EXHIBIT 4.12

THE GOODYEAR TIRE & RUBBER COMPANY

$450,000,000 11% Senior Secured Notes due 2011 $200,000,000 Senior Secured Floating Rate Notes due 2011

Note Purchase Agreement

March 12, 2004

The Investors Listed on
Annex A Hereto

Ladies and Gentlemen:

The Goodyear Tire & Rubber Company, an Ohio corporation (the "COMPANY"), proposes to issue and sell $450,000,000 aggregate principal amount of its 11% Senior Secured Notes due 2011 (the "FIXED RATE SECURITIES") and $200,000,000 aggregate principal amount of its Senior Secured Floating Rate Notes due 2011 (the "FLOATING RATE SECURITIES," and together with the Fixed Rate Securities, "SECURITIES"). The Securities will be issued pursuant to an Indenture (the "INDENTURE") to be dated as of the Closing Date (as defined below), among the Company, the guarantors listed in Schedule 1 hereto (the "GUARANTORS") and Wells Fargo Bank, N.A., as trustee (the "TRUSTEE"), and will be guaranteed on a senior secured basis by each of the Guarantors identified on Schedule 1 as a grantor and on a senior basis by each of the remaining Guarantors (collectively, the "GUARANTEES").

The Securities will be sold to the Investors listed in Annex A hereto (the "INVESTORS") without being registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), in reliance upon exemptions from the registration requirements thereof. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture.

Holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated the Closing Date (the "REGISTRATION RIGHTS AGREEMENT"). The Registration Rights Agreement will be in the form attached hereto as Exhibit A. Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file a registration statement with respect to the Securities with the Securities and Exchange Commission (the "COMMISSION") providing for the registration under the Securities Act of the Securities or the Exchange Securities referred to (and as defined) in the Registration Rights Agreement.

The Securities and the Guarantees of the Guarantors indicated on Schedule 1 as grantors will be secured by certain collateral (the "COLLATERAL"), as more fully described and set forth in the Indenture and (a) the Intercreditor Agreement, dated as of the Closing Date (the "INTERCREDITOR AGREEMENT"), among the Company, the Guarantors party thereto, JPMorgan Chase Bank, as Credit Agent, and the Trustee, (b) the Collateral Agreement, dated as of the Closing Date (the "COLLATERAL AGREEMENT"), among the Company, the Guarantors party thereto and Wells Fargo Bank, N.A., as collateral agent (in such capacity, the "COLLATERAL AGENT"), (c) the Canadian Security Agreement, dated as of the Closing Date (the "CANADIAN SECURITY AGREEMENT"), among the Company, Goodyear Canada Inc. and the Collateral Agent, (d) a

mortgage with respect to 1144 East Market Street, Akron, Ohio (the "CORPORATE HEADQUARTERS"), to the extent that such property does not constitute a "manufacturing facility" as defined in the Bond Agreement dated as of March 17, 1986 between the Company and Union Bank of Switzerland, Credit Suisse, Swiss Bank Corporation and Morgan Stanley S.A. or a "Restricted Property" under (i) the Indenture dated as of March 15, 1996 between the Company and Chemical Bank, as trustee, as supplemented on December 3, 1996, March 11, 1998 and March 17, 1998, (ii) the Indenture dated as of March 11, 1998 between the Company and The Chase Manhattan Bank, as trustee, as supplemented on March 14, 2000 and August 15, 2001 or (iii) the Fiscal Agency Agreement dated June 6, 2000 among the Company, Citibank and Banque Internationale a Luxembourg and (e) foreign pledge agreements dated as of the Closing Date between the Company and the Collateral Agent with respect to the capital stock of each of the subsidiaries of the Company listed on Schedule 2 hereto (the "FOREIGN PLEDGE AGREEMENTS"). The Collateral Agreement, the Canadian Security Agreement, the mortgage on the Corporate Headquarters, any Foreign Pledge Agreements and any other instruments or documents entered into or delivered in connection with any of the foregoing, or that grant or perfect a security interest in the Collateral pursuant to the Indenture, are collectively referred to as the "SECURITY DOCUMENTS." The Security Documents grant a security interest in the Collateral for the benefit of the Trustee, the Collateral Agent and each holder of the Securities and any future Other Pari Passu Lien Obligations and the successors and assigns of the foregoing (the "SECURED PARTIES"). Pursuant to the Intercreditor Agreement, such security interest will rank junior in priority to the security interest in the Collateral securing any Priority Lien Obligations.

The proceeds of the Securities will be used on the Closing Date (i) to prepay all of the Company's U.S. Term Loan Facility in the amount of $246.5 million, (ii) to prepay part or all of the borrowings and permanently reduce commitments under the Company's U.S. Revolving Credit Facility and (iii) for general corporate purposes, which may include, among other things, contributions to the Company's pension plans, the temporary repayment of the Company's U.S. Revolving Credit Facility and the revolving portions of the Company's ABL Facilities and European Credit Facilities, and prepayment or repurchase of debt, whether through negotiated or open-market purchases, tender offers or other available means.

The Company hereby confirms its agreement with the several Investors concerning the purchase and resale of the Securities, as follows:

1. Purchase of the Securities. (a) The Company agrees to issue and sell the Securities to the several Investors as provided in this Agreement, and each Investor, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth on such Investor's signature page to this Agreement at a price equal to 99.413% of the principal amount thereof with respect to the Fixed Rate Securities and 100% of the principal amount thereof with respect to the Floating Rate Securities. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

(b) Each Investor severally and not jointly, represents, warrants to the Company and the Guarantors and agrees that:

(i) It is an accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

(ii) It is purchasing Securities for its own account and not with a view to the distribution thereof; provided that the disposition of their property (including the Securities) shall at all times be within their control.

(iii) It acknowledges that the Securities have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available.

(iv) It is (A) a sophisticated investor and has such knowledge and experience in financial and business matters and expertise in assessing credit risk, (B) capable of evaluating the merits, risks and suitability of investing in the Securities, (C) has been afforded the opportunity to ask questions of and receive answers from the Company regarding the Company and its affiliates, (D) aware that there may be material non-public information with respect to the Securities and the Company that the Company would be willing to provide to the Investor and that the Investor has either received or decided in its sole discretion not to request and (E) able to bear the economic risks of, and an entire loss of, its investment in the Securities.

(v) It has determined, based on its own independent review and such professional advice as it has deemed appropriate under the circumstances, that its acquisition of the Securities (A) is fully consistent with its (or if such Investor is acquiring the Securities in a fiduciary capacity, the beneficiary's) financial need, objectives and condition, (B) complies and is fully consistent with all investment policies, guidelines and restrictions applicable to such Investor (whether acquiring the Securities as principal or in a fiduciary capacity), and (C) is a proper and suitable investment for such Investor (or if such Investor is acquiring the Securities in a fiduciary capacity, for the beneficiary), notwithstanding the risks inherent in investing in or holding the Securities.

(vi) It has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act ("REGULATION D") or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

(vii) It will offer, sell or transfer Securities only in accordance with the restrictions set forth in Annex B hereto.

(c) Each Investor acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Investors pursuant to Sections 5(e), counsel for the Company, may rely upon the accuracy of the representations and warranties of the Investors, and compliance by the Investors with their agreements, contained in paragraph (b) above (including Annex B hereto), and each Investor hereby consents to such reliance.

(d) The Company acknowledges and agrees that the Investors may offer and sell Securities to or through any affiliate of an Investor and that any such affiliate may offer and sell Securities purchased by it to or through any Investor; provided that any such offers or sales shall be made in accordance with this Agreement.

(e) Each Investor agrees to maintain the confidentiality of any Information (as defined below) it receives except that Information may be disclosed (i) to its and its affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential in accordance with the terms of this Section 1(e) and such Investor will be responsible for any breach by any such persons of the provisions of this Section 1(e)), (ii) to the extent requested or demanded by any regulatory authority having jurisdiction over such Investor or its affiliates, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the Securities or the enforcement of rights hereunder or thereunder, (v) with the written consent of the Company or (vi) to the extent such Information (A) becomes publicly available other than as a result of a breach of this paragraph (e) or (B) becomes available to the Investor on a nonconfidential basis from a source other than the Company. For the purposes of this paragraph (e), "Information" means all information received from the Company, if any, relating to the Company or its business, other than any such information that is available to any Investor on a nonconfidential basis prior to disclosure by the Company; provided that in the case of information received from the Company after the date hereof, such information is clearly identified at the time of delivery as confidential.

(f) Each Investor, severally and not jointly, represents and warrants that the purchase, holding and/or transfer of the Securities will not give rise to a transaction described in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975(c)(1) of the Internal Revenue Code of 1986, as amended (the "CODE") for which a statutory or administrative exemption is unavailable and will not violate any provisions of any applicable Federal, state, local, non-United States or other laws, rules or regulations that are similar to such provisions of ERISA and the Code.

2. Payment and Delivery. (a) Payment for and delivery of the Securities will be made at the offices of Covington & Burling at 9:00 a.m., New York City time or as soon thereafter as practicable, on March 12, 2004, or at such other time or place on the same or such other date as the Investors and the Company may agree upon. The time and date of such payment and delivery is referred to herein as the "CLOSING DATE".

(b) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Investors against delivery to the Investors of the certificates representing the Securities, with any transfer taxes payable in connection with the sale of the Securities by the Company to the Investors duly paid by the Company. Upon delivery, the Securities shall be in definitive form, registered in such names and in such denominations as each Investor shall have requested in writing not less than two business days prior to the Closing Date. The Company agrees to make one or more specimen certificates

evidencing the Securities available for inspection by the Investors not later than 2:00 P.M., New York City time, on the business day prior to the Closing Date.

3. Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to each Investor that:

(a) No Material Adverse Change. Since the Company's Quarterly Report for the quarter ended September 30, 2003 (the "THIRD QUARTER REPORT"), except as disclosed in the Offering Memorandum dated March 9, 2004 (including any documents incorporated therein by reference and as supplemented or amended prior to the date hereof, the "OFFERING MEMORANDUM"), including the results of the pending internal investigation and investigation by the Commission described therein, (i) there has not been any change in the capital stock or long-term debt of the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of its capital stock, or any material adverse change (or change that would reasonably be expected to have a material adverse change) in the business, properties, financial position or results of operations of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole, in each case other than in the ordinary course of business; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

(b) Organization and Good Standing. The Company and each of the Guarantors have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all requisite power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial position or results of operations of the Company and its subsidiaries taken as a whole or on the performance by the Company and the Guarantors of their obligations under the Securities and the Guarantees (a "MATERIAL ADVERSE EFFECT"). As of December 31, 2002, there were no subsidiaries of the Company that were significant subsidiaries, other than those listed in Schedule 3 to this Agreement.

(c) Capitalization. The Company's authorized capital stock is as set forth in the Offering Memorandum; and all the outstanding shares of capital stock or other equity interests of each Guarantor and significant subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors' qualifying shares) and the capital stock or other equity interests of each Guarantor and

each significant subsidiary of the Company owned directly or indirectly by the Company, is owned free and clear of any lien, charge, encumbrance or security interest, other than (i) Permitted Liens or (ii) any such lien, charge, encumbrance or security interest securing Priority Lien Obligations.

(d) Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities, the Registration Rights Agreement, the Security Documents and the Intercreditor Agreement (collectively, the "TRANSACTION DOCUMENTS") and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

(e) The Indenture. The Indenture has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability, regardless of whether considered in a proceeding in equity or at law (collectively, the "ENFORCEABILITY EXCEPTIONS"); and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.

(f) The Securities and the Guarantees. The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each of the Guarantors and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

(g) The Exchange Securities. On the Closing Date, the Exchange Securities (including the related guarantees) will have been duly authorized by the Company and each of the Guarantors and, when duly executed, authenticated, issued and delivered as contemplated by the Registration Rights Agreement, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, as issuer, and each of the Guarantors, as guarantor, enforceable against the Company and each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

(h) Purchase and Registration Rights Agreement. This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors; and the Registration Rights Agreement has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.

(i) Other Transaction Documents. Each of the Security Documents and the Intercreditor Agreement have been duly authorized by the Company and each of the Guarantors (to the extent a party thereto), and on the Closing Date, will be duly executed and delivered by the Company and each of the Guarantors (to the extent a party thereto) and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors (to the extent a party thereto) enforceable against the Company and each of the Guarantors (to the extent a party thereto) in accordance with its terms, subject to the Enforceability Exceptions.

(j) No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or
(iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) (solely with respect to subsidiaries that are not Guarantors or Material Foreign Subsidiaries), (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

(k) No Conflicts. The execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which each is a party, the issuance and sale of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (except liens, charges or encumbrances created or imposed under the Transaction Documents) upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i)

(solely with respect to subsidiaries that are not Guarantors or Material Foreign Subsidiaries), (ii) and (iii) above, for any such conflict, breach or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which each is a party, the issuance and sale of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required
(i) under applicable state securities laws in connection with the purchase and resale of the Securities by the Investors, (ii) with respect to the Exchange Securities (including the related guarantees) under the Securities Act and applicable state securities laws as contemplated by the Registration Rights Agreement and (iii) that if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(m) Legal Proceedings. Except as disclosed in the Offering Memorandum, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is the subject as to which there is a reasonable possibility of an adverse determination and that, if adversely determined would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and, to the knowledge of the Company, no such investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others.

(n) Independent Accountants. PricewaterhouseCoopers LLP, who have certified certain consolidated financial statements of the Company and its consolidated subsidiaries are, to the Company's knowledge after consultation with PricewaterhouseCoopers LLP, independent public accountants with respect to the Company and its subsidiaries within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants and its interpretations and rulings thereunder.

(o) Title to Real and Personal Property. Except as disclosed in the Offering Memorandum, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property of the Company and its subsidiaries, except any failures that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. There are no Liens on the Collateral other than (i) Liens existing on the Closing Date and set forth on Schedule 4 and (ii) Permitted Collateral Liens (other than those specified in
Section (4) of the definition thereof).

(p) Title to Intellectual Property. The Company and its subsidiaries own, license or otherwise possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable

proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses, except where the failure to own, license or otherwise possess such rights would not reasonably be expected to have a Material Adverse Effect; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and, to the Company's knowledge, its subsidiaries, have not received written notice of any claim of infringement of or conflict with any such rights of others, except such conflicts or infringements that, if adversely determined against the Company or any of its subsidiaries, would not reasonably be expected to have a Material Adverse Effect.

(q) Investment Company Act and Holding Company Status. Neither the Company nor any of the Guarantors is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in this Agreement none of them will be, an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, "INVESTMENT COMPANY Act"). Neither the Company nor any of the Guarantors is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in this Agreement none of them will be, a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended.

(r) Taxes. (i) The Company and its subsidiaries have paid all federal, state, local and foreign taxes (except for such taxes that are not yet delinquent or that are being contested in good faith and by proper proceedings) and filed all tax returns required to be paid or filed through the date hereof, except in each case where the failure to pay or file would not reasonably be expected to have a Material Adverse Effect; and (ii) except as would not reasonably be expected to have a Material Adverse Effect, there is no tax deficiency that has been, or would reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets.

(s) Licenses and Permits. The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as would not reasonably be expected to have a Material Adverse Effect, neither the Company, nor to the Company's knowledge any of its subsidiaries, has received written notice of any revocation or modification of any such license, certificate, permit or authorization and does not have any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course.

(t) No Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the best knowledge of the Company, is contemplated or threatened, in each case that would be reasonably expected to have a Material Adverse Effect.

(u) Compliance With Environmental Laws. Except as disclosed in the Offering Memorandum, the Company and its subsidiaries (i) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "ENVIRONMENTAL LAWS"); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and
(iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in any such case for any such failure to comply with, or failure to receive required permits, licenses or approvals, or liability, as would not, individually or in the aggregate, have a Material Adverse Effect.

(v) Compliance With ERISA. Except as disclosed in the Offering Memorandum, (i) each employee benefit plan, within the meaning of Section 3(3) of ERISA, that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company and its affiliates is in compliance in all material respects with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption that is reasonably likely to result in a Material Adverse Effect; and (iii) for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no "accumulated funding deficiency" as defined in Section 412 of the Code has been incurred, whether or not waived.

(w) Accounting Controls; Sarbanes Oxley. Except as may be determined in connection with the pending internal investigation or investigation by the Commission and as otherwise disclosed in the Offering Memorandum or as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management's general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management's general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (ii) there is and has been no failure on the part of the Company and any of the Company's directors or officers, in their capacities as such, to comply with any provision of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the "SARBANES OXLEY ACT"), including Section 402 related to loans and Sections 302 and 906 related to certifications.

(x) Insurance. Except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are customary among companies of established reputation engaged in the same or similar businesses and operating in

the same or similar locations and (ii) the Company does not have any reason to believe that it or any of its subsidiaries will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost as may be necessary to continue its business.

(y) No Unlawful Payments. Except as would not have a Material Adverse Effect, neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(z) Solvency. On the Closing Date, the Company (after giving effect to the issuance of the Securities and the application of the proceeds therefrom) will be Solvent. As used in this paragraph, the term "SOLVENT" means that (i) the present fair market value (or present fair saleable value) of the assets of the Company is not less than the total amount required to pay the liabilities of the Company on its total existing debts and liabilities (including contingent liabilities) (which liabilities are calculated for purposes of this representation in the manner used in the preparation of the Company's consolidated financial statements) as they become absolute and matured; (ii) the Company is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business (assuming the ability to refinance existing obligations); (iii) the Company is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature (assuming the ability to refinance existing obligations); and (iv) the Company is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which it has unreasonably small capital.

(aa) No Broker's Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person that would give rise to a valid claim against any Investor for a brokerage commission, finder's fee or like payment in connection with the offering and sale of the Securities.

(bb) Future Rule 144A Eligibility. On the Closing Date, no series of the Securities will be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system.

(cc) No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.

(dd) No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than J.P. Morgan Securities

Inc., Citigroup Global Markets Inc. and Credit Suisse First Boston (collectively, the "PLACEMENT AGENTS") or the Investors, as to which no representation is made) has (i) solicited offers for, or offered or sold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act ("REGULATION S"), and all such persons have complied with the offering restrictions requirement of Regulation S.

(ee) Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Investors contained in Section 1(b) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Investors and any resale of the Securities by the Investors in accordance with the requirements of this Agreement, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act.

(ff) No Stabilization. Neither the Company nor any of the Guarantors has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(gg) Margin Rules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described in this Agreement will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(hh) Security Interests. On and as of the Closing Date:

(i) Upon (A) delivery to the Credit Agent of the certificated securities representing or evidencing the Pledged Securities (as defined in the Collateral Agreement) together with instruments of transfer duly executed in blank in accordance with the Collateral Agreement (or in the case of certificates or instruments representing or evidencing Collateral which are then in the possession of the Credit Agent, upon the execution and delivery of the Intercreditor Agreement) the Collateral Agreement will create, to the extent contemplated thereby, a perfected security interest in all right, title and interest of the Company and the Grantors in such certificated securities to the extent perfection is governed by the Uniform Commercial Code (the "UCC"), as in effect in the applicable jurisdiction and (B) in the case of Collateral not constituting certificated securities or instruments, the filing of UCC financing statements or, in the case of such Collateral of Goodyear Canada Inc. ("GOODYEAR CANADA"), Personal Property Security Act ("PPSA") financing statements, in appropriate form in the offices specified in the Perfection Certificate, the Collateral Agreement will create a perfected security interest (or hypothec, as applicable) in all right, title and interest of the Company and the Grantors in Collateral other than the certificated Pledged Securities (as defined in the Collateral Agreement), to the extent perfection can be obtained by filing UCC financing statements or PPSA financing statements, as applicable, in such jurisdictions.

(ii) Upon the recordation of the Collateral Agreement with the United States Patent and Trademark Office, the Collateral Agreement will create a perfected security

interest on all right, title and interest of the Collateral consisting of Material Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by such recordation in the United States Patent and Trademark Office.

(iii) Upon the recordation of the Collateral Agreement with the Federal Aviation Administration, the Collateral Agreement will create a perfected security interest on all right, title and interest of the Collateral consisting of Aircraft Collateral (as defined in the Collateral Agreement) in which a security interest may be perfected by such recordation in the Federal Aviation Administration.

(iv) The mortgage on the Corporate Headquarters, upon execution and delivery by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all the Company's right, title and interest in and to the Corporate Headquarters and the proceeds thereof, subject to the Enforceability Exceptions, and when the mortgage has been filed in Summit county, Ohio, the mortgage will create a perfected lien on all right, title and interest of the Company in the Corporate Headquarters and the proceeds thereof.

(ii) Perfection Certificate. The Perfection Certificate is not incorrect in any respect material to the rights or interests of the Holders of the Securities.

(jj) Offering Memorandum; Reporting Requirements. As of the Closing Date, the Offering Memorandum will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that, with respect to any projected financial information set forth therein, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. The Company is subject to the reporting requirements of Section 13 or
Section 15(d) of the Exchange Act, and except as disclosed in the Offering Memorandum, including the results of the pending internal investigation and investigation by the Commission described therein, the Company is in compliance with such requirements, except where any non-compliance would not reasonably be expected to have a Material Adverse Effect.

(kk) Collateral. The Collateral consists of all assets of the Company and the Grantor Subsidiary Guarantors pledged to secure the U.S. Bank Indebtedness and the ABL Bank Indebtedness, other than Additional Excluded Collateral.

4. Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors jointly and severally covenant and agree with each Investor that:

(a) Blue Sky Compliance. The Company will cooperate with the Investors and their counsel to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as any Investor shall reasonably request and will continue such qualifications in effect so long as required for the offering and resale of the Securities; provided that neither the Company nor any of the Guarantors shall be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) take any action that would subject it to general service of process in

any such jurisdiction or (iii) take any action that would subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(b) Use of Proceeds. The proceeds of the Securities will be used on the Closing Date (i) to prepay part or all of the Company's U.S. Term Loan Facility in the amount of $246.5 million, (ii) to prepay part or all of the borrowings and permanently reduce commitments under the Company's U.S. Revolving Credit Facility and (iii) for general corporate purposes, which may include, among other things, contributions to the Company's pension plans, the temporary repayment of the Company's U.S. Revolving Credit Facility and the revolving portions of the Company's ABL Facilities and European Credit Facilities, and prepayment or repurchase of debt, whether through negotiated or open-market purchases, tender offers or other available means.

(c) Supplying Information. While the Securities remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Company and each of the Guarantors will, during any period in which the Company is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, furnish, as soon as practicable after such information is available, to holders of the Securities and any prospective purchasers of the Securities designated by such holders, upon the request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(d) PORTAL and DTC. The Company, once the Securities become eligible for resale pursuant to Rule 144A under the Securities Act, will arrange for the Securities to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC").

(e) No Resales by the Company. Until the issuance of the Exchange Securities or the effectiveness of a registration statement under the Securities Act covering the Securities, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act.

(f) No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.

(g) No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the placement agents, as to which no covenant is given) will
(i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of

Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.

(h) Investment Company Act. For so long as the Securities are outstanding, neither the Company nor any of the Guarantors will be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under
Section 8 of the Investment Company Act, and will not be or become owned by a closed-end investment company required to be registered, but not registered thereunder.

(i) No Stabilization. Neither the Company nor any of the Guarantors will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

5. Conditions of Investors' Obligations. The obligation of each Investor to purchase Securities on the Closing Date as provided herein is subject to the performance by the Company and each of the Guarantors of their respective covenants and other obligations hereunder and to the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Company and the Guarantors contained herein shall be true and correct in all respects, without regard to any "materiality" or "Material Adverse Effect" qualifiers therein, on the date hereof and on and as of the Closing Date; and the statements of the Company, the Guarantors and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct in all respects, without regard to any "materiality" or "Material Adverse Effect" qualifiers therein on and as of the Closing Date, except where the failure of such representations, warranties and statements to be true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(b) No Downgrade. Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the ratings accorded the Securities or any other debt securities or preferred stock issued or guaranteed by the Company or any of the Guarantors by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock issued or guaranteed by the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading).

(c) No Material Adverse Change. Subsequent to the execution and delivery of this Agreement, (i) there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of its capital stock, or any material adverse change (or change that would reasonably be expected to have a material adverse change) in the business, properties,

financial position or results of operations of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole, in each case other than in the ordinary course of business; and
(iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, the effect of which in any such case described above, is, in the judgment of the Investors, such as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement.

(d) Officer's Certificate. The Investors shall have received a certificate, dated the Closing Date, of Darren R. Wells, Vice President and Treasurer of the Company, addressed to the Investors and stating that as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct in all respects, without regard to any "materiality" or "Material Adverse Effect" qualifiers therein, on the Closing Date, and the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder on or prior to the Closing Date and subsequent to September 30, 2003, except as set forth in the Offering Memorandum, including the results of the pending internal investigation and investigation by the Commission described therein, there has been no material adverse change (or change that would reasonably be expected to have a material adverse change) in the business, properties, financial position or results of operations of the Company and its subsidiaries, taken as a whole.

(e) Opinion of Counsel for the Company. (i) C. Thomas Harvie, Esq., Senior Vice President, General Counsel and Secretary for the Company, shall have furnished to the Investors, at the request of the Company, his written opinion, dated the Closing Date and addressed to the Investors, in form and substance reasonably satisfactory to the Investors, to the effect set forth in Annex C hereto.

(ii) Covington & Burling, counsel for the Company, shall have furnished to the Investors, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Investors, in form and substance reasonably satisfactory to the Investors, to the effect set forth in Annex D hereto.

(iii) Ohio counsel for the Company shall have furnished to the Investors, at the request of the Company, their written opinion regarding the mortgage on the Corporate Headquarters, dated the Closing Date and addressed to the Investors, in form and substance reasonably satisfactory to the Investors.

(f) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees; and no injunction or order of

any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees.

(g) Good Standing. The Investors shall have received satisfactory evidence of the good standing of the Company and the Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Investors may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

(h) Registration Rights Agreement. The Investors shall have received a counterpart of the Registration Rights Agreement that shall have been executed and delivered by a duly authorized officer of the Company and each of the Guarantors.

(i) Additional Documents. On or prior to the Closing Date, the Company and the Guarantors shall have furnished to the Investors such further certificates and documents as the Investors may reasonably request (including secretary's certificates of the Company and the Guarantors).

(j) Perfection Certificate. The Investors shall have received (i) a completed Perfection Certificate dated the Closing Date and signed by a Financial Officer, together with all attachments contemplated thereby, and (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings or registrations made with respect to the Company and the Guarantors in their respective jurisdictions of organization and copies of the financing statements (or similar documents) disclosed by such search.

(k) Personal Property and Intellectual Property. All Uniform Commercial Code and other personal property security financing statements and recordations with the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office, as the case may be, required by law or reasonably requested by the Collateral Agent to be filed or recorded to perfect the liens intended to be created on the Collateral (to the extent such liens may be perfected by filings under the Uniform Commercial Code or other personal property security legislation, as the case may be, as in effect in any applicable jurisdiction or by filings with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as the case may be) shall have been filed or recorded or delivered to the Collateral Agent for filing or recording.

(l) Mortgage. The Investors shall have received in respect of the mortgage on the Corporate Headquarters, a mortgagee's title policy of title insurance or marked up title commitment for such insurance. Such policy or title commitment shall (i) be in an amount equal to the amount of title insurance coverage already provided to the Credit Facilities Secured Parties in respect of their security interest in the Corporate Headquarters; (ii) name the Collateral Agent, for the benefit of the Holders of the Securities, the Trustee and the Collateral Agent, as the insured thereunder; and (iii) be in the form of ALTA Loan Policy-1992.

(m) Investment Company Act. For so long as the Securities are outstanding, neither the Company nor any of the Guarantors will be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is

required to be registered under Section 8 of the Investment Company Act, and will not be or become owned by a closed-end investment company required to be registered, but not registered thereunder.

(n) Security Documents. On or prior to the Closing Date, a copy of each of the duly executed Security Documents shall have been delivered to the Investors.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Investors. Delivery of any opinions, letters, certificates or other documents on the Closing Date to Weil Gotshal & Manges LLP, as counsel for certain of the Investors, shall be deemed to constitute delivery to each Investor for all purposes hereunder.

6. Termination. This Agreement may be terminated with respect to any Investor in the absolute discretion of such Investor, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (ii) trading of any securities issued or guaranteed by the Company or any of the Guarantors shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of such Investor, is material and adverse and makes it impracticable or inadvisable to proceed with the purchase of the Securities on the terms and in the manner contemplated by this Agreement.

7. Defaulting Investor.

(a) If, on the Closing Date, any Investor defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Investors or the Company may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company and the non-defaulting Investors on the terms contained in this Agreement. If no such arrangements are made such that the Closing can occur on or before March 15, 2004, then, at the option of the Company, either (i) this Agreement shall terminate without liability on the part of the non-defaulting Investors or (ii) the Closing shall occur without the defaulting Investors. Any termination of this Agreement pursuant to this Section 7 shall be without liability on the part of the Company or the Guarantors. As used in this Agreement, the term "Investor" includes, for all purposes of this Agreement unless the context otherwise requires, any person not an original party to this Agreement that, pursuant to this Section 7, purchases Securities that a defaulting Investor agreed but failed to purchase.

(b) Nothing contained herein shall relieve a defaulting Investor of any liability it may have to the Company, the Guarantors or any non-defaulting Investor for damages caused by its default.

8. Payment of Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and each of the Guarantors jointly and severally agrees to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs of reproducing and distributing each of the Transaction Documents; (iii) the costs incident to the preparation, printing and delivery of the certificates evidencing the Securities, including stamp duties and transfer taxes, if any, payable upon issuance of the Securities; (iv) the fees and expenses of the Company's and the Guarantors' counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Investors may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Investors); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee, Collateral Agent and any paying agent (including related fees and expenses of any counsel to such parties); (viii) the fees and expenses of one counsel for the Investors, to the extent separately agreed by the Company in writing prior to the date hereof; (ix) all expenses and application fees incurred in connection with the application for the inclusion of the Securities on the PORTAL Market and the approval of the Securities for book-entry transfer by DTC;
(x) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; (xi) the reasonable costs incident to perfecting the Secured Parties' security interests in the Collateral required pursuant to the Indenture and the Security Documents (including, without limitation, the fees and expenses of foreign counsel and any search, filing or registration fees). In addition, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and each of the Guarantors jointly and severally agrees to pay or cause to be paid the reasonable fees and disbursements of one firm of outside counsel for the Investors in connection with the negotiation and preparation of this Agreement, the Indenture (including the negotiation of the terms of the Securities), the Security Documents and the Registration Rights Agreement; and (xii) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantors under this Agreement.

9. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and any controlling persons referred to herein, and the affiliates, officers and directors of each Investor. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Investor shall be deemed to be a successor merely by reason of such purchase.

10. Survival. The respective representations, warranties and agreements of the Company, the Guarantors and the Investors contained in this Agreement or made by or on behalf of the Company, the Guarantors or the Investors pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Guarantors or the Investors.

11. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "AFFILIATE" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "BUSINESS DAY" means any day other than a day on which banks are permitted or required to be closed in New York City; (c) the term "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended; (d) the term "SUBSIDIARY" has the meaning set forth in Rule 405 under the Securities Act ; and (e) the term "SIGNIFICANT SUBSIDIARY" has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act.

12. Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon receipt if delivered personally, (ii) upon receipt of a transmission confirmation if sent by facsimile (with a confirming copy sent by overnight courier) and (iii) on the next Business Day if sent for next day delivery by Federal Express, United Parcel Service, Express Mail or other reputable overnight courier. Notices to the Investors shall be given to them at the addresses or facsimile number set forth on Annex A hereto, with a copy to Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York, 10153, Attention: Brian Haskel, Esq. (fax: (212) 310-8007). Notices to the Company and the Guarantors shall be given to them at The Goodyear Tire & Rubber Company, 1144 East Market Street, Akron, Ohio 44316, (fax: (330) 796-2121), Attention:
Bertram Bell, Assistant Secretary, with a copy to Covington & Burling, 1330 Avenue of the Americas, New York, New York 10019, Attention: David Rosinus (fax:
(212) 841-1010). The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice.

(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(c) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

(d) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(e) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

(f) Certificates Deemed Representations. Any certificate signed by an officer of the Company and delivered to the Investors in connection with the sale of the Securities shall be deemed a representation and warranty by the Company, as to the matters covered thereby, to each Investor.

(g) Information for Trustee. The information set forth on Annex A may be used and relied upon by the Trustee for notice, delivery of certificates, and any other purpose under the Indenture.

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,

THE GOODYEAR TIRE & RUBBER COMPANY

By /s/ D. R. Wells
   ------------------------------------
   Name: D. R. Wells
   Title: Vice President and Treasurer

ALLIED TIRE SALES, INC.

By /s/ D. R. Wells
   ------------------------------------
   Name: D. R. Wells
   Title: Vice President

BELT CONCEPTS OF AMERICA, INC.

By /s/ D. R. Wells
   ------------------------------------
   Name: D. R. Wells
   Title: Vice President

CELERON CORPORATION

By /s/ D. R. Wells
   ------------------------------------
   Name: D. R. Wells
   Title: Vice President

COSMOFLEX, INC.

By /s/ D. R. Wells
   ------------------------------------
   Name: D. R. Wells
   Title: Vice President

DAPPER TIRE CO., INC.

By /s/ D. R. Wells
   ------------------------------------
   Name: D. R. Wells
   Title: Vice President

DIVESTED COMPANIES HOLDING COMPANY

By /s/ Randall M. Loyd
   ------------------------------------
   Name: Randall M. Loyd
   Title: Vice President

By /s/ Ronald J. Carr
   ------------------------------------
   Name: Ronald J. Carr
   Title: Vice President

DIVESTED LITCHFIELD PARK PROPERTIES, INC.

By /s/ Randall M. Loyd
   ------------------------------------
   Name: Randall M. Loyd
   Title: Vice President

By /s/ Ronald J. Carr
   ------------------------------------
   Name: Ronald J. Carr
   Title: Vice President

GOODYEAR FARMS, INC.

By /s/ D. R. Wells
   ------------------------------------
   Name: D. R. Wells
   Title: Vice President

GOODYEAR INTERNATIONAL CORPORATION

By /s/ D. R. Wells
   ------------------------------------
   Name: D. R. Wells
   Title: Vice President

GOODYEAR WESTERN HEMISPHERE CORPORATION

By /s/ D. R. Wells
   ------------------------------------
   Name: D. R. Wells
   Title: Vice President

THE KELLY-SPRINGFIELD TIRE CORPORATION

By /s/ D. R. Wells
   ------------------------------------
   Name: D. R. Wells
   Title: Vice President

WHEEL ASSEMBLIES INC.

By /s/ D. R. Wells
   ------------------------------------
   Name: D. R. Wells
   Title: Vice President

WINGFOOT COMMERCIAL TIRE SYSTEMS LLC

By /s/ D. R. Wells
   ------------------------------------
   Name: D. R. Wells
   Title: Vice President

WINGFOOT VENTURES EIGHT, INC.

By /s/ Ronald J. Carr
   ------------------------------------
   Name: Ronald J. Carr
   Title: Vice President

GOODYEAR CANADA INC.

By /s/ Linda Alexander
   ------------------------------------
   Name: Linda Alexander
   Title: Vice President

By /s/ D. S. Hamilton
   ------------------------------------
   Name: D. S. Hamilton
   Title: Secretary

[Remaining Signature Pages Intentionally Omitted]

Schedule 1

Guarantors

ALLIED TIRE SALES, INC.*
BELT CONCEPTS OF AMERICA, INC.*
CELERON CORPORATION
COSMOFLEX, INC.*
DAPPER TIRE CO., INC.*
DIVESTED COMPANIES HOLDING COMPANY*
DIVESTED LITCHFIELD PARK PROPERTIES, INC.*
GOODYEAR FARMS, INC.*
GOODYEAR INTERNATIONAL CORPORATION*
GOODYEAR WESTERN HEMISPHERE CORPORATION
THE KELLY-SPRINGFIELD TIRE CORPORATION*
WHEEL ASSEMBLIES INC.
WINGFOOT COMMERCIAL TIRE SYSTEMS LLC*
WINGFOOT VENTURES EIGHT, INC.*
GOODYEAR CANADA INC.*

* Indicates grantor

                 Subsidiary                                   Jurisdiction
                 ----------                                   ------------
Goodyear do Brasil productos de Borracha Ltda.                Brazil

Goodyear Orient Company Private Limited                       Singapore

Compania Goodyear Del Peru S.A.                               Peru

Corporacion Industrial Mercurio S.A. de C.V.                  Mexico

Goodyear Malaysia Berhad                                      Malaysia

Goodyear (Thailand) Public Company Limited                    Thailand

Goodyear de Chile S.A.I.C.                                    Chile

Goodyear Finance Holding S.A.                                 Luxembourg

ANNEX B

Restrictions on Offers, Sales and Transfers

Prior to the effectiveness of any registration statement under the Securities Act covering the Securities, the Investors will offer, sell or otherwise transfer the Securities purchased pursuant to the Purchase Agreement to which this Annex B is attached only:

(A) at any time that the Securities would be eligible for resale pursuant to Rule 144A under the Securities Act ("Rule 144A"), within the United States to persons whom it reasonably believes to be qualified institutional buyers in transactions pursuant to Rule 144A and where in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A;

(B) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S;

(C) to an "Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional accredited investor acquiring the Security for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the Securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act; or

(D) pursuant to any other available exemption from the registration requirements of the Securities Act, subject to the Company's and the Trustee's right prior to any such offer, sale or transfer pursuant to clauses (B), (C) or (D) to require the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them.

In connection with any offer, sale or transfer of a Security pursuant to clause
(C) above, the transferee shall certify to such transferor and the Company that:

(a) such transferee is (i) a sophisticated institutional investor and has such knowledge and experience in financial and business matters and expertise in assessing credit risk, (ii) capable of evaluating the merits, risks and suitability of investing in the Securities; (iii) relying exclusively on its sources of information and credit analysis with respect to the Securities and (iv) able to bear the economic risks of, and an entire loss of, its investment in the Securities;

(b) neither such transferor nor any of its affiliates has provided such transferee with any information or advice with respect to the Securities and (ii) neither such Investor nor any of its affiliates has made or makes any representation as to the credit quality of the Securities or the Company;

(d) such transferee has determined, or will determine, based on its own independent review and such professional advice as it has deemed, or will deem, appropriate under the circumstances, that its acquisition of the Securities (i) is fully consistent with its (or if such transferee is acquiring the Securities in a fiduciary capacity, the beneficiary's) financial need, objectives and condition, (ii) complies and is fully consistent with all investment policies,

guidelines and restrictions applicable to such transferee (whether acquiring the Securities as principal or in a fiduciary capacity), and (iii) is a proper and suitable investment for such transferee (or if such transferee is acquiring the Securities in a fiduciary capacity, for the beneficiary), notwithstanding the risks inherent in investing in or holding the Securities; and

(e) such transferee has not relied on such transferor or any of its affiliates in connection with its determination as to the legality of its acquisition of the Securities or as to the other matters referred to in clause (d) above.

EXHIBIT 4.13

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated March 12, 2004 (the "Agreement") is entered into by and among The Goodyear Tire & Rubber Company, an Ohio corporation (the "Company"), the Guarantors named in the Purchase Agreement (the "Guarantors"), and the investors listed on Annex A hereto (the "Investors").

The Company, the Guarantors and the Investors are parties to the Note Purchase Agreement dated as of March 12, 2004 (the "Purchase Agreement"), which provides for the sale by the Company to the Investors of $450,000,000 aggregate principal amount of the Company's 11% Senior Secured Notes due 2011 and $200,000,000 aggregate principal amount of the Company's Senior Secured Floating Rate Notes due 2011 (collectively, the "Securities"), which will be guaranteed on a senior secured basis by each of the Guarantors. As an inducement to the Investors to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Investors and the Holders (as defined below) from time to time of the Securities the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

"Agreement" shall have the meaning set forth in the preamble.

"Business Day" shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

"Closing Date" shall mean the Closing Date as defined in the Purchase Agreement.

"Company" shall have the meaning set forth in the preamble and shall also include the Company's successors.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.

"Exchange Dates" shall have the meaning set forth in Section 2(a)(ii) hereof.

"Exchange Offer" shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

"Exchange Offer Registration" shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

"Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein.

"Exchange Securities" shall mean senior secured notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical in all material respects to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

"Guarantors" shall have the meaning set forth in the preamble and shall also include any Guarantor's successors.

"Holders" shall mean the Investors, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 6 and 7 of this Agreement, the term "Holders" shall include Participating Broker Dealers.

"Indemnified Person" shall have the meaning set forth in Section 7(c) hereof.

"Indemnifying Person" shall have the meaning set forth in Section 7(c) hereof.

"Indenture" shall mean the Indenture relating to the Securities dated as of March 12, 2004 among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

"Inspector" shall have the meaning set forth in Section 4(m) hereof.

"Investors" shall have the meaning set forth in the preamble.

"Liquidated Damages" shall have the meaning set forth in Section 3(d) hereof.

"Liquidated Damages Payment Date" means each March 1 and September 1.

"Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities owned directly or indirectly by the Company or any of its affiliates (other than Holders of Registrable Securities if such Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount.

"Participating Broker-Dealer" shall have the meaning set forth in
Section 6(a) hereof.

"Person" shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

"Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement,

and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

"Purchase Agreement" shall have the meaning set forth in the preamble.

"Registrable Securities" shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has been declared effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities are eligible to be sold pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act or (iii) when such Securities cease to be outstanding.

"Registration Default" shall have the meaning set forth in Section 3(d) hereof.

"Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees and expenses, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one counsel for the Underwriters and Holders in connection with any blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all reasonable expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall initially be Weil, Gotshal & Manges LLP, but may be any other counsel selected by the Majority Holders; provided that, such counsel shall be reasonably acceptable to the Company) and (viii) the fees and disbursements of the independent public accountants of the Company and the Guarantors, including the expenses of any special audits or "comfort" letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

"Registration Statement" shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein.

"Rules" shall have the meaning set forth in Section 4(r).

"SEC" shall mean the Securities and Exchange Commission.

"Securities" shall have the meaning set forth in the preamble.

"Securities Act" shall mean the Securities Act of 1933, as amended from time to time.

"Shelf Effectiveness Period" shall have the meaning set forth in
Section 3(a) hereof.

"Shelf Registration" shall mean a registration effected pursuant to
Section 3(a) hereof.

"Shelf Registration Statement" shall mean a "shelf" registration statement of the Company and the Guarantors that covers all or a portion of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein.

"Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as amended from time to time.

"Trustee" shall mean Wells Fargo Bank, N.A., the trustee under the Indenture.

"Underwriter" means the investment bank or investment bankers and manager or managers selected by the Majority Holders pursuant to Section 5.

"Underwritten Offering" shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

2. Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC, the Company and the Guarantors shall, at their own cost, use commercially reasonable efforts to prepare and cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use commercially reasonable efforts to complete the Exchange Offer not later than 60 days after such effective date.

The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:

(i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;

(ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the "Exchange Dates");

(iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement;

(iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, prior to the close of business on the last Exchange Date; and

(v) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Registrable Securities exchanged.

As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an "affiliate" (within the meaning of Rule 405 under Securities Act) of the Company or any Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus in connection with any resale of such Exchange Securities.

As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:

(i) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and

(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder.

The Company and the Guarantors shall use commercially reasonable efforts to complete the Exchange Offer as provided above and shall comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff or the SEC.

3. Shelf Registration. (a) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in
Section 2(a) above is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason completed by December 7, 2004 or (iii) upon

completion of the Exchange Offer any Investor shall so request in connection with any offering or sale of Registrable Securities that were ineligible to be exchanged in the Exchange Offer, the Company and the Guarantors shall, at their own cost, prepare and use commercially reasonable efforts to cause to be filed as soon as reasonably practicable after such determination, date or request, as the case may be, a Shelf Registration Statement providing for the sale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 of the Securities Act (the "Shelf Registration") and to have such Shelf Registration Statement declared effective as soon as reasonably practicable by the SEC; provided that, the Company and the Guarantors shall not be required to file such Shelf Registration Statement or cause such Shelf Registration Statement to become and stay effective if and when, in the case of
(i) or (ii), the Exchange Offer Registration is available.

In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use commercially reasonable efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Investors after completion of the Exchange Offer.

The Company and the Guarantors agree to use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) under the Securities Act with respect to the Registrable Securities or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (the "Shelf Effectiveness Period"). The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as reasonably practicable thereafter. The Company and the Guarantors agree to furnish to the Holders of Registrable Securities named in the Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC.

(b) The Company and the Guarantors shall pay all Registration Expenses in connection with the performance by the Company and the Guarantors of their obligations pursuant to this Agreement. Each Holder shall pay their own costs and expenses, including all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Shelf Registration Statement or the Exchange Offer Registration Statement.

(c) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 3(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC.

(d) In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required hereby, is not declared effective on or prior to December 7, 2004, the interest rate on the Registrable Securities will be increased by (x) 1.0% per annum for the first 90-day period immediately following December 7, 2004 and (y) an additional 0.25% per annum with respect to each such subsequent 90-day period, up to a maximum of 2.0% per annum, until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the SEC; provided that if the interest rate borne by the Registrable Securities has been increased by 2.0% per annum due to a failure to timely complete the Exchange Offer or timely have the Shelf Registration Statement declared effective by the SEC, the interest rate borne by the Registrable Securities shall be permanently increased by 0.25% per annum upon the completion of the Exchange Offer or the effectiveness of the Shelf Registration Statement or the Securities becoming freely tradable under Rule 144 (or any other applicable rule other than Rule 144A) of the Securities Act.

If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by (x) 1.0% per annum for the first 90-day period immediately following such 45th day of ineffectiveness or lack of usability and (y) an additional 0.25% per annum with respect to each such subsequent 90-day period of ineffectiveness or lack of usability, up to a maximum of 2.0% per annum of additional interest, commencing on the 45th day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective by the SEC or the Prospectus again becomes usable.

The events described in the preceding two paragraphs are collectively referred to as "Registration Defaults." The payments in the preceding two paragraphs are collectively referred to as "Liquidated Damages," and shall be payable semiannually in arrears on each Liquidated Damages Payment Date. Upon the cure of all Registration Defaults relating to any particular Registrable Security, the accrual of Liquidated Damages with respect to such Registrable Security will cease, subject to the proviso set forth in the first paragraph of this Section 3(d). In no event shall Liquidated Damages ever be greater than 2.00% per annum.

(e) Without limiting the remedies available to the Investors and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 3(a) hereof may result in material irreparable injury to the Investors or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Investors or any Holder may obtain such relief as may be required to specifically enforce the Company's and the Guarantors' obligations under Section 2(a) and Section 3(a) hereof; provided that, the Investors shall not be entitled to any monetary damages other than the Liquidated Damages provided for in this Agreement.

4. Registration Procedures. In connection with their obligations pursuant to Section 2(a) and Section 3(a) hereof, the Company and the Guarantors shall as expeditiously as possible:

(a) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 and Section 3 hereof, as applicable;

(b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with
Section 2 and Section 3 hereof, as applicable, and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

(c) in the case of a Shelf Registration, or in the case of an Exchange Offer Registration Statement, with respect to Participating Broker-Dealers that hold Registrable Securities as a result of market-making or other trading activities, furnish to each Holder of Registrable Securities, to counsel for the Investors, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto, as reasonably requested, in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the Company and the Guarantors consent to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law;

(d) use commercially reasonable efforts to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC; provide all such information as may be requested by any Holder and required by the National Association of Securities Dealers, Inc. in connection with an offering under a Shelf Registration Statement of the Registrable Securities (including, without limitation, such as may be required by Rule 2710 or 2720 thereunder), and cooperate with the Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc.; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided that neither the Company nor any Guarantor shall be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it

would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not so subject;

(e) in the case of a Shelf Registration, notify each Holder of Registrable Securities included within the coverage of the Shelf Registration Statement, counsel for such Holders and counsel for the Investors promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose,
(iv) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects, (v) if the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (vi) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading,
(vii) of the suspension by the Company, in the exercise of its reasonable judgment, of the use of the Registration Statement or Prospectus in order to avoid premature disclosure of material non-public information, the premature disclosure of which the Company determines, in its good faith judgment, would be harmful to the Company and (viii) of any determination by the Company or any Guarantor, after consultation with counsel, that a post-effective amendment to a Registration Statement is necessary;

(f) use commercially reasonable efforts to obtain (i) the withdrawal of any order suspending the effectiveness of a Registration Statement and the use of any related Prospectus and (ii) the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for offer or sale in any jurisdiction in which they have been qualified for sale, in each case as soon as reasonably practicable, and shall provide notice to each Holder and the Investors of the withdrawal of any such orders or suspensions;

(g) in the case of a Shelf Registration, furnish each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested);

(h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names

(consistent with the provisions of the Indenture) as the selling Holders may reasonably request at least five Business Day prior to the closing of any sale of Registrable Securities;

(i) in the case of a Shelf Registration or an Exchange Offer Registration, upon the occurrence of any event contemplated by Section 4(e)(vi) hereof, use commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors shall notify the Holders of Registrable Securities included in the coverage of the Shelf Registration Statement or the Exchange Offer Registration Statement, as the case may be, to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus until the Company and the Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission (provided that the provisions of this section shall not otherwise limit the obligation of the Company to pay additional interest pursuant to Section 3(d));

(j) within a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or of any document that is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Investors and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities included in the coverage of the Shelf Registration Statement and their counsel) and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Investors or their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities included in the coverage of the Shelf Registration Statement and their counsel) available for discussion of such document; and the Company and the Guarantors shall not file any Registration Statement, Prospectus, amendment of or supplement to a Registration Statement or a Prospectus, or any document that is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, of which the Investors and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities included in the coverage of the Shelf Registration Statement and their counsel) shall not have previously been advised and furnished a copy pursuant to this paragraph or to which the Investors or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities included in the coverage of the Shelf Registration Statement or their counsel) shall reasonably object within a reasonable period of time after receipt of such documents and in each case after having been afforded the opportunity to discuss such matters with the Company and the Guarantors;

(k) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement;

(l) cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be

required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(m) in the case of a Shelf Registration, or in the case of an Exchange Offer Registration Statement, with respect to Participating Broker-Dealers that hold Registrable Securities as a result of market-making or other trading activities, make available for inspection by a representative of the Holders of the Registrable Securities included in the coverage of the Shelf Registration Statement (an "Inspector"), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants (but in any event, only one law firm, which shall initially be Weil, Gotshal & Manges LLP, but may be another law firm, and one accounting firm to represent the Holders, in each case selected by the Majority Holders and reasonably acceptable to the Company) designated by the Holders, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and the Guarantors, and use commercially reasonable efforts to cause the respective officers, directors and employees of the Company and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company or any Guarantor as being confidential or proprietary, each Person receiving such information shall agree in writing with the Company pursuant to a confidentiality agreement in customary form to keep such information confidential;

(n) in the case of a Shelf Registration, use commercially reasonable efforts to cause all Registrable Securities to be reserved for listing on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Company or any Guarantor are then listed no later than the date such Shelf Registration Statement is declared effective, and, cause all such Registrable Securities to be so listed, in all cases to the extent such Registrable Securities satisfy applicable listing requirements;

(o) in the case of a Shelf Registration Statement, if reasonably requested by any Holder of Registrable Securities covered by a Registration Statement, promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and promptly make all required filings of such Prospectus supplement or such post-effective amendment after the Company has received notification of the matters to be incorporated in such filing; provided that the Company shall not be obligated to file more than one post-effective amendment or supplement in any 30-day period as a result of any such requests; and

(p) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions reasonably requested by the Holders in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering (if requested by the Majority Holders) and in such connection, use commercially reasonable efforts to (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case,

in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain "comfort" letters from the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in "comfort" letters in connection with underwritten offerings and (iv) deliver such documents and certificates as may be reasonably requested by the Majority Holders of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in an underwriting agreement.

(q) In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing.

(r) In the case of a Shelf Registration Statement, in the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Conduct Rules (the "Rules") of the National Association of Securities Dealers, Inc.) thereof, whether as a Holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will, to the extent requested by such broker-dealer, assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a "qualified independent underwriter" (as defined in Rule 2720) to participate in the preparation of the Shelf Registration Statement relating to such Registrable Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Shelf Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Registrable Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in
Section 7 hereof and (iii) providing such information to such broker-dealer as is reasonably requested and may be required in order for such broker-dealer to comply with the requirements of the Rules; provided that the Company shall not be responsible for the fees or expenses of any such qualified independent underwriter or any expenses incurred by any such broker-dealer in connection with its compliance with the Rules.

(s) In the case of a Shelf Registration Statement, each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company and the Guarantors of the

happening of any event of the kind described in clauses (ii), (iii), (v), (vii) and (viii) of Section 4(e) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(i) hereof and, if so directed by the Company and the Guarantors, such Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

If the Company and the Guarantors shall give any such notice pursuant to this Section 4(s) or Section 4(i) hereof to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. Any suspension shall be subject to the applicable increases in the interest rate borne by the Registrable Securities pursuant to Section 3(d) hereof. The Company and the Guarantors may not suspend the disposition of Registrable Securities for any of the reasons specified in Section 4(e)(vi) or (vii) for more than 100 days in any 365 day period.

5. Underwritten Offerings. If requested by the Holders of at least $50,000,000 of aggregate principal amount of the Registrable Securities, the Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering, and must be acceptable to the Company.

6. Participation of Broker-Dealers in Exchange Offer.

(a) If any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer") may be deemed to be an "underwriter" within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities, the Company and the Guarantors agree to use commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, if requested by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 6(a) above, for the period equal to the lesser of (i) 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 4 of this Agreement) and (ii) the date on which all such Participating Broker-Dealers have sold all such Exchange Securities held by them. Each such Participating Broker-Dealer agrees to promptly notify the Company when all such Exchange Securities have been sold by such Participating Broker-Dealer. The Company and the Guarantors further agree that Participating Broker-Dealers

shall be authorized to deliver such Prospectus during such period in connection with the resales contemplated by this Section 6.

(b) The Participating Broker-Dealers shall be indemnified by the Company and the Guarantors with respect to any request that they may make pursuant to Section 6(a) in accordance with Section 7 hereof.

7. Indemnification and Contribution. (a) The Company and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Investor and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Investor or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action, inquiry, proceeding, investigation, claim asserted or appeal taken from the foregoing, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except (i) insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Investor or any Holder furnished to the Company in writing by such Investor or such Holder expressly for use therein and (ii) with respect to any untrue statement in or omission from any preliminary prospectus relating to a Registration Statement, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Holder to the extent that the sale to the person asserting any such loss, claim, damage or liability results from the fact that (i) a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such Person and (ii) the untrue statement in or omission from such preliminary prospectus was corrected in the final Prospectus unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the Company with the provisions of this Agreement. In connection with any Underwritten Offering permitted by Section 5, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement.

(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the Investors and the other selling Holders, their respective affiliates, the directors of the Company and the Guarantors, each officer of the Company and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Company, the Guarantors, any Investor and any other selling Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information

relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement, any Prospectus.

(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the "Indemnified Person") shall promptly notify the Person against whom such indemnification may be sought (the "Indemnifying Person") in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 7 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 7. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded (based on advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person and such counsel is reasonably acceptable to the Company; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and such counsel is reasonably acceptable to the Company. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Holder, its affiliates, directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and be reasonably acceptable to the Company and (y) in all other cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel reasonably incurred as contemplated by this paragraph (and shall be entitled to such reimbursement pursuant to the provisions hereof), the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person

shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or by the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Company, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(f) The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

(g) The indemnity and contribution provisions contained in this Section 7 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Investors or any Holder, their respective affiliates or any Person controlling any Investor or any Holder, or by or on behalf of the Company or the Guarantors, their respective affiliates or the officers or directors of or any Person controlling the Company or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

8. General.

(a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of the Majority Holders affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 7 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder, except for any such amendments, modifications, supplements or waivers that would not adversely effect such Holder in any respect. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 8(b) shall be by a writing executed by each of the parties hereto.

(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to any Holder, at the most current address of such Holder maintained by the Trustee under the Indenture (provided that while the Securities are in book-entry form, notice to the Trustee shall serve as notice to the Holders); (ii) if to the Company and the Guarantors, initially at the Company's address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 8(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 8(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Investors (in their capacity as Investors) shall have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

(e) Purchases and Sales of Securities. The Company and the Guarantors shall not, and shall use commercially reasonable efforts to cause their affiliates (as defined in Rule 405 under the Securities Act) not to, purchase and then resell or otherwise transfer any Registrable Securities.

(f) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Investors, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.

(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

(i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

(j) Miscellaneous. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors and the Investors shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

THE GOODYEAR TIRE & RUBBER COMPANY

By /s/ D. R. Wells
   -------------------------------------
   Name: D. R. Wells
   Title: Vice President and Treasurer

ALLIED TIRE SALES, INC.

By /s/ D. R. Wells
   -------------------------------------
   Name: D. R. Wells
   Title: Vice President

BELT CONCEPTS OF AMERICA, INC.

By /s/ D. R. Wells
   -------------------------------------
   Name: D. R. Wells
   Title: Vice President

CELERON CORPORATION

By /s/ D. R. Wells
   -------------------------------------
   Name: D. R. Wells
   Title: Vice President

COSMOFLEX, INC.

By /s/ D. R. Wells
   -------------------------------------
   Name: D. R. Wells
   Title: Vice President

DAPPER TIRE CO., INC.

By /s/ D. R. Wells
   -------------------------------------
   Name: D. R. Wells
   Title: Vice President

DIVESTED COMPANIES HOLDING COMPANY

By /s/ Randall M. Loyd
   -------------------------------------
   Name: Randall M. Loyd
   Title: Vice President

By /s/ Ronald J. Carr
   -------------------------------------
   Name: Ronald J. Carr
   Title: Vice President

DIVESTED LITCHFIELD PARK PROPERTIES,
INC.

By /s/ Randall M. Loyd
   -------------------------------------
   Name: Randall M. Loyd
   Title: Vice President

By /s/ Ronald J. Carr
   -------------------------------------
   Name: Ronald J. Carr
   Title: Vice President

GOODYEAR FARMS, INC.

By /s/ D. R. Wells
   -------------------------------------
   Name: D. R. Wells
   Title: Vice President

GOODYEAR INTERNATIONAL CORPORATION

By /s/ D. R. Wells
   -------------------------------------
   Name: D. R. Wells
   Title: Vice President

GOODYEAR WESTERN HEMISPHERE CORPORATION

By /s/ D. R. Wells
   -------------------------------------
   Name: D. R. Wells
   Title: Vice President

THE KELLY-SPRINGFIELD TIRE CORPORATION

By /s/ D. R. Wells
   -------------------------------------
   Name: D. R. Wells
   Title: Vice President

WHEEL ASSEMBLIES INC.

By /s/ D. R. Wells
   -------------------------------------
   Name: D. R. Wells
   Title: Vice President

WINGFOOT COMMERCIAL TIRE SYSTEMS, LLC

By /s/ D. R. Wells
   -------------------------------------
   Name: D. R. Wells
   Title: Vice President

WINGFOOT VENTURES EIGHT, INC.

By /s/ Ronald J. Carr
   -------------------------------------
   Name: Ronald J. Carr
   Title: Vice President

GOODYEAR CANADA INC.

By /s/ Linda Alexander
   -------------------------------------
   Name: Linda Alexander
   Title: Vice President

By /s/ D. S. Hamilton
   -------------------------------------
   Name: D. S. Hamilton
   Title: Secretary

[Remaining Signature Pages Intentionally Omitted]

EXHIBIT 4.14

COLLATERAL AGREEMENT

dated as of

March 12, 2004,

among

THE GOODYEAR TIRE & RUBBER COMPANY,

THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY
identified as Grantors herein

and

Wilmington Trust Company,

as Collateral Agent

ARTICLE I Definitions                                                                                    1

SECTION 1.01.   Certain Defined Terms.............................................................       1

ARTICLE II Intercreditor Agreement                                                                      11

SECTION 2.01.   Intercreditor Agreement...........................................................      11

ARTICLE III Pledge of Securities                                                                        11

SECTION 3.01.   Pledge............................................................................      11

SECTION 3.02.   Voting Rights; Dividends and Interest.............................................      11

ARTICLE IV Security Interests in Personal Property                                                      13

SECTION 4.01.   Creation of Security Interests....................................................      13

SECTION 4.02.   Certain Filings...................................................................      13

SECTION 4.03.   Representations and Warranties....................................................      13

SECTION 4.04.   Covenants.........................................................................      14

SECTION 4.05.   Other Actions.....................................................................      16

SECTION 4.06.   Covenants Regarding Patent, Trademark and Copyright Collateral....................      17

SECTION 4.07.   Lockbox System....................................................................      19

SECTION 4.08.   Insurance.........................................................................      20

SECTION 4.09.   Liens.............................................................................      20

ARTICLE V Other Pledges, Mortgage and Other Security Interests                                          20

SECTION 5.01.   Summary of Certain Other Security Documents.......................................      20

SECTION 5.02.   Other Security Documents Subject to this Agreement................................      20

ARTICLE VI Remedies                                                                                     21

SECTION 6.01.   Remedies Upon Default.............................................................      21

SECTION 6.02.   Exercise of Remedies under Other Security Documents...............................      22

SECTION 6.03.   Application of Proceeds...........................................................      23

SECTION 6.04.   Grant of License to Use Intellectual Property.....................................      23

SECTION 6.05.   Securities Act....................................................................      24

SECTION 6.06.   Registration......................................................................      24

ARTICLE VII Indemnity, Subrogation and Subordination                                                    25

SECTION 7.01.   Indemnity and Subrogation.........................................................      25

SECTION 7.02.   Contribution and Subrogation......................................................      25

SECTION 7.03.   Subordination.....................................................................      25

ARTICLE VIII Acts of Secured Parties; Amounts of Obligations                                            26

SECTION 8.01.   Acts of Secured Parties...........................................................      26

SECTION 8.02.   Determination of Amounts of Obligations and Existence of Events of
                Default; Acceleration.............................................................      26

ARTICLE IX Duties of Collateral Agent                                                                   27

SECTION 9.01.   Notices to Trustee and Representatives............................................      27

SECTION 9.02.   Actions Under this Agreement......................................................      27

ARTICLE X Concerning the Collateral Agent                                                               27

SECTION 10.01.  Limitations on Responsibility of Collateral Agent.................................      27

SECTION 10.02.  Reliance by Collateral Agent; Indemnity Against Liabilities, etc..................      28

SECTION 10.03.  Appointment, Resignation and Removal of the Collateral Agent......................      30

SECTION 10.04.  Expenses and Indemnification......................................................      30

ARTICLE XI Designated Pari Passu Obligations                                                            31

SECTION 11.01.  Designation.......................................................................      31

ARTICLE XII Subordination of Intercompany Indebtedness                                                  32

SECTION 12.01.  Subordination.....................................................................      32

SECTION 12.02.  Dissolution or Insolvency.........................................................      32

SECTION 12.03.  Subrogation.......................................................................      32

SECTION 12.04.  Other Creditors...................................................................      32

SECTION 12.05.  No Waiver.........................................................................      33

SECTION 12.06.  Obligations Hereunder Not Affected................................................      33

ARTICLE XIII Miscellaneous                                                                              34

SECTION 13.01.  Notices...........................................................................      34

SECTION 13.02.  Waivers; Amendment................................................................      34

SECTION 13.03.  Collateral Agent's Fees and Expenses; Indemnification.............................      34

SECTION 13.04.  Successors and Assigns............................................................      35

SECTION 13.05.  Survival of Agreement.............................................................      35

SECTION 13.06.  Counterparts; Effectiveness; Several Agreement....................................      35

SECTION 13.07.  Severability......................................................................      36

SECTION 13.08.  Governing Law; Jurisdiction; Consent to Service of Process........................      36

SECTION 13.09.  WAIVER OF JURY TRIAL..............................................................      36

SECTION 13.10.  Headings..........................................................................      37

SECTION 13.11.  Security Interest Absolute........................................................      37

SECTION 13.12.  Termination or Release............................................................      37

SECTION 13.13.  Additional Grantors...............................................................      37

SECTION 13.14.  Collateral Agent Appointed Attorney-in-Fact.......................................      37

SECTION 13.15.  Secured Party Obligations.........................................................      38

Schedules

Schedule I      Aircraft
Schedule II     Control Agreements
Schedule III    Foreign Pledge Agreements
Schedule IV     Material Intellectual Property
Schedule V      County Lien Searches

Exhibits

Exhibit I       Form of Accession Agreement
Exhibit II      Form of Perfection Certificate

                                       iv

                                    COLLATERAL AGREEMENT dated as of March 12,
                           2004, among THE GOODYEAR TIRE & RUBBER COMPANY (the
                           "Company"), the Subsidiaries of the Company
                           identified herein and WILMINGTON TRUST COMPANY, as
                           Collateral Agent.

                  Reference is made to the Indenture and the Intercreditor

Agreement (such terms, and each other capitalized term used and not otherwise defined herein, having the meaning assigned to it in Article I). Wells Fargo Bank, N.A., as trustee (the "Trustee") has agreed to enter into the Indenture and the Investors and Noteholders have agreed to purchase the Notes on the terms and subject to the conditions set forth in the Indenture. The obligations of the Investors to purchase the Notes are conditioned upon, among other things, the execution and delivery of this Agreement by the Company and the other Grantors. The Grantors, other than the Company, are subsidiaries of the Company, will derive substantial benefits from the extension of credit to the Company pursuant to the Indenture and are willing to execute and deliver this Agreement in order to induce the Investors and the Noteholders to purchase the Notes issued under the Indenture. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Certain Defined Terms. (a) All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term "instrument" shall have the meaning specified in Article 9 of the New York UCC.

(b) All terms defined in the Indenture and not defined in this Agreement have the meanings specified therein. All terms defined in the Intercreditor Agreement not defined in this Agreement or the Indenture have the meanings specified therein. The rules of construction specified in Section 1.04 of the Indenture shall also apply to this Agreement.

(c) As used in this Agreement, the following terms have the meanings specified below:

"ABL Facilities Agreement" means the Term Loan and Revolving Credit Agreement dated as of March 31, 2003, as amended on February 19, 2004, among the Company, certain lenders, JPMorgan Chase Bank, as administrative agent, Citicorp USA Inc., as syndication agent, and Bank of America, N.A. and The CIT Group/Business Credit, Inc., as documentation agents.

"Accession Agreement" means an accession agreement substantially in the form of Exhibit I under which a Representative of the holders of Designated Pari Passu Obligations shall become a party hereto and appoint the Collateral Agent as collateral agent for such Representative on behalf of the holders of such Designated Pari Passu Obligations.

"Account Debtor" means any Person who is or who may become obligated to any Current Assets Grantor under, with respect to or on account of an Account.

"Act" has the meaning assigned to such term in Section 8.01.

"Additional Subsidiary Agreement" has the meaning assigned to such term in Section 13.14.

"Aircraft" means all airships, airplanes, helicopters and other aircraft owned on the date hereof or hereafter acquired by any Other Collateral Grantor, including those listed on Schedule I hereto, as updated from time to time pursuant to Section 4.04(c).

"Aircraft Collateral" means the Aircraft, Aircraft Parts and Aircraft Log Books.

"Aircraft Log Books" means any and all log books, maintenance records, airworthiness certificates, registration documents and other records and documents relating to the Aircraft or Aircraft Parts.

"Aircraft Parts" means all engines and propellers (whether or not affixed to any Aircraft) owned by any Other Collateral Grantor and used or intended for use in connection with the Aircraft, and all avionics equipment, radio equipment, navigation equipment, radar equipment and other equipment, appliances, accessories and accessions used or intended for use in connection with the Aircraft.

"Article 9 Collateral" means the Current Assets Collateral and the Other Collateral.

"Bankruptcy Code" means Title 11 of the U.S. Code.

"Canadian Intellectual Property Collateral" means all Intellectual Property in which security interests are created under the Canadian Security Agreements.

"Canadian Security Agreements" means the Canadian Collateral Agreement dated as of March 12, 2004 between Goodyear Canada Inc. and the Collateral Agent, the Quebec Hypothec and the other Canadian Security Documents (as such terms are defined in the Canadian Collateral Agreement).

"Claiming Party" has the meaning assigned to such term in
Section 7.02.

"Collateral" means the Pledged Collateral, the Current Assets Collateral and the Other Collateral.

"Collateral Agent" means Wilmington Trust Company and any successors thereof appointed in accordance with the terms of this Agreement and, as applicable, the Indenture and any Designated Pari Passu Obligations Governing Document, in each case as collateral agent for the holders of the Note Obligations and the Designated Pari Passu Obligations.

"Collateral Agent Obligations" means all obligations, monetary and otherwise, of any Indenture Party to the Collateral Agent, or to its Related Parties, in connection with acts or omissions related to its role as Collateral Agent under the Noteholder Documents, the Intercreditor Agreement or any Designated Pari Passu Obligations Governing Document, including, without limitation, fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including attorneys' and other agents' fees, costs and expenses and monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

"Consent Asset" means any asset or right of a Grantor the creation of a security interest in which would be prohibited by or not be effective under applicable law or would violate or result in a default under any agreement or instrument in effect on the date hereof (or in the case of any future grantor on the date it becomes a Grantor) between such Grantor and any Person other than (a) the Company, (b) any Wholly Owned Subsidiary (as defined in the Indenture) or (c) any Subsidiary that is not a Wholly

Owned Subsidiary unless the waiver of such default or violation would require the consent of any Person other than the Company or another Subsidiary; provided, however, that no asset or right shall be a Consent Asset to the extent that Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the applicable jurisdiction, or any other law of the applicable jurisdiction, shall permit (and excuse any default or violation resulting from) the creation of a security interest in such asset or right notwithstanding the provision of such agreement or instrument prohibiting the creation of a security interest therein or shall render such provision unenforceable.

"Consent Subsidiary" has the meaning assigned to such term in the Indenture.

"Contributing Party" has the meaning assigned to such term in
Section 7.02.

"Control Agreements" means the agreements listed on Schedule II.

"Control Notice" has the meaning assigned to such term in each Lockbox Agreement.

"Copyright License" means any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any Other Collateral Grantor or that such Other Collateral Grantor otherwise has the right to license, or granting any right to any Other Collateral Grantor under any copyright now or hereafter owned by any third party, and all rights of such Other Collateral Grantor under any such agreement.

"Copyrights" means all of the following now owned or hereafter acquired by any Other Collateral Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office.

"Current Assets Collateral" means any and all of the following assets and properties now owned or at any time hereafter acquired by any Current Assets Grantor or in which such Current Assets Grantor now has or at any time in the future may acquire any right, title or interest: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit Accounts (and all cash, checks and other negotiable instruments, funds and other evidences of payment held therein); (d) all Inventory; (e) to the extent evidencing, governing, securing or otherwise related to the items referred to in the preceding clauses (a), (b), (c) and (d), all Documents, General Intangibles (other than Intellectual Property and, in the case of any Current Assets Grantor that is organized under the laws of Canada or one or more provinces thereof, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Agreements and other agreements), goodwill, registrations and franchises), Instruments, Investment Property (other than (i) Pledged Equity Interests, (ii) the Equity Interests described in clauses (b), (c), (d) and (e) of the definition of Excluded Security Interests and (iii) Proceeds in respect of Equity Interests described in clauses (i), (ii) and (iii)) and Letter of Credit Rights; (f) all books and records related to the foregoing; and (g) all Proceeds of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

"Current Assets Grantors" means the Company, each Subsidiary that is listed as a Current Assets Grantor on the signature pages hereto or that becomes a Current Assets Grantor pursuant to Section 13.14.

"Deposit Account Institution" means each financial institution at which a Deposit Account in the Lockbox System is maintained.

"Designated Pari Passu Obligations" has the meaning assigned to such term in Section 11.01.

"Designated Pari Passu Obligations Governing Documents" means, as to any Designated Pari Passu Obligations, the credit agreement, note agreement, indenture or other instrument or document under which such Designated Pari Passu Obligations shall have been issued or incurred.

"Designated Pari Passu Obligations Secured Parties" means, at any time, each holder of, or obligee in respect of, any Designated Pari Passu Obligations outstanding at such time.

"Effective Date" means the date of this Agreement.

"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.

"European Facilities Agreement" means the $650,000,000 Term Loan and Revolving Credit Agreement dated as of March 31, 2003, among Goodyear Dunlop Tires Europe B.V., the other borrowers thereunder, certain lenders, JPMorgan Chase Bank, as administrative agent, and Deutsche Bank AG, as syndication agent.

"Event of Default" means an Event of Default under and as defined in the Indenture or any Designated Pari Passu Obligations Governing Document.

"Excluded Operating Account" means payroll and other operating accounts of the Company or any other Current Assets Grantor that are not used to receive (a) payments from any Account Debtor in respect of Accounts or (b) payments in respect of Inventory, and that contain only such amounts as are required in the Company's or such other Current Assets Grantor's good faith judgment for near-term operational purposes.

"Excluded Security Interests" means (a) Equity Interests in any Subsidiary with consolidated assets not greater than $10,000,000 as of September 30, 2003, or if such Equity Interests are acquired by the Company or a Subsidiary after the date hereof, as of the end of the most recent fiscal quarter for which financial statements have been filed with the SEC, (b) Equity Interests in any Consent Subsidiary, (c) Equity Interests in Goodyear Canada Inc. and Goodyear S.A., (d) Equity Interests in any Foreign Subsidiary with respect to which a Financial Officer has delivered an Officer's Certificate Certificate certifying that the Company has determined, on the basis of reasonably inquiries in the jurisdiction of such Foreign Subsidiary, that such pledge would affect materially and adversely the ability of such Foreign Subsidiary to conduct its business in such jurisdiction and (e) that portion of capital stock or other securities of any Subsidiary having a value (defined as the principal amount, par value, book value as carried by the Company or market value, whichever is greatest) that, when considered in the aggregate with all other capital stock or other securities of such Subsidiary subject to a security interest securing the Note Obligations, exceeds 19.99% of the principal amount of the then outstanding Notes (such portion, the "Excluded Securities"); provided, however, that in the event that Rule 3-16 of Regulation S-X under the Securities Act of 1933, as now or hereafter in effect, is amended, modified or interpreted by the Securities and Exchange Commission to require (or is replaced with another rule or regulation or any other law, rule or regulation is adopted, which would require) the filing with the Securities and Exchange Commission (or any other governmental agency) of separate financial statements of any Subsidiary due to the fact that such Subsidiary's capital stock or other securities secure the Note Obligations, then the Excluded Securities of such Subsidiary shall automatically be deemed to include

that part of the capital stock and other securities of such Subsidiary such that such Subsidiary remains exempt from such requirement, and in such event, this Agreement may be amended or modified, without the consent of any Noteholder or other Secured Party, for so long as and to the extent necessary to release the security interests in the Excluded Securities securing the Note Obligations; provided further, however, that the holders of Designated Pari Passu Obligations will continue to be secured by a security interest in any Excluded Securities unless specified to the contrary in the applicable Accession Agreement. Notwithstanding the foregoing, if any Priority Lien Obligation (as defined in the Indenture) or Designated Pari Passu Lien Obligation is secured by a security interest in any securities that are Excluded Securities, such obligation is registered under the Securities Act of 1933, as now or hereafter in effect, and in connection with such registration, the Company is required to file with the Securities and Exchange Commission (or any other governmental agency) separate financial statements of the Subsidiary of the Company that is the issuer of such securities, then such securities will not be considered Excluded Securities and will be deemed part of Pledged Collateral to secure Note Obligations.

"FAA" means the Federal Aviation Administration or the United States Department of Transportation or both, as the context may require, or any successors thereto.

"Federal Securities Laws" has the meaning assigned to such term in Section 6.05.

"Financial Officer" means the chief financial officer, principal accounting officer, treasurer or any assistant treasurer of the Company.

"Foreign Pledge Agreement" means a pledge agreement securing the Obligations or any of them that is governed by the law of a jurisdiction other than the United States of America and reasonably satisfactory in form and substance to the Collateral Agent.

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

"General Intangibles" means, as to any Grantor, all choses in action and causes of action and all other intangible personal property of every kind and nature (other than Accounts) now owned or hereafter acquired by such Grantor, including to the extent relevant corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and, in the case of any Current Assets Grantor only, any letter of credit, guarantee, claim, security interest or other security held by or granted to such Grantor to secure payment by an Account Debtor of any Accounts.

"Grantor" means each of the Current Assets Grantors and the Other Collateral Grantors.

"Guarantor" means any Subsidiary that has issued a Subsidiary Guarantee (as defined in the Indenture).

"Indemnified Party" has the meaning assigned to such term in
Section 10.04.

"Indenture" means the Indenture dated as of March 12, 2004, among the Company, as Issuer, the Guarantors and Wells Fargo Bank, N.A., as Trustee, as amended, extended, renewed, restated, supplemented or otherwise modified from time to time.

"Indenture Parties" means the Company and each Guarantor.

"Intellectual Property" means, as to any Grantor, all intellectual and similar property of every kind and nature now owned or hereafter acquired by such Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

"Intercompany Indebtedness" means any Indebtedness (as defined in the Indenture) of the Company or any Subsidiary to the Company or any other Subsidiary.

"Intercompany Obligor" means, with respect to any Intercompany Indebtedness, the obligor in respect of such Intercompany Indebtedness.

"Intercreditor Agreement" means the Lien Subordination and Intercreditor Agreement dated as of March 12, 2004, among JPMorgan Chase Bank, as Credit Facilities Collateral Agent, Wilmington Trust Company, as Note Collateral Agent, the Company, the Subsidiaries named therein and any other persons becoming parties thereto in accordance with the provisions thereof.

"License" means any Patent License, Trademark License, Copyright License or other license or sublicense agreement to which any Other Collateral Grantor is a party.

"Local Collection Account" means a deposit account of a Grantor not subject to the control of the Collateral Agent pursuant to the Lockbox System; provided that (a) such account shall not receive any payments in respect of Accounts or Inventory other than that generated or sold by the Company's retail or Wingfoot divisions and (b) the applicable Grantor shall irrevocably instruct the Deposit Account Institution at which such deposit account is maintained to remit all funds on deposit in such deposit account to a Deposit Account in the Lockbox System periodically, and in no event less frequently than weekly, such instructions to be given, in the case of a Local Collection Account opened after the Effective Date, as promptly as practicable
(and in no event later than 10 Business Days (as defined in the Indenture))
after the opening of such Local Collection Account.

"Lockbox System" has the meaning assigned to such term in
Section 4.07.

"Master Guarantee and Collateral Agreement" has the meaning assigned to such term in the Intercreditor Agreement.

"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 the Company and its Subsidiaries, taken as a whole, (b) the ability of the Company and the Guarantors, taken as a whole, to perform obligations under the Noteholders Documents that are material to the rights or interests of the Noteholders or (c) the rights of or benefits available to the Noteholders under the Noteholder Documents that are material to the interests of the Noteholders.

"Material Intellectual Property" means all Intellectual Property of the Other Collateral Grantors, other than Intellectual Property that in the aggregate is not material to the business of the Company and the Subsidiaries, taken as a whole.

"Mortgage" means the Fourth Priority Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement From the Company to the Collateral Agent, dated as of March 12, 2004, with respect to the Company's corporate headquarters in Akron, Ohio.

"Mortgaged Property" means the property subject to the Mortgage to the extent that such property does not constitute a Senior Unsecured Indenture Property or a "manufacturing facility" as defined in the Swiss Franc Bond Agreement.

"New Control Agreement" means, with respect to each Control Agreement, such Control Agreement as amended, supplemented or otherwise modified in form and substance reasonably satisfactory to the Collateral Agent (which their execution thereof shall evidence); provided that any amendment, supplement or modification to any Control Agreement substantially similar to the amendments made to the Blocked Account Control Agreement, dated as of May 15, 2003, by and among the Company, the Credit Agent and JPMorgan Chase Bank, in its capacity as depository bank, shall be deemed to be reasonably satisfactory to the Collateral Agent.

"New York UCC" means the Uniform Commercial Code as from time to time in effect in the State of New York.

"Note 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 Notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) all other monetary obligations of the Company or any of its Subsidiaries to any of the Note Secured Parties under any Noteholder Document or the Intercreditor Agreement, 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) and (iv) all amounts due under any guarantee of any of the foregoing, including any guarantee contained in the Indenture, and (b) the due and punctual performance of all other obligations of the Company or any of its Subsidiaries to any of the Note Secured Parties under any Noteholder Document.

"Note Secured Parties" means, at any time, the Trustee, the Collateral Agent and each other holder of, or obligee in respect of, any Note Obligations outstanding at such time.

"Noteholder Documents" means the Indenture, the Notes, this Agreement, the Other Security Documents, and such other agreements, instruments and certificates executed and delivered pursuant to any Noteholder Document at any time or otherwise evidencing or securing any Note Obligations.

"Noteholders" means the holders of the Notes.

"Notes" or "Senior Secured Notes" means the 11% Senior Secured Notes due 2011 and the Senior Secured Floating Rate Notes due 2011 issued on the Effective Date and any Additional Securities.

"Obligations" means the Note Obligations, the Designated Pari Passu Obligations and the Collateral Agent Obligations.

"Other Collateral" means any and all of the following assets and properties (other than assets or properties constituting Senior Unsecured Indenture Properties or "manufacturing facilities" under and as defined in the Swiss Franc Bond Agreement) now owned or at any time hereafter acquired by any Other Collateral Grantor or in which such Other Collateral Grantor now has or at any time in the future may acquire any right, title or interest: (a) all Documents; (b) all Equipment (other than fixtures to real property not constituting the Mortgaged Property); (c) all General Intangibles (including Intellectual

Property); (d) all Instruments; (e) all Investment Property (other than (i) Pledged Equity Interests, (ii) the Equity Interests described in clauses (b),
(c), (d) and (e) of the definition of Excluded Equity Interests and (iii) Proceeds in respect of Equity Interests described in clauses (i), (ii) and
(iii)); (f) all Letter-of-Credit rights; (g) all books and records pertaining to any of the foregoing; (h) all Aircraft Collateral; and (i) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that, notwithstanding any of the foregoing provisions of this definition, the Other Collateral shall not include any (i) Current Assets Collateral or (ii) Consent Assets.

"Other Collateral Grantors" means the Company and each Subsidiary that is listed as an Other Collateral Grantor on the signature pages hereto or that becomes an Other Collateral Grantor pursuant to Section 13.14.

"Other Security Documents" means the Mortgage, the Canadian Security Agreements, the Foreign Pledge Agreements and the New Control Agreements.

"Patent License" means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by Other Collateral Grantor or that any Other Collateral Grantor otherwise has the right to license, is in existence, or granting to any Other Collateral Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any such Grantor under any such agreement.

"Patents" means all of the following now owned or hereafter acquired by any Other Collateral Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule II to the Perfection Certificate, as updated from time to time pursuant to Section 4.04(c), and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

"Perfection Certificate" means a certificate substantially in the form of Exhibit II.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

"Pledged Collateral" means (a) the Pledged Equity Interests;
(b) the Pledged Debt Securities; (c) subject to Section 3.02, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in the preceding clauses (a) and (b); (d) subject to
Section 3.02, all rights and privileges of the Collateral Grantors with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing.

"Pledged Debt Securities" means all debt securities (as defined in Article 8 of the New York UCC) owned by any Other Collateral Grantor (other than Excluded Security Interests) on the date hereof or obtained by it in the future, and any promissory notes or other instruments evidencing any such debt securities.

"Pledged Equity Interests" means all Equity Interests in Subsidiaries (other than Excluded Security Interests) owned by any Other Collateral Grantor on the date hereof or obtained or owned by it in the future, and the certificates representing all the foregoing Equity Interests, including the Equity Interests listed on Schedule 3A to the Perfection Certificate, as updated from time to time pursuant to Section 4.04(c); provided, that the Pledged Equity Interests shall not include more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary.

"RBC Deposit Account" means the Deposit Account maintained with The Royal Bank of Canada, with respect to which a Lockbox Agreement shall be executed by the applicable Current Assets Grantor and The Royal Bank of Canada.

"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.

"Representative" means (a) in the case of the Note Obligations, the Trustee and (b) in the case of any Designated Pari Passu Obligations, any administrative agent, trustee or similar representative designated pursuant to Article IX.

"Secured Parties" means, at any time, the Trustee, the Collateral Agent and each other holder of, or obligee in respect of, any Obligations outstanding at such time.

"Security Documents" means this Agreement and the Other Security Documents.

"Security Interest" means each security interest granted under Article IV.

"Senior Obligations Security Documents" means the Senior Obligations Security Documents as defined in the Intercreditor Agreement.

"Senior Payment in Full" means such time as all of the Senior Obligations (as defined in the Intercreditor Agreement) have been paid in full and any commitments to extend credit that would constitute Senior Obligations has been terminated.

"Senior Unsecured Indenture Properties" means each "Restricted Property" (as defined in the Senior Unsecured Indentures) of the Company and each "Restricted Subsidiary" (as defined in the Senior Unsecured Indentures).

"Senior Unsecured Indentures" means (a) the Indenture dated as of March 15, 1996, between the Company and Chemical Bank, as trustee, as supplemented on December 3, 1996, March 11, 1998, and March 17, 1998, (b) the Indenture dated as of March 1, 1999, between the Company and The Chase Manhattan Bank, as trustee, as supplemented on March 14, 2000, and August 15, 2001 and (c) the Fiscal Agency Agreement among the Company and Citibank N.A., London and Banque Internationale a Luxembourg S.A.

"Subsidiary" means any corporation, limited liability company, partnership, association or other entity the accounts of which are consolidated with those of the Company in the Company's consolidated financial statements in accordance with GAAP (as defined in the Indenture) as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which 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 Company or one or more subsidiaries of the Company or by the Company and one or more subsidiaries of the Company.

"Swap Agreement" means any 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.

"Swiss Franc Bond Agreement" means the Bond Agreement dated as of March 17, 1986, between the Company and Union Bank of Switzerland, Credit Suisse, Morgan Stanley S.A. and Swiss Bank Corporation, as in effect on the date hereof.

"Trademark License" means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any Other Collateral Grantor or that any such Grantor otherwise has the right to license, or granting to any Other Collateral Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any such Grantor under any such agreement.

"Trademarks" means all of the following now owned or hereafter acquired by any Other Collateral Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule II to the Perfection Certificate, as updated from time to time pursuant to Section 4.04(c), (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

"Trustee" means the trustee under the Indenture.

"US Dollar Equivalent" means with respect to any monetary amount in a currency other than US dollars, at any time for determination thereof, the amount of US dollars obtained by converting such foreign currency involved in such computation into US dollars at the spot rate for the purchase of US dollars with the applicable foreign currency as published in The Wall Street Journal in the "Exchange Rates" column under the heading "Currency Trading" on the date two Business Days prior to such determination.

"US Revolving Facility Agreement" means the $750,000,000 Amended and Restated Revolving Credit Agreement dated as of March 31, 2003, among the Company, certain lenders and JPMorgan Chase Bank, as administrative agent.

"US Term Facility Agreement" means the $645,454,545 Term Loan Agreement dated as of March 31, 2003, among the Company, certain lenders, JPMorgan Chase Bank, as administrative agent, and BNP Paribas, as syndication agent.

ARTICLE II

Intercreditor Agreement

SECTION 2.01. Intercreditor Agreement. THIS AGREEMENT AND THE
OTHER NOTEHOLDER DOCUMENTS, AND THE LIENS, RIGHTS, REMEDIES, DUTIES AND OBLIGATIONS PROVIDED FOR HEREIN AND THEREIN SHALL BE SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND, TO THE EXTENT PROVIDED THEREIN, THE SENIOR OBLIGATIONS SECURITY DOCUMENTS. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS AGREEMENT OR ANY OTHER NOTEHOLDER DOCUMENT AND THE INTERCREDITOR AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL.

ARTICLE III

Pledge of Securities

SECTION 3.01. Pledge. As security for the payment or performance, as the case may be, in full of the Note Obligations and the Designated Pari Passu Obligations, on an equal and ratable basis, and the Collateral Agent Obligations, each Other Collateral Grantor hereby pledges and grants to the Collateral Agent (and its agents or sub-agents, as the Collateral Agent may designate or appoint from time to time), and their successors and assigns a security interest in all such Other Collateral Grantor's right, title and interest in, to and under the Pledged Collateral, to have and to hold all such Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the applicable Secured Parties; subject, however, to the terms, covenants and conditions hereinafter set forth.

SECTION 3.02. Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Other Collateral Grantors that their rights under this Section 3.02 are being suspended:

(i) Each Other Collateral Grantor shall be entitled to exercise any and all voting and/or other rights and powers inuring to an owner of the Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement and the Indenture, including the right to sell or otherwise transfer such Pledged Collateral in accordance with the terms of the Indenture.

(ii) The Collateral Agent shall execute and deliver to each Other Collateral Grantor, or cause to be executed and delivered to such Other Collateral Grantor, all such proxies, powers of attorney, certificates and other instruments as such Other Collateral Grantor may reasonably request in writing for the purpose of enabling such Other Collateral Grantor to exercise the voting and/or rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

(iii) Each Other Collateral Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the

outstanding Equity Interests of the issuer of any Pledged Collateral or received in exchange for Pledged Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral.

(b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Other Collateral Grantors of the suspension of their rights under paragraph (a)(iii) of this Section, then all rights of any Other Collateral Grantor to dividends, interest, principal or other distributions that such Other Collateral Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Other Collateral Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Other Collateral Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the form in which so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 6.03; provided that in no event shall the Collateral Agent be obligated to invest and/or pay interest on any such money or other property. After all Events of Default have been cured or waived and the Company has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each Other Collateral Grantor (without interest) all dividends, interest, principal or other distributions that such Other Collateral Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Other Collateral Grantors of the suspension of their rights under paragraph (a)(i) of this Section, then all rights of any Other Collateral Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by (A) each of (x) the Trustee (if there is an Event of Default under the Indenture) and (y) each Representative (if there is an Event of Default under the applicable Designated Pari Passu Obligations Governing Document) or (B) holders of at least 25% in aggregate principal amount of the outstanding (x) Notes (if there is an Event of Default under the Indenture) and (y) Designated Pari Passu Obligations (to the extent that there is an Event of Default under the applicable Designated Pari Passu Obligations Governing Document), the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Other Collateral Grantors to exercise such rights.

(d) Any notice given by the Collateral Agent to the Other Collateral Grantors suspending their rights under paragraph (a) of this Section
(i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Other Collateral Grantors at the same or different times and (iii) may suspend the rights of the Other Collateral Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent's rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

ARTICLE IV

Security Interests in Personal Property

SECTION 4.01. Creation of Security Interests. (a) As security for the payment or performance, as the case may be, in full of the Note Obligations and the Designated Pari Passu Obligations, on an equal and ratable basis, and the Collateral Agent Obligations, each Current Assets Grantor hereby grants to the Collateral Agent (and its agents or sub-agents, as the Collateral Agent may designate or appoint from time to time) and their successors and assigns, for the benefit of the Secured Parties, a security interest in all right, title or interest in or to any and all the Current Assets Collateral now owned or at any time hereafter acquired by such Current Assets Grantor or in which such Current Assets Grantor now has or at any time in the future may acquire any right, title or interest.

(b) As security for the payment or performance, as the case may be, in full of the Note Obligations and the Designated Pari Passu Obligations, on an equal and ratable basis, and the Collateral Agent Obligations, each Other Collateral Grantor hereby grants to the Collateral Agent (and its agents or sub-agents, as the Collateral Agent may designate or appoint from time to time) and their successors and assigns, for the benefit of the Secured Parties, a security interest in all right, title or interest in or to any and all the Other Collateral now owned or at any time hereafter acquired by such Other Collateral Grantor or in which such Other Collateral Grantor now has or at any time in the future may acquire any right, title or interest.

(c) The security interests granted under this Section are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

SECTION 4.02. Certain Filings. (a) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral of such Grantor or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the jurisdiction in which it is organized, the type of organization and any organizational identification number issued to such Grantor and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

(b) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting any security interest granted by any Grantor in any Material Intellectual Property, without the signature of such Grantor, and naming such Grantor or Grantors as debtors and the Collateral Agent as secured party.

SECTION 4.03. Representations and Warranties. The Grantors jointly and severally represent and warrant to the Secured Parties that:

(a) Each Grantor has good and valid rights (including ownership rights) in the material Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder.

(b) When executed and delivered, this Agreement will be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in the Collateral to the extent contemplated by this Agreement, and (i) when the Collateral constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Credit Agent together with instruments of transfer duly endorsed in blank (or in the case of any such certificated securities which are then in the possession of the Credit Agent, upon execution and delivery of the Intercreditor Agreement), this Agreement will create, to the extent contemplated by this Agreement, a perfected security interest in all right, title and interest of the Grantors in such certificated securities to the extent perfection is governed by the Uniform Commercial Code as in effect in any applicable jurisdiction, subject to no other Lien other than Permitted Collateral Liens that take priority over security interests in certificated securities perfected by the possession of such securities under the Uniform Commercial Code as in effect in the applicable jurisdiction, and (ii) when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, this Agreement will create a perfected security interest in all right, title and interest of the Grantors in the remaining Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements in such jurisdictions, subject to no other Lien other than Permitted Collateral Liens. The exclusion of the Consent Assets from the Collateral does not materially reduce the aggregate valued of the Collateral.

(c) The Mortgage, upon execution and delivery by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all the Company's right, title and interest in and to the Mortgaged Property and the proceeds thereof, and when the Mortgage has been filed in the appropriate jurisdiction, the Mortgage will create a perfected Lien on all right, title and interest of the Company in the Mortgaged Property and the proceeds thereof, prior and superior in right to Liens in favor of any other Person (other than Liens or other encumbrances for which exceptions are taken in the policies of title insurance delivered in respect of the Mortgaged Property on or prior to the Effective Date and Permitted Collateral Liens).

(d) Upon the recordation of this Agreement or a memorandum of this Agreement with the United States Patent and Trademark Office, this Agreement will create a perfected Lien on all right, title and interest of the Grantors in the Material, Intellectual Property in which a security interest may be perfected by such recordation in the United States Patent and Trademark Office, in each case prior and superior in right to any other Person, subject to Permitted Collateral Liens (it being understood that subsequent recordings in the United Sates Patent and Trademark Office may be necessary to perfect a Lien on registered trademarks and trademark applications acquired by the Grantors after the Effective Date). As of the Effective Date, Schedule IV sets forth all the Material Intellectual Property.

(e) Upon the recordation of this Agreement with the Federal Aviation Administration, this Agreement will create a perfected Lien on all right, title and interest of the Grantors in the Aircraft Collateral in which a security interest may be perfected by such recordation with the Federal Aviation Administration, in each case prior and superior in right to any other Person, subject to Permitted Collateral Liens.

(f) None of the Perfection Certificate or any other written information relating to the Collateral delivered after the date hereof by or on behalf of any Grantor to the Trustee, the Collateral Agent or any Noteholders pursuant to any provision of the Noteholder Documents is or will be incorrect when delivered in any respect material to the rights or interest of the (x) Noteholders or (y) the holders of the Designated Pari Passu Obligations.

SECTION 4.04. Covenants. (a) Each Grantor agrees promptly (and in any event within 30 days) to notify the Collateral Agent in writing of any change (i) in its corporate name, (ii) in the location of its chief executive office, (iii) in its identity or type of organization or corporate structure,

(iv) in its federal taxpayer identification number or organizational identification number or (v) in its jurisdiction of organization. Each Grantor agrees promptly to provide the Collateral Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph.

(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Article 9 Collateral owned by it as shall be consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Article 9 Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent schedules (the "Article 9 Schedules") in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any specified Article 9 Collateral; provided that until the Senior Payment in Full shall have occurred, the Grantors' obligations under this Section 4.04(b) to prepare and deliver the Article 9 Schedules shall be satisfied by the prompt delivery by the Company to the Collateral Agent of those schedules delivered in accordance with Section 4.04(b) of the Master Guarantee and Collateral Agreement.

(c) Each year, at the time of the delivery of annual financial statements of the Company, with respect to the preceding fiscal year pursuant to the Indenture, the Company shall deliver to the Collateral Agent a certificate executed on behalf of the Company by a Financial Officer and a legal officer of the Company setting forth the information required pursuant to the Perfection Certificate (including the Schedules thereto) or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered pursuant to this paragraph, and setting forth for the Aircraft owned by any Other Collateral Grantor and not already listed on Schedule I hereto information sufficient to permit the Collateral Agent to file notices of its security interests in such Aircraft with the Federal Aviation Administration, including the model number, the tail number, the name, the serial number and the location of such Aircraft (and Schedule 1 shall be automatically updated to list any Aircraft identified in any such certificate).

(d) At any time after the Senior Payment in Full shall have occurred or an Event of Default shall have occurred and be continuing, the Collateral Agent and such Persons as the Collateral Agent may reasonably designate shall have the right, at the Grantors' own cost and expense, to inspect the Article 9 Collateral and the premises upon which any of the Article 9 Collateral is located and to verify under reasonable procedures, in accordance with the provisions of the Indenture, the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, only after the occurrence and during the continuance of an Event of Default, in the case of Accounts or the Article 9 Collateral in the possession of any third person, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the purpose of making such a verification. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

(e) At any time after the Senior Payment in Full shall have occurred, at its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to the Indenture and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Indenture or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other

promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interest or other encumbrances and maintenance as set forth herein or in the Indenture.

(f) The Grantors, at their own expense, shall maintain or cause to be maintained, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customary among companies of established reputation engaged in the same or similar businesses and operating in the same or similar locations, except to the extent the failure to do so would not be materially likely to result in a Material Adverse Change. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making, settling and adjusting claims in respect of the Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent deems advisable. All sums disbursed by the Collateral Agent in connection with this paragraph or otherwise incurred in connection therewith, including reasonable attorneys' fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby. Notwithstanding the foregoing, until the Senior Payment in Full shall have occurred, the Grantors' obligations under this Section 4.04(f) to maintain or cause to maintain insurance shall be satisfied by complying with Section 4.04(f) of the Master Guarantee and Collateral Agreement.

(g) Each Grantor shall maintain, in form and manner reasonably satisfactory to the Collateral Agent (or, until the Senior Payment in Full shall have occurred, the Credit Agent), records of its Chattel Paper and its books, records and documents evidencing or pertaining thereto.

(h) If at any time after the Senior Payment in Full shall have occurred, the Company comes into possession of any Pledged Collateral that was previously delivered to the Credit Agent and is required to be delivered to the Collateral Agent pursuant to the terms of any Noteholder Document, then the Company shall promptly deliver such Pledged Collateral to the Collateral Agent.

(i) Each Grantor agrees to prepare and execute any and all further documents, certificates, financing statements, agreements and instruments, and take all such further actions, as may be reasonably requested by the Collateral Agent in order to cause the security interests purported to be created by the Security Documents or required to be created under the terms of this Agreement to constitute valid security interests, perfected in accordance with this Agreement.

SECTION 4.05. Other Actions. (a) In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the security interests created hereby, each Grantor agrees, in each case at such Grantor's own expense, to take the following actions with respect to the following Article 9 Collateral: if any Grantor shall at any time hold or acquire any Instrument representing Indebtedness in excess of $3,000,000, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

(b) Until the Senior Payment in Full shall have occurred, the Grantors' obligations under Section 4.05(a) shall be satisfied by complying with
Section 4.05 of the Master Guarantee and Collateral Agreement.

(c) The Company shall obtain, at its sole cost and expense, an ALTA/ACSM Survey of the land and facilities comprising the Company's corporate headquarters building, theater/bank building (Goodyear Hall), medical facility, research and development center, test track, and such parcels of Akron "Other" as the Collateral Agent may reasonably require ("Akron Other") in Akron, Ohio. The Company shall promptly order such ALTA/ACSM Survey after First American and the Collateral Agent have been apprised of the intended content and scope of such ALTA/ACSM Survey and have approved thereof, such approval not to be unreasonably withheld, delayed, or conditioned (the date on which the last such approval shall be received by the Company is referred to herein as the "Survey Approval Date"). The Company shall use its commercially reasonable efforts to cause the delivery of the Survey to First American and the Collateral Agent within four (4) months after the Survey Approval Date. After such delivery, the Company shall promptly request that First American: (i) issue a "land same as survey" endorsement to the Lender's Policy; and (ii) delete the general survey exception from the Lender's Policy, substituting in lieu thereof an exception that reads the Survey and recites such specific matters as the Survey discloses. Subject to the foregoing sentence, the Company shall have no obligation to request or obtain, and First American shall have no obligation to issue, any additional endorsements to the Lender's Policy except for the Pre-Closing Endorsements to the extent that they have not yet been issued, or take other action with respect to matters revealed by such Survey, except as expressly provided in the following paragraph.

If a discrepancy exists between the legal description for the Company's corporate headquarters building, theater/bank building (Goodyear Hall), medical facility, research and development center, test track, or Akron Other as determined by the Survey and the legal description contained in the Mortgage, the parties shall promptly amend, at the Company's sole cost and expense, the legal description contained in the Mortgage to reflect the legal description for the Company's corporate headquarters building, theater/bank building (Goodyear Hall), medical facility, research and development center, test track, or Akron Other as defined by the Survey. Such amendment shall occur simultaneously with amendments to the legal description, at the Company's sole cost and expense, for the Company's corporate headquarters building, theater/bank building (Goodyear Hall), medical facility, research and development center, test track, or Akron Other contained in the mortgages for all then-extant lenders having a security interest in the Company's corporate headquarters.

As used in this Section 4.05(c): "ALTA/ACSM Survey" shall mean a survey made (i) in accordance with the current "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys" jointly established and adopted by American Land Title Association and American Congress on Surveying and Mapping in 1999, and includes Items 1 through 13 of Table A thereof and (ii) pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of certification of an Urban Survey); "First American" shall mean First American Title Insurance Company; "Lender's Policy" shall mean the lender's title insurance policy issued by First American to the Trustee and the Collateral Agent, as insureds, pursuant to Title Commitment Number NCS-78634-T-CLE. "Pre-Closing Endorsements" shall mean the following endorsements: Street Assessment, Doing Business, First Loss, Last Dollar, Subdivision, Tax Parcel, Variable Rate, Usury, Revolving Credit, ALTA 9, Letter of Credit. "Survey" shall mean an ALTA/ACSM ordered by the Company with content approved by First American and the Collateral Agent.

SECTION 4.06. Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Other Collateral Grantor agrees that it will not do or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing or omitting to do any act) whereby

any Patent constituting Material Intellectual Property may become invalidated or dedicated to the public, and agrees that it shall continue to mark any products covered by such Patent with the relevant patent number consistent with good business judgment to establish and preserve its rights under applicable patent laws.

(b) Each Other Collateral Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark constituting Material Intellectual Property, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration consistent with good business judgment to establish and preserve its rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights.

(c) Each Other Collateral Grantor (either itself or through its licensees or sublicensees) shall, for each work covered by a Copyright constituting Material Intellectual Property, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice consistent with good business judgment to establish and preserve its rights under applicable copyright laws.

(d) Each Other Collateral Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright constituting Material Intellectual Property may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Other Collateral Grantor's ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same; provided that such notification need not be given if such impairment of such Intellectual Property is not material viewed against the Material Intellectual Property as a whole.

(e) Each Other Collateral Grantor shall take all steps consistent with good business judgment that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each application relating to the Patents, Trademarks and/or Copyrights constituting Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights constituting Material Intellectual Property, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancelation proceedings against third parties.

(f) Upon and during the continuance of an Event of Default, each Grantor shall endeavor in good faith to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor's right, title and interest thereunder to the Collateral Agent or its designee; provided, however, that until the Senior Payment in Full shall have occurred, the Grantors' obligations under this Section 4.06(f) shall be satisfied by complying with Section 4.06(f) of the Master Guarantee and Collateral Agreement.

(g) The failure to comply with any of the foregoing covenants in this Section 4.06 shall not be deemed a breach thereof for purposes of
Section 6.01 (Events of Default) of the Indenture unless such failure is willful or material to the rights or interests of the Noteholders.

SECTION 4.07. Lockbox System. (a) The Current Assets Grantors shall establish, subject to the control of the Collateral Agent pursuant to the New Control Agreements, a system of lockboxes and related Deposit Accounts (the "Lockbox System"). Each Current Assets Grantor agrees that it shall have no Deposit Accounts other than (a) Deposit Accounts in the Lockbox System, (b) Excluded Operating Accounts and (c) Local Collection Accounts. Each Current Assets Grantor further agrees (i) to execute and deliver, and to cause the Deposit Account Institution at which any Deposit Account (other than an Excluded Operating Account or a Local Collection Account) is maintained to promptly execute and deliver a New Control Agreement as promptly as reasonably practicable following (and in any event, no later than 60 days following) the Closing Date, (ii) to notify and direct promptly each Account Debtor and every other Person obligated to make payments on Accounts or in respect of any Inventory to make all such payments directly to one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company's retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes,
(iii) to use all reasonable efforts to cause each such Account Debtor and other Person to make all payments with respect to Accounts and Inventory directly to one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company's retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes and (iv) promptly to deposit all payments received by it on account of Accounts and Inventory, whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, in one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company's retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes in the form in which received (but with any endorsements of such Current Assets Grantor necessary for deposit or collection). Effective upon notice to the Company after the occurrence and during the continuance of an Event of Default at any time after the Senior Payment in Full shall have occurred, the RBC Deposit Account and each Deposit Account (other than Excluded Operating Accounts and Local Collection Accounts) will, without further action on the part of any Current Assets Grantor or the Collateral Agent, convert into a closed lockbox account under the sole dominion and control of the Collateral Agent in which all funds are held subject to the rights of the Collateral Agent hereunder. Without the prior written consent of the Collateral Agent, no Current Assets Grantor shall, in a manner adverse to the Secured Parties, change the general instructions given to Account Debtors in respect of payments to be deposited in the Lockbox System. Effective upon the occurrence of the Senior Payment in Full, each Current Assets Grantor irrevocably authorizes the Collateral Agent, upon the occurrence of an Event of Default, to deliver a Control Notice under each New Control Agreement. The Collateral Agent agrees with each Current Assets Grantor that the Collateral Agent shall not give any instructions pursuant to any New Control Agreement terminating such New Control Agreement or the right of such Current Assets Grantor to make withdrawals from any Deposit Account in the Lockbox System unless an Event of Default shall have occurred and be continuing or, after giving effect to any withdrawal, would occur. After the Senior Payment in Full shall have occurred and be continuing, the Company shall ensure that the aggregate amount contained in all Local Collection Accounts taken together shall not at any time exceed the greater of (i) the last amount determined by the Credit Agent prior to the Senior Payment in Full and (ii) $150,000,000.

(b) In the event that all of the US Facilities Obligations (as defined in the Intercreditor Agreement) have been paid in full and any commitment to extend credit that would constitute US Facilities Obligations shall have been terminated and Designated Senior Obligations (as defined in the Intercreditor Agreement) remain outstanding, each Current Assets Grantor agrees to use commercially reasonable efforts to cause any lockbox agreements entered into with the collateral agents on behalf of the holders of such Designated Senior Obligations to be substantially in the form of the New Control Agreements.

SECTION 4.08. Insurance. The Company shall, on or promptly after the Closing Date, cause the Collateral Agent to be named as loss payee on all property insurance maintained in respect of the Collateral.

SECTION 4.09. Liens. The Company shall, as soon as practicable after the Closing Date, and in any event within 45 days after the Closing Date, deliver an Officer's Certificate to the Collateral Agent stating that the lien searches in the counties specified in Schedule V have not revealed any Liens (other than (i) Liens existing on the Closing Date and set forth on Schedule 4 to the Note Purchase Agreement, (ii) Permitted Collateral Liens (other than those specified in Section (4) of the definition thereof) and (iii) Liens which have been satisfied or discharged).

ARTICLE V

Other Pledges, Mortgage and Other Security Interests

SECTION 5.01. Summary of Certain Other Security Documents. In addition to the security interests created under Articles III and IV the parties acknowledge that:

(a) Certain Other Collateral Grantors are entering into the Foreign Pledge Agreements with respect to the Foreign Subsidiaries listed in Schedule III, and may in the future enter into additional Foreign Pledge Agreements, under which they are pledging Equity Interests in Foreign Subsidiaries owned by them to secure the Note Obligations and the Designated Pari Passu Obligations, on an equal and ratable basis, and the Collateral Agent Obligations.

(b) The Company is entering into the Mortgage under which it is mortgaging the Company's corporate headquarters in Akron, Ohio and interests in the corporate headquarters owned by it to secure the Note Obligations and the Designated Pari Passu Obligations, on an equal and ratable basis, and the Collateral Agent Obligations.

(c) Certain Current Assets Grantors that are organized under the laws of Canada or one or more provinces thereof are entering into the Canadian Security Agreements, under which they are creating security interests in the Current Assets Collateral and the Canadian Intellectual Property Collateral owned by them to secure the Note Obligations and the Designated Pari Passu Obligations, on an equal and ratable basis, and the Collateral Agent Obligations.

(d) The Master Guarantee and Collateral Agreement creates security interests in the Collateral to secure the European Facilities Revolving Obligations (as defined in the European Facilities Agreement) on an equal and ratable basis with the Obligations (other than with respect to that portion of the Collateral consisting of the Company's equity interests in Luxembourg Finance which secures the European Facility Revolving Obligations on a priority basis).

SECTION 5.02. Other Security Documents Subject to this Agreement. (a) The parties to the Noteholder Documents shall observe the following provisions: (i) the provisions of Section 6.03 (governing the distribution of the proceeds realized from the exercise of remedies under the Security Documents); (ii) the provisions of Article VIII (governing the manner in which Acts of the Secured Parties are to be evidenced and the manner in which the amounts of the Obligations at any time are to be determined); (iii) the provisions of Articles IX and X (relating to the duties and responsibilities of the Collateral Agent); and (iv) the provisions of Section 13.12 (providing for releases of Collateral securing the Obligations).

(b) The Mortgage shall contain a provision substantially to the effect set forth below and satisfactory to the Collateral Agent and its counsel:

"THIS AGREEMENT AND THE PLEDGES, SECURITY INTERESTS AND OTHER LIENS AND CHARGES CREATED HEREBY ARE SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE COLLATERAL AGREEMENT DATED AS OF MARCH 12, 2004, AMONG THE GOODYEAR TIRE & RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY IDENTIFIED AS GRANTORS THEREIN, AND WILMINGTON TRUST COMPANY, AS COLLATERAL AGENT, AND ANY PROVISION OF THIS AGREEMENT THAT IS INCONSISTENT WITH THE PROVISIONS OF SUCH COLLATERAL AGREEMENT SHALL BE DEEMED FOR ALL PURPOSES TO HAVE BEEN AMENDED TO CONFORM IN ALL RESPECTS TO SUCH PROVISIONS."

(c) In the event of any conflict or inconsistency between any provision of this Agreement and any Other Security Documents, the provisions of this Agreement shall govern, and the terms of any such Other Security Documents shall be deemed for all purposes to have been amended to conform in all respects to the provisions of this Agreement.

ARTICLE VI

Remedies

SECTION 6.01. Remedies Upon Default. Subject to Section 9.02 hereof, upon the occurrence and during the continuance of an Event of Default and the receipt by the Collateral Agent of a written notice by (A) each of (x) the Trustee (if there is an Event of Default under the Indenture) and (y) each other Representative (if there is an Event of Default under the applicable Designated Pari Passu Obligations Governing Document) or (B) holders of at least 25% in aggregate principal amount of the outstanding (x) Notes (if there is an Event of Default under the Indenture) and (y) Designated Pari Passu Obligations (to the extent that there is an Event of Default under the applicable Designated Pari Passu Obligations Governing Document) instructing it to exercise remedies, to the extent permitted by law (a) the Collateral Agent may demand that each Grantor deliver each item of Collateral owned or held by it to the Collateral Agent, and each Grantor agrees so to deliver all such Collateral, and (b) the Collateral Agent shall have the right to take any of or all the following actions at the same or different times with respect to any Collateral: (i) with respect to any Collateral consisting of Intellectual Property, on demand, to cause its security interest in such Collateral to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent, or to grant any license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, with respect to any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (ii) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons

who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall (to the extent permitted by law) hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

In the case of any Collateral that constitutes Article 9 Collateral, the Collateral Agent shall give the applicable Grantors 10 days' written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to any Noteholder Document, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor (to the extent permitted by law). For purposes hereof, a written agreement to purchase any Collateral or portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations secured by the Collateral paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose any Noteholder Document and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

SECTION 6.02. Exercise of Remedies under Other Security Documents. The Collateral Agent shall also have the right to exercise remedies provided for in each Noteholder Document upon the occurrence and during the continuance of an Event of Default and the receipt by the Collateral Agent of a

written notice by (A) each of (x) the Trustee (if there is an Event of Default under the Indenture) and (y) each Representative (if there is an Event of Default under the applicable Designated Pari Passu Obligations Governing Document) or (B) holders of at least 25% in aggregate principal amount of the outstanding (x) Notes (if there is an Event of Default under the Indenture) and
(y) Designated Pari Passu Obligations (to the extent that there is an Event of Default under the applicable Designated Pari Passu Obligations Governing Document) instructing it to exercise remedies.

SECTION 6.03. Application of Proceeds. (a) Unless otherwise required by applicable law, the Collateral Agent shall apply the proceeds of the collection or sale of any Collateral securing any Obligations, including any Collateral consisting of cash, as follows:

FIRST, to the payment of all fees, costs and expenses due to or incurred by the Collateral Agent in connection with such collection or sale or otherwise due to or incurred in connection with this any Noteholder Document, the Intercreditor Agreement or any Designated Pari Passu Obligations Governing Documents, or otherwise in connection with any of such Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under the Indenture or under any Designated Pari Passu Obligations Governing Documents on behalf of any Grantor and any other fees, costs or expenses incurred in connection with the exercise of any right or remedy hereunder or otherwise in connection herewith or under any Noteholder Document, the Intercreditor Agreement or any Designated Pari Passu Obligations Governing Documents (in each case, insofar as they relate to such Obligations) at the direction or for the benefit of holders of such Obligations;

SECOND, to the payment of all other Obligations secured by such Collateral on an equal and ratable basis to the extent and in the manner provided in the Indenture and the Designated Pari Passu Obligations Governing Documents; and

THIRD, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 6.04. Grant of License to Use Intellectual Property.
(a) Each Grantor hereby grants to the Collateral Agent, to the extent necessary to enable the Collateral Agent to exercise rights and remedies under the Noteholder Documents at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, to the extent and only to the extent such license would not violate or result in a default under any license or other agreement, whether express or implied, between the Grantor and any Person other than a Wholly Owned Subsidiary as defined in the Indenture. The rights of the Collateral Agent under such license may be exercised, at the option of the Collateral Agent, solely upon the occurrence and during the continuation of

an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of any Event of Default.

(b) Notwithstanding any other provision contained in this Agreement, any security interest granted hereunder in any Collateral consisting of Intellectual Property to secure the Obligations shall be subject to the license granted under the preceding paragraph (a), as such license may be exercised for the benefit of the Secured Parties, and any sale or transfer of Collateral consisting of Intellectual Property upon any exercise of remedies under this Agreement shall be made expressly subject to such license.

SECTION 6.05. Securities Act. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the "Federal Securities Laws") with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

SECTION 6.06. Registration. Each Grantor agrees that, upon the occurrence and during the continuance of an Event of Default, if for any reason the Collateral Agent desires to sell any of the Pledged Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Collateral under applicable law. Each Grantor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses of the Collateral Agent's legal counsel and agents), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus

(or any amendment or supplement thereto) or in any notification or offering circular relating to the offering for sale of any Pledged Collateral, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Grantor or the issuer of such Pledged Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Grantor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Collateral to qualify, file or register, any of the Pledged Collateral under the Blue Sky or other securities laws of such jurisdictions as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Grantor will bear all costs and expenses of carrying out its obligations under this Section. Each Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this
Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section may be specifically enforced.

ARTICLE VII

Indemnity, Subrogation and Subordination

SECTION 7.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 7.03), the Company agrees that in the event any assets of any Grantor shall be sold pursuant to any Noteholder Document to satisfy in whole or in part an Obligation of the Company, the Company shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

SECTION 7.02. Contribution and Subrogation. Each Grantor other than the Company (a "Contributing Party") agrees (subject to Section 7.03) that, in the event assets of any other Grantor (other than the Company) shall be sold pursuant to any Security Document to satisfy Obligations and such other Grantor (the "Claiming Party") shall not have been fully indemnified by the Company as provided in Section 7.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party and the denominator shall be the aggregate net worth of all the Grantors, other than the Company, that have granted Liens to secure the Obligations. For the purposes of the previous sentence, the net worth of each Grantor shall be determined on the Effective Date (or, in the case of any Grantor becoming a Grantor after the date hereof, the date on which such Grantor shall have become a Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section shall be subrogated to the rights of such Claiming Party under Section 7.01 to the extent of such payment.

SECTION 7.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors under Sections 7.01 and 7.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the payment in full in cash of the Obligations, and no Grantor shall seek to enforce any of such rights until the Obligations have been paid in full. No failure on the part of any Grantor to make the payments required by Sections 7.01 and 7.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.

(b) To the fullest extent permitted under law, each Grantor hereby agrees that all Indebtedness (as defined in the Indenture) and other monetary obligations owed by it to any other Grantor or any other Subsidiary shall be fully subordinated to the payment in full in cash of the Obligations.

ARTICLE VIII

Acts of Secured Parties;
Amounts of Obligations

SECTION 8.01. Acts of Secured Parties. Any request, demand, authorization, direction, notice, consent, waiver or other action permitted or required by this Agreement to be given or taken by any Secured Party (other than the Collateral Agent) may be, and at the request of the Collateral Agent shall be, embodied in and evidenced by one or more instruments reasonably satisfactory in form and substance to the Collateral Agent and signed by such Secured Party, acting individually or on behalf of the applicable Secured Parties, as the case may be, and, except as otherwise expressly provided in any such instrument, any such action shall become effective when such instrument or instruments shall have been delivered to the Collateral Agent as provided herein. The instrument or instruments evidencing any action (and the action embodied therein and evidenced thereby) are sometimes referred to herein as an "Act" of the persons signing such instrument or instruments. All Acts hereunder on the part of (i) any holders of Note Obligations (other than the Collateral Agent) shall be taken on their behalf by the Trustee and (ii) any holder of Designated Pari Passu Obligations (other than the Collateral Agent) shall be taken on their behalf by the applicable Representative. The Collateral Agent shall be entitled to rely absolutely upon an Act of the Trustee or Representative if such Act purports to be taken by or on behalf of the holders of Note Obligations or Designated Pari Passu Obligations, as applicable (in each case, other than the Collateral Agent), and nothing in this Section or elsewhere in this Agreement shall be construed to require such Trustee or any Representative of the holders of Designated Pari Passu Obligations, as applicable, to demonstrate that it has been authorized by the holders of Note Obligations or Designated Pari Passu Obligations, as applicable (in each case, other than the Collateral Agent) thereunder to take any action that it purports to be taking, the Collateral Agent being entitled to rely conclusively without any independent investigation whatsoever, and being fully protected in so relying, on any Act of such Trustee or Representative.

SECTION 8.02. Determination of Amounts of Obligations and Existence of Events of Default; Acceleration. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations or the existence of any Event of Default for any purposes of this Agreement, it shall request written certification of such existence or amount from the Trustee or the Representatives, as the case may be, and shall be entitled to make such determination, and to rely thereon, on the basis of such certification alone; provided, however, that if, notwithstanding the request of the Collateral Agent, the Trustee or the Representatives, as the case may be, shall fail or refuse reasonably promptly to certify as to the existence or amount of any Obligation or the existence of any Event of Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Company, any other Grantor, any other Secured Party or any other person as a result of such determination.

ARTICLE IX

Duties of Collateral Agent

SECTION 9.01. Notices to Trustee and Representatives. The Collateral Agent shall promptly notify the Trustee and the Representatives of any Designated Pari Passu Obligations in the event it shall receive (a) any notice of an Event of Default under the Indenture or (b) any instructions given by the Trustee or any Representative to commence the exercise of remedies under Article VI.

SECTION 9.02. Actions Under this Agreement. (a) The Collateral Agent shall not be obligated to take any action under any Noteholder Document except for the performance of such duties as are specifically set forth herein and therein. Subject to the provisions of Article X of this Agreement and to the succeeding provisions of this Section, the Collateral Agent shall take such actions, and only such actions, under the Noteholder Documents with respect to any Collateral as are requested by (A) each of (x) the Trustee (if there is an Event of Default under the Indenture) and (y) each Representative (if there is an Event of Default under the applicable Designated Pari Passu Obligations Governing Document) or (B) holders of at least 25% in aggregate principal amount of the outstanding (x) Notes (if there is an Event of Default under the Indenture) and (y) Designated Pari Passu Obligations (to the extent that there is an Event of Default under the applicable Designated Pari Passu Obligations Governing Document), and as are not inconsistent with or contrary to the provisions of any Noteholder Document or any Designated Pari Passu Obligations Governing Document, as well as ministerial and/or administrative actions required or permitted by any Noteholder Document. The Trustee and the Representatives of the holders of Designated Pari Passu Obligations shall have the right to initiate the exercise of remedies with respect to the Collateral and shall jointly control the manner of the exercise of such remedies. Therefore, in the event the Trustee or any Representative of the holders of Designated Pari Passu Obligations notifies the Collateral Agent and the Trustee and/or the other Representatives of the holders of Designated Pari Passu Obligations, as the case may be, of its desire to commence the exercise of remedies and/or to foreclose on specified Collateral, the Trustee and the Representatives of the holders of Designated Pari Passu Obligations shall promptly confer to determine the manner in which the Collateral Agent should proceed. The Trustee and the Representatives of the holders of Designated Pari Passu Obligations, acting in good faith, shall use their best efforts to reach agreement on such matters so that one or more remedies (which shall include foreclosure on such Collateral if requested in such notification) will be exercised reasonably promptly after such notification.

In connection with the foregoing, none of the Trustee or the Representatives of the Designated Pari Passu Obligations will give instructions to the Collateral Agent with the intent of preventing, hindering or delaying the exercise of any remedies requested by the Trustee or any Representative of the holders of Designated Pari Passu Obligations.

ARTICLE X

Concerning the Collateral Agent

SECTION 10.01. Limitations on Responsibility of Collateral Agent. The Collateral Agent shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained in any Noteholder Document. The Collateral Agent makes no representation as to the value or condition of the Collateral or any part thereof, as to the title of any Grantor to the Collateral, as to the security afforded by any Noteholder Document, as to the validity, execution, enforceability, legality or sufficiency of any Noteholder Document or any other document or instrument referred to or provided for herein, or as to the perfection of any security interests granted

pursuant to any of the foregoing documents or instruments and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise for the maintenance of the Collateral, except as provided in the immediately following sentence when the Collateral Agent has possession or control of the Collateral. Except as otherwise provided herein, the Collateral Agent shall have no duty to the Grantors or to the Secured Parties as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such Collateral the same care that it normally accords to its own assets and the duty to account for moneys received by it. The Collateral Agent shall not be required to ascertain or inquire as to the performance by any Grantor of any of the covenants or agreements contained herein or in any other agreement. Neither the Collateral Agent nor any officer, agent or representative thereof shall be liable for any action taken or omitted to be taken by any such person in connection with any Noteholder Document or the Intercreditor Agreement except for such person's own gross negligence or willful misconduct (it being understood that any action taken in accordance with the terms of any Noteholder Document or the Intercreditor Agreement by the Collateral Agent or any such officer, agent or representative at the direction or instruction of the Trustee or the Representatives or the holders of at least 25% of the aggregate principal amount of (x) the Notes and (y) any Designated Pari Passu Obligations in accordance with the terms of this Agreement (or not taken, in the absence of any such directions or instructions) shall not constitute gross negligence or willful misconduct). Neither the Collateral Agent nor any officer, agent or representative thereof shall be liable for any action taken by any such person in accordance with any notice given by the Trustee and the Representatives or the holders of at least 25% in aggregate principal amount of the (x) Notes and (y) any Designated Pari Passu Obligations, even if, at the time such action is taken by any such Person, the Trustee and the Representatives or holders of at least 25% in aggregate principal amount of the
(x) Notes and any (y) Designated Pari Passu Obligations, which gave the notice to take such action shall no longer be the Trustee and the Representatives or the holders of at least 25% in aggregate principal amount of the (x) Notes and
(y) any Designated Pari Passu Obligations. The Collateral Agent may execute any of the powers granted under this Agreement and perform any duty hereunder either directly or by or through agents, accountants, appraisers, attorneys-in-fact or other experts.

SECTION 10.02. Reliance by Collateral Agent; Indemnity Against Liabilities, etc. (a) Whenever in the performance of its duties under any Noteholder Document the Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Grantor or any other person in connection with the taking, suffering or omitting of any action hereunder by the Collateral Agent, such matter may be conclusively deemed to be proved or established by a certificate executed by an officer of such Person which is believed by the Collateral Agent to be genuine and to have been signed or sent by the proper Person or a written opinion from legal counsel acceptable to the Collateral Agent, and the Collateral Agent shall have no liability with respect to any action taken, not taken, suffered or omitted in reliance thereon.

(b) The Collateral Agent may consult with counsel and shall not incur any liability in taking or not taking any action under any Noteholder Document in good faith in accordance with any advice of such counsel. The Collateral Agent shall have the right but not the obligation at any time to seek instructions concerning the administration of any Noteholder Document, the duties created hereunder or the Collateral from the Trustee or any Representative or any court of competent jurisdiction.

(c) The Collateral Agent shall not incur any liability in relying upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order or other paper or document which it in good faith believes to be genuine and to have been signed or presented by the proper party. The Collateral Agent may conclusively rely, as to the truth of the statements and the

correctness of the opinions expressed therein, upon any certificate or opinions that are believed by the Collateral Agent to be genuine and signed or furnished by the proper Person furnished to the Collateral Agent in connection with any Noteholder Document.

(d) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Agent shall have received written notice thereof from the Trustee or a Representative, as the case may be. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a notice which is believed by the Collateral Agent to be genuine and to have been signed or sent by the proper Person to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any such notice so furnished to it.

(e) If the Collateral Agent has been requested to take any specific action by the Trustee or any Representative pursuant to any provision of any Noteholder Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by such Noteholder Document or expend any funds in the manner so requested unless it shall have been provided indemnity by the Secured Parties on whose behalf such request shall have been made reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction.

(f) In the event there is any disagreement between the parties to any Noteholder Document resulting in any claims being made in connection with or otherwise giving rise to any dispute relating to the Collateral held by the Collateral Agent, and the terms of the Noteholder Documents do not unambiguously mandate the action the Collateral Agent is to take or not to take in connection therewith under the circumstances then existing, or the Collateral Agent is in doubt as to what action it is required to take or not to take, it shall be entitled to refrain from taking any action until directed otherwise in writing by (i) a request signed by or on behalf of the holders of at least 25% in aggregate principal amount of the outstanding Notes and Designated Pari Passu Obligations, taken together (or, if conflicting instructions are received from different holders of at least such amount, then the holders of a greater percentage of the aggregate principal amount of the outstanding Notes and Designated Pari Passu Obligations, taken together) or (ii) order of a court of competent jurisdiction.

(g) No direction given to the Collateral Agent by any party which imposes, purports to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability not set for in or arising under the Indenture or any Noteholder Document accepted by the Collateral Agent, or any amendment, supplement or other modification to the Indenture or any other Noteholder Document adverse to the rights and obligations of the Collateral Agent, shall be binding upon the Collateral Agent unless the Collateral Agent elects, at its sole option, to accept such direction or any such amendment, supplement or modification.

(h) Without prejudice to the provisions of this Article X, the Trustee hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as Collateral Agent) to act as the person holding the power of attorney (in such capacity, the "fonde de pouvoir") of the Trustee as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties which are conferred upon the fonde de pouvoir under any hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, the Trustee hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as Collateral Agent) (in such capacity, the "Custodian") to act as agent and custodian for and on behalf of the Trustee to hold and to be the sole registered holder of any debenture which may be issued under any hypothec, the whole notwithstanding Section 32 of the Act respecting the special powers of legal persons (Quebec) or

any other applicable law. In this respect, (i) the Custodian shall keep a record indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture and owing to the Trustee (all of which information shall be certified in writing to the Custodian by the Trustee upon request of the Custodian, and the Custodian shall be fully protected in conclusively relying thereon), and (ii) the Trustee will be entitled to the benefits of any charged property covered by any hypothec and will participate in the proceeds of realization of any such charged property, the whole in accordance with the terms hereof.

(i) Each of the fonde de pouvoir and the Custodian shall (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to fonde de pouvoir and the Custodian (as applicable) with respect to the charged property under any hypothec, any debenture or pledge thereof relating to any hypothec, applicable laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Collateral Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Trustee, and (c) be entitled to delegate from time to time any of its powers or duties under any hypothec, any debenture or pledge thereof relating to any hypothec, applicable laws or otherwise and on such terms and conditions as it may determine from time to time. Any person who becomes a Trustee shall be deemed to have consented to and confirmed: (y) the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Trustee, all actions taken by the fonde de pouvoir in such capacity, (z) the Custodian as the agent and custodian as aforesaid and to have ratified, as of the date it becomes a Trustee, all actions taken by the Custodian in such capacity.

SECTION 10.03. Appointment, Resignation and Removal of the Collateral Agent. The Collateral Agent hereby accepts its appointment as the Collateral Agent pursuant to the Indenture and agrees to serve as the Collateral Agent until the Collateral Agent is removed or resigns. The Collateral Agent may at any time, by giving 30 days' prior written notice to the Company, the Trustee and the Representatives of the holders of the Designated Pari Passu Obligations, resign and be discharged from the responsibilities created under any Noteholder Document, such resignation to become effective upon the appointment of a successor by the Trustee with, so long as no Event of Default has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld) and the acceptance of such appointment by such successor. If no successor shall be appointed and approved within 30 days after the date of any such resignation, the Collateral Agent may apply to any court of competent jurisdiction to appoint a successor to act until a successor shall have been appointed as above provided or may, on behalf of the Secured Parties, appoint a successor Collateral Agent which shall be a bank with an office in New York, New York having a combined capital and surplus of at least $50,000,000.

SECTION 10.04. Expenses and Indemnification. By accepting the benefits of this Agreement, each of the Noteholders and the holders of Designated Pari Passu Obligations severally agrees (i) to pay and reimburse the Collateral Agent, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Notes and Designated Pari Passu Obligations, of such Secured Party and the other applicable Secured Parties), of any fees and expenses referred to in the Intercreditor Agreement or any Noteholder Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Agent in connection with the performance of its duties hereunder, the administration of any Security Documents and the enforcement and protection of the rights of the Collateral Agent and the Secured Parties which shall not have been paid or reimbursed by the Company or any other Grantor or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Agent and its Affiliates and their respective directors, officers, employees, agents and attorneys (each, an "Indemnified Party"), on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages,

penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Agent in connection with the execution, delivery, performance, preparation and administration of the Intercreditor Agreement or any Noteholder Documents or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or any other Grantor or paid from the proceeds of Collateral as provided herein; provided, in each case, that no Secured Party shall be liable to any Indemnified Party for any portion of such expenses, liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Person as determined by a court of competent jurisdiction.

ARTICLE XI

Designated Pari Passu Obligations

SECTION 11.01. Designation. The Company may from time to time, subject to any limitations contained in any existing Designated Pari Passu Obligations Governing Documents and the Indenture, designate additional obligations of the Company or any of its Subsidiaries (the "Designated Pari Passu Obligations") that are, or are to be, secured, on an equal and ratable basis with the Note Obligations, by Liens on any Collateral by delivering to the Collateral Agent, the Trustee and each Representative of holders of Designated Pari Passu Obligations a notice:

(i) describing the obligations being designated as Designated Pari Passu Obligations, and including a statement of the maximum aggregate outstanding principal amount of such obligations;

(ii) listing the Designated Pari Passu Obligations Governing Documents under which such Designated Pari Passu Obligations are issued or incurred, and attaching copies of such Designated Pari Passu Obligations Governing Documents;

(iii) appointing the Collateral Agent as collateral agent with respect to such Designated Pari Passu Obligations, and identifying any Representative of the holders of such Designated Pari Passu Obligations;

(iv) certifying that the incurrence of such Designated Pari Passu Obligations, the creation of the Liens securing such Designated Pari Passu Obligations and the designation of such Designated Pari Passu Obligations as Designated Pari Passu Obligations hereunder do not violate or result in the Indenture or any other Designated Pari Passu Obligations Governing Documents;

(v) certifying that the Designated Pari Passu Obligations Governing Documents governing such Designated Pari Passu Obligations contain provisions under which the related Designated Pari Passu Obligations Secured Parties agree, or are deemed to agree, to be bound by the provisions of this Agreement; and

(vi) attaching a fully executed Accession Agreement under which the Representative of the holders of the Designated Pari Passu Obligations shall become a party this Agreement and appoint the Collateral Agent as collateral agent with respect to such Designated Pari Passu Obligations.

Upon the delivery of such notice and the related attachments as provided above, the obligations designated in such notice shall become Designated Pari Passu Obligations for all purposes of

this Agreement. Notwithstanding any other provision contained in this Section or elsewhere in this Agreement, no obligation shall constitute a Designated Pari Passu Obligation if the incurrence of such obligation, the creation of the Liens securing such obligation or the designation of such obligation as a Designated Pari Passu Obligation hereunder would violate or result in a default under any provision of the Indenture or any existing Designated Pari Passu Obligations Governing Document.

ARTICLE XII

Subordination of Intercompany Indebtedness

SECTION 12.01. Subordination. To the fullest extent permitted under law, the Company and each other Grantor hereby agrees that all Intercompany Indebtedness owed to it by any Intercompany Obligor is hereby expressly subordinated, to the extent and in the manner set forth in this Article XII, to the payment in full in cash of all Obligations of such Intercompany Obligor.

SECTION 12.02. Dissolution or Insolvency. Upon any dissolution, winding up, liquidation or reorganization of any Intercompany Obligor, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or otherwise, or upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of any Intercompany Obligor, or otherwise:

(a) the applicable Secured Parties shall, as between such Secured Parties and the Company or any other Grantor, first be entitled to receive payment in full in cash of the Obligations of such Intercompany Obligor in accordance with the terms of such Obligations before the Company or such Grantor shall be entitled to receive any payment on account of the Intercompany Indebtedness of such Intercompany Obligor, whether as principal, interest or otherwise; and

(b) any payment by, or distribution of the assets of, such Intercompany Obligor of any kind or character, whether in cash, property or securities, to which the Company or any other Grantor would be entitled except for the provisions of clause (a) above shall, upon receipt by the Company or such Grantor, be held in trust (or in a compte de sequestre, if applicable) for the applicable Secured Parties and promptly paid or delivered directly to the Collateral Agent for the benefit of such Secured Parties to the extent necessary to make payment in full in cash of all such Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to such Secured Parties in respect of such Obligations.

SECTION 12.03. Subrogation. Subject to (and only upon) the prior payment in full in cash of all the Obligations of any Intercompany Obligor, the Company or any other Grantor holding Intercompany Indebtedness of such Intercompany Obligor shall be subrogated to the rights of the applicable Secured Parties to receive payments or distributions in cash, property or securities applicable to such Obligations until all amounts owing on the Intercompany Indebtedness of such Intercompany Obligor shall be paid in full, and as between and among such Intercompany Obligor, its creditors (other than its Secured Parties) and the Company or any other Grantor holding Intercompany Indebtedness of such Intercompany Obligor, no such payment or distribution made to the Secured Parties by virtue of this Agreement that otherwise would have been made to the Company or any other Grantor in respect of such Intercompany Indebtedness shall be deemed to be a payment by such Intercompany Obligor on account of such Intercompany Indebtedness.

SECTION 12.04. Other Creditors. Nothing contained in this Article is intended to or shall impair, as between and among any Intercompany Obligor, its creditors (other than the Secured

Parties) and the Company or any other Grantor holding Intercompany Indebtedness of such Intercompany Obligor, the obligations of such Intercompany Obligor to pay its Intercompany Indebtedness as and when the same shall become due and payable in accordance with the terms thereof, or affect the relative rights of the Company or any other Grantor holding Intercompany Indebtedness of such Intercompany Obligor and the creditors of such Intercompany Obligor (other than the Secured Parties).

SECTION 12.05. No Waiver. No right of any Secured Party to enforce this Article shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of any of the Collateral Agent, the other Secured Parties, or any Intercompany Obligor, or by any noncompliance by any Intercompany Obligor with the terms, provisions and covenants contained in any Noteholder Document or any Designated Pari Passu Obligations Governing Document, and the Secured Parties are hereby expressly authorized to extend, renew, increase, decrease, modify or amend the terms of the Obligations or any security therefor, and to release, sell or exchange any such security and otherwise deal freely with any Intercompany Obligor, all without notice to or consent of the Company or any other Grantor and without affecting the liabilities and obligations of the parties hereto.

SECTION 12.06. Obligations Hereunder Not Affected. (a) All rights and interests of the Secured Parties under this Article, and all agreements and obligations of the Company and each other Grantor under this Article, shall remain in full force and effect irrespective of:

(i) any lack of validity or enforceability any Noteholder Document or any Designated Pari Passu Obligations Governing Document;

(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or consent to departure from any Noteholder Document or any Designated Pari Passu Obligations Governing Document;

(iii) any exchange, release or nonperfection of any security interest in any Collateral, in respect of all or any of the Obligations; or

(iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor in respect of Obligations or of the Company or any Grantor in respect of the agreements contained in this Article.

(b) The agreements contained in this Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Obligations or any part thereof is rescinded or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made.

(c) The Company and each Grantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor hereunder, from time to time to (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of, the Obligations or any part thereof and (ii) exercise or refrain from exercising any rights against any Intercompany Obligor or any other Person.

ARTICLE XIII

Miscellaneous

SECTION 13.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be given as provided in the Indenture and the Designated Pari Passu Obligations Governing Documents. All communications and notices hereunder to any Grantor other than the Company shall be given to it in care of the Company as provided in the Indenture.

SECTION 13.02. Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any Secured Party in exercising any right or power hereunder or under the Indenture or any Designated Pari Passu Obligations Governing Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent and the Secured Parties hereunder and under the Indenture and the Designated Pari Passu Obligations Governing Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Indenture Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, no issuance of Additional Notes under the Indenture or Designated Pari Passu Obligations shall be construed as a waiver of any default hereunder, regardless of whether the Collateral Agent or any Secured Party may have had notice or knowledge of such default at the time. No notice or demand on any Indenture Party in any case shall entitle such Indenture Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Indenture Party or Indenture Parties and the Designated Pari Passu Obligations Secured Parties (or the Representatives thereof) with respect to which such waiver, amendment or modification is to apply, subject to any consent required under the Indenture or any Designated Pari Passu Obligations Governing Documents.

SECTION 13.03. Collateral Agent's Fees and Expenses; Indemnification. (a) The Company agrees to pay the Collateral Agent for its services rendered hereunder the fees described in the separate fee letter between the Company and the Collateral Agent, and to pay all fees and expenses incurred by the Collateral Agent in connection with the performance of its duties and enforcement of its rights hereunder and otherwise in connection with the preparation, operation, administration and enforcement of this Agreement, including, without limitation, reasonable attorney's fees and expenses and other reasonable and related expenses incurred by the Collateral Agent.

(b) Each Grantor, to the fullest extent permitted under law, jointly and severally agrees to indemnify the Collateral Agent, its Affiliates and their respective officers, directors, employees, agents and representatives (the "Indemnified Parties") against, and hold each Indemnified Party harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, charges and disbursements of any counsel for any Indemnified Party, incurred by or asserted against any Indemnified Party arising out of the execution, delivery or performance of this Agreement or any agreement or instrument referred to herein or contemplated hereby and the enforcement and protection of the rights of the Collateral Agent thereunder or any claim, litigation, investigation or proceeding relating to any of the foregoing or to the Collateral, whether or not any Indemnified Party is a party thereto; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such

losses, claims, damages, liabilities or related expenses shall have resulted from the gross negligence or willful misconduct of such Indemnified Party as determined by a court of competent jurisdiction.

(c) The provisions of this Section shall remain operative and in full force and effect regardless of the termination of any Noteholder Documents or any Designated Pari Passu Obligations Governing Documents, the consummation of the transactions contemplated hereby, the repayment of any of the Obligation, the invalidity or unenforceability of any term or provision of any Noteholder Documents or any Designated Pari Passu Obligations Governing Documents, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 13.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 13.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Indenture Parties in the Indenture, in the Designated Pari Passu Obligations Governing Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to the Noteholder Documents or the Designated Pari Passu Obligations Governing Documents shall be considered to have been relied upon by the Secured Parties and shall survive the execution and delivery of the Noteholder Documents and the Designated Pari Passu Obligations Governing Documents and the Designated Pari Passu Obligations, regardless of any investigation made by any Secured Party or on its behalf and notwithstanding that (i) the Collateral Agent, or any Noteholder or (ii) the Collateral Agent or any holder of Designated Pari Passu Obligations, may have had notice or knowledge of an Event of Default or incorrect representation or warranty at the time any Notes are issued under the Noteholder Documents or the Designated Pari Passu Obligations are issued, as the case may be, and shall, subject to Section 13.12, continue in full force and effect as long as the principal of or any accrued interest on any Notes or Designated Pari Passu Obligations, as the case may be, or any fee or any other amount payable under the Indenture or the Designated Pari Passu Governing Documents, as the case may be, is outstanding and unpaid.

SECTION 13.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in this Section. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective (i) as to any Indenture Party when a counterpart hereof executed on behalf of such Indenture Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent and (ii) as to any Designated Pari Passu Obligations Secured Party when an Accession Agreement executed on behalf of such Designated Pari Passu Obligations Secured Party shall have been delivered to the Collateral Agent and such Accession Agreement shall have been executed on behalf of the Collateral Agent. Thereafter this Agreement shall be binding upon such Indenture Party of Designated Pari Passu Obligations Secured Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Indenture Party, Designated Pari Passu Obligations Secured Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Indenture Party or Designated Pari Passu Obligations Secured Party shall have the right to assign or transfer its rights or obligations hereunder (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement. This Agreement shall be construed as a separate agreement with respect to each Indenture Party or Designated Pari Passu

Obligations Secured Party and may be amended, modified, supplemented, waived or released with respect to any Indenture Party without the approval of any other Indenture Party or Designated Pari Passu Obligations Secured Party and without affecting the obligations of any other Indenture Party or Designated Pari Passu Obligations Secured Party hereunder.

SECTION 13.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 13.08. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to the Noteholder Documents or the Designated Pari Passu Obligations Governing Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Noteholder Document or in any Designated Pari Passu Obligations Governing Document shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to any Noteholder Document or any Designated Pari Passu Obligations Governing Document in the courts of any jurisdiction.

(c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Indenture or any Designated Pari Passu Obligations Governing Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 13.01. Nothing in this Agreement or the Indenture or any Designated Pari Passu Obligation Governing Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 13.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY NOTEHOLDER DOCUMENT OR ANY DESIGNATED PARI PASSU OBLIGATIONS GOVERNING DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,

THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 13.10. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 13.11. Security Interest Absolute. The pledges and security interests created by the Noteholder Documents shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Designated Pari Passu Obligations Governing Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

SECTION 13.12. Termination or Release. The termination of this Agreement and each security interest granted hereby and the release of any Collateral pledged or in which a security interest has been granted hereunder shall be governed by the terms and conditions of the Indenture and any Designated Pari Passu Obligations Governing Document. In connection with any termination or release pursuant to the Indenture or any Designated Pari Passu Obligations Governing Document, the Collateral Agent will execute and deliver to each applicable Grantor, at such Grantor's expense, all documents that such Grantor shall reasonably request to evidence such termination or release.

SECTION 13.13. Additional Grantors. (a) Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in a form agreed to by the Collateral Agent and the Company (an "Additional Subsidiary Agreement"), such Subsidiary shall become a party hereto and a Grantor under the Indenture and any applicable Designated Pari Passu Obligations Governing Document referenced therein to the extent set forth in such Additional Subsidiary Agreement and shall, to the extent applicable, create pledges of and security interests in its assets to secure the Obligations set forth in such Additional Subsidiary Agreement with the same force and effect as if originally named as a Current Assets Grantor and an Other Collateral Grantor herein. At the time any Subsidiary shall become a party to this Agreement as provided in the preceding sentence, the Schedules hereto shall be supplemented as appropriate to reflect the pledges and security interests, as applicable, given or created by such Subsidiary, and such supplemented Schedules shall replace the Schedules that shall therefore have been attached to this Agreement. The execution and delivery of any Additional Subsidiary Agreement and the amendment of the Schedules hereto as above provided shall not require the consent of any other Indenture Party. The rights and obligations of each Indenture Party shall remain in full force and effect notwithstanding the addition of any new Indenture Party as a party to this Agreement.

SECTION 13.14. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest in each case upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall have the

right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent's name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral of such Grantor or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent relating to the Collateral; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct or the breach of such Person of its obligations set forth herein.

SECTION 13.15. Secured Party Obligations. Each Secured Party will perform its obligations and pay all amounts owed by it under the Indenture and the Designated Pari Passu Obligations Governing Documents in accordance with the terms thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

THE GOODYEAR TIRE & RUBBER COMPANY,

by

/s/ D. R. Wells
-----------------------------------
Name:  D. R. Wells
Title: Vice President and Treasurer

WILMINGTON TRUST COMPANY, as
Collateral Agent,

by

/s/ Auita E. Dallago
--------------------------------
Name:  Auita E. Dallago
Title: Senior Financial Services
       Officer

ALLIED TIRE SALES, INC., as a CURRENT
ASSETS GRANTOR and an OTHER COLLATERAL
GRANTOR,

by

/s/ D. R. Wells
--------------------------------
Name:  D. R. Wells
Title: Vice President

BELT CONCEPTS OF AMERICA, INC., as a
CURRENT ASSETS GRANTOR and an OTHER
COLLATERAL GRANTOR,

by

/s/ D. R. Wells
--------------------------------
Name:  D. R. Wells
Title: Vice President

COSMOFLEX, INC., as a CURRENT ASSETS
GRANTOR and an OTHER COLLATERAL
GRANTOR,

by

/s/ D. R. Wells
--------------------------------
Name:  D. R. Wells
Title: Vice President

DAPPER TIRE CO., INC., as a CURRENT
ASSETS GRANTOR and an OTHER COLLATERAL
GRANTOR,

by

/s/ D. R. Wells
--------------------------------
Name:  D. R. Wells
Title: Vice President

DIVESTED COMPANIES HOLDING COMPANY, as
a CURRENT ASSETS GRANTOR and an OTHER
COLLATERAL GRANTOR,

by

/s/ Randall M. Loyd
--------------------------------
Name:  Randall M. Loyd
Title: Vice President

by

/s/ Ronald J. Carr
--------------------------------
Name:  Ronald J. Carr
Title: Vice President

DIVESTED LITCHFIELD PARK PROPERTIES,
INC., as a CURRENT ASSETS GRANTOR and
an OTHER COLLATERAL GRANTOR,

by

/s/ Randall M. Loyd
--------------------------------
Name:  Randall M. Loyd
Title: Vice President

by

/s/ Ronald J. Carr
--------------------------------
Name:  Ronald J. Carr
Title: Vice President

GOODYEAR CANADA INC., as a CURRENT
ASSETS GRANTOR,

by

/s/ Linda Alexander
--------------------------------
Name:  Linda Alexander
Title: Vice President

by

/s/ D. S. Hamilton
--------------------------------
Name:  D. S. Hamilton
Title: Secretary

GOODYEAR FARMS, INC., as a CURRENT
ASSETS GRANTOR and an OTHER COLLATERAL
GRANTOR,

by

/s/ D. R. Wells
--------------------------------
Name:  D. R. Wells
Title: Vice President

GOODYEAR INTERNATIONAL CORPORATION, as
a CURRENT ASSETS GRANTOR and an OTHER
COLLATERAL GRANTOR,

by

/s/ D. R. Wells
--------------------------------
Name:  D. R. Wells
Title: Vice President

THE KELLY-SPRINGFIELD TIRE
CORPORATION, as a CURRENT ASSETS
GRANTOR and an OTHER COLLATERAL
GRANTOR,

by

/s/ D. R. Wells
--------------------------------
Name:  D. R. Wells
Title: Vice President

WINGFOOT COMMERCIAL TIRE SYSTEMS,

LLC., as a CURRENT ASSETS GRANTOR and an OTHER COLLATERAL GRANTOR,

by

/s/ D. R. Wells
--------------------------------
Name:  D. R. Wells
Title: Vice President

WINGFOOT VENTURES EIGHT INC., as a
CURRENT ASSETS GRANTOR and an OTHER
COLLATERAL GRANTOR,

by

/s/ Ronald J. Carr
--------------------------------
Name:  Ronald J. Carr
Title: Vice President

ACCEPTED AND AGREED, SOLELY FOR
PURPOSES OF ARTICLE X:

WELLS FARGO BANK, N.A., individually
and as Trustee,

by

/s/ Michael T. Lechner
--------------------------------
Name:  Michael T. Lechner
Title: Assistant Vice President

EXHIBIT I

FORM OF ACCESSION AGREEMENT

AGREEMENT dated as of [-], among [NAME OF ACCEDING REPRESENTATIVE OF HOLDERS OF
DESIGNATED PARI PASSU OBLIGATIONS] (the "Acceding Representative"), THE GOODYEAR
TIRE & RUBBER COMPANY (the "Company") and WILMINGTON TRUST COMPANY, as
Collateral Agent (the "Collateral Agent").

A. Reference is made to the Collateral Agreement, dated as of March 12, 2004 (the "Collateral Agreement"), among the Company and the Collateral Agent.

B. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Intercreditor Agreement.

C. The Company proposes to issue or incur [describe Designated Pari Passu Obligations] (the "Acceding Obligations"), and the Acceding Representative will serve as Representative for the holders of the Acceding Obligations. The Acceding Obligations are being designated by the Company as Designated Pari Passu Obligations pursuant to Section 11.01 of the Collateral Agreement.

D. The Acceding Representative wishes to appoint the Collateral Agent as Collateral Agent under the Collateral Agreement with respect to the Acceding Obligations.

Accordingly, the Acceding Representative, the Company and the Collateral Agent agree as follows:

SECTION 1. Accession to the Collateral Agreement. The Acceding Representative, on behalf of the holders of the Acceding Obligations hereby (a) becomes a Representative under the Collateral Agreement, (b) accedes and becomes a party thereto and, (b) appoints the Collateral Agent as Collateral Agent thereunder with respect to the Acceding Obligations.

SECTION 2. Acceptance of Appointment. The Collateral Agent hereby accepts its appointment as Collateral Agent for the Acceding Representative on behalf of the holders of Acceding Obligations under the Collateral Agreement.

SECTION 3. Representations and Warranties Acceding Representative. The Acceding Representative represents and warrants that it has the power and authority to enter into this Agreement and has been authorized to do so by the holders of the Acceding Obligations.

SECTION 3. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument.

SECTION 4. Benefit of Agreement. The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and may be enforced by, any party to the Collateral Agreement.

SECTION 5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 13.02 of the Indenture. All communications and notices hereunder to the Acceding Representative shall be given to it at the address set forth under its signature hereto.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

[NAME OF ACCEDING REPRESENTATIVE]

By:_______________________
Name:
Title:

For Notices
Attention of:
Address:
Telecopy No.:

WILMINGTON TRUST COMPANY, AS COLLATERAL AGENT

By:_______________________
Name:
Title:

THE GOODYEAR TIRE & RUBBER COMPANY

By:_______________________
Name:
Title:

EXHIBIT 4.15

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT

dated as of

March 12, 2004,

among

JPMORGAN CHASE BANK,

as Credit Facilities Collateral Agent,

WILMINGTON TRUST COMPANY,

as Initial Junior Indebtedness Collateral Agent

and

THE GOODYEAR TIRE & RUBBER COMPANY

and the Subsidiaries named herein

LIEN SUBORDINATION AND INTERCREDITOR
AGREEMENT dated as of March 12, 2004, among JPMORGAN CHASE BANK, as collateral agent for the Credit Facility Secured Parties referred to herein; WILMINGTON TRUST COMPANY, as collateral agent for the Initial Junior Indebtedness Secured Parties referred to herein; THE GOODYEAR TIRE & RUBBER COMPANY; and the subsidiaries of The Goodyear Tire & Rubber Company named herein.

Reference is made to (a) the Credit Agreements (such term, and each other capitalized term used and not otherwise defined herein, having the meaning assigned to it in Article I), under which the Lenders referred to therein have extended and agreed to extend credit to the Company and certain of its subsidiaries, and (b) the Initial Junior Indebtedness Governing Document, under which the Company proposes to issue the Initial Junior Indebtedness. In consideration of the amendment of the Credit Agreements to permit the issuance of the Initial Junior Indebtedness, the purchase of the Initial Junior Indebtedness by the purchasers thereof, the mutual agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the Credit Facilities Collateral Agent (for itself and on behalf of the Credit Facilities Secured Parties), the Initial Junior Indebtedness Collateral Agent (for itself and on behalf of the Initial Junior Indebtedness Secured Parties), the Company and the subsidiaries of the Company named herein agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Construction; Certain Defined Terms. (a) 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,
(i) 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,
(ii) 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, (iii) 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, (iv) all references herein to Articles and Sections shall be construed to refer to Articles and Sections of this Agreement and (v) 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.

(b) As used in this Agreement, the following terms have the meanings specified below:

"ABL Facilities Agreement" means the Term Loan and Revolving Credit Agreement dated as of March 31, 2003, among the Company, certain lenders, JPMorgan Chase Bank, as administrative agent, Citicorp USA Inc., as syndication agent, and Bank of America, N.A. and The CIT Group/Business Credit, Inc., as documentation agents, as amended, extended, renewed, restated, supplemented or otherwise modified from time to time.

"Accession Agreement" means an accession agreement in substantially the form of Annex I hereto under which a collateral agent or similar Representative of Designated Senior Obligations or Designated Junior Obligations shall become a party hereto and the Designated Senior Obligations Collateral Agent for such Designated Senior Obligations or the Designated Junior Obligations Collateral Agent for such Designated Junior Obligations hereunder, as the case may be.

"Bankruptcy Code" means Title 11 of the U.S. Code.

"Collateral" means the US Facilities Collateral, the Designated Senior Obligations Collateral, the Initial Junior Indebtedness Collateral and the Designated Junior Obligations Collateral.

"Collateral Agent" means any of the Credit Facilities Collateral Agent, any Designated Senior Obligations Collateral Agent, the Initial Junior Indebtedness Collateral Agent and any Designated Junior Obligations Collateral Agent.

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

"Credit Agreements" means the US Facilities Credit Agreements and the European Facilities Credit Agreement.

"Credit Facilities Collateral Agent" means JPMorgan Chase Bank, in its capacity as Collateral Agent under the Credit Agreements and the Credit Facilities Security Documents, and its successors in such capacity.

"Credit Facilities Obligations" means the US Facilities Obligations and the European Facilities Obligations.

"Credit Facilities Secured Parties" means the US Facilities Secured Parties and the European Facilities Secured Parties.

"Credit Facilities Security Documents" means the Master Guarantee and Collateral Agreement, the "Other Security Documents", as defined therein, and any other documents now existing or entered into after the date hereof that create Liens on any assets or properties of the Company or any of its subsidiaries to secure any Credit Facilities Obligations.

"Designated Junior Obligations" means all obligations of the Company or any of its subsidiaries that shall have been designated as such in accordance with Article IV, including any Guarantee of any such obligations by the Company or any of its subsidiaries.

"Designated Junior Obligations Collateral" means any assets or properties of the Company or any of its subsidiaries now or at any time hereafter subject to Liens securing any Designated Junior Obligations.

"Designated Junior Obligations Collateral Agent" means, with respect to any Designated Junior Obligations, any collateral agent or similar Representative appointed to act on behalf of the applicable Designated Junior Obligations Secured Parties with respect to the Designated Junior Obligations Collateral securing such Designated Junior Obligations; provided, that if no such collateral agent or other Representative shall have been so appointed by the applicable Designated Junior Obligations Secured Parties, then the Designated Junior Obligations Collateral Agent with respect to such Designated Junior Obligations will be deemed to be such Designated Junior Obligations Secured Parties.

"Designated Junior Obligations Governing Documents" means, as to any Designated Junior Obligations, the credit agreement, note agreement, indenture or other instrument or document under which such Designated Junior Obligations shall have been issued or incurred.

"Designated Junior Obligations Secured Parties" means, at any time, each holder of, or obligee in respect of, any Designated Junior Obligations outstanding at such time.

"Designated Junior Obligations Security Documents" means any documents that create Liens on any assets or properties of the Company or any of its subsidiaries to secure any Designated Junior Obligations.

"Designated Lenders" means, at any time, the Majority Lenders under and as defined in the Credit Agreement that accounts for the greatest principal amount of the aggregate outstanding loans and letter of credit exposures under all the Credit Agreements at such time.

"Designated Senior Obligations" means all obligations of the Company or any of its subsidiaries that shall have been designated as such in accordance with Article IV.

"Designated Senior Obligations Collateral" means any assets or properties of the Company or any of its subsidiaries now or at any time hereafter subject to Liens securing any Designated Senior Obligations.

"Designated Senior Obligations Collateral Agent" means, with respect to any Designated Senior Obligations, any collateral agent or similar Representative appointed to act on behalf of the applicable Designated Senior Obligations Secured

Parties with respect to the Designated Senior Obligations Collateral securing such Designated Senior Obligations; provided, that if no such collateral agent or other Representative shall have been so appointed by the applicable Designated Senior Obligations Secured Parties, then the Designated Senior Obligations Collateral Agent with respect to such Designated Senior Obligations will be deemed to be such Designated Senior Obligations Secured Parties.

"Designated Senior Obligations Governing Documents" means, as to any Designated Senior Obligations, the credit agreement, note agreement, indenture or other instrument or document under which such Designated Senior Obligations shall have been issued or incurred.

"Designated Senior Obligations Secured Parties" means, at any time, each holder of, or obligee in respect of, any Designated Senior Obligations outstanding at such time.

"Designated Senior Obligations Security Documents" means any documents entered into after the date hereof that create Liens on any assets or properties of the Company or any of its subsidiaries to secure any Designated Senior Obligations.

"European Facilities Credit Agreement" means the $650,000,000 Term Loan and Revolving Credit Agreement dated as of March 31, 2003, among Goodyear Dunlop Tires Europe B.V., the other borrowers thereunder, certain lenders, JPMorgan Chase Bank, as administrative agent, and Deutsche Bank AG, as syndication agent, as amended, extended, renewed, restated, supplemented or otherwise modified from time to time.

"European Facilities Guarantees" means the guarantees by the Company and the US Subsidiary Guarantors, under Article II of the Master Guarantee and Collateral Agreement, of the European Facilities Obligations.

"European Facilities Obligations" means all "Revolving Obligations" as such term is defined in the European Facilities Credit Agreement and, if the Credit Facilities Security Documents shall at any time be amended to provide collateral for the guarantees thereof by the Company and any of the US Subsidiary Guarantors, all "Term Obligations" as such term is defined in the European Facilities Credit Agreement.

"European Facilities Secured Parties" means, at any time, each person that is a "Secured Party" under and as defined in the European Facilities Credit Agreement and each other holder of, or obligee in respect of, any European Facilities Obligations outstanding at such time.

"European Facilities US Collateral" means all Collateral subject to European Facilities US Liens.

"European Facilities US Liens" means Liens on assets and properties of the Company and the US Subsidiary Guarantors (other than the Luxembourg Finance

Pledged Collateral) created under Credit Facilities Security Documents to secure the European Facilities Guarantees.

"Grantor" means the Company and each subsidiary of the Company that shall have created any Senior Lien or Junior Lien on its assets or properties to secure any Senior Obligations or Junior Obligations.

"Initial Junior Indebtedness" means the $450,000,000 aggregate principal amount of 11% Senior Secured Notes due 2011 and $200,000,000 aggregate principal amount of Senior Secured Floating Rate Notes due 2011 issued on or about the date of this Agreement pursuant to the Initial Junior Indebtedness Governing Document.

"Initial Junior Indebtedness Collateral" means the "Collateral", as defined in the Initial Junior Indebtedness Collateral Agreement, and any other assets or properties of the Company or any of its subsidiaries now or at any time hereafter subject to Liens securing any Initial Junior Indebtedness Obligations.

"Initial Junior Indebtedness Collateral Agent" means Wilmington Trust Company, in its capacity as Collateral Agent under the Initial Junior Indebtedness Governing Document and the Initial Junior Indebtedness Security Documents, and its successors in such capacity.

"Initial Junior Indebtedness Collateral Agreement" means the Collateral Agreement dated as of March 12, 2004, among the Company, certain subsidiaries of the Company and the Initial Junior Indebtedness Collateral Agent, as amended, extended, renewed, restated, supplemented or otherwise modified from time to time.

"Initial Junior Indebtedness Governing Document" means the Indenture dated as of March 12, 2004, among the Company, as Issuer, certain subsidiaries of the Company, as Guarantors, and Wells Fargo Bank, N.A., as Trustee, as amended, extended, renewed, restated, supplemented or otherwise modified from time to time.

"Initial Junior Indebtedness 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 Initial Junior Indebtedness, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) all other monetary obligations of the Company or any of its subsidiaries to any of the Initial Junior Indebtedness Secured Parties under the Initial Junior Indebtedness Governing Document or any Initial Junior Indebtedness Security Document, 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) and (iv) all amounts due under any guarantee of any of the foregoing, including any guarantee contained in the Initial Junior Indebtedness Governing Document, and (b) the due and punctual performance of all other obligations of the Company or any of its subsidiaries to

any of the Initial Junior Indebtedness Secured Parties under the Initial Junior Indebtedness Governing Document or any Initial Junior Indebtedness Security Document.

"Initial Junior Indebtedness Representative" means Wells Fargo bank, N.A., in its capacity as Trustee under the Initial Junior Indebtedness Governing Document.

"Initial Junior Indebtedness Secured Parties" means, at any time, the Initial Junior Indebtedness Collateral Agent, the Initial Junior Obligations Representative and each other holder of, or obligee in respect of, any Initial Junior Indebtedness Obligations outstanding at such time.

"Initial Junior Indebtedness Security Documents" means the Initial Junior Indebtedness Collateral Agreement and the "Other Security Documents", as defined therein, and any other documents entered into after the date hereof that create Liens on any assets or properties of the Company or any of its subsidiaries to secure any Initial Junior Indebtedness Obligations.

"Junior Collateral Agent" means the Initial Junior Indebtedness Collateral Agent and each Designated Junior Obligations Collateral Agent.

"Junior Liens" means Liens created under Junior Obligations Security Documents securing Junior Obligations and any other Liens securing the Junior Obligations, however arising (including Liens arising out of judgments obtained by or on behalf of holders of Junior Obligations).

"Junior Obligations" means the Initial Junior Indebtedness Obligations and the Designated Junior Obligations.

"Junior Obligations Collateral" means the Initial Junior Indebtedness Collateral and the Designated Junior Obligations Collateral.

"Junior Obligations Secured Parties" means the Initial Junior Indebtedness Secured Parties and the Designated Junior Obligations Secured Parties.

"Junior Obligations Security Documents" means the Initial Junior Indebtedness Security Documents and the Designated Junior Obligations Security Documents.

"Lien" means any pledge, security interest, mortgage or other lien or encumbrance created to secure any indebtedness or other obligation.

"Master Guarantee and Collateral Agreement" means the Master Guarantee and Collateral Agreement dated as of March 31, 2003, among the Company, certain of its subsidiaries, the Lenders under and as defined in the Credit Agreements and the Credit Facilities Collateral Agent, as amended, extended, renewed, restated, supplemented or otherwise modified from time to time.

"Representative" means (a) in the case of any Credit Facility Obligations, the Administrative Agent under the applicable Credit Agreement or the Credit Facilities Collateral Agent, (b) in the case of the Initial Junior Indebtedness Obligations, the Initial Junior Indebtedness Representative and the Initial Junior Indebtedness Collateral Agent, and (c) in the case of any Designated Senior Obligations or Designated Junior Obligations, any administrative agent, trustee or similar representative designated pursuant to Article IV or the applicable Designated Senior Obligations Collateral Agent or Designated Junior Obligations Collateral Agent.

"Secured Parties" means the Credit Facilities Secured Parties, the Designated Senior Obligations Secured Parties, the Initial Junior Indebtedness Secured Parties and the Designated Junior Obligations Secured Parties.

"Senior Collateral Agent" means the Credit Facilities Collateral Agent and each Designated Senior Obligations Collateral Agent.

"Senior Obligations" means the US Facilities Obligations and the Designated Senior Obligations.

"Senior Obligations Collateral" means the US Facilities Collateral and the Designated Senior Obligations Collateral.

"Senior Obligations Secured Parties" means the US Facilities Secured Parties and the Designated Senior Obligations Secured Parties.

"Senior Obligations Security Documents" means the Credit Facilities Security Documents and the Designated Senior Obligations Security Documents.

"Senior Liens" means Liens created under Senior Obligations Security Documents securing Senior Obligations, and Liens on the Luxembourg Finance Pledged Collateral (as defined in the Master Guarantee and Collateral Agreement) created under the Senior Obligations Security Documents to secure the European Facilities Obligations.

"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 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.

"US Facilities Collateral" means all "Collateral", as defined in the Master Guarantee and Collateral Agreement, securing any US Facilities Obligations, and any other assets or properties of the Company or any of its subsidiaries now or at any time hereafter subject to Liens securing any US Facilities Obligations.

"US Facilities Credit Agreements" means the ABL Facilities Agreement, the US Revolving Facility Agreement and the US Term Facility Agreement.

"US Facilities Obligations" means (a) all "Obligations", as such term is defined in any of the US Revolving Facility Agreement, the US Term Facility Agreement or the ABL Facilities Agreement, each as amended and in effect through the date hereof, whether such Obligations are outstanding on the date hereof or hereafter incurred under commitments in effect on the date hereof (including Obligations consisting of the principal of and interest on the "Tranche B Term Loans" provided for in the First Amendment dated as of February 17, 2004, to the ABL Facilities Agreement and Obligations related to such Tranche B Term Loans), (b) additional Obligations consisting of loans, letter of credit reimbursement obligations and related interest and fees incurred under any of the US Revolving Facility Agreement, the US Term Facility Agreement or the ABL Facilities Agreement pursuant to commitments first made available to the Company or any of its subsidiaries after the date hereof (it being agreed that an increase in the amount of letters of credit or other accommodations available under, and limited to the amount of, a revolving credit or similar commitment in effect on the date hereof shall not be deemed to be new commitment) and (c) all "Collateral Agent Obligations" and "US Miscellaneous Obligations", as such terms are defined in the Master Guarantee and Collateral Agreement; provided, that any loans or letter of credit reimbursement obligations referred to in clause (b) above shall (together with any related interest or fees) be excluded from the "US Facilities Obligations" to the extent they are incurred in violation of the Initial Junior Indebtedness Governing Document or any Designated Junior Obligations Governing Document in effect at the earlier of (i) the time of such incurrence or (ii) the time at which the commitments under which such obligations are incurred were first made available.

"US Facilities Secured Parties" means, at any time, each person that is a "Secured Party" under and as defined in any of the US Facilities Credit Agreements and each other holder of, or obligee in respect of, any US Facilities Obligations outstanding at such time.

"US Revolving Facility Agreement" means the $750,000,000 Amended and Restated Revolving Credit Agreement dated as of March 31, 2003, among the Company, certain lenders and JPMorgan Chase Bank, as administrative agent, as amended, extended, renewed, restated, supplemented or otherwise modified from time to time.

"US Subsidiary Guarantors" has the meaning assigned to such term in the Master Guarantee and Collateral Agreement.

"US Term Facility Agreement" means the $645,454,545 Term Loan Agreement dated as of March 31, 2003, among the Company, certain lenders, JPMorgan Chase Bank, as administrative agent, and BNP Paribas, as syndication agent, as amended, extended, renewed, restated, supplemented or otherwise modified from time to time.

ARTICLE II

Subordination of Junior Liens

SECTION 2.01. Subordination of Junior Liens. (a) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Initial Junior Indebtedness Governing Document, any Designated Junior Obligations Governing Document, any Junior Obligations Security Document or any other agreement or instrument to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing.

(b) It is acknowledged that (i) the aggregate amount of the Senior Obligations may be increased as provided in Article III or through increases in the amounts of the facilities established by the US Facilities Credit Agreements or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Initial Junior Indebtedness Governing Document and the Designated Junior Obligations Governing Documents), (ii) a portion of the Senior Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed and (iii) the Senior Obligations may be extended, renewed or otherwise amended or modified, or secured with additional Collateral (the Liens on which, to the extent they secure Senior Obligations, shall become Senior Liens), from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Obligations or the Senior Obligations, by the securing of any Senior Obligations with any additional Collateral or guarantees (the Liens on which, to the extent they secure Senior Obligations, shall become Senior Liens), by the release of any Collateral or Guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation, or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. Without limiting the foregoing, existing or future Senior Obligations of any class may be secured by Collateral subject to Junior Liens, and the Liens on such Collateral securing such Senior Obligations will constitute Senior Liens entitled to the benefit of this Agreement.

(c) It is further acknowledged (i) that the Master Guarantee and Collateral Agreement contains provisions subordinating certain of the Senior Liens to other Senior Liens and (ii) that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing

agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties.

(d) It is further acknowledged that the Senior Obligations are or may in the future be secured by Liens on Collateral other than the Collateral subject to the Junior Liens, including Liens on certain real properties of the Company and its subsidiaries. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other Collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II.

(e) The Initial Junior Indebtedness Collateral Agent acknowledges receipt of copies of the Credit Agreements and the Credit Facilities Security Documents as in effect on the date hereof. The Company hereby represents, warrants and confirms that the Initial Junior Indebtedness Governing Document and the principal Initial Junior Indebtedness Security Documents (other than any account control or "lock-box" agreements) contain the provisions set forth in Annex II hereto under which the Initial Junior Indebtedness Secured Parties agree to, and subject their rights to the provisions of, this Agreement as set forth therein.

SECTION 2.02. No Action With Respect to Junior Obligations Collateral Subject to Senior Liens. No Junior Collateral Agent or other Junior Obligations Secured Party shall commence or instruct any Junior Collateral Agent to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Junior Obligations Collateral under any Junior Obligations Security Document, applicable law or otherwise, at any time when such Junior Obligations Collateral shall be subject to any Senior Lien and any Senior Obligations secured by such Senior Lien shall remain outstanding or any commitment to extend credit that would constitute Senior Obligations secured by such Senior Lien shall remain in effect, it being agreed that only the applicable Senior Collateral Agent, acting in accordance with the applicable Senior Obligations Security Documents, shall be entitled to take any such actions or exercise any such remedies. Notwithstanding the foregoing, any Junior Collateral Agent may, subject to
Section 2.05, take all such actions as it shall deem necessary to continue the perfection of the Junior Liens on any Junior Obligations Collateral.

SECTION 2.03. No Duties of Senior Collateral Agents. Each Junior Obligations Secured Party acknowledges and agrees that no Senior Collateral Agent or other Senior Obligations Secured Party shall have any duties or other obligations to such Junior Obligations Secured Party with respect to any Senior Obligations Collateral, other

than to transfer to the Junior Collateral Agents any proceeds of any such Collateral that constitutes Junior Obligations Collateral remaining in its possession following any sale, transfer or other disposition of such Collateral, the payment and satisfaction in full of the Senior Obligations secured thereby and the termination of any commitment to extend credit that would constitute Senior Obligations secured thereby, or, if any Senior Collateral Agent shall be in possession of all or any part of such Collateral after such payment and satisfaction in full and termination, such Collateral or any part thereof remaining, in each case without representation or warranty on the part of such Senior Collateral Agent or any Senior Obligations Secured Party (it being understood that nothing herein shall prohibit any Senior Collateral Agent from transferring Collateral or proceeds of Collateral to the holders of other Senior Obligations secured by such Collateral or to another Senior Collateral Agent acting on their behalf to the extent it is required to do so under the terms of any agreement). In furtherance of the foregoing, each Junior Obligations Secured Party acknowledges and agrees that until the Senior Obligations secured by any Collateral shall have been paid and satisfied in full and any commitment to extend credit that would constitute Senior Obligations secured thereby shall have been terminated, the applicable Senior Collateral Agents shall be entitled, for the benefit of the holders of such Senior Obligations, to sell, transfer or otherwise dispose of or deal with such Collateral as provided herein and in the Credit Facilities Security Documents or the Designated Senior Obligations Security Documents, as the case may be, without regard to any Junior Lien or any rights to which the holders of the Junior Obligations would otherwise be entitled as a result of such Junior Lien. Without limiting the foregoing, each Junior Obligations Secured Party agrees that no Senior Collateral Agent or other Senior Obligations Secured Party shall have any duty or obligation first to marshall or realize upon any type of Collateral (or any other collateral securing the Senior Obligations), or to sell, dispose of or otherwise liquidate all or any portion of the Collateral (or any other collateral securing the Senior Obligations), in any manner that would maximize the return to the Junior Obligations Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Junior Obligations Secured Parties from such realization, sale, disposition or liquidation. Each of the Junior Obligations Secured Parties waives any claim such Junior Obligations Secured Party may now or hereafter have against any Senior Collateral Agent or other Senior Obligations Secured Party (or their representatives) arising out of (i) any actions which any Senior Collateral Agent or the Senior Obligations Secured Parties take or omit to take (including, without limitation, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the Senior Obligations from any account debtor, guarantor or any other party) in accordance with the respective Senior Obligations Security Documents or any other agreement related thereto or to the collection of the Senior Obligations or the valuation, use, protection or release of any security for the Senior Obligations, (ii) any election by any Senior Collateral Agent or Senior Obligations Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of
Section 1111(b) of the Bankruptcy Code and/or (iii) any borrowing of any

Grantor as debtor-in-possession, or any related grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code.

SECTION 2.04. No Interference; Payment Over; Reinstatement. (a) Each Junior Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations or Senior Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such Junior Lien by any holders of Senior Obligations secured by such Collateral or any Senior Collateral Agent acting on their behalf; provided that nothing in this clause shall prevent any Junior Obligations Secured Party from objecting to or otherwise opposing any sale, transfer or other disposition of Collateral submitted to a bankruptcy court for approval in a case under the Bankruptcy Code in which the debtor is a Grantor, (iv) it shall have no right to (A) direct any Senior Collateral Agent or any holder of Senior Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent or any holder of Senior Obligations of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Senior Collateral Agent or any holder of Senior Obligations seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent nor any holder of Senior Obligations shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent or any such holder of Senior Obligations with respect to any Collateral securing such Senior Obligations that is subject to any Junior Lien; provided that nothing in this clause shall prevent any Junior Obligations Secured Party from asserting or seeking to enforce any provision of this Agreement, (vi) it will not seek, and hereby waives any right, to have any Senior Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement.

(b) Each Junior Collateral Agent and each other Junior Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Obligations Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwise, at any time when any Senior Obligations secured or intended to be secured by such Collateral shall remain outstanding or any commitment to extend credit that would constitute Senior Obligations secured or intended to be secured by such Senior Lien shall remain in effect, then it shall hold such Collateral, proceeds or payment

in trust for the applicable Senior Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral Agent (it being agreed that if there is more than one applicable Senior Obligations Collateral Agent, such Collateral, proceeds or payment shall be distributed in accordance with the relative priorities of the Liens of such Senior Collateral Agents on the relevant Collateral, proceeds or payment). Each Junior Obligations Secured Party agrees that if, at any time, all or part of any payment with respect to any Senior Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent any payment received by it in respect of any Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the payment and satisfaction in full of the applicable Senior Obligations.

SECTION 2.05. Automatic Release of Junior Liens. Each Junior Collateral Agent and each other Junior Obligations Secured Party agrees that, in the event of a sale, transfer or other disposition of Senior Obligations Collateral subject to any Junior Lien, such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released. Each Junior Collateral Agent agrees to execute and deliver all such releases and other instruments as shall reasonably be requested by any applicable Senior Collateral Agent to evidence and confirm any release of Junior Obligations Collateral provided for in this Section.

SECTION 2.06. Certain Agreements With Respect to Bankruptcy or Insolvency Proceedings. In the event a proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law shall be commenced by or against any Grantor, each Junior Collateral Agent and the other Junior Obligations Secured Parties shall not, so long as any Senior Obligations are outstanding, (a) seek in respect of any part of the Collateral or proceeds thereof or any Lien which may exist thereon any relief from or modification of the automatic stay as provided in Section 362 of the Bankruptcy Code or seek or accept any form of adequate protection under either or both of Sections 362 and 363 of the Bankruptcy Code with respect thereto except replacement liens junior to the Senior Liens, the accrual (but not the current payment) of interest and the current payment of out-of-pocket expenses, including fees and disbursements of counsel and other professional advisors, incurred by the Junior Collateral Agents (which the Junior Obligations Secured Parties agree will constitute adequate protection of their claims and interests), (b) oppose or object to any adequate protection sought by or granted to any Senior Obligations Secured Party in connection with the use of cash collateral or post-petition financing under Section 362, 363 or 364 of the Bankruptcy Code, (c) oppose or object to the use of cash collateral by a Grantor, unless the Designated Lenders, or a Representative authorized by the Designated Lenders, shall have opposed or objected to such use of cash collateral, (d) oppose or object to any post-petition financing (including any debtor-in-possession financing) provided by any of the Senior Obligations Secured Parties or provided by a third party pursuant to Section 364 of the Bankruptcy Code (including on a priming basis), unless

the Designated Lenders, or a Representative authorized by the Designated Lenders, shall have opposed or objected to such post-petition financing, (e) oppose or object to the determination of the extent of any Liens held by any of the Senior Obligations Secured Parties or the value of any claims of Senior Obligations Secured Parties under Section 506(a) of the Bankruptcy Code, or (f) oppose or object to the payment of interest and expenses as provided under Sections 506(b) and (c) of the Bankruptcy Code to any Senior Obligations Secured Parties.

SECTION 2.07. Reinstatement. In the event that any of the Senior Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including, but not limited to, an order or judgment for disgorgement of a preference under the Bankruptcy Code, or any similar law, or the settlement of any claim in respect thereof), be required to be returned or repaid, the terms and conditions of this Article II shall be fully applicable thereto until all such Senior Obligations shall again have been paid in full in cash.

ARTICLE III

Pari Passu Status of Junior Liens and European Facilities US Liens

SECTION 3.01. Equal Priority of Junior Liens and European Facilities US Liens. (a) Subject to Section 3.04, all Junior Liens and European Facilities US Liens in respect of any Collateral are expressly agreed to be equal in right, priority, operation and effect, notwithstanding anything contained in this Agreement, the Initial Junior Indebtedness Governing Document, any Designated Junior Obligations Governing Document, any Junior Obligations Security Document or any other agreement or instrument to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and European Facilities US Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing.

(b) It is acknowledged that (i) the aggregate amount of the Junior Obligations and European Facilities Obligations may be increased from time to time (subject to the limitations contained in the Credit Agreements, the Initial Junior Indebtedness Governing Document, the Designated Junior Obligations Governing Documents and other agreements and instruments to which the Company and its subsidiaries are party), (ii) a portion of the European Facilities Obligations and Designated Junior Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed and (iii) the Junior Obligations and European Facilities Obligations may be extended, renewed or otherwise amended or modified, or secured with additional Collateral, from time to time, all without affecting the equal priority of the Junior Liens and European Facilities US Liens or the provisions of this Agreement defining the relative rights of the Junior Secured Parties and the European Facilities Secured Parties. Subject to Section 3.04, the equal priority of the Junior Liens and European Facilities US Liens shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Obligations or the European Facilities

Obligations, by the securing of any Junior Obligations or the European Facilities Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees securing any Junior Obligations or the European Facilities Obligations or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral.

(c) It is further acknowledged (i) that the Master Guarantee and Collateral Agreement contains provisions subordinating the European Facilities US Liens to the Senior Liens securing the US Facilities Obligations and (ii) that the European Facilities Secured Parties and the holders of other Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of the European Facilities Obligations and such classes of other Senior Obligations or of the Liens securing the same. It is agreed that the relative priorities of the European Facilities Obligations and the Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of the European Facilities Obligations and the Senior Obligations of any class or of the Liens securing any of such obligations. It is further agreed that no agreements establishing the relative priorities of the European Facilities Obligations and the Senior Obligations of one or more classes or of the Liens securing such obligations shall in any way limit or affect the provisions of this Agreement defining the relative rights of the European Facilities Secured Parties and the Junior Secured Parties.

(d) It is further acknowledged that the European Facilities Obligations are secured by Liens on collateral other than the Collateral subject to the Junior Liens and European Facilities US Liens, including Liens on assets and properties of European subsidiaries of the Company created by the European Facilities Security Documents (as defined in the Master Guarantee and Collateral Agreement). It is agreed that the Credit Facilities Collateral Agent and the European Facilities Secured Parties will have no obligation to proceed against any such other collateral securing the European Facilities Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article III, and that any proceeds realized through the exercise of remedies afforded by the Junior Liens and European Facilities US Liens will be allocated ratably among the European Facilities Secured Parties and the Junior Secured Parties as provided in Section 3.02 based on the respective amounts of the European Facilities Obligations and Junior Obligations owed to them, notwithstanding that the European Facilities Secured Parties may have additional collateral or remedies available to them that are not available to the Junior Secured Parties.

SECTION 3.02. Sharing of Proceeds. In the event that any Junior Obligations Collateral or proceeds of Junior Obligations Collateral shall be obtained by any European Facilities Secured Party through the exercise of remedies afforded by any European Facilities US Lien or otherwise (other than as a result of any distribution made pursuant to the provisions of this paragraph), the party obtaining such Collateral or proceeds shall (i) promptly notify each Junior Collateral Agent (or, in the case of a European Facilities Secured Party other than the Credit Facilities Collateral Agent, the Credit Facilities Collateral Agent, which shall promptly notify each Junior Collateral

Agent) and (ii) in the case of any European Facilities Secured Party other than the Credit Facilities Collateral Agent, promptly deliver such Collateral or proceeds to the Credit Facilities Collateral Agent. In the event that any European Facilities US Collateral or proceeds of European Facilities US Collateral shall be obtained by any Junior Secured Party through the exercise of remedies afforded by any Junior Lien or otherwise (other than as a result of any distribution made pursuant to the provisions of this paragraph), the party obtaining such proceeds shall (i) promptly notify each Senior Collateral Agent (or, in the case of a Junior Secured Party other than a Junior Collateral Agent, the applicable Junior Collateral Agent, which shall promptly notify each Senior Collateral Agent) and (ii) in the case of any Junior Secured Party other than a Junior Collateral Agent, promptly deliver such Collateral or proceeds to the applicable Junior Collateral Agent. Promptly following the delivery of any notice (and any Collateral or proceeds thereof) as provided in either of the two preceding sentences, the Credit Facilities Collateral Agent and the Junior Collateral Agents shall arrange for the division of the Collateral or proceeds to which such notice relates between the Credit Facilities Collateral Agent and the Junior Collateral Agents, ratably in accordance with the outstanding amounts of the European Facilities Obligations and the Junior Secured Obligations secured thereby, respectively (as such outstanding amounts shall be certified by the applicable Collateral Agents), and the Credit Facilities Collateral Agent and each Junior Collateral Agent will distribute the Collateral or proceeds received by it pursuant to such division among the European Facilities Secured Parties or the applicable Junior Secured Parties, as the case may be, and, if applicable, to the Company or the Grantors, in accordance with the Credit Facilities Security Documents or the Junior Security Documents, respectively. Notwithstanding the foregoing, (a) if any Collateral received by any European Facilities Secured Party or Junior Secured Party as provided in either of the first two sentences of this paragraph shall consist of assets other than cash, the Credit Facilities Collateral Agent and the Junior Collateral Agents may make such arrangements as they shall agree to be reasonable for the holding of such Collateral pending its liquidation or distribution, and (b) neither the Company nor any Grantor consents to any such sharing of proceeds that were obtained in violation of any Credit Facilities Security Document or Junior Obligations Security Document or are required to be returned to the Company or any Grantor under the provisions of any Credit Facilities Security Document or Junior Obligations Security Document.

SECTION 3.03. Rights and Obligations Subject to Article II. Notwithstanding any other provision contained herein, the rights and obligations of the European Facilities Secured Parties and the Junior Secured Parties under this Article III shall in all respects be subject to the provisions of Article II of this Agreement.

SECTION 3.04. Designation of European Facilities Obligations as Designated Senior Obligations. Notwithstanding any of the foregoing provisions of this Article III, if any European Facilities Obligations shall at any time be designated as Designated Senior Obligations in compliance with Section 4.01 (including the requirement of Section 4.01 that such designation shall not violate or result in a default under any provision of the Initial Junior Indebtedness Governing Document or any existing Designated Junior Obligations Governing Document), then (a) such European Facilities Obligations shall for all purposes of this Agreement constitute Senior

Obligations and the European Facilities US Liens securing such European Facilities Obligations shall for all purposes of this Agreement constitute Senior Liens, (b) the foregoing provisions of this Article III shall no longer be applicable to such European Facilities Obligations or European Facilities US Liens and (c) the provisions of Article II shall govern the relative priorities and rights of such European Facilities Obligations, the related European Facilities US Liens, the Junior Obligations and the Junior Liens.

ARTICLE IV

Designated Senior Obligations and Designated Junior Obligations

SECTION 4.01. Designation. The Company may from time to time, subject to any limitations contained in the Credit Agreements, any existing Designated Senior Obligations Governing Documents, the Initial Junior Indebtedness Governing Document and any existing Designated Junior Obligations Governing Documents, designate additional Indebtedness and related obligations that are, or are to be, secured by Liens on any assets or properties of the Company or any of its subsidiaries as Designated Senior Obligations or Designated Junior Obligations by delivering to each Collateral Agent a notice:

(i) describing the obligations being designated as Designated Senior Obligations or Designated Junior Obligations, and including a statement of the maximum aggregate outstanding principal amount of such obligations;

(ii) listing the Designated Senior Obligations Governing Documents or Designated Junior Obligations Governing Documents under which such Designated Senior Obligations or Designated Junior Obligations are issued or incurred and the Designated Senior Obligations Security Documents or Designated Junior Obligations Security Documents securing such Designated Senior Obligations or Designated Junior Obligations, and attaching copies of such Designated Senior Obligations Governing Documents and Designated Senior Obligations Security Documents or such Designated Junior Obligations Governing Documents and Designated Junior Obligations Security Documents;

(iii) identifying the Designated Senior Obligations Collateral Agent or Designated Junior Obligations Collateral Agent with respect to such Designated Senior Obligations or Designated Junior Obligations, and any other Representative of the holders of such Designated Senior Obligations or Designated Junior Obligations;

(iv) certifying that the incurrence of such Designated Senior Obligations or Designated Junior Obligations, the creation of the Liens securing such Designated Senior Obligations or Designated Junior Obligations and the designation of such Designated Senior Obligations or Designated Junior Obligations as Designated Senior Obligations or Designated Junior Obligations hereunder do not violate or result in a default under any provision of any Credit Agreement, any existing Designated Senior Obligations Governing Document, the Initial Junior Indebtedness Governing Document or any existing Designated Junior Obligations Governing Document;

(v) in the case of any Designated Junior Obligations, certifying that the Designated Junior Obligations Governing Document governing such Designated Junior Obligations and each related principal Designated Junior Obligations Security Document (other than any account control or "lock-box" agreement) contains a provision substantially to the effect set forth in Annex II hereto under which the applicable Designated Junior Obligations Secured Parties agree, or are deemed to agree, to be bound by the provisions of this Agreement; and

(vi) attaching a fully executed Accession Agreement under which the Designated Senior Obligations Collateral Agent or Designated Junior Obligations Collateral Agent with respect to such Designated Senior Obligations or Designated Junior Obligations shall become a party to and a Collateral Agent under this Agreement (unless such Designated Senior Obligations Collateral Agent or Designated Junior Obligations Collateral Agent shall already be a party hereto).

Upon the delivery of such notice and the related attachments as provided above, the obligations designated in such notice shall become Designated Senior Obligations or Designated Junior Obligations, as the case may be, for all purposes of this Agreement. Notwithstanding any other provision contained in this Section or elsewhere in this Agreement, (A) no obligation shall constitute a Designated Senior Obligation if the incurrence of such obligation, the creation of the Liens securing such obligation or the designation of such obligation as a Designated Senior Obligation hereunder would violate or result in a default under any provision of any Credit Agreement, any existing Designated Senior Obligations Governing Document, the Initial Junior Indebtedness Governing Document or any existing Designated Junior Obligations Governing Document, and (B) no Designated Junior Obligation shall be entitled to the benefits of Article III if the incurrence of such obligation, the creation of the Liens securing such obligation or the designation of such obligation as a Designated Junior Obligation hereunder would violate or result in a default under any provision of the Initial Junior Indebtedness Governing Document or any existing Designated Junior Obligations Governing Document (it being agreed that any such Designated Junior Obligation and the related Designated Junior Obligations Secured Parties shall nevertheless be subject to Article II and bound by the obligations of Junior Obligations Secured Parties hereunder).

ARTICLE V

Sub-Agency for Perfection of Certain Security Interests

Each Senior Collateral Agent acknowledges and agrees that if it shall at any time hold a Senior Lien (or, in the case of the Credit Facilities Collateral Agent, a European Facilities US Lien) on any Junior Obligations Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of such Senior Collateral Agent, such Senior Collateral Agent will serve as sub-agent for each Junior Collateral Agent for the sole purpose of perfecting the Junior Lien of such Junior Collateral Agent in such Collateral and shall have possession or control of such Collateral as agent on behalf of each Junior Collateral Agent. It is agreed that the

obligations of the applicable Senior Collateral Agent and the rights of the Junior Collateral Agents and the other Junior Obligations Secured Parties in connection with any such sub-agency arrangement will be in all respects subject to the provisions of Article II. The Senior Collateral Agent will be deemed to make no representation as to the adequacy of the steps taken by it to perfect the Junior Lien on any such Collateral and shall have no responsibility to any Junior Collateral Agent or other Junior Obligations Secured Party for such perfection, it being understood that the sole purpose of this Article is to enable the Junior Obligations Secured Parties to obtain a perfected Junior Lien in such Collateral to the extent that such perfection results from the possession or control of such Collateral or any such account by the Senior Collateral Agent. At such time as the Senior Obligations secured by the Senior Lien of such Senior Collateral Agent (and, in the case of the Credit Facilities Collateral Agent, the European Facilities Obligations secured by the European Facilities US Liens of such Collateral Agent) shall have been paid and satisfied in full and any commitment to extend credit that would constitute such Senior Obligations (or European Facilities Obligations) shall have been terminated, such Senior Collateral Agent shall take all such actions in its power as shall reasonably be requested by the applicable Junior Collateral Agents to transfer possession of such Collateral to the Junior Collateral Agents or to transfer direct control of such Collateral or any such account to the Junior Collateral Agents; provided, that if any such Collateral or any such account shall be subject to any other Senior Lien, then such Senior Collateral Agent shall instead transfer possession of such Collateral to the Senior Collateral Agent holding such Senior Lien or take such actions in its power as shall reasonably be requested to transfer direct control of such Collateral or any such account to the Senior Collateral Agent holding such Senior Lien. Each Junior Collateral Agent agrees that if it shall obtain possession or direct control of any Collateral or any account pursuant to the foregoing provisions and such Collateral or account shall thereafter become subject to any Senior Lien, it will take all such actions in its power as shall reasonably be requested by the Senior Collateral Agent holding such Senior Lien to transfer possession of such Collateral to such Senior Collateral Agent or take such actions in its power as shall reasonably be requested to transfer direct control of such Collateral or any such account to the Senior Collateral Agent holding such Senior Lien.

ARTICLE VI

Existence and Amounts of Liens and Obligations

Whenever any Collateral Agent shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any Senior Obligations, European Facilities Obligations or Junior Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations, European Facilities Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent shall be entitled to determine such existence or amount by such method as it may, in the exercise of its good faith judgment,

determine, including by reliance upon a certificate of the Company. Each Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Secured Party or any affiliate thereof as a result of such determination.

ARTICLE VII

Consent of Grantors

Each Grantor hereby consents to the provisions of this Agreement and the intercreditor arrangements provided for herein and agrees that the obligations of the Grantors under the Senior Obligations Security Documents will in no way be diminished or otherwise affected by such provisions or arrangements.

ARTICLE VIII

Representations and Warranties

SECTION 8.01. Representations and Warranties of Each Party. Each Secured Party hereto represents and warrants to the other Secured Parties hereto as follows:

(a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement.

(b) This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms.

(c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any governmental authority and (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of such party or any order of any governmental authority or any indenture, agreement or other instrument binding upon such party.

SECTION 8.02. Representations and Warranties of Each Collateral Agent. Each Collateral Agent represents and warrants to the other parties hereto that it has been authorized and directed by the Secured Parties for which it serves as collateral agent (or, in the case of the Credit Facilities Collateral Agent, by the Majority Lenders under and as defined in each Credit Agreement) to enter into this Agreement.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a) if to the Credit Facilities Collateral Agent, to JPMorgan Chase Bank, Loan & Agency Services Group, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention of Debbie Meche and Cliff Trapani (Telecopy No. (713) 750-2938, with a copy to JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017, Attention of Robert Kellas (Telecopy No. (212) 270-3089);

(b) if to the Initial Junior Indebtedness Collateral Agent, to Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-0001, attention of the Corporate Trust Administration (Telecopy No. (302) 636-4145);

(c) if to any Designated Senior Obligations Collateral Agent or Designated Junior Obligations Collateral Agent, to it at the address or telecopy number specified in the applicable Accession Agreement; and

(d) if to the Company, to it at 1144 East Market Street, Akron, Ohio, 44316-0001, attention of the Treasurer (Telecopy No. (330) 796-6502 or
(330) 796-8836).

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto (and for this purpose a notice to the Company shall be deemed to be a notice to each Grantor). All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 9.02. Waivers; Amendment. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered

into by each Collateral Agent, the Company and each Grantor with respect to which such waiver, amendment or modification is to apply.

SECTION 9.03. Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto (including any Designated Senior Obligations Collateral Agents or Designated Junior Obligations Collateral Agents becoming parties hereto as provided in Section 9.04) and their respective successors and assigns, as well as the other Credit Facilities Secured Parties, Initial Junior Indebtedness Secured Parties, Designated Senior Obligations Secured Parties and Designated Junior Obligations Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement.

SECTION 9.04. Accession of Designated Senior Obligations Collateral Agents and Designated Junior Obligations Collateral Agents. Upon the execution and delivery by the collateral agent or similar Representative of any Designated Senior Obligations or Designated Junior Obligations of an Accession Agreement as provided in Article IV, such collateral agent or Representative shall become a party to this Agreement as the Designated Senior Obligations Collateral Agent for such Designated Senior Obligations or the Designated Junior Obligations Collateral Agent for such Designated Junior Obligations, as the case may be, and shall thenceforth have all the rights and obligations applicable to it in such capacity hereunder.

SECTION 9.05. Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

SECTION 9.06. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 9.08. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction.

(c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.10. Specific Performance. Each party hereto (a) agrees that any other party hereto may demand specific performance of this Agreement and (b) irrevocably waives any defense based on the adequacy of a remedy at law, and any other defense, that might be asserted in opposition to the awarding of specific performance in any action that may be brought by any other party hereto.

SECTION 9.11. Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

JPMORGAN CHASE BANK, as Credit
Facilities Collateral Agent,

By

   /s/ Robert P. Kellas
----------------------------
Name:  Robert P. Kellas
Title: Vice President

WILMINGTON TRUST COMPANY, as
Initial Junior Indebtedness Collateral Agent,

By

  /s/ James A. Hanley
--------------------------------------
Name:  James A. Hanley
Title: Senior Financial Services Officer

THE GOODYEAR TIRE & RUBBER
COMPANY

By

  /s/ D. R. Wells
----------------------------
Name:  D. R. Wells
Title:  Vice President and Treasurer

ALLIED TIRE SALES, INC.,
By

  /s/ D. R. Wells
-----------------------------
Name:  D. R. Wells
Title: Vice President

BELT CONCEPTS OF AMERICA, INC.,

By

  /s/ D. R. Wells
------------------------------
Name:  D. R. Wells
Title: Vice President

COSMOFLEX, INC.,

By

  /s/ D. R. Wells
------------------------------
Name:  D. R. Wells
Title: Vice President

DAPPER TIRE CO, INC.,

By

  /s/ D. R. Wells
------------------------------
Name:  D. R. Wells
Title: Vice President

DIVESTED COMPANIES HOLDING
COMPANY,

By

     /s/ Randall M. Loyd
   ------------------------------
   Name:  Randall M. Loyd
   Title: Vice President
By
     /s/ Ronald J. Carr
   ------------------------------
   Name:  Ronald J. Carr
   Title: Vice President

DIVESTED LITCHFIELD PARK
PROPERTIES, INC.,

By

     /s/ Randall M. Loyd
   ------------------------------
   Name:  Randall M. Loyd
   Title: Vice President
By
     /s/ Ronald J. Carr
   ------------------------------
   Name:  Ronald J. Carr
   Title: Vice President

GOODYEAR FARMS, INC.,

By

  /s/ D. R. Wells
------------------------------
Name:  D. R. Wells
Title: Vice President

GOODYEAR INTERNATIONAL
CORPORATION,

By

  /s/ D. R. Wells
------------------------------
Name:  D. R. Wells
Title: Vice President

THE KELLY-SPRINGFIELD TIRE
CORPORATION,

By

  /s/ D. R. Wells
------------------------------
Name:  D. R. Wells
Title: Vice President

WINGFOOT VENTURES EIGHT, INC.,

By

  /s/ Ronald J. Carr
------------------------------
Name:  Ronald J. Carr
Title: Vice President

WINGFOOT COMMERCIAL TIRE
SYSTEMS, LLC,

By

  /s/ D. R. Wells
------------------------------
Name:  D. R. Wells
Title: Vice President

GOODYEAR CANADA INC.,

By

     /s/ Linda Alexander
   ------------------------------
   Name:  Linda Alexander
   Title: Vice President
By
     /s/ D. S. Hamilton
   ------------------------------
   Name:  D. S. Hamilton
   Title: Secretary

ANNEX I
[Form of]

ACCESSION AGREEMENT

AGREEMENT dated as of [-], among [NAME OF ACCEDING DESIGNATED OBLIGATIONS COLLATERAL AGENT]
(the "Acceding Designated [Senior] [Junior] Obligations Collateral Agent") and THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation (the "Company").

A. Reference is made to the Lien Subordination and Intercreditor Agreement dated as of March 12, 2004 (the "Intercreditor Agreement"), among the Credit Facilities Collateral Agent, the Initial Junior Indebtedness Collateral Agent, the Company, the Subsidiary Parties and [any Designated Senior Obligations Collateral Agent or Designated Junior Obligations Collateral Agent that has heretofore become a party thereto by way of accession].

B. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Intercreditor Agreement.

C. The Company proposes to issue or incur [describe Designated
[Senior] [Junior] Obligations] (the "Acceding Obligations"), and the Acceding Designated [Senior] [Junior] Obligations Collateral Agent will serve as collateral agent for the holders of the Acceding Obligations. The Acceding Obligations are being designated by the Company as Designated [Senior] [Junior] Obligations in accordance with Section 4.01 of the Intercreditor Agreement.

D. The Acceding Designated [Senior] [Junior] Obligations Collateral Agent wishes to become a party to the Intercreditor Agreement and to acquire and undertake, for itself and on behalf of the holders from time to time of the
[Designated [Senior] [Junior] Obligations] the rights and obligations of a Designated [Senior] [Junior] Obligations Collateral Agent thereunder. The Acceding Designated [Senior] [Junior] Obligations Collateral Agent is entering into this Agreement in accordance with the provisions of the Intercreditor Agreement in order to become a Designated [Senior] [Junior] Obligations Collateral Agent thereunder.

Accordingly, the Acceding Designated [Senior] [Junior] Obligations Collateral Agent and the Company agree as follows, for the benefit of the Acceding Designated [Senior] [Junior] Obligations Collateral Agent, the Company and each other party to the Intercreditor Agreement:

SECTION 1. Accession to the Intercreditor Agreement. The Acceding Designated [Senior] [Junior] Obligations Collateral Agent (a) hereby accedes and becomes a party to the Intercreditor Agreement as Designated [Senior] [Junior] Obligations Collateral Agent for the holders from time to time of the

Acceding Obligations, (b) agrees, for itself and on behalf of the holders from time to time of the Acceding Obligations, to all the terms and provisions of the Intercreditor Agreement and (c) shall have all the rights and obligations of a Designated [Senior] [Junior] Obligations Collateral Agent under the Intercreditor Agreement.

SECTION 2. Representations, Warranties and Acknowledgement of Acceding Designated [Senior] [Junior] Obligations Collateral Agent. The Acceding Designated [Senior] [Junior] Obligations Collateral Agent represents and warrants that it has the power and authority to enter into this Agreement and has been authorized to do so by the holders of the Acceding Obligations. The Acceding Designated [Senior] [Junior] Obligations Collateral Agent confirms that it has received a copy of the Intercreditor Agreement as in effect on the date hereof.

SECTION 3. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument.

SECTION 4. Benefit of Agreement. THE AGREEMENTS SET FORTH HEREIN OR UNDERTAKEN PURSUANT HERETO ARE FOR THE BENEFIT OF, AND MAY BE ENFORCED BY, ANY PARTY TO THE INTERCREDITOR AGREEMENT.

SECTION 5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. Severability. In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 9.01 of the Intercreditor Agreement. All communications and notices hereunder to the Acceding Designated
[Senior] [Junior] Obligations Collateral Agent shall be given to it at the address set forth under its signature hereto, which information supplements
Section 9.01 to the Intercreditor Agreement.

IN WITNESS WHEREOF, the Acceding Designated [Senior] [Junior] Obligations Collateral Agent and the Company have duly executed this Agreement as of the day and year first above written.

[NAME OF ACCEDING DESIGNATED
OBLIGATIONS COLLATERAL AGENT],
as a Designated [Senior] [Junior]
Obligations Collateral Agent

by ______________________________
Name:
Title:

For Notices
Attention of:
Address:
Telecopy No.:

THE GOODYEAR TIRE & RUBBER
COMPANY

By ______________________________

Name:
Title:

ANNEX II

Provision for Designated Junior Obligations Governing Document

REFERENCE IS MADE TO THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF MARCH 12, 2004, AMONG JPMORGAN CHASE BANK, AS COLLATERAL AGENT FOR THE CREDIT FACILITIES SECURED PARTIES REFERRED TO THEREIN; WILMINGTON TRUST COMPANY, AS COLLATERAL AGENT FOR THE INITIAL JUNIOR INDEBTEDNESS SECURED PARTIES REFERRED TO THEREIN; THE GOODYEAR TIRE & RUBBER COMPANY; THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY NAMED THEREIN; AND THE DESIGNATED SENIOR OBLIGATIONS COLLATERAL AGENTS AND DESIGNATED JUNIOR OBLIGATIONS COLLATERAL AGENTS BECOMING PARTIES THERETO FROM TIME TO TIME (THE "INTERCREDITOR AGREEMENT"). EACH [HOLDER OF DESIGNATED JUNIOR OBLIGATIONS] (A)
[HEREBY CONSENTS][WILL BE DEEMED TO HAVE CONSENTED] TO THE SUBORDINATION OF THE
[LIENS SECURING THE DESIGNATED JUNIOR OBLIGATIONS] ON THE TERMS SET FORTH IN THE
INTERCREDITOR AGREEMENT, (B) [HEREBY AGREES][WILL BE DEEMED TO HAVE AGREED] THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (C) [HEREBY AUTHORIZES AND INSTRUCTS][WILL BE DEEMED TO HAVE AUTHORIZED AND INSTRUCTED] THE [DESIGNATED JUNIOR OBLIGATIONS COLLATERAL AGENT] TO ENTER INTO THE INTERCREDITOR AGREEMENT AND TO SUBJECT THE [DESIGNATED JUNIOR OBLIGATIONS] AND THE [LIENS SECURING THE DESIGNATED JUNIOR OBLIGATIONS] TO THE PROVISIONS THEREOF. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE SENIOR OBLIGATIONS SECURED PARTIES (AS DEFINED IN THE INTERCREDITOR AGREEMENT) TO EXTEND CREDIT TO THE GOODYEAR TIRE & RUBBER COMPANY AND ITS SUBSIDIARIES, AND SUCH SENIOR OBLIGATIONS SECURED PARTIES ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Provision for Designated Junior Obligations Security Document

REFERENCE IS MADE TO THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF MARCH 12, 2004, AMONG JPMORGAN CHASE BANK, AS COLLATERAL AGENT FOR THE CREDIT FACILITIES SECURED PARTIES REFERRED TO THEREIN; WILMINGTON TRUST COMPANY, AS COLLATERAL AGENT FOR THE INITIAL JUNIOR INDEBTEDNESS SECURED PARTIES REFERRED TO THEREIN; THE GOODYEAR TIRE & Rubber Company; THE SUBSIDIARIES OF THE GOODYEAR TIRE & Rubber Company named therein; AND THE DESIGNATED SENIOR OBLIGATIONS COLLATERAL AGENTS AND DESIGNATED JUNIOR OBLIGATIONS COLLATERAL AGENTS BECOMING PARTIES THERETO FROM TIME TO TIME (THE "INTERCREDITOR AGREEMENT").
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, THIS AGREEMENT, THE LIENS CREATED HEREBY AND THE RIGHTS, REMEDIES, DUTIES AND OBLIGATIONS PROVIDED FOR HEREIN ARE SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND, TO THE EXTENT PROVIDED THEREIN, THE SENIOR OBLIGATIONS SECURITY DOCUMENTS (AS DEFINED IN THE INTERCREDITOR AGREEMENT). IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE INTERCREDITOR AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL.