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Goodyear Tire & Rubber Co/OH – ‘10-Q’ for 3/31/01 – EX-4.1

On: Monday, 5/14/01, at 7:36pm ET · As of: 5/15/01 · For: 3/31/01 · Accession #: 950152-1-501916 · File #: 1-01927

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/15/01  Goodyear Tire & Rubber Co/OH      10-Q        3/31/01    3:217K                                   Bowne BCL/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        The Goodyear Tire & Rubber Company 10-Q               35    154K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders    43    183K 
 3: EX-12       Statement re: Computation of Ratios                    2±     9K

EX-4.1 — Instrument Defining the Rights of Security Holders

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                                                                     Exhibit 4.1

                                                          CONFORMED COPY

TERM LOAN AGREEMENT     

Dated as of March 30, 2001    

among     

THE GOODYEAR TIRE & RUBBER COMPANY,     

THE LENDERS NAMED HEREIN,     

and     

THE CHASE MANHATTAN BANK    
as Administrative Agent     

CHASE MANHATTAN INTERNATIONAL LIMITED     
as London Agent     

JPMORGAN    
acted as Advisor, Joint Lead Arranger and Joint Bookrunner    

BNP PARIBAS     
acted as Joint Lead Arranger, Joint Bookrunner and Syndication Agent    

COMMERZBANK AG, THE INDUSTRIAL BANK OF JAPAN, LIMITED and     
THE SUMITOMO BANK LTD.    
acted as Co-Documentation Agents    

                                                        [CS&M Ref. No. 6701-174]

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TABLE OF CONTENTS     

                                                                [Download Table]

Article Section                                                        Page
------- -------                                                            

                                                                           
  I.  DEFINITIONS.................................................       1 

       1.01.  Defined Terms.......................................       1 
       1.02.  Terms Generally.....................................      11 

  II.  THE CREDITS................................................      11 

       2.01.  Commitments.........................................      11 
       2.02.  Loans...............................................      11 
       2.03.  Borrowing Procedure.................................      12 
       2.04.  Interest Elections..................................      13 
       2.05.  Repayment of Loans; Evidence of Debt................      14 
       2.06.  Interest on Loans...................................      14 
       2.07.  Default Interest....................................      15 
       2.08.  Unavailability of LIBO Rate and CD Rate Quotations..      15 
       2.09.  Prepayment..........................................      15 
       2.10.  Reserve Requirements; Change in Circumstances.......      16 
       2.11.  Change in Legality..................................      17 
       2.12.  Pro Rata Treatment..................................      18 
       2.13.  Payments............................................      18 
       2.14.  Taxes...............................................      18 
       2.15.  Assignment of Interests.............................      19 
       2.16.  Breakage............................................      20 

  III.  REPRESENTATIONS AND WARRANTIES............................      20 

  IV.  CONDITIONS OF LENDING......................................      21 

  V.  AFFIRMATIVE COVENANTS.......................................      22 

  VI.  NEGATIVE COVENANTS.........................................      23 

  VII.  EVENTS OF DEFAULT.........................................      25 

  VIII.  THE AGENTS...............................................      26 

  IX.  MISCELLANEOUS..............................................      28 

       9.01.  Notices.............................................      28 
       9.02.  Survival of Agreement...............................      28 
       9.03.  Binding Effect; Successors and Assigns..............      29 
       9.04.  Applicable Law......................................      29 
       9.05.  Waivers; Amendment..................................      29 
       9.06.  Expenses; Indemnity.................................      30 

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                                                                               2

                                                                [Download Table]
                                                                    
9.07.  Interest Rate Limitation............................      30 
9.08.  Entire Agreement....................................      30 
9.09.  Information; Access and Confidentiality.............      30 
9.10.  Severability........................................      31 
9.11.  Counterparts........................................      31 
9.12.  Headings............................................      31 
9.13.  Jurisdiction; Consent to Service of Process.........      31 
9.14.  Stamp Taxes.........................................      32 
9.15.  Change of Control Option............................      32 

Exhibit A           Form of Borrowing Request                                   
Exhibit B           Form of Opinion of Counsel                                  
Exhibit C           Form of Schedule of Compliance                              
Exhibit D           Form of Promissory Note to Facilitate Assignments to        
Federal Reserve Banks                   

Schedule 2.01       Commitments; Addresses for Notices, CD Reserve              
Requirements and Assessment Rates       
Schedule III        Certain Litigation                                          

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                           TERM LOAN AGREEMENT dated as of March 30, 2001,
                 among THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation
         (the "Borrower"); the lenders listed in Schedule 2.01
         (together with their successors and permitted assigns
              hereunder, the "Lenders"); THE CHASE MANHATTAN BANK, a New
             York banking corporation, as administrative agent for the
               Lenders (in such capacity, the "Administrative Agent"); and
                  CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent for the
Lenders (the "London Agent").               

      The Borrower has requested the Lenders to extend credit to the
Borrower in order to enable it to borrow on a term basis on the date hereof a   
principal amount equal to $800,000,000. The Lenders are willing to extend such  
credit to the Borrower on the terms and subject to the conditions herein set    
forth.                                                                          

      Accordingly, the Borrower, the Lenders and the Agents agree as
follows:                                                                        

ARTICLE I.  DEFINITIONS                                                         

     SECTION 1.01.  Defined Terms.  As used in this Agreement, the
following terms shall have the meanings specified below:                        

      "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

          "ABR Loan" shall mean any Tranche A Loan or portion thereof during
an Interest Period that is bearing interest at a rate determined by reference to
the Alternate Base Rate in accordance with the provisions of Article II.        

            "Adjusted CD Rate" shall mean, with respect to any CD Loan, the rate
per annum (rounded upward, if necessary, to the nearest 1/1000th of 1%)         
equivalent to the sum of (i) the quotient of (x) the CD Rate with respect to the
Interest Period in respect of such CD Loan, divided by (y) one minus the CD     
Reserve Requirement of the applicable Lender, if any, plus (ii) the Assessment  
Rate of the applicable Lender, if any. The Adjusted CD Rate shall be determined 
as of the first day of, and shall remain constant throughout, the applicable    
Interest Period.                                                                

          "Adjusted Dollar LIBO Rate" shall mean, with respect to any Dollar
Eurocurrency Loan, the Adjusted LIBO Rate for the relevant Interest Period.     

      "Adjusted Euro LIBO Rate" shall mean, with respect to any Euro
Eurocurrency Loan, the Adjusted LIBO Rate for the relevant Interest Period.     

         "Adjusted LIBO Rate" shall mean, with respect to any Eurocurrency
Loan, the rate per annum (expressed as a percentage rounded upward, if          
necessary, to the nearest 1/1000th of 1%) equivalent to the sum of (i) the      
quotient of (x) the LIBO Rate for the Interest Period in respect of such        
Eurocurrency Loan, divided by (y) one minus the Eurocurrency Reserve            
Requirement, if any. The Adjusted LIBO Rate shall be the rate appropriately     
determined to be in effect on the first day of, and shall remain constant       
throughout, such Interest Period. The Eurocurrency Reserve Requirement shall be 
determined as at the first day of, and shall remain constant throughout, such   
Interest Period.                                                                

           "Agents" shall mean, collectively, the Administrative Agent and the
London Agent.                                                                   

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                                                                               2

       "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of 
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective    
Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate"    
shall mean the rate of interest per annum publicly announced from time to time  
by the Administrative Agent as its prime rate in effect at its principal office 
in New York City; each change in the Prime Rate shall be effective on the date  
such change is publicly announced as effective. "Federal Funds Effective Rate"  
shall mean, for any day, the weighted average of the rates on overnight Federal 
funds transactions with members of the Federal Reserve System arranged by       
Federal funds brokers, as published on the next succeeding Business Day by the  
Federal Reserve Bank of New York, or, if such rate is not so published for any  
day which is a Business Day, the average of the quotations for the day of such  
transactions received by the Administrative Agent from three Federal funds      
brokers of recognized standing selected by it. If for any reason the            
Administrative Agent shall have determined (which determination shall be        
conclusive absent manifest error) that it is unable to ascertain the Federal    
Funds Effective Rate for any reason, including the inability or failure of the  
Administrative Agent to obtain sufficient quotations in accordance with the     
terms thereof, the Alternate Base Rate shall be determined without regard to    
clause (b) of the first sentence of this definition until the circumstances     
giving rise to such inability no longer exist. Any change in the Alternate Base 
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective on the effective date of such change in the Prime Rate or the      
Federal Funds Effective Rate, respectively.                                     

         "Annual Period" shall mean a period of four complete, consecutive
fiscal quarters of the Borrower, taken together and constituting one accounting 
period.                                                                         

          "Applicable Agent" shall mean (a) with respect to a Tranche A Loan
or a Tranche A Borrowing, and with respect to any payment or other matter       
hereunder that does not relate to a particular Loan or Borrowing, the           
Administrative Agent, and (b) with respect to a Tranche B Loan or a Tranche B   
Borrowing, the London Agent.                                                    

            "Applicable Jurisdiction" shall mean (a) with respect to a Tranche A
Loan or a Tranche A Borrowing, and with respect to any payment or other matter  
hereunder that does not relate to a particular Loan or Borrowing, New York, New 
York, and (b) with respect to a Tranche B Loan or a Tranche B Borrowing, London.

        "Applicable Spread" shall mean, for any day, with respect to any
Eurocurrency Loan, CD Loan or ABR Loan, the applicable rate per annum set forth 
below under the caption "Eurocurrency Spread", "CD Spread" or "ABR Spread", as  
the case may be, based upon the ratings by Moody's and S&P, respectively,       
applicable on such date to the Index Debt:                                      

                                                                [Download Table]

                              EUROCURRENCY                              
INDEX DEBT RATINGS               SPREAD      CD SPREAD        ABR SPREAD
------------------------------------------------------------------------
                                                                        
Category 1                                                              
BBB/Baa2 or higher               1.250%         1.375%            0.000%
------------------------------------------------------------------------
Category 2                                                              
BBB-/Baa3                        1.500%         1.625%            0.250%
------------------------------------------------------------------------
Category 3                                                              
lower than BBB-/Baa3                                                    
or unrated                       1.750%         1.875%            0.500%
------------------------------------------------------------------------

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                                                                               3

         For purposes of the foregoing, (i) if either Moody's or S&P shall
not have in effect a rating for the Index Debt (other than by reason of the     
circumstances referred to in the last sentence of this definition), then such   
rating agency shall be deemed to have established a rating in Category 3; (ii)  
if the ratings established or deemed to have been established by Moody's and S&P
for the Index Debt shall fall within different Categories, the Applicable Spread
shall be based on the lower of the ratings and (iii) if the ratings established 
by Moody's and S&P for the Index Debt shall be changed (other than as a result  
of a change in the rating system of Moody's or S&P), such change shall be       
effective as of the date on which it is first announced by the applicable rating
agency. Each change in the Applicable Spread shall apply during the period      
commencing on the effective date of such change and ending on the date          
immediately preceding the effective date of the next such change. If the rating 
system of Moody's or S&P shall change, or if either such rating agency shall    
cease to be in the business of rating corporate debt obligations, the Borrower  
and the Lenders shall negotiate in good faith to amend this definition to       
reflect such changed rating system or the unavailability of ratings from such   
rating agency and, pending the effectiveness of any such amendment, the         
Applicable Spread shall be determined by reference to the rating most recently  
in effect prior to such change or cessation.                                    

 "Assessment Rate" shall mean, at any date as of which any
determination thereof is being or to be made and with respect to any CD Loan and
the applicable Interest Period in respect of which any determination thereof is 
being or to be made, the aggregate of the net annual assessment rates or similar
fees or charges (expressed on a per annum percentage basis, rounded upward, if  
necessary, to the nearest 1/1000th of 1%), if any, paid by the Lender making    
such Loan on its Dollar time deposits in the United States of America insured by
the Federal Deposit Insurance Corporation (or any successor agency) or any other
Governmental Body which has general jurisdiction over such Lender; such rates,  
fees or charges, if any, shall be determined by annualizing the then most recent
assessment rates or similar fees or charges levied on such Lender by said       
Corporation or other Governmental Body with respect to such Dollar time deposits
evidenced by certificates of deposit or equivalent instruments in amounts and   
for periods substantially equal to the applicable Interest Period.              

      "Authorized Officer" shall mean (i) any of the Chairman of the
Board, any Vice Chairman of the Board, any President, any Executive Vice        
President, any Senior Vice President, any Vice President and the Treasurer of   
the Borrower, and (ii) in respect of all matters relating to this Agreement     
other than the execution and delivery of this Agreement, the Secretary, any     
Assistant Treasurer or any Assistant Secretary of the Borrower and any other    
person designated in writing by any officer specified in clause (i) above as    
duly authorized to act on behalf of the Borrower hereunder.                     

        "Board" shall mean the Board of Governors of the Federal Reserve
System of the United States.                                                    

          "Borrowing" shall mean a group of Loans of a single Class and Type
made by the applicable Lenders on a single date and as to which a single        
Interest Period is in effect.                                                   

"Borrowing Date" shall mean the date of this Agreement. 

     "Borrowing Minimum" shall mean (a) in the case of a Borrowing
denominated in Euros, EUR25,000,000 and (b) in the case of a Borrowing          
denominated in Dollars, $25,000,000.                                            

      "Borrowing Multiple" shall mean (a) in the case of a Borrowing
denominated in Euros, EUR1,000,000 and (b) in the case of a Borrowing           
denominated in Dollars, $1,000,000.                                             

      "Borrowing Request" shall mean a request by the Borrower for a
Borrowing in the form of Exhibit A.                                             

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                                                                               4

      "Business Day" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which banks are  
open for business in New York City; provided, however, that, (a) when used in   
connection with a Eurocurrency Loan, the term "Business Day" shall also exclude 
any day on which banks are not open for dealings in deposits in Dollars or      
Euros, as the case may be, in the London interbank market and (b) when used in  
connection with a Loan denominated in Euros, shall also exclude any day on which
the TARGET payment system is not open for the settlement of payments in Euros.  

    "CD Borrowing" shall mean a Borrowing comprised of CD Loans.

            "CD Loan" shall mean any Tranche A Loan or portion thereof during an
Interest Period that is bearing interest at a rate determined by reference to   
the Adjusted CD Rate in accordance with the provisions of Article II.           

      "CD Rate" shall mean, with respect to any CD Borrowing for any
Interest Period, the rate of interest (expressed as an annual rate) equal to the
rate specified in respect of certificates of deposit or similar instruments     
having a maturity which is equal or substantially equal to such Interest Period,
which rate appears on the display designated as page "FEDM" on the Reuter System
(or on such other display on the Reuter System as shall then display rates for  
the purchase at face value of certificates of deposit or equivalent instruments)
at 10:00 a.m., New York City time, on the first day of such Interest Period;    
provided, that if no rates can be obtained from page "FEDM" of the Reuter System
(or such other display), CD Rate shall be equal to the rate set forth under the 
caption "Certificates of Deposit" in the daily statistical release published by 
the Federal Reserve Bank of New York entitled "Composite 3:30 p.m. Quotations   
for U.S. Government Securities", or any successor publication (the "Composite   
Quotations"), for the first day of such Interest Period in respect of           
certificates of deposit having a maturity substantially equal to such Interest  
Period; provided, further, that if no rates are available from the Reuter System
or the Composite Quotations, or the Administrative Agent or the Borrower shall  
in good faith reasonably determine (and promptly give notice to the other party 
of such determination) that the CD Rate in respect of such Interest Period      
determined as aforesaid is materially higher (as reasonably determined by the   
Borrower) or lower (as reasonably determined by the Administrative Agent) than  
the prevailing rate of interest the Administrative Agent is required to pay to  
acquire funds evidenced by non-negotiable certificates of deposit in amounts of 
$1,000,000 or more for a period substantially equal to such Interest Period,    
then, in any such event, CD Rate shall mean, with respect to such Interest      
Period and to the applicable CD Borrowing, the arithmetic average (expressed as 
a percentage rounded upward, if necessary, to the nearest 1/1000th of 1%) of the
offered rates (each expressed as a per annum rate) offered by leading New York  
City dealers in negotiable certificates of deposit at 10:30 a.m., New York City 
time, on the first day of such Interest Period for the purchase at face value   
from the Administrative Agent of negotiable certificates of deposit or          
equivalent instruments in amounts of $1,000,000 or more for the period of, or   
for a period comparable or substantially equal to, such Interest Period.        

        "CD Reserve Requirement" shall mean, at any date as of which any
determination thereof is being or to be made and with respect to any CD Loan and
the applicable Interest Period in respect of which any determination thereof is 
being or to be made, the amount (expressed as a decimal, rounded upward, if     
necessary, to six decimal places) equal to the sum of (i) the aggregate of all  
reserve requirements (including, without duplication, all basic, supplemental,  
marginal and other reserves) in effect on such date (as established under       
Regulation D of the Board, or any other regulation of the Board which prescribes
reserve requirements applicable to non-personal time deposits then in effect and
applicable to the Lender making such Loan), on Dollar non-personal time deposits
in the United States of the type used as a reference in determining the CD Rate 
and having a maturity equal or comparable to the applicable Interest Period, as 
and to the extent that such Lender is subject to such requirements, and (ii) the
aggregate of all reserve or similar requirements of any other Governmental Body 

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                                                                               5

having jurisdiction over such Lender in respect of such Dollar non-personal time
deposits in the United States having a maturity equal or comparable to the      
applicable Interest Period.                                                     

            "Class", when used in reference to (a) any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are Tranche A     
Loans or Tranche B Loans, and (b) any Commitment, refers to whether such        
Commitment is a Tranche A Commitment or a Tranche B Commitment.                 

            "Code" shall mean the Internal Revenue Code of 1986, as the same may
be amended from time to time.                                                   

     "Commitment" shall mean a Tranche A Commitment or a Tranche B
Commitment.                                                                     

          "Consolidated" shall refer to the consolidation of the accounts of
the Borrower and the Subsidiaries in accordance with generally accepted         
accounting principles, including principles of consolidation.                   

      "Consolidated Debt" shall mean, as at the date as of which any
determination thereof is being or to be made, Debt of the Borrower and the      
Subsidiaries, without duplication, determined on a Consolidated basis in        
accordance with generally accepted accounting principles.                       

          "Consolidated Financial Statements of the Borrower" shall mean the
Consolidated balance sheet of the Borrower and Subsidiaries as at December 31,  
2000 and 1999 and the Consolidated statements of income, shareholders' equity   
and cash flows for each of the three years in the period ended December 31,     
2000, and the Notes to Financial Statements in respect thereof, together with   
the Report of PricewaterhouseCoopers LLP, independent accountants, in respect   
thereof, all as set forth at pages 53 through 80, inclusive, of the Annual      
Report on Form 10-K for the Borrower for the year ended December 31, 2000, a    
copy of which has heretofore been delivered to each of the Lenders.             

       "Consolidated Interest Expense" shall mean, with respect to any
Annual Period in respect of which a determination thereof is being or to be     
made, without duplication and excluding intercorporate transactions among the   
Borrower and the Subsidiaries, the sum of (i) Consolidated interest accrued in  
respect of all Consolidated Debt of the Borrower and the Subsidiaries during    
such Annual Period, whether or not paid and whether expensed or capitalized,    
calculated and determined after giving effect, as and to the extent permitted by
generally accepted accounting principles, to any amounts paid or received by the
Borrower or the Subsidiaries under interest rate exchange and similar agreements
and arrangements which are intended to hedge or limit interest rates and        
expenses, plus (ii) amortization of debt expense and discount or premium        
relating to any such Debt (including and giving effect to any similar amounts   
paid or received by the Borrower and the Subsidiaries under any such interest   
rate exchange or similar agreement or arrangement) during such period, whether  
or not paid and whether expensed or capitalized, plus (iii) the portion of      
rental expense payable during such period pursuant to all capital lease         
obligations (which are recorded as Debt) representing imputed interest recorded 
in accordance with generally accepted accounting principles.                    

        "Consolidated Net Worth" shall mean, as at the end of any fiscal
quarter in respect of which a determination thereof is being or to be made, the 
Consolidated stated capital, surplus and retained earnings of the Borrower and  
the Subsidiaries, before (i) foreign currency translation adjustment and (ii)   
the effect (on such retained earnings) of the recognition of the one time charge
for the "transition obligation" of the Borrower and the Subsidiaries upon the   
Borrower's adoption of, and under and in accordance with the applicable         
provisions of, Statement of Financial Accounting Standards No. 106, "Employers' 
Accounting for Postretirement Benefits other than Pensions" in 1992.            

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                                                                               6

       "Consolidated Operating Income" shall mean, with respect to any
Annual Period in respect of which a determination thereof is being or to be     
made, the Consolidated net sales of the Borrower and the Subsidiaries for such  
Annual Period, plus other income, depreciation and amortization, minus cost of  
goods sold and selling, administrative and general expense properly attributable
to continuing operations of the Borrower and the Subsidiaries for such Annual   
Period.                                                                         

           "Debt" shall mean and shall include, as at the date as of which any
determination thereof is being or is to be made and in respect of any Person,   
without duplication and excluding in the case of the Borrower and the           
Subsidiaries intercorporate debt and other intercorporate obligations solely    
among the Borrower and the Subsidiaries, all (i) indebtedness of such Person for
borrowed money, (ii) obligations of such Person evidenced by bonds, debentures, 
notes or other similar instruments, (iii) obligations of such Person to pay the 
deferred purchase price of property or services under conditional sales or other
similar agreements which provide for the deferral of the payment of the purchase
price for a period in excess of one year following the date of such Person's    
receipt and acceptance of the complete delivery of such property and/or         
services, (iv) obligations of such Person as lessee under leases which          
obligations are, in accordance with generally accepted accounting principles,   
recorded as capital lease obligations, and (v) obligations of such Person under 
direct or indirect guaranties in respect of, and obligations (contingent or     
otherwise) of such Person to purchase or otherwise acquire, indebtedness or     
obligations of others of the kinds referred to in clauses (i) through (iv)      
above. Whenever any determination of the amount of Debt (or of Consolidated Debt
or Funded Debt) is required or permitted to be, or is otherwise being or to be, 
made for any purpose under this Agreement, the amount of any such Debt          
denominated in any currency other than Dollars shall be calculated at the Dollar
Equivalent of such Debt as at the date as of which such determination of the    
amount of Debt is being or to be made, except that, if all or any portion of the
principal amount of any such Debt which is payable in a currency other than     
Dollars is hedged into Dollars, the principal amount of such hedged Debt, or the
hedged portion thereof, shall be deemed to be equal to the amount of Dollars    
specified in, or determined pursuant to, the applicable hedging contract.       

       "Dollar Equivalent" shall mean, in respect of any amount of any
currency, and as at the date and time as of which any determination thereof is  
being or to be made, that number of Dollars into which such amount of currency  
may be converted on such date, which shall be equal to the product of (a) the   
principal amount of such currency (expressed in standard units of such currency)
multiplied by (b) the prevailing spot rate for exchanging such currency into    
Dollars as quoted on page "Spot" of the Reuter System as at such date and time  
as of which the determination of Dollar Equivalent is being or to be made, or,  
if no rate is quoted in respect of such currency on the Reuter System display   
designated page "Spot" as at such date and time, the prevailing spot rate for   
exchanging such currency into Dollars in the New York City foreign currency     
exchange market (or, if a more substantial and liquid market for the exchange of
such currency, the London currency exchange market or the currency exchange     
market in the principal financial center of such currency) as at such date and  
time.                                                                           

           "Dollar Eurocurrency Loan" shall mean any Tranche A Loan or portion
thereof during an Interest Period that is bearing interest at an Adjusted Dollar
LIBO Rate.                                                                      

        "Dollars" or "$" shall mean lawful money of the United States of
America.                                                                        

         "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time, and the regulations         
promulgated and the rulings issued thereunder.                                  

      "ERISA Liabilities" shall mean, as at the date as of which any
determination in respect thereof is being or to be made, the minimum liability  
with respect to Plans which would be required to be reflected at such time as a 
liability on the Consolidated balance sheet of the                              

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                                                                               7

Borrower and the Subsidiaries under paragraphs 36 and 70 of Statement of        
Financial Accounting Standards No. 87 as such statement may from time to time be
amended, modified or supplemented, or under any successor statement issued in   
replacement thereof.                                                            

            "Euro" or "EUR" shall mean the single currency of the European Union
as constituted by the Treaty on European Union and as referred to in the        
European Monetary Union Legislation.                                            

         "Euro Eurocurrency Loan" shall mean any Tranche B Loan or portion
thereof during an Interest Period that is bearing interest at an Adjusted Euro  
LIBO Rate.                                                                      

    "Eurocurrency Borrowing" shall mean a Borrowing comprised of
Eurocurrency Loans.                                                             

            "Eurocurrency Loan" shall mean any Loan or portion thereof during an
Interest Period that is bearing interest at a rate determined by reference to   
the Adjusted LIBO Rate in accordance with the provisions of Article II.         

        "Eurocurrency Reserve Requirement" shall mean, at any date as of
which any determination thereof is being or to be made and with respect to any  
Eurocurrency Loan and the applicable Interest Period in respect of which any    
determination thereof is being or to be made, the amount (expressed as a        
decimal, rounded upward, if necessary, to six decimal places) of the applicable 
statutory reserve or similar requirements (including, without duplication, all  
basic, supplemental, marginal, emergency, special and other reserves), if any,  
applicable to and imposed upon the applicable Lender from time to time under    
regulations issued from time to time by the Board or any Governmental Body of   
the jurisdiction of the currency of such Loan (or any successor) for determining
the minimum reserve requirement (including, without limitation, any such reserve
requirements under Regulation D of the Board and any emergency, supplemental or 
other marginal reserve requirements), or by any other Governmental Body having  
jurisdiction over such Lender, applicable to such Lender with respect to        
liabilities or assets consisting of or including Eurocurrency liabilities (as   
defined in Regulation D of the Board, as in effect from time to time), or       
customarily used to fund loans similar to such Loan, having a term substantially
equal to such Interest Period.                                                  

          "Event of Default" shall have the meaning assigned to such term in
Article VII.                                                                    

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and any successor Federal statute.                                     

           "Excluded Taxes" shall mean, with respect to any Lender, (a) income
or franchise taxes imposed on (or measured by) its net income by the United     
States of America (or any political subdivision thereof), or by the jurisdiction
under which such recipient is organized or in which its principal office or any 
lending office from which it makes Loans hereunder is located, (b) any branch   
profit taxes imposed by the United States of America or any similar tax imposed 
by any other jurisdiction described in clause (a) above, (c) in the case of a   
Tranche A Lender, any withholding tax that is imposed by the United States of   
America (or any political subdivision thereof) on payments to such Lender by the
Borrower from an office within such jurisdiction to the extent such tax is in   
effect and would apply as of the date such Tranche A Lender becomes a party to  
this Agreement or relates to payments received by a new lending office          
designated by such Tranche A Lender and is in effect and would apply at the time
such lending office is designated, (d) in the case of a Tranche B Lender, any   
withholding tax that is imposed (i) by the United States or (unless the Borrower
is a resident of the United Kingdom or makes payments from an office in the     
United Kingdom) the United Kingdom (or any political subdivision of either      
thereof) on payments to such Lender by the Borrower from an office within either
such jurisdiction to the extent such tax is in effect and would apply as of the 
date such Tranche B Lender becomes a party to this Agreement or relates to      
payments received by a new                                                      

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lending office designated by such Tranche B Lender and is in effect and would   
apply at the time such lending office is designated or (e) any withholding tax  
that is attributable to such Lender's failure to comply with Section 2.14(e),   
except, in the case of clause (c) or (d) above, to the extent that (i) such     
Lender (or its assignor, if any) was entitled, at the time of designation of a  
new lending office (or assignment), to receive additional amounts from the      
Borrower with respect to such withholding tax pursuant to Section 2.14(a) or    
(ii) such withholding tax shall have resulted from the making of any payment to 
a location other than the office designated by the Applicable Agent for the     
receipt of payments of the applicable type from the Borrower.                   

            "Funded Debt" shall mean and include, as at any date as of which any
determination thereof is being or to be made, any Debt of the Borrower which by 
its terms (i) matures more than one year after the date on which it was issued, 
incurred, assumed or guaranteed by the Borrower, or (ii) matures one year or    
less after the date it was issued, incurred, guaranteed or assumed which at such
date may be renewed at the sole election or option of the Borrower so as to     
mature more than one year after such date.                                      

        "Governmental Body" shall mean the United States of America, any
State thereof, any other country or any political subdivision of such other     
country, or any department, agency, commission, board, bureau or instrumentality
of the United States of America, any State thereof, any other country or        
political subdivision of such other country or any subdivision of any of them,  
and, to the extent the term is used in respect of any Agent or Lender, any      
quasi-governmental body, agency or authority (including any central bank)       
exercising regulatory authority over such Agent or Lender pursuant to applicable
law in respect of the transactions contemplated by this Agreement.              

       "Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

 "Index Debt" shall mean the Borrower's senior, unsecured,
non-credit-enhanced long-term Debt for borrowed money.                          

           "Interest Election Request" shall mean a request by the Borrower to
convert or continue a Borrowing or a portion thereof in accordance with Section 
2.04.                                                                           

         "Interest Payment Date" shall mean, with respect to any Loan, the
last day of the Interest Period applicable thereto and the Maturity Date and, in
the case of a Eurocurrency Loan with an Interest Period of more than three      
months' duration or a CD Loan with an Interest Period of more than 90 days'     
duration, each day that would have been an Interest Payment Date for such Loan  
had successive Interest Periods of three months' duration or 90 days' duration, 
as the case may be, been applicable to such Loan and, in addition, the date of  
any conversion of such Loan to a Loan of a different Type; provided that with   
respect to any ABR Loan, Interest Payment Date shall mean the last day of each  
fiscal quarter.                                                                 

         "Interest Period" shall mean (a) as to any Eurocurrency Loan, the
period commencing on the Borrowing Date in respect of such Loan or on the last  
day of the immediately preceding Interest Period applicable to such Loan, as the
case may be, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1,
2, 3, 6 or 12 months thereafter, as the Borrower may elect (or, in the case of a
Tranche B Loan, on the Maturity Date), (b) as to any CD Loan, a period of 1, 3  
or 6 months' duration, as the Borrower may elect, commencing on the Borrowing   
Date or on the last day of the immediately preceding Interest Period applicable 
to such Loan, as the case may be, and (c) as to any ABR Loan, the period        
commencing on the Borrowing Date or on the last day of the immediately preceding
Interest Period applicable to such Loan, as the case may be, and ending on any  
date one through 90, inclusive, days thereafter, as the Borrower may elect, or, 
if earlier, on the Maturity Date or the date of prepayment of such Loan;        
provided, however, that if any Interest Period would end on a day other than a  
Business Day, such Interest Period shall be extended to the next succeeding     
Business Day unless, in the case of Eurocurrency Loans                          

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only, such next succeeding Business Day would fall in the next calendar month,  
in which case such Interest Period shall end on the next preceding Business Day.
Interest shall accrue from and including the first day of an Interest Period to 
but excluding the last day of such Interest Period.                             

            "LIBO Rate" shall mean, with respect to any Interest Period relating
to a Eurocurrency Loan, the rate of interest (expressed as an annual rate) equal
to the British Bankers Association (the "BBA") interest settlement rate for     
Dollars (in respect of Dollar Eurocurrency Loans) or Euros (in respect of Euro  
Eurocurrency Loans), as the case may be (the "BBA Interest Settlement Rate      
USD/EUR"), for a period substantially equal to such Interest Period as quoted at
page 3750 of the Telerate Service ("Telerate 3750"), or at such page or display 
as may replace Telerate 3750 or on such other service as may be nominated by the
BBA as the information vendor for the purpose of displaying the BBA Interest    
Settlement Rate for USD/EUR ("BBA Interest Settlement Rate Screen"), for        
delivery on the first day of such Interest Period, such rate to be established  
from the quote on Telerate 3750 at 11:00 a.m. (or as near as practicable        
thereto), London time, two Business Days prior to the first day of such Interest
Period (which shall be a Business Day); provided, that, if no rate for the      
relevant Interest Period is quoted on Telerate 3750, or any successor or        
substitute BBA Interest Settlement Rate Screen, then the LIBO Rate shall be     
equal to the arithmetic average (expressed as a percentage rounded upward, if   
necessary, to the nearest 1/1000th of 1%) of the rates (expressed as annual     
rates) at which deposits in Dollars or Euros, as the case may be, in amounts of 
$5,000,000 or EUR5,000,000 or more for a period substantially equal to such     
Interest Period are offered by the LIBOR Reference Banks to prime banks in the  
London interbank market for delivery on the first day of such Interest Period,  
such rates to be established from quotes obtained at (or as near as practicable 
to) 12:00 noon (London time) two Business Days prior to the first day of such   
Interest Period (which shall be a Business Day); provided further, that if with 
respect to any such Interest Period fewer than two LIBOR Reference Banks are    
offering quotations, then the LIBO Rate shall be equal to the arithmetic average
(rounded upward, if necessary, to the nearest 1/1000th of 1%) of the rates      
(expressed as annual rates) at which the Reference Banks are offered deposits in
Dollars or Euros, as the case may be, in New York in amounts of $5,000,000 or   
EUR5,000,000 or more for delivery on the first day of such Interest Period for a
period substantially equal to the Interest Period by leading banks in the New   
York interbank market as of 11:00 a.m. (New York time) on the first day of such 
Interest Period (which shall be a business day). As used herein, the term "LIBOR
Reference Banks" shall mean The Chase Manhattan Bank, BNP Paribas, London, and  
Credit Suisse, London, Limited, and the term "Reference Banks" shall mean Bank  
of America N.A., Citibank, N.A., and Commerzbank Aktiengesellschaft.            

            "Lien" shall mean, with respect to any asset, (a) any mortgage, deed
of trust, lien, pledge, encumbrance, charge or security interest in or on such  
asset or (b) the interest of a vendor or a lessor under any conditional sale    
agreement, capital lease or title retention agreement relating to such asset.   

"Loan" shall mean a Tranche A Loan or a Tranche B Loan. 

         "Local Time" shall mean (a) with respect to a Tranche A Loan or a
Tranche A Borrowing, New York City time, and (b) with respect to a Tranche B    
Loan or a Tranche B Borrowing, London time.                                     

  "Majority Lenders" shall mean, at any time, Lenders having
outstanding Loans representing a majority of the aggregate principal amount of  
outstanding Loans.                                                              

        "Manufacturing Facility" shall mean any plant, other facility or
equipment owned by the Borrower or a Subsidiary which is used primarily to      
manufacture automotive or other products, but shall not include (i) retread     
plants, facilities or equipment, (ii) plants, facilities or equipment which, in 
the opinion of the Board of Directors of the Borrower, are not of material      
importance to the total business conducted by the Borrower and the Subsidiaries,
or                                                                              

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(iii) plants, facilities or equipment which, in the opinion of the Board of     
Directors of the Borrower, are used primarily for transportation, marketing or  
warehousing.                                                                    

"Maturity Date" shall mean March 30, 2004.              

     "Moody's" shall mean Moody's Investors Service, Inc., and its
successors.                                                                     

         "Net Income" shall mean, with respect to any period in respect of
which a determination is being made or to be made, consolidated net income of   
the Borrower and the Subsidiaries for such period determined in accordance with 
generally accepted accounting principles in the United States, as in effect on  
the date hereof.                                                                

            "Person" shall mean any natural person, corporation, business trust,
joint venture, association, company, partnership or Governmental Body.          

"Plan" shall mean an employee benefit plan, other than a
Multiemployer Plan (as defined in Section 4001(a)(3) of ERISA), which (i) is    
(or, in the event that any such plan has been terminated within five years of a 
transaction described in Section 4069 of ERISA, was) maintained for employees of
the Borrower (or any trade or business which would be considered as under common
control with the Borrower within the meaning of Section 4001(b) of ERISA) and   
subject to Title IV of ERISA, and (ii) has assets having an aggregate market    
value in excess of $100,000,000.                                                

      "Prepayment Minimum" shall mean (a) in the case of a Borrowing
denominated in Euros, EUR5,000,000 and (b) in the case of a Borrowing           
denominated in Dollars, $5,000,000.                                             

       "Prepayment Multiple" shall mean (a) in the case of a Borrowing
denominated in Euros, EUR1,000,000 and (b) in the case of a Borrowing           
denominated in Dollars, $1,000,000.                                             

  "Required Lenders" shall mean, at any time, Lenders having
outstanding Loans representing at least two-thirds of the aggregate principal   
amount of the outstanding Loans.                                                

   "Reuter System" shall mean the Reuter Money Service Monitor
System.                                                                         

"S&P" shall mean Standard and Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and its successors.                

     "Schedule of Compliance" shall mean a Schedule of Compliance,
substantially in the form of Exhibit C, prepared by the Borrower and delivered  
to the Lenders pursuant to subsection (c) of Article V.                         

     "Subsidiary" shall mean any corporation, partnership, limited
liability company, joint venture, trust or estate of which (or in which) more   
than 50% of                                                                     

         (i) the outstanding capital stock having ordinary voting power to
elect a majority of the board of directors of such corporation      
  (irrespective of whether or not at the time capital stock of any other
      class or classes of such corporation shall or might have voting power upon
the occurrence of any contingency),                                 

(ii) the interest in the capital or profits of such     
partnership, limited liability company or joint venture, or         

(iii) the beneficial interest of such trust or estate,  

is at the time directly or indirectly owned by the Borrower, by the Borrower and
one or more other Subsidiaries, or by one or more other Subsidiaries.           

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     "Supplemental Amount" shall mean, as at the end of any fiscal
quarter of the Borrower in respect of which a determination thereof is being or 
to be made, the Dollar amount (if a positive number), if any, which is equal to 
the product of (x) the remainder obtained by subtracting $3,800,000,000 from the
Consolidated Net Worth of the Borrower as at the end of such fiscal quarter,    
multiplied by (y) .50.                                                          

       "Taxes" shall mean any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Body.                                                                           

           "Tranche A Borrowing" shall mean a Borrowing comprised of Tranche A
Loans.                                                                          

           "Tranche A Commitment" shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make Tranche A Loans hereunder on the     
Borrowing Date. The amounts of the Lenders' Tranche A Commitments are set forth 
on Schedule 2.01. The aggregate amount of the Tranche A Commitments is          
$800,000,000.                                                                   

          "Tranche A Lender" shall mean a Lender with a Tranche A Commitment
or an outstanding Tranche A Loan.                                               

      "Tranche A Loan" shall mean a Loan made in Dollars pursuant to
clause (a) of Section 2.01.                                                     

           "Tranche B Borrowing" shall mean a Borrowing comprised of Tranche B
Loans.                                                                          

           "Tranche B Commitment" shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make Tranche B Loans hereunder on the     
Borrowing Date. The amounts of the Lenders' Tranche B Commitments are set forth 
on Schedule 2.01. The aggregate amount of the Tranche B Commitments on the date 
hereof is Euro 0.                                                               

          "Tranche B Lender" shall mean a Lender with a Tranche B Commitment
or an outstanding Tranche B Loan.                                               

           "Tranche B Loan" shall mean a Loan made in Euros pursuant to clause
(b) of Section 2.01.                                                            

            "Type", when used in respect of any Loan or Borrowing and in respect
of any Interest Period during which such Loan or Borrowing is outstanding, shall
refer to the Rate by reference to which interest on such Loan or on the Loans   
comprising such Borrowing is determined in respect of such Interest Period. For 
purposes hereof, "Rate" shall include the Adjusted LIBO Rate, the CD Rate and   
the Alternate Base Rate.                                                        

            SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both 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".  
All references herein to Articles, Sections, Exhibits and Schedules shall be    
deemed references to Articles and Sections of, and Exhibits and Schedules to,   
this Agreement unless the context shall otherwise require. Except as otherwise  
expressly provided herein, all terms of an accounting or financial nature shall 
be construed in accordance with generally accepted accounting principles in the 
United States, as in effect on the date of this Agreement.                      

ARTICLE II.  THE CREDITS                                                        

          SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, on the Borrowing Date (a) each Tranche A Lender agrees to make one
or more Loans to                                                                

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the Borrower in Dollars in an aggregate principal amount equal to its Tranche A 
Commitment, and (b) each Tranche B Lender agrees to make one or more Loans to   
the Borrower in Euro in an aggregate principal amount equal to its Tranche B    
Commitment. Amounts repaid in respect of Loans may not be reborrowed. The       
Commitments shall expire at 5:00 p.m., New York City time, on the Borrowing     
Date.                                                                           

          SECTION 2.02. Loans. (a) Each Tranche A Loan shall be made as part
of a Borrowing consisting of Tranche A Loans made by the Tranche A Lenders      
ratably in accordance with their Tranche A Commitments, and each Tranche B Loan 
shall be made as part of a Borrowing consisting of Tranche B Loans made by the  
Tranche B Lenders ratably in accordance with their Tranche B Commitments. The   
failure of any Lender to make any Loan shall not in itself relieve any other    
Lender of its obligation to lend hereunder (it being understood, however, that  
no Lender shall be responsible for the failure of any other Lender to make any  
Loan required to be made by such other Lender). On the Borrowing Date, the Loans
comprising any Borrowing shall be in an aggregate principal amount which is an  
integral multiple of the Borrowing Multiple and not less than the Borrowing     
Minimum.                                                                        

          (b) Each Tranche A Borrowing shall be comprised entirely of Dollar
Eurocurrency Loans, CD Loans or ABR Loans, as the Borrower may request pursuant 
to Section 2.03. Each Tranche B Borrowing shall be comprised entirely of Euro   
Eurocurrency Loans. Tranche A Borrowings of more than one Type, and Tranche A   
Borrowing or Tranche B Borrowing of the same Type and having different Interest 
Periods, may be outstanding at the same time. For purposes of the foregoing,    
Loans of different Classes or Types and Loans having different Interest Periods,
regardless of whether they commence on the same date, shall be considered       
separate Loans and separate Borrowings during the relevant Interest Periods.    

          (c) Each Lender shall make each Loan to be made by it hereunder by
wire transfer of immediately available funds to the Applicable Agent by wire    
transfer of immediately available funds in the applicable currency by 11:30     
a.m., Local Time, on the Borrowing Date to the account of the Applicable Agent  
in the Applicable Jurisdiction designated by it for such purpose by notice to   
the applicable Lenders, and the Applicable Agent shall transfer the entire      
amount received to the Borrower in the applicable currency in immediately       
available funds to a bank and account in the Applicable Jurisdiction designated 
by the Borrower as promptly as practicable and in any event by such a time that 
such funds will be available for retransfer, investment or other use by the     
Borrower on the Borrowing Date or, if a Borrowing shall not occur because any   
condition precedent herein specified shall not have been met, return the amounts
so received to the respective Lenders. Unless the Applicable Agent shall have   
received notice from a Lender prior to the Borrowing Date that such Lender will 
not make available to the Applicable Agent such Lender's portion of any         
Borrowing, the Applicable Agent may assume that such Lender has made such       
portion available to the Applicable Agent on the Borrowing Date in accordance   
with this paragraph (c) and the Applicable Agent may, in reliance upon such     
assumption, make available to the Borrower on such date a corresponding amount. 
If and to the extent that such Lender shall not have made such portion available
to the Applicable Agent, such Lender and the Borrower severally agree to repay  
to the Applicable Agent forthwith on demand such corresponding amount together  
with interest thereon, for each day from the Borrowing Date until the date such 
amount is repaid to the Applicable Agent at (i) in the case of a Tranche A      
Borrowing, the Federal Funds Effective Rate, and (ii) in the case of a Tranche B
Borrowing, the rate reasonably determined by the Applicable Agent to represent  
the cost to it of funding such amount; provided that if such Lender does not pay
such principal amount to the Applicable Agent within five Business Days and the 
Borrower repays such principal amount on the sixth Business Day, such Lender    
shall be responsible for interest during such six Business Day period, provided 
that the Applicable Agent, if it shall first have made demand on such Lender and
shall not have received payment, may recover such interest from the Borrower. If
such Lender shall pay to the Applicable Agent such corresponding amount within  
five Business Days, such amount shall constitute such Lender's Loan as part of  
such Borrowing for purposes of this Agreement.                                  

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           SECTION 2.03. Borrowing Procedure. In order to request a Borrowing,
the Borrower shall hand deliver or telecopy to the Applicable Agent a Borrowing 
Request (a) in the case of a Eurocurrency Borrowing or a CD Borrowing, not later
than 3:00 p.m., Local Time, three Business Days before the Borrowing Date and   
(b) in the case of an ABR Borrowing, not later than 10:30 a.m., Local Time, on  
the Borrowing Date. Such notice shall be irrevocable and shall in each case     
specify (i) the Class of the Borrowing then being requested, (ii) in the case of
a Tranche A Borrowing, whether such Borrowing is to be a Eurocurrency Borrowing,
a CD Borrowing or an ABR Borrowing; (iii) the amount of such Borrowing; and (iv)
the Interest Period with respect thereto. If no election as to the Type of a    
Tranche A Borrowing is specified in any such Borrowing Request, then (A) if each
Borrowing Request shall have been delivered at least 3 Business Days prior to   
any funding date, the requested Borrowing shall be a Eurocurrency Borrowing with
an Interest Period of one month and (B) otherwise, the requested Borrowing shall
be an ABR Borrowing with an Interest Period of seven days. If no Interest Period
with respect to any Eurocurrency Borrowing or CD Borrowing is specified in any  
such Borrowing Request, then the Borrower shall be deemed to have selected an   
Interest Period of one month's duration in the case of a Eurocurrency Borrowing,
30 days' duration, in the case of a CD Borrowing, and seven days' duration in   
the case of an ABR Borrowing. The Applicable Agent shall promptly advise the    
Lenders of each Borrowing Request given pursuant to this Section and of each    
Lender's portion of each requested Borrowing.                                   

            SECTION 2.04. Interest Elections. (a) Each Borrowing initially shall
be of the Type specified in the applicable Borrowing Request and shall have an  
initial Interest Period as specified in such Borrowing Request. Thereafter, the 
Borrower may elect to convert any Tranche A Borrowing to a Tranche A Borrowing  
of a different Type and, in the case of any Eurocurrency Borrowing of either    
Class, may elect Interest Periods therefor, all as provided in this Section. The
Borrower may elect different options with respect to different portions of the  
affected Borrowing, in which case each such portion shall be allocated ratably  
among the Lenders holding the Loans comprising such Borrowing, and the Loans    
comprising each such portion shall thereupon be considered separate Loans and a 
separate Borrowing.                                                             

            (b) To make an election pursuant to this Section, the Borrower shall
hand deliver or telecopy to the Applicable Agent an Interest Election Request   
(a) if a Eurocurrency Borrowing shall be elected, not later than 3:00 p.m.,     
Local Time, three Business Days before the effective date of such election, (b) 
if a CD Borrowing shall be elected, not later than 10:30 a.m., Local Time, two  
Business Days before the effective date of such election and (c) if an ABR      
Borrowing shall be elected, not later than 10:30 a.m., Local Time, on the       
effective date of such election. Each such Interest Election Request shall be   
irrevocable.                                                                    

(c)  Each Interest Election Request shall specify the   
following information:                                                          

         (i) the Borrowing to which such Interest Election Request applies
 and, if different options are being elected with respect to different
    portions thereof, the portions thereof to be allocated to each resulting
Borrowing (in which case the information to be specified pursuant to
clauses (iii) and (iv) below shall be specified for each resulting  
Borrowing);                                                         

     (ii) the effective date of the election made pursuant to such
Interest Election Request, which shall be a Business Day;           

        (iii) if the resulting Borrowing is to be a Tranche A Borrowing,
     whether the resulting Borrowing is to be an ABR Borrowing, a Eurocurrency
Borrowing or a CD Borrowing; and                                    

      (iv) the Interest Period to be applicable thereto after giving
  effect to such election, which shall commence on the effective date of
     such election and shall be a period contemplated by the definition of the
term "Interest Period".                                             

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If any such Interest Election Request does not specify an Interest Period, then 
the Borrower shall be deemed to have selected an Interest Period of one month's,
30 days' or seven days' duration in respect of a Eurocurrency Borrowing , CD    
Borrowing or ABR Borrowing, respectively, as the case may be.                   

           (d) Promptly following receipt of an Interest Election Request, the
Applicable Agent shall advise each Lender of the details thereof and of such    
Lender's portion of each resulting Borrowing.                                   

       (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Borrowing at least three Business Days prior to the   
end of the Interest Period applicable thereto, then, unless the Borrower shall  
have notified the Applicable Agent at least three Business Days prior to the end
of such Interest Period that such Borrowing will be repaid as provided herein at
the end of such Interest Period, such Borrowing shall be (i) in the case of a   
Tranche A Borrowing, continued as or converted to a Dollar Eurocurrency         
Borrowing with an Interest Period of one month's duration, and (ii) in the case 
of a Tranche B Borrowing, continued as a Euro Eurocurrency Borrowing with an    
Interest Period of one month's duration.                                        

      (f) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled (i) to convert any Borrowing to a Borrowing of a 
different Class, (ii) to convert any Tranche B Borrowing to a CD Borrowing or an
ABR Borrowing or (iii) to convert or continue any Borrowing as a CD Borrowing if
the Interest Period requested with respect thereto would end after the Maturity 
Date or, in the case of a Euro Eurocurrency Loan or a Dollar Eurocurrency Loan, 
more than one month after the Maturity Date; provided that the provisions of    
Section 2.16 shall apply to any Loan having an Interest Period that ends after  
the Maturity Date.                                                              

      SECTION 2.05. Repayment of Loans; Evidence of Debt. (a) On the
Maturity Date the Borrower agrees to pay to the Applicable Agent for the account
of each Lender the then unpaid principal amount of each Loan of such Lender, in 
the currency of such Loan.                                                      

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness to such Lender resulting from
each Loan made by such Lender, including the amounts of principal and interest  
payable and paid to such Lender from time to time under this Agreement.         

         (c) The Applicable Agent shall maintain accounts in which it will
record (i) the amount of each Loan hereunder, the Class and Type of each Loan   
and the Interest Period applicable thereto, (ii) the amount of any principal or 
interest due and payable or to become due and payable from the Borrower to each 
Lender hereunder and (iii) the amount of any sum received by the Applicable     
Agent hereunder from the Borrower and each Lender's share thereof.              

   (d) The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) of this Section shall, to the extent permitted by        
applicable law, be rebuttable evidence of the existence and amounts of the      
obligations therein recorded; provided, however, that the failure of any Lender 
or the Applicable Agent to maintain such accounts or any error therein shall not
in any manner affect the obligations of the Borrower to repay the Loans in      
accordance with their terms.                                                    

         SECTION 2.06. Interest on Loans. (a) Subject to the provisions of
Section 2.07, the Eurocurrency Loans comprising each Eurocurrency Borrowing     
shall bear interest (computed on the basis of the actual number of days elapsed 
over a year of 360 days) at a rate per annum equal to the LIBO Rate for the     
Interest Period in effect for such Borrowing plus the Applicable Spread.        

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   (b) Subject to the provisions of Section 2.07, the CD Loans
comprising each CD Borrowing shall bear interest (computed on the basis of the  
actual number of days elapsed over a year of 360 days) at a rate per annum equal
to the CD Rate for the Interest Period in effect for such Borrowing plus the    
Applicable Spread.                                                              

    (c) Subject to the provisions of Section 2.07, the ABR Loans
comprising each ABR Borrowing shall bear interest (computed on the basis of the 
actual number of days elapsed over a year of 365 or 366 days, as the case may   
be, when determined by reference to the Prime Rate and over a year of 360 days  
at all other times) at a rate per annum equal to the Alternate Base Rate in     
effect from time to time during the Interest Period in effect for such ABR      
Borrowing plus the Applicable Spread.                                           

            (d) Subject to the provisions of Section 2.07, interest on each Loan
shall be payable on each Interest Payment Date applicable to such Loan; provided
that interest on ABR Loans shall be payable on the last day of each fiscal      
quarter. Interest on each Loan shall be payable in the currency of such Loan.   
The LIBO Rate and Adjusted LIBO Rate, the CD Rate and Adjusted CD Rate or the   
Alternate Base Rate, as the case may be, for each Interest Period or day within 
an Interest Period shall be determined by the Applicable Agent in accordance    
with the terms and conditions of this Agreement, and such determination shall be
conclusive absent manifest error.                                               

            SECTION 2.07. Default Interest. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, whether by scheduled maturity, notice of prepayment, acceleration
or otherwise, the Borrower shall on demand from time to time from the           
Administrative Agent or the Majority Lenders pay interest, to the extent        
permitted by law, on such defaulted amount up to (but not including) the date of
actual payment (after as well as before judgment) at a rate per annum (computed 
on the basis of the actual number of days elapsed over a year of 360 days) equal
to (a) in the case of the principal of or interest on any Tranche B Loan, the   
rate of interest applicable, or most recently applicable, to such Loan plus 1%  
per annum, and (b) in the case of the principal of or interest on any Tranche A 
Loan or any other amount, the Alternate Base Rate plus the Applicable Spread    
plus 1%.                                                                        

         SECTION 2.08. Unavailability of LIBO Rate and CD Rate Quotations.
(a) In the event that on the day two Business Days prior to the commencement of 
any Interest Period for a Eurocurrency Borrowing the Administrative Agent shall 
have determined that it is not possible to ascertain a LIBO Rate for such       
Interest Period as contemplated in the definition of LIBO Rate in Section 1.01, 
the Administrative Agent shall, as soon as practicable thereafter, give written 
or telecopy notice of such event to the Borrower and the Lenders, in which event
any request by the Borrower for a Eurocurrency Borrowing for such Interest      
Period shall (i) in the case of a Tranche A Borrowing, be deemed to be a request
for a CD Borrowing and (ii) in the case of a Tranche B Borrowing, be of no force
or effect (and any outstanding Tranche B Borrowing that is requested to be      
continued for such Interest Period shall bear interest, for so long as the      
circumstances referred to in this paragraph shall continue, at such rate or     
rates as the Administrative Agent and the Borrower shall agree upon to reflect  
the cost to such Lenders of making or maintaining their Loans plus the          
Applicable Spread (or, in the absence of such agreement, shall be repaid on the 
last day of the then current Interest Period applicable thereto); provided that 
in the circumstances described in clause (ii) preceding the Borrower and the    
Lenders shall negotiate in good faith to reach an agreement providing for a     
mutually agreeable alternative to the Tranche B Borrowing.                      

            (b) In the event, and on each occasion, that on the day on which the
Borrower gives notice requesting a CD Borrowing the Administrative Agent shall  
have determined that it is not possible to ascertain a CD Rate for the          
applicable Interest Period as contemplated in the definition of CD Rate in      
Section 1.01, the Administrative Agent shall, as soon as practicable thereafter,
give written or telecopy notice of such determination to the Borrower and the   

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Lenders, in which event any request by the Borrower for a CD Borrowing for such 
Interest Period shall be deemed to be a request for an ABR Borrowing (subject to
the right of the Borrower to convert such Borrowing into a Borrowing comprised  
of Dollar Eurocurrency Loan as provided elsewhere herein).                      

          SECTION 2.09. Prepayment. (a) The Borrower shall have the right at
any time and from time to time to prepay without premium or penalty any         
Borrowing, in whole or in part, upon giving written or telecopy notice (or      
telephone notice promptly confirmed by written or telecopy notice) to the       
Applicable Agent: (i) before 5:00 p.m., Local Time, three Business Days prior to
prepayment, in the case of Eurocurrency Loans, (ii) before 5:00 p.m., Local     
Time, two Business Days prior to prepayment, in the case of CD Loans, and (iii) 
before 10:00 a.m., Local Time, one Business Day prior to prepayment, in the case
of ABR Loans; provided, however, that each partial prepayment of a Borrowing    
shall be in an amount which is an integral multiple of the Prepayment Multiple  
and not less than the Prepayment Minimum.                                       

           (b) Each notice of prepayment shall specify the prepayment date and
the principal amount of each Borrowing (or portion thereof) to be prepaid, shall
be irrevocable and shall commit the Borrower to prepay such Borrowing (or       
portion thereof) by the amount stated therein on the date stated therein. All   
prepayments under this Section shall be accompanied by accrued interest on the  
principal amount being prepaid to the date of payment.                          

           SECTION 2.10. Reserve Requirements; Change in Circumstances. (a) In
the event that at any time or from time to time during the term of this         
Agreement any Eurocurrency Reserve Requirement shall be applicable to deposits  
acquired in respect of any Eurocurrency Loan the Lender making such Eurocurrency
Loan shall promptly notify the Borrower in writing of any imposition of or      
change in or prospective imposition of or change in any Eurocurrency Reserve    
Requirement, whether in respect of an outstanding Eurocurrency Loan or any      
possible future Eurocurrency Loan, and, for as long as such Eurocurrency Reserve
Requirement shall be effective, the Borrower shall, upon written request from   
such Lender (with a copy of such request to the Administrative Agent), pay to   
such Lender at the end of each Interest Period for such Eurocurrency Loan, an   
additional amount equal to the difference between the interest accrued based    
upon the LIBO Rate and the interest that would have accrued had the Adjusted    
LIBO Rate been applicable to the Eurocurrency Loan of such Lender. Each Lender  
represents that currently it is not subject to (and does not incur) any         
Eurocurrency Reserve Requirement.                                               

         (b) In the event that at any time or from time to time during the
term of this Agreement any CD Reserve Requirement or Assessment Rate shall be   
applicable to deposits acquired in respect of any CD Loan the Lender making such
CD Loan shall promptly notify the Borrower in writing of any imposition of or   
change in or prospective imposition of or change in any CD Reserve Requirement  
or Assessment Rate, whether in respect of an outstanding CD Loan or any possible
future CD Loan, and, for as long as such CD Reserve Requirement or Assessment   
Rate shall be effective, the Borrower shall, upon written request from such     
Lender (with a copy of such request to the Administrative Agent), pay to such   
Lender at the end of the Interest Period for such CD Loan, an additional amount 
equal to the difference between the interest accrued based upon the CD Rate and 
the interest that would have accrued had the Adjusted CD Rate been applicable to
the CD Loan of such Lender. Each Lender represents that its current CD Reserve  
Requirement and Assessment Rate are as set forth on Schedule 2.01.              

            (c) Notwithstanding any other provision herein, if after the date of
this Agreement, either (i) the introduction of, or any change in or in the      
interpretation of, any law or regulation or (ii) compliance by any Lender with  
any directive, guideline or request of any Governmental Body (whether or not    
having the force of law) affects or would affect the amount of capital required 
or expected to be maintained by such Lender, so as to increase the minimum      
amount of capital required to be maintained by such Lender based upon the       
existence of this Agreement, the Commitment of such Lender and/or any Loans made
hereunder and such requirement applies equally to other agreements with, and to 
commitments and loans similar to                                                

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the transactions contemplated by this Agreement to, all other corporate         
borrowers situated in the United States of America, then the Borrower shall pay 
to such Lender amounts sufficient to compensate such Lender, in light of such   
circumstances, to the extent that such Lender reasonably and equitably          
determines such increase in required capital over the capital of such Lender in 
place on the date hereof to be allocable to this Agreement, to the Commitment of
such Lender (or the unused portion thereof), or to any Loans made by such Lender
hereunder, it being understood that in no event shall the cost allocable, and/or
amount charged, to the Borrower under this paragraph (c) exceed the cost        
allocable, and/or amount charged, with respect to any similar agreement between 
such Lender and any other corporate borrower located in the United States, in   
each instance determined ratably with respect to the relative transactional     
amounts. Each Lender represents that, to its best knowledge on the date hereof  
it would not be required to increase its capital or to otherwise incur any      
increased capital costs in respect of this Agreement under existing laws, rules,
regulations, directives or guidelines (whether or not currently in effect) of   
any Governmental Body.                                                          

          (d) A certificate of a Lender setting forth such amount or amounts
as shall be necessary to compensate such Lender as specified in paragraph (c)   
above shall be delivered to the Borrower (with a copy to the Administrative     
Agent) and shall be conclusive absent manifest error. The Borrower shall pay    
each Lender the amount shown as due on any such certificate delivered by it     
within 10 days after the receipt of the same. No Lender shall be entitled to any
compensation for any additional costs under this Section 2.10 requested by such 
Lender unless such Lender shall have notified the Borrower that it will request 
compensation for such additional costs not more than 30 days after the date such
additional costs were first incurred.                                           

       (e) The Borrower may at any time following its receipt from any
Lender of a notice of the occurrence or prospective occurrence of any imposition
of or increase in the Eurocurrency Reserve Requirement, the CD Reserve          
Requirement, the Assessment Rate or capital requirements or costs of such Lender
terminate the Commitment of such Lender and repay any outstanding Loans of such 
Lender (together with all accrued interest, if any) on the effective date of    
such termination, which repayments, if any, shall be without premium, penalty or
other cost of any kind and shall not be subject to the requirements of Sections 
2.12 and 2.16.                                                                  

       SECTION 2.11. Change in Legality. (a) Notwithstanding any other
provision herein, if any change in any law or regulation or in the              
interpretation thereof by any Governmental Body charged with the administration 
or interpretation thereof shall make it unlawful for any Lender to make or      
maintain any Eurocurrency Loan or to give effect to its obligations as          
contemplated hereby with respect to any Eurocurrency Loan, then, by written or  
telecopy notice to the Borrower and to the Administrative Agent, such Lender    
may:                                                                            

   (i) declare that Eurocurrency Loans will not thereafter be made by such
      Lender hereunder, whereupon any request by the Borrower for a Eurocurrency
      Borrowing shall, as to such Lender only, be without effect and void unless
such declaration shall be subsequently withdrawn; and               

(ii) require (if required by law to do so) that all outstanding     
Eurocurrency Loans made by it be (A) in the case of Tranche A Loans,
      converted to CD Loans, in which event all such Eurocurrency Loans shall be
   automatically converted to CD Loans with an Interest Period selected by
the Borrower as of the effective date of such notice as provided in 
     paragraph (b) below, and (B) in the case of Tranche B Loans, converted to
      Loans on such terms, and bearing interest at such rate, as shall be agreed
     upon by the Borrower and such Lender pursuant to a good faith negotiation
and as shall avoid such illegality or, if no such agreement shall be
   reached, repaid, in which event all such Eurocurrency Loans shall be so
converted or shall become due and payable, as the case may be.      

In the event any Lender shall exercise its rights under (ii) above, all payments
and prepayments of principal which would otherwise have been applied to repay   
the Eurocurrency Loans that                                                     

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would have been made by such Lender or the converted Eurocurrency Loans of such 
Lender shall instead be applied to repay the Loans of such Lender resulting from
the conversion of such Eurocurrency Loans. The Borrower may in any event prepay 
any Loan resulting from the conversion of any Eurocurrency Loan under this      
Section within five Business Days after such conversion.                        

          (b) For purposes of this Section 2.11, a notice to the Borrower by
any Lender shall be effective as to each Eurocurrency Loan, if lawful, on the   
last day of the Interest Period currently applicable to such Eurocurrency Loan; 
in all other cases such notice shall be effective on the date of receipt by the 
Borrower.                                                                       

       (c) In the event that any Lender shall give Borrower any notice
contemplated by, or exercise its rights under, this Section the Borrower may at 
any time repay any outstanding Loans of such Lender (together with all accrued  
interest, if any), which repayment, if any, shall be without premium, penalty or
other cost of any kind and shall not be subject to the requirements of Sections 
2.12 and 2.16.                                                                  

         SECTION 2.12. Pro Rata Treatment. Except as required or permitted
under Section 2.09, 2.10, 2.11, 2.14, 2.15, 9.05 or 9.14, each Borrowing, each  
payment or prepayment of principal of any Borrowing and each payment of interest
on the Loans of either Class shall be allocated pro rata among the Lenders in   
accordance with their respective Commitments of such Class (or, if the          
Commitments of such Class shall have expired or been terminated, in accordance  
with the respective principal amounts of their outstanding Loans of such Class).
Each Lender agrees that in computing such Lender's portion of any Borrowing to  
be made hereunder, the Administrative Agent may, in its discretion, round each  
Lender's percentage of such Borrowing to the next higher or lower whole dollar  
amount.                                                                         

        SECTION 2.13. Payments. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or other amounts) hereunder
not later than 3:00 p.m., Local Time, on the date when due, in immediately      
available funds, (i) in the case of any payment relating to a Tranche A Loan, in
Dollars to the Administrative Agent at its offices at 270 Park Avenue, New York,
New York 10017, and (ii) in the case of any payment relating to a Tranche B     
Loan, in Euros to the London Agent at its offices at Trinity Tower, 9 Thomas    
More Street, London, England E19YT. Any payment required to be made to the      
Lenders shall be deemed made when made to the Applicable Agent and shall,       
insofar as the obligations of the Borrower are concerned, be deemed to have been
received by the Lenders at the time of receipt by the Applicable Agent (which   
shall promptly forward such payment to the Lenders). In the event the Lenders   
shall receive payments in an amount less than the amounts at the time due       
hereunder, the amounts received shall be applied first against the principal of 
Loans, second against accrued interest, third against amounts due under Section 
2.10 or 2.14, and fourth against any other amounts due hereunder.               

           (b) Whenever any payment (including principal of or interest on any
Borrowing or any other amounts) hereunder shall become due, or otherwise would  
occur, on a day that is not a Business Day, such payment may be made on the next
succeeding Business Day, and such extension of time shall in the case of a      
payment of principal be included in the computation of interest.                

       SECTION 2.14. Taxes. (a) All payments by the Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes,
and if the Borrower shall be required to deduct any Indemnified Taxes from any  
such payment, then (i) the sum payable shall be increased as necessary so that  
after making all required deductions (including deductions applicable to        
additional sums payable under this Section) the Applicable Agent or the         
applicable Lender, as the case may be, receives an amount equal to the sum it   
would have received had no such deductions been made, (ii) the Borrower shall   
make such deductions and                                                        

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(iii) the Borrower shall pay the full amount deducted to the relevant           
Governmental Body in accordance with applicable law.                            

           (b) The Borrower shall indemnify each Agent and Lender for the full
amount of any Indemnified Taxes paid by such Agent or Lender on or with respect 
to any payment by or on account of any obligation of the Borrower hereunder     
(including Indemnified Taxes imposed or asserted on or attributable to amounts  
payable under this Section). A certificate as to the amount of such payment or  
liability setting forth in reasonable detail the circumstances giving rise      
thereto delivered to the Borrower by an Agent or Lender shall be conclusive     
absent manifest error.                                                          

            (c) As soon as practicable after any payment of Indemnified Taxes by
the Borrower to a Governmental Body, the Borrower shall deliver to the          
Administrative Agent the original or a certified copy of a receipt issued by    
such Governmental Body evidencing such payment, a copy of the return reporting  
such payment or other evidence of such payment reasonably satisfactory to the   
Administrative Agent.                                                           

            (d) Any Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the United States of America or the United     
Kingdom, or any treaty to which either such jurisdiction is a party, with       
respect to payments made to it under this Agreement shall deliver to the        
Borrower (with a copy to the Administrative Agent), at the time or times        
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by the Borrower as will    
permit such payments to be made without withholding or at a reduced rate.       

        (e) Each Lender, on the date it becomes a Lender hereunder, will
designate lending offices for the Loans to be made by it such that, on such     
date, it will not be liable for (i) in the case of a Tranche A Lender, any      
withholding tax that is imposed by the United States of America (or any         
political subdivision thereof) on payments to it by the Borrower from an office 
within such jurisdiction, or (ii) in the case of a Tranche B Lender, any        
withholding tax that is imposed by the United Kingdom (or any political         
subdivision thereof) on payments to it by the Borrower from an office within    
such jurisdiction.                                                              

       (f) Each Lender represents and warrants unto, and covenants and
agrees with, the Borrower that (i) such Lender is presently exempt from United  
States Federal withholding tax (including backup withholding, as such term is   
defined in the Code), and from any other withholding tax, assessment, charge or 
other Taxes (other than Excluded Taxes) imposed by any Governmental Body, on any
amount payable to it under this Agreement, and has heretofore delivered to the  
Borrower such evidence as may be required by law to claim or substantiate any   
such exemption (stating the provisions of law and/or treaty under which such    
exemption is claimed); (ii) such Lender will notify the Borrower promptly, so   
long as any amount is due under the Agreement, upon its becoming aware of the   
occurrence or of any prospective occurrence of any event which would result in  
any such withholding tax exemption not being available to such Lender; and (iii)
such Lender will indemnify and hold the Borrower harmless from and against any  
loss, cost or liability incurred by a Governmental Body or incurred in defense  
of any claim by a Governmental Body, including all reasonable out-of-pocket     
expenses the Borrower may incur as a direct result of its reliance on the       
foregoing representations, or the failure of such Lender to give prompt notice  
of any event resulting in any said withholding tax exemption not being available
to such Lender.                                                                 

            (g) In no event shall the Borrower have any obligation to "gross up"
amounts due under this Agreement in respect of Excluded Taxes.                  

            (h) The representations, warranties and agreements contained in this
Section 2.14 shall survive the termination of this Agreement and the payment in 
full of the Loans.                                                              

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          SECTION 2.15. Assignment of Interests. The Borrower shall have the
right (in addition to its rights pursuant to Sections 2.10, 2.11, 2.14 and      
9.05), at its own expense, at any time upon notice to any Lender and the        
Administrative Agent, to require such Lender to transfer and assign without     
recourse all its interests, rights and obligations under this Agreement to      
another financial institution reasonably acceptable to the Administrative Agent 
which shall assume such obligations; provided that (x) no such assignment shall 
conflict with any law, rule or regulation or order of any Governmental Body     
applicable to such affected Lender and (y) the Borrower or the assignee, as the 
case may be, shall pay to the affected Lender in immediately available funds on 
the effective date of such termination or assignment the principal of and       
interest accrued to the date of payment on the Loans made by it hereunder then  
outstanding and any amounts which Borrower had theretofore been notified were   
accruing in respect of such Loans under Section 2.10, which payments shall not  
be subject to the provisions of Section 2.09.                                   

         SECTION 2.16. Breakage. In the event any payment or prepayment is
made in respect of any Loan, other than (A) any ABR Loan and (B) any Loan the   
prepayment, payment or transfer of which is made by Borrower pursuant to its    
right to prepay, repay or require the transfer of such Loan under Sections 2.10,
2.11, 2.14 or 9.05 or upon the Lender's exercise of its option pursuant to      
Section 9.14, and such payment or prepayment is made on other than the last day 
of the current Interest Period of such Loan, the Borrower shall pay to such     
Lender, promptly upon the written request of such Lender (which request shall be
accompanied by a certificate as described below), such amount as shall be       
necessary to reimburse such Lender for the loss, if any, reasonably incurred by 
such Lender as a result of such payment, prepayment or transfer arising from    
inability due to general market conditions to recover the cost of deposits or   
other funds acquired by such Lender to fund such Loan, in the liquidation of    
such deposits or other funds so acquired (or from the reemployment thereof if   
such reemployment would result in less of a funding loss to such Lender);       
provided, that any such funding loss shall not in any event exceed the cost     
incurred by such Lender to obtain such deposit or other funds, minus the fair   
market value thereof realizable by such Lender in the liquidation thereof. Such 
Lender shall use reasonable efforts to avoid or minimize any such loss. Such    
Lender's claim, if any, shall be accompanied by a certificate setting forth in  
reasonable detail (including the calculations made in determining) the reason   
for and the amount of such loss, which certificate shall be conclusive in the   
absence of manifest error. Prepayments of ABR Borrowings shall be without       
penalty, premium or other cost of any kind.                                     

ARTICLE III.  REPRESENTATIONS AND WARRANTIES                                    

         The Borrower represents and warrants to each of the Lenders that:

          (a) The Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the State of Ohio.           

            (b) The execution, delivery and performance of this Agreement by the
Borrower are within the Borrower's corporate powers, have been duly 
authorized by all necessary corporate action, will not violate any  
 provision of any existing law or regulation or order or decree of any
     court or Governmental Body or of the Amended Articles of Incorporation or
      Code of Regulations of the Borrower, as each is amended to date, or of the
    unwaived terms of any mortgage, indenture, agreement or other instrument
to which the Borrower is a party or which is binding upon it or its 
     assets, and will not result in the creation or imposition of any security
      interest, lien, charge or encumbrance on any of its assets pursuant to the
provisions of any of the foregoing.                                 

          (c) No authorization or approval or other action by, and no notice
    to or filing with, any Governmental Body or court is required to be made
  or effected by the Borrower for the due execution and delivery of this
Agreement by the Borrower and for                                   

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the performance by the Borrower of the obligations on its part to be
performed under this Agreement.                                     

   (d) This Agreement constitutes the legal, valid and binding
     obligation of the Borrower enforceable against the Borrower in accordance
with its terms, subject to applicable bankruptcy, insolvency,       
  reorganization, moratorium or similar laws affecting creditors' rights
 generally and subject, as to enforceability, to general principles of
  equity (regardless of whether enforcement is sought in a proceeding in
equity or at law).                                                  

         (e) The Consolidated Financial Statements of the Borrower and its
Subsidiaries present fairly, in all material respects, the financial
      position of the Borrower and its Consolidated Subsidiaries at December 31,
    2000 and 1999 and the Consolidated results of their operations and their
   Consolidated cash flows for each of the three years in the period ended
December 31, 2000, in conformity with generally accepted accounting 
principles.                                                         

     (f) The Borrower is not an "investment company", or a company
"controlled" by an "investment company", within the meaning of the  
Investment Company Act of 1940, as amended.                         

           (g) Neither the Borrower nor any Subsidiary is a "holding company",
   or a "subsidiary company" of a "holding company", within the meaning of
the Public Utility Holding Company Act of 1935, as amended.         

     (h) The Borrower is not engaged principally, or as one of its
     important activities, in the business of extending credit for the purpose
      of purchasing or carrying margin stock, within the meaning of Regulation U
of the Board.                                                       

         (i) Except for the legal proceedings identified or referred to on
   Schedule III (with respect to which Borrower makes no representation on
warranty), there is no pending or, to the knowledge of the Borrower,
threatened action or proceeding affecting the Borrower or any of its
 Subsidiaries before any court, Governmental Body or arbitrator, which
 could reasonably be expected to have a material adverse effect on the
business, assets or condition of the Borrower and the Subsidiaries. 

ARTICLE IV.  CONDITIONS OF LENDING                                              

    The obligation of each Lender to make Loans hereunder on the
Borrowing Date is subject to the satisfaction of the following conditions:      

      (a) On the Borrowing Date, the Administrative Agent shall have
  received the following (in the case of (i), (ii), (iii) and (iv), each
dated the Borrowing Date):                                          

               (i) an opinion of the General Counsel, an Associate General
            Counsel or an Assistant General Counsel of the Borrower addressed to
          the Lenders and the Administrative Agent in substantially the form
of Exhibit B hereto;                                    

          (ii)  a certified copy of the resolutions of the Board
  of Directors of the Borrower authorizing the execution and
delivery of this Agreement;                             

         (iii)  a certificate of the Secretary or an Assistant
Secretary of the Borrower certifying the names and true 
signatures of the Authorized Officers;                  

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        (iv)  a certificate signed by an Authorized Officer,
     confirming compliance with conditions set forth in paragraphs
(b) and (c) of this Section; and                        

           (v)  a notice of such Borrowings as required by Section
2.03.                                                   

       (b) The representations and warranties set forth in Article III
      hereof shall be true and correct in all material respects on and as of the
      Borrowing Date with the same effect as though made on and as of such date,
   and as of the Borrowing Date there shall not have occurred any material
adverse change since December 31, 2000, in the business, assets or  
condition of the Borrower and its Subsidiaries, taken as a whole.   

           (c) No event shall have occurred and be continuing on and as of the
     Borrowing Date, or would result from the Borrowings on the Borrowing Date
   or from (and after giving effect to) the application of the proceeds of
such Borrowings, which constitutes an Event of Default.             

The Borrowings on the Borrowing Date shall be deemed to constitute a            
representation and warranty by the Borrower on the Borrowing Date as to the     
matters specified in paragraphs (b) and (c) of this Article IV.                 

ARTICLE V.  AFFIRMATIVE COVENANTS                                               

  The Borrower covenants and agrees with each Lender and the
Administrative Agent that, so long as the principal of or interest on any Loan  
by such Lender shall be unpaid, unless the Majority Lenders shall otherwise     
consent in writing, the Borrower will:                                          

            (a) Interest Coverage Ratio. Maintain, at each fiscal quarter end of
      the Borrower set forth below, a ratio of Consolidated Operating Income for
  the Annual Period then ended to Consolidated Interest Expense for such
  Annual Period of not less than the ratio set forth below opposite such
fiscal quarter:                                                     

                                                                [Download Table]

Fiscal Quarter End                  Minimum Ratio
------------------                  -------------

                                                 
March 31, 2001                      2.60 to 1.00 
June 30, 2001                       2.60 to 1.00 
September 30, 2001                  2.75 to 1.00 
Each Fiscal Quarter End thereafter  3.50 to 1.00 

            (b) Net Worth. Maintain, as at the end of each fiscal quarter of the
      Borrower, Consolidated Net Worth at an amount not less than $3,800,000,000
     plus 50% of the aggregate Net Income of the Borrower and the Subsidiaries
  for each fiscal quarter of the Borrower ended after December 31, 2000,
  excluding any such fiscal quarter for which Net Income shall have been
negative.                                                           

        (c) Reporting Requirements. Furnish to the Administrative Agent,
together with sufficient number of copies for each of the Lenders:  

        (i) as soon as available and in any event not later than 60 days
    after the end of each of the first three quarters of each fiscal year of
     the Borrower, a conformed copy of the Borrower's Quarterly Report on Form
10-Q for such quarter as filed with the Securities and Exchange     
Commission, together with (1) a Schedule of Compliance, signed by an
  Authorized Officer, setting forth computations used by the Borrower in
     determining compliance with the covenants contained in paragraphs (a) and
     (b) of this Article V and in paragraphs (a) and (b) of Article VI and (2)
a certificate of an                                                 

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   Authorized Officer stating that no Event of Default has occurred and is
   continuing or, if an Event of Default has occurred and is continuing, a
    statement as to the nature thereof and the action which the Borrower has
taken and proposes to take with respect thereto; and                

          (ii) as soon as available and in any event not later than 120 days
      after the end of each fiscal year of the Borrower, a conformed copy of the
 Borrower's Annual Report on Form 10-K for such year as filed with the
Securities and Exchange Commission, together with (1) a Schedule of 
   Compliance, signed by an Authorized Officer, setting forth computations
used by the Borrower in determining compliance with the covenants   
   contained in paragraphs (a) and (b) of Article V, and in paragraphs (a)
 and (b) of Article VI, and (2) a certificate of an Authorized Officer
     stating that no Event of Default has occurred and is continuing or, if an
  Event of Default has occurred and is continuing, a statement as to the
      nature thereof and the action which the Borrower has taken and proposes to
take with respect thereto; and                                      

         (iii) as soon as practicable and in any event within ten Business
      Days after any Authorized Officer of the Borrower obtains actual knowledge
   of the occurrence of any Event of Default, a statement of an Authorized
 Officer setting forth details of such Event of Default and the action
   which the Borrower has taken and proposes to take with respect thereto;
and                                                                 

         (iv) promptly after the filing thereof, copies of all reports (in
      addition to Forms 10-K and 10-Q) filed by the Borrower with the Securities
     and Exchange Commission (other than annual reports on Form 11-K) pursuant
to the Exchange Act; and                                            

     (v) such other publicly available information relating to the
financial condition or business operations of the Borrower as the   
Administrative Agent or any Lender may from time to time reasonably 
request.                                                            

(d)  Preservation of Corporate Existence.  Preserve and 
maintain its corporate existence; provided, that the Borrower may merge or      
transfer its assets in a transaction permitted by paragraph (c) of Article      
VI.                                                                             

           (e) Pari Passu with Certain Existing Credit Agreements. Ensure that
the Lenders remain pari passu with the lenders under the Borrower's 364-Day     
Revolving Credit Agreement dated as of August 15, 2000, as amended, and the     
lenders under the Borrower's Five-Year Revolving Credit Agreement, dated as of  
August 15, 2000, as amended.                                                    

ARTICLE VI.  NEGATIVE COVENANTS                                                 

  The Borrower covenants and agrees with each Lender and the
Administrative Agent that, so long as the Commitment of such Lender shall remain
in effect or the principal of or interest on any Loan by such Lender shall be   
unpaid, unless the Majority Lenders shall otherwise consent in writing, the     
Borrower will not:                                                              

          (a) Limitation on Liens. Issue, assume or guarantee, or permit any
Subsidiary to issue, assume or guarantee, Debt if such Debt is secured by a Lien
upon any Manufacturing Facility without providing (concurrently with the        
issuance, assumption or guarantee of any such                                   

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     Debt) that the Loans shall be secured equally and ratably with such Debt;
 provided, however, that the foregoing restriction shall not apply to:

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     (i)  any Lien on property if such Lien is in existence at the
time of the acquisition of such property by the Borrower or a       
Subsidiary;                                                         

          (ii) any Lien on property to secure the payment of all or any part
 of the purchase price of such property or to secure any Debt incurred
   (prior to, at the time of, or within 360 days after, the acquisition by
    the Borrower or a Subsidiary of such property) for the purpose of, or in
     connection with, financing all or any part of the purchase price thereof;

           (iii) any Lien on property of a corporation or other entity if such
      Lien was in existence prior to the time such corporation is merged into or
    consolidated with the Borrower or a Subsidiary or prior to the time of a
 sale, lease or other disposition of the properties of an entity as an
     entirety or substantially as an entirety to the Borrower or a Subsidiary;

           (iv) any Lien on property in favor of the United States of America,
any State thereof, or any department, agency or instrumentality or  
political subdivision of the United States of America or any State  
thereof, in favor of any other country or any political subdivision 
   thereof, or in favor of any other Governmental Body, to secure partial,
progress, advance or other payments, or performance of any other    
obligations, pursuant to any contract or statute or to secure any   
     indebtedness incurred for the purpose of financing all or any part of the
      purchase price or the cost of construction of the property subject to such
Lien; or                                                            

            (v) any extension, renewal or replacement (or successive extensions,
      renewals or replacements), in whole or in part, of any Lien referred to in
     the foregoing clauses (i) to (iv), inclusive; provided, however, that the
   principal amount of Debt secured thereby shall not exceed the principal
amount of Debt so secured at the time of such extension, renewal or 
    replacement, and that such extension, renewal, or replacement Lien shall
 be limited to all or a part of the property which secured the Lien so
extended, renewed or replaced (plus improvements on such property). 

         Notwithstanding the foregoing, (A) the Borrower or any Subsidiary
may issue, assume or guarantee Debt secured by a Lien on a Manufacturing        
Facility of the Borrower which would otherwise be subject to the foregoing      
restrictions in an aggregate amount which, together with the aggregate principal
amount of all other such Debt of the Borrower and the Subsidiaries secured by   
Liens on Manufacturing Facilities of the Borrower outstanding at the time of    
such issuance, assumption or guarantee (but excluding Debt permitted by the     
foregoing clauses (i) to (v), inclusive), does not at such time exceed fifteen  
percent (15%) of the Consolidated Net Worth of the Borrower as at the end of the
then most recently completed fiscal year of the Borrower, and (B) the Borrower  
or any Subsidiary may issue, assume or guarantee Debt secured by a Lien on a    
Manufacturing Facility of any Subsidiary which would otherwise be subject to the
foregoing restrictions in an aggregate amount which, together with the aggregate
principal amount of all other such Debt of the Borrower and the Subsidiaries    
secured by Liens on Manufacturing Facilities of Subsidiaries outstanding at the 
time of such issuance, assumption or guarantee (but excluding Debt permitted by 
the foregoing clauses (i) to (v), inclusive), does not at such time exceed      
fifteen percent (15%) of the Consolidated Net Worth of the Borrower as at the   
end of the then most recently completed fiscal year of the Borrower.            

            (b) Limitation on Debt. Issue, incur, assume or guarantee, or permit
any Subsidiary to issue, incur, assume or guarantee, any Debt if, immediately   
after giving effect to the issuance, incurrence, assumption or guarantee of such
Debt and after giving effect to the receipt and application of any and all      
proceeds thereof, the aggregate principal amount of the Consolidated Debt of the
Borrower and the Subsidiaries would, at the end of any fiscal quarter of the    
Borrower, exceed the sum of (x) $5,000,000,000 plus (y) the Supplemental Amount,
if any, at such date. For the purpose of this paragraph (b), if any such Debt is
payable in a currency other than Dollars and all or any portion of the principal
amount of such Debt is hedged into                                              

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Dollars, then the principal amount thereof, or such portion thereof, shall be   
the amount of Dollars specified in, or determined pursuant to, the applicable   
hedging contract.                                                               

       (c) Mergers, Etc. Merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a     
series of transactions) all or substantially all of its assets (whether now     
owned or hereafter acquired) to, or acquire all or substantially all of the     
assets of, any Person; except that (i) any Subsidiary may merge into or transfer
assets to or obtain assets from the Borrower, and (ii) the Borrower may merge   
with or acquire all or substantially all of the assets of any Person, provided  
in any such case that, immediately after giving effect to such proposed         
transaction, no Event of Default would exist and, in the case of any such merger
to which the Borrower is a party, the Borrower is the surviving corporation.    

          (d) ERISA Liabilities. Create or suffer to exist, as at the end of
any fiscal quarter of Borrower, any ERISA Liabilities of the Borrower in an     
aggregate amount in excess of $750,000,000.                                     

            (e) Negative Pledges. Enter into, or permit any Subsidiary organized
under the laws of the United States of America or any state, territory or       
possession thereof to enter into, any covenant or agreement that limits the     
ability of the Borrower or such Subsidiary to pledge its accounts receivable or 
inventory or proceeds thereof to secure Debt.                                   

ARTICLE VII.  EVENTS OF DEFAULT                                                 

         So long as any Commitment shall be in effect or any amount of the
principal of or accrued interest on any Borrowing shall be unpaid, in case of   
the occurrence and continuance of any of the following events ("Events of       
Default"):                                                                      

         (a) The Borrower shall fail to pay the principal of any Loan when
    due, and such failure shall remain unremedied for more than two Business
      Days after the earlier of (i) the day on which an Authorized Officer first
   obtains actual knowledge of such failure or (ii) written notice of such
     failure shall have been given to the Borrower by the Administrative Agent
or any Lender; or                                                   

         (b) The Borrower shall fail to pay interest on any Loan when due,
     and such failure shall remain unremedied for more than five Business Days
 after the earlier of (i) the day on which an Authorized Officer first
   obtains actual knowledge of such failure or (ii) written notice of such
     failure shall have been given to the Borrower by the Administrative Agent
or any Lender; or                                                   

       (c) Any representation or warranty made by the Borrower in this
   Agreement or by the Borrower (or any of its Authorized Officers) in any
    certificate delivered pursuant to this Agreement, or deemed to have been
 made pursuant to and in accordance with Article IV of this Agreement,
 shall prove to have been incorrect in any material respect when made;
     provided, that if any such representation or warranty is capable of being
    rendered true and correct in all material respects, such event shall not
  constitute an Event of Default unless such incorrect representation or
     warranty is not rendered true and correct in all material respects within
thirty days after the earlier of (i) the day on which an Authorized 
Officer first obtains actual knowledge of such event or (ii) the day
written notice thereof shall have been given to the Borrower by the 
Administrative Agent or any Lender; or                              

         (d) The Borrower shall fail to perform or observe any covenant or
    agreement set forth in paragraph (a) or (b) of Article V or in paragraph
(b) of Article VI; or                                               

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            (e) The Borrower shall fail to perform or observe any other covenant
   or agreement set forth in this Agreement on its part to be performed or
  observed and such failure shall remain unremedied for more than thirty
      days after the earlier of (i) the day on which an Authorized Officer first
   obtains actual knowledge of such failure or (ii) written notice thereof
    shall have been given to the Borrower by the Administrative Agent or any
Lender; or                                                          

          (f) The Borrower shall fail to pay any principal of Funded Debt of
     the Borrower which is then outstanding in a principal amount in excess of
      $25,000,000 at the scheduled maturity thereof, such failure shall continue
    after the applicable grace period, if any, specified in the agreement or
     instrument relating to such Funded Debt, and such Funded Debt is not paid
 within ten Business Days after the earlier of (i) the day on which an
     Authorized Officer first obtains actual knowledge of such failure or (ii)
   written notice of such failure shall have been given to the Borrower by
     the holder or holders of such Funded Debt; or Funded Debt of the Borrower
    which is then outstanding in a principal amount in excess of $25,000,000
     shall become due and payable prior to the scheduled maturity thereof as a
 result of the lawful acceleration thereof due to the occurrence of an
 event of default thereunder and such Funded Debt is not paid, or such
  acceleration thereof is not rescinded or annulled, within ten Business
Days following such lawful acceleration thereof; or                 

   (g)  The Borrower shall sell or otherwise dispose of all or
substantially all of its assets; or                                 

        (h) The Borrower shall generally not pay its debts as such debts
become due, or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of    
creditors; or any proceeding shall be instituted by or against the  
 Borrower seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment,   
protection, relief or composition of it or its debts under any law  
      relating to bankruptcy, insolvency or reorganization or relief of debtors,
or seeking the entry of an order for relief or the appointment of a 
      receiver, trustee, or other similar official for it or for any substantial
part of its property, and, if instituted against the Borrower, is   
    consented to by it or remains undismissed or unstayed for a period of 90
consecutive days; or the Borrower shall take any corporate action to
authorize any of the actions set forth above in this clause (h);    

then, and in every such event (other than the entry of an order for relief with 
respect to the Borrower as a bankrupt under the Federal Bankruptcy Code), and at
any time thereafter during the continuance of such event, the Administrative    
Agent, at the request of the Required Lenders, shall, by notice to the Borrower,
take either or both of the following actions, at the same or different times    
declare the Loans then outstanding to be forthwith due and payable in whole or  
in part, whereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and all other liabilities of the Borrower
accrued hereunder, shall become forthwith due and payable, without presentment, 
demand, protest or any other notice of any kind, all of which are hereby        
expressly waived by the Borrower, anything contained herein to the contrary     
notwithstanding; provided, that in the event of the entry of an order for relief
with respect to Borrower as a bankrupt under the Federal Bankruptcy Code, the   
principal of the Loans then outstanding, together with accrued interest thereon 
and any and all other liabilities of the Borrower accrued hereunder, shall      
automatically become due and payable, without presentment, demand, protest or   
any other notice of any kind, all of which are hereby expressly waived by the   
Borrower, anything contained herein to the contrary notwithstanding.            

ARTICLE VIII.  THE AGENTS                                                       

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  In order to expedite the transactions contemplated by this
Agreement, The Chase Manhattan Bank is hereby appointed to act as Administrative
Agent, and Chase Manhattan International Limited is hereby appointed to act as  
London Agent, on behalf of the Lenders. Each of the Lenders hereby irrevocably  
authorizes each Agent to take such actions on behalf of such Lender and to      
exercise such powers as are specifically delegated to such Agent by the terms   
and provisions hereof, together with such actions and powers as are reasonably  
incidental thereto. The Agents are hereby expressly authorized by the Lenders,  
without hereby limiting any implied authority, to receive on behalf of the      
Lenders all payments of principal of and interest on the Loans and all other    
amounts due to the Lenders hereunder, and promptly to distribute to each Lender 
its proper share of each payment so received. The Administrative Agent is hereby
expressly authorized by the Lenders, without hereby limiting any implied        
authority, (a) to give notice on behalf of each of the Lenders to the Borrower  
of any Event of Default specified in this Agreement of which the Administrative 
Agent has actual knowledge acquired in connection with its agency hereunder; and
(b) to distribute to each Lender copies of all notices, financial statements and
other materials delivered by the Borrower pursuant to this Agreement as received
by the Administrative Agent.                                                    

          Neither Agent, and none of their directors, officers, employees or
agents, shall be liable to any Lender as such for any action taken or omitted by
any of them except for its or his own gross negligence or wilful misconduct, or 
be responsible for any statement, warranty or representation herein or the      
contents of any document delivered in connection herewith, or be required to    
ascertain or to make any inquiry concerning the performance or observance by the
Borrower of any of the terms, conditions (except delivery to the Administrative 
Agent of the items required by Article IV to be delivered to it), covenants or  
agreements contained in this Agreement. The Agents shall not be responsible to  
the Lenders for the due execution, genuineness, validity, enforceability or     
effectiveness of this Agreement or other instruments or agreements. The Agents  
shall in all cases be fully protected in acting, or refraining from acting, in  
accordance with written instructions signed by the Required Lenders and, except 
as otherwise specifically provided herein, such instructions and any action or  
inaction pursuant thereto shall be binding on all the Lenders. The Agents shall,
in the absence of knowledge to the contrary, be entitled to rely on any         
instrument or document believed by them in good faith to be genuine and correct 
and to have been signed or sent by the proper Person or Persons. Neither Agent, 
and none of their directors, officers, employees or agents, shall have any      
responsibility to the Borrower on account of the failure of or delay in         
performance or breach by any Lender of any of its obligations hereunder or to   
any Lender on account of the failure of or delay in performance or breach by any
other Lender or the Borrower of any of their respective obligations hereunder or
in connection herewith. The Agents may execute any and all duties hereunder by  
or through agents or employees and shall be entitled to rely upon the advice of 
legal counsel selected by them with respect to all matters arising hereunder and
shall not be liable for any action taken or suffered in good faith by them in   
accordance with the advice of such counsel.                                     

        The Lenders hereby acknowledge that the Agents shall be under no
duty to take any discretionary action permitted to be taken by them pursuant to 
the provisions of this Agreement unless they shall be requested in writing to do
so by the Required Lenders.                                                     

Subject to the appointment and acceptance of a successor
Administrative Agent or London Agent, as the case may be, as provided below,    
either Agent may resign at any time by notifying the Lenders and the Borrower.  
Upon any such resignation, the Required Lenders shall have the right to appoint 
a successor. If no successor shall have been so appointed by the Required       
Lenders and shall have accepted such appointment within 30 days after the       
retiring Agent gives notice of its resignation, then the retiring Agent may, on 
behalf of the Lenders, appoint a successor Agent which shall be a bank with an  
office in New York, New York, or London, as the case may be, having a combined  
capital and surplus of at least $500,000,000. Upon the acceptance of any        
appointment as Agent hereunder by a successor bank, such successor shall succeed
to and become vested with all the rights, powers, privileges and duties of the  
retiring Agent and the retiring Agent shall be discharged from its duties and   
obligations                                                                     

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hereunder. After an Agent's resignation hereunder, the provisions of this       
Article and Section 9.05 shall continue in effect for its benefit in respect of 
any actions taken or omitted to be taken by it while it was acting as Agent.    

          With respect to the Loans made by it hereunder, the Administrative
Agent in its individual capacity and not as Administrative Agent shall have the 
same rights and powers as any other Lender and may exercise the same as though  
it were not the Administrative Agent, and each Agent may accept deposits from,  
lend money to and generally engage in any kind of business with the Borrower as 
if it were not an Agent.                                                        

         Each Lender agrees (i) to reimburse each Agent, on demand, in the
amount of its pro rata share (based on its Commitment, or, after the Commitments
shall have expired or been terminated, the amount of its outstanding Loans,     
hereunder) of any expenses incurred for the benefit of the Lenders by such      
Agent, including reasonable counsel fees and compensation of agents and         
employees paid for services rendered on behalf of the Lenders, which shall not  
have been reimbursed by the Borrower and (ii) to indemnify and hold harmless    
each Agent and any of its directors, officers, employees or agents, 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 of any kind or nature whatsoever which may be  
imposed on, incurred by or asserted against it in its capacity as Agent or any  
of them in any way relating to or arising out of this Agreement or any action   
taken or omitted by it or any of them under this Agreement, to the extent the   
same shall not have been reimbursed by the Borrower; provided that no Lender    
shall be liable to an Agent or any other indemnitee for any portion of such     
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or wilful  
misconduct of such Agent or any of its directors, officers, employees or agents.

       Each Lender acknowledges that it has, independently and without
reliance upon the Agents or any other Lender and based on such documents and    
information as it has deemed appropriate, made its own credit analysis and      
decision to enter into this Agreement. Each Lender also acknowledges that it    
will, independently and without reliance upon the Agents or any other Lender and
based on such documents and information as it shall from time to time deem      
appropriate, continue to make its own decisions in taking or not taking action  
under or based upon this Agreement, any related agreement or any document       
furnished hereunder or thereunder.                                              

            Notwithstanding any other provision herein, each Lender acknowledges
that the Agents are not acting as an agents of the Borrower and that the        
Borrower will not be responsible for any acts or failures to act on the part of 
the Agents.                                                                     

ARTICLE IX.  MISCELLANEOUS                                                      

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

 (a) if to the Borrower, to it at 1144 East Market Street,
Akron, Ohio 44316-0001, Attention of the Treasurer (Telecopy No.    
330-796-1021 or 330-796-8836);                                      

        (b) if to the Administrative Agent, to The Chase Manhattan Bank,
     Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New
York, New York 10081, Attention of Janet Belden (Telecopy No.       
    212-552-5658), with a copy to The Chase Manhattan Bank, 270 Park Avenue,
New York, New York 10017, Attention of Julie Long (Telecopy No.     
212-270-5127);                                                      

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(c)  if to the London Agent, to it at Chase Manhattan   
International Limited, Trinity Tower, 9 Thomas More Street, London, 
England E19YT Attention of Loans Agency Division (Telecopy No.      
011-44-171-777-2360); with a copy to the Administrative Agent as    
provided in paragraph (b) above; and                                

     (d) if to a Lender, to it at its address (or telecopy number)
set forth in Schedule 2.01.                                         

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 if delivered by hand or overnight courier service or sent by    
telecopy (as evidenced by machine transmission report), or on the date five     
Business Days after dispatch by certified or registered mail, in each case      
delivered, sent or mailed (properly addressed) to such party as provided in this
Section 9.01 or in accordance with the latest unrevoked direction from such     
party given in accordance with this Section 9.01.                               

       SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower herein and in the           
certificates or other instruments prepared or delivered in connection with or   
pursuant to this Agreement shall be considered to have been relied upon by the  
Lenders and shall survive the making by the Lenders of the Loans, regardless of 
any investigation made by the Lenders or on their behalf, and shall continue in 
full force and effect as long as the principal of or any accrued interest on any
Loan or any Fee or any other amount payable under this Agreement is outstanding 
and unpaid and so long as the Commitments have not been terminated.             

      SECTION 9.03. Binding Effect; Successors and Assigns. (a) This
Agreement shall become effective when it shall have been executed by the        
Borrower and the Agents and when the Administrative Agent shall have received   
copies hereof which, when taken together, bear the signatures of each Lender,   
and thereafter shall be binding upon and inure to the benefit of the Borrower,  
the Agents and each Lender and their respective successors and assigns, except  
that (i) the Borrower shall not have the right to assign its rights hereunder or
any interest herein or to delegate any of its duties hereunder without the prior
written consent of all the Lenders and (ii) no Lender shall have the right to   
assign or participate its rights hereunder or any interest herein or to delegate
any of its duties hereunder without the prior written consent of the Borrower   
and giving a written notice (also signed by the Borrower) to the Administrative 
Agent.                                                                          

            (b) Whenever in this Agreement any of the parties hereto is referred
to, such reference shall be deemed to include any successors and permitted      
assigns of such party; and all covenants, promises and agreements by or on      
behalf of the Borrower, the Agents or the Lenders that are contained in this    
Agreement shall bind and inure to the benefit of their respective successors and
permitted assigns.                                                              

           (c) Notwithstanding the limitations set forth in this Section 9.03,
any Lender may at any time assign all or any portion of its rights under this   
Agreement to a Federal Reserve Bank without the prior written consent of the    
Borrower or the Administrative Agent; provided that no such assignment shall    
release a Lender from any of its obligations hereunder or substitute any such   
Bank for such Lender as a party hereto. In order to facilitate such an          
assignment to a Federal Reserve Bank, the Borrower shall, at the request of the 
assigning Lender, duly execute and deliver to the assigning Lender a promissory 
note or notes in the form of Exhibit D hereto evidencing the Loans made to the  
Borrower by the assigning Lender hereunder.                                     

SECTION 9.04.  APPLICABLE LAW.  THIS AGREEMENT SHALL BE 
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW       
YORK.                                                                           

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        SECTION 9.05. Waivers; Amendment. (a) No failure or delay of any
Agent or Lender in exercising any power or right 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 or preclude any other or further exercise thereof or the exercise of any  
other right or power. The rights and remedies of the Agents and the Lenders     
hereunder are cumulative and are not exclusive of any rights or remedies        
provided by law. No waiver of any provision of this Agreement or consent to any 
departure by the Borrower therefrom shall in any event be effective unless the  
same shall be permitted by paragraph (b) below, and then such waiver or consent 
shall be effective only in the specific instance and for the purpose for which  
given.                                                                          

          (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 Borrower and the Majority Lenders; provided, however, that  
no such agreement shall (i) amend, modify or otherwise affect the rights or     
duties of either Agent hereunder without the prior written consent of such      
Agent, (ii) decrease the principal amount of, or extend the maturity of or any  
scheduled principal payment date or date for the payment of any interest on any 
Loan, or waive or excuse any such payment or any part thereof, or decrease the  
rate of interest on any Loan, without the prior written consent of each Lender  
affected thereby, (iii) change or extend the Commitment of any Lender without   
the prior written consent of such Lender, or (iv) amend or modify the provisions
of Section 2.12, the provisions of this Section 9.05(b) or the definition of    
"Majority Lenders" or "Required Lenders", without the prior written consent of  
each Lender; provided that the provisions referred to in the preceding clauses  
(ii), (iii) and (iv) may be amended by the Majority Lenders; but any Lender     
which declines to approve any such amendment shall have the right at any time,  
on 10 Business Days' notice to the Borrower, to terminate its Commitment and    
require the Borrower to pay the principal of and interest on its outstanding    
Loans, and the amount of the principal and interest so paid shall be determined 
without giving effect to such amendment. All prepayments made pursuant to this  
Section 9.05(b) shall be without premium, penalty or other cost of any kind and 
shall not be subject to the requirements of Sections 2.12 and 2.16.             

         SECTION 9.06. Expenses; Indemnity. (a) The Borrower agrees to pay
(i) all reasonable out-of-pocket expenses incurred by the Agents and their      
affiliates, including the reasonable fees, charges and disbursements of counsel 
for the Agents, in connection with the syndication of the credit facilities     
provided for herein, the preparation and administration of this Agreement or any
amendments, modifications or waivers (requested by or for the benefit of the    
Borrower) of the provisions hereof, and (ii) all reasonable out-of-pocket       
expenses incurred by the Agents or any Lender in connection with the enforcement
of its rights under this Agreement.                                             

           (b) The Borrower agrees to indemnify the Agents, the Lenders, their
affiliates, and the respective directors, officers, employees and agents of such
persons (each such person being called an "Indemnitee") against, and to hold    
each Indemnitee harmless from, any and all losses, claims, damages, liabilities 
and related expenses, including reasonable counsel fees and expenses, arising   
out of any claim, litigation, investigation or proceeding relating to (i) the   
execution or delivery of this Agreement or the consummation of the transactions 
contemplated hereby or (ii) the use by the Borrower of the proceeds of the      
Loans; provided that such indemnity shall not, as to any Indemnitee, be         
available to the extent that such losses, claims, damages, liabilities or       
related expenses have resulted from the gross negligence or willful misconduct  
of such Indemnitee or from the breach of any obligations of such Indemnitee set 
forth in this Agreement.                                                        

        SECTION 9.07. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the applicable interest rate, together   
with all fees and charges which are treated as interest under applicable law    
(collectively the "Charges"), as provided for herein, or otherwise contracted   
for, charged, taken,                                                            

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                                                                              32

received or reserved by any Lender, shall exceed the maximum lawful rate (the   
"Maximum Rate") which may be contracted for, charged, taken, received or        
reserved by such Lender in accordance with applicable law, the rate of interest 
payable hereunder to such Lender, together with all Charges payable to such     
Lender, shall be limited to the Maximum Rate.                                   

      SECTION 9.08. Entire Agreement. This Agreement constitutes the
entire contract between the parties relative to the subject matter hereof. Any  
previous agreement among the parties with respect to the subject matter hereof  
is superseded by this Agreement. Nothing in this Agreement, expressed or        
implied, is intended to confer upon any party other than the parties hereto any 
rights, remedies, obligations or liabilities under or by reason of this         
Agreement.                                                                      

         SECTION 9.09. Information; Access and Confidentiality. So long as
any Commitments shall be in effect or any Loans shall remain unpaid: (i) the    
Lenders, acting through their officers and other duly designated employees,     
shall have the right to discuss the affairs, finances and accounts of the       
Borrower and the Subsidiaries with senior financial officers and employees of   
the Borrower at such reasonable times and intervals as the Lenders shall        
reasonably request; and (ii) the Borrower will make available to the Lenders    
such other information relating to the financial condition or business          
operations of the Borrower and the Subsidiaries as the Lenders shall from time  
to time reasonably request. Notwithstanding anything herein to the contrary, in 
no event shall the Borrower be required to furnish to the Lenders any           
information pursuant to this Section if the Borrower shall reasonably determine 
that the furnishing of such requested information would be in violation of any  
applicable law, regulation or order of any Governmental Body or if such         
information relates to the Borrower's strategic planning, research, development,
testing, manufacturing or marketing activities and the furnishing thereof would,
in the sole judgment of the Borrower reasonably exercised, adversely affect the 
competitive position of the Borrower. Each Lender agrees that all such          
information provided to such Lender (or any officer or employee of such Lender) 
is confidential and proprietary to the Borrower and that such Lender will not   
disclose (other than to the directors, officers and employees of such Lender who
require such information in connection with such Lender's administration of this
Agreement and who have been directed to treat such information as confidential  
and proprietary to the Borrower and other than to bank examiners with           
jurisdiction over such Lender who request such information) any such information
(excluding information which becomes (i) generally available to the public other
than as a result of the disclosure thereof by such Lender or its representatives
or (ii) available to such Lender on a non-confidential basis from a source other
than the Borrower or the Subsidiaries or any of their respective directors,     
officers, employees, agents or representatives, provided such source is not     
known to such Lender to be bound by a confidentiality agreement with the        
Borrower), except to the extent such Lender is, in the opinion of legal counsel 
to such Lender, required by law to disclose such information and then only after
such Lender shall have given the Borrower at least five (5) days' prior written 
notice of such required disclosure or, if such prior notice period is not       
available to such Lender under applicable law, such shorter notice period, if   
any, as shall in fact be available to such Lender under applicable law.         

       SECTION 9.10. Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or       
unenforceable in any respect, the validity, legality and enforceability of the  
remaining provisions contained herein and therein shall not in any way be       
affected or impaired thereby. The parties shall endeavor in good-faith          
negotiations to replace the invalid, illegal or unenforceable provisions with   
valid provisions the legal and economic effect of which comes as close as       
possible to that of the invalid, illegal or unenforceable provisions.           

            SECTION 9.11. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which  
when taken together shall constitute but one contract, and shall become         
effective as provided in Section 9.03.                                          

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                                                                              33

          SECTION 9.12. 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 9.13. Jurisdiction; Consent to Service of Process. (a) Each
party to this Agreement irrevocably and unconditionally submits, for itself and 
its property, to the nonexclusive jurisdiction of any New York State court or   
Federal court of the United States of America sitting in New York City, 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   
related hereto, 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. Nothing in this Agreement shall affect 
any right that any party may otherwise have to bring any action or proceeding   
relating to this Agreement in the courts of any jurisdiction.                   

        (b) Each party to this Agreement 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 New    
York State or Federal court. 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.        

           (c) 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 9.14. Stamp Taxes. The Borrower agrees to pay, and to save
each Agent and each Lender harmless from all liability for, any stamp, transfer,
documentary or similar taxes, assessments or charges (herein "Stamp Taxes"), and
any penalties or interest with respect thereto, which may be assessed, levied,  
collected or imposed, or otherwise become payable, in connection with the       
execution and delivery of this Agreement. Each Agent and each Lender represent  
and warrant unto the Borrower that, at the date of this Agreement, there are not
Stamp Taxes in effect which are applicable to this Agreement or any Loans which 
may be made hereunder and each Agent and each Lender agrees that it will        
promptly notify the Borrower upon becoming aware of the imposition or           
prospective imposition of any Stamp Taxes in respect of this Agreement or any   
Loan made pursuant to this Agreement. The obligations of the Borrower, each     
Agent and each Lender under this Section 9.13 shall survive the payment of the  
Loans.                                                                          

            SECTION 9.15. Change of Control Option. (a) In the event there shall
occur any Change of Control (as defined below) each Lender shall have the right,
at its option exercisable at any time within six months following the Change    
Date (as defined below), to require the Borrower to purchase the Loans of such  
Lender on the Purchase Date (as defined below) at a purchase price which shall  
be equal to the sum of (i) the principal amount of such Loans then outstanding, 
plus (ii) any and all accrued and unpaid interest on such Loans to the Purchase 
Date (the "Purchase Price").                                                    

           (b) The Borrower shall give the Lenders, through the Administrative
Agent, written notice of the occurrence of a Change of Control within five      
Business Days following the Change Date. No failure of the Borrower to give     
notice of a Change of Control shall limit the right of any Lender to require the
purchase of its Loans pursuant to this Section.                                 

            (c) Any Lender may exercise its right to require the purchase of its
Loans under this Section by delivering to the Borrower at any time within six   
months after the Change Date written notice thereof, specifying the Purchase    
Date. The Commitment of any Lender exercising its right to require the purchase 
of its Loans under this Section shall automatically terminate                   

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                                                                              34

immediately upon the Borrower's receipt of such Lender's written notice of such 
exercise of its option in accordance with this Section.                         

          (d) In the event of the exercise by any Lender of its option under
this Section in the manner provided herein, the Borrower shall pay or cause to  
be paid to such Lender on the Purchase Date the Purchase Price (determined in   
accordance with paragraph (a) above) in immediately available funds. No exercise
of the option granted in this Section shall be subject to the requirements of   
Sections 2.12 and 2.16.                                                         

(e)  As used in this Section, the term:                 

       (1) "Change Date" means the date on which any Change of Control
   shall be deemed to have occurred; provided, that, if the Borrower shall
      fail to give timely notice of the occurrence of a Change of Control to the
      Lenders as provided in paragraph (b) above, for the purpose of determining
the duration of the Lenders' rights to require prepayment under this
  Section, "Change Date" shall mean the earlier of (i) the date on which
notice of a Change of Control is duly given by the Borrower to the  
      Administrative Agent or (ii) with respect to any Lender, the date on which
such Lender obtains actual knowledge of the Change of Control.      

       (2) "Change of Control" means when, and shall be deemed to have
  occurred at such time as, a "person" or "group" (within the meaning of
    Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the "beneficial
     owner" (as defined in Rule 13d-3 under the Exchange Act) of more than 50%
      of the then outstanding Voting Stock of the Borrower; provided, that fifty
    percent shall become 70% with respect to any "employee benefit plan" (as
defined in Section 3(3) of ERISA) maintained by the Borrower or any 
    Subsidiary or any trust or funding vehicle maintained for or pursuant to
such "employee benefit plan".                                       

          (3) "Purchase Date" means, with respect to any Lender, the date on
      which the Borrower shall purchase the Loans of such Lender pursuant to the
   exercise by such Lender of its option under this Section, pursuant to a
 notice given to the Borrower in accordance with paragraph (c) of this
      Section, which date shall be a Business Day not less than 90 nor more than
    120 days after the date such Lender gives the Borrower written notice of
such exercise.                                                      

           (4) "Voting Stock" means capital stock of the Borrower of any class
   or classes (however designated) the holders of which are ordinarily, in
  the absence of contingencies, entitled to vote for the election of the
     Board of Directors of the Borrower, it being understood that, at the date
    hereof, the Common Stock, without par value, of the Borrower is the only
outstanding class of capital stock of the Borrower which constitutes
"Voting Stock".                                                     

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                                                                              35
        IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders 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/   Stephanie W Bergeron
                                          --------------------------------------
                              Name: Stephanie W Bergeron
                                      Title:Vice President and Treasurer

                              THE CHASE MANHATTAN BANK, individually
                    and as Administrative Agent,

by
                    /s/   Julie Long
                                          --------------------------------------
                    Name: Julie Long
                        Title:Vice President

                              CHASE MANHATTAN INTERNATIONAL LIMITED,
        as London Agent,

by
                      /s/   Steve Clarke
                                          --------------------------------------
                      Name: Steve Clarke
                        Title:Vice President

by
                       /s/   Julie Warrant
                                          --------------------------------------
                       Name: Julie Warrant
          Title:

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                                                                              36
     BNP PARIBAS ,

by
                         /s/   Richard L. Sted
                                          --------------------------------------
                         Name: Richard L. Sted
                           Title:Managing Director

by
                                 /s/   Frederick H. Moryl, Jr.
                                          --------------------------------------
                                 Name: Frederick H. Moryl, Jr.
                  Title:Director

      COMMERZBANK AG
                            New York and Grand Cayman Branches ,

by
                     /s/   Mark Monson
                                          --------------------------------------
                     Name: Mark Monson
                        Title:Vice President

by
                           /s/   Graham A. Warning
                                          --------------------------------------
                           Name: Graham A. Warning
                             Title:Assistant Treasurer

                               THE INDUSTRIAL BANK OF JAPAN, LIMITED ,

by
                         /s/   Walter R. Wolff
                                          --------------------------------------
                         Name: Walter R. Wolff
                               Title:Joint General Manager

                    THE SUMITOMO BANK, LIMITED ,

by
                                  /s/   Edward D. Henderson, Jr.
                                          --------------------------------------
                                  Name: Edward D. Henderson, Jr.
                               Title:Senior Vice President

                  BANCA COMMERCIALE ITALIANA
        NEW YORK BRANCH,

by
                        /s/   Jack Dickerhof
                                          --------------------------------------
                        Name: Jack Dickerhof
                        Title:Vice President

by
                      /s/   Guido La Via
                                          --------------------------------------
                      Name: Guido La Via
                        Title:Vice President

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                                                                              37

                        BANCA NAZIONALE DEL LAVORO S.p.A
        NEW YORK BRANCH,

by
                        /s/   Guilio Giovine
                                          --------------------------------------
                        Name: Guilio Giovine
                        Title:Vice President

by
                            /s/   Leonardo Valentini
                                          --------------------------------------
                            Name: Leonardo Valentini
                              Title:First Vice President

        BANK OF AMERICA,

by
                           /s/   Matthew J. Reilly
                                          --------------------------------------
                           Name: Matthew J. Reilly
                        Title:Vice President

           CITICORP USA, INC.,

by
                   /s/   Brian Ike
                                          --------------------------------------
                   Name: Brian Ike
                        Title:Vice President

                   CREDIT SUISSE FIRST BOSTON,

by
                       /s/   Kristin Lepri
                                          --------------------------------------
                       Name: Kristin Lepri
                   Title:Associate

by
                        /s/   James P. Moran
                                          --------------------------------------
                        Name: James P. Moran
                  Title:Director

        DEUTSCHE BANK AG
                             New York Branch and/or Cayman Islands
Branch, 

by
                        /s/   Oliver Schwarz
                                          --------------------------------------
                        Name: Oliver Schwarz
                        Title:Vice President

by
                         /s/   Stephan Peetzen
                                          --------------------------------------
                         Name: Stephan Peetzen
                  Title:Director

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                                                                              38

                  FIRST UNION NATIONAL BANK,

by
                              /s/   Barbara Gell Carroll
                                          --------------------------------------
                              Name: Barbara Gell Carroll
                               Title:Senior Vice President

                           BAYERISCHE HYPO- UND VEREINSBANK AG
        New York Branch,

by
                       /s/   Steven Atwell
                                          --------------------------------------
                       Name: Steven Atwell
                  Title:Director

by
                          /s/   Shannon Batchman
                                          --------------------------------------
                          Name: Shannon Batchman
                  Title:Director

      KBC BANK N.V.,

by
                         /s/   Robert Snauffer
                                          --------------------------------------
                         Name: Robert Snauffer
                              Title:First Vice President

by
                     /s/   Eric Raskin
                                          --------------------------------------
                     Name: Eric Raskin
                                  Title:Assistant Vice President

         SOCIETE GENERALE,

by
                              /s/   Anne-Marie Dumortier
                                          --------------------------------------
                              Name: Anne-Marie Dumortier
                        Title:Vice President

   CIBC, INC.,

by
                             /s/   Dominic J. Sorresso
                                          --------------------------------------
                             Name: Dominic J. Sorresso
                            Title:Executive Director
                                         CIBC World Markets, Corp.
                        As Agent

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                                                                              39

                       CREDIT LYONNAIS CHICAGO BRANCH,

by
                      /s/   Lee E. Greve
                                          --------------------------------------
                      Name: Lee E. Greve
                              Title:First Vice President

                           DRESDNER BANK AG NEW YORK AND GRAND
        CAYMAN BRANCHES,

by
                       /s/   Tom Hasenauer
                                          --------------------------------------
                       Name: Tom Hasenauer
                             Title:Assistant Treasurer

by
                        /s/   Faraaz Karnran
                                          --------------------------------------
                        Name: Faraaz Karnran
                                  Title:Assistant Vice President

                   NATEXIS BANQUES POPULAIRES,

by
                              /s/   Pieter J. van Tulder
                                          --------------------------------------
                              Name: Pieter J. van Tulder
                                    Title:Vice President and Manager
                                   Multinational Group

by
                        /s/   Nicolas Regent
                                          --------------------------------------
                        Name: Nicolas Regent
                        Title:Vice President
                                   Multinational Group

                      THE BANK OF EAST ASIA, LIMITED
        NEW YORK BRANCH,

by
                     /s/   Jay F. Chen
                                          --------------------------------------
                     Name: Jay F. Chen
                               Title:Acting Head of Credit

by
                       /s/   Peng-Wah Tang
                                          --------------------------------------
                       Name: Peng-Wah Tang
                         Title:General Manager

EX-4.1 Last Page of 43 TOC 1st Previous Next ↓Bottom Just 43rd
                                                                              40

             THE BANK OF NEW YORK,

by
                            /s/   John M. Lokay, Jr.
                                          --------------------------------------
                            Name: John M. Lokay, Jr.
                        Title:Vice President

                               BANK OF TOKYO-MITSUBISHI TRUST COMPANY,

by
                     /s/   Paresh Shah
                                          --------------------------------------
                     Name: Paresh Shah
             Title:AVP

         FIFTH THIRD BANK,

by
                         /s/   James P. Byrnes
                                          --------------------------------------
                         Name: James P. Byrnes
                        Title:Vice President

                   THE NORTHERN TRUST COMPANY,

by
                     /s/   Craig Smith
                                          --------------------------------------
                     Name: Craig Smith
                        Title:Vice President

             ROYAL BANK OF CANADA,

by
                             /s/   Gordon C. MacArthur
                                          --------------------------------------
                             Name: Gordon C. MacArthur
                        Title:Senior Manager

                IKB CAPITAL CORPORATION,

by
                      /s/   David Snyder
                                          --------------------------------------
                      Name: David Snyder
                   Title:President

                     KEYBANK NATIONAL ASSOCIATION,

by
                         /s/   Daniel W. Lally
                                          --------------------------------------
                         Name: Daniel W. Lally
                                  Title:Assistant Vice President

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	3/30/04	13
Filed as of:	5/15/01
Filed on:	5/14/01
For Period End:	3/31/01
	3/30/01	1	4	10-K405/A
	12/31/00	8	25	10-K405, 10-K405/A, 11-K
	8/15/00	26
	12/31/99	8	24	10-K405, 11-K
				List all Filings

↑Top

Filing Submission 0000950152-01-501916 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Goodyear Tire & Rubber Co/OH – ‘10-Q’ for 3/31/01 – EX-4.1

On: Monday, 5/14/01, at 7:36pm ET · As of: 5/15/01 · For: 3/31/01 · Accession #: 950152-1-501916 · File #: 1-01927

Previous ‘10-Q’: ‘10-Q’ on 10/25/00 for 9/30/00 · Next: ‘10-Q’ on 8/1/01 for 6/30/01 · Latest: ‘10-Q’ on 11/7/23 for 9/30/23

Quarterly Report — Form 10-QFiling Table of Contents

EX-4.1 — Instrument Defining the Rights of Security Holders

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q
Filing Table of Contents