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EXHIBIT 4.9
FIRST AMENDMENT dated as of April 16, 2004 (this
"Amendment"), to the Amended and Restated Term Loan and
Revolving Credit
Agreement dated as of February 19, 2004 (as
amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among THE GOODYEAR TIRE & RUBBER
COMPANY (the "Borrower"), the lenders from time to time party
thereto (the "Lenders"), JPMORGAN CHASE BANK, 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 Credit
Agreement, the Lenders have extended and
agreed to extend credit to the
Borrower; and
WHEREAS, the Borrower has 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 (a) inserting after
the phrase "within 110 days after the end
of each fiscal year of the Borrower"
the following: "(or, in the case of the
fiscal year ended December 31, 2003,
within 140 days after the end of such
fiscal year)" and (b) inserting after the
phrase "concurrently with the filing of the
Borrower's annual report on Form
10-K" the following: "(or, in the case of
the annual operating plan to be
delivered in 2004, no later than May 19,
2004)".
SECTION 3. Amendment to Section 6.02 of the Credit Agreement.
Paragraph (n) of Section 6.02 of the Credit
Agreement is hereby amended to read
as follows:
"(n) 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
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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 cl
