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EXHIBIT 4.3
SECOND AMENDMENT dated as of April 16, 2004 (this
"Amendment"), to the $750,000,000 Amended and Restated
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 (the "Borrower"), the lenders from time
to time party thereto (the "Lenders") and JPMORGAN CHASE
BANK, 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
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 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)".
SECTION 3. Amendment to Section 6.07 of the Credit Agreement.
Clause
(v) of paragraph (a) of Section 6.07 is
hereby amended to read as follows:
"(v) the Borrower and its Subsidiaries may make Investments in
Subsidiaries expressly permitted by Section 6.05(b), Section
6.05(e)
or Section 6.05(s) and Investments expressly permitted under
Section
6.05(j)."
SECTION 4. Amendment to Article VII of the Credit Agreement.
Paragraph (d) of Article VII of the Credit
Agreement is hereby amended by
inserting after the word "Section" the
following: "5.01(a) (solely with respect
to the Borrower's fiscal year ended
December 31, 2003), ".
SECTION 5. Representations and Warranties. The Borrower hereby
represents and warrants to
