreements
contained in this Amendment, the Borrower
agrees to pay to the Administrative
Agent, for the account of each Lender under
the Original Credit Agreement that
delivers an executed counterpart of this
Amendment prior to noon, New York City
time, on February 17, 2004, an amen
