EXHIBIT 10.2
EXECUTION COPY
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AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT
dated as of April 20, 2007
among
THE GOODYEAR TIRE & RUBBER COMPANY,
as Borrower,
The LENDERS Party Hereto,
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Collateral Agent
and
JPMORGAN CHASE BANK, N.A.
as Administrative Agent
J.P. MORGAN SECURITIES INC., DEUTSCHE BANK SECURITIES INC.,
as Joint Lead Arranger as Joint Lead Arranger
and Joint Bookrunner and Joint Bookrunner
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[CS&M 6701-315]
IMPORTANT NOTE:
EACH PARTY HERETO MUST EXECUTE THIS CREDIT AGREEMENT OUTSIDE THE REPUBLIC OF
AUSTRIA AND EACH LENDER MUST BOOK ITS LOAN AND RECEIVE ALL PAYMENTS OUTSIDE THE
REPUBLIC OF AUSTRIA. TRANSPORTING OR SENDING THE ORIGINAL OR ANY CERTIFIED COPY
OF THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR ANY NOTICE OR OTHER
COMMUNICATION (INCLUDING BY EMAIL OR OTHER ELECTRONIC TRANSMISSION) INTO OR FROM
THE REPUBLIC OF AUSTRIA MAY RESULT IN THE IMPOSITION OF AN AUSTRIAN STAMP DUTY
ON THE CREDIT FACILITY PROVIDED FOR HEREIN, WHICH MAY BE FOR THE ACCOUNT OF THE
PARTY WHOSE ACTIONS RESULT IN SUCH IMPOSITION. COMMUNICATIONS REFERENCING THIS
CREDIT AGREEMENT SHOULD NOT BE ADDRESSED TO RECIPIENTS IN, OR SENT BY PERSONS
LOCATED IN, THE REPUBLIC OF AUSTRIA AND PAYMENTS SHOULD NOT BE MADE TO BANK
ACCOUNTS IN THE REPUBLIC OF AUSTRIA. SEE ALSO SECTION 9.19 AND A MEMORANDUM FROM
AUSTRIAN COUNSEL FOR THE GOODYEAR TIRE & RUBBER COMPANY WHICH IS AVAILABLE UPON
REQUEST FROM THE ADMINISTRATIVE AGENT.
Table of Contents
Page
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ARTICLE I
Definitions
SECTION 1.01. Defined Terms ............................................. 1
SECTION 1.02. [intentionally omitted] ................................... 41
SECTION 1.03. Terms Generally ........................................... 41
SECTION 1.04. Accounting Terms; GAAP .................................... 42
ARTICLE II
The Credits
SECTION 2.01. Restatement Date Transactions ............................. 42
SECTION 2.02. Loans and Borrowings ...................................... 43
SECTION 2.03. Borrowing Procedure ....................................... 43
SECTION 2.04. Funding of Purchases ...................................... 44
SECTION 2.05. Interest Elections ........................................ 44
SECTION 2.06. Repayment of Loans; Evidence of Debt ...................... 46
SECTION 2.07. Prepayment of Loans ....................................... 46
SECTION 2.08. Fees ...................................................... 47
SECTION 2.09. Interest .................................................. 47
SECTION 2.10. Alternate Rate of Interest ................................ 48
SECTION 2.11. Increased Costs ........................................... 48
SECTION 2.12. Break Funding Payments .................................... 49
SECTION 2.13. Taxes ..................................................... 50
SECTION 2.14. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs ................................................... 51
SECTION 2.15. Mitigation Obligations; Replacement of Lenders ............ 53
SECTION 2.16. Co-Borrowers .............................................. 54
ARTICLE III
Representations and Warranties
SECTION 3.01. Organization; Powers ...................................... 56
SECTION 3.02. Authorization; Enforceability ............................. 56
SECTION 3.03. Governmental Approvals; No Conflicts ...................... 56
SECTION 3.04. Financial Statements; No Material Adverse Change .......... 57
SECTION 3.05. Litigation and Environmental Matters ...................... 57
SECTION 3.06. Compliance with Laws and Agreements ....................... 58
SECTION 3.07. Investment Company Status ................................. 58
SECTION 3.08. ERISA and Canadian Pension Plans .......................... 58
SECTION 3.09. Disclosure ................................................ 58
SECTION 3.10. Security Interests ........................................ 59
SECTION 3.11. Use of Proceeds ........................................... 60
ARTICLE IV
Conditions
SECTION 4.01. Restatement Date .......................................... 60
ARTICLE V
Affirmative Covenants
SECTION 5.01. Financial Statements and Other Information ................ 64
SECTION 5.02. Notices of Defaults ....................................... 65
SECTION 5.03. Existence; Conduct of Business ............................ 66
SECTION 5.04. Maintenance of Properties ................................. 66
SECTION 5.05. Books and Records; Inspection and Audit Rights ............ 66
SECTION 5.06. Compliance with Laws ...................................... 66
SECTION 5.07. Insurance ................................................. 66
SECTION 5.08. Guarantees and Collateral ................................. 66
ARTICLE VI
Negative Covenants
SECTION 6.01. Limitation on Indebtedness ................................ 68
SECTION 6.02. Limitation on Restricted Payments ......................... 72
SECTION 6.03. Limitation on Restrictions on Distributions from Restricted
Subsidiaries .............................................. 76
SECTION 6.04. Limitation on Sales of Assets and Subsidiary Stock ........ 78
SECTION 6.05. Limitation on Transactions with Affiliates ................ 80
SECTION 6.06. Limitation on Liens ....................................... 82
SECTION 6.07. Limitation on Sale/Leaseback Transactions ................. 85
SECTION 6.08. Fundamental Changes ....................................... 86
ARTICLE VII
Events of Default
SECTION 7.01. Events of Default ......................................... 86
ii
ARTICLE VIII
The Agents
ARTICLE IX
Miscellaneous
SECTION 9.01. Notices ................................................... 92
SECTION 9.02. Waivers; Amendments ....................................... 92
SECTION 9.03. Expenses; Indemnity; Damage Waiver ........................ 94
SECTION 9.04. Successors and Assigns .................................... 95
SECTION 9.05. Survival .................................................. 99
SECTION 9.06. Counterparts; Integration; Effectiveness .................. 100
SECTION 9.07. Severability .............................................. 100
SECTION 9.08. Right of Setoff ........................................... 100
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
Process ................................................... 100
SECTION 9.10. WAIVER OF JURY TRIAL ...................................... 101
SECTION 9.11. Headings .................................................. 101
SECTION 9.12. Confidentiality ........................................... 101
SECTION 9.13. Interest Rate Limitation .................................. 102
SECTION 9.14. Security Documents ........................................ 102
SECTION 9.15. Additional Financial Covenants ............................ 103
SECTION 9.16. Lenders Lien Subordination and Intercreditor Agreement .... 103
SECTION 9.17. Effect of Restatement ..................................... 103
SECTION 9.18. USA Patriot Act Notice .................................... 104
SECTION 9.19. Austrian Matters .......................................... 104
SCHEDULES:
Schedule 1.01A -- Consent Subsidiaries
Schedule 1.01B -- Mortgaged Properties
Schedule 1.01C -- Senior Subordinated-Lien Indebtedness
Schedule 2.01 -- Lenders on the Restatement Date
Schedule 3.10(b) -- Mortgaged Properties
Schedule 3.10(c) -- Material Intellectual Property
Schedule 4.01 -- Post-Restatement Date Delivery Requirements
Schedule 6.06 -- Existing Liens
iii
EXHIBITS:
Exhibit A -- Form of Borrowing Request
Exhibit B -- Form of Interest Election Request
Exhibit C -- Form of Promissory Note
Exhibit D -- Form of Assignment and Assumption
Exhibit E-1 -- Form of Opinion of Borrower's Outside Counsel
Exhibit E-2 -- Form of Opinion of the General Counsel, the Associate General
Counsel or an Assistant General Counsel of the Borrower
Exhibit F -- Form of Reaffirmation Agreement
Exhibit G -- Form of Restatement Date Perfection Certificate
iv
AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT dated as
of April 20, 2007 (this "Agreement"), among THE GOODYEAR TIRE &
RUBBER COMPANY; the LENDERS party hereto; DEUTSCHE BANK TRUST
COMPANY AMERICAS, as Collateral Agent; and JPMORGAN CHASE BANK,
N.A., as Administrative Agent.
The Borrower has requested that the Lenders agree to amend and restate
the Existing Credit Agreement (such term and each other capitalized term used
but not otherwise defined herein having the meaning assigned to it in Article I)
in order to continue a portion of the Loans thereunder and to refinance a
portion of the Loans thereunder in an aggregate principal amount for all such
continued and refinanced Loans not to exceed $1,200,000,000. The Lenders are
willing to continue such Loans and to make such refinancing Loans to the
Borrower, and to amend and restate the Existing Credit Agreement in the form
hereof, on the terms and subject to the conditions herein set forth. The
proceeds of Borrowings hereunder on the Effective Date (as defined in the
Existing Credit Agreement) were used for working capital and general corporate
purposes of the Borrower and the Subsidiaries. The proceeds of Borrowings
hereunder on the Restatement Date will be used to repay the Loans outstanding
under the Existing Credit Agreement on the Restatement Date that will not
continue as Loans of the Continuing Lenders.
The Borrower has also requested that it be given the ability to
designate its subsidiaries Goodyear Canada, Inc., a Canadian corporation, and
Goodyear, SA, a Luxembourg corporation, as co-borrowers with respect to a
portion of the Loans not to exceed at any time $800,000,000 in the aggregate for
both Goodyear Canada, Inc. and Goodyear, SA. Following any such designation, the
applicable co-borrower will be jointly and severally liable with the Borrower in
respect of such portion of the Loans. Following the initial designations as
co-borrowers, the Borrower will have the ability on up to three additional
occasions to reallocate the amount in respect of which either subsidiary is a
co-borrower. The Lenders are willing to permit such designations and
reallocations on the terms and subject to the conditions herein set forth.
Accordingly, the parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:
"ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.
"Additional Assets" means:
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(a) any property or assets (other than Indebtedness and Capital Stock)
to be used by the Borrower or a Restricted Subsidiary;
(b) the Capital Stock of a Person that becomes a Restricted Subsidiary
as a result of the acquisition of such Capital Stock by the Borrower or another
Restricted Subsidiary; or
(c) Capital Stock constituting a minority interest in any Person that
at such time is a Restricted Subsidiary;
provided, however, that any such Restricted Subsidiary described in clauses (b)
or (c) above is primarily engaged in a Permitted Business.
"Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.
"Administrative Agent" means JPMCB, in its capacity as administrative
agent for the Lenders hereunder, and its successors in such capacity.
"Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.
"Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.
"Affiliate Transaction" has the meaning set forth in Section 6.05(a).
"Agents" means the Administrative Agent and the Collateral Agent.
"Alternate Base Rate" means, for any day, a rate per annum 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%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.
"Approved Fund" means (a) with respect to any Lender, a CLO managed by
such Lender or by an Affiliate of such Lender and (b) with respect to any Lender
that is a fund which invests in bank loans and similar extensions of credit, any
other fund that invests in bank loans and similar extensions of credit and is
managed by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.
"Arrangers" means J.P. Morgan Securities Inc., as Joint Lead Arranger
and Joint Bookrunner, and Deutsche Bank Securities Inc., as Joint Lead Arranger
and Joint Bookrunner, for the credit facility established by this Agreement.
3
"Asset Disposition" means any sale, lease, transfer or other
disposition (or series of sales, leases, transfers or dispositions that are part
of a common plan) by the Borrower or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of:
(a) any shares of Capital Stock of a Restricted Subsidiary (other than
directors' qualifying shares or shares required by applicable law to be
held by a Person other than the Borrower or a Restricted Subsidiary);
(b) all or substantially all the assets of any division or line of
business of the Borrower or any Restricted Subsidiary; or
(c) any other assets of the Borrower or any Restricted Subsidiary
outside of the ordinary course of business of the Borrower or such
Restricted Subsidiary;
other than, in the case of clauses (a), (b) and (c) above,
(1) a disposition by a Restricted Subsidiary to the Borrower or
by the Borrower or a Restricted Subsidiary to a Restricted Subsidiary;
(2) for purposes of Section 6.04 only, a disposition subject to
Section 6.02;
(3) a disposition of assets with a Fair Market Value of less than
$10,000,000;
(4) a sale of accounts receivable and related assets of the type
specified in the definition of "Qualified Receivables Transaction" to
a Receivables Entity;
(5) a transfer of accounts receivable and related assets of the
type specified in the definition of "Qualified Receivables
Transaction" (or a fractional undivided interest therein) by a
Receivables Entity in a Qualified Receivables Transaction; and
(6) any Specified Asset Sale.
"Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit D or any other form approved by the Administrative Agent.
"Attributable Debt" means, with respect to any Sale/Leaseback
Transaction that does not result in a Capitalized Lease Obligation, the present
value (computed in accordance with GAAP) of the total obligations of the lessee
for rental payments during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such lease has been
extended). In the case
4
of any lease which is terminable by the lessee upon payment of a penalty, the
Attributable Debt shall be the lesser of (i) the Attributable Debt determined
assuming termination upon the first date such lease may be terminated (in which
case the Attributable Debt shall also include the amount of the penalty, but no
rent shall be considered as required to be paid under such lease subsequent to
the first date upon which it may be so terminated) and (ii) the Attributable
Debt determined assuming no such termination.
"Average Life" means, as of the date of determination, with respect to
any Indebtedness or Preferred Stock, the quotient obtained by dividing (a) the
sum of the products of the number of years from the date of determination to the
dates of each successive scheduled principal payment of such Indebtedness or
scheduled redemption or similar payment with respect to such Preferred Stock
multiplied by the amount of such payment by (b) the sum of all such payments.
"Bank Indebtedness" means all obligations under the U.S. Bank
Indebtedness and European Bank Indebtedness.
"Board" means the Board of Governors of the Federal Reserve System of
the United States of America.
"Board of Directors" means the board of directors of the Borrower or
any committee thereof duly authorized to act on behalf of the board of directors
of the Borrower.
"Borrower" means Goodyear. In addition, when used in respect of a
Co-Borrower Loan or any obligation or payment in respect of a Co-Borrower Loan,
references to the "Borrower" shall include both Goodyear and the Co-Borrower in
respect of such Co-Borrower Loan.
"Borrowing" means Loans of the same Type made, converted or continued
on the same date and, in the case of Eurodollar Loans, as to which a single
Interest Period is in effect.
"Borrowing Request" means a request by the Borrower for a Borrowing in
accordance with Section 2.03 in substantially the form of Exhibit A hereto.
"Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.
"Canadian Benefit Plans" means all material employee benefit plans of
any nature or kind whatsoever that are not Canadian Pension Plans and are
maintained or contributed to by any Credit Party having employees in Canada.
"Canadian Pension Plans" means each plan which is a registered pension
plan within the meaning of the Income Tax Act (Canada).
5
"Canadian Security Agreements" has the meaning assigned to such term
in the Guarantee and Collateral Agreement.
"Canadian Tax Opinion" means an opinion of independent tax counsel
reasonably acceptable to the Administrative Agent, in form and substance
reasonably acceptable to the Administrative Agent, to the effect that no
withholding of Canadian tax would be required on any payment with respect to any
Co-Borrower Loan for which Goodyear Canada is a co-obligor.
"Capitalized Lease Obligations" means an obligation that is required
to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP.
"Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such entity.
"Change in Control" means (a) the acquisition of ownership, directly
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934, as amended, and the rules of the
United States Securities and Exchange Commission thereunder as in effect on the
date hereof), of Capital Stock representing more than 50% of the aggregate
ordinary voting power represented by the issued and outstanding Capital Stock of
the Borrower; or (b) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Borrower by Persons who were neither (i)
directors on the date hereof or nominated by the board of directors of the
Borrower nor (ii) appointed by directors so nominated.
"Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.11(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.
"CLO" means any entity (whether a corporation, partnership, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar extensions of credit in the ordinary course and is
administered or managed by a Lender or an Affiliate of such Lender.
"Co-Borrower" means each of Goodyear Canada and Goodyear, SA, a
Luxembourg corporation.
"Co-Borrower Loan" means, as to a Co-Borrower, each Loan (or portion
of a Loan) designated as a Co-Borrower Loan of such Co-Borrower pursuant to
Section 2.16.
6
"Code" means the Internal Revenue Code of 1986, as amended from time
to time.
"Collateral" means all the assets and rights that secure any of the
Obligations pursuant to the Security Documents.
"Collateral Agent" means Deutsche Bank Trust Company Americas, in its
capacity as collateral agent for the Lenders under the Guarantee and Collateral
Agreement and the other Security Documents, and shall include each of its
sub-agents hereunder.
"Commitment" means, with respect to each applicable Lender, the
commitment of such Lender to make Loans on the Restatement Date, expressed as an
amount representing the maximum permitted aggregate amount of the Loans to be
made by such Lender. The amount of each applicable Lender's Commitment is set
forth on Schedule 2.01. The aggregate amount of the Commitments, taken together
with the amount of Loans that will continue on the Restatement Date to be held
by the Continuing Lenders, is $1,200,000,000.
"Consent Subsidiary" means (a) any Subsidiary listed on Schedule 1.01A
and (b) any Subsidiary not on Schedule 1.01A or formed or acquired after the
Restatement Date, in respect of which (A) the consent of any Person other than
the Borrower or any Wholly Owned Subsidiary is required by applicable law or the
terms of any organizational document of such Subsidiary or other agreement of
such Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiary
to execute the Guarantee and Collateral Agreement as a Grantor or a Subsidiary
Guarantor and perform its obligations thereunder, or in order for Capital Stock
of such Subsidiary to be pledged under the Security Documents, as the case may
be, and (B) the Borrower endeavored in good faith to obtain such consents and
such consents shall not have been obtained. Notwithstanding the foregoing, no
Subsidiary shall be a Consent Subsidiary at any time that it is a guarantor of,
or has provided any collateral to secure, Indebtedness for borrowed money of the
Borrower, and any Consent Subsidiary (including a Consent Subsidiary listed in
Schedule 1.01A) that at any time ceases to meet the test set forth in clause (A)
shall cease to be a Consent Subsidiary. No Subsidiary shall be a Consent
Subsidiary if it is a Guarantor or a Grantor under the First Lien Guarantee and
Collateral Agreement or the Third Lien Collateral Agreement, a US Guarantor
under the European Guarantee and Collateral Agreement or a Subsidiary Guarantor
or Grantor Subsidiary Guarantor under the Junior Lien Indenture or the 2006
Indenture.
"Consolidated Coverage Ratio" as of any date of determination means
the ratio of:
(1) the aggregate amount of EBITDA for the period of the most
recent four consecutive fiscal quarters ending prior to the date of
such determination for which financial statements have been filed with
the SEC to
7
(2) Consolidated Interest Expense for such four fiscal quarters;
provided, however, that:
(A) if the Borrower or any Restricted Subsidiary has
Incurred any Indebtedness since the beginning of such period that
remains outstanding on such date of determination or if the
transaction giving rise to the need to calculate the Consolidated
Coverage Ratio is an Incurrence of Indebtedness, EBITDA and
Consolidated Interest Expense for such period shall be calculated
after giving effect on a pro forma basis to such Indebtedness as
if such Indebtedness had been Incurred on the first day of such
period and the discharge of any other Indebtedness repaid,
repurchased, defeased or otherwise discharged with the proceeds
of such new Indebtedness as if such discharge had occurred on the
first day of such period,
(B) if the Borrower or any Restricted Subsidiary has repaid,
repurchased, defeased or otherwise discharged any Indebtedness
since the beginning of such period or if any Indebtedness is to
be repaid, repurchased, defeased or otherwise discharged (in each
case other than Indebtedness Incurred under any revolving credit
facility unless such Indebtedness has been permanently repaid and
has not been replaced) on the date of the transaction giving rise
to the need to calculate the Consolidated Coverage Ratio, EBITDA
and Consolidated Interest Expense for such period shall be
calculated on a pro forma basis as if such discharge had occurred
on the first day of such period and as if the Borrower or such
Restricted Subsidiary had not earned the interest income actually
earned during such period in respect of cash or Temporary Cash
Investments used to repay, repurchase, defease or otherwise
discharge such Indebtedness,
(C) if since the beginning of such period the Borrower or
any Restricted Subsidiary shall have made any Asset Disposition,
the EBITDA for such period shall be reduced by an amount equal to
the EBITDA (if positive) directly attributable to the assets that
are the subject of such Asset Disposition for such period or
increased by an amount equal to the EBITDA (if negative) directly
attributable thereto for such period and Consolidated Interest
Expense for such period shall be reduced by an amount equal to
the Consolidated Interest Expense directly attributable to any
Indebtedness of the Borrower or any Restricted Subsidiary repaid,
repurchased, defeased or otherwise discharged with respect to the
Borrower and its Restricted Subsidiaries in connection with such
Asset Disposition for such period (or, if the Capital Stock of
any Restricted Subsidiary is sold, the Consolidated Interest
Expense for such period directly attributable to the Indebtedness
of such Restricted Subsidiary to the extent the Borrower
8
and its continuing Restricted Subsidiaries are no longer liable
for such Indebtedness after such sale),
(D) if since the beginning of such period the Borrower or
any Restricted Subsidiary (by merger or otherwise) shall have
made an Investment in any Restricted Subsidiary (or any Person
that becomes a Restricted Subsidiary) or an acquisition of
assets, including any acquisition of assets occurring in
connection with a transaction causing a calculation to be made
hereunder, which constitutes all or substantially all of an
operating unit, division or line of a business, EBITDA and
Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto (including the Incurrence
of any Indebtedness) as if such Investment or acquisition
occurred on the first day of such period, and
(E) if since the beginning of such period any Person that
subsequently became a Restricted Subsidiary or was merged with or
into the Borrower or any Restricted Subsidiary since the
beginning of such period shall have made any Asset Disposition or
any Investment or acquisition of assets that would have required
an adjustment pursuant to clause (C) or (D) above if made by the
Borrower or a Restricted Subsidiary during such period, EBITDA
and Consolidated Interest Expense for such period shall be
calculated after giving pro forma effect thereto as if such Asset
Disposition, Investment or acquisition of assets occurred on the
first day of such period.
For purposes of this definition, whenever pro forma effect is to be
given to an acquisition of assets, Asset Disposition or other Investment, the
amount of income, EBITDA or earnings relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness Incurred in
connection therewith, the pro forma calculations shall be determined in good
faith by a responsible Financial Officer of the Borrower and shall comply with
the requirements of Rule 11-02 of Regulation S-X, as it may be amended or
replaced from time to time, promulgated by the SEC.
If any Indebtedness bears a floating rate of interest and is being
given pro forma effect, the interest expense on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Interest Rate
Agreement applicable to such Indebtedness if such Interest Rate Agreement has a
remaining term as at the date of determination in excess of 12 months). If any
Indebtedness is Incurred or repaid under a revolving credit facility and is
being given pro forma effect, the interest on such Indebtedness shall be
calculated based on the average daily balance of such Indebtedness for the four
fiscal quarters subject to the pro forma calculation.
"Consolidated Interest Expense" means, for any period, the total
interest expense of the Borrower and its Consolidated Restricted Subsidiaries,
plus, to the extent
9
Incurred by the Borrower and its Consolidated Restricted Subsidiaries in such
period but not included in such interest expense, without duplication:
(1) interest expense attributable to Capitalized Lease
Obligations and the interest expense attributable to leases
constituting part of a Sale/Leaseback Transaction that does not
result in a Capitalized Lease Obligation;
(2) amortization of debt discount and debt issuance costs;
(3) capitalized interest;
(4) noncash interest expense;
(5) commissions, discounts and other fees and charges
attributable to letters of credit and bankers' acceptance
financing,
(6) interest accruing on any Indebtedness of any other
Person to the extent such Indebtedness is Guaranteed by (or
secured by the assets of) the Borrower or any Restricted
Subsidiary and such Indebtedness is in default under its terms or
any payment is actually made in respect of such Guarantee;
(7) net payments made pursuant to Hedging Obligations
(including amortization of fees);
(8) dividends paid in cash or Disqualified Stock in respect
of (A) all Preferred Stock of Restricted Subsidiaries and (B) all
Disqualified Stock of the Borrower, in each case held by Persons
other than the Borrower or a Restricted Subsidiary;
(9) interest Incurred in connection with investments in
discontinued operations; and
(10) the cash contributions to any employee stock ownership
plan or similar trust to the extent such contributions are used
by such plan or trust to pay interest or fees to any Person
(other than the Borrower) in connection with Indebtedness
Incurred by such plan or trust;
and less, to the extent included in such total interest expense, (A) any
breakage costs of Hedging Obligations terminated in connection with the
Incurrence of Indebtedness on the 2006 Indenture Closing Date and the
application of the net proceeds therefrom and (B) the amortization during such
period of capitalized financing costs; provided, however, that for any financing
consummated after the Restatement Date, the aggregate amount of amortization
relating to any such capitalized financing costs deducted in calculating
Consolidated Interest Expense shall not exceed 5% of the aggregate amount of the
financing giving rise to such capitalized financing costs.
10
"Consolidated Net Income" means, for any period, the net income of the
Borrower and its Consolidated Subsidiaries for such period; provided, however,
that there shall not be included in such Consolidated Net Income:
(a) any net income of any Person (other than the Borrower) if such
Person is not a Restricted Subsidiary, except that:
(1) subject to the limitations contained in clause (d) below, the
Borrower's equity in the net income of any such Person for such period
shall be included in such Consolidated Net Income up to the aggregate
amount of cash actually distributed by such Person during such period
to the Borrower or a Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution
made to a Restricted Subsidiary, to the limitations contained in
clause (c) below);
(2) the Borrower's equity in a net loss of any such Person for
such period shall be included in determining such Consolidated Net
Income to the extent such loss has been funded with cash from the
Borrower or a Restricted Subsidiary;
(b) any net income (or loss) of any Person acquired by the Borrower or
a Subsidiary of the Borrower in a pooling of interests transaction for any
period prior to the date of such acquisition;
(c) any net income of any Restricted Subsidiary if such Restricted
Subsidiary is subject to restrictions on the payment of dividends or the
making of distributions by such Restricted Subsidiary, directly or
indirectly, to the Borrower (but, in the case of any Foreign Restricted
Subsidiary, only to the extent cash equal to such net income (or a portion
thereof) for such period is not readily procurable by the Borrower from
such Foreign Restricted Subsidiary (with the amount of cash readily
procurable from such Foreign Restricted Subsidiary being determined in good
faith by a Financial Officer of the Borrower) pursuant to intercompany
loans, repurchases of Capital Stock or otherwise), except that:
(1) subject to the limitations contained in clause (d) below, the
Borrower's equity in the net income of any such Restricted Subsidiary
for such period shall be included in such Consolidated Net Income up
to the aggregate amount of cash actually distributed by such
Restricted Subsidiary during such period to the Borrower or another
Restricted Subsidiary as a dividend or other distribution (subject, in
the case of a dividend or other distribution made to another
Restricted Subsidiary, to the limitation contained in this clause);
and
(2) the net loss of any such Restricted Subsidiary for such
period shall not be excluded in determining such Consolidated Net
Income;
(d) any gain (or loss) realized upon the sale or other disposition of
any asset of the Borrower or its Consolidated Subsidiaries (including
pursuant to any
11
Sale/Leaseback Transaction) that is not sold or otherwise disposed of in
the ordinary course of business and any gain (or loss) realized upon the
sale or other disposition of any Capital Stock of any Person;
(e) any extraordinary gain or loss;
(f) the effect of the 2006 strike, as disclosed in the Borrower's
filings with the SEC, which for purposes of determining Consolidated Net
Income shall be deemed to be (i) for the fiscal quarter ended December 31,
2006, a loss of operating income of $363,000,000, and (ii) for each fiscal
quarter thereafter, a loss of operating income in an amount determined by
the Borrower, provided that the aggregate amount of all such losses of
operating income for such fiscal quarters ended after December 31, 2006,
shall not exceed $250,000,000; and
(g) the cumulative effect of a change in accounting principles.
Notwithstanding the foregoing, for the purpose of Section 6.02 only,
there shall be excluded from Consolidated Net Income any dividends, repayments
of loans or advances or other transfers of assets from Unrestricted Subsidiaries
to the Borrower or a Restricted Subsidiary to the extent such dividends,
repayments or transfers increase the amount of Restricted Payments permitted
under Section 6.02(a)(3)(iv).
"Consolidated Net Secured Indebtedness" means, at any date, (a) the
sum for the Borrower and its Consolidated Restricted Subsidiaries at such date,
without duplication, of (i) all Indebtedness (other than obligations in respect
of Swap Agreements) that is included on the Borrower's consolidated balance
sheet and is Secured Indebtedness, (ii) all Capitalized Lease Obligations, (iii)
all synthetic lease financings and (iv) all Qualified Receivables Transactions,
minus (b) the aggregate amount of cash and Temporary Cash Investments in excess
of $400,000,000 held at such time by the Borrower and its Consolidated
Restricted Subsidiaries, all determined in accordance with GAAP. For purposes of
computing Consolidated Net Secured Indebtedness, the amount of any synthetic
lease financing shall equal the amount that would be capitalized in respect of
such lease if it were a Capitalized Lease Obligation.
"Consolidated Revenue" means, for any period, the revenues for such
period, determined in accordance with GAAP, of the Borrower and the Subsidiaries
the accounts of which would be consolidated with those of the Borrower in the
Borrower's consolidated financial statements in accordance with GAAP.
"Consolidated Total Assets" means, at any date, the total assets,
determined in accordance with GAAP, of the Borrower and the Subsidiaries the
accounts of which would be consolidated with those of the Borrower in the
Borrower's consolidated financial statements in accordance with GAAP.
"Consolidation" means, unless the context otherwise requires, the
consolidation of (1) in the case of the Borrower, the accounts of each of the
Restricted Subsidiaries with those of the Borrower and (2) in the case of a
Restricted Subsidiary, the accounts of each Subsidiary of such Restricted
Subsidiary that is a Restricted Subsidiary
12
with those of such Restricted Subsidiary, in each case in accordance with GAAP
consistently applied; provided, however, that "Consolidation" will not include
consolidation of the accounts of any Unrestricted Subsidiary, but the interest
of the Borrower or any Restricted Subsidiary in an Unrestricted Subsidiary will
be accounted for as an investment. The term "Consolidated" has a correlative
meaning.
"Continuing Lender" means each Lender under the Existing Credit
Agreement on the Restatement Date that is listed on Schedule 2.01 as a
Continuing Lender.
"Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.
"Credit Documents" means this Agreement, any promissory notes
delivered pursuant to Section 2.06(e), the Security Documents, the Lenders Lien
Subordination and Intercreditor Agreement and the Lien Subordination and
Intercreditor Agreement.
"Credit Facilities Agreements" means this Agreement, the First Lien
Agreement and the European Facilities Agreement.
"Credit Party" means Goodyear, each Co-Borrower, each Subsidiary
Guarantor and each Grantor.
"Currency Agreement" means with respect to any Person any foreign
exchange contract, currency swap agreement or other similar agreement or
arrangement to which such Person is a party or of which it is a beneficiary.
"Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.
"Designated Noncash Consideration" means noncash consideration
received by the Borrower or one of its Restricted Subsidiaries in connection
with an Asset Disposition that is designated by the Borrower as Designated
Noncash Consideration, less the amount of cash or cash equivalents received in
connection with a subsequent sale of such Designated Noncash Consideration,
which cash and cash equivalents shall be considered Net Available Cash received
as of such date and shall be applied pursuant to Section 6.04.
"Disclosure Documents" means reports of the Borrower on Forms 10-K,
10-Q and 8-K, and any amendments thereto, that shall have been (i) filed with
the SEC on or prior to April 5, 2007, or (ii) filed with the SEC after such date
and prior to the Restatement Date and delivered to the Administrative Agent
prior to the date hereof.
13
"Disqualified Stock" means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable or exercisable) or upon the
happening of any event:
(a) matures or is mandatorily redeemable pursuant to a sinking fund
obligation or otherwise;
(b) is convertible or exchangeable for Indebtedness or Disqualified
Stock (excluding Capital Stock convertible or exchangeable solely at the
option of the Borrower or a Restricted Subsidiary; provided, however, that
any such conversion or exchange shall be deemed an Incurrence of
Indebtedness or Disqualified Stock, as applicable); or
(c) is redeemable at the option of the holder thereof, in whole or in
part;
in the case of each of clauses (a), (b) and (c), on or prior to 180 days after
the Maturity Date; provided, however, that any Capital Stock that would not
constitute Disqualified Stock but for provisions thereof giving holders thereof
the right to require such Person to repurchase or redeem such Capital Stock upon
the occurrence of an "asset sale" or "change of control" occurring prior to the
first anniversary of the Maturity Date shall not constitute Disqualified Stock
if the "asset sale" or "change of control" provisions applicable to such Capital
Stock are not more favorable in any material respect to the holders of such
Capital Stock than the provisions of Section 4.06 and Section 4.08 of the 2006
Indenture; provided further, however, that if such Capital Stock is issued to
any employee or to any plan for the benefit of employees of the Borrower or its
Subsidiaries or by any such plan to such employees, such Capital Stock shall not
constitute Disqualified Stock solely because it may be required to be
repurchased by the Borrower in order to satisfy applicable statutory or
regulatory obligations or as a result of such employee's termination, death or
disability.
The amount of any Disqualified Stock that does not have a fixed
redemption, repayment or repurchase price will be calculated in accordance with
the terms of such Disqualified Stock as if such Disqualified Stock were
redeemed, repaid or repurchased on any date on which the amount of such
Disqualified Stock is to be determined pursuant to this Agreement; provided,
however, that if such Disqualified Stock could not be required to be redeemed,
repaid or repurchased at the time of such determination, the redemption,
repayment or repurchase price will be the book value of such Disqualified Stock
as reflected in the most recent financial statements of such Person.
"dollars" or "$" refers to lawful money of the United States of
America.
"Domestic Subsidiary" means any Subsidiary that is not a Foreign
Subsidiary.
14
"EBITDA" means, for any period, the Consolidated Net Income for such
period, plus, without duplication, the following, to the extent deducted in
calculating such Consolidated Net Income:
(a) income tax expense of the Borrower and its Consolidated Restricted
Subsidiaries;
(b) Consolidated Interest Expense;
(c) depreciation expense of the Borrower and its Consolidated
Restricted Subsidiaries;
(d) amortization expense of the Borrower and its Consolidated
Restricted Subsidiaries (excluding amortization expense attributable to a
prepaid cash item that was paid in a prior period);
(e) cash restructuring charges; provided that the aggregate amount of
such cash restructuring charges incurred on or after the Restatement Date
that may be added back in determining EBITDA pursuant to this clause (e)
for all periods reported on during the term of this Agreement shall not
exceed $120,000,000; and
(f) all other noncash charges of the Borrower and its Consolidated
Restricted Subsidiaries (excluding any such noncash charge to the extent it
represents an accrual of or reserve for cash expenditures in any future
period) less all noncash items of income of the Borrower and its Restricted
Subsidiaries in each case for such period (other than normal accruals in
the ordinary course of business).
Notwithstanding the foregoing, the provision for taxes based on the income or
profits of, and the depreciation and amortization and noncash charges of, a
Restricted Subsidiary of the Borrower shall be added to Consolidated Net Income
to compute EBITDA only to the extent (and in the same proportion) that the net
income of such Restricted Subsidiary was included in calculating Consolidated
Net Income and only if (A) a corresponding amount would be permitted at the date
of determination to be dividended to the Borrower by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to such Restricted
Subsidiary or its shareholders or (B) in the case of any Foreign Restricted
Subsidiary, a corresponding amount of cash is readily procurable by the Borrower
from such Foreign Restricted Subsidiary (as determined in good faith by a
Financial Officer of the Borrower) pursuant to intercompany loans, repurchases
of Capital Stock or otherwise, provided that to the extent cash of such Foreign
Restricted Subsidiary provided the basis for including the net income of such
Foreign Subsidiary in Consolidated Net Income pursuant to clause (c) of the
definition of "Consolidated Net Income," such cash shall not be taken into
account for the purposes of determining readily procurable cash under this
clause (B).
"EEMEA Subsidiary" means a Subsidiary (other than any Subsidiary of
the European JV) organized under the laws of any jurisdiction in Africa, Eastern
Europe
15
(including each of Albania, Belarus, Bosnia and Herzegovina, Bulgaria, Croatia,
Czech Republic, Estonia, Hungary, Latvia, Lithuania, Macedonia, Moldova, Poland,
Romania, Russia, Serbia and Montenegro, Slovakia, Slovenia, and Ukraine) and the
Middle East (including each of Bahrain, Egypt, Iran, Iraq, Israel, Jordan,
Kuwait, Lebanon, Palestine, Oman, Qatar, Saudi Arabia, Syria, Turkey, the United
Arab Emirates, and Yemen).
"Effective Date" means April 8, 2005.
"Engineered Products Division" means those standard business units of
the Borrower and the other Grantors classified as "Engineered Products Division"
on the Borrower's perpetual inventory records.
"Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the presence, the management or release of, or exposure to, any
Hazardous Materials or to health and safety matters.
"Environmental Liability" means all liabilities, obligations, damages,
losses, claims, actions, suits, judgments, orders, fines, penalties, fees,
expenses and costs (including administrative oversight costs, natural resource
damages and remediation costs), whether contingent or otherwise, arising out of
or relating to (a) compliance or non-compliance with any Environmental Law, (b)
the generation, use, handling, transportation, storage, treatment or disposal of
any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release of any Hazardous Materials or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
"ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower or any Subsidiary, is treated as
a single employer under Section 414(b) or (c) of the Code or, solely for
purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.
"ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder, with respect to any Plan
(other than an event for which the 30-day notice period is waived or an event
described in Section 4043.33 of Title 29 of the Code of Federal Regulations);
(b) the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA) as
to which a waiver has not been obtained; (c) the incurrence by the Borrower, a
Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with
respect to the termination of any Plan; (d) the treatment of a Plan amendment as
a termination under Section 4041 of ERISA; (e) any event or condition,
16
other than the Transactions, that would be materially likely to result in the
termination of, or the appointment of a trustee to administer, any Plan or
Multiemployer Plan under Section 4042 of ERISA; (f) the receipt by the Borrower,
a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any
notice of an intention to terminate any Plan or to appoint a trustee to
administer any Plan; (g) the incurrence by the Borrower, any Subsidiary or any
ERISA Affiliate of any liability under Title IV of ERISA with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (h) the
receipt by the Borrower, any Subsidiary or any ERISA Affiliate of any notice, or
the receipt by any Multiemployer Plan from the Borrower, any Subsidiary or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.
"Euro" or "E" means the lawful currency of the member states of the
European Union that have adopted a single currency in accordance with applicable
law or treaty.
"Euro Equivalent" means with respect to any monetary amount in a
currency other than Euros, at any time of determination thereof, the amount of
Euros obtained by converting such foreign currency involved in such computation
into Euros at the spot rate for the purchase of Euros with the applicable
foreign currency as published in The Wall Street Journal in the "Exchange Rates"
column under the heading "Currency Trading" on the date two Business Days prior
to such determination.
"Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.
"European Bank Indebtedness" means any and all amounts payable under
or in respect of the European Facilities Agreement and any Refinancing
Indebtedness with respect thereto or with respect to such Refinancing
Indebtedness, as amended from time to time, including principal, premium (if
any), interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Borrower, whether
or not a claim for post-filing interest is allowed in such proceedings), fees,
charges, expenses, reimbursement obligations and all other amounts payable
thereunder or in respect thereof.
"European Facilities Agreement" means the Amended and Restated Term
Loan and Revolving Credit Agreement dated as of the date hereof, among the
European JV, the other borrowers thereunder, certain lenders, certain issuing
banks, J.P. Morgan Europe Limited, as administrative agent, and JPMCB, as
collateral agent, as amended, restated, supplemented, waived, replaced (whether
or not upon termination, and whether with the original lenders or otherwise),
refinanced, restructured or otherwise modified from time to time (except to the
extent that any such amendment, restatement, supplement, waiver, replacement,
refinancing, restructuring or other modification thereto would be prohibited by
the terms of this Agreement, unless otherwise agreed to by the Majority
Lenders).
17
"European Guarantee and Collateral Agreement" means the amended and
restated Master Guarantee and Collateral Agreement among the Borrower, the
Subsidiaries party thereto and JPMCB, in its capacity as collateral agent under
the credit agreements described therein, dated as of April 8, 2005, as from time
to time amended, supplemented or otherwise modified (subject to any restrictions
on such amendments, supplements or modifications set forth herein).
"European JV" means Goodyear Dunlop Tires Europe B.V.
"Event of Default" has the meaning assigned to such term in Article
VII.
"Excluded Subsidiary" means any Subsidiary with only nominal assets
and no operations. No Subsidiary shall be an Excluded Subsidiary if it is a
Guarantor or a Grantor under the First Lien Guarantee and Collateral Agreement
or the Third Lien Collateral Agreement or a US Guarantor under the European
Guarantee and Collateral Agreement or a Subsidiary Guarantor or Grantor
Subsidiary Guarantor under the Junior Lien Indenture or the 2006 Indenture.
"Excluded Taxes" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income by the United States or by the jurisdiction
under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable lending
office is located, (b) any branch profits taxes imposed by the United States or
any similar tax imposed by any other jurisdiction described in clause (a) above
and (c) (i) any withholding tax that is imposed by the United States on amounts
payable to a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 2.15(b)) at the time such Foreign Lender first becomes a
party to this Agreement (or designates a new lending office), except to the
extent that such Foreign 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 2.13(a) or (ii) any withholding tax that is imposed by the
United States on amounts payable to a Foreign Lender that is attributable to
such Foreign Lender's failure to comply with Section 2.13(e).
"Existing Credit Agreement" means the Second Lien Credit Agreement
dated as of April 8, 2005, among the Borrower, the lenders party thereto,
Deutsche Bank Trust Company Americas, as collateral agent, and JPMCB, as
administrative agent.
"Fair Market Value" means, with respect to any asset or property, the
price which could be negotiated in an arm's-length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is
under undue pressure or compulsion to complete the transaction, as such price
is, unless specified otherwise in this Agreement, determined in good faith by a
Financial Officer of the Borrower or by the Board of Directors. Fair Market
Value (other than of any asset with a public trading market) of any asset or
property (or group of assets or property subject to
18
an event giving rise to a requirement under this Agreement that "Fair Market
Value" be determined) in excess of $25,000,000 shall be determined by the Board
of Directors or a duly authorized committee thereof.
"Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.
"Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or any assistant treasurer of the Borrower, or any
senior vice president or higher ranking executive to whom any of the foregoing
report.
"First Lien Agreement" means the Amended and Restated First Lien
Credit Agreement dated as of the date hereof, among the Borrower, certain
lenders, certain issuing banks, Citicorp USA, Inc., as syndication agent, and
JPMCB, as administrative agent, as amended, restated, supplemented, waived,
replaced (whether or not upon termination and whether with the original lenders
or otherwise), refinanced, restructured or otherwise modified from time to time
(except to the extent any such amendment, restatement, supplement, waiver,
replacement, refinancing, restructuring or other modification thereto would be
prohibited by the terms of this Agreement, unless otherwise agreed to by the
Majority Lenders).
"First Lien Guarantee and Collateral Agreement" means the Guarantee
and Collateral Agreement among the Borrower, the Subsidiary Guarantors, the
Grantors, certain other Subsidiaries and JPMCB, dated as of April 8, 2005, as
from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein).
"First Lien Indebtedness" means any and all amounts payable under or
in respect of, or that may be Incurred pursuant to unused commitments under, or
that may be drawn under undrawn letters of credit under, the First Lien
Agreement and any Refinancing Indebtedness with respect thereto or with respect
to such Refinancing Indebtedness, as amended from time to time, including
principal, premium (if any), interest (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to the
Borrower whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations and all other
amounts payable thereunder or in respect thereof.
"Foreign Lender" means any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States, each State thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction.
19
"Foreign Pledge Agreement" means a pledge agreement securing the
Obligations or any of them that is governed by the law of a jurisdiction other
than the United States and reasonably satisfactory in form and substance to the
Collateral Agent.
"Foreign Restricted Subsidiary" means any Restricted Subsidiary that
is not organized under the laws of the United States or any State thereof or the
District of Columbia, other than Goodyear Canada.
"Foreign Subsidiary" means any Subsidiary organized under the laws of
a jurisdiction other than the United States or any of its territories or
possessions or any political subdivision thereof.
"GAAP" means generally accepted accounting principles in the United
States.
"Goodyear" means The Goodyear Tire & Rubber Company, an Ohio
corporation.
"Goodyear Canada" means Goodyear Canada Inc., an Ontario corporation,
and its successors and permitted assigns.
"Governmental Authority" means the government of the United States,
Canada, any other nation or any political subdivision thereof, whether state,
provincial, territorial or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.
"Grantors" means the Borrower and each North American Subsidiary that
is, or is required pursuant to Section 5.08 to become, a Grantor (as defined in
the Guarantee and Collateral Agreement) and, if applicable, a party to any
Canadian Security Agreement.
"Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent or otherwise, of such Person:
(1) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness of such other Person
(whether arising by virtue of partnership arrangements, or by
agreement to keep-well, to purchase assets, goods, securities or
services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or
(2) entered into for purposes of assuring in any other manner the
obligee of such Indebtedness of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a
20
verb has a corresponding meaning. The term "Guarantor" shall mean any Person
Guaranteeing any obligation.
"Guarantee and Collateral Agreement" means the Guarantee and
Collateral Agreement among the Borrower, the Subsidiary Guarantors, the
Grantors, certain other Subsidiaries and the Collateral Agent, dated as of April
8, 2005, as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein).
"Hazardous Materials" means (a) petroleum products and byproducts,
asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radon
gas, chlorofluorocarbons and all other ozone-depleting substances; and (b) any
pollutant or contaminant or any hazardous, toxic, radioactive or otherwise
regulated chemical, material, substance or waste that is prohibited, limited or
regulated pursuant to any applicable Environmental Law.
"Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement, Currency Agreement or raw
materials hedge agreement.
"Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Person at the time it becomes a Subsidiary. The term "Incurrence" when used as a
noun shall have a correlative meaning. The accretion of principal of a
non-interest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness.
"Indebtedness" means, with respect to any Person on any date of
determination, without duplication:
(1) the principal of and premium (if any) in respect of
indebtedness of such Person for borrowed money;
(2) the principal of and premium (if any) in respect of
obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments;
(3) all obligations of such Person for the reimbursement of any
obligor on any letter of credit, bankers' acceptance, bank guarantee
or similar credit transaction (other than obligations with respect to
letters of credit or bank guarantees securing obligations (other than
obligations described in clauses (1), (2) and (5)) entered into in the
ordinary course of business of such Person to the extent such letters
of credit or bank guarantees are not drawn upon or, if and to the
extent drawn upon, such drawing is reimbursed no later than the tenth
Business Day following payment on the letter of credit or bank
guarantee);
21
(4) all obligations of such Person to pay the deferred and unpaid
purchase price of property or services (except Trade Payables), which
purchase price is due more than six months after the date of placing
such property in service or taking delivery and title thereto or the
completion of such services;
(5) all Capitalized Lease Obligations and all Attributable Debt
of such Person;
(6) the amount of all obligations of such Person with respect to
the redemption, repayment or other repurchase of any Disqualified
Stock or, with respect to any Subsidiary of such Person, any Preferred
Stock (but excluding, in each case, any accrued and unpaid dividends);
(7) all Indebtedness of other Persons secured by a Lien on any
asset of such Person, whether or not such Indebtedness is assumed by
such Person; provided, however, that the amount of Indebtedness of
such Person shall be the lesser of:
(A) the Fair Market Value of such asset at such date of
determination and
(B) the amount of such Indebtedness of such other Persons;
(8) Hedging Obligations of such Person; and
(9) all obligations of the type referred to in clauses (1)
through (8) of other Persons for the payment of which such Person is
responsible or liable, directly or indirectly, as obligor, guarantor
or otherwise, including by means of any Guarantee.
Notwithstanding the foregoing, in connection with the purchase by the
Borrower or any Restricted Subsidiary of any business, the term "Indebtedness"
shall exclude post-closing payment adjustments to which the seller may become
entitled to the extent such payment is determined by a final closing balance
sheet or such payment depends on the performance of such business after the
closing; provided, however, that, at the time of closing, the amount of any such
payment is not determinable and, to the extent such payment thereafter becomes
fixed and determined, the amount is paid within 30 days thereafter.
The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above; provided, however, that in the case of Indebtedness sold at a discount,
the amount of such Indebtedness at any time will be the accreted value thereof
at such time.
"Indemnified Taxes" means Taxes other than Excluded Taxes.
"Indemnitee" has the meaning set forth in Section 9.03.
22
"Information" has the meaning set forth in Section 9.12.
"Intellectual Property" has the meaning set forth in the Guarantee and
Collateral Agreement.
"Intercompany Items" means obligations owed by the Borrower or any
Subsidiary to the Borrower or any other Subsidiary.
"Interest Election Request" means a request by the Borrower to convert
or continue a Borrowing in accordance with Section 2.05 in substantially the
form of Exhibit B hereto.
"Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December and (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three months' duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period.
"Interest Period" means, with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as the Borrower may elect; provided that (i) 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 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 and (ii) any Interest Period
pertaining to a Eurodollar Borrowing that commences on the last Business Day of
a calendar month (or on a day for which there is no numerically corresponding
day in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period. For purposes
hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and, in the case of a Borrowing, thereafter shall be the
effective date of the most recent conversion or continuation of such Borrowing.
"Interest Rate Agreement" means, with respect to any Person, any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement to which such Person is a party or of
which it is a beneficiary.
"Investment" in any Person means any direct or indirect advance, loan
or other extension of credit (including by way of Guarantee or similar
arrangement) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the account
or use of others), or any purchase or acquisition of Capital Stock, Indebtedness
or other similar instruments issued by, such Person. For purposes of the
definition of "Unrestricted Subsidiary" and Section 6.02:
23
(1) "Investment" shall include the portion (proportionate to the
Borrower's equity interest in such Subsidiary) of the Fair Market
Value of the net assets of any Subsidiary of the Borrower at the time
that such Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Borrower shall be deemed to continue to
have a permanent "Investment" in an Unrestricted Subsidiary in an
amount (if positive) equal to:
(A) the Borrower's "Investment" in such Subsidiary at the
time of such redesignation less
(B) the portion (proportionate to the Borrower's equity
interest in such Subsidiary) of the Fair Market Value of the net
assets of such Subsidiary at the time of such redesignation; and
(2) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its Fair Market Value at the time of
such transfer.
In the event that the Borrower sells Capital Stock of a Restricted
Subsidiary such that after giving effect to such sale, such Restricted
Subsidiary would no longer constitute a Restricted Subsidiary, any Investment in
such Person remaining after giving effect to such sale shall be deemed to
constitute an Investment made on the date of such sale of Capital Stock.
"JPMCB" means JPMorgan Chase Bank, N.A., and its successors.
"Junior Lien Indenture" means the Indenture dated as of March 12,
2004, among the Borrower, the subsidiary guarantors party thereto and Wells
Fargo Bank, N.A., as trustee.
"Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption.
"Lenders Lien Subordination and Intercreditor Agreement" means the
Lenders Lien Subordination and Intercreditor Agreement between the Collateral
Agent and the collateral agent under the Second Lien Agreement, dated as of
April 8, 2005, as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein).
"LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the
24
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason with respect to any
Eurodollar Borrowing, then the "LIBO Rate" with respect to such Eurodollar
Borrowing for such Interest Period shall be the rate (rounded upwards, if
necessary, to the next 1/100 of 1%) at which dollar deposits of $5,000,000 and
for a maturity comparable to such Interest Period are offered by the principal
London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.
"Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, French delegation of claims, lien, pledge, hypothecation, encumbrance,
charge or security interest in, on or of such asset, and (b) the interest of a
vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same
economic effect as any of the foregoing) relating to such asset.
"Lien Subordination and Intercreditor Agreement" means the Lien
Subordination and Intercreditor Agreement dated as of March 12, 2004, among
JPMCB, Wilmington Trust Company, the Borrower and the Subsidiary Guarantors.
"Loans" means the loans made to the Borrower pursuant to the Existing
Credit Agreement and continued under this Agreement and the loans made pursuant
to Section 2.01. "Loans" shall include the Co-Borrower Loans.
"Lockbox Agreements" has the meaning assigned to such term in the
Guarantee and Collateral Agreement.
"Lockbox Deposit Account" has the meaning assigned to such term in the
Guarantee and Collateral Agreement.
"Lockbox Deposit Account Institution" has the meaning assigned to such
term in the Guarantee and Collateral Agreement.
"Lockbox System" has the meaning assigned to such term in the
Guarantee and Collateral Agreement.
"Majority Lenders" means, at any time, Lenders having Loans
representing more than 50% of the aggregate principal amount of the total Loans
outstanding.
"Material Adverse Change" means a material adverse change in or effect
on (a) the business, operations, properties, assets or financial condition
(including as a result of the effects of any contingent liabilities thereon) of
the Borrower and the Subsidiaries, taken as a whole, (b) the ability of the
Credit Parties, taken as a whole, to perform obligations under this Agreement
and the other Credit Documents that are material to the rights or interests of
the Lenders or (c) the rights of or benefits available to
25
the Lenders under this Agreement and the other Credit Documents that are
material to the interests of the Lenders.
"Material Foreign Subsidiary" means, at any time, each Foreign
Subsidiary that had Total Assets with an aggregate book value in excess of
$50,000,000 as of December 31, 2006, or if later, as of the end of the most
recent fiscal quarter for which financial statements have been delivered (or
deemed delivered) pursuant to Section 5.01(a) or (b).
"Material Indebtedness" means Indebtedness (other than the Loans), or
obligations in respect of one or more Swap Agreements, of any one or more of the
Borrower and the Subsidiaries in an aggregate principal amount exceeding
$100,000,000. For purposes of determining Material Indebtedness, the "principal
amount" of the obligations of the Borrower or any Subsidiary in respect of any
Swap Agreement at any time shall be the maximum aggregate amount (giving effect
to any netting agreements) that the Borrower or such Subsidiary would be
required to pay if such Swap Agreement were terminated at such time, calculated
in accordance with the terms of such Swap Agreement.
"Material Intellectual Property" means all Intellectual Property of
the Borrower and the Grantors, other than Intellectual Property that in the
aggregate is not material to the business of the Borrower and the Subsidiaries,
taken as a whole.
"Material Subsidiary" means, at any time, each Subsidiary other than
Subsidiaries that do not represent more than 5% for any such individual
Subsidiary, or more than 10% in the aggregate for all such Subsidiaries, of
either (a) Consolidated Total Assets or (b) Consolidated Revenue for the period
of four fiscal quarters most recently ended.
"Maturity Date" means April 30, 2014.
"Moody's" means Moody's Investors Service, Inc., or any successor
thereto.
"Mortgage" means a mortgage or deed of trust, assignment of leases and
rents, or other security documents reasonably satisfactory in form and substance
to the Collateral Agent granting a Lien on any Mortgaged Property to secure the
Obligations, and shall include each amendment and restatement of any existing
Mortgage in connection with the amendment and restatement of the Existing Credit
Agreement.
"Mortgaged Property" means, at any time, each parcel of real property
listed in Schedule 1.01B and the improvements thereto.
"Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.
"NAIC" means the National Association of Insurance Commissioners.
26
"Net Available Cash" from an Asset Disposition means cash payments
received (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise and proceeds
from the sale or other disposition of any securities received as consideration,
in each case only as and when received, but excluding any other consideration
received in the form of assumption by the acquiring Person of Indebtedness or
other obligations relating to the properties or assets that are the subject of
such Asset Disposition or received in any other noncash form) therefrom, in each
case net of:
(1) all legal, accounting, investment banking, title and
recording tax expenses, commissions and other fees and expenses
incurred, and all Federal, state, provincial, foreign and local taxes
required to be paid or accrued as a liability under GAAP, as a
consequence of such Asset Disposition;
(2) all payments made on any Indebtedness which is secured by any
assets subject to such Asset Disposition, in accordance with the terms
of any Lien upon or other security agreement of any kind with respect
to such assets, or which must by its terms, or in order to obtain a
necessary consent to such Asset Disposition, or by applicable law be
repaid out of the proceeds from such Asset Disposition;
(3) all distributions and other payments required to be made to
minority interest holders in Subsidiaries or joint ventures as a
result of such Asset Disposition; and
(4) appropriate amounts to be provided by the seller as a
reserve, in accordance with GAAP, against any liabilities associated
with the property or other assets disposed of in such Asset
Disposition and retained by the Borrower or any Restricted Subsidiary
after such Asset Disposition (but only for so long as such reserve is
maintained).
"Net Cash Proceeds" means, with respect to any issuance or sale of
Capital Stock, the cash proceeds of such issuance or sale net of attorneys'
fees, accountants' fees, underwriters' or placement agents' fees, listing fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.
"Net Intercompany Items" means, in the case of any Subsidiary, (a) the
aggregate amount of the Intercompany Items owed by the Borrower or any other
Subsidiary to such Subsidiary minus (b) the aggregate amount of the Intercompany
Items owed by such Subsidiary to the Borrower or any other Subsidiary.
"North American Subsidiary" means any Subsidiary organized under the
laws of the United States or Canada or any of their respective states,
provinces, territories or possessions or any political subdivision of any
thereof.
27
"Obligations" means (a) the due and punctual payment of (i) the
principal of and interest (including interest accruing during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding) on the Loans, when and as
due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise and (ii) all other monetary obligations of the Credit
Parties to any of the Secured Parties under this Agreement and each of the other
Credit Documents, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), and (b) the due and punctual performance of all
other obligations of the Credit Parties to any of the Secured Parties under this
Agreement and the other Credit Documents.
"Other Taxes" means any and all present or future stamp, documentary,
excise, recording, transfer, sales, property or similar taxes, charges or levies
arising from any payment made under any Credit Document or from the execution,
delivery or enforcement of, or otherwise with respect to, any Credit Document.
"Participant" has the meaning assigned to such term in Section 9.04.
"PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.
"Permitted Business" means any business engaged in by the Borrower or
any Restricted Subsidiary on the Restatement Date and any Related Business.
"Permitted Investment" means an Investment by the Borrower or any
Restricted Subsidiary in:
(1) the Borrower, a Restricted Subsidiary or a Person that will,
upon the making of such Investment, become a Restricted Subsidiary;
(2) another Person if as a result of such Investment such other
Person is merged or consolidated with or into, or transfers or conveys
all or substantially all its assets to, the Borrower or a Restricted
Subsidiary;
(3) Temporary Cash Investments;
(4) receivables owing to the Borrower or any Restricted
Subsidiary if created or acquired in the ordinary course of business
and payable or dischargeable in accordance with customary trade terms;
provided, however, that such trade terms may include such
concessionary trade terms as the Borrower or any such Restricted
Subsidiary deems reasonable under the circumstances;
(5) payroll, travel and similar advances to cover matters that
are expected at the time of such advances ultimately to be treated as
expenses
28
for accounting purposes and that are made in the ordinary course of
business;
(6) loans or advances to employees made in the ordinary course of
business of the Borrower or such Restricted Subsidiary;
(7) stock, obligations or securities received in settlement of
disputes with customers or suppliers or debts (including pursuant to
any plan of reorganization or similar arrangement upon insolvency of a
debtor) created in the ordinary course of business and owing to the
Borrower or any Restricted Subsidiary or in satisfaction of judgments;
(8) any Person to the extent such Investment represents the non
cash portion of the consideration received for an Asset Disposition
that was made pursuant to and in compliance with Section 6.04;
(9) a Receivables Entity or any Investment by a Receivables
Entity in any other Person in connection with a Qualified Receivables
Transaction, including Investments of funds held in accounts permitted
or required by the arrangements governing such Qualified Receivables
Transaction or any related Indebtedness; provided, however, that any
Investment in a Receivables Entity is in the form of a Purchase Money
Note, contribution of additional receivables or an equity interest;
(10) any Person to the extent such Investments consist of prepaid
expenses, negotiable instruments held for collection and lease,
utility and workers' compensation, performance and other similar
deposits made in the ordinary course of business by the Borrower or
any Restricted Subsidiary;
(11) any Person to the extent such Investments consist of Hedging
Obligations otherwise permitted under Section 6.01;
(12) any Person to the extent such Investment in such Person
existed on the Restatement Date and any Investment that replaces,
refinances or refunds such an Investment, provided that the new
Investment is in an amount that does not exceed that amount replaced,
refinanced or refunded and is made in the same Person as the
Investment replaced, refinanced or refunded;
(13) advances to, and Guarantees for the benefit of, customers,
dealers or suppliers made in the ordinary course of business and
consistent with past practice; and
(14) any Person to the extent such Investment, when taken
together with all other Investments made pursuant to this clause (14)
and then outstanding on the date such Investment is made, does not
exceed the greater of (A) the sum of (i) $500,000,000 and (ii) any
amounts under
29
Section 6.02(a)(3)(iv)(x) that were excluded by operation of the
proviso in Section 6.02(a)(3)(iv) and which excluded amounts are not
otherwise included in Consolidated Net Income or intended to be
permitted under any of clauses (1) through (13) of this definition and
(B) 5.0% of Consolidated assets of the Borrower as of the end of the
most recent fiscal quarter for which financial statements of the
Borrower have been filed with the SEC.
"Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.
"Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV or Section 302 of
ERISA or Section 412 of the Code, and in respect of which the Borrower, any
Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section
3(5) of ERISA.
"Preferred Stock," as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) that is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over shares of Capital Stock of any other class of such Person.
"Prime Rate" means the rate of interest per annum publicly announced
from time to time by JPMCB (or any successor Administrative Agent appointed or
chosen pursuant to Article VIII hereof) as its prime rate in effect at its
principal office in New York City. Each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.
"Priority Secured Indebtedness" means (i) First Lien Indebtedness,
(ii) Secured Indebtedness that is secured by Liens on the Collateral that are
not subordinated to the Liens securing the Obligations and (iii) Secured
Indebtedness to the extent secured by Liens on assets not included in the
Collateral, in the case of each of clauses (i) through (iii) limited to the
portion of such Indebtedness that is so secured.
"Pro Forma Senior Secured Leverage Ratio" means, as of the last day of
any period, the ratio, determined on a pro forma basis as described below, of
(a) Consolidated Net Secured Indebtedness as of such day to (b) EBITDA for such
period. All computations required to be made for purposes of determining the Pro
Forma Senior Secured Leverage Ratio at any time shall be made giving pro forma
effect to any incurrence, increase or reduction of Indebtedness or Consolidated
Net Secured Indebtedness, and any acquisition, Investment, Asset Disposition or
Specified Asset Sale, in each case occurring after the last day of the
applicable period and prior to such time of determination, and, to the extent
applicable, the historical earnings and cash flows associated with the assets
acquired or disposed of, in each case as if such transaction occurred on the
first day of the period in respect of which such computations are being
30
made, but shall not take into account any projected synergies or similar
benefits expected to be realized as a result of such event; provided that no
such acquisition, Investment, Asset Disposition or Specified Asset Sale shall be
reflected on a pro forma basis unless the aggregate consideration in respect
thereof has a fair value in excess of $250,000,000. In connection with such
computations, if the Incurrence of any Indebtedness is being given pro forma
effect and such Indebtedness bears a floating rate of interest, the interest
expense on such Indebtedness shall be calculated as if the rate in effect on the
date of determination had been the applicable rate for the entire period. Pro
forma computations shall be made in good faith by a Financial Officer of the
Borrower.
"Purchase Money Indebtedness" means Indebtedness:
(1) consisting of the deferred purchase price of property, plant
and equipment, conditional sale obligations, obligations under any
title retention agreement and other obligations Incurred in connection
with the acquisition, construction or improvement of such asset, in
each case where the amount of such Indebtedness does not exceed the
greater of (A) the cost of the asset being financed and (B) the Fair
Market Value of such asset; and
(2) Incurred to finance such acquisition, construction or
improvement by the Borrower or a Restricted Subsidiary of such asset;
provided, however, that such Indebtedness is Incurred within 180 days after such
acquisition or the completion of such construction or improvement.
"Purchase Money Note" means a promissory note of a Receivables Entity
evidencing a line of credit, which may be irrevocable, from the Borrower or any
Subsidiary of the Borrower to a Receivables Entity in connection with a
Qualified Receivables Transaction, which note:
(1) shall be repaid from cash available to the Receivables
Entity, other than:
(A) amounts required to be established as reserves;
(B) amounts paid to investors in respect of interest;
(C) principal and other amounts owing to such investors; and
(D) amounts paid in connection with the purchase of newly
generated receivables; and
(2) may be subordinated to the payments described in clause
(A).
31
"Qualified Receivables Transaction" means any transaction or series of
transactions that may be entered into by the Borrower or any of its Subsidiaries
pursuant to which the Borrower or any of its Subsidiaries may sell, convey or
otherwise transfer to:
(1) a Receivables Entity (in the case of a transfer by the
Borrower or any of its Subsidiaries); or
(2) any other Person (in the case of a transfer by a Receivables
Entity);
or may grant a security interest in, any accounts receivable (whether now
existing or arising in the future) of the Borrower or any of its Subsidiaries,
and any assets related thereto including, without limitation, all collateral
securing such accounts receivable, all contracts and all Guarantees or other
obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets which are customarily transferred or in respect of
which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable; provided, however,
that the financing terms, covenants, termination events and other provisions
thereof shall be market terms (as determined in good faith by a Financial
Officer of the Borrower); and provided further, however, that no such
transaction or series of transactions shall be a Qualified Receivables
Transaction if any of the accounts receivable subject thereto is or would absent
such transaction or series of transactions otherwise be subject to a Lien
securing any U.S. Bank Indebtedness.
The grant of a security interest in any accounts receivable of the
Borrower or any of its Restricted Subsidiaries to secure Bank Indebtedness shall
not be deemed a Qualified Receivables Transaction.
"Reaffirmation Agreement" shall mean the Reaffirmation of Guarantee
and Security Documents substantially in the form of Exhibit F, among the Credit
Parties and the Collateral Agent, pursuant to which the Credit Parties shall
reaffirm their obligations under the Guarantee and Collateral Agreement and the
Security Documents to which they are a party.
"Receivables Entity" means a (a) Wholly Owned Subsidiary of the
Borrower which is a Restricted Subsidiary and which is designated by the Board
of Directors (as provided below) as a Receivables Entity or (b) another Person
engaging in a Qualified Receivables Transaction with the Borrower which Person
engages in the business of the financing of accounts receivable, and in either
of clause (a) or (b):
(1) no portion of the Indebtedness or any other obligations
(contingent or otherwise) of which
(A) is Guaranteed by the Borrower or any Subsidiary of the
Borrower (excluding Guarantees of obligations (other than the
principal of, and interest on, Indebtedness) pursuant to Standard
Securitization Undertakings);
32
(B) is recourse to or obligates the Borrower or any
Subsidiary of the Borrower in any way other than pursuant to
Standard Securitization Undertakings; or
(C) subjects any property or asset of the Borrower or any
Subsidiary of the Borrower, directly or indirectly, contingently
or otherwise, to the satisfaction thereof, other than pursuant to
Standard Securitization Undertakings;
(2) which is not an Affiliate of the Borrower or with which
neither the Borrower nor any Subsidiary of the Borrower has any
material contract, agreement, arrangement or understanding other than
on terms which the Borrower reasonably believes to be no less
favorable to the Borrower or such Subsidiary than those that might be
obtained at the time from Persons that are not Affiliates of the
Borrower; and
(3) to which neither the Borrower nor any Subsidiary of the
Borrower has any obligation to maintain or preserve such entity's
financial condition or cause such entity to achieve certain levels of
operating results.
Any such designation by the Board of Directors shall be evidenced to
the Administrative Agent by filing with the Administrative Agent a certified
copy of the resolution of the Board of Directors giving effect to such
designation and a certificate of a Financial Officer certifying that such
designation complied with the foregoing conditions.
"Reference Date" means March 12, 2004.
"Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such Indebtedness, including,
in any such case from time to time, after the discharge of the Indebtedness
being Refinanced. "Refinanced" and "Refinancing" shall have correlative
meanings.
"Refinancing Indebtedness" means Indebtedness that is Incurred to
Refinance (including pursuant to any defeasance or discharge mechanism) any
Indebtedness of the Borrower or any Restricted Subsidiary existing on the
Restatement Date or Incurred in compliance with this Agreement (including
Indebtedness of the Borrower that Refinances Refinancing Indebtedness);
provided, however, that:
(1) the Refinancing Indebtedness has a Stated Maturity no earlier
than the Stated Maturity of the Indebtedness being Refinanced;
(2) the Refinancing Indebtedness has an Average Life at the time
such Refinancing Indebtedness is Incurred that is equal to or greater
than the Average Life of the Indebtedness being refinanced;
33
(3) such Refinancing Indebtedness is Incurred in an aggregate
principal amount (or if Incurred with original issue discount, an
aggregate issue price) that is equal to or less than the aggregate
principal amount of the Indebtedness being refinanced (or if issued
with original issue discount, the aggregate accreted value) then
outstanding (or that would be outstanding if the entire committed
amount of any credit facility being Refinanced were fully drawn (other
than any such amount that would have been prohibited from being drawn
pursuant to Section 6.01) (plus fees and expenses, including any
premium and defeasance costs);
(4) if the Indebtedness being Refinanced is subordinated in right
of payment to the Obligations, such Refinancing Indebtedness is
subordinated in right of payment to the Obligations at least to the
same extent as the Indebtedness being Refinanced; and
(5) if Incurred by the Borrower or any Domestic Subsidiary, the
Refinancing Indebtedness is not secured by Liens on any assets other
than the assets that secured the Indebtedness being refinanced, and
any such Liens have no greater priority than the Liens securing the
Indebtedness being refinanced;
provided further, however, that Refinancing Indebtedness shall not include:
(A) Indebtedness of a Restricted Subsidiary that is not a
Subsidiary Guarantor that Refinances Indebtedness of the
Borrower; or
(B) Indebtedness of the Borrower or a Restricted Subsidiary
that Refinances Indebtedness of an Unrestricted Subsidiary.
"Register" has the meaning set forth in Section 9.04.
"Related Business" means any business reasonably related, ancillary or
complementary to the business of the Borrower and its Restricted Subsidiaries on
the Restatement Date.
"Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents,
counsel, trustees and other advisors of such Person and such Person's
Affiliates.
"Restatement Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).
"Restatement Date Perfection Certificate" means a certificate in the
form of Exhibit G or any other form approved by the Collateral Agent.
34
"Restricted Payment" in respect of any Person means:
(1) the declaration or payment of any dividend, any distribution
on or in respect of its Capital Stock or any similar payment
(including any payment in connection with any merger or consolidation
involving the Borrower or any Restricted Subsidiary) to the direct or
indirect holders of its Capital Stock in their capacity as such,
except (A) dividends or distributions payable solely in its Capital
Stock (other than Disqualified Stock or, in the case of a Restricted
Subsidiary, Preferred Stock) and (B) dividends or distributions
payable to the Borrower or a Restricted Subsidiary (and, if such
Restricted Subsidiary has Capital Stock held by Persons other than the
Borrower or other Restricted Subsidiaries, to such other Persons on no
more than a pro rata basis);
(2) the purchase, repurchase, redemption, retirement or other
acquisition ("Purchase") for value of any Capital Stock of the
Borrower held by any Person (other than the Borrower or a Restricted
Subsidiary) or any Capital Stock of a Restricted Subsidiary held by
any affiliate of such Person (other than by a Restricted Subsidiary)
(other than in exchange for Capital Stock of the Borrower that is not
Disqualified Stock);
(3) the Purchase for value, prior to scheduled maturity, any
scheduled repayment or any scheduled sinking fund payment, of any
Subordinated Obligations (other than the Purchase for value of
Subordinated Obligations acquired in anticipation of satisfying a
sinking fund obligation, principal installment or final maturity, in
each case due within one year of the date of such Purchase); or
(4) any Investment (other than a Permitted Investment) in any
Person.
"Restricted Subsidiary" means any Subsidiary of the Borrower other
than an Unrestricted Subsidiary.
"Sale/Leaseback Transaction" means an arrangement relating to
property, plant and equipment now owned or hereafter acquired by the Borrower or
a Restricted Subsidiary whereby the Borrower or a Restricted Subsidiary
transfers such property to a Person and the Borrower or such Restricted
Subsidiary leases it from such Person, other than (i) leases between the
Borrower and a Restricted Subsidiary or between Restricted Subsidiaries or (ii)
any such transaction entered into with respect to any property, plant and
equipment or any improvements thereto at the time of, or within 180 days after,
the acquisition or completion of construction of such property, plant and
equipment or such improvements (or, if later, the commencement of commercial
operation of any such property, plant and equipment), as the case may be, to
finance the cost of such property, plant and equipment or such improvements, as
the case may be.
"SEC" means the Securities and Exchange Commission.
35
"Second Lien Agreement" means this Agreement, the Amended and Restated
Second Lien Credit Agreement dated as of the date hereof, among the Borrower,
certain lenders and JPMCB, as administrative agent, as amended, restated,
supplemented, waived, replaced (whether or not upon termination, and whether
with the original lenders or otherwise), refinanced, restructured or otherwise
modified from time to time.
"Secured Indebtedness" means any Indebtedness of the Borrower secured
by a Lien. "Secured Indebtedness" of a Subsidiary has a correlative meaning.
"Secured Parties" means the Administrative Agent, the Collateral Agent
and each Lender.
"Security Documents" means the Reaffirmation Agreement, the Guarantee
and Collateral Agreement, the Foreign Pledge Agreements, the Canadian Security
Agreements, the Mortgages and each other instrument or document delivered
pursuant to Section 5.08 to secure any of the Obligations.
"Senior Indebtedness" of the Borrower or any Subsidiary Guarantor, as
the case may be, means the principal of, premium (if any) and accrued and unpaid
interest on (including interest accruing on or after the filing of any petition
in bankruptcy or for reorganization of the Borrower or any Subsidiary Guarantor,
as applicable, regardless of whether or not a claim for post-filing interest is
allowed in such proceedings), and fees and other amounts owing in respect of
Bank Indebtedness, Indebtedness under the 2006 Indenture (in the case of the
Borrower) and Guarantees thereof (in the case of the Subsidiary Guarantors) and
all other Indebtedness of the Borrower or any Subsidiary Guarantor, as
applicable, whether outstanding on the 2006 Indenture Closing Date or thereafter
Incurred, unless in the instrument creating or evidencing the same or pursuant
to which the same is outstanding it is provided that such obligations are
subordinated in right of payment to the Indebtedness under the 2006 Indenture or
such Subsidiary Guarantor's Guarantee thereof, as applicable; provided, however,
that Senior Indebtedness of the Borrower or any Subsidiary Guarantor shall not
include: (a) any obligation of the Borrower to any Subsidiary of the Borrower or
of such Subsidiary Guarantor to the Borrower or any other Subsidiary of the
Borrower; (b) any liability for Federal, state, local or other taxes owed or
owing by the Borrower or such Subsidiary Guarantor, as applicable; (c) any
accounts payable or other liability to trade creditors arising in the ordinary
course of business (including Guarantees thereof or instruments evidencing such
liabilities); (d) any Indebtedness or obligation of the Borrower (and any
accrued and unpaid interest in respect thereof) that by its terms is subordinate
or junior in right of payment to any other Indebtedness or obligation of the
Borrower or such Subsidiary Guarantor, as applicable, including any Subordinated
Obligations (as defined in the 2006 Indenture) of the Borrower or such
Subsidiary Guarantor, as applicable; (e) any obligations with respect to Capital
Stock; or (f) any Indebtedness Incurred in violation of this Agreement.
"Senior Subordinated-Lien Collateral Agent" means, as to any Senior
Subordinated-Lien Indebtedness, the collateral agent under the applicable Senior
Subordinated-Lien Indebtedness Security Documents.
36
"Senior Subordinated-Lien Governing Documents" means each Indenture or
other agreement or instrument providing for the issuance or setting forth the
terms of any Senior Subordinated-Lien Indebtedness.
"Senior Subordinated-Lien Indebtedness" means Indebtedness of the
Borrower that (a) is secured by Liens permitted under Section 6.06(b), but that
is not secured by Liens on any additional assets, (b) constitutes Initial Junior
Indebtedness or Designated Junior Obligations under and as defined in the Lien
Subordination and Intercreditor Agreement, and the Liens securing which are
subordinated under the Lien Subordination and Intercreditor Agreement to the
Liens securing the Obligations and (c) does not contain provisions inconsistent
with the restrictions of Schedule 1.01C. Each of the Borrower's 11% Senior
Secured Notes due 2011 and its Senior Secured Floating Rate Notes due 2011
issued on March 12, 2004, and the Indebtedness under the Third Lien Agreement
are Senior Subordinated-Lien Indebtedness.
"Senior Subordinated-Lien Indebtedness Security Documents" means, as
to any Senior Subordinated-Lien Indebtedness, the security agreements, pledge
agreements, mortgages and other documents creating Liens on assets of the
Borrower and the Subsidiary Guarantors to secure the applicable Senior
Subordinated-Lien Obligations.
"Senior Subordinated-Lien Obligations" means, as to any Senior
Subordinated-Lien Indebtedness, (a) the principal of and all premium or
make-whole amounts, if any, and interest payable in respect of such Senior
Subordinated-Lien Indebtedness, (b) any amounts payable under Guarantees of such
Senior Subordinated-Lien Indebtedness by Subsidiaries and (c) all other amounts
payable by the Borrower or any Subsidiary under such Senior Subordinated-Lien
Indebtedness, the applicable Senior Subordinated-Lien Indebtedness Security
Documents (to the extent such amounts relate to such Senior Subordinated-Lien
Indebtedness) or the applicable Senior Subordinated-Lien Governing Documents.
"Specified Asset Sale" means (i) the sale of all or a substantial
portion of the assets and liabilities of the Borrower's Engineered Products
Division or (ii) the sale of all or a portion of the Borrower's properties in
Akron, Summit County, Ohio.
"Specified Jurisdiction" means The United States of America and
Canada.
"Standard & Poor's" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., or any successor thereto.
"Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Borrower or any
Subsidiary of the Borrower which, taken as a whole, are customary in an accounts
receivable transaction.
"Stated Maturity" means, with respect to any Indebtedness, the date
specified in the documentation governing such Indebtedness as the fixed date on
which the final payment of principal of such Indebtedness is due and payable,
including pursuant to any mandatory redemption provision (but excluding any
provision providing for the repurchase of such Indebtedness at the option of the
holder thereof upon the
37
happening of any contingency beyond the control of the Borrower unless such
contingency has occurred). The "Stated Maturity" of the Obligations means the
Maturity Date.
"Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject, with
respect to the Adjusted LIBO Rate, for Eurocurrency funding (currently referred
to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute Eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.
"Subordinated Obligation" means any Indebtedness of the Borrower
(whether outstanding on the Restatement Date or thereafter Incurred) (a) that by
its terms is subordinate or junior in right of payment to the Obligations or (b)
that is not Secured Indebtedness or (c) that is secured subject to an agreement
subordinating its Liens to those securing the Obligations. For the avoidance of
doubt, "Subordinated Obligations" shall include the Senior Subordinated-Lien
Obligations and any unsecured Indebtedness of the Borrower and the Subsidiary
Guarantors (including the Borrower's 4% Convertible Senior Notes due 2034 and
Floating Rate Notes due 2009). "Subordinated Obligation" of a Subsidiary
Guarantor has a correlative meaning.
"subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which are consolidated with those of the parent in
the parent's consolidated financial statements in accordance with GAAP as of
such date, as well as any other corporation, limited liability company,
partnership, association or other entity of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the
ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held by
the parent or one or more subsidiaries of the parent or by the parent and one or
more subsidiaries of the parent.
"Subsidiary" means any subsidiary of the Borrower (other than Tire &
Wheel Assemblies, Inc. at any time when not more than 50% of the Capital Stock
or 50% of the voting power are, as of such date, owned or Controlled by the
Borrower).
"Subsidiary Guarantor" means any Subsidiary that is, or is required
pursuant to Section 5.08 to become, a Guarantor (as defined in the Guarantee and
Collateral Agreement).
38
"Swap Agreement" means any agreement in respect of any Hedging
Obligations.
"Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.
"Temporary Cash Investments" means any of the following:
(a) direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of
America (or by any agency thereof to the extent such obligations are backed
by the full faith and credit of the United States of America), in each case
maturing within one year from the date of acquisition thereof;
(b) investments in commercial paper maturing within 270 days from the
date of acquisition thereof, and having, at such date of acquisition,
ratings of A2 or higher from Standard & Poor's and P2 or higher from
Moody's;
(c) investments in certificates of deposit, banker's acceptances and
time deposits maturing within 180 days from the date of acquisition thereof
and issued or guaranteed by or placed with, and money market deposit
accounts issued or offered by any commercial bank organized under the laws
of the United States of America or any state thereof which has a short-term
deposit rating of A1 from Standard & Poor's and P1 from Moody's and has a
combined capital and surplus and undivided profits of not less than
$500,000,000;
(d) fully collateralized repurchase agreements with a term of not more
than 30 days for securities described in clause (a) above and entered into
with a financial institution described in clause (c) above;
(e) money market funds that (i) comply with the criteria set forth in
SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA
by Standard & Poor's and Aaa by Moody's and (iii) have portfolio assets of
at least $3,000,000,000;
(f) investments of the type and maturity described in clauses (b)
through (e) of foreign obligors, which investments or obligor have ratings
described in such clauses or equivalent ratings from comparable foreign
rating agencies (and with respect to clause (e), are not required to comply
with the Rule 2a-7 criteria);
(g) investments of the type and maturity described in clause (c) in
any obligor organized under the laws of a jurisdiction other than the
United States that (A) is a branch or subsidiary of a Lender or the
ultimate parent company of a Lender under any of the Credit Facilities
Agreements (but only if such Lender meets the ratings and capital, surplus
and undivided profits requirements of such clause (c)) or (B) carries a
rating at least equivalent to the rating of the sovereign nation in which
it is located; and
39
(h) in the case of any Foreign Subsidiary, (i) marketable direct
obligations issued or unconditionally guaranteed by the sovereign nation in
which such Foreign Subsidiary is organized and is conducting business or
issued by an agency of such sovereign nation and backed by the full faith
and credit of such sovereign nation, in each case maturing within one year
from the date of acquisition, so long as the indebtedness of such sovereign
nation is rated at least A by Standard & Poor's or A2 by Moody's or carries
an equivalent rating from a comparable foreign rating agency, and (ii)
other investments of the type and maturity described in clause (c) in
obligors organized under the laws of a jurisdiction other than the United
States in any country in which such Subsidiary is located, provided,
however, that the investments permitted under this subclause (ii) shall be
made in amounts and jurisdictions consistent with the Borrower's policies
governing short-term investments.
"Third Lien Agreement" means the Third Lien Credit Agreement dated as
of April 8, 2005, among the Borrower, certain Subsidiaries of the Borrower party
thereto, certain lenders and JPMCB, as administrative agent, as amended,
restated, supplemented, waived, replaced (whether or not upon termination, and
whether with the original lenders or otherwise), refinanced, restructured or
otherwise modified from time to time (except to the extent that any such
amendment, restatement, supplement, waiver, replacement, refinancing,
restructuring or other modification thereto would be prohibited by the terms of
this Agreement, unless otherwise agreed to by the Majority Lenders).
"Third Lien Collateral Agreement" means the Collateral Agreement dated
as of March 12, 2004, among the Borrower, the Subsidiaries of the Borrower
identified therein and Wilmington Trust Company, as collateral agent, as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein).
"Total Assets" of any Subsidiary means (a) in the case of any
Subsidiary organized in a Specified Jurisdiction, (i) the total assets of such
Subsidiary, excluding Intercompany Items, plus (ii) if the Net Intercompany
Items of such Subsidiary shall be positive, the amount of such Net Intercompany
Items; and (b) in the case of any other Subsidiary, the total assets of such
Subsidiary, excluding Intercompany Items.
"Trade Payables" means, with respect to any Person, any accounts
payable or any indebtedness or monetary obligation to trade creditors created,
assumed or Guaranteed by such Person arising in the ordinary course of business
in connection with the acquisition of goods or services.
"Transactions" means the execution, delivery and performance by the
Borrower of this Agreement and by the Borrower, the Subsidiary Guarantors and
the Grantors, as applicable, of the Reaffirmation Agreement and the other Credit
Documents, the borrowing of the Loans, the creation and the continuation of the
Liens and Guarantees provided for in the Security Documents and the other
transactions contemplated hereby.
40
"2003 MGCA" means the Master Guarantee and Collateral Agreement dated
as of March 31, 2003, among the Borrower, the subsidiary guarantors thereunder,
the subsidiary grantors thereunder, certain other Subsidiaries, certain
financial institutions, and the collateral agent thereunder.
"2006 Indenture Closing Date" means November 21, 2006.
"2006 Indenture" means the Indenture dated as of November 21, 2006,
between the Borrower and Wells Fargo Bank, N.A., as Trustee.
"Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.
"UCC" means Article 9 of the Uniform Commercial Code as from time to
time in effect in the State of New York.
"Unrestricted Subsidiary" means:
(a) any Subsidiary of the Borrower that at the time of determination
shall be designated an Unrestricted Subsidiary by the Board of Directors in
the manner provided below and
(b) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors may designate any Subsidiary of the Borrower
(including any newly acquired or newly formed Subsidiary of the Borrower) to be
an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries
owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any
property of, the Borrower or any other Subsidiary of the Borrower that is not a
Subsidiary of the Subsidiary to be so designated; provided, however, that
either:
(A) the Subsidiary to be so designated has total Consolidated
assets of $1,000 or less; or
(B) if such Subsidiary has total Consolidated assets greater than
$1,000, then such designation would be permitted under Section 6.02.
The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however, that immediately after giving effect
to such designation:
(x) (1) the Borrower could Incur $1.00 of additional Indebtedness
under Section 6.01(a) or (2) the Consolidated Coverage Ratio for the Borrower
and its Restricted Subsidiaries would be greater after giving effect to such
designation than before such designation and
(2) no Default shall have occurred and be continuing.
41
Any such designation of a Subsidiary as a Restricted Subsidiary or Unrestricted
Subsidiary by the Board of Directors shall be evidenced to the Administrative
Agent by promptly filing the Administrative Agent a copy of the resolution of
the Board of Directors giving effect to such designation and a certificate of a
Financial Officer certifying that such designation complied with the foregoing
provisions.
"U.S. Bank Indebtedness" means any and all amounts payable under or in
respect of the U.S. Credit Agreements and any Refinancing Indebtedness with
respect thereto or with respect to such Refinancing Indebtedness, as amended
from time to time, including principal, premium (if any), interest (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Borrower whether or not a claim for post-filing
interest is allowed in such proceedings), fees, charges, expenses, reimbursement
obligations and all other amounts payable thereunder or in respect thereof.
"U.S. Credit Agreements" means (i) the First Lien Agreement and (ii)
the Second Lien Agreement, each as amended, restated, supplemented, waived,
replaced (whether or not upon termination, and whether with the original lenders
or otherwise), refinanced, restructured or otherwise modified from time to time
(except to the extent that any such amendment, restatement, supplement, waiver,
replacement, refinancing, restructuring or other modification thereto would be
prohibited by the terms of this Agreement, unless otherwise agreed to by the
Majority Lenders).
"U.S. Dollar Equivalent" means with respect to any monetary amount in
a currency other than dollars, at any time for determination thereof, the amount
of dollars obtained by converting such foreign currency involved in such
computation into dollars at the spot rate for the purchase of dollars with the
applicable foreign currency as published in The Wall Street Journal in the
"Exchange Rates" column under the heading "Currency Trading" on the date two
Business Days prior to such determination.
"Wholly Owned Subsidiary" of any Person shall mean a subsidiary of
such Person of which securities (except for directors' qualifying shares) or
other ownership interests representing 100% of the Capital Stock are, at the
time any determination is being made, owned, controlled or held by such Person
or one or more wholly owned Subsidiaries of such Person or by such Person and
one or more wholly owned Subsidiaries of such Person.
"Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.
SECTION 1.02. [intentionally omitted]
SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to
42
be followed by the phrase "without limitation". The word "will" shall be
construed to have the same meaning and effect as the word "shall". Unless the
context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, but shall not be deemed to include the subsidiaries of such Person
unless express reference is made to such subsidiaries, (c) the words "herein",
"hereof" and "hereunder", and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, this Agreement, and (e) the words "asset" and "property" shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.
SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Majority Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.
ARTICLE II
The Credits
SECTION 2.01. Restatement Date Transactions. Subject to the terms and
conditions set forth herein, (a) each Continuing Lender will continue as a
Lender under this Agreement holding on the Restatement Date, after giving effect
to the transactions provided for herein, a Loan in the amount set forth opposite
the name of such Lender on Schedule 2.01, and (b) each Lender having a
Commitment as set forth in Schedule 2.01 agrees to make a Loan to the Borrower
on the Restatement Date in a principal amount not exceeding its Commitment,
which amount will be applied to repay outstanding Loans of the Lenders under the
Existing Credit Agreement other than the Loans that continue under clause (a)
above to be held by the Continuing Lenders holding the same immediately prior to
the transactions provided for herein, with the result that each Lender will hold
on the Restatement Date, after giving effect to the transactions provided for
herein, a Loan in the amount set forth opposite its name on Schedule 2.01.
Amounts paid
43
or prepaid in respect of Loans may not be reborrowed. The Commitments of Lenders
shall expire at 5:00 p.m., New York City time, on the Restatement Date.
SECTION 2.02. Loans and Borrowings. (a) Each Loan outstanding on the
Restatement Date, after giving effect to the transactions provided for in
Section 2.01, shall be part of a Borrowing consisting of Loans held ratably by
the Lenders in accordance with the percentages that their respective Loans bear
to the aggregate principal amount of the outstanding Loans. The failure of any
Lender having a Commitment to make any Loan required to be made by it on the
Restatement Date shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments of the Lenders are several and no
Lender shall be responsible for any other Lender's failure to make Loans as
required.
(b) Subject to Section 2.10, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith. Each Lender at its option may make, convert or continue any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make, convert or continue such Loan; provided that any exercise of
such option shall not affect the obligation of the Borrower to repay such Loan
in accordance with the terms of this Agreement.
(c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR
Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000. Borrowings of more
than one Type may be outstanding at the same time; provided that there shall not
at any time be more than a total of 20 Eurodollar Borrowings outstanding.
(d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.
SECTION 2.03. Borrowing Procedure. To request a Borrowing on the
Restatement Date, the Borrower shall notify the Administrative Agent of such
request by telephone not later than 10:30 a.m., New York City time, on the
Restatement Date. Such telephonic Borrowing Request shall be irrevocable and
shall be confirmed promptly by hand delivery or telecopy to the Administrative
Agent of a written Borrowing Request signed by the Borrower. Such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.02:
(i) the aggregate amount of the requested Borrowing;
(ii) the proposed Restatement Date, which shall be a Business Day;
(iii) whether such Borrowing is to be an ABR Borrowing; and
(iv) the location and number of the Borrower's account to which funds
are to be disbursed, which shall comply with the requirements of Section
2.04.
44
If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.
SECTION 2.04. Funding of Purchases. (a) Each Lender having a
Commitment shall make each Loan to be made by it hereunder on the Restatement
Date by wire transfer of immediately available funds by 12:30 p.m., New York
City time, to the account of the Administrative Agent most recently designated
by it for such purpose by notice to the Lenders. The Administrative Agent will
apply such amounts to pay Lenders under the Existing Credit Agreement the
aggregate principal amount of the Loans of such lenders that will not be
continued hereunder and held by the Continuing Lenders.
(b) Unless the Administrative Agent shall have received notice from a
Lender prior to the Restatement Date that such Lender will not make available to
the Administrative Agent the funds required to be made available by such Lender
under Section 2.01, the Administrative Agent may assume that such Lender has
made such funds available on such date in accordance with paragraph (a) of this
Section and may, in reliance upon such assumption, repay Loans from Lenders
under the Existing Credit Agreement in a corresponding amount. In such event, if
a Lender has not in fact made its funds available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation or (ii) in the case of the
Borrower, the interest rate applicable to ABR Loans. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing. It is agreed that no payment by the
Borrower under this paragraph will be subject to any break-funding payment under
Section 2.12.
SECTION 2.05. Interest Elections. (a) Each Borrowing initially shall
be of the Type outstanding and, in the case of a Eurodollar Borrowing, shall
have the Interest Period in effect after giving effect to the transactions on
the Restatement Date. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, 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 be considered a separate
Borrowing.
45
(b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone (a) in the case of
a Eurodollar Borrowing, not later than 3:00 p.m., New York City time, three
Business Days before the date of the proposed Borrowing or (b) in the case of an
ABR Borrowing, not later than 10:30 a.m., New York City time, on the date of the
proposed Borrowing. Each such telephonic Interest Election Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Interest Election Request signed by the
Borrower.
(c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02 and 2.16(c):
(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) whether the resulting Borrowing is to be an ABR Borrowing or a
Eurodollar Borrowing; and
(iv) if the resulting Borrowing is a Eurodollar Borrowing, the
Interest Period to be applicable thereto after giving effect to such
election, which shall be a period contemplated by the definition of the
term "Interest Period".
If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.
(d) Promptly following receipt of an Interest Election Request, the
Administrative 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 Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Majority Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Borrowing may be converted to
or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.
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SECTION 2.06. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Loan on the
Maturity Date.
(b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the Indebtedness of the Borrower to such
Lender resulting from each Loan made or held by such Lender, including the
amounts of principal and interest payable and paid to such Lender from time to
time hereunder.
(c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Type thereof 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 Administrative Agent
hereunder for the account of the Lenders and each Lender's share thereof.
(d) The entries made in the accounts maintained pursuant to paragraph
(b) or (c) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein (including any failure to record the making or repayment of any Loan)
shall not in any manner affect the obligation of the Borrower to repay the Loans
in accordance with the terms of this Agreement or prevent the Borrower's
obligations in respect of Loans from being discharged to the extent of amounts
actually paid in respect thereof.
(e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) in
substantially the form set forth in Exhibit C hereto. Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).
SECTION 2.07. Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to voluntarily prepay any Borrowing in
whole or in part, subject to paragraph (c) of this Section.
(b) For purposes of complying with Section 6.04(c)(ii) or for any
other reason, the Borrower may at any time make an offer to prepay Loans by
notifying the Administrative Agent by telephone (confirmed by telecopy) of (i)
the amount of the Loans subject to such prepayment offer and (ii) the date
(which shall not be sooner than five Business Days after the date on which such
notice is delivered) before which each Lender shall be entitled to elect, by
written notice to the Administrative Agent, to receive a prepayment of its Loan
in an amount equal to such Lender's ratable share of such
47
prepayment amount based on the respective outstanding Loans of the Lenders.
Promptly following receipt of any such notice from the Borrower, the
Administrative Agent shall advise the Lenders of such prepayment offer. Within
three Business Days of the Prepayment Election Date, the Borrower shall prepay
such Loans as the Lenders shall have elected to have prepaid in accordance with
the foregoing (and no prepayment shall be required in respect of amounts offered
to Lenders who did not elect to accept a prepayment).
(c) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment under paragraph (a) or (b) above (i)
in the case of prepayment of a Eurodollar Borrowing, not later than 3:00 p.m.,
New York City time, three Business Days before the date of prepayment and (ii)
in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before the date of prepayment. Each such notice
shall be irrevocable and shall specify the prepayment date and the principal
amount of each Borrowing or portion thereof to be prepaid. Promptly following
receipt of any such notice relating to a Borrowing, the Administrative Agent
shall advise the Lenders of the contents thereof. Each partial prepayment of any
Borrowing under paragraph (a) shall be in an amount that would be permitted in
the case of an advance of a Borrowing of the same Type as provided in Section
2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.09.
SECTION 2.08. Fees. The Borrower agrees to pay to the Administrative
Agent, for its own account, fees in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent.
SECTION 2.09. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate plus 0.75% per annum; provided
that at any time when the Borrower has effective corporate credit ratings of Ba3
or better from Moody's and BB- or better from Standard & Poor's, in each case
with at least stable outlook, the Loans comprising each ABR Borrowing shall bear
interest at the Alternate Base Rate plus 0.50% per annum.
(b) The Loans comprising each Eurodollar Borrowing shall bear interest
at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
plus 1.75% per annum; provided that at any time when the Borrower has effective
corporate credit ratings of Ba3 or better from Moody's and BB- or better from
Standard & Poor's, in each case with at least stable outlook, the Loans
comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
Rate plus 1.50% per annum.
(c) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus
the rate otherwise applicable to such Loan as provided in the preceding
paragraphs of this Section or (ii) in the case of any
48
other amount, 2.00% plus the rate applicable to ABR Loans as provided in
paragraph (a) of this Section.
(d) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan; provided that (i) interest accrued pursuant
to paragraph (c) of this Section shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan, accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or
prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior
to the end of the current Interest Period therefor, accrued interest on such
Loan shall be payable on the effective date of such conversion.
(e) All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate
at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.
SECTION 2.10. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:
(a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or
(b) the Administrative Agent is advised by the Majority Lenders that
the Adjusted LIBO Rate for such Interest Period will not adequately and
fairly reflect the cost to such Lenders (or any Lender) of making or
maintaining their Loans (or its Loan) included in such Borrowing for such
Interest Period;
then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing. Each determination by the
Administrative Agent hereunder shall be conclusive absent manifest error.
SECTION 2.11. Increased Costs. (a) If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit or
similar requirement against assets of, deposits with or for the account of,
or credit extended by, any Lender (except any such reserve requirement
reflected in the Adjusted LIBO Rate); or
49
(ii) impose on any Lender or the London interbank market any other
condition (other than Taxes) affecting this Agreement or Eurodollar Loans
made by such Lender;
and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan by an amount deemed by such
Lender to be material, then the Borrower will pay to such Lender such additional
amount or amounts as will compensate such Lender for such additional costs
incurred or reduction suffered.
(b) If any Lender determines that any Change in Law regarding capital
requirements has had or would have the effect of reducing the rate of return on
such Lender's capital or on the capital of such Lender's holding company, if
any, in each case by an amount deemed by such Lender to be material, as a
consequence of this Agreement or the Loans made or held by such Lender, to a
level below that which such Lender or such Lender's holding company would have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.
(c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower. The Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof, unless such amount is being
contested by the Borrower in good faith.
(d) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 180-day period referred to above shall be
extended to include the period of retroactive effect thereof.
SECTION 2.12. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, continue
or prepay any Eurodollar Loan, or to convert any Loan to a Eurodollar Loan, on
the date specified in any notice delivered pursuant hereto, or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.15, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or
50
expense to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBO Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the eurodollar market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Borrower. The Borrower shall
pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof, unless such amount is being contested by the Borrower in
good faith.
SECTION 2.13. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower or any other Credit Party hereunder or under any
other Credit Document shall be made free and clear of and without deduction for
any Indemnified Taxes or Other Taxes; provided that if the Borrower or any other
Credit Party shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions of such Taxes (including deductions
applicable to additional sums payable under this Section) the Administrative
Agent or Lender (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made (and the Borrower shall pay
or cause such Credit Party to pay such increased amount), (ii) the Borrower or
such other Credit Party shall make such deductions and (iii) the Borrower or
such other Credit Party shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.
(b) The Borrower shall indemnify the Administrative Agent and each
Lender, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower or any other Credit Party hereunder or under
any other Credit Document (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable out-of-pocket expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender, or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error.
(c) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.
(d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower or any other Credit Party to a Governmental
Authority, the
51
Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.
(e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time such Foreign Lender first becomes
a party to this Agreement and 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; provided that such Foreign Lender has
received written notice from the Borrower advising it of the availability of
such exemption or reduction and supplying all applicable documentation; and
provided further that no such written notice shall be required with respect to
the applicable IRS Form W-8 a Foreign Lender is required to deliver to the
Borrower to permit payments to be made without withholding of U.S. Federal
income tax (or at a reduced rate of U.S. withholding tax).
(f) Any Lender that is entitled to an exemption from withholding tax
under the law of any jurisdiction in which a Co-Borrower is located, or under
any treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall make reasonable efforts to deliver to Goodyear for the
account of the relevant Co-Borrower (with a copy to the Administrative Agent),
at the time such Lender first becomes a party to this Agreement and at the time
or times prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law or reasonably requested by Goodyear
as will permit such payments to be made without withholding or at a reduced
rate; provided that such Lender has received written notice from Goodyear
advising it of the availability of such exemption or reduction and supplying all
applicable documentation.
SECTION 2.14. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a) Except as required or permitted under Section 2.07, 2.11, 2.12,
2.13, 2.15 or 9.03, each Borrowing, each payment or prepayment of principal of
any Borrowing, each payment of interest on the Loans, each payment of fees and
each refinancing of any Borrowing with a Borrowing of any Type, shall be
allocated pro rata among the Lenders in accordance with the respective principal
amounts of their outstanding Loans. 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.
(b) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest or fees, or of amounts payable under
Section 2.11, 2.12 or 2.13 or otherwise) prior to 1:00 p.m., New York City time,
on the date when due, in immediately available funds, without setoff,
counterclaim or other deduction. Any amounts received after such time on any
date may, in the discretion of the
52
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent to the applicable account specified by
the Administrative Agent for the account of the applicable Lenders or, in any
such case, to such other account as the Administrative Agent shall from time to
time specify in a notice delivered to the Borrower, except that payments
pursuant to Sections 2.11, 2.12, 2.13, 2.15 and 9.03 shall be made directly to
the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person in appropriate
ratable shares to the appropriate recipient or recipients promptly following
receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such extension. All payments hereunder shall
be made in dollars. Any payment required to be made by the Administrative Agent
hereunder shall be deemed to have been made by the time required if the
Administrative Agent shall, at or before such time, have taken the necessary
steps to make such payment in accordance with the regulations or operating
procedures of the clearing or settlement system used by the Administrative Agent
to make such payment.
(c) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder, such funds shall be applied (i) first, towards payment
of interest and fees then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and fees then due to such
parties, and (ii) second, towards payment of principal then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal then due to such parties.
(d) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans. If any participations are purchased pursuant to the
preceding sentence and all or any portion of the payments giving rise thereto
are recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest. The provisions of
this paragraph shall not be construed to apply to any payment made by the
Borrower pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Loans to any assignee or participant,
other than to the Borrower or any Affiliate thereof (as to which the provisions
of this paragraph shall apply). The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law and under
this Agreement, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of setoff
53
and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of the Borrower in the amount of such participation.
(e) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender, and to pay interest thereon for each day from and
including the date such amount shall have been distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.
(f) If any Lender shall fail to make any payment required to be made
by it hereunder for the account of the Administrative Agent or any Lender, then
the Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations in
respect of such payment until all such unsatisfied obligations are fully paid.
SECTION 2.15. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.11 or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.13, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.11 or 2.13, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.
(b) If any Lender requests compensation under Section 2.11, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.13,
or if any Lender shall become the subject of any insolvency or similar
proceeding or filing or default in its obligation to fund Loans hereunder, then
the Borrower may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably
54
be withheld, (ii) such Lender shall have received payment of an amount equal to
the outstanding principal of its Loans, accrued fees and all other amounts
payable to it hereunder, from the assignee or the Borrower, as the case may be,
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.11 or payments required to be made pursuant to
Section 2.13, such assignment will result in a reduction in such compensation or
payments.
SECTION 2.16. Co-Borrowers. (a) Goodyear shall have the right to
elect, for any reason, including a change in the tax laws of any relevant
jurisdiction, to designate a portion of the Loans as Co-Borrower Loans of either
Co-Borrower. In addition to the initial designation under this paragraph (a)
with respect to each Co-Borrower, Goodyear will have the ability on up to three
additional occasions during the term of this Agreement to designate additional
Loans as Co-Borrower Loans of a Co-Borrower or to designate Co-Borrower Loans of
a Co-Borrower as no longer being Co-Borrower Loans or as being Co-Borrower Loans
of the other Co-Borrower. Each such designation shall be effected by a written
notice to the Administrative Agent by Goodyear and the applicable Co-Borrower
(1) which shall specify (A) the aggregate amount of the Loans so designated and
(B) the Borrowing or Borrowings (or portions thereof) constituting such
Co-Borrower Loans, and (2) pursuant to which such Co-Borrower shall become
liable for all of the obligations of Goodyear in respect of such specified
Co-Borrower Loans and to be bound by the terms of this Agreement in respect of
such Co-Borrower Loans, including all obligations to repay principal, to pay
interest and to pay all other amounts from time to time due in respect of such
Co-Borrower Loans, provided that Goodyear shall remain liable, on a joint and
several basis with the Co-Borrower, for all obligations of the Co-Borrower in
respect of such Co-Borrower Loans. The aggregate amount of Co-Borrower Loans at
any time outstanding shall not exceed $800,000,000. If any designation under
this paragraph (a) results in the aggregate amount of Co-Borrower Loans
outstanding exceeding $800,000,000 such designation shall be considered to be in
error and shall be void to the extent of such excess. Such excess amount shall
not constitute a Co-Borrower Loan or be part of or comprise Co-Borrower Loans
and the principal amount of the Co-Borrower Loan to which such designation
relates shall be restored to the amount permitted hereunder, and the amount to
which the designation relates shall be reduced to the extent necessary such that
the aggregate amount of Co-Borrower Loans outstanding shall equal, and as
intended not exceed, $800,000,000 (and such excess shall be a Borrowing pursuant
to which Goodyear is the sole Borrower hereunder). No designation under this
paragraph (a) may be given pursuant to which Goodyear Canada becomes a
co-obligor with respect to any Co-Borrower Loans unless Goodyear has delivered a
Canadian Tax Opinion to the Administrative Agent at the time of such
designation.
(b) Goodyear shall be jointly and severally liable in respect of each
Co-Borrower Loan to the same extent as if it were the sole borrower in respect
of such Loan. Goodyear's obligations in respect of the Co-Borrower Loans shall
continue in full force and effect and shall not be affected for any reason
whatsoever by the Incurrence of any Co-Borrower Loan by either Co-Borrower,
including by any defect in the power or authority of a Co-Borrower to Incur a
Co-
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Borrower Loan, by any failure of a Co-Borrower to have obtained any consent or
other approval required for it to Incur a Co-Borrower Loan, by any default or
breach by a Co-Borrower of or under any agreement or any law or regulation or
any provision of any organizational document, or by any failure of a Co-Borrower
Loan to be enforceable against a Co-Borrower for any reason whatsoever.
(c) The Co-Borrower Loans of each Co-Borrower shall consist of
separate Borrowings identified by Goodyear as Borrowings comprised of such
Co-Borrower Loans and such Loans shall not be included in any Borrowing
comprised of Co-Borrower Loans of the other Co-Borrower or in any Borrowing that
is not comprised of Co-Borrower Loans. Each Interest Election Request delivered
when any Co-Borrower Loans are outstanding shall specify whether the Borrowing
or Borrowings referred to therein are comprised of Co-Borrower Loans of a
Co-Borrower and, if so, the applicable Co-Borrower.
(d) Prepayments of Loans under Section 2.07 may be allocated among the
Co-Borrower Loans and the other Loans as Goodyear shall elect pursuant to the
applicable notice delivered under Section 2.07(c).
(e) References to the taking of any action by the Borrower in respect
of any Co-Borrower Loan shall be deemed to include references to Goodyear or the
applicable Co-Borrower taking such action and the Agents are expressly
authorized to accept any such action taken by Goodyear or the applicable
Co-Borrower as having the same effect as if taken by Goodyear in respect of a
Loan that is not a Co-Borrower Loan.
(f) For purposes of disclosure pursuant to the Interest Act (Canada),
the annual rates of interest or fees to which the rates of interest or fees
provided in this Agreement and the other Credit Documents (and stated herein or
therein, as applicable, to be computed on the basis of any period of time less
than a calendar year) are equivalent to the rates so determined multiplied by
the actual number of days in the applicable calendar year and divided by 360 or
365, as applicable, or such other period of time, respectively.
(g) Judgment Currency. (i) The obligations of each Co-Borrower
hereunder and under the other Credit Documents to make payments in Dollars (the
"Obligation Currency"), shall not be discharged or satisfied by any tender or
recovery pursuant to any judgment expressed in or converted into any currency
other than the Obligation Currency, except to the extent that such tender or
recovery results in the effective receipt by the Administrative Agent or a
Lender of the full amount of the Obligation Currency expressed to be payable to
the Administrative Agent or Lender under this Agreement or the other Credit
Documents. If, for the purpose of obtaining or enforcing judgment against a
Co-Borrower in any court or in any jurisdiction, it becomes necessary to convert
into or from any currency other than the Obligation Currency (such other
currency being hereinafter referred to as the "Judgment Currency") an amount due
in the Obligation Currency, the conversion shall be made, at the rate of
exchange prevailing, in each case, as of the date immediately preceding the day
on which the judgment is given (such Business Day being hereinafter referred to
as the "Judgment Currency Conversion Date").
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(ii) If there is a change in the rate of exchange prevailing between
the Judgment Currency Conversion Date and the date of actual payment of the
amount due, the applicable Co-Borrower and Goodyear each jointly and severally
covenant and agree to pay, or cause to be paid, such additional amounts, if any
(but in any event not a lesser amount), as may be necessary to ensure that the
amount paid in the Judgment Currency, when converted at the rate of exchange
prevailing on the date of payment, will produce the amount of the Obligation
Currency which could have been purchased with the amount of Judgment Currency
stipulated in the judgment or judicial award at the rate of exchange prevailing
on the Judgment Currency Conversion Date.
(iii) For purposes of determining the prevailing rate of exchange,
such amounts shall include any premium and costs payable in connection with the
purchase of the Obligation Currency.
ARTICLE III
Representations and Warranties
The Borrower represents and warrants to the Administrative Agent and
the Lenders that:
SECTION 3.01. Organization; Powers. The Borrower and each of the other
Credit Parties is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, would not be reasonably
likely to result in a Material Adverse Change, is qualified to do business, and
is in good standing, in every jurisdiction where such qualification is required.
Each Subsidiary of the Borrower other than the Credit Parties is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as
now conducted and is qualified to do business, and is in good standing, in every
jurisdiction where such qualification is required, except for failures that,
individually or in the aggregate, would not be materially likely to result in a
Material Adverse Change.
SECTION 3.02. Authorization; Enforceability. The Transactions to be
entered into by each Credit Party are within such Credit Party's powers and have
been duly authorized. This Agreement has been duly executed and delivered by the
Borrower and constitutes, and each other Credit Document to which any Credit
Party is or is to be a party constitutes or, when executed and delivered by such
Credit Party, will constitute, a legal, valid and binding obligation of the
Borrower or such Credit Party, as the case may be, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.
SECTION 3.03. Governmental Approvals; No Conflicts. (a) Except to the
extent that no Material Adverse Change would be materially likely to result, the
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Transactions (i) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
are required to perfect Liens created under the Security Documents and such as
have been obtained or made and are in full force and effect, (ii) do not and
will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of the Borrower or any of the Subsidiaries or any
order of any Governmental Authority, (iii) do not and will not violate or result
in a default under any indenture, agreement or other instrument binding upon the
Borrower or any of the Subsidiaries or any of their assets, and (iv) do not and
will not result in the creation or imposition of any Lien on any asset of the
Borrower or any of the Subsidiaries, except Liens created under the Credit
Documents.
(b) The incurrence, continuation or purchase of each Loan, each
Guarantee thereof under the Credit Documents and each Lien securing any of the
Obligations, is permitted under the Junior Lien Indenture and each other
indenture or other agreement governing any Senior Subordinated-Lien Indebtedness
in effect at the time of such incurrence, and the Loans and Guarantees thereof
under the Credit Documents constitute Designated Senior Obligations under the
Lien Subordination and Intercreditor Agreement.
SECTION 3.04. Financial Statements; No Material Adverse Change. (a)
The Borrower has heretofore furnished to the Lenders its consolidated balance
sheet and statements of income, stockholders' equity and cash flows as of and
for the fiscal year ended December 31, 2006. Such financial statements present
fairly, in all material respects, the consolidated financial position and
consolidated results of operations and cash flows of the Borrower and its
Consolidated Subsidiaries as of such date and for such fiscal year in accordance
with GAAP.
(b) Except as disclosed in the Disclosure Documents, since December
31, 2006, there has been no event or condition that constitutes or would be
materially likely to result in a Material Adverse Change, it being agreed that a
reduction in any rating relating to the Borrower issued by any rating agency
shall not, in and of itself, be an event or condition that constitutes or would
be materially likely to result in a Material Adverse Change (but that events or
conditions underlying or resulting from any such reduction may constitute or be
materially likely to result in a Material Adverse Change).
SECTION 3.05. Litigation and Environmental Matters. (a) Except as set
forth in the Disclosure Documents, there are no actions, suits or proceedings by
or before any arbitrator or Governmental Authority pending or, to the knowledge
of the Borrower, threatened against or affecting the Borrower or any of the
Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination and that if adversely determined would be materially likely,
individually or in the aggregate, to result in a Material Adverse Change or (ii)
as of the Restatement Date, that involve the Credit Documents or the
Transactions.
(b) Except as set forth in the Disclosure Documents, and except with
respect to matters that, individually or in the aggregate, would not be
materially likely to result in a Material Adverse Change, neither the Borrower
nor any of the Subsidiaries
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(i) has failed to comply with any Environmental Law or to obtain, maintain or
comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability.
SECTION 3.06. Compliance with Laws and Agreements. The Borrower and
each of the Subsidiaries is in compliance with all laws, regulations and orders
of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to be in compliance, individually or in the aggregate,
would not be materially likely to result in a Material Adverse Change. No Event
of Default has occurred and is continuing.
SECTION 3.07. Investment Company Status. Neither the Borrower nor any
of the Subsidiaries is an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940, as amended.
SECTION 3.08. ERISA and Canadian Pension Plans. (a) Except as
disclosed in the Disclosure Documents, no ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other ERISA
Events that have occurred or are reasonably expected to occur, would be
materially likely to result in a Material Adverse Change.
(b) Except as would not be materially likely to result in a Material
Adverse Change, (i) the Canadian Pension Plans are duly registered under the
Income Tax Act (Canada) and all other applicable laws which require registration
and no event has occurred which is reasonably likely to cause the loss of such
registered status; (ii) all material obligations of each Credit Party (including
fiduciary, funding, investment and administration obligations) required to be
performed in connection with the Canadian Pension Plans and the funding
agreements therefor have been performed in a timely fashion; (iii) to the
knowledge of the Credit Parties there have been no improper withdrawals of the
assets of the Canadian Pension Plans or the Canadian Benefit Plans; (iv) there
are no outstanding material disputes concerning the assets of the Canadian
Pension Plans or the Canadian Benefit Plans; and (v) each of the Canadian
Pension Plans is being funded in accordance with the actuarial valuation reports
last filed with the applicable Governmental Authorities and which are consistent
with generally accepted actuarial principles.
SECTION 3.09. Disclosure. None of the reports, financial statements,
certificates or other written information referred to in Section 3.04 or
delivered after the date hereof by or on behalf of any Credit Party to the
Administrative Agent, the Collateral Agent or any Lender pursuant to Section
5.01 (taken together with all other information so furnished and as modified or
supplemented by other information so furnished) contained or will contain, in
each case as of the date delivered, any material misstatement of fact or omitted
or will omit to state, in each case as of the date delivered, any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, with respect
59
to projected financial information or other forward looking information, the
Borrower represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time.
SECTION 3.10. Security Interests. (a) Each of the Guarantee and
Collateral Agreement, the Reaffirmation Agreement and the Canadian Security
Agreements is or, when executed and delivered, will be, effective to create or
continue in favor of the Collateral Agent for the benefit of the Secured Parties
a valid and enforceable security interest in the Collateral, to the extent
contemplated by the Guarantee and Collateral Agreement, the Reaffirmation
Agreement or the Canadian Security Agreements, as the case may be, and (i) when
the Collateral constituting certificated securities (as defined in the
applicable Uniform Commercial Code) was or is delivered to the Collateral Agent
(or its sub-agent for perfection) thereunder, together with instruments of
transfer duly endorsed in blank, the Guarantee and Collateral Agreement created
or will create, to the extent contemplated by the Guarantee and Collateral
Agreement, a perfected security interest in all right, title and interest of the
Grantors in such certificated securities to the extent perfection is governed by
the applicable Uniform Commercial Code as in effect in any applicable
jurisdiction, subject to no other Lien other than Liens permitted under Section
6.06 that take priority over security interests in certificated securities
perfected by the possession of such securities under the Uniform Commercial Code
as in effect in the applicable jurisdiction, and (ii) when financing statements
in appropriate form were or are filed, and any other applicable registrations
were or are made, in the offices specified in the Restatement Date Perfection
Certificate, the Guarantee and Collateral Agreement, the Reaffirmation Agreement
and the Canadian Security Agreements created or will create or continue a
perfected security interest (or hypothec, as applicable) in all right, title and
interest of the Grantors in the remaining Collateral to the extent perfection
can be obtained by filing Uniform Commercial Code financing statements and
making such other applicable filings and registrations in such jurisdictions,
subject to no other Lien other than Liens permitted under Section 6.06. The
exclusion of the Consent Assets (as defined in the Guarantee and Collateral
Agreement) from the Collateral does not materially reduce the aggregate value of
the Collateral.
(b) Each Mortgage creates or, upon execution and delivery by the
parties thereto, will create in favor of the Collateral Agent, for the benefit
of the Secured Parties, a legal, valid and enforceable Lien on all the
applicable mortgagor's right, title and interest in and to the Mortgaged
Properties subject thereto and the proceeds thereof, and the Mortgages create
or, when the Mortgages have been filed or registered in the counties specified
in Schedule 3.10(b), will create perfected Liens on all right, title and
interest of the mortgagors in the Mortgaged Properties and the proceeds thereof,
prior and superior in right to Liens in favor of any other Person (other than as
provided in the Lenders Lien Subordination and Intercreditor Agreement and other
than Liens or other encumbrances for which exceptions are taken in the policies
of title insurance delivered in respect of the Mortgaged Properties on or prior
to the Restatement Date and Liens permitted under Section 6.06).
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(c) The Guarantee and Collateral Agreement currently on file with the
United States Patent and Trademark Office and the Canadian Security Agreements
currently on file with the Canadian Intellectual Property Office, create in
favor of the Collateral Agent, for the benefit of the Secured Parties, a
perfected Lien on all right, title and interest of the Grantors in the Material
Intellectual Property in which a security interest may be perfected by such
recordation in the United States Patent and Trademark Office or the Canadian
Intellectual Property Office, as the case may be, in each case (i) prior and
superior in right to any other Person and (ii) subject to no other Lien other
than, in the case of (i) and (ii), as provided in the Lenders Lien Subordination
and Intercreditor Agreement and other than Liens permitted under Section 6.06
(it being understood that subsequent recordings in the United States Patent and
Trademark Office or the Canadian Intellectual Property Office, as the case may
be, may be necessary to perfect a Lien on registered trademarks and trademark
applications acquired by the Grantors after the Restatement Date). As of the
Restatement Date, Schedule 3.10(c) sets forth all the Material Intellectual
Property.
(d) The Guarantee and Collateral Agreement currently on file with the
Federal Aviation Administration creates in favor of the Collateral Agent, for
the benefit of the Secured Parties, a perfected Lien on all right, title and
interest of the Grantors in the Aircraft Collateral (as defined in the Guarantee
and Collateral Agreement) in which a security interest may be perfected by such
recordation with the Federal Aviation Administration, in each case, other than
as provided in the Lenders Lien Subordination and Intercreditor Agreement, prior
and superior in right to any other Person, subject to no other Lien other than
Liens permitted under Section 6.06.
(e) None of the Restatement Date Perfection Certificate or any other
written information relating to the Collateral delivered after the date hereof
by or on behalf of any Credit Party to the Administrative Agent, the Collateral
Agent or any Lender pursuant to any provision of any Credit Document is or will
be incorrect when delivered in any respect material to the rights or interests
of the Lenders under the Credit Documents.
SECTION 3.11. Use of Proceeds. The proceeds of the Loans will be used
only for the purposes referred to in the preamble to this Agreement. No part of
the proceeds of any Loan will be used, whether directly or indirectly, for any
purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X.
ARTICLE IV
Conditions
SECTION 4.01. Restatement Date. This Agreement shall not become
effective until the date on which each of the following conditions is satisfied
(or waived or deferred in accordance with Section 9.02 or the penultimate
paragraph of this Section 4.01):
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(a) The Administrative Agent (or its counsel) shall have received from
the Borrower, the Administrative Agent and each Lender either (i) counterparts
of this Agreement signed on behalf of each such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of this Agreement) that each such party
has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received favorable written
opinions (addressed to the Administrative Agent and the Lenders and dated the
Restatement Date) of (i) Covington & Burling LLP, counsel for the Borrower,
substantially in the form of Exhibit E-1, and (ii) the General Counsel, the
Associate General Counsel or an Assistant General Counsel of the Borrower,
substantially in the form of Exhibit E-2, and covering such other matters
relating to the Credit Parties, the Credit Documents or the Transactions as the
Administrative Agent or the Majority Lenders shall reasonably request.
(c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of each Credit Party,
the authorization by the Credit Parties of the Transactions and any other legal
matters relating to the Borrower, the other Credit Parties, the Credit Documents
or the Transactions, all in form and substance reasonably satisfactory to the
Administrative Agent and its counsel.
(d) The Obligations shall have been designated by the Borrower as, and
shall be, "Designated Senior Obligations" under the Lien Subordination and
Intercreditor Agreement.
(e) The amendment and restatement of the First Lien Agreement shall
have become effective or shall concurrently become effective in substantially
the form thereof most recently posted to IntraLinks prior to the date hereof
with only such changes thereto as shall not be adverse to the Lenders in any
material respect and shall have been approved by the Administrative Agent. All
conditions to the effectiveness of the amendment and restatement of the First
Lien Agreement shall have been satisfied. The Collateral Agent and the
collateral agent under the First Lien Agreement shall have reaffirmed
application the Lenders Lien Subordination and Intercreditor Agreement in
respect of the Obligations and the obligations under the amended and restated
First Lien Agreement.
(f) The representations and warranties set forth in Article III and in
the other Credit Documents (insofar as the representations and warranties in
such other Credit Documents relate to the transactions provided for herein or to
the Collateral securing the Obligations) shall be true and correct in all
material respects on the Restatement Date and the Administrative Agent shall
have received a certificate signed by a Financial Officer to the effect that the
representations and warranties set forth in Article III shall be true and
correct in all material respects on the Restatement Date.
(g) The Borrower and the other Credit Parties shall be in compliance
with all the terms and provisions set forth herein and in the other Credit
Documents in all
62
material respects on their part to be observed or performed, and at the time of
and immediately after the Restatement Date, no Default shall have occurred and
be continuing, and the Administrative Agent shall have received a certificate
signed by a Financial Officer to that effect.
(h) The Administrative Agent shall have received all fees and other
amounts due and payable or accrued on or prior to the Restatement Date hereunder
or under the Existing Credit Agreement, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be reimbursed
or paid by the Borrower hereunder.
(i) The Administrative Agent shall have received (i) a completed
Restatement Date Perfection Certificate dated the Restatement Date and signed by
a Financial Officer, together with all attachments contemplated thereby, and
(ii) the results of a search of the Uniform Commercial Code (or equivalent)
filings or registrations made with respect to the Credit Parties in the
jurisdictions referred to in paragraph 1 of the Restatement Date Perfection
Certificate and copies of the financing statements (or similar documents)
disclosed by such search.
(j) The Administrative Agent shall have received from the Borrower and
each Domestic Subsidiary (other than the Excluded Subsidiaries and the Consent
Subsidiaries) a counterpart of the Reaffirmation Agreement duly executed and
delivered on behalf of the Borrower or such Subsidiary as a Guarantor and (in
the case of each Subsidiary that is a Grantor under the Guarantee and Collateral
Agreement or a Canadian Grantor under any Canadian Security Agreement) a
Grantor.
(k) The Collateral Agent (or its sub-agent for perfection) shall have
received certificates representing all Capital Stock (other than any
uncertificated Capital Stock) pledged pursuant to the Guarantee and Collateral
Agreement, together with undated stock powers or other instruments of transfer
with respect thereto endorsed in blank.
(l) All Uniform Commercial Code financing statements or other personal
property security filings and recordations with the United States Patent and
Trademark Office, the Canadian Intellectual Property Office and the Federal
Aviation Administration required by law or reasonably requested by the
Collateral Agent to be filed or recorded to perfect or continue the Liens
intended to be created on the Collateral (to the extent such Liens may be
perfected or continued by filings under the Uniform Commercial Code as in effect
in any applicable jurisdiction or by filings or registrations under applicable
Canadian personal property security legislation or by filings with the United
States Patent and Trademark Office or the Federal Aviation Administration) shall
have been filed or recorded or delivered to the Collateral Agent for filing or
recording.
(m) The Collateral Agent shall have received (i) counterparts of an
amended and restated Mortgage with respect to each Mortgaged Property, duly
executed and delivered by the record owner of such Mortgaged Property, (ii)
endorsements issued by the applicable nationally recognized title insurance
company to each applicable policy
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of title insurance insuring the Lien of each such Mortgage as amended and
restated as a valid first Lien on the Mortgaged Property described therein, free
of any other Liens (other than Liens referred to in such policies of title
insurance and acceptable to the Administrative Agent and Liens permitted by
Section 6.06), together with such other endorsements as the Collateral Agent or
the Majority Lenders may reasonably request, and (iii) such legal opinions and
other documents as shall reasonably have been requested by the Collateral Agent
with respect to any such amended and restated Mortgage or Mortgaged Property.
(n) The Administrative Agent shall have received from each "Deposit
Account Institution" that is required to be party to a "Lockbox Agreement" (as
such terms are defined in the Guarantee and Collateral Agreement) evidence that
such agreement has been duly executed by all requisite parties and has become
effective.
The Collateral Agent may enter into agreements with the Borrower to
grant extensions of time for the perfection of security interests in or the
delivery of surveys, title insurance, legal opinions or other documents with
respect to particular assets where it determines that perfection cannot be
accomplished or such documents cannot be delivered without undue effort or
expense by the Restatement Date or any later date on which they are required to
be accomplished or delivered under this Agreement or the Security Documents. Any
failure of the Borrower to satisfy a requirement of any such agreement by the
date specified therein (or any later date to which the Collateral Agent may
agree) shall constitute a breach of the provision of this Agreement or the
Security Document under which the original requirement was applicable. Without
limiting the foregoing, it is anticipated that the actions listed on Schedule
4.01 will not have been completed by the Restatement Date, and the Borrower
covenants and agrees that each of such actions will be completed by the date
specified for such action in such Schedule 4.01 (or any later date to which the
Collateral Agent may agree) and that the Borrower will comply with all of the
undertakings set forth in Schedule 4.01.
The Administrative Agent shall notify the Borrower and the Lenders of
the Restatement Date in writing, and such notice shall be conclusive and
binding. Notwithstanding the foregoing, the obligations of the Lenders to
purchase Loans hereunder shall not become effective unless each of the foregoing
conditions shall have been satisfied (or waived pursuant to Section 9.02) at or
prior to 5:00 p.m., New York City time, on April 30, 2007 (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).
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ARTICLE V
Affirmative Covenants
Until the Commitments shall have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Borrower covenants and agrees with the Administrative
Agent and the Lenders that:
SECTION 5.01. Financial Statements and Other Information. The Borrower
will furnish to the Administrative Agent and each Lender:
(a) as soon as available and in any event within 110 days after the
end of each fiscal year of the Borrower, its audited consolidated balance
sheet and related statements of income, stockholders' equity and cash flows
as of the end of and for such year, setting forth in each case in
comparative form the figures for the previous fiscal year, all reported on
by PricewaterhouseCoopers or other independent public accountants of
recognized national standing (without any qualification or exception as to
the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition
and results of operations of the Borrower and its Consolidated Subsidiaries
in accordance with GAAP consistently applied;
(b) as soon as available and in any event within 60 days after the end
of each of the first three fiscal quarters of each fiscal year of the
Borrower, its consolidated balance sheet and related statements of income,
stockholders' equity and cash flows as of the end of and for such fiscal
quarter and the then elapsed portion of the fiscal year, setting forth in
each case in comparative form the figures for the corresponding period or
periods of (or, in the case of the balance sheet, as of the end of) the
previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and
results of operations of the Borrower and its Consolidated Subsidiaries in
accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes;
(c) other than in connection with the delivery of financial statements
for the fiscal period ended March 31, 2007, not later than one Business Day
after each delivery of financial statements under clause (a) or (b) above,
a certificate of a Financial Officer (i) certifying as to whether a Default
has occurred and, if a Default has occurred, specifying the details thereof
and any action taken or proposed to be taken with respect thereto, and (ii)
stating whether any change in GAAP or in the application thereof has
occurred since the date of the most recent audited financial statements
delivered under clause (a) above (or, prior to the delivery of any such
financial statements, since December 31, 2006) and, if any such change has
occurred, specifying the effect of such change on the financial statements
accompanying such certificate;
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(d) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by
the Borrower or any Subsidiary with the SEC, or any Governmental Authority
succeeding to any or all of the functions of the SEC, or with any national
securities exchange, or distributed by the Borrower to its shareholders
generally, as the case may be;
(e) other than in connection with the delivery of financial statements
for the fiscal period ended March 31, 2007, not later than one Business Day
after each delivery of financial statements under clause (a) or (b) above,
and at such other times as the Borrower may determine, a certificate of a
Financial Officer identifying each Domestic Subsidiary formed or acquired
after the Restatement Date and not previously identified in a certificate
delivered pursuant to this paragraph, stating whether each such Domestic
Subsidiary is a Consent Subsidiary and describing the factors that shall
have led to the identification of any such Domestic Subsidiary as a Consent
Subsidiary;
(f) from time to time, all information and documentation required to
be delivered under Section 4.04 of the Guarantee and Collateral Agreement;
(g) other than in connection with the delivery of financial statements
for the fiscal period ended March 31, 2007, not later than one Business Day
after each delivery of financial statements under clause (a) or (b) above,
a certificate of a Financial Officer of the Borrower certifying that the
requirements of Section 5.08 have been satisfied in all material respects;
and
(h) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Borrower or any Subsidiary, or compliance with the terms of this Agreement
or the other Credit Documents, or the perfection of the security interests
created by the Security Documents, as the Administrative Agent or any
Lender may reasonably request.
Information required to be delivered pursuant to this Section 5.01
shall be deemed to have been delivered if such information, or one or more
annual or quarterly reports containing such information, shall have been posted
by the Administrative Agent on an IntraLinks or similar site to which the
Lenders have been granted access or shall be available on the website of the SEC
at http://www.sec.gov; provided that the Borrower shall deliver paper copies of
such information to any Lender that requests such delivery. Information required
to be delivered pursuant to this Section 5.01 may also be delivered by
electronic communications pursuant to procedures approved by the Administrative
Agent.
SECTION 5.02. Notices of Defaults. The Borrower will furnish to the
Administrative Agent and each Lender prompt written notice of the occurrence of
any Default, together with a statement of a Financial Officer or other executive
officer of the
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Borrower setting forth the details of the event or development requiring such
notice and any action taken or proposed to be taken with respect thereto.
SECTION 5.03. Existence; Conduct of Business. The Borrower will, and
will cause each of the Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business, except to the extent that failures to keep in
effect such rights, licenses, permits, privileges and franchises would not be
materially likely, individually or in the aggregate for all such failures, to
result in a Material Adverse Change; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.08.
SECTION 5.04. Maintenance of Properties. The Borrower will, and will
cause each of the Subsidiaries to, keep and maintain all its property in good
working order and condition, ordinary wear and tear excepted, except to the
extent any failure to do so would not, individually or in the aggregate, be
materially likely to result in a Material Adverse Change (it being understood
that the foregoing shall not prohibit any sale of any assets permitted by
Section 6.04).
SECTION 5.05. Books and Records; Inspection and Audit Rights. The
Borrower will, and will cause each of the Subsidiaries to, keep books of record
and account sufficient to enable the Borrower to prepare the financial
statements and other information required to be delivered under Section 5.01.
The Borrower will, and will cause each of the Subsidiaries to, permit any
representatives designated by the Administrative Agent (or by any Lender acting
through the Administrative Agent), upon reasonable prior notice, to visit and
inspect its properties (accompanied by a representative of the Borrower) and to
discuss its affairs, finances and condition with its officers, all at such
reasonable times and as often as reasonably requested.
SECTION 5.06. Compliance with Laws. The Borrower will, and will cause
each of the Subsidiaries to, comply with all laws, including Environmental Laws,
rules, regulations and orders of any Governmental Authority applicable to it or
its property, except where the failure to do so, individually or in the
aggregate, would not be materially likely to result in a Material Adverse
Change.
SECTION 5.07. Insurance. The Borrower will, and will cause each of the
Subsidiaries to, maintain, with financially sound and reputable insurance
companies, insurance in such amounts and against such risks as are customary
among companies of established reputation engaged in the same or similar
businesses and operating in the same or similar locations, except to the extent
the failure to do so would not be materially likely to result in a Material
Adverse Change. The Borrower will furnish to the Administrative Agent or any
Lender, upon request, information in reasonable detail as to the insurance so
maintained.
SECTION 5.08. Guarantees and Collateral. (a) In the event that there
shall at any time exist any North American Subsidiary (other than an Excluded
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Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and
Collateral Agreement or the Canadian Security Agreements, as the case may be,
the Borrower will promptly notify the Collateral Agent (including in such notice
the information that would have been required to be set forth with respect to
such Subsidiary in the Restatement Date Perfection Certificate if such
Subsidiary had been one of the Grantors listed therein) and will, within 30 days
(or such longer period as may be reasonable under the circumstances) after such
notification, deliver to the Collateral Agent a supplement to the Guarantee and
Collateral Agreement or the Canadian Security Agreements, as the case may be, in
substantially the form specified therein, duly executed and delivered on behalf
of such North American Subsidiary, pursuant to which such North American
Subsidiary will become a party to the Guarantee and Collateral Agreement and a
Subsidiary Guarantor and, if it elects to become a Grantor or if its Total
Assets are greater than $10,000,000 as of December 31, 2006, or if later, as of
the end of the most recent fiscal quarter for which financial statements have
been delivered pursuant to Section 5.01(a) or (b), a Grantor, in each case as
defined in the Guarantee and Collateral Agreement.
(b) In the event that the Borrower or any other Grantor shall at any
time directly own any Capital Stock of any Subsidiary (other than (i) Capital
Stock in any Subsidiary with Total Assets not greater than $10,000,000 as of
December 31, 2006, or if later, as of the end of the most recent fiscal quarter
for which financial statements have been delivered pursuant to Section 5.01(a)
or (b), (ii) Capital Stock in any Excluded Subsidiary or Consent Subsidiary and
(iii) Capital Stock already pledged in accordance with this paragraph or Section
4.01(k)), the Borrower will promptly notify the Collateral Agent and will,
within 30 days (or such longer period as may be reasonable under the
circumstances) after such notification, cause such Capital Stock to be pledged
under the Guarantee and Collateral Agreement and cause to be delivered to the
Collateral Agent (or its sub-agent for perfection) any certificates representing
such Capital Stock, together with undated stock powers or other instruments of
transfer with respect thereto endorsed in blank; provided, that (A) no Grantor
shall be required to pledge more than 65% of outstanding voting Capital Stock of
any Foreign Subsidiary and (B) no Grantor shall be required to pledge any
Capital Stock in any Foreign Subsidiary if a Financial Officer shall have
delivered a certificate to the Administrative Agent certifying that the Borrower
has determined, on the basis of reasonable inquiries in the jurisdiction of such
Person, that such pledge would affect materially and adversely the ability of
such Person to conduct its business in such jurisdiction.
(c) In the event that the Borrower or any other Grantor shall at any
time directly own any Capital Stock of any Material Foreign Subsidiary (other
than Capital Stock already pledged in accordance with this paragraph and Capital
Stock in any Consent Subsidiary), the Borrower will promptly notify the
Collateral Agent and will take all such actions as the Collateral Agent shall
reasonably request and as shall be available under applicable law to cause such
Capital Stock to be pledged under a Foreign Pledge Agreement and cause to be
delivered to the Collateral Agent any certificates representing such Capital
Stock, together with undated stock powers or other instruments of transfer with
respect thereto endorsed in blank; provided, that (A) no Grantor shall be
required to pledge more than 65% of outstanding voting Capital Stock of any
Foreign
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Subsidiary and (B) no Grantor shall be required to pledge any Capital Stock in
any Person if a Financial Officer shall have delivered a certificate to the
Administrative Agent certifying that the Borrower has determined, on the basis
of reasonable inquiries in the jurisdiction of such Person, that such pledge
would affect materially and adversely the ability of such Person to conduct its
business in such jurisdiction.
(d) In the event that the Borrower or any other Grantor shall at any
time own any Material Intellectual Property (other than Material Intellectual
Property as to which the actions required by this paragraph have already been
taken), the Borrower will promptly notify the Collateral Agent and will file all
Uniform Commercial Code financing statements or other applicable personal
property security law filings and recordations with the Patent and Trademark
Office or the Canadian Intellectual Property Office as shall be required by law
or reasonably requested by the Collateral Agent to be filed or recorded to
perfect the Liens intended to be created on the Collateral (to the extent such
Liens may be perfected by filings under the Uniform Commercial Code or other
personal property security legislation as in effect in any applicable
jurisdiction or by filings with the United States Patent and Trademark Office or
the Canadian Intellectual Property Office); provided, that if the consents of
Persons other than the Borrower and the Wholly Owned Subsidiaries would be
required under applicable law or the terms of any agreement in order for a
security interest to be created in any Material Intellectual Property under the
Guarantee and Collateral Agreement or the Canadian Security Agreements, as the
case may be, a security interest shall not be required to be created in such
Material Intellectual Property prior to the obtaining of such consents. The
Borrower will endeavor in good faith to obtain any consents required to permit
any security interest in Material Intellectual Property to be created under the
Guarantee and Collateral Agreement or the Canadian Security Agreements, as the
case may be.
(e) The Borrower will, and will cause each Subsidiary to, execute any
and all further documents, financing statements, agreements and instruments, and
take all such further actions, as may be reasonably requested by the Collateral
Agent in order to cause the security interests purported to be created by the
Security Documents or required to be created under the terms of this Agreement
to constitute valid security interests, perfected in accordance with this
Agreement.
ARTICLE VI
Negative Covenants
Until the Commitments shall have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Borrower covenants and agrees with the Administrative
Agent and the Lenders that:
SECTION 6.01. Limitation on Indebtedness. (a) The Borrower shall not,
and shall not permit any Restricted Subsidiary to, Incur, directly or
indirectly, any Indebtedness; provided, however, that the Borrower or any
Subsidiary Guarantor may Incur Indebtedness if on the date of such Incurrence
and after giving effect thereto and
69
the application of the proceeds therefrom the Consolidated Coverage Ratio would
be greater than 2.0:1.0.
(b) Notwithstanding the foregoing paragraph (a), the Borrower and its
Restricted Subsidiaries may Incur the following Indebtedness:
(1) (x) U.S. Bank Indebtedness in an aggregate principal amount
not to exceed the greater of (A) $3,000,000,000, less the aggregate
amount of all prepayments of principal applied to permanently reduce
any such Indebtedness in satisfaction of the Borrower's obligations
under Section 6.04, and (B) the sum of (i) 60% of the book value of
the inventory of the Borrower and its Restricted Subsidiaries plus
(ii) 80% of the book value of the accounts receivable of the Borrower
and its Restricted Subsidiaries (other than any accounts receivable
pledged, sold or otherwise transferred or encumbered by the Borrower
or any Restricted Subsidiary in connection with a Qualified
Receivables Transaction), in each case, as of the end of the most
recent fiscal quarter for which financial statements have been filed
with the SEC; provided that the aggregate amount of First Lien
Indebtedness at any time outstanding shall not exceed the sum of (I)
$2,500,000,000, (II) the aggregate amount of prepayments of Loans made
pursuant to Section 2.07, and (III) the aggregate amount of offers to
prepay Loans made pursuant to Section 2.07(b) in connection with the
disclosure of a proposed Incurrence of First Lien Indebtedness in
excess of $2,500,000,000, and (y) European Bank Indebtedness in an
aggregate principal amount not to exceed E525,000,000; provided,
however, that the amount of Indebtedness that may be Incurred pursuant
to this clause (1) shall be reduced by any amount of Indebtedness
Incurred and then outstanding pursuant to the election provision of
clause (10)(A)(ii) below;
(2) Indebtedness of the Borrower owed to and held by any
Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed
to and held by the Borrower or any Restricted Subsidiary; provided,
however, that any subsequent event that results in any such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any subsequent
transfer of any such Indebtedness (except to the Borrower or a
Restricted Subsidiary) shall be deemed, in each case, to constitute
the Incurrence of such Indebtedness by the issuer thereof;
(3) Indebtedness (A) outstanding on the Restatement Date (other
than the Indebtedness described in clauses (1) and (2) above and
clause (12) below), and (B) consisting of Refinancing Indebtedness
Incurred in respect of any Indebtedness described in this clause (3)
(including Indebtedness that is Refinancing Indebtedness) or the
foregoing paragraph (a);
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(4) (A) Indebtedness of a Restricted Subsidiary Incurred and
outstanding on or prior to the date on which such Restricted
Subsidiary was acquired by the Borrower or a Restricted Subsidiary
(other than Indebtedness Incurred in contemplation of, in connection
with, as consideration in, or to provide all or any portion of the
funds or credit support utilized to consummate, the transaction or
series of related transactions pursuant to which such Restricted
Subsidiary became a Subsidiary of or was otherwise acquired by the
Borrower); provided, however, that on the date that such Restricted
Subsidiary is acquired by the Borrower, (i) the Borrower would have
been able to Incur $1.00 of additional Indebtedness pursuant to the
foregoing paragraph (a) after giving effect to the Incurrence of such
Indebtedness pursuant to this clause (4) or (ii) the Consolidated
Coverage Ratio immediately after giving effect to such Incurrence and
acquisition would be greater than such ratio immediately prior to such
transaction and (B) Refinancing Indebtedness Incurred by a Restricted
Subsidiary in respect of Indebtedness Incurred by such Restricted
Subsidiary pursuant to this clause (4);
(5) Indebtedness (A) in respect of performance bonds, bankers'
acceptances, letters of credit and surety or appeal bonds entered into
by the Borrower or any Restricted Subsidiary in the ordinary course of
business, and (B) Hedging Obligations entered into in the ordinary
course of business to hedge risks with respect to the Borrower's or a
Restricted Subsidiary's interest rate, currency or raw materials
pricing exposure and not entered into for speculative purposes;
(6) Purchase Money Indebtedness, Capitalized Lease Obligations
and Attributable Debt and Refinancing Indebtedness in respect thereof
in an aggregate principal amount on the date of Incurrence that, when
added to all other Indebtedness Incurred pursuant to this clause (6)
and then outstanding, will not exceed the greater of (A) $600,000,000
and (B) 5.0% of Consolidated assets of the Borrower as of the end of
the most recent fiscal quarter for which financial statements have
been filed with the SEC;
(7) Indebtedness Incurred by a Receivables Entity in a Qualified
Receivables Transaction;
(8) Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument drawn
against insufficient funds in the ordinary course of business;
provided, however, that such Indebtedness is extinguished within five
Business Days of a Financial Officer's becoming aware of its
Incurrence;
(9) any Guarantee by the Borrower or a Restricted Subsidiary of
Indebtedness or other obligations of the Borrower or any of its
Restricted Subsidiaries so long as the Incurrence of such Indebtedness
or other
71
obligations by the Borrower or such Restricted Subsidiary is permitted
under the terms of this Agreement (other than Indebtedness Incurred
pursuant to clause (4) above);
(10) (A) Indebtedness of Foreign Restricted Subsidiaries in an
aggregate principal amount that, when added to all other Indebtedness
Incurred pursuant to this clause (10)(A) and then outstanding, will
not exceed (i) $900,000,000 plus (ii) any amount then permitted to be
Incurred pursuant to clause (1) above that the Borrower instead elects
to Incur pursuant to this clause (10)(A);
(B) Indebtedness of EEMEA Subsidiaries in an aggregate
principal amount not to exceed $500,000,000; and
(C) Indebtedness of Foreign Restricted Subsidiaries Incurred
in connection with a Qualified Receivables Transaction in an
amount not to exceed E350,000,000 at any one time
outstanding;
(11) Indebtedness constituting unsecured Indebtedness or Secured
Indebtedness in an amount not to exceed $850,000,000 and Refinancing
Indebtedness in respect thereof; provided that any such Secured
Indebtedness may be secured solely with assets that do not constitute
Collateral;
(12) Senior Subordinated-Lien Indebtedness and the related
Guarantees by Subsidiaries of the Borrower and Refinancing
Indebtedness in respect thereof; and
(13) Indebtedness of the Borrower and the Restricted Subsidiaries
in an aggregate principal amount on the date of Incurrence that, when
added to all other Indebtedness Incurred pursuant to this clause (13)
and then outstanding, will not exceed $150,000,000.
(c) For purposes of determining the outstanding principal amount of
any particular Indebtedness Incurred pursuant to this Section 6.01:
(1) Outstanding Indebtedness Incurred pursuant to this Agreement,
the First Lien Agreement or the European Facilities Agreement prior to
or on the Restatement Date shall be deemed to have been Incurred
pursuant to clause (1) of paragraph (b) above;
(2) Indebtedness permitted by this Section 6.01 need not be
permitted solely by reference to one provision permitting such
Indebtedness but may be permitted in part by one such provision and in
part by one or more other provisions of this covenant permitting such
Indebtedness; and
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(3) in the event that Indebtedness meets the criteria of more
than one of the types of Indebtedness described in this Section 6.01,
the Borrower, in its sole discretion, shall classify such Indebtedness
(or any portion thereof) as of the time of Incurrence and will only be
required to include the amount of such Indebtedness in one of such
clauses (provided that any Indebtedness originally classified as
Incurred pursuant to Sections 6.01(b)(2) through (b)(13) may later be
reclassified as having been Incurred pursuant to Section 6.01(a) or
any other of Sections 6.01(b)(2) through (b)(13) to the extent that
such reclassified Indebtedness could be Incurred pursuant to Section
6.01(a) or one of Sections 6.01(b)(2) through (b)(13), as the case may
be, if it were Incurred at the time of such reclassification).
(d) For purposes of determining compliance as of any date with any
dollar or Euro denominated restriction on the Incurrence of Indebtedness where
the Indebtedness Incurred is denominated in a different currency, the amount of
such Indebtedness will be the U.S. Dollar Equivalent or Euro Equivalent, as the
case may be, determined on the date of the Incurrence of such Indebtedness;
provided, however, that if any such Indebtedness denominated in a different
currency is subject to a Currency Agreement with respect to dollars or Euros, as
the case may be, covering all principal, premium, if any, and interest payable
on such Indebtedness, the amount of such Indebtedness expressed in dollars or
Euros will be as provided in such Currency Agreement. The principal amount of
any Refinancing Indebtedness Incurred in the same currency as the Indebtedness
being Refinanced will be the U.S. Dollar Equivalent or Euro Equivalent, as
appropriate, of the Indebtedness Refinanced determined on the date of the
Incurrence of such Indebtedness, except to the extent that (i) such U.S. Dollar
Equivalent or Euro Equivalent was determined based on a Currency Agreement, in
which case the Refinancing Indebtedness will be determined in accordance with
the immediately preceding sentence, and (ii) the principal amount of the
Refinancing Indebtedness exceeds the principal amount of the Indebtedness being
Refinanced, in which case the U.S. Dollar Equivalent or Euro Equivalent, as
appropriate, of such excess will be determined on the date such Refinancing
Indebtedness is Incurred.
SECTION 6.02. Limitation on Restricted Payments. (a) The Borrower
shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to make any Restricted Payment if at the time the Borrower or such
Restricted Subsidiary makes any Restricted Payment:
(1) a Default will have occurred and be continuing (or would
result therefrom);
(2) the Borrower could not Incur at least $1.00 of additional
Indebtedness under Section 6.01(a); or
(3) the aggregate amount of such Restricted Payment and all other
Restricted Payments (the amount so expended, if other than in cash, to
be determined in good faith by a Financial Officer of the Borrower,
whose
73
determination will be conclusive; provided, however, that with respect
to any noncash Restricted Payment in excess of $25,000,000, the amount
so expended shall be determined in accordance with the provisions of
the definition of Fair Market Value) declared or made subsequent to
the Reference Date would exceed the sum, without duplication, of:
(i) 50% of the Consolidated Net Income accrued during the
period (treated as one accounting period) from the beginning of
the fiscal quarter immediately following the fiscal quarter
during which the Reference Date occurs to the end of the most
recent fiscal quarter for which financial statements have been
filed with the SEC prior to the date of such Restricted Payment
(or, in case such Consolidated Net Income will be a deficit,
minus 100% of such deficit);
(ii) 100% of the aggregate Net Cash Proceeds received by the
Borrower from the issuance or sale of its Capital Stock (other
than Disqualified Stock) subsequent to the Reference Date (other
than an issuance or sale to a Subsidiary of the Borrower and
other than an issuance or sale to an employee stock ownership
plan or to a trust established by the Borrower or any of its
Subsidiaries for the benefit of their employees) and 100% of any
cash capital contribution received by the Borrower from its
shareholders subsequent to the Reference Date;
(iii) the amount by which Indebtedness of the Borrower or
its Restricted Subsidiaries is reduced on the Borrower's
Consolidated balance sheet upon the conversion or exchange (other
than by a Subsidiary of the Borrower) subsequent to the Reference
Date of any Indebtedness of the Borrower or its Restricted
Subsidiaries issued after the Reference Date which is convertible
or exchangeable for capital stock (other than Disqualified Stock)
of the Borrower (less the amount of any cash or the Fair Market
Value of other property distributed by the Borrower or any
Restricted Subsidiary upon such conversion or exchange); and
(iv) an amount equal to the sum of (x) the net reduction in
the Investments (other than Permitted Investments) made by the
Borrower or any Restricted Subsidiary in any Person resulting
from repurchases, repayments or redemptions of such Investments
by such Person, proceeds realized on the sale of such Investments
and proceeds representing the return of capital (excluding
dividends and distributions), in each case realized by the
Borrower or any Restricted Subsidiary, and (y) to the extent such
Person is an Unrestricted Subsidiary, the portion (proportionate
to the Borrower's Capital Stock in such Subsidiary) of the fair
market value of the net assets of such Unrestricted Subsidiary at
the time
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such Unrestricted Subsidiary is designated a Restricted
Subsidiary; provided, however, that the foregoing sum shall not
exceed, in the case of any such Person or Unrestricted
Subsidiary, the amount of Investments (excluding Permitted
Investments) previously made (and treated as a Restricted
Payment) by the Borrower or any Restricted Subsidiary in such
Person or Unrestricted Subsidiary.
(b) The provisions of Section 6.02(a) shall not prohibit:
(1) any Restricted Payment made out of the Net Cash Proceeds of
the substantially concurrent sale of, or made by exchange for, Capital
Stock of the Borrower (other than Disqualified Stock and other than
Capital Stock issued or sold to a Subsidiary of the Borrower or an
employee stock ownership plan or to a trust established by the
Borrower or any of its Subsidiaries for the benefit of their employees
to the extent such sale to such an employee stock ownership plan or
trust is financed by loans from or guaranteed by the Borrower or any
Restricted Subsidiary unless such loans have been repaid with cash on
or prior to the date of determination) or a substantially concurrent
cash capital contribution received by the Borrower from its
shareholders; provided, however, that:
(A) such Restricted Payment shall be excluded in the
calculation of the amount of Restricted Payments under Section
6.02(a)(3), and
(B) the Net Cash Proceeds from such sale applied in the
manner set forth in Section 6.02(b)(1) shall be excluded from the
calculation of amounts under Section 6.02(a)(3)(ii);
(2) any prepayment, repayment or Purchase for value of
Subordinated Obligations that are made by exchange for, or out of the
proceeds of the sale of, other Subordinated Obligations (which (x)
satisfy each of clauses (4) and (5) of the definition of Refinancing
Indebtedness in respect of the Subordinated Obligations being prepaid,
repaid or Purchased and (y) may include Indebtedness Incurred under
Section 6.01(a)) or the Net Cash Proceeds of a sale of Capital Stock
of the Borrower; provided, in each case, that the public announcement
of the launch of such prepayment, repayment or Purchase for value is
made within three months of such sale of Subordinated Obligations or
Capital Stock; provided, however, that each such prepayment, repayment
or Purchase for value under this paragraph (2) shall be excluded in
the calculation of the amount of Restricted Payments under Section
6.02(a)(3);
(3) dividends paid within 60 days after the date of declaration
thereof if at such date of declaration such dividends would have
complied with this covenant; provided, however, that such dividends
shall be
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included in the calculation of the amount of Restricted Payments under
Section 6.02(a)(3);
(4) any Purchase for value of Capital Stock of the Borrower or
any of its Subsidiaries from employees, former employees, directors or
former directors of the Borrower or any of its Subsidiaries (or
permitted transferees of such employees, former employees, directors
or former directors), pursuant to the terms of agreements (including
employment agreements) or plans (or amendments thereto) approved by
the Board of Directors under which such individuals purchase or sell
or are granted the option to purchase or sell, shares of such Capital
Stock; provided, however, that the aggregate amount of such Purchases
for value will not exceed $10,000,000 in any calendar year; provided
further, however, that any of the $10,000,000 permitted to be applied
for Purchases under this Section 6.02(b)(4) in a calendar year (and
not so applied) may be carried forward for use in the following two
calendar years; provided further, however, that such Purchases for
value shall be excluded in the calculation of the amount of Restricted
Payments under Section 6.02(a)(3);
(5) so long as no Default has occurred and is continuing,
payments of dividends on Disqualified Stock issued after the Reference
Date pursuant to Section 6.01; provided, however, that such dividends
shall be included in the calculation of the amount of Restricted
Payments under Section 6.02(a)(3);
(6) repurchases of Capital Stock deemed to occur upon exercise of
stock options if such Capital Stock represents a portion of the
exercise price of such options; provided, however, that such
Restricted Payments shall be excluded in the calculation of the amount
of Restricted Payments under Section 6.02(a)(3);
(7) so long as no Default has occurred and is continuing, subject
to Section 6.04(c)(ii), any prepayment, repayment or Purchase for
value of Subordinated Obligations from Net Available Cash; provided,
however, that such prepayment, repayment or Purchase for value shall
be excluded in the calculation of the amount of Restricted Payments
under Section 6.02(a)(3);
(8) so long as no Default has occurred and is continuing, any
prepayment, repayment or Purchase for value of Subordinated
Obligations from Net Available Cash from (assuming for purposes of the
definition of Net Available Cash as used in this clause (8) that the
Specified Asset Sale was an Asset Disposition) from the Specified
Asset Sale set forth in clause (i) of the definition thereof within
180 days after the receipt of such proceeds; provided, however, that
such prepayment, repayment or Purchase for value shall be excluded in
the calculation of the amount of Restricted Payments under Section
6.02(a)(3);
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(9) so long as no Default has occurred and is continuing, any
prepayment, repayment or Purchase for value of any Indebtedness within
365 days of the Stated Maturity of such Indebtedness; provided,
however, that such prepayment, repayment or Purchase for value shall
be excluded in the calculation of the amount of Restricted Payments
under Section 6.02(a)(3);
(10) payments to holders of Capital Stock (or to the holders of
Indebtedness that is convertible into or exchangeable for Capital
Stock upon such conversion or exchange) in lieu of the issuance of
fractional shares; provided, however, that such payments shall be
excluded in the calculation of the amount of Restricted Payments under
Section 6.02(a)(3);
(11) so long as no Default has occurred and is continuing, any
prepayment, repayment or Purchase for value of Indebtedness under or
in respect of the Third Lien Agreement or the Borrower's 11% Senior
Secured Notes due 2011, Senior Secured Floating Rate Notes due 2011,
4% Convertible Senior Notes due 2034 or Floating Rate Notes due 2009;
provided, however, that such prepayment, repayment or Purchase for
value shall be excluded in the calculation of the amount of Restricted
Payments under Section 6.02(a)(3); or
(12) any Restricted Payment in an amount which, when taken
together with all Restricted Payments made after the Reference Date
pursuant to this Section 6.02(b)(12), does not exceed $50,000,000;
provided, however, that
(A) at the time of each such Restricted Payment, no Default
shall have occurred and be continuing (or result therefrom); and
(B) such Restricted Payments shall be included in the
calculation of the amount of Restricted Payments under Section
6.02(a)(3).
SECTION 6.03. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Borrower shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Capital
Stock or pay any Indebtedness or other obligations owed to the
Borrower;
(2) make any loans or advances to the Borrower; or
(3) transfer any of its property or assets to the Borrower,
except:
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(A) any encumbrance or restriction pursuant to applicable
law, rule, regulation or order or an agreement in effect at or
entered into on the Restatement Date;
(B) any encumbrance or restriction with respect to a
Restricted Subsidiary pursuant to an agreement relating to any
Indebtedness Incurred by such Restricted Subsidiary prior to the
date on which such Restricted Subsidiary was acquired by the
Borrower (other than Indebtedness Incurred as consideration in,
in contemplation of, or to provide all or any portion of the
funds or credit support utilized to consummate the transaction or
series of related transactions pursuant to which such Restricted
Subsidiary became a Restricted Subsidiary or was otherwise
acquired by the Borrower) and outstanding on such date;
(C) any encumbrance or restriction pursuant to an agreement
effecting a Refinancing of Indebtedness Incurred pursuant to an
agreement referred to in Section 6.03(3)(A) or Section 6.03(3)(B)
or this Section 6.03(3)(C) or contained in any amendment to an
agreement referred to in Section 6.03(3)(A) or Section 6.03(3)(B)
or this Section 6.03(3)(C); provided, however, that the
encumbrances and restrictions contained in any such Refinancing
agreement or amendment are no less favorable in any material
respect to the Lenders than the encumbrances and restrictions
contained in such predecessor agreements;
(D) in the case of Section 6.03(3), any encumbrance or
restriction:
(i) that restricts in a customary manner the
subletting, assignment or transfer of any property or asset
that is subject to a lease, license or similar contract, or
the assignment or transfer of any such lease, license or
other contract; or
(ii) contained in mortgages, pledges and other security
agreements securing Indebtedness of a Restricted Subsidiary
to the extent such encumbrance or restriction restricts the
transfer of the property subject to such security
agreements;
(E) with respect to a Restricted Subsidiary, any restriction
imposed pursuant to an agreement entered into for the sale or
disposition of all or substantially all the Capital Stock or
assets of such Restricted Subsidiary pending the closing of such
sale or disposition;
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(F) any encumbrance or restriction existing under or by
reason of Indebtedness or other contractual requirements of a
Receivables Entity in connection with a Qualified Receivables
Transaction; provided, however, that such restrictions apply only
to such Receivables Entity;
(G) purchase money obligations for property acquired in the
ordinary course of business and Capitalized Lease Obligations
that impose restrictions on the property purchased or leased of
the nature described in Section 6.03(3);
(H) provisions with respect to the disposition or
distribution of assets or property in joint venture agreements,
asset sale agreements, stock sale agreements and other similar
agreements;
(I) restrictions on cash or other deposits or net worth
imposed by customers, suppliers or, in the ordinary course of
business, other third parties; and
(J) with respect to any Foreign Restricted Subsidiary, any
encumbrance or restriction contained in the terms of any
Indebtedness, or any agreement pursuant to which such
Indebtedness was issued, if:
(i) the encumbrance or restriction applies only in the
event of a payment default or a default with respect to a
financial covenant contained in such Indebtedness or
agreement; or
(ii) at the time such Indebtedness is Incurred, such
encumbrance or restriction is not expected to materially
affect the Borrower's ability to make principal or interest
payments on the Obligations, as determined in good faith by
a Financial Officer of the Borrower, whose determination
shall be conclusive.
SECTION 6.04. Limitation on Sales of Assets and Subsidiary Stock. (a)
The Borrower shall not, and shall not permit any Restricted Subsidiary to, make
any Asset Disposition unless:
(1) the Borrower or such Restricted Subsidiary receives
consideration (including by way of relief from, or by any other Person
assuming sole responsibility for, any liabilities, contingent or
otherwise) at the time of such Asset Disposition at least equal to the
Fair Market Value of the shares and assets subject to such Asset
Disposition; and
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(2) at least 75% of the consideration therefor received by the
Borrower or such Restricted Subsidiary is (i) to the extent the assets
subject to such Asset Disposition do not constitute Collateral under
this Agreement, in the form of cash or Additional Assets, or (ii) to
the extent the assets subject to such Asset Disposition do constitute
Collateral under this Agreement, in the form of cash or assets that
are included in the Collateral.
(b) For the purposes of this covenant, the following are deemed to be
cash:
(1) the assumption of Indebtedness or other obligations of the
Borrower (other than obligations in respect of Disqualified Stock of
the Borrower) or any Restricted Subsidiary (other than obligations in
respect of Disqualified Stock and Preferred Stock of a Restricted
Subsidiary that is a Subsidiary Guarantor) and the release of the
Borrower or such Restricted Subsidiary from all liability on such
Indebtedness or obligations in connection with such Asset Disposition;
(2) except to the extent the assets subject to the applicable
Asset Disposition constitute Collateral under this Agreement, any
Designated Noncash Consideration having an aggregate Fair Market Value
that, when taken together with all other Designated Noncash
Consideration received pursuant to this clause and then outstanding,
does not exceed at the time of the receipt of such Designated Noncash
Consideration (with the Fair Market Value of each item of Designated
Noncash Consideration being measured at the time received and without
giving effect to subsequent changes in value) the greater of (1)
$200,000,000 and (2) 1.5% of the total Consolidated assets of the
Borrower as shown on the most recent balance sheet of the Borrower
filed with the SEC;
(3) securities, notes or similar obligations received by the
Borrower or any Restricted Subsidiary from the transferee that are
promptly converted by the Borrower or such Restricted Subsidiary into
cash; and
(4) Temporary Cash Investments.
(c) The Borrower may not use any Net Available Cash to prepay, redeem
or purchase any Indebtedness that is not Priority Secured Indebtedness unless
(i) the Pro Forma Senior Secured Leverage Ratio for the most recently ended
period of four consecutive fiscal quarters for which financial statements have
been delivered under Section 5.01(a) or (b) (or, at any time prior to the first
delivery of such financial statements, for the fiscal year ended December 31,
2006) would have been equal to or less than 3.00 to 1.00, determined at the time
of such proposed use on a pro forma basis as described in the definition of Pro
Forma Senior Secured Leverage Ratio, or (ii) the
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Borrower first offers to use such Net Available Cash to prepay the Loans in
accordance with Section 2.07(b).
(d) Upon receipt of written notice from the Borrower to the Collateral
Agent, the Collateral Agent is hereby authorized and directed to release any
security interest under any Security Document in any Capital Stock of any
Foreign Subsidiary transferred, for tax planning or other business purposes,
consistent with the Borrower's past practices, to any Foreign Subsidiary whose
Capital Stock has been pledged under any of the Security Documents if either (i)
the transferor of such Capital Stock is the Borrower or a Domestic Subsidiary
and such release is required in order to obtain the desired amount of
consideration from such transfer, or (ii) after giving effect to such transfer,
the aggregate fair value of all such Capital Stock (other than Capital Stock
transferred in a transaction described in the immediately preceding clause (i)),
determined as of the date of each respective transfer, does not exceed, for all
such transfers, $250,000,000.
SECTION 6.05. Limitation on Transactions with Affiliates. (a) The
Borrower shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, enter into or conduct any transaction or series of related
transactions (including the purchase, sale, lease or exchange of any property or
the rendering of any service) with any Affiliate of the Borrower (an "Affiliate
Transaction") unless such transaction is on terms:
(1) that are no less favorable to the Borrower or such Restricted
Subsidiary, as the case may be, than those that could be obtained at
the time of such transaction in arm's-length dealings with a Person
who is not such an Affiliate,
(2) that, in the event such Affiliate Transaction involves an
aggregate amount in excess of $25,000,000,
(A) are set forth in writing, and
(B) have been approved by a majority of the members of the
Board of Directors having no personal stake in such Affiliate
Transaction; and
(3) that, in the event such Affiliate Transaction involves an
amount in excess of $75,000,000, have been determined by a nationally
recognized appraisal, accounting or investment banking firm to be
fair, from a financial standpoint, to the Borrower and its Restricted
Subsidiaries.
(b) The provisions of Section 6.05(a) will not prohibit:
(1) any Restricted Payment permitted to be paid pursuant to
Section 6.02;
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(2) any issuance of securities, or other payments, awards or
grants in cash, securities or otherwise pursuant to, or the funding
of, employment arrangements, stock options and stock ownership plans
approved by the Board of Directors;
(3) the grant of stock options or similar rights to employees and
directors of the Borrower pursuant to plans approved by the Board of
Directors,
(4) loans or advances to employees in the ordinary course of
business of the Borrower;
(5) the payment of reasonable fees and compensation to, or the
provision of employee benefit arrangements and indemnity for the
benefit of, directors, officers and employees of the Borrower and its
Restricted Subsidiaries in the ordinary course of business;
(6) any transaction between or among any of the Borrower, any
Restricted Subsidiary or any joint venture or similar entity which
would constitute an Affiliate Transaction solely because the Borrower
or a Restricted Subsidiary owns an equity interest in or otherwise
controls such Restricted Subsidiary, joint venture or similar entity;
(7) the issuance or sale of any Capital Stock (other than
Disqualified Stock) of the Borrower;
(8) any agreement as in effect on the Restatement Date described
in the Borrower's SEC filings as filed on or prior to the Restatement
Date, or any renewals, extensions or amendments of any such agreement
(so long as such renewals, extensions or amendments are not less
favorable in any material respect to the Borrower or its Restricted
Subsidiaries) and the transactions evidenced thereby;
(9) transactions with customers, clients, suppliers or purchasers
or sellers of goods or services in each case in the ordinary course of
business and otherwise in compliance with the terms of this Agreement
which are fair to the Borrower or its Restricted Subsidiaries, in the
reasonable determination of the Board of Directors or the senior
management thereof, or are on terms at least as favorable as could
reasonably have been obtained at such time from an unaffiliated party;
or
(10) any transaction effected as part of a Qualified Receivables
Transaction.
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SECTION 6.06. Limitation on Liens. The Borrower shall not, and shall
not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit
to exist any Lien of any nature whatsoever on any of its property or assets
(including Capital Stock of a Restricted Subsidiary), whether owned at the
Restatement Date or thereafter acquired, securing any Indebtedness, except:
(a) Liens to secure Indebtedness permitted pursuant to Section
6.01(b)(1); provided that any collateral securing U.S. Bank Indebtedness
shall also constitute Collateral;
(b) Liens to secure Indebtedness permitted pursuant to Section
6.01(b)(12); provided that any Liens to secure Indebtedness permitted
pursuant to Section 6.01(b)(12) shall be subordinate and junior to the
Liens securing the Obligations on the terms set forth in the Lien
Subordination and Intercreditor Agreement;
(c) pledges or deposits by such Person under workers' compensation
laws, unemployment insurance laws or similar legislation, or good faith
deposits in connection with bids, tenders, contracts (other than for the
payment of Indebtedness) or leases to which such Person is a party, or
deposits to secure public or statutory obligations of such Person or
deposits of cash or United States government bonds to secure surety or
appeal bonds to which such Person is a party, or deposits as security for
contested taxes or import duties or for the payment of rent, in each case
Incurred in the ordinary course of business;
(d) Liens imposed by law, such as carriers', warehousemen's and
mechanics' Liens, in each case for sums not yet due or being contested in
good faith by appropriate proceedings or other Liens arising out of
judgments or awards against such Person with respect to which such Person
shall then be proceeding with an appeal or other proceedings for review;
(e) Liens for taxes, assessments or other governmental charges not yet
due or payable or subject to penalties for non-payment or which are being
contested in good faith by appropriate proceedings;
(f) Liens on assets not constituting Collateral under this Agreement
which secure obligations under undrawn letters of credit and bank
guarantees or are in favor of issuers of surety or performance bonds issued
pursuant to the request of and for the account of such Person in the
ordinary course of its business; provided, however, that such letters of
credit and bank guarantees do not constitute Indebtedness;
(g) survey exceptions, encumbrances, easements or reservations of, or
rights of others for, licenses, rights-of-way, sewers, electric lines,
telegraph and telephone lines and other similar purposes, or zoning or
other restrictions as to the use of real property or Liens incidental to
the conduct of the business of such Person or to the ownership of its
properties which were not Incurred in connection
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with Indebtedness for borrowed money and which do not in the aggregate
materially adversely affect the value of said properties or materially
impair their use in the operation of the business of such Person;
(h) Liens securing Indebtedness Incurred to finance the construction,
purchase or lease of, or repairs, improvements or additions to, property of
such Person (including Indebtedness Incurred under Section 6.01(b)(6));
provided, however, that the Lien may not extend to any other property
(other than property related to the property being financed) owned by such
Person or any of its Subsidiaries at the time the Lien is Incurred, and the
Indebtedness (other than any interest thereon) secured by the Lien may not
be Incurred more than 180 days after the later of the acquisition,
completion of construction, repair, improvement, addition or commencement
of full operation of the property subject to the Lien;
(i) Liens existing on the Restatement Date and set forth in Schedule
6.06; provided that (x) such Lien shall not apply to any other property or
asset of the Borrower or any Restricted Subsidiary and (y) such Lien shall
secure only those obligations which it secured on the date hereof and
extensions, renewals and replacements thereof that do not increase the
outstanding principal amount hereof (other than Liens referred to in the
foregoing clauses (a) and (b));
(j) Liens on property or shares of stock of another Person at the time
such other Person becomes a Subsidiary of such Person; provided, however,
that such Liens are not created, Incurred or assumed in connection with, or
in contemplation of, such other Person becoming such a Subsidiary; provided
further, however, that such Liens do not extend to any other property owned
by such Person or any of its Subsidiaries, except pursuant to
after-acquired property clauses existing in the applicable agreements at
the time such Person becomes a Subsidiary which do not extend to property
transferred to such Person by the Borrower or a Restricted Subsidiary;
(k) Liens on property at the time such Person or any of its
Subsidiaries acquires the property, including any acquisition by means of a
merger or consolidation with or into such Person or any Subsidiary of such
Person; provided, however, that such Liens are not created, Incurred or
assumed in connection with, or in contemplation of, such acquisition;
provided further, however, that the Liens do not extend to any other
property owned by such Person or any of its Subsidiaries;
(l) Liens securing Indebtedness or other obligations of a Subsidiary
of such Person owing to such Person or a Restricted Subsidiary of such
Person;
(m) Liens securing Hedging Obligations so long as such Hedging
Obligations are permitted to be Incurred under this Agreement;
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(n) Liens on assets not constituting Collateral under this Agreement
which secure Indebtedness of any Foreign Restricted Subsidiary Incurred
under Section 6.01(b)(10);
(o) Liens to secure any Refinancing (or successive Refinancings) as a
whole, or in part, of any Indebtedness secured by any Lien referred in the
foregoing clauses (h), (i), (j) and (k); provided, however, that:
(1) such new Lien shall be limited to all or part of the same
property that secured the original Lien (plus improvements,
accessions, proceeds, dividends or distributions in respect thereof);
and
(2) the Indebtedness secured by such Lien at such time is not
increased to any amount greater than the sum of:
(A) the outstanding principal amount or, if greater,
committed amount of the Indebtedness secured by Liens described
under clauses (h), (i), (j) or (k) at the time the original Lien
became a permitted Lien under this Agreement; and
(B) an amount necessary to pay any fees and expenses,
including premiums, related to such Refinancings;
(p) Liens on accounts receivables and related assets of the type
specified in the definition of "Qualified Receivables Transaction" not
constituting Collateral under this Agreement Incurred in connection with a
Qualified Receivables Transaction;
(q) judgment Liens not giving rise to an Event of Default so long as
any appropriate legal proceedings which may have been duly initiated for
the review of such judgment have not been finally terminated or the period
within which such proceedings may be initiated has not expired;
(r) Liens arising from Uniform Commercial Code financing statement
filings regarding leases that do not otherwise constitute Indebtedness
entered into in the ordinary course of business;
(s) leases and subleases of real property which do not materially
interfere with the ordinary conduct of the business of the Borrower and its
Subsidiaries;
(t) Liens which constitute bankers' Liens, rights of set-off or
similar rights and remedies as to deposit accounts or other funds
maintained with any bank or other financial institution, whether arising by
operation of law or pursuant to contract;
(u) Liens on specific items of inventory or other goods and proceeds
of any Person securing such Person's obligations in respect of bankers'
acceptances
85
issued or created for the account of such Person to facilitate the
purchase, shipment or storage of such inventory or other goods;
(v) Liens on specific items of inventory or other goods and related
documentation (and proceeds thereof) securing reimbursement obligations in
respect of trade letters of credit issued to ensure payment of the purchase
price for such items of inventory or other goods;
(w) Liens on assets not constituting Collateral under this Agreement
which secure Indebtedness Incurred under Section 6.01(b)(11) or (13);
(x) Liens on assets subject to Sale/Leaseback Transactions; provided
that the aggregate outstanding Attributable Debt in respect thereof shall
not at any time exceed $125,000,000; and
(y) other Liens on assets that do not constitute Collateral to secure
Indebtedness as long as the amount of outstanding Indebtedness secured by
Liens Incurred pursuant to this clause (x) does not exceed 5.0% of
Consolidated assets of the Borrower, as determined based on the
consolidated balance sheet of the Borrower as of the end of the most recent
fiscal quarter for which financial statements have been filed with the SEC;
provided, however, that notwithstanding whether this clause (y) would
otherwise be available to secure Indebtedness, Liens securing Indebtedness
originally secured pursuant to this clause (y) may secure Refinancing
Indebtedness in respect of such Indebtedness and such Refinancing
Indebtedness shall be deemed to have been secured pursuant to this clause
(y).
For the avoidance of doubt, each reference in this Section or any
other provision of this Agreement to "assets not constituting Collateral" (or
any similar phrase) means assets that (a) are not subject to any Lien securing
the Obligations and (b) are not and (absent a change in facts) will not be
required under the terms of this Agreement or the Security Documents to be made
subject to any Lien securing the Obligations by reason of the nature of, or the
identity of the Subsidiary owning, such assets (and not as a result of the
existence of any other Lien or any legal or contractual provision preventing
such assets from being made subject to Liens securing the Obligations).
SECTION 6.07. Limitation on Sale/Leaseback Transactions. The Borrower
shall not, and shall not permit any Restricted Subsidiary to, enter into any
Sale/Leaseback Transaction with respect to any property unless:
(a) the Borrower or such Restricted Subsidiary would be entitled to:
(i) Incur Indebtedness with respect to such Sale/Leaseback
Transaction pursuant to Section 6.01; and
(ii) create a Lien on such property securing such Indebtedness
pursuant to Section 6.06(x) or, to the extent the assets subject to
such
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Sale/Leaseback do not constitute Collateral under this Agreement,
create a Lien on such property pursuant to the provisions of Section
6.06;
(iii) the gross proceeds payable to the Borrower or such
Restricted Subsidiary in connection with such Sale/Leaseback
Transaction are at least equal to the Fair Market Value of such
property; and
(iv) the transfer of such property is permitted by, and, if
applicable, the Borrower applies the proceeds of such transaction in
compliance with, Section 6.04; or
(b) the Sale/Leaseback Transaction is with respect to all or a portion
of the Borrower's properties in Akron, Summit County, Ohio.
SECTION 6.08. Fundamental Changes. The Borrower will not, and will not
permit any Restricted Subsidiary to, merge into, amalgamate or consolidate with
any other Person, or permit any other Person to merge into, amalgamate or
consolidate with it, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) assets (including Capital Stock of
Subsidiaries) constituting all or substantially all the assets of the Borrower
and its Consolidated Subsidiaries, taken as a whole, or, in the case of the
Borrower, liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing (i) any Restricted Subsidiary may merge into the Borrower in a
transaction in which the Borrower is the surviving corporation, (ii) any
Restricted Subsidiary may merge into any other Restricted Subsidiary in a
transaction in which the surviving entity is a Restricted Subsidiary; except
that no Domestic Subsidiary may merge into a Foreign Subsidiary, (iii) any sale
of a Restricted Subsidiary made in accordance with Section 6.04 may be effected
by a merger of such Restricted Subsidiary and (iv) any Restricted Subsidiary may
sell, transfer, lease or otherwise dispose of its assets to the Borrower or to
another Restricted Subsidiary; provided that any Investment that takes the form
of a merger, amalgamation or consolidation (other than any merger, amalgamation
or consolidation involving the Borrower) that is expressly permitted by Section
6.02 shall be permitted under this Section 6.08.
ARTICLE VII
Events of Default
SECTION 7.01. Events of Default. If any of the following events
("Events of Default") shall occur:
(a) the Borrower shall fail to pay any principal of any Loan when and
as the same shall become due and payable, whether at the due date thereof
or at a date fixed for prepayment thereof or otherwise;
(b) the Borrower shall fail to pay any interest on any Loan or any fee
or any other amount (other than an amount referred to in clause (a) of this
Article)
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payable under this Agreement or any other Credit Document, when and as the
same shall become due and payable, and such failure shall continue
unremedied for a period of (i) in the case of fees and interest payable
under Sections 2.08 and 2.09, respectively, five Business Days, and (ii) in
the case of any other fees, interest or other amounts (other than those
referred to in paragraph (a) above), five Business Days after the earlier
of (A) the day on which a Financial Officer first obtains knowledge of such
failure and (B) the day on which written notice of such failure shall have
been given to the Borrower by the Administrative Agent or any Lender;
(c) any representation or warranty made or deemed made by or on behalf
of any Credit Party in any Credit Document or any amendment or modification
thereof or waiver thereunder shall prove to have been incorrect when made
or deemed made in any respect material to the rights or interests of the
Lenders under the Credit Documents;
(d) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.02, 5.03 (with respect to the
Borrower's existence) or 5.08 or in Article VI;
(e) any Credit Party shall fail to observe or perform any covenant,
condition or agreement contained in any Credit Document (other than those
specified in clauses (a), (b) and (d) of this Article), and such failure
shall continue unremedied for a period of 30 days after written notice
thereof from the Administrative Agent to the Borrower (which notice will be
given at the request of any Lender); provided that the failure of any
Credit Party to perform any covenant, condition or agreement made in any
Credit Document (other than this Agreement) shall not constitute an Event
of Default unless such failure shall be (i) wilful or (ii) material to the
rights or interests of the Lenders under the Credit Documents;
(f) the Borrower or any Consolidated Subsidiary shall fail to make any
payment of principal in respect of any Material Indebtedness at the
scheduled due date thereof and such failure shall continue beyond any
applicable grace period or any event or condition occurs that results in
any Material Indebtedness (other than any Qualified Receivables Transaction
existing on March 31, 2003) becoming due or being required to be prepaid,
repurchased, redeemed, defeased or terminated prior to its scheduled
maturity (other than, in the case of any Qualified Receivables Transaction,
any event or condition not caused by an act or omission of the Borrower or
any Subsidiary, if the Borrower shall furnish to the Administrative Agent a
certificate to the effect that after the termination of such Qualified
Receivables Transaction the Borrower and the Subsidiaries that are a party
thereto have sufficient liquidity to operate their businesses in the
ordinary course); provided that this clause (f) shall not apply to (i)
secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property or assets securing such Indebtedness in accordance
with the terms and conditions of this Agreement or (ii) Material
Indebtedness of any Foreign Subsidiary if the
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Borrower is unable, due to applicable law restricting Investments in such
Foreign Subsidiary, to make an Investment in such Foreign Subsidiary to
fund the payment of such Material Indebtedness;
(g) a Change in Control shall occur;
(h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization,
moratorium, suspension of payment or other relief in respect of the
Borrower or any Material Subsidiary or its debts, or of a substantial part
of its assets, under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Material Subsidiary or for a
substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 90 days or an order or decree
approving or ordering any of the foregoing shall be entered;
(i) the Borrower or any Material Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation,
reorganization, bankruptcy, moratorium, suspension of payment or other
relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (h) of this Article, (iii) apply
for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower or any
Material Subsidiary or for a substantial part of its assets, (iv) make a
general assignment for the benefit of creditors or (v) take any action for
the purpose of effecting any of the foregoing;
(j) the Borrower or any Material Subsidiary shall admit in writing its
inability or fail generally to pay its debts as they become due;
(k) an ERISA Event shall have occurred that, when taken together with
all other ERISA Events that have occurred, would be materially likely to
result in a Material Adverse Change;
(l) Liens created under the Security Documents shall not be valid and
perfected Liens on a material portion of the Collateral; or
(m) any Guarantee of the Obligations under the Guarantee and
Collateral Agreement or the Canadian Security Documents shall fail to be a
valid, binding and enforceable Guarantee of one or more Subsidiary
Guarantors where such failure would constitute or be materially likely to
result in a Material Adverse Change;
then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Majority Lenders
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shall, by notice to the Borrower, take any or all of the following actions, at
the same or different times declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any principal not so declared to be
due and payable may thereafter be declared to be due and payable), and thereupon
the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and all fees and other obligations of the Borrower
accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; and in case of any event with respect to the
Borrower described in clause (h) or (i) of this Article, the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, in each case without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower.
ARTICLE VIII
The Agents
Each of the Lenders hereby irrevocably appoints the Agents as its
agents and authorizes the Agents to take such actions on its behalf and to
exercise such powers as are delegated to the Agents by the terms hereof and of
the other Credit Documents, together with such actions and powers as are
reasonably incidental thereto.
The bank or banks serving as the Agents hereunder shall have the same
rights and powers in their capacity as Lenders as any other Lender and may
exercise the same as though they were not Agents, and such bank or banks and
their Affiliates may accept deposits from, lend money to and generally engage in
any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if they were not Agents hereunder.
The Agents shall not have any duties or obligations except those
expressly set forth herein. Without limiting the generality of the foregoing (a)
the Agents shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing, (b) the Agents
shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby that the Agents are required to exercise in writing by the
Majority Lenders, and (c) except as expressly set forth herein, the Agents shall
not have any duty to disclose, and shall not be liable for the failure to
disclose, any information communicated to the Agents by or relating to the
Borrower or any Subsidiary. The Agents shall not be liable for any action taken
or not taken by them with the consent or at the request of the Majority Lenders
or the Lenders, as the case may be, or in the absence of their own gross
negligence or wilful misconduct. In addition, the Agents shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Agents by the Borrower or a Lender, and the Agents shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Credit Document,
(ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or
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in connection herewith or therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or
therein, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein or
therein, other than to confirm receipt of items expressly required to be
delivered to the Agents.
The Agents shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by them to be genuine
and to have been signed or sent by the proper Person. The Agents also may rely
upon any statement made to them orally or by telephone and believed by them to
be made by the proper Person, and shall not incur any liability for relying
thereon. The Agents may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by them with
reasonable care, and shall not be liable for any action taken or not taken by
them in accordance with the advice of any such counsel, accountants or experts.
The Agents may perform any and all their duties and exercise their
rights and powers by or through any one or more sub-agents appointed by the
Agents. The Agents and any such sub-agent may perform any and all their duties
and exercise their rights and powers through their respective Affiliates. The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Affiliates of the Agents and any such sub-agent.
Subject to the appointment and acceptance of a successor Agent as
provided below, either Agent may resign at any time by notifying the Lenders and
the Borrower. Upon any such resignation, the Majority Lenders shall have the
right to appoint a successor with the Borrower's written consent (which shall
not be unreasonably withheld or delayed and shall not be required from the
Borrower if an Event of Default has occurred and is continuing). If no successor
shall have been so appointed by the Majority 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, with the
Borrower's written consent (which shall not be unreasonably withheld or delayed
and shall not be required if an Event of Default has occurred and is
continuing), appoint a successor Agent which shall be a bank or an Affiliate
thereof, in each case with a net worth of at least $1,000,000,000 and an office
in New York, New York. Upon the acceptance of its appointment as Agent hereunder
by a successor, 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 hereunder. After an
Agent's resignation hereunder, the provisions of this Article and Section 9.03
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.
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
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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 contained herein, each Lender
acknowledges that the Administrative Agent is not acting as an agent of the
Borrower and that the Borrower will not be responsible for acts or failures to
act on the part of the Administrative Agent.
Without prejudice to the provisions of this Article VIII, each Lender
hereby irrevocably appoints and authorizes the Collateral Agent (and any
successor acting as Collateral Agent) to act as the Person holding the power of
attorney (in such capacity, the "fonde de pouvoir") of the Lenders as
contemplated under Article 2692 of the Civil Code of Quebec, and to enter into,
to take and to hold on their behalf, and for their benefit, any hypothec, and to
exercise such powers and duties which are conferred upon the fonde de pouvoir
under any hypothec. Moreover, without prejudice to such appointment and
authorization to act as the Person holding the power of attorney as aforesaid,
each Lender hereby irrevocably appoints and authorizes the Collateral Agent (and
any successor acting as Collateral Agent) (in such capacity, the "Custodian") to
act as agent and custodian for and on behalf of the Lenders to hold and to be
the sole registered holder of any debenture which may be issued under any
hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special
Powers of Legal Persons (Quebec) or any other applicable law. In this respect,
(i) the Custodian shall keep a record indicating the names and addresses of, and
the pro rata portion of the obligations and indebtedness secured by any pledge
of any such debenture and owing to each Lender, and (ii) each Lender will be
entitled to the benefits of any charged property covered by any hypothec and
will participate in the proceeds of realization of any such charged property,
the whole in accordance with the terms hereof.
Each of the fonde de pouvoir and the Custodian shall (a) have the sole
and exclusive right and authority to exercise, except as may be otherwise
specifically restricted by the terms hereof, all rights and remedies given to
fonde de pouvoir and the Custodian (as applicable) with respect to the charged
property under any hypothec, any debenture or pledge thereof relating to any
hypothec, applicable laws or otherwise, (b) benefit from and be subject to all
provisions hereof with respect to the Collateral Agent mutatis mutandis,
including, without limitation, all such provisions with respect to the liability
or responsibility to and indemnification by the Lenders, and (c) be entitled to
delegate from time to time any of its powers or duties under any hypothec, any
debenture or pledge thereof relating to any hypothec, applicable laws or
otherwise and on such terms and conditions as it may determine from time to
time. Any Person who becomes a Lender shall be deemed to have consented to and
confirmed: (y) the fonde de pouvoir as the Person holding the power of attorney
as aforesaid and to have ratified, as of the date it becomes a Lender, all
actions taken by the fonde de pouvoir in such capacity, (z) the Custodian as the
agent and custodian as aforesaid and to have ratified, as of the date it becomes
a Lender, all actions taken by the Custodian in such capacity.
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ARTICLE IX
Miscellaneous
SECTION 9.01. Notices. (a) Except in the case of notices and other
communications expressly permitted to be given by telephone (and subject to
paragraph (b) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy or e-mail, as
follows:
(i) if to the Borrower, to it at 1144 East Market Street, Akron, Ohio,
44316-0001, Attention of the Treasurer (Telecopy No. (330) 796-6502);
(ii) if to the Administrative Agent, to JPMorgan Chase Bank, Loan &
Agency Services Group, 1111 Fannin, 10th Floor, Houston, Texas 77002,
Attention of Alice Telles (Telecopy No. (713) 750-2938), with a copy to
JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, NY 10017, Attention
of Robert Kellas (Telecopy No. (212) 270-5100);
(iii) if to the Collateral Agent, to Deutsche Bank Trust Company
Americas, 60 Wall Street, New York, NY 10005, Attention of Carin Keegan
(Telecopy No. (212) 797-5690); and
(iv) if to a Lender, to it at its address (or telecopy number or
e-mail address) set forth in Schedule 2.01 or its Administrative
Questionnaire.
(b) Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.
(c) Any party hereto may change its address, telecopy number or e-mail
address for notices and other communications hereunder by notice to the other
parties hereto. All notices and other communications given to any party hereto
in accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.
SECTION 9.02. Waivers; Amendments. (a) No failure or delay by any of
the Agents or any Lender in exercising any right or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Agents and
the Lenders hereunder are cumulative and are not
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exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by 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. Without limiting the
generality of the foregoing, the making of a Loan shall not be construed as a
waiver of any Default, regardless of whether any Agent or any Lender may have
had notice or knowledge of such Default at the time.
(b) No Credit Document or any provision thereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered
into by the Credit Parties party thereto and the Administrative Agent or
Collateral Agent, as the case may be, with the consent of the Majority Lenders;
provided, that no such agreement shall (i) increase the Commitment or extend the
expiration date of the Commitment of any Lender without the written consent of
such Lender, (ii) reduce or forgive all or part of the principal amount of any
Loan or reduce the rate of interest thereon, or reduce any fee payable
hereunder, without the prior written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any Loan
or date for the payment of any interest on any Loan or any fee, or reduce the
amount of, waive or excuse any such payment, without the prior written consent
of each Lender adversely affected thereby, (iv) release all or substantially all
the Subsidiary Guarantors from their Guarantees under the Guarantee and
Collateral Agreement, or release all or substantially all the Collateral from
the Liens of the Security Documents, without the written consent of each Lender
and each Agent, (v) change any provision of the Guarantee and Collateral
Agreement or any other Security Document to alter the amount or allocation of
any payment to be made to the Secured Parties, without the written consent of
each adversely affected Lender, (vi) change Section 2.14 in a manner that would
alter the pro rata sharing of any payment without the written consent of each
Lender adversely affected thereby, or (vii) change any of the provisions of this
Section or the definition of "Majority Lenders" or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or
modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender; provided, further that no
such agreement shall amend, modify or otherwise affect the rights or duties of
any Agent under any Credit Document, or any provision of any Credit Document
providing for payments by or to the Administrative Agent, in each case without
the prior written consent of such Agent; provided further, that so long as the
rights or interests of any Lender shall not be adversely affected in any
material respect, the Guarantee and Collateral Agreement or any other Security
Document may be amended without the consent of the Majority Lenders (A) to cure
any ambiguity, omission, defect or inconsistency, or (B) to provide for the
addition of any assets or classes of assets to the Collateral. Notwithstanding
the foregoing, any provision of this Agreement may be amended by an agreement in
writing entered into by the Borrower, the Administrative Agent and the Lenders
that will remain parties hereto after giving effect to such amendment if at the
time such amendment becomes effective, each Lender not consenting thereto
receives payment in full of the principal of and interest accrued on each Loan
made by it and all other amounts owing to it or accrued for its account under
this Agreement.
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(c) Notwithstanding anything in paragraph (b) of this Section to the
contrary, this Agreement and the other Credit Documents may be amended at any
time and from time to time to permit the borrowing of additional term loans by
an agreement in writing entered into by the Borrower, the Administrative Agent,
the Collateral Agent and each Person (including any Lender) that shall agree to
provide any such additional term loans (but without the consent of any other
Lender), and each such Person that shall not already be a Lender shall, at the
time such agreement becomes effective, become a Lender with the same effect as
if it had originally been a Lender under this Agreement with the term loans set
forth in such agreement; provided, however, that: (i) the aggregate amount of
such additional term loans established pursuant to this paragraph shall not
exceed $300,000,000; (ii) no Default or Event of Default shall exist at the time
such amendment becomes effective; (iii) such term loans shall not amortize and
the final maturity of such term loans shall be no earlier than the Maturity
Date, (iv) on the date of Incurrence of such term loans and after giving pro
forma effect thereto and to the application of the proceeds therefrom, in
accordance with the definition of Consolidated Coverage Ratio, the Consolidated
Coverage Ratio would be greater than 2.0:1.0 and (v) the Administrative Agent
shall have received a favorable written opinion (addressed to the Administrative
Agent and the Lenders) of Covington & Burling LLP, counsel for the Borrower (or
other counsel for the Borrower reasonably satisfactory to the Administrative
Agent) in a form reasonably acceptable to the Administrative Agent but in
substance to the effect that the incurrence of such term loans, and each Lien
securing them, will be permitted under the Junior Lien Indenture and each other
indenture or other agreement governing any Material Indebtedness in effect at
the time of the effectiveness of such amendment, and such term loans will
constitute Designated Senior Obligations under the Lien Subordination and
Intercreditor Agreement. Each such term loan established pursuant to this
paragraph shall constitute a Loan under, and shall be entitled to all the
benefits afforded by, this Agreement and the other Credit Documents, and shall,
without limiting the foregoing, benefit equally and ratably from the Guarantees
and security interests and Liens created by the Guarantee and Collateral
Agreement and the other Security Documents. The Borrower shall take any actions
reasonably required by the Administrative Agent to ensure and/or demonstrate
that all requirements under the Credit Documents in respect of the provision and
maintenance of Collateral continue to be satisfied after the establishment of
any such additional term loans. In the event that the Borrower elects to
establish any additional term loans pursuant to this paragraph, the Borrower
will afford the then existing Lenders an opportunity to provide such additional
term loans.
SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents, the
Arrangers and their Affiliates (including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore LLP, counsel for the Agents and the
Arrangers, and other local and foreign counsel for the Agents and Arrangers,
limited to one per jurisdiction, in connection with the Security Documents and
the creation and perfection of the Liens created thereby and other local and
foreign law matters) in connection with the arrangement and syndication of the
credit facilities provided for herein, the preparation, execution, delivery and
administration of this Agreement and the other Credit Documents or any
amendments, modifications or waivers of the provisions hereof or thereof
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(whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all reasonable out-of-pocket expenses incurred by the
Agents or any Lender, including the fees, charges and disbursements of any
counsel for the Agents or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Loans made hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or
similar negotiations in respect of such Loans. The Borrower also shall pay all
out-of-pocket expenses incurred by the Collateral Agent in connection with the
creation and perfection of the security interests contemplated by this
Agreement, including all filing, recording and similar fees and, as more
specifically set forth above, the reasonable fees and disbursements of counsel
(including foreign counsel in connection with Foreign Pledge Agreements).
(b) The Borrower shall indemnify each Agent, each Arranger and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses (including
the reasonable fees, charges and disbursements of any counsel for any
Indemnitee), incurred by or asserted against any Indemnitee and arising out of
(i) the execution or delivery of this Agreement or any other Credit Document or
other agreement or instrument contemplated hereby, the syndication and
arrangement of the credit facilities provided for herein, the performance by the
parties hereto of their respective obligations or the exercise by the parties
hereto of their rights hereunder or thereunder or the consummation of the
Transactions or any other transactions contemplated hereby or thereby, (ii) any
Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property currently or formerly
owned or operated by the Borrower or any of the Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of the
Subsidiaries, or (iv) any claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses shall have
resulted from the gross negligence or wilful misconduct of such Indemnitee or
the breach by such Indemnitee of obligations set forth herein or in any other
Credit Document.
(c) To the extent that the Borrower fails to pay any amount required
to be paid by it to any Agent or any Arranger under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to such Agent or Arranger, as the
case may be, such Lender's percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought based on the
outstanding Loans of such Lender and the other Lenders) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against such Agent or Arranger in its capacity as such.
SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
the Indemnitees and their respective successors and assigns permitted hereby,
except that (i)
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the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, Indemnitees, their respective successors and
assigns permitted hereby, Participants (to the extent provided in paragraph (c)
of this Section) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Agents, the Arrangers and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.
(b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitments and the Loans at the time owing to it) with the prior written
consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Borrower; provided that no consent of the Borrower shall
be required for an assignment to a Lender, an Affiliate of a Lender,
an Approved Fund, a Federal Reserve Bank or, if an Event of Default
has occurred and is continuing, any other assignee; and
(B) the Administrative Agent; provided that no consent of the
Administrative Agent shall be required for an assignment to an
assignee that is a Lender, an Affiliate of a Lender, a Federal Reserve
Bank or an Approved Fund.
(ii) Assignments shall be subject to the following additional
conditions:
(A) except in the case of an assignment to a Lender, an Affiliate
of a Lender or an Approved Fund, the amount of the Commitment or Loans
of the assigning Lender subject to each such assignment (determined as
of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less
than $1,000,000 or, if smaller, the entire remaining amount of the
assigning Lender's Commitment or Loans unless each of the Borrower and
the Administrative Agent shall otherwise consent, provided (i) that no
such consent of the Borrower shall be required if an Event of Default
has occurred and is continuing and (ii) in the event of concurrent
assignments to two or more assignees that are Affiliates of one
another, or to two or more Approved Funds managed by the same
investment advisor or by affiliated investment advisors, all such
concurrent assignments shall be aggregated in determining compliance
with this subsection;
(B) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender's rights and
obligations under this Agreement;
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(C) the parties to each assignment shall execute and deliver to
the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500; provided that in the event
of concurrent assignments to two or more assignees that are Affiliates
of one another, or to two or more Approved Funds managed by the same
investment advisor or by affiliated investment advisors, only one such
fee shall be payable; and
(D) the assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire.
(iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the Restatement Date
specified in each Assignment and Assumption the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Assumption, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 2.11,
2.12, 2.13 and 9.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section
9.04 shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section. Each assignment hereunder shall be deemed to
be an assignment of the related rights under the Guarantee and Collateral
Agreement and each other applicable Security Document.
(iv) The Administrative Agent shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.
(v) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b)
of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and
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Assumption and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has
been recorded in the Register as provided in this paragraph.
(vi) By executing and delivering an Assignment and Assumption, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as
follows: (i) such assigning Lender warrants that it is the legal and
beneficial owner of the interest being assigned thereby free and clear of
any adverse claim; (ii) except as set forth in clause (i) above, such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or any other
Credit Document or any other instrument or document furnished pursuant
hereto or thereto, or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of any of the foregoing, or the financial
condition of the Credit Parties or the performance or observance by the
Credit Parties of any of their obligations under this Agreement or under
any other Credit Document or any other instrument or document furnished
pursuant hereto or thereto; (iii) each of the assignee and the assignor
represents and warrants that it is legally authorized to enter into such
Assignment and Assumption; (iv) such assignee confirms that it has received
a copy of this Agreement, together with copies of any amendments or
consents entered into prior to the date of such Assignment and Assumption
and copies of the most recent financial statements delivered pursuant to
Section 5.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Assumption; (v) such assignee will independently and without
reliance upon the Agents, such assigning Lender or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking
action under this Agreement; (vi) such assignee appoints and authorizes the
Agents to take such action as agents on its behalf and to exercise such
powers under this Agreement and the other Credit Documents as are delegated
to them by the terms hereof and thereof, together with such powers as are
reasonably incidental thereto; (vii) such assignee agrees that it will not
book any Loan at an Austrian branch or through an Austrian Affiliate and
will comply with Section 9.19 of this Agreement; and (viii) such assignee
agrees that it will perform in accordance with their terms all the
obligations that by the terms of this Agreement are required to be
performed by it as a Lender.
(c) (i) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(each a "Participant") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); provided that (A) such Lender's obligations under
this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in
99
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver that affects such Participant and that, under
Section 9.02, would require the consent of each affected Lender. Subject to
paragraph (c)(ii) of this Section, the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 2.11, 2.12 and 2.13 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.08 as though it
were a Lender, provided such Participant agrees to be subject to Section 2.14(d)
as though it were a Lender.
(ii) A Participant shall not be entitled to receive any greater
payment under Section 2.11 or 2.13 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is
made with the Borrower's prior written consent, which consent shall
specifically refer to this exception. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section
2.13 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower,
to comply with Section 2.13(e) as though it were a Lender.
(d) Any Lender may, without the consent of the Borrower or the
Administrative Agent, at any time pledge or assign a security interest in all or
any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.
SECTION 9.05. Survival. All covenants, agreements, representations and
warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any
Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that any Agent or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, 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 any Commitment has not expired or terminated. The provisions of Sections
2.11, 2.12, 2.13 and 9.03 and Article VIII shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans,
100
the expiration or termination of the Commitments or the termination of this
Agreement or any provision hereof.
SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Credit Documents and any separate letter agreements with respect to fees payable
to the Administrative Agent or the Arrangers constitute the entire contract
among the parties relating to the subject matter hereof and supersede any and
all previous agreements and understandings, oral or written, relating to the
subject matter hereof. This Agreement shall become effective as provided in
Section 4.01. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement. All the parties hereto on the Restatement Date
consent to the non-ratable prepayment of Loans under the Existing Credit
Agreement on the Restatement Date to the extent such prepayment would require
such consent.
SECTION 9.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. No failure to obtain any approval required for the effectiveness
of any provision of this Agreement shall affect the validity or enforceability
of any other provision of this Agreement.
SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing and the Loans shall have become due and payable
pursuant to Article VII, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each of the Lenders under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.
(b) Each party hereto hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United
States District Court of the Southern District of New York, and any appellate
court from any thereof, in any action or
101
proceeding arising out of or relating to this Agreement, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any party
hereto may otherwise have to bring any action or proceeding relating to this
Agreement in the courts of any jurisdiction.
(c) Each party hereto hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred to
in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.
(d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.
SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 9.11. 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 shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.
SECTION 9.12. Confidentiality. Each of the Agents and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors who have been informed of the confidential nature of such
Information and instructed to keep such
102
Information confidential, (b) to the extent requested by any regulatory or
self-regulatory authority (including the NAIC), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) to the extent necessary or advisable
in connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower and its
obligations, (g) with the written consent of the Borrower or (h) to the extent
such Information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to any Agent or any Lender on a
nonconfidential basis from a source other than the Borrower. For the purposes of
this Section, "Information" means all information received from the Borrower or
Persons acting on its behalf relating to the Borrower or its business, other
than any such information that is available to any Agent or any Lender prior to
disclosure by the Borrower on a nonconfidential basis from a source other than
the Borrower that is not known by the recipient to be bound by a confidentiality
agreement or other obligation of confidentiality with respect to such
information.
SECTION 9.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively, the "Charges"), shall exceed
the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Alternate Base Rate to the date of
repayment, shall have been received by such Lender.
SECTION 9.14. Security Documents. Each Lender hereby irrevocably
authorizes and directs the Collateral Agent to execute and deliver the
Reaffirmation Agreement, the Guarantee and Collateral Agreement, the Lenders
Lien Subordination and Intercreditor Agreement (and any reaffirmation thereof),
each other Security Document and the European Guarantee and Collateral Agreement
and to carry out the provisions thereof. Each Lender, by executing and
delivering this Agreement, acknowledges receipt of a copy of the Reaffirmation
Agreement, the Guarantee and Collateral Agreement and the European Guarantee and
Collateral Agreement and approves and agrees to be bound by and to act in
accordance with the terms and conditions of the Reaffirmation Agreement, the
Guarantee and Collateral Agreement and each other Security Document insofar as
they relate to or require performance by the Lenders, specifically including (i)
the provisions of Article VI of the Guarantee and Collateral Agreement
(governing the
103
exercise of remedies under the Security Documents and the distribution of the
proceeds realized from such exercise), (ii) the provisions of Articles VIII and
IX of the Guarantee and Collateral Agreement (relating to the duties and
responsibilities of the Collateral Agent thereunder and providing for the
indemnification and the reimbursement of expenses of the Collateral Agent
thereunder by the Lenders), and (iii) the provisions of Section 11.13 of the
Guarantee and Collateral Agreement (providing for releases of Guarantees of and
Collateral securing the Obligations). Each party hereto further agrees that the
foregoing provisions of the Guarantee and Collateral Agreement shall apply to
each other Security Document. In the event that the Borrower shall incur
Indebtedness to refinance or replace Indebtedness under the First Lien Agreement
in compliance with Sections 6.01 and 6.06, each Lender hereby irrevocably
authorizes and directs the Collateral Agent to enter into an intercreditor
agreement on substantially the same terms as those of the Lenders Lien
Subordination and Intercreditor Agreement (as in effect at the time of such
refinancing or replacement) with the holders of such Indebtedness or their
representative.
SECTION 9.15. Additional Financial Covenants. Notwithstanding anything
else contained herein to the contrary, in the event that any maintenance
financial covenant is included in the Third Lien Agreement or any SSLI
Documentation (as defined in Schedule 1.01C), such covenant will be deemed to be
added to Article VI of this Agreement automatically, without the need for any
further action whatsoever.
SECTION 9.16. Lenders Lien Subordination and Intercreditor Agreement.
Reference is made to the Lenders Lien Subordination and Intercreditor Agreement
dated as of April 8, 2005, among JPMorgan Chase Bank, N.A., as collateral agent
for the First Lien Secured Parties referred to therein; Deutsche Bank Trust
Company Americas, as collateral agent for the Second Lien Secured Parties
referred to therein; The Goodyear Tire & Rubber Company; and the subsidiaries of
The Goodyear Tire & Rubber Company named therein (the "Lenders Lien
Subordination and Intercreditor Agreement"). Each Lender (a) hereby consents to
the subordination of the Liens securing the Obligations on the terms set forth
in the Lenders Lien Subordination and Intercreditor Agreement, (b) hereby agrees
that it will be bound by and will take no actions contrary to the provisions of
the Lenders Lien Subordination and Intercreditor Agreement and (c) hereby
authorizes and instructs the Collateral Agent to enter into any reaffirmation of
the Lenders Lien Subordination and Intercreditor Agreement and to subject the
Liens securing the Obligations to the provisions thereof. The foregoing
provisions are intended as an inducement to the First Lien Secured Parties (as
defined in the Lenders Lien Subordination and Intercreditor Agreement) to extend
credit to The Goodyear Tire & Rubber Company and its subsidiaries, and such
First Lien Secured Parties are intended third party beneficiaries of such
provisions and the provisions of the Lenders Lien Subordination and
Intercreditor Agreement.
SECTION 9.17. Effect of Restatement. This Agreement shall supersede
the Existing Credit Agreement from and after the Restatement Date with respect
to the transactions hereunder and with respect to the loans outstanding under
the Existing Credit Agreement as of the Restatement Date. The parties hereto
acknowledge and agree, however, that (a) this Agreement and all other Credit
Documents executed and delivered
104
herewith do not constitute a novation, payment and reborrowing or termination of
the Obligations under the Existing Credit Agreement and the other Credit
Documents as in effect prior to the Restatement Date, (b) such Obligations are
in all respects continuing with only the terms being modified as provided in
this Agreement and the other Credit Documents, (c) the liens and security
interests in favor of the Collateral Agent for the benefit of the Credit Parties
securing payment of such Obligations are in all respects continuing and in full
force and effect with respect to all Obligations and (d) all references in the
other Credit Documents to the Credit Agreement shall be deemed to refer without
further amendment to this Agreement.
SECTION 9.18. USA Patriot Act Notice. Each Lender and each Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Act"), it is required to obtain,
verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will
allow such Lender or such Agent, as applicable, to identify the Borrower in
accordance with the Act.
SECTION 9.19. Austrian Matters.
(a) Notices with respect to Austria. Each party to this Agreement
agrees that it will (i) only send notices and other written references to this
Agreement or any other Credit Document (the Agreement, the Credit Documents and
any notices or other written references to the Agreement or any other Credit
Document, each, a "Stamp Duty Sensitive Document") to or from Austria by email
which do not contain the signature of any party (whether manuscript or
electronic, including, for the avoidance of doubt, the name of an individual or
other entity) and (ii) not send fax or scanned copies of a signed Stamp Duty
Sensitive Document to or from Austria.
(b) Agreement to be Kept Outside Austria. No party to this Agreement
shall bring or send to or otherwise produce in Austria (x) an original copy,
notarised copy or certified copy of any Stamp Duty Sensitive Document, or (y) a
copy of any Stamp Duty Sensitive Document signed or endorsed by one or more
parties other than in the event that:
(i) this does not cause a liability of a party to this Agreement
to pay stamp duty in Austria;
(ii) a party to this Agreement wishes to enforce any of its
rights under or in connection with such Stamp Duty Sensitive Document
in Austria and is only able to do so by bringing, sending to or
otherwise producing in Austria (x) an original copy, notarised copy or
certified copy of the relevant Stamp Duty Sensitive Document or (y) a
copy of any Stamp Duty Sensitive Document signed or endorsed by one or
more parties and it would not be sufficient for that party to bring,
send to or otherwise produce in Austria a simple copy (i.e. a copy
which is not an original copy, notarised copy or certified copy) of
the relevant Stamp Duty
105
Sensitive Document for the purposes of such enforcement. In connection
with the foregoing, each party to this Agreement agrees that in any
form of proceedings in Austria simple copies may be submitted by
either party to this Agreement and undertakes to refrain from (I)
objecting to the introduction into evidence of a simple copy of any
Stamp Duty Sensitive Document or raising a defence to any action or to
the exercise of any remedy for the reason of an original or certified
copy of any Stamp Duty Sensitive Document not having been introduced
into evidence, unless such simple copy actually introduced into
evidence does not accurately reflect the content of the original
document and (II) contesting the authenticity (Echtheit) of a simple
copy of any such Stamp Duty Sensitive Document before an Austrian
court or authority, unless such simple copy does not accurately
reflect the content of the original document; or
(iii) a party to this Agreement is required by law, governmental
body, court, authority or agency pursuant to any law or legal
requirement (whether for the purposes of initiating, prosecuting,
enforcing or executing any claim or remedy or enforcing any judgment
or otherwise), to bring an original, notarised copy or certified copy
of any Stamp Duty Sensitive Document into Austria.
(c) Austrian Stamp Duty. Notwithstanding any other provisions in any
of the Credit Documents, if any liability to pay Austrian stamp duties is
triggered:
(i) as a result of a party to this Agreement (1) breaching its
obligations under paragraph (a), (b) or (d) of this Section, or (2)
booking its Loans or making or accepting performance of any rights or
obligations under this Agreement or any of the other Credit Documents
through an entity organized under the laws of the Republic of Austria
or a branch or an Affiliate, located or organized in the Republic of
Austria, of an entity organized under the laws of a jurisdiction other
than the Republic of Austria, that party shall pay such stamp duties;
and
(ii) in circumstances other than those described in clause (i) of
this paragraph (c), the Borrower shall be liable for the payment of
all such stamp duties.
(d) Place of Performance Outside Austria. Each of the parties hereto
agrees that the exclusive place of performance (Erfullungsort) for all rights
and obligations under this Agreement and the other Credit Documents shall be
outside the Republic of Austria, and the payment of amounts under this Agreement
must be made to a bank account outside the Republic of Austria. The
Administrative Agent, the Collateral Agent and each Lender agrees to designate
and maintain one or more accounts at one or more lending offices located outside
the Republic of Austria to which all amounts payable to such party under this
Agreement and the other Credit Documents shall be made.
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.
THE GOODYEAR TIRE & RUBBER COMPANY,
by /s/ Damon J. Audia
-------------------------------------
Name: Damon J. Audia
Title: Vice President and Treasurer
JPMORGAN CHASE BANK, N.A., individually
and as Administrative Agent,
by /s/ Bernard J. Lillis
-------------------------------------
Name: Bernard J. Lillis
Title: Managing Director
DEUTSCHE BANK TRUST COMPANY AMERICAS,
individually and as Collateral Agent,
by /s/ Carin Keegan
-------------------------------------
Name: Carin Keegan
Title: Vice President
by /s/ Omayra Laucella
-------------------------------------
Name: Omayra Laucella
Title: Vice president
THE GOODYEAR TIRE & RUBBER COMPANY
AMENDED AND RESTATED
SECOND LIEN CREDIT AGREEMENT
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
AIM FLOATING RATE FUND
by /s/ Thomas Ewald
-------------------------------------
Name: Thomas Ewald
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
THE GOODYEAR TIRE & RUBBER COMPANY
AMENDED AND RESTATED
SECOND LIEN CREDIT AGREEMENT
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
ATLAS LOAD FUNDING (HARTFORD), LLC
by /s/ Diana M. Himes
-------------------------------------
Name: Diana M. Himes
Title: Vice President
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
ATLAS LOAD FUNDING (NAVIGATOR), LLC
by /s/ Diana M. Himes
-------------------------------------
Name: Diana M. Himes
Title: Vice President
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
AURUM CLO 2002-1 LTD.
by /s/ Eric S. Meyer
-------------------------------------
Name: Eric S. Meyer
Title: Director
by /s/ Mark Rigazio
-------------------------------------
Name: Mark Rigazio
Title: Vice President
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
AVALON CAPITAL LTD. 3
by /s/ Thomas Ewald
-------------------------------------
Name: Thomas Ewald
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
BALLANTYNE FUNDING LLC
by /s/ Kristi Milton
-------------------------------------
Name: Kristi Milton
Title: Assistant Vice president
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
BEAR STEARNS INSTITUTIONAL LOAN MASTER
FUND
by /s/ Jonathan Berg
-------------------------------------
Name: Jonathan Berg
Title: Associate Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
BEAR STEARNS LOAN TRUST
by /s/ Jonathan Berg
-------------------------------------
Name: Jonathan Berg
Title: Associate Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
BELHURST CLO LTD.
by /s/ Thomas Ewald
-------------------------------------
Name: Thomas Ewald
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
BOSTON HARBOR CLO 2004-1, LTD.
by /s/ Beth Mazor
-------------------------------------
Name: Beth Mazor
Title: Vice President
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
BUSHNELL CBNA LOAN FUNDING LLC
by /s/ Jeff Parkinson
-------------------------------------
Name: Jeff Parkinson
Title: Attorney
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
CHAMPLAIN CLO, LTD.
by /s/ Thomas Ewald
-------------------------------------
Name: Thomas Ewald
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
CITADEL HILL 2000 LTD.
by /s/ Ken Irvine
-------------------------------------
Name: Ken Irvine
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
CITIBANK, N.A.
by /s/ Christine M. Kanicki
-------------------------------------
Name: Christine M. Kanicki
Title: Attorney
by
-------------------------------------
Name:
----------------------------------
Title:
----------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
DEUTSCHE BANK AG LONDON BRANCH
by /s/ Edward Schaffer
-------------------------------------
Name: Edward Schaffer
Title: Vice President
by /s/ Deirdre Whorton
-------------------------------------
Name: Deirdre Whorton
Title: Assistant Vice President
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
DIVERSIFIED CREDIT PORTFOLIO LTD.
by /s/ Thomas Ewald
-------------------------------------
Name: Thomas Ewald
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
ESPERANCE
by /s/ Neam Ahmed
-------------------------------------
Name: Neam Ahmed
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
FLAGSHIP CLO III
by /s/ Eric S. Meyer
-------------------------------------
Name: Eric S. Meyer
Title: Director
by /s/ Mark Rigazio
-------------------------------------
Name: Mark Rigazio
Title: Vice President
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
FLAGSHIP CLO IV
by /s/ Eric S. Meyer
-------------------------------------
Name: Eric S. Meyer
Title: Director
by /s/ Mark Rigazio
-------------------------------------
Name: Mark Rigazio
Title: Vice President
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
FLAGSHIP CLO V
by /s/ Eric S. Meyer
-------------------------------------
Name: Eric S. Meyer
Title: Director
by /s/ Mark Rigazio
-------------------------------------
Name: Mark Rigazio
Title: Vice President
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
FLAGSHIP CLO VI
by /s/ Eric S. Meyer
-------------------------------------
Name: Eric S. Meyer
Title: Director
by /s/ Mark Rigazio
-------------------------------------
Name: Mark Rigazio
Title: Vice President
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
FOOTHILL CLO I, LTD.
by /s/ Scott P. Quigley
-------------------------------------
Name: Scott P. Quigley
Title: Vice President
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
THE FOOTHILL GROUP, INC.
by /s/ Scott P. Quigley
-------------------------------------
Name: Scott P. Quigley
Title: Vice President
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
GALLATIN CLO II 2005-1 LTD.
by /s/ Jonathan Berg
-------------------------------------
Name: Jonathan Berg
Title: Associate Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
GALLATIN FUNDING I LTD.
by /s/ Jonathan Berg
-------------------------------------
Name: Jonathan Berg
Title: Associate Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
GRAYSTON CLO 2004-1 LTD.
by /s/ Jonathan Berg
-------------------------------------
Name: Jonathan Berg
Title: Associate Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
GREENWICH INTERNATIONAL, LTD.
by /s/ Brett Kibbe
-------------------------------------
Name: Brett Kibbe
Title: Senior Vice President
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
HALCYON FUND, L.P.
by /s/ Aaron Goldberg
-------------------------------------
Name: Aaron Goldberg
Title: Chief Financial Officer
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
HALCYON LOAN INVESTORS CLO 1, LTD.
by /s/ Aaron Goldberg
-------------------------------------
Name: Aaron Goldberg
Title: Chief Financial Officer
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
HALCYON LOAN INVESTORS CLO II, LTD.
by /s/ Aaron Goldberg
-------------------------------------
Name: Aaron Goldberg
Title: Chief Financial Officer
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
HALCYON STRUCTURED ASSET MANAGEMENT
CLO I LTD.
by /s/ Aaron Goldberg
-------------------------------------
Name: Aaron Goldberg
Title: Chief Financial Officer
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
THE HARTFORD MUTUAL FUNDS, INC.
by /s/ Carlos R. Fogel
-------------------------------------
Name: Carlos R. Fogel
Title: Vice President
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
KATONAH V, LTD.
by /s/ Thomas Ewald
-------------------------------------
Name: Thomas Ewald
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
LAGUNA FUNDING LLC
by /s/ Kristi Milton
-------------------------------------
Name: Kristi Milton
Title: Assistant Vice President
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
LANDMARK CDO LIMITED
by /s/ David S. Jepsky
-------------------------------------
Name: David S. Jepsky
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
LANDMARK II CDO LIMITED
by /s/ David S. Jepsky
-------------------------------------
Name: David S. Jepsky
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
LANDMARK III CDO LIMITED
by /s/ David S. Jepsky
-------------------------------------
Name: David S. Jepsky
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
LANDMARK V CDO LIMITED
by /s/ David S. Jepsky
-------------------------------------
Name: David S. Jepsky
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
LOAN FUNDING IX LLC
by /s/ Thomas Ewald
-------------------------------------
Name: Thomas Ewald
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
MAINSTAY FLOATING RATE FUND
by /s/ F. David Melka
-------------------------------------
Name: F. David Melka
Title: Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
MAINSTAY INCOME MANAGER FUND
by /s/ F. David Melka
-------------------------------------
Name: F. David Melka
Title: Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
MAINSTAY VP FLOATING RATE PORTFOLIO
by /s/ F. David Melka
-------------------------------------
Name: F. David Melka
Title: Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
MAINSTAY INCOME MANAGER FUND
by /s/ F. David Melka
-------------------------------------
Name: F. David Melka
Title: Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
MAINSTAY VP FLOATING RATE PORTFOLIO
by /s/ F. David Melka
-------------------------------------
Name: F. David Melka
Title: Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
MALIBU CBNA LOAN FUNDING LLC
by /s/ Jeff Parkinson
-------------------------------------
Name: Jeff Parkinson
Title: Attorney
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
MORGAN STANLEY SENIOR FUNDING, INC.
by /s/ Donna M. Souza
-------------------------------------
Name: Donna M. Souza
Title: Vice President
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
MOSELLE CLO S.A.
by /s/ Thomas Ewald
-------------------------------------
Name: Thomas Ewald
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
NANTUCKET CLO I LTD.
by /s/ Andrew Wigren
-------------------------------------
Name: Andrew Wigren
Title: Portfolio Manager
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
NAUTIQUE FUNDING LTD.
by /s/ Thomas Ewald
-------------------------------------
Name: Thomas Ewald
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
NEW YORK LIFE INSURANCE COMPANY
by /s/ F. David Melka
-------------------------------------
Name: F. David Melka
Title: Corporate Vice President
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
by /s/ F. David Melka
-------------------------------------
Name: F. David Melka
Title: Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
NYLIM FLATIRON CLO 2003-1 LTD.
by /s/ F. David Melka
-------------------------------------
Name: F. David Melka
Title: Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
NYLIM FLATIRON 2004-1 LTD.
by /s/ F. David Melka
-------------------------------------
Name: F. David Melka
Title: Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
NYLIM FLATIRON 2005-1 LTD.
by /s/ F. David Melka
-------------------------------------
Name: F. David Melka
Title: Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
NYLIM FLATIRON 2006-1 LTD.
by /s/ F. David Melka
-------------------------------------
Name: F. David Melka
Title: Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
NYLIM INSTITUTIONAL FLOATING RATE FUND
L.P.
by /s/ F. David Melka
-------------------------------------
Name: F. David Melka
Title: Director
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
PINEHURST TRADING INC.
by /s/ Kristi Milton
-------------------------------------
Name: Kristi Milton
Title: Assistant Vice President
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
SAGAMORE CLO LTD.
by /s/ Thomas Ewald
-------------------------------------
Name: Thomas Ewald
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
SARATOGA CLO I, LIMITED
by /s/ Thomas Ewald
-------------------------------------
Name: Thomas Ewald
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
STEDMAN CBNA LOAN FUNDING LLC
by /s/ Jeff Parkinson
-------------------------------------
Name: Jeff Parkinson
Title: Attorney
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
TRUMBULL THC2 LOAN FUNDING LLC
by /s/ Jeff Parkinson
-------------------------------------
Name: Jeff Parkinson
Title: Attorney
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
WASATCH CLO LTD.
by /s/ Thomas Ewald
-------------------------------------
Name: Thomas Ewald
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to
The Goodyear Tire & Rubber Company's
Amended and Restated Second Lien
Credit Agreement Dated as of
April 20, 2007
LENDER
WATERVILLE FUNDING LLC
by /s/ Kristi Milton
-------------------------------------
Name: Kristi Milton
Title: Assistant Vice President
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Schedule 1.01A to
Amended and Restated
Second Lien Credit Agreement
Consent Subsidiaries
- - Goodyear Dunlop Tires North America, Ltd.
- - Utica Converters, Inc.
- - Goodyear-SRI Global Purchasing Company
- - Goodyear-SRI Global Technology LLC
- - Goodyear Australia Pty Limited
- - Goodyear Lastikleri Turk Anonim Sirketi
- - Goodyear Dalian Tire Company Ltd.
- - Goodyear South Asia Tyres Private Ltd
- - Goodyear India Limited
- - Goodyear Maroc S.A.
Schedule 1.01B to
Amended and Restated
Second Lien Credit Agreement
Mortgaged Properties
1. Amended and Restated Second Priority Fee and Leasehold Mortgage, Assignment
of Leases and Rents, Security Agreement and Financing Statement, dated as
of April 20, 2007 by and between the Company, as Mortgagor, and Deutsche
Bank Trust Company Americas, as Mortgagee, for certain improved real
property and a leasehold interest as more fully described therein and
located in or about Gadsden, Etowah County, Alabama.
2. Amended and Restated Second Priority Mortgage, Assignment of Leases and
Rents, Security Agreement and Financing Statement, dated as of April 20,
2007 by and between the Company, as Mortgagor, and Deutsche Bank Trust
Company Americas, as Mortgagee, for certain improved real property as more
fully described therein and located in or about Topeka, Shawnee County,
Kansas.
3. Amended and Restated Second Priority Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Financing Statement, dated as of April
20, 2007 by and between The Kelly-Springfield Tire Corporation, as Grantor,
and First American Title Insurance Company, as Trustee for the benefit of
Deutsche Bank Trust Company Americas, as Beneficiary, for certain improved
real property as more fully described therein and located in or about
Fayetteville, Cumberland County, North Carolina.
4. Amended and Restated Second Priority Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Financing Statement, dated as of April
20, 2007 by and between the Company, as Grantor, and First American Title
Insurance Company, as Trustee for the benefit of Deutsche Bank Trust
Company Americas, as Beneficiary, for certain undeveloped real property as
more fully described therein and located at or about State Road 1503 in
Caswell County, North Carolina.
5. Amended and Restated Second Priority Open-End Mortgage, Assignment of
Leases and Rents, Security Agreement and Financing Statement, dated as of
April 20, 2007 by and between the Company, as Mortgagor, and Deutsche Bank
Trust Company Americas, as Mortgagee, for certain improved real property as
more fully described therein and located in or about Akron, Summit County,
Ohio.
6. Amended and Restated Second Priority Mortgage (With Power of Sale),
Assignment of Leases and Rents, Security Agreement and Financing Statement,
dated as of April 20, 2007 by and between the Company, as Mortgagor, and
Deutsche Bank Trust Company Americas, as Mortgagee, for certain improved
real property as more fully described therein and located in or about
Lawton, Comanche County, Oklahoma.
7. Amended and Restated Second Priority Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Financing Statement, dated as of April
20, 2007 by and between the Company, as Grantor, and Mark A. Rosser, as
Trustee for the benefit of Deutsche Bank Trust Company Americas, as
Beneficiary, for certain improved real property as
more fully described therein and located in or about Union City, Obion
County, Tennessee.
8. Amended and Restated Second Priority Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Financing Statement, dated as of April
20, 2007 by and between the Company, as Grantor, and James DeBoer, as
Trustee for the benefit of Deutsche Bank Trust Company Americas, as
Beneficiary, for certain improved real property as more fully described
therein and located in or about Danville, Pittsylvania County, Virginia.
Schedule 1.01C to
Amended and Restated
Second Lien Credit Agreement
Senior Subordinated-Lien Indebtedness
- - All Senior Subordinated-Lien Indebtedness and the related Liens shall
satisfy the requirements set forth in the definition of Senior
Subordinated-Lien Indebtedness.
- - The documentation establishing or evidencing any Senior Subordinated-Lien
Indebtedness ("SSLI Documentation") shall contain no maintenance financial
covenants that are not contained in this Agreement, and the financial
levels or ratios requited to be maintained by any such covenants shall be
no more restrictive than those required to be maintained by corresponding
covenants of this Agreement (it being understood that additional
maintenance financial covenants may be included in any SSLI Documentation
and, if they are, they shall automatically be included in this Agreement).
- - The SSLI Documentation shall permit (specifically, and not through a basket
that could be exhausted by other financings) the refinancing of all
Indebtedness under this Agreement, the Second Lien Agreement and the
European Facilities Agreement (or any refinancing Indebtedness in respect
thereto) with new Indebtedness having a maturity no sooner than, a weighted
average life no shorter than, and an aggregate principal amount or accreted
value no greater than the fully drawn amount (plus fees and expenses,
including any premium and defeasance costs of refinancing) of the
refinanced indebtedness or commitments thereunder and secured on the same
basis as the Indebtedness refinanced.
- - The SSLI Documentation shall not restrict (except for restrictions that a
Financial Officer of the Borrower shall have represented in a certificate
to the Administrative Agent (which shall be deemed to be a Credit Document)
will not materially interfere with the Borrower's ability to effect) the
securing of Indebtedness under this Agreement, the Second Lien Agreement or
the European Facilities Agreement or any refinancing Indebtedness in
respect thereof or the cash collateralization of any letter of credit
exposure thereunder (but may require that if Indebtedness under this
Agreement, the Second Lien Agreement or the European Facilities Agreement
or related refinancing Indebtedness is secured by assets not securing the
Indebtedness under this Agreement, the Second Lien Agreement or the
European Facilities Agreement on the Effective Date, a junior lien on such
assets, subordinated under the Lien Subordination and Intercreditor
Agreement, (or in the case of any lien granted by any Grantor to secure
indebtedness under the European Facility Agreement, a ratable or junior
lien on such assets) must be granted to secure the Senior Subordinated-Lien
Indebtedness).
- - The SSLI Documentation shall not restrict (except for restrictions that a
Financial Officer of the Borrower shall have represented in a certificate
to the Administrative Agent (which shall be deemed to be a Credit Document)
will not
materially interfere with the Borrower's ability to effect) the use of
proceeds from any sale, transfer or other disposition of assets owned
directly by (a) the Borrower or any Grantor to repay or prepay Indebtedness
under this Agreement or the Second Lien Agreement or refinancing
Indebtedness in respect thereof or to cash collateralize any letter of
credit exposure thereunder, or (b) the European JV or any of its
subsidiaries to repay or prepay Indebtedness under the European Facilities
Agreement or refinancing Indebtedness in respect thereof or to cash
collateralize any letter of credit exposure thereunder.
SCHEDULE 2.01
TO AMENDED AND RESTATED
SECOND LIEN CREDIT AGREEMENT
CONTINUING LENDERS LOANS
- --------------------------------------------------------------------------- ----------------------
AIM Floating Rate Fund $ 400,000.00
Atlas Loan Funding (Hartford), LLC 1,500,000.00
Atlas Loan Funding (Navigator), LLC 750,000.00
Aurum CLO 2002-1 Ltd. 6,480,602.40
Avalon Capital Ltd. 3 1,750,000.00
Ballantyne Funding LLC 2,000,000.00
Bear Stearns Institutional Loan Master Fund 1,000,000.00
Bear Stearns Loan Trust 1,000,000.00
Belhurst CLO Ltd. 2,750,000.00
Boston Harbor CLO 2004-1, Ltd. 3,000,000.00
Bushnell CBNA Loan Funding LLC 1,000,000.00
Champlain CLO, Ltd. 2,600,000.00
Citadel Hill 2000 Ltd 3,000,000.00
Citibank, N.A. 3,438,625.00
Deutsche Bank AG London Branch 14,000,000.00
Diversified Credit Portfolio Ltd. 800,000.00
Esperance 4,000,000.00
Flagship CLO III 4,561,638.83
Flagship CLO IV 5,500,000.00
Flagship CLO V 5,000,000.00
Flagship CLO VI 5,221,680.58
Foothill CLO I, Ltd. 4,516,671.58
The Foothill Group, Inc. 5,000,000.00
Gallatin CLO II 2005-1 Ltd. 6,500,000.00
Gallatin Funding I Ltd. 5,000,000.00
Grayston CLO II 2004-1 Ltd. 4,750,000.00
Greenwich International, Ltd. 12,000,000.00
Halcyon Fund, L.P. 40,927,390.00
Halcyon Loan Investors CLO I, Ltd. 3,000,000.00
Halcyon Loan Investors CLO II, Ltd. 2,000,000.00
Halcyon Structured Asset Management CLO I Ltd. 6,000,000.00
The Hartford Mutual Funds, Inc., on behalf of the Hartford Floating Rate Fund 7,000,000.00
Katonah V, Ltd. 500,000.00
Laguna Funding LLC 750,000.00
Landmark CDO Limited 5,360,000.00
Landmark II CDO Limited 3,350,000.00
Landmark III CDO Limited 1,600,000.00
Landmark V CDO Limited 4,690,000.00
Loan Funding IX LLC 1,750,000.00
MainStay Floating Rate Fund 4,250,000.00
MainStay Income Manager Fund 500,000.00
MainStay VP Floating Rate Portfolio 1,500,000.00
Malibu CBNA Loan Funding LLC 1,000,000.00
Morgan Stanly Senior Funding, Inc. 3,000,000.00
Moselle CLO S.A. 2,000,000.00
Nantucket CLO I Ltd 3,000,000.00
Nautique Funding Ltd. 2,000,000.00
New York Life Insurance Company 5,360,000.00
New York Life Insurance and Annuity Corporation 6,140,000.00
NYLIM Flatiron CLO 2003-1 Ltd. 3,250,000.00
NYLIM Flatiron CLO 2004-1 Ltd. 3,250,000.00
NYLIM Flatiron CLO 2005-1 Ltd. 3,000,000.00
NYLIM Flatiron CLO 2006-1 Ltd. 5,750,000.00
NYLIM Institutional Floating Rate Fund L.P. 1,000,000.00
Pinehurst Trading Inc 1,000,000.00
Sagamore CLO Ltd. 1,800,000.00
Saratoga CLO I, Limited 2,600,000.00
Stedman CBNA Loan Funding LLC 3,000,000.00
Trumbull THC2 Loan Funding LLC 2,750,000.00
Wasatch CLO Ltd 2,800,000.00
Waterville Funding LLC 9,000,000.00
----------------------
TOTAL $ 252,396,608.39
======================
JPMorgan Chase Bank, N.A. $ 947,603,391.61
----------------------
TOTAL $ 1,200,000,000.00
======================
Schedule 3.10(b) to
Amended and Restated
Second Lien Credit Agreement
Mortgaged Properties
Etowah County, Alabama
Shawnee County, Kansas
Caswell County, North Carolina
Cumberland County, North Carolina
Summit County, Ohio
Comanche County, Oklahoma
Union City, Obion County, Tennessee
Pittsylvania, Virginia
Schedule 3.10(c) to
Amended and Restated
Second Lien Credit Agreement
Material Intellectual Property
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- -------- --- ------- -------- ---------- ----------------- ----- ------------------------------ -----------------------------
1987-325 USA 4823855 04/25/89 11/23/07 Tire -Passenger & GTR WRANGLER MT - PNEUMATIC TIRE GALANTE R L; GOERGEN
Truck TREAD PATTERN R; HITZKY L J;
KOLOWSKI M A; MILLER F W;
HOPKINS W M; WAIBEL T J
1988-022 USA 4832101 05/23/89 02/17/08 Tire -Passenger & GTR PNEUMATIC TIRES WELTER T N H
Truck
1987-034 USA 4832103 05/23/89 02/17/08 Tire -Passenger & GTR PNEUMATIC TIRE HAVING PLURAL SLIVKA J J; WELTER T N H
Truck ARAMID CARCASS PLIES
1987-409 USA 4854446 08/08/89 08/03/08 Engineered GTR ELECTRICAL CONDUCTOR STRADER D S
Products
1986-227 USA 4854612 08/08/89 04/11/08 Engineering GTR TIRE BUILDING DRUM SHAFT CUBRIC R; ROEDSETH J K
Components, CONNECTION
Processe
1986-288 USA 4855008 08/08/89 05/09/08 Engineering GTR EXPANDABLE TIRE BUILDING DRUM TERRADO A R
Components,
Processe
1986-171 USA 4856571 08/15/89 06/11/07 Tire-Passenger & GTR EAGLE GA - PNEUMATIC TIRE LARDO C; COLLETTE J J M V;
Truck DAUVISTER P M J;
JONETTE B
1987-282 USA 4859272 08/22/89 06/22/08 Engineering GTR RADIAL TIRE BELT FOLDING DRUM LOVELL J A; MEDVED G E;
Components, WHITE JR
Processe
1991-481 USA 4871409 10/03/89 11/05/07 Engineering GTR APPARATUS FOR LAYING A PERKINS D J B
Components, CONTINUOUS STRIP OF
Processe ELASTOMERIC MATERIAL ONTO A
SURFACE [HOWDINS]
1986-349 USA 4877072 10/31/89 12/17/07 Tire -Passenger & GTR TREAD FOR LEFT AND RIGHT FONTAINE J F L
Truck VEHICLE TIRES
1987-116 USA 4877073 10/31/89 02/17/08 Tire -Passenger & GTR CABLES AND TIRES REINFORCED BY THISE-FOURGON M-R C A;
Truck SAID CABLES REUTER R F
1987-366 USA 4903998 02/27/90 08/31/08 Engineered GTR BRANCHED HOSE CONSTRUCTION STANLEY J H
Products
1985-109 USA 4909876 03/20/90 03/20/07 Engineering GTR APPARATUS AND METHOD FOR BAKER D E; BOWEN G L;
Components, ROLLING BEAD RINGS THIELE J R
Processe
1985-130 USA 4922985 05/08/90 05/08/07 Tire-Passenger & GTR PNEUMATIC TIRES GASOWSKI C J; KOLOWSKI
Truck M A; SMITHKEY J C JR;
FORD T L
1988-143 USA 4926918 05/22/90 02/21/09 Tire OTR, Farm, GTR PNEUMATIC TIRE DEMORE J III; LUKICH L T;
Aircraft, HINKEL W W
Specialty
1988-270 USA 4926919 05/22/90 11/14/08 Tire -Passenger & GTR WRANGLER HT - VEHICLE TIRE HOPKINS W M;
Truck WITH RIB TYPE TREAD PATTERN BRIGHTWELL R A; YOUNG
HAVING SIPES ACROSS THE RIBS R A; CLARK J K; MILLER
F W; GALANTE R L;
WAIBEL T J; KOLOWSKI M A
1986-242 USA 4929298 05/29/90 05/13/08 Engineering GTR TIRE BUILDING DRUM INCLUDING WANTZ A; VAN DER POEL R J
Components, AN EXPANDABLE SEGMENTAL
Processe CYLINDER ASSEMBLY AND A VACUUM
CHAMBER
1988-355 USA 4957970 09/18/90 01/23/09 Compound GTR PACKAGE FOR COMPOUNDING RUBBER HOLSAPPLE R L; KAY JA
Technology AND COMPOUNDED RUBBER
1984-227 USA 4962803 10/16/90 10/16/07 Tire OTR, Farm, GTR A PNEUMATIC TIRE WELTER T N H
Aircraft,
Specialty
1986-320 USA 4976804 12/11/90 05/05/09 Engineering GTR EXPANDABLE TIRE BUILDING DRUM KNEIP F
Components,
Processe
1988-369 USA 4989658 02/05/91 06/09/09 Tire -Passenger & GTR BELT OVERLAY STRUCTURE FOR MAATHIUS A G; SPIELMANN J;
Truck PNEUMATIC TIRES BEER K; OARE T R
1985-135 USA 5005613 04/09/91 04/09/08 Engineered GTR LIGHT WEIGHT FLEXIBLE COAXIAL STANLEY J H
Products VAPOR RECOVERY HOSE
Page 1 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- -------- --- ------- -------- ---------- ----------------- ----- ------------------------------ -----------------------------
1986-173 USA 5005808 04/09/91 04/09/08 Engineered GTR AIRSPRING END MEMBER AND MOEGLIN S J; WARMUTH I
Products AIRSPRING ASSEMBLY J II
1988-369 USA 5007974 04/16/91 06/09/09 Tire -Passenger & GTR BELT OVERLAY STRUCTURE FOR MAATHIUS A G;
Truck PNEUMATIC TIRES SPIELMANN J; BEER K;
OARE T R
1987-269 USA 5014762 05/14/91 05/26/09 Tire -Passenger & GTR ANGLED OVERLAY FOR TIRES BEER K; RICHARDS G W;
Truck OARE T R; BROWN T A;
WELLS T H
1988-385 USA 5017118 05/21/91 06/16/09 Engineering GTR APPARATUS FOR FORMING A LOOMAN E W JR; WOLBERT H A
Components, COEXTRUSION FROM EXTRUDED
Processe STRIPS
1986-133 USA 5042546 08/27/91 08/27/08 Tire -Passenger & GTR RADIAL-PLY PNEUMATIC TIRE WITH GOLDSTEIN A A; FORNEY
Truck REVERSE CURVATURE CARCASS PLY J M; LOSER R P
1987-023 USA 5053246 10/01/91 03/30/10 Tire Fabric & GTR PROCESS FOR THE SURFACE SHUTTLEWORTH D;
Fiber TREATMENT OF POLYMERS FOR MOWDOOD S K; WADDELL W H;
Reinforcement REINFORCEMENT-TO-RUBBER BRENNER J L;
ADHESION OFSTEAD E A; RICHARDS J L
1989-442 USA 5085259 02/04/92 07/16/10 Tire -Passenger & GTR WRANGLER AT - TIRE TREAD GOERGEN R; KUMMER P
Truck
1989-186 USA 5087668 02/11/92 10/19/10 Compound GTR RUBBER BLEND AND TIRE WITH SANDSTROM P H; MASSIE
Technology TREAD THEREOF J D; VERTHE J J A;
HOLTZAPPLE G M;
DIROSSI R R
1989-651 USA 5088536 02/18/92 05/10/10 Tire -Passenger & GTR VECTOR 2 - ALL SEASON TYPE GRAAS M; CONSTANT M M W G
Truck TIRE TREAD
1989-240 USA 5095963 03/17/92 02/22/10 Tire-Passenger & GTR TIRE TREADS MAITRE B P
Truck
1991-486 USA 5108527 04/28/92 04/28/09 Engineering GTR A METHOD OF MANUFACTURE OF A GLOVER C J; GOODFELLOW A G
Components, TIRE AND APPARATUS THEREFOR
Processe
1987-312 USA 5118367 06/02/92 09/25/09 Tire Fabric & GTR PROCESS FOR TREATING A STARINSHAK T W
Fiber BRASS-PLATED STEEL WIRE
Reinforcement
1991-487 USA 5178714 01/12/93 01/12/10 Engineering GTR APPARATUS FOR THE MANUFACTURE GLOVER C J; GOODFELLOW A G
Components, OF A PNEUMATIC TIRE [HOWDINS]
Processe
1987-073 USA 5205546 04/27/93 02/10/12 Engineered GTR HYDRO-ELASTIC ENGINE MOUNT SCHISLER R C;
Products EISENZIMMER G W
1990-001 USA 5209705 05/11/93 05/29/12 Engineered GTR SYNCHRONOUS DRIVE BELT WITH GREGG M J W
Products OBLIQUE AND OFFSET TEETH
1988-525 USA 5211609 05/18/93 02/06/12 Engineered GTR ELASTOMERIC DRIVE BELT HAINES E L
Products
1988-136 USA 5215613 06/01/93 06/01/10 Tire Fabric & GTR METHOD FOR MAKING KNOTLESS SHEMENSKI R M;
Fiber BEAD BUNDLE, A BEAD BUNDLE RIGGENBACH E F;
Reinforcement MADE THEREBY, AND A TIRE PRAKASH A
INCORPORATING SAID BEADBUNDLE
1988-553 USA 5223061 06/29/93 10/01/10 Tire OTR, Farm, GTR MICROREINFORCEMENT NAVAUX S
Aircraft, IN THE FOLDED BELT
Specialty
1991-127 USA 5262213 11/16/93 09/14/12 Chemical R&D GTR STYRENE-BUTADIENE RUBBERS FOR RODGERS M B; HALASA A
TRUCK TIRES F; HSU W-L; MATRANA B
A; MEZYNSKI S M
1991-350 USA 5286011 02/15/94 12/04/12 Engineered GTR BUSH TYPE HYDRAULICALLY DAMPED STRAND M E
Products MOUNTING DEVICE
Page 2 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- -------- --- ------- -------- ---------- ----------------- ----- ------------------------------ -----------------------------
1992-344 USA 5300599 04/05/94 04/08/13 Chemical R&D GTR MODIFIED FOR ANIONIC HSU W-L; HALASA A F
POLYMERIZATION OF DIENE
MONOMERS
1988-286 USA 5303537 04/19/94 04/19/11 Tire Fabric & GTR APPARATUS FOR MAKING KOT K M; SEYLL R
Fiber METALLIC CORD
Reinforcement
1987-119 USA 5332018 07/26/94 07/26/11 Tire -Passenger & GTR BELT REINFORCING ASSEMBLY ROESGEN A E F; KUMMER P
Truck FOR A PNEUMATIC TIRE
1992-142 USA 5337815 08/16/94 10/05/12 Tire -Passenger & GTR PNEUMATIC TIRE HAVING GRAAS M
Truck IMPROVED WET TRACTION
1988-164 USA 5358191 10/25/94 10/25/11 Engineering GTR STORAGE AND SPLICING OF SMITH M W;LUNDELL D A;
Components, STRIP MATERIAL ROMAN J P
Processe
1992-373 USA 5368082 11/29/94 09/30/12 Tire -Passenger & GTR RADIAL PLY PNEUMATIC TIRE OARE T R; BRAYER R R;
Truck KAHRS J W; TRARES K C;
ROBINSON B A; MCQUATE
R D; KAHRS J W
1993-132 USA 5382198 01/17/95 01/26/14 Engineered GTR HELICALLY GROOVED JANNE M L
Products MULTI-RIBBED POWER
TRANSMISSION BELT
1992-200 USA 5385621 01/31/95 09/23/13 Engineering GTR TIRE BEAD WINDING APPARATUS GOLIGHTLY R W
Components, AND METHOD
Processe
1992-182 USA 5389187 02/14/95 06/30/13 Engineering GTR METHOD AND APPARATUS FOR MARKS P D; SMITH M W
Components, TIRE TREAD APPLICATION
Processe
1992-104 USA 5407005 04/18/95 04/04/14 Tire -Passenger & GTR EAGLE RSA - A TREAD FOR A CONSOLACION R E;
Truck TIRE BRAYER R R; CROYLE W L
1990-001 USA 5421789 06/06/95 06/06/12 Engineered GTR SYNCHRONOUS DRIVE PULLEY GREGG M J W
Products AND ITS COMBINATION WITH A
BELT HAVING OBLIQUE AND
OFFSET TEETH .
1993-015 USA 5429168 07/04/95 11/16/13 Tire OTR, Farm, GTR AN IMPROVED OFF-THE-ROAD LOBB J F; COOK M W;
Aircraft, PNEUMATIC TIRE WELLS D E; LEWKOWICZ S Z
Specialty
1993-043 USA 5451646 09/19/95 12/05/14 Chemical R&D GTR TECHNIQUE FOR REDUCING THE CASTNER K F
MOLECULAR WEIGHT AND
IMPROVING THE
PROCESSABILITY OF HIGH
CIS-1,4 POLYBUTADIENE
1993-066 USA 5509455 04/23/96 04/12/14 Tire OTR, Farm, GTR AIRCRAFT TIRE INCLUDING WARCHOL J T; BRYANT G B;
Aircraft, REINFORCEMENT INSERTS MILLMIER R W
Specialty
1994-304C USA 5513560 05/07/96 01/05/15 Engineering GTR QUICK CHANGEOVER METHOD AND DOWNING D R; HEAD W J;
Components, APPARATUS FOR A CALENDER BENZING J A II
Processe APPARATUS
1993-150 USA 5524688 06/11/96 06/29/13 Tire -Passenger & GTR PNEUMATIC TIRE HAVING A TRARES K C; KOLOWSKI M A;
Truck HIGH ENDING TURNUP LOCKED KAHRS J W
BEAD CONSTRUCTION
1992-182 USA 5534093 07/09/96 07/09/13 Engineering GTR METHOD FOR TIRE TREAD MARKS P D; SMITH M W
Components, APPLICATION
Processe
1991-544 USA 5535994 07/16/96 11/30/13 Engineered GTR COMPOSITE AIR SPRING PISTON SAFREED C K JR
Products
1994-064 USA 5536348 07/16/96 06/30/15 Engineering GTR METHOD OF ASSEMBLY OF A CHLEBINA L E;TUBB G E;
Components, PRECURED TIRE TREAD TO AN LAURICH T A
Processe UNVULCANIZED CASING
Page 3 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ---------------- ----- ------------------------------ ---------------------------
1983-154 USA 5554242 09/10/96 09/10/13 Engineering GTR METHOD FOR MAKING A COOK M W; BROWN T E;
Components, MULTI-COMPONENT TIRE CARLSON J D; DAVISSON
Processe J A; MIHALIK M
1992-200 USA 5567269 10/22/96 10/22/13 Engineering GTR TIRE BEAD MAKING APPARATUS GOLIGHTLY R W
Components, WITH TWO WINDING TENSION
Processe LEVELS
1992-315 USA 5591288 01/07/97 01/07/14 Engineering GTR CONTOURED TIRE BUILDING DRUM CONGER K D; BECKER M
Components, AND METHOD OF BUILDING AN L; BEER K
Processe EXTENDED MOBILITY TIRE
DN1996-027 USA 5605951 02/25/97 02/20/16 Compound GTR SILICA REINFORCED RUBBER SANDSTROM P H; WIDEMAN L G
Technology COMPOSITION AND TIRE WITH
TREAD THEREOF
1993-178 USA 5609242 03/11/97 07/12/15 Engineered GTR STEEL CABLE CONVEYOR BELT HUTCHINS T G; TERREAU H L
Products WITH IMPROVED PENETRATION
AND RIP RESISTANCE
1993-382 USA 5620939 04/15/97 09/22/15 Chemical R&D GTR HIGH PERFORMANCE BLEND FOR HALASA A F; HSU W-L;
TIRE TREADS ZANZIG D J; SANDSTROM
P H; HENNING S K;
LUCAS D
1993-015 USA 5622576 04/22/97 11/16/13 Tire OTR, Farm, GTR OFF-THE-ROAD PNEUMATIC TIRE LOBB J F; COOK M W;
Aircraft, WITH SPECIFIED BEAD AREA WELLS D E; LEWKOWICZ S Z
Specialty DESIGN
1993-423 USA 5638732 06/17/97 09/02/14 Engineering GTR APPARATUS FOR CUTTING OF BECKER M L; BEER K;
Components, ELASTOMERIC MATERIALS DOWNING D R; DUNN W F;
Processe HART J M; LUNDELL D A
1992-373 USA 5639320 06/17/97 06/17/14 Tire-Passenger & GTR A RADIAL PLY PNEUMATIC TIRE OARE T R; BRAYER R R;
Truck ROBINSON B A; KAHRS J
W; TRARES K C; MCQUATE R D
1994-252 USA 5645660 07/08/97 06/28/15 Tire-Passenger & GTR DESIGN PATTERNS FOR A TIRE ATTINELLO J S; LANDERS S P
Truck SIDEWALL
1995-358 USA 5645661 07/08/97 11/18/11 Tire-Passenger & GTR TIRE SIDEWALL CLEMENTZ M; FELLER G;
Truck MERX R
1988-545 USA 5648153 07/15/97 07/15/14 Tire Fabric & GTR TIRE WITH HIGH STRENGTH HELFER F B; KIM D K;
Fiber REINFORCEMENT MORGAN J G; SHEMENSKI
Reinforcement R M; SINOPOLI I M;
NGUYEN G V
1993-382 USA 5654384 08/05/97 09/22/15 Chemical R&D GTR PROCESS FOR PREPARING HIGH HALASA A F; HSU W-L;
VINYL POLBUTADIENE RUBBER ZANZIG D J; SANDSTROM
SEE ALSO DN1996-125 P H; HENNING S K;
(08/685762), WHICH IS A CIP LUCAS D
OF THIS CASE
1993-318 USA 5658404 08/19/97 01/01/10 Tire-Passenger & GTR A RADIAL PNEUMATIC LIGHT SCARPITTI A J;
Truck TRUCK OR AUTOMOBILE TIRE KOLOWSKI M A; MILLER F
W; GILLIAM D W; TRARES
K C; BROWN S C; HOANG A N
1995-235 USA 5660652 08/26/97 07/14/15 Tire-Passenger & GTR G357 - TRUCK TIRE AND TREAD YOUNG D L; YOUNG A G
Truck FOR STEER AXLES
DN1996-037 USA 5672639 09/30/97 03/12/16 Tire Compounding GTR STARCH COMPOSITE REINFORCED CORVASCE F G; LINSTER T D;
RUBBER COMPOSITION AND TIRE THIELEN G M V
WITH AT LEAST ONE COMPONENT
THEREOF
Page 4 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ---------------- ----- ------------------------------ --------------------------
DN1996-021 USA 5679751 10/21/97 02/12/16 Chemical R&D GTR SOLUTION POLYMERIZATION HALASA A F; AUSTIN L E;
PROCESS FOR SYNTHESIS OF HSU W-L; GROSS B B
STYRENE-BUTADIENE OR
STYRENE-ISOPRENE RUBBER
DN1996-246 USA 5704862 01/06/98 01/13/17 Engineered GTR DUAL SIDED POLY-V DRIVE BELT JANNE M L; ANDERSON S M
Products AND PULLEY THEREFOR
DN1996-201 USA 5704999 01/06/98 10/04/16 Tire Compounding GTR RUBBER WEAR INDICATOR FOR LUKICH L T; ROENNAU R
MILITARY AIRCRAFT TIRES B; SANDSTROM P H
1995-068 USA 5709760 01/20/98 10/18/15 Engineering GTR THIN GAUGE, FINE DIAMETER PRAKASH A; HEAD W J;
Components, STEEL CORD REINFORCED TIRE TUBB G E; WOODS TK
Processe PLY FABRIC WHICH IS LAP
SPLICED
DN1996-030 USA 5725701 03/10/98 03/13/16 Tire OTR, Farm, GTR LOW PRESSURE ALL TERRAIN ROONEY TM;OARE TR
Aircraft, VEHICLE TIRE
Specialty
DN1996-072 USA 5730829 03/24/98 03/26/16 Engineering GTR TWO DRUM TURRET FOR TIRE CONGER K D; TESTA D C
Components, ASSEMBLY
Processe
1994-035 USA 5733399 03/31/98 12/15/15 Engineered GTR METHOD AND APPARATUS OF WOOD D B
Products MANUFACTURING SYNCHRONOUS
DRIVE BELT WITH TEETH WHICH
ARE AXIALLY INTERLOCKED WITH
A MOLD SURFACE
1994-193 USA 5743974 04/28/98 09/05/15 Testing, GTR PNEUMATIC TIRE HAVING PITCH WESOLOWSKI P J
Evaluation, SEQUENCING
Computer
1995-290 USA 5753057 05/19/98 09/05/15 Testing, GTR PNEUMATIC TIRE HAVING WESOLOWSKI P J
Evaluation, IMPROVED PITCH SEQUENCING
Computer
1995-289 USA 5759312 06/02/98 09/05/15 Testing, GTR PNEUMATIC TIRE HAVING PITCH WESOLOWSKI P J
Evaluation, SEQUENCING
Computer
1995-335 USA 5762740 06/09/98 12/15/15 Engineering GTR METHOD FOR BUILDING A BENZING J A II; HEAD W
Components, LAMINATE FROM AN ASSEMBLY OF J; DOWNING D R
Processe TIRE COMPONENTS TO FORM A
CASING
1995-122 USA 5779829 07/14/98 08/24/15 Tire Fabric & GTR PNEUMATIC TIRE HAVING A PRAKASH A; GILLIAM D W;
Fiber SINGLE CARCASS PLY TUBB GE
Reinforcement REINFORCED WITH METALLIC
CORDS, HIGH ENDING PLY,
TURNUP AND LOCKED BEAD
CONSTRUCTION
1994-064 USA 5827380 10/27/98 06/30/15 Engineering GTR PRECURED TIRE TREAD HAVING CHLEBINA L E; TUBB G E;
Components, SEALING PROJECTION FOR A LAURICH T A
Processe TRUCK TIRE FILE WRAPPER
CONTINUATION OF 94064-D-01
(APP NO. 08/642290)
1992-373 USA 5851324 12/22/98 12/22/15 Tire-Passenger & GTR A RADIAL PLY PNEUMATIC TIRE OARE T R; BRAYER R R;
Truck ROBINSON B A; KAHRS J
W; TRARES K C; MCQUATE R D
DN1997-119 USA 5871600 02/16/99 05/29/17 Tire-Passenger & GTR RUNFLAT TIRE WITH DIFFERENT OARE T R; PRAKASH A;
Truck MODULUS OR ELONGATION HALL R E; TUBB G E
CARCASS CORDS
Page 5 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- -------- ------- ---------- ---------------- ----- ------------------------------ ---------------------------
DN1997-108 USA 5871602 02/16/99 05/29/17 Tire-Passenger GTR TIRE WITH CARCASS TURN PAONESSA A C; SELOOVER M H;
& Truck UP ENDS UNDER BELT BECK J J JR; OARE T R;
STRUCTURE DANCY J G
1995-207 USA 5872179 02/16/99 06/07/15 Tire GTR TIRE WITH SILICA REINFORCED HUBBELL J K
Compounding TREAD
DN1996-031 USA 5879482 03/09/99 03/13/16 Tire OTR, Farm, GTR RUN-FLAT LOW-PRESSURE ALL ROONEY T M; OARE T R
Aircraft, TERRAIN VEHICLE (ATV) TIRE
Specialty
1995-089 USA 5886086 03/23/99 06/07/15 Tire GTR TIRE HAVING SILICA HUBBELL J K; CRAWFORD
Compounding REINFORCED TREAD M J
DN1997-118 USA 5908685 06/01/99 05/29/17 Fire Fabric & GTR ELASTOMERIC COMPOSITE PRAKASH A; OARE T
Fiber STRUCTURE R; TUBB G E; HALL R
Reinforcement E
DN1998-103 USA 5934652 08/10/99 05/28/18 Engineered GTR AIR SPRING BUMPER AND HOFACRE G D;
Products METHOD OF MOUNTING TROWBRIDGE M G;
SAFREED C K JR
DN1996-113 USA 6021829 02/08/00 07/18/16 Tire OTR, Farm, GTR MUD RUNNER - ROONEY T M
Aircraft, ALL-TERRAIN-VEHICLE
Specialty TIRE
DN1997-107 USA 6026878 02/22/00 05/29/17 Tire-Passenger GTR AN INEXTENSIBLE HIGH ZHANG Z; OARE T R;
& Truck TEMPERATURE RESISTANT PRAKASH A
RUNFLAT TIRE
DN1998-001 USA 6041839 03/28/00 01/19/18 Tire Fabric & GTR METALLIC 4+3 CORD SUSUTOGLU Y A M
Fiber FOR THE
Reinforcement REINFORCEMENT OF
ELASTOMERS
DN1999-036 USA 6051178 04/18/00 02/19/19 Engineered GTR METHOD AND APPARATUS FOR FIKE L T
Products MAKING AN ENDLESS RUBBER
TRACTOR TRACK
DN1996-030 USA 6070633 06/06/00 03/13/16 Tire OTR, Farm, GTR LOW PRESSURE ALL TERRAIN ROONEY T M; OARE T R
Aircraft, VEHICLE TIRE
Specialty
DN1998-016 USA 6075095 06/13/00 11/18/18 Chemical R&D GTR PROCESS FOR MAKING FIEDLER R D; JOHNSON
TIN-COUPLED RUBBERY E L
POLYMERS
DN1997-120 USA 6082423 07/04/00 06/09/17 Tire-Passenger GTR LOW COST LIGHT WEIGHT RADIAL ROESGEN A E F; SMITS
& Truck TIRE A; THISE-FOURGON M-R
C A; PACKBIER E G M;
CRAIG D P
DN1999-034 USA 6086811 07/11/00 04/29/18 Engineered GTR MOLDING SYSTEM FOR RUBBER FIKE L T
Products TRACTOR TRACKS GDYR ACQUIRED
RIGHTS FOR THIS APPLICATION
(OHIO 44278)
1994-064 USA 6089290 07/18/00 10/31/17 Engineering GTR PRECURED TIRE TREAD CHLEBINA L
Components, FOR A TRUCK TIRE AND E; TUBB G E;
Processe THE METHOD OF ASSEMBLY LAURICH T A
DN1996-107 USA 6105643 08/22/00 09/04/18 Tire-Passenger GTR ON/OFF ROAD RADIAL ROHWEDER E E;
& Truck PNEUMATIC LIGHT TRUCK OR MILLER F W;
AUTOMOBILE TIRE KOLOWSKI M A;
BROWN S C
1994-304D USA 6109322 08/29/00 01/05/15 Engineering GTR LAMINATE COMPOSITE BENZING J A
Components, STRUCTURE FOR MAKING AN II;HEAD W J;
Processe UNVULCANIZED CARCASS FOR A DOWNING D R;
RADIAL PLY TIRE AS AN VANNAN F F JR
INTERMEDIATE ARTICLE OF
MANUFACTURE
DN1997-091 USA 6112789 09/05/00 04/18/17 Tire Fabric & GTR PNEUMATIC TIRES MADE WITH REUTER R F
Fiber TEXTILE CARDS COMPRISING TWO
Reinforcement PORTIONS, THE FILAMENTS IN
THE SECOND RADIALLY INNER
PORTION BEING COMPACTED OR
FUSED
Page 6 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ---------------- ----- ------------------------------ ---------------------------
DN1998-099 USA 6123325 09/26/00 05/26/18 Engineered GTR AIRTIGHT END RETAINER FOR BUCHANAN K M; STRICKLER
Products AN AIRSPRING R A
1995-335 USA 6126780 10/03/00 12/15/15 Engineering GTR APPARATUS FOR BUILDING A BENZING J A II; HEAD W J;
Components, LAMINATE AND FORMING A DOWNING D R
Processe SUBASSEMBLY FOR A TIRE
DN1996-167 USA 6131633 10/17/00 11/30/18 Tire OTR, Farm, GTR PNEUMATIC TIRE WITH SLIVKA J J
Aircraft, BREAKER ASSEMBLY INCLUDING
Specialty RUBBER/FABRIC WEAR STRIP
DN1997-108 USA 6135181 10/24/00 05/29/17 Tire-Passenger GTR TIRE WITH BEAD FILLER PAONESSA A C; SELOOVER
& Truck RUNFLAT INSERTS M H; BECK J J JR; OARE
T R; DANCY J G
DN1997-119 USA 6135183 10/24/00 05/29/17 Tire-Passenger GTR RUNFLAT TIRE WITH DIFFERENT OARE T R; PRAKASH A;
& Truck MODULUS OR ELONGATION HALL R E; TUBB G E
CARCASS CORDS
DN1999-029 USA 6140434 10/31/00 01/08/19 Chemical R&D GTR SYNTHESIS OF HIGH VINYL HALASA A F; HSU W-L
RUBBER
DN1998-047 USA 6142205 11/07/00 03/13/18 Tire-Passenger GTR TIRE WITH COMPOSITE PLY BECK J J JR; TUBB G E;
& Truck STRUCTURE ABBOTT J R; LANDERS S
P; PRAKASH A; VANNAN F
F JR; BROYLES H D; BEER K
DN1997-048 USA 6153686 11/28/00 03/13/17 Engineered GTR HIGH MODULUS BELT GRANATOWICZ D S; MORRIS
Products COMPOSITION AND BELTS MADE M T; PILKINGTON M V;
THEREWITH TOMPKIN G R
DN1999-035 USA 6177042 01/23/01 11/23/18 Engineered GTR METHOD AND APPARATUS FOR FIKE L T
Products MAKING RUBBER TRACTOR
TRACKS GDYR ACQUIRED THE
RIGHTS TO THIS APPLICATION
(OHIO 48235)
DN1996-146 USA 6180210 01/30/01 09/26/16 Engineered GTR ABRASION RESISTANT ENERGY DEBUS J W
Products ABSORBING TREADMILL
WALKING/RUNNING BELT
DN1996-145 USA 6183582 02/06/01 08/22/16 Engineered GTR METHOD AND APPARATUS FOR GREGG M J W
Products PRODUCING SYNCHRONOUS
BELTS WITH TWO OR MORE
TRACKS OF HELICAL TEETH
DN1998-059 USA 6230773 05/15/01 03/17/18 Compound GTR TIRE WITH SIDEWALL CARCASS SANDSTROM P H; MCQUATE R D;
Technology REINFORCEMENT SINSKY M S
DN1999-177 USA 6234460 05/22/01 08/23/19 Engineered GTR PUSH-ON AIR SPRING BUMPER ARNOLD J E
Products
DN1999-229 USA 6250353 06/26/01 10/20/19 Tire-Passenger GTR AN ON/OFF ROAD TREAD FOR A MAXWELL P B
& Truck TIRE
DN1997-233 USA 6260594 07/17/01 01/24/20 Tire OTR, Farm, GTR INDUSTRIAL SERVICE BONKO M L; ROONEY T M
Aircraft, PNEUMATIC TIRE
Specialty
DN1999-100 USA 6261657 07/17/01 04/26/19 Engineered GTR HOSE CONSTRUCTION AINSWORTH C L; HENRY B
Products CONTAINING FLOUROPLASTIC
TERPOLYMERS
1992-373 USA 6263935 07/24/01 05/06/14 Tire-Passenger GTR RADIAL PLY PNEUMATIC OARE T R; BRAYER R R;
& Truck RUNFLAT TIRE THIS IS THE ROBINSON B A; KAHRS J
FIRST CONTINUATION OF W; TRARES K C; MCQUATE R D
1992-373-D-02
DN1996-122 USA 6264577 07/24/01 08/23/16 Engineered GTR SMART SPLICE HUTCHINS T G
Products
Page 7 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ---------------- ----- ------------------------------ ---------------------------
1994-064 USA 6264779 07/24/01 11/25/17 Engineering GTR METHOD OF CURING TIES CAPPELLI M R; LAURICH
Components, T A; REX W A; VANNAN F F JR
Processe
1988-545 USA 6273160 08/14/01 03/21/10 Tire Fabric & GTR TIRES WITH HIGH STRENGTH HELFER F B; KIM D K;
Fiber REINFORCEMENT MORGAN J G; SCHEMSKI R
Reinforcement M; SINOPOLI I M;
JEANPIERRE G; NGUYEN G V
DN1997-215 USA 6277317 08/21/01 12/02/17 Engineering GTR METHOD FOR BUILDING VANNAN F F JR; REX W
Components, PNEUMATIC TIRES IN AN A; YOVICHIN A J;
Processe IMPROVED TIRE MOLD STOILA G M JR; WOLBERT H A
DN1997-100 USA 6284180 09/04/01 05/16/17 Engineered GTR METHOD TO CURE ENDLESS
Products TRACK BELTS AND APPARATUS
THEREFOR
1994-064 USA 6290810 09/18/01 10/27/18 Engineering GTR MOLD FOR CURING PRECURED YOVICHIN A J; LAURICH T A
Components, TREADS TO TIRE CASINGS
Processe
DN1999-101 USA 6296329 10/02/01 05/12/19 Engineered GTR ENDLESS RUBBER TRACK AND RODGERS M B; KRISHNAN
Products VEHICLE CONTAINING SUCH R M; SANDSTROM P H;
TRACK MALY N A; GORDON L A
DN2000-178 USA 6307467 10/23/01 10/30/20 Tire-Passenger & GTR PROCESS AND APPARATUS FOR STARKEY G R; POLLACK R S
Truck RESETTING A
MICRO-MECHANICAL CONDITION
SENSOR
DN2000-180 USA 6307477 10/23/01 10/30/20 Tire-Passenger & GTR PROCESS AND APPARATUS FOR STARKEY G R; POLLACK R S
Truck RESETTING A DIRECTLY
RESETTABLE
MICRO-MECHANICAL
TEMPERATURE MEMORY SWITCH
DN2000-213 USA 6310152 10/30/01 10/24/20 Compound GTR SYNTHESIS OF ELASTOMERIC CASTNER K F
Technology HIGH TRANS-1,4-POLYBUTADIENE
DN1999-271 USA 6330984 12/18/01 12/30/19 Engineering GTR METHOD AND APPARATUS FOR BARKER B C; KUBINSKI D
Components, STORING STRIP MATERIAL C; MOFFATT R T;
Processe DYRLUND C D
DN1998-061 USA 6338374 01/15/02 05/15/20 Tire-Passenger & GTR RUNFLAT TIRE WITH FABRIC NGUYEN G V; CLOSE R P;
Truck UNDERLAY AND TREAD INSERT LANDERS S P
DN1998-185 USA 6341476 01/29/02 10/30/18 Engineering GTR APPARATUS FOR BUNDLING GOLIGHTLY R W
Components, LAYERED MATERIAL
Processe
DN1996-167 USA 6343637 02/05/02 11/30/18 Tire OTR, Farm, GTR PNEUMATIC TIRE WITH SLIVKA J J
Aircraft, BREAKER ASSEMBLY INCLUDING
Specialty RUBBER/FABRIC WEAR STRIP
DN1996-200 USA 6351933 03/05/02 10/04/16 Tire Fabric & GTR PNEUMATIC TIRE REUTER R F
Fiber
Reinforcement
DN1997-112 USA 6352090 03/05/02 11/18/19 Tire OTR, Farm, GTR TIRE WITH REVERSED CARCASS RAYMAN W E
Aircraft, PLY TURNUP CONFIGURATION
Specialty
DN2000-131 USA 6352149 03/05/02 08/25/20 Engineered GTR CONVEYOR BELT WITH GARTLAND J J
Products MICROCOIL SPRINGWIRE SENSOR
DN2000-096 USA 6352320 03/05/02 06/19/20 Engineered GTR DIRECTIONAL ANNULAR BONKO M L; THOMAS R A
Products ELASTIC TRACK
DN1996-167 USA 6354350 03/12/02 11/30/18 Tire OTR, Farm, GTR PNEUMATIC TIRE WITH SLIVKA J J
Aircraft, BREAKER ASSEMBLY INCLUDING
Specialty RUBBER/FABRIC WEAR STRIP
Page 8 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ---------------- ----- ------------------------------ ---------------------------
DN1998-181 USA 6357499 03/19/02 08/27/19 Compound GTR POLYMERIC RESINOUS KRALEVICH M L JR; BLOK
Technology MATERIAL DERIVED FROM E J; SANDSTROM P H;
LIMONENE, DICYCLOPENTADIENE, WIDEMAN L G; RUSCAK J M
INDENE AND TERTIARY-BUTYL
STYRENE PROVISIONAL FILED
02OC1998
DN1998-047 USA 6358346 03/19/02 03/13/18 Tire-Passenger & GTR METHOD OF BUILDING TIRE BECK J J JR; TUBB G E;
Truck WITH COMPOSITE PLY ABBOTT J R; LANDERS S
STRUCTURE P; PRAKASH A; VANNAN F
F JR; BROYLES H D; BEER K
DN1999-250 USA 6364981 04/02/02 12/14/19 Engineering GTR FORMING AND APPLICATION SMITH M W; KUBINSKI D
Components, OF TIRE PLY C; CHOATE B T
Processe
DN2000-189 USA 6369712 04/09/02 12/21/20 Tire-Passenger & GTR RESPONSE ADJUSTABLE LETKOMILLER J M; YONES
Truck TEMPERATURE SENSOR FOR D L; POLLACK R S
TRANSPONDER
DN2000-034 USA 6371182 04/16/02 02/24/20 Tire-Passenger & GTR RUNFLAT TIRE WITH PHILPOTT F; COLANTONIO
Truck DUAL-MODULUS UNDERLAY L L D; NGUYEN G V;
ROESGEN A E F
DN1999-161 USA 6372863 04/16/02 07/18/20 Chemical R&D GTR SYNTHESIS OF KERNS M L; XU Z;
STYRENE-BUTADIENE RUBBER CHRISTIAN S M
(THIS CASE WAS
ORIGINALLY FILED AS A
PROVISIONAL 12AU1999)
DN2000-216 USA 6374891 04/23/02 11/09/20 Tire OTR, Farm, GTR BIAS AIRCRAFT TIRES ALLMOND D V; SOBHANIE M
Aircraft, E; KING K S
Specialty
DN1997-122 USA 6379603 04/30/02 06/09/19 Engineering GTR LATTICE GATE FOR WHITE J R; VOGLIANO R H
Components, INJECTION MOLDING OF
Processe RUBBER COMPOUNDS
DN1999-072 USA 6386237 05/14/02 04/12/19 Engineered GTR ABRASIVE MATERIAL CHEVALIER R M; COOK A
Products TRANSPORT HOSE WITH WEAR G; HUTCHINS T G
DETECTING SENSORS
DN1998-026 USA 6386258 05/14/02 03/27/18 Tire-Passenger & GTR TIRE HAVING A GEODESIC DYER D K; BRAYER R R;
Truck PLY AND A METHOD OF PRAKASH A
FABRICATING
DN1998-135 USA 6386652 05/14/02 09/02/18 Tire OTR, Farm, GTR PNEUMATIC DRIVER FOR BONKO M L
Aircraft, TRACKED VEHICLE
Specialty
DN1998-096 USA 6390136 05/21/02 05/21/18 Engineered GTR METHOD OF PRODUCING A HUTCHINS T G; CULHAM A J
Products HOSE/CLAMP COMBINATION
AND A HOSE/CLAMP
ASSEMBLY PRODUCED THEREBY
DN1997-111 USA 6390165 05/21/02 05/20/17 Tire OTR, Farm, GTR TIRE WITH IMPROVED RAYMAN W E
Aircraft, CARCASS PLY TURNUP
Specialty CONFIGURATION
DN2000-028 USA 6401783 06/11/02 04/12/20 Engineering GTR TWO DRUM TURRET FOR TIRE LAMMLEIN R A JR; HART J
Components, BUILDING M
Processe
DN2001-036 USA 6402077 06/11/02 02/14/21 Engineering GTR WINDER WITH VARIABLE VARGO R D; VOGLIANO R H
Components, TENSION ZONES
Processe
DN1998-010 USA 6408909 06/25/02 05/11/20 Tire-Passenger & GTR RADIAL RUNFLAT PASSENGER NGUYEN G V
Truck TIRE WITH IMPROVED TREAD
CONTOUR WITH DECOUPLING
GROOVES
DN2000-176 USA 6416013 07/09/02 09/15/20 Engineering GTR SELF-ALIGNING SPOOL AND BENZING J A II
Components, METHOD FOR STORING STRIP
Processe COMPONENTS
Page 9 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ---------------- ----- ------------------------------ ---------------------------
DN1997-237 USA 6422733 07/23/02 04/20/20 Engineering GTR INTERNAL MIXER WITH WIDE ADAMS J R; CAIN W J;
Components, THROAT AND WEAR PLATES FELITSKY R M; WATTS W A
Processe
DN1998-205 USA 6427728 08/06/02 12/14/19 Engineered GTR CONVEYOR BELTING WITH MAGUIRE D J; YU J Z;
Products REINFORCING FABRIC FORMED ANDRESEN FP
FROM THREE INTERLACED
LAYERS
DN1998-182 USA 6427742 08/06/02 11/02/18 Tire-Passenger & GTR PNEUMATIC TIRE HAVING OARE T R; HUGHES E D
Truck SPECIFIED BEAD STRUCTURE
DN1998-072 USA 6439283 08/27/02 07/18/20 Tire-Passenger & GTR RUNFLAT TIRE WITH TREAD PAONESSA A C; SELOOVER
Truck STIFFENING MEMBER M H; ROWEDER S C; ALLEN
W D; BECK J J JR
DN2000-008 USA 6443201 09/03/02 06/13/20 Tire-Passenger & GTR PNEUMATIC TIRE WITH COLANTONIO L L D;
Truck EXTENDED LOAD CARRYING PHILPOTT F; NGUYEN G V;
CAPACITY ROESGEN A E F
DN2000-093 USA 6450223 09/17/02 05/23/20 Tire-Passenger & GTR PNEUMATIC TIRE HAVING LANDERS S P; RATLIFF B
Truck IMPROVED WET TRACTION J JR; MILLER C D; CLARK
J K
DN1999-284 USA 6453961 09/24/02 06/01/20 Tire-Passenger & GTR VARIABLE-STIFFNESS WEDGE COLANTONIO L L D;
Truck INSERT FOR RUNFLAT TIRE ROESGEN A E F; CORVASCE
F G
DN1997-190 USA 6460588 10/08/02 09/26/17 Tire Fabric & GTR PEN REINFORCEMENT FOR WESTGATE W K; SYKORA J C
Fiber RUBBER COMPOSITES
Reinforcement
DN2000-036 USA 6465560 10/15/02 02/14/20 Tire Compounding GTR TIRE WITH TREAD OF ZANZIG D J; PUHALA A S
SPATIALLY DEFINED
ELASTOMER COMPOSITION
DN2001-149 USA 6478387 11/12/02 07/13/21 Tire OTR, Farm, GTR HEAVY DUTY DUAL TIRE RAYMAN W E
Aircraft, ASSEMBLY
Specialty
DN1997-144 USA 6481479 11/19/02 01/06/20 Tire OTR, Farm, GTR HIGH ASPECT AGRICULTURAL WEED D B; SHORTER A C;
Aircraft, OR OFF-ROAD TIRE BISHEL S G
Specialty
DN1996-103 USA 6481480 11/19/02 06/07/16 Tire-Passenger & GTR CONVERTIBLE TREAD FOR A SCHUSTER D E; SERICH J J
Truck RADIAL TRUCK OR TRAILER
TIRE
DN2000-049 USA 6487900 12/03/02 04/28/20 Tire-Passenger & GTR METHOD OF TIRE BEAD LEE C-C
Truck FLANGE PROFILING
DN1999-291 USA 6489415 12/03/02 12/05/20 Compound GTR PROCESS FOR SYNTHESIZING HSU W-L; HALASA A F
Technology TRANS-1,4-POLYBUTADIENE
PROVISIONAL FILED 31DE1999
DN2000-163 USA 6491076 12/10/02 10/23/20 Tire-Passenger & GTR TRIANGULAR BEAD COLANTONIO L L D;
Truck CONFIGURATION FOR ROESGEN A E F; PHILPOTT
PNEUMATIC TIRE WITH F; NGUYEN G V
EXTENDED LOAD CARRYING
CAPACITY
DN1998-075 USA 6497834 12/24/02 04/21/18 Engineering GTR FLOW CHANNEL BLOCK AND VARGO R D; BURG G R
Components, METHOD OF MAKING
Processe
DN2001-186 USA 6498967 12/24/02 01/25/22 Tire-Passenger & GTR A TIRE INITIATED VEHICLE HOPKINS W M; LANDERS S
Truck CONTROL SYSTEM PROVISION P; ROTH S F
FILED 10SE2001
DN1998-212 USA 6499980 12/31/02 12/16/18 Engineering GTR AUTOMATED GREEN TIRE FLEDDERJOHANN P F;
Components, CONVEYANCE SYSTEM EIZENZIMMER G W; MCKEE
Processe D J
DN1998-148 USA 6510617 01/28/03 08/26/18 Engineered GTR BELT ELONGATION GERDES B J; DEBUS J W
Products MEASUREMENT DEVICE
DN1998-161 USA 6524416 02/25/03 10/20/18 Engineering GTR STRESS NEUTRALIZATION OF KUBINSKI D C; SMITH M W
Components, AN APEX FILLER FOR A TIRE
Processe BEAD SUBASSEMBLY
Page 10 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ---------------- ----- ------------------------------ ---------------------------
DN1999-059 USA 6530405 03/11/03 03/02/19 Tire-Passenger & GTR ON/OFF-ROAD TREAD BROWN S C; KOLOWSKI M
Truck A; MAXWELL P B; RATLIFF
B J JR
DN2002-017 USA 6530609 03/11/03 02/05/22 Engineered GTR HOSE AND CLAMP ASSEMBLY CHATTERTON A M
Products
DN1998-226 USA 6533891 03/18/03 02/03/19 Engineering GTR BUTT SPLICING OF KUBINSKI D C
Components, ELASTOMERIC SHEETS
Processe
DN1999-045 USA 6546984 04/15/03 03/12/19 Engineering GTR TIRE BEAD AND ITS METHOD GOLIGHTLY R W
Components, OF MANUFACTURE
Processe
DN1999-047 USA 6554934 04/29/03 03/10/19 Engineered GTR PREFORMED STRIP AND STEVEN R B; MAGUIRE D
Products METHOD FOR SPLICING J; LEDERER S A; HEAD W
CONVEYOR BELTS J; GEHRETT L J; BENZING
J A II
DN2001-067 USA 6561241 05/13/03 04/23/21 Tire OTR, Farm, GTR TWO PIECE TIRE WITH RAYMAN W E
Aircraft, IMPROVED TIRE TREAD BELT
Specialty AND CARCASS
DN2001-228 USA 6584836 07/01/03 12/10/21 Testing, GTR BIAS METHOD FOR SHTEINHAUZ G D;
Evaluation, IDENTIFYING AND REMOVING JOHANNING G S
Computer MACHINE CONTRIBUTION TO
TEST DATA
DN1999-060 USA 6592704 07/15/03 03/03/19 Engineering GTR FORMING SPLICE JOINTS BENZING J A II
Components, FOR ELASTOMERIC MATERIALS
Processe
DN2002-044 USA 6619357 09/16/03 04/24/22 Tire-Passenger & GTR BELT PACKAGE FOR SUPER GILLARD J-M; HELT J-N;
Truck SINGLE TRUCK TIRES BAWIN C J M R
DN1999-063 USA 6630045 10/07/03 03/25/19 Engineering GTR COMBINED BEAD LOADING ROEDSETH J K
Components, AND APEX APPLICATION
Processe SYSTEM
DN2001-177 USA 6648041 11/18/03 08/31/21 Tire OTR, Farm, GTR AIRCRAFT TIRE WITH UEYOKO K
Aircraft, IMPROVED BEAD STRUCTURE
Specialty
DN2000-218 USA 6655430 12/02/03 11/09/20 Tire OTR, Farm, GTR LOW PRESSURE TIRE WITH A HOPKINS W M; LUKICH L
Aircraft, LOW ANGLE RESTRICTOR BELT T; WAIBEL T J
Specialty
DN1999-126 USA 6689247 02/10/04 07/21/19 Engineered GTR PREFORMED STRIP AND STEVEN R B; BROWN H C
Products METHOD FOR SPLICING
CONVEYOR BELTS
DN1999-047 USA 6695133 02/24/04 03/10/19 Engineered GTR PREFORMED STRIP AND STEVEN R B; MAGUIRE D
Products METHOD FOR SPLICING J; LEDERER S A; HEAD W
CONVEYOR BELTS J; GEHRETT L J; BENZING
J A II
DN2001-154 USA 6701968 03/09/04 08/02/21 Engineered GTR FLEXIBLE PVC HELICAL BOLONHEZI M
Products HOSE PROVISIONAL FILED
02AU2001
DN2002-015 USA 6702977 03/09/04 01/28/22 Engineering GTR EXPANDABLE BEAD MOLDING GIRARD J-C; KASPER B A
Components, RING FOR A TIRE MOLD
Processe
DN2001-124 USA 6755105 06/29/04 06/01/21 Engineering GTR METHOD AND APPARATUS FOR DOWNING D R
Components, CUTTING ELASTOMERIC
Processe MATERIALS AND THE
ARTICLE MADE BY THE
METHOD
DN1999-061 USA 6761198 07/13/04 03/02/19 Tire Compounding GTR PNEUMATIC TIRE HAVING ZANZIG D J; BEZILLA B M
LUG AND GROOVE JR; SANDSTROM P H
CONFIGURATION EXTENDING
FROM TREAD OVER AT LEAST
30 PERCENT OF SIDEWALL
Page 11 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ---------------- ----- ------------------------------ ---------------------------
DN2001-175 USA 6769468 08/03/04 09/21/21 Engineering GTR TIRE BUILDING DRUM HAVING CURRIE W D; REDING E;
Components, EXPANDABLE CENTER SECTION ROEDSETH J K
Processe AND INDEPENDENTLY
EXPANDABLE BEAD LOCK
ASSEMBLIES IN THE END
SECTIONS
DN2003-037 USA 6772626 08/10/04 03/31/23 Engineering GTR APPARATUS AND METHOD FOR ENGEL J; SANNA E;
Components, MEASURING TIRE BALANCE ON A BLOCK J M
Processe FORCE VARIATION MACHINE
DN2001-164 USA 6793752 09/21/04 09/21/21 Engineering GTR PRECISION LONGITUDINAL LE MAIRE M; ROEDSETH J
Components, REGISTRATION OF TIRE K; CORNET F
Processe BUILDING DRUM TO AUTOMATED
TIRE BUILDING SYSTEM WORK
STATION
DN2002-217 USA 6799618 10/05/04 12/18/22 Tire Fabric & GTR PNEUMATIC TIRE HAVING AN REUTER R F; SCHMITZ F;
Fiber OVERLAY REINFORCEMENT IMHOFF S J A; DONCKELS Y
Reinforcement
DN2001-183 USA 6799815 10/05/04 05/12/19 Engineered GTR COLD ENVIRONMENT ENDLESS KRISHNAN R M; LUKICH L
Products RUBBER TRACK AND VEHICLE T; RODGERS M B; BEERY
CONTAINING SUCH TRACK R E; RABATIN G C
PROVISIONAL FILED 12SE2001
DN2002-211 USA 6843744 01/18/05 12/19/22 Engineered GTR SPLICING JOINT AND METHOD GREGG M J W; NGUYEN H X
Products FOR SYNCHRONOUS DRIVE BELT
DN2001-180 USA 6855082 02/15/05 08/06/22 Engineered GTR POWER TRANSMISSION BELT MONCRIEF D B; STORK D M
Products PROVISIONAL FILED 06SE2001
DN2002-044 USA 6868882 03/22/05 04/24/22 Tire-Passenger GTR BELT PACKAGE FOR SUPER GILLARD J-M; HELT J-N;
& Truck SINGLE TRUCK TIRES BAWIN C J M R
DN2003-054 USA 6896021 05/24/05 03/31/23 Tire-Passenger GTR TIRE BEAD GEOMETRY KACHNER M D; GOBINATH T;
& Truck WINTER D L; KING K S;
KULTON M C; ROMAN J P;
BIRT J A; BRAYER R R;
LEE C-C; LOSEY R A
DN2003-097 USA 7028733 04/18/06 12/31/23 Tire-Passenger GTR PNEUMATIC TIRE HAVING RATLIFF B J JR
& Truck CIRCUMFERENTIALLY EXTENDING
RIB WITH CHAMFERS
DN2003-096 USA 7143798 12/05/06 12/31/23 Tire-Passenger GTR PNEUMATIC TIRE HAVING TREAD RATLIFF B J JR
& Truck WITH AXIALLY ADJACENT BLOCK
CHAMFER AND RIB CHAMFER
DN2003-182 USA 7143799 12/05/06 03/23/24 Tire-Passenger GTR THREE-DIMENSIONAL SIPES FOR COLLETTE J J M V;
& Truck TREADS MANNE P M; DOMANGE A;
BRIEY-TERLINDEN P D
1990-202 USA D334360 03/30/93 03/30/07 Tire Designs GTR EAGLE GS-N - TREAD FOR A GRAAS M; DEWIT E
PNEUMATIC TIRE
1990-246 USA D334361 03/30/93 03/30/07 Tire Designs GTR G267 - TREAD FOR A PNEUMATIC CROISSANT B
TIRE
1989-372 USA D334909 04/20/93 04/20/07 Tire Designs GTR EAGLE GSC - TREAD FOR A BRAYER R R; CROYLE W
PNEUMATIC TIRE L; GRAAS M
1991-115 USA D335842 05/25/93 05/25/07 Tire Designs GTR G-171 - TIRE TREAD BAUS A E J; SCHUSTER D
E
1991-042 USA D336065 06/01/93 06/01/07 Tire Designs GTR G186 ALT - TIRE TREAD PATEL A U
Page 12 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ---------------- ----- ------------------------------ ---------------------------
1991-043 USA D336453 06/15/93 06/15/07 Tire Designs GTR G386 - TIRE TREAD PATEL A U
1989-252 USA D338179 08/10/93 08/10/07 Tire Designs GTR WRANGLER AP - TIRE TREAD MILLER F W; LAWRENCE J
K; PAN E D-R
1990-141 USA D338437 08/17/93 08/17/07 Tire Designs GTR G22 - TIRE TREAD MAXWELL P B; HAMMOND P
S; EGAN W E; COVERT D E
1991-342 USA D340436 10/19/93 10/19/07 Tire Designs GTR G177 UNISTEEL - DESIGN FOR BAUS A E J
A TIRE TREAD
1991-302 USA D340683 10/26/93 10/26/07 Tire Designs GTR STINNES POWER VAN S3000 - HITZKY L J; SCHEUREN D
TIRE TREAD
1991-041 USA D340891 11/02/93 11/02/07 Tire Designs GTR ECOTRAC [FULDA] - TIRE PATEL A U
TREAD
1991-248 USA D340892 11/02/93 11/02/07 Tire Designs GTR G314 - DESIGN FOR A TIRE LOEFFLER R L
TREAD
1989-372 USA D342224 12/14/93 12/14/07 Tire Designs GTR EAGLE GSC - TREAD FOR A BRAYER R R; CROYLE W L;
PNEUMATIC TIRE GRAAS M
1991-323 USA D342705 12/28/93 12/28/07 Tire Designs GTR GT80 - TIRE TREAD GRAAS M
1992-257 USA D344049 02/08/94 02/08/08 Tire Designs GTR WORKHORSE EXTRA GRIP - BROWN S C; TRARES K C;
TIRE TREAD MILLER F W; GILLIAM D
W; SCARPITTI A J; HOANG
A N; KOLOWSKI M A;
MONTAG S D
1992-391 USA D344052 02/08/94 02/08/08 Tire Designs GTR GOODYEAR WEATHERHANDLER - ATTINELLO J S; FREYGANG
TIRE TREAD D G; ANDERSON N D;
LANDERS S P
1990-444 USA D344054 02/08/94 02/08/08 Tire Designs GTR AQUATRED - TREAD FOR A ATTINELLO J S; GLOVER W
PNEUMATIC TIRE E; LANDERS S P; MAXWELL P B
1991-456 USA D344056 02/08/94 02/08/08 Tire Designs GTR STEELMARK K - TIRE TREAD GRAAS M; VAN TUYL J H
1992-090 USA D344477 02/22/94 02/22/08 Tire Designs GTR G-26 - TIRE TREAD LARDO C
1992-027 USA D344478 02/22/94 02/22/08 Tire Designs GTR GT+4A - TIRE TREAD CONSOLACION R E; BRAYER
R R
1992-261 USA D344918 03/08/94 03/08/08 Tire Designs GTR EAGLE AQUATRED - AQUATREAD GRAAS M
CONCEPT RD712
1991-520 USA D345131 03/15/94 03/15/08 Tire Designs GTR CT266 [HI-MILER] - TIRE BAUS A E J; ELS R T
TREAD
1992-423 USA D345722 04/05/94 04/05/08 Tire Designs GTR CARGO VECTOR - TIRE TREAD HITZKY L J; LARDO C
1989-616 USA D346142 04/19/94 04/19/08 Tire Designs GTR EAGLE GT+4; EAGLE RSA - CONSOLACION R E; BRAYER
DESIGN FOR A TIRE TREAD R R
1992-028 USA D346774 05/10/94 05/10/08 Tire Designs GTR GT+4(D) - TIRE TREAD BRAYER R R; CONSOLACION
R E
1992-121 USA D346993 05/17/94 05/17/08 Tire Designs GTR Tl 3 IRRIGATION - DESIGN BONKO M L; LOPP L C JR
FOR A TIRE
1991-511 USA D347811 06/14/94 06/14/08 Tire Designs GTR [CARGO] G24 - TIRE TREAD LABBE C; LARDO C
1987-138 USA D347814 06/14/94 06/14/08 Tire Designs GTR GT4D - DESIGN FOR A TIRE BRAYER R R
TREAD
1992-209 USA D348241 06/28/94 06/28/08 Tire Designs GTR GT2 - TIRE TREAD GRAAS M; HEINEN R;
KLEPPER A A Z S
1990-316 USA D349080 07/26/94 07/26/08 Tire Designs GTR G362 - TREAD FOR A LOSER R P
PNEUMATIC TIRE
1992-474 USA D350092 08/30/94 08/30/08 Tire Designs GTR EAGLE GT II - TIRE TREAD BRAYER R R; CONSOLACION
R E; GRAAS M; ROBINSON B A
1992-161 USA D350098 08/30/94 08/30/08 Tire Designs GTR REGATTA -TIRE TREAD ATTINELLO J S; GLOVER W E
Page 13 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ---------------- ----- ------------------------------ ---------------------------
1992-403 USA D350715 09/20/94 09/20/08 Tire Designs GTR G32 - TIRE TREAD LABBE C; LARDO C
1992-155 USA D350716 09/20/94 09/20/08 Tire Designs GTR EAGLE F-1 - TIRE TREAD BELL P W; GAMMON N A;
SCHMALIX C K; WEBER M J
1993-003 USA D350719 09/20/94 09/20/08 Tire Designs GTR RADIAL SPORT - TIRE TREAD GRAAS M; MAITRE B P
1991-458 USA D351368 10/11/94 10/11/08 Tire Designs GTR FULDA KRISTALL 3000 - TIRE GRAAS M; VAN TUYL J H
TREAD
1992-317 USA D352018 11/01/94 11/01/08 Tire Designs GTR CLASSIC 75 -TIRE TREAD ROBERT M P C; VEREECKEN
H J A
1992-220 USA D352489 11/15/94 11/15/08 Tire Designs GTR EAGLE NCT-3 - TIRE TREAD BRENY M A; GRAAS M;
POWELL K J
1993-187 USA D355151 02/07/95 02/07/09 Tire Designs GTR G314 RETREAD - TIRE TREAD HAGMAIER R A
1992-444 USA D355152 02/07/95 02/07/09 Tire Designs GTR WRANGLER RT/S - TIRE TREAD BRIGHTWELL R A; GALANTE
AND BUTTRESS R L; LEGGE K C; WAIBEL T J
1992-287 USA D360858 08/01/95 08/01/09 Tire Designs GTR EAGLE LS- TIRE TREAD BRAYER R R; ROBINSON B A;
WEIMER A F
1993-165 USA D360859 08/01/95 08/01/09 Tire Designs GTR SPECTRA - TIRE TREAD ATTINELLO J S; GLOVER W E;
REID K A
1993-436 USA D360864 08/01/95 08/01/09 Tire Designs GTR UG300 ULTRA GRIP 300 - TIRE MUNSTER J C M; VAN TUYL J H
TREAD
1993-435 USA D361966 09/05/95 09/05/09 Tire Designs GTR STEELMARK 400 - TIRE TREAD GRAAS M; MUNSTER J C M;
VAN TUYL J H
1993-438 USA D362420 09/19/95 09/19/09 Tire Designs GTR ULTRA GRIP 400 UG400 - TIRE HEINEN R; MUNSTER J C M
TREAD
1994-037 USA D364367 11/21/95 11/21/09 Tire Designs GTR GT2 - TIRE TREAD KLEPPER A A Z S; MAITRE B P
1993-408 USA D364368 11/21/95 11/21/09 Tire Designs GTR SAFARI OTR - TIRE TREAD VAN DER MEER A; LARDO C
1992-296 USA D365051 12/12/95 12/12/09 Tire Designs GTR EAGLE GA - TIRE TREAD BRAYER R R; GRAAS M;
ROBINSON B A; WEIMER A F
1993-251 USA D365062 12/12/95 12/12/09 Tire Designs GTR EAGLE NCT - TIRE TREAD POWELL K J
1993-401 USA D365065 12/12/95 12/12/09 Tire Designs GTR WRANGLER AP - TIRE TREAD GALANTE R L; WINDHAM T D;
AND BUTTRESS WAIBEL T J.
1994-224 USA D365794 01/02/96 01/02/10 Tire Designs GTR EAGLE F1 - TIRE TREAD WEBER M J; SCHMALIX C K;
BELL P W; GAMMON N A;
MCELFRESH J J
1993-447 USA D366858 02/06/96 02/06/10 Tire Designs GTR CONQUEST - TIRE TREAD ATTINELLO J S; GRAAS M;
SUNDKVIST K E
1993-080 USA D367447 02/28/96 02/28/10 Tire Designs GTR G357 - TIRE TREAD HAMMOND P S; LOEFFLER R L;
YOUNG D L
1993-312 USA D367450 02/27/96 02/27/10 Tire Designs GTR TRACKER - TIRE TREAD KOLOWSKI M A; MILLER F W;
SCHAD H H JR
1994-009 USA D367454 02/27/96 02/27/10 Tire Designs GTR WRANGLER HP - TIRE TREAD VAN DER MEER A; LARDO C
1993-148 USA D367455 02/27/96 02/27/10 Tire Designs GTR G286 - TIRE TREAD HERBERGER J R SR;
SCHUSTER DE
1994-212 USA D370197 05/28/96 05/28/10 Tire Designs GTR EAGLE DIPLOMAT FOR GOODYEAR GRAAS M; VAN TUYL J H
AND AS POWER 3000GT FOR CBI
STINNES TIRE TREAD DESIGN
1992-440 USA D370439 06/04/96 06/04/10 Tire Designs GTR DUNLOP SP360 - TIRE TREAD FEIDER G G; GILLARD J-M;
MULLER E P M; SCHEUREN D
Page 14 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ---------------- ----- ------------------------------ ---------------------------
1994-084 USA D370648 06/11/96 06/11/10 Tire Designs GTR TRACKER ST - TREAD FOR A TIRE ROONEY T M
1993-447 USA D373338 09/03/96 09/03/10 Tire Designs GTR CONQUEST - TIRE TREAD ATTINELLO J S; GRAAS M;
SUNDKVIST K E
1993-447 USA D373556 09/10/96 09/10/10 Tire Designs GTR CONQUEST - TIRE TREAD ATTINELLO J S; GRAAS M;
SUNDKVIST K E
1994-358 USA D379340 05/20/97 05/20/11 Tire Designs GTR EAGLE RH - TIRE TREAD CONSOLACION R E; GRABO K E
1994-287 USA D379444 05/27/97 05/27/11 Tire Designs GTR ULTRA GRIP 5 UG5 - TIRE GRAAS M; MUNSTER J C M
TREAD
1994-363 USA D379447 05/27/97 05/27/11 Tire Designs GTR TRAMP 4X4 YUKON - TIRE TREAD LABBE C; LARDO C
DN1996-064 USA D379448 05/27/97 05/27/11 Fire Designs GTR KRISTALL GRAVITO - TIRE GRAAS M; HEINEN R
TREAD
1994-288 USA D379449 05/27/97 05/27/11 Fire Designs GTR KRISTALL ROTEGO - TIRE GRAAS M; MUNSTER J C M
TREAD DESIGN
1995-002 USA D379785 06/10/97 06/10/11 Fire Designs GTR WRANGLER RT/2 - TIRE TREAD GALANTE R L; LEGGE K C;
AND BUTTRESS WAIBEL T J
1995-322 USA D379786 06/10/97 06/10/11 Tire Designs GTR WRANGLER APT - TIRE TREAD BROWN S C; ROHWEDER E E;
KOLOWSKI M A; MILLER F W
1995-036 USA D379789 06/10/97 06/10/11 Tire Designs GTR G302 - TIRE TREAD SCHUSTER D E; HERMANN R J;
NELSON R B; LOEFFLER R L
DN1996-063 USA D379791 06/10/97 06/10/11 Tire Designs GTR WINTERMARK 5 - TIRE TREAD HEINEN R; KLEPPER A A Z S
DN1996-001 USA D380427 07/01/97 07/01/11 Tire Designs GTR INTEGRITY - TIRE TREAD HUBBELL D R JR
DN1996-049 USA D380715 07/08/97 07/08/11 Tire Designs GTR G244 MSD - TIRE TREAD HARRIS R T; ROLLINGS R B;
SCHUSTER D E;
SCHEUREN D; HARDEN R W JR
1995-125 USA D380717 07/08/97 07/08/11 Tire Designs GTR WRANGLER AQUATRED SUCCESSOR ROHWEDER E E; MILLER F W;
-TIRE TREAD KOLWOSKI M A; BROWN S C
DN1996-048 USA D381606 07/29/97 07/29/11 Tire Designs GTR OLYMPIC MARATHON - TIRE GRAAS M; BRENY M A;
TREAD VILLAMIZAR W U J;
VEREECKEN HJA
1995-155 USA D382520 08/19/97 08/19/11 Tire Designs GTR DIADEM DIRIGO - TIRE TREAD HARPES P; HEINEN R;
KLEPPER A A Z S
1994-359 USA D382521 08/19/97 08/19/11 Tire Designs GTR EAGLE GPS - TIRE TREAD CONSOLACION R E; GRABO K E
1995-186 USA D383422 09/09/97 09/09/11 Tire Designs GTR CONQUEST GA - TIRE TREAD KUNOS A A; BUENGER J R;
SUNDKVIST K E;
DOUDS D E
DN1996-085 USA D383424 09/09/97 09/09/11 Tire Designs GTR EAGLE F-1 GS - TIRE TREAD CROYLE W L
DN1996-051 USA D383427 09/09/97 09/09/11 Tire Designs GTR ULTRA TORQUE - TRACTOR TIRE BONKO M L
DN1996-005 USA D383714 09/16/97 09/16/11 Tire Designs GTR CARAT ASSURO - TIRE TREAD GRAAS M; EICHER M J;
VAN TUYL J H
DN1996-120 USA D383718 09/16/97 09/16/11 Tire Designs GTR CARAT EXTREMO - TIRE TREAD GRAAS M; EICHER M J;
VAN TUYL J H
DN1996-138 USA D384308 09/30/97 09/30/11 Tire Designs GTR VECTOR 3 -TIRE TREAD HEINEN R
1994-257 USA D384309 09/30/97 09/30/11 Tire Designs GTR VECTOR 3 -TIRE TREAD HEINEN R
DN1996-100 USA D384312 09/30/97 09/30/11 Tire Designs GTR EAGLE TOURING ENCT3 - TIRE POWELL K J; VILLAMIZAR
TREAD W U J
DN1996-156 USA D384314 09/30/97 09/30/11 Tire Designs GTR EAGLE VECTOR -TIRE TREAD HEINEN R
Page 15 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ------------ ----- --------------------------------- ----------------------------
DN1996-128 USA D384612 10/07/97 10/07/11 Tire Designs GTR G397 - TIRE TREAD YOUNG D L; SEVART J L
DN1996-098 USA D384620 10/07/97 10/07/11 Tire Designs GTR ECO CONTROL - TIRE TREAD GILLARD J-M; FEIDER G G;
ALIE J-C
1995-306 USA D384920 10/14/97 10/14/11 Tire Designs GTR G443 - TIRE TREAD DESIGN DEBARSY O
DN1996-152 USA D385234 10/21/97 10/21/11 Tire Designs GTR G169 - TIRE TREAD YOUNG A G
DN1996-016 USA D386132 11/11/97 11/11/11 Tire Designs GTR POS-A-TRACTION [REMINGTON] - TIRE VILLAMIZAR W U J; BRENY M A;
TREAD VEREECKEN H J A; GRAAS M
DN1996-187 USA D386135 11/11/97 11/11/11 Tire Designs GTR G-159A - TIRE TREAD MAXWELL P B
DN1996-078 USA D386470 11/18/97 11/18/11 Tire Designs GTR MAXIMA BT - TIRE TREAD SCHEUREN D; ROBERT M P C
DN1996-095 USA D386471 11/18/97 11/18/11 Tire Designs GTR INTREPID - TIRE TREAD ATTINELLO J S
DN1996-001 USA D386730 11/25/97 11/25/11 Tire Designs GTR INTEGRITY - TIRE TREAD HUBBELL D R JR
1994-257 USA D387714 12/16/97 12/16/11 Tire Designs GTR EAGLE VECTOR -TIRE TREAD HEINEN R
DN1996-214 USA D387717 12/16/97 12/16/11 Tire Designs GTR ESA SUPERGRIP 5 M AND S - TIRE HEINEN R
TREAD
DN1997-001 USA D388030 12/23/97 12/23/11 Tire Designs GTR G149 - TIRE TREAD SCHUSTER D E
DN1996-188 USA D388033 12/23/97 12/23/11 Tire Designs GTR OMNITRAC MSD G201 - TIRE TREAD SCHEUREN D; CAZIN-
BOURGUIGNON J-F; ROBERT M P
C; DE BARSY O
DN1996-252 USA D388034 12/23/97 12/23/11 Tire Designs GTR TIRE TREAD (RMT REGIONAL DRIVE LE P T; COLLETTE J M X J
MCT TREAD DESIGN RT379A)
1994-178 USA D388035 12/23/97 12/23/11 Tire Designs GTR CLUB - TIRE TREAD HEINEN R; HARPES P; KLEPPER
A A Z S; CROISSANT B
DN1996-115 USA D388036 12/23/97 12/23/11 Tire Designs GTR CARGO G49 - TIRE TREAD LABBE C; LARDO C
DN1996-007 USA D388037 12/23/97 12/23/11 Tire Designs GTR WRANGLER AT/S - TIRE TREAD ROHWEDER E E; MILLER F W;
KOLOWSKI M A; BROWN S C;
MAXWELL P B
DN1996-239 USA D388040 12/23/97 12/23/11 Tire Designs GTR C113 -TIRE TREAD DE BARSY O
DN1996-155 USA D388369 12/30/97 12/30/11 Tire Designs GTR CONQUEST AT - TIRE TREAD HARDEN R W JR
DN1996-127 USA D388370 12/30/97 12/30/11 Tire Designs GTR. G334 LHT - TIRE TREAD YOUNG A G; SCHUSTER D E
DN1996-017 USA D388373 12/30/97 12/30/11 Tire Designs GTR KWIK-FIT CENTAUR SUPREME 2000; BRENY M A; VILLAMIZAR W U J
OLYMPIC JAVELIN; CLASSIC 70;
DUNLOP STEELTRAK II - TIRE TREAD
DN1996-212 USA D388375 12/30/97 12/30/11 Tire Designs GTR LEE CONQUEST SPIRIT - TIRE TREAD HARPES P; HEINEN R
DN1996-241 USA D388380 12/30/97 12/30/11 Tire Designs GTR STEELMARK 5 - TIRE TREAD (RG027B) HARPES P; HEINEN R
DN1997-012 USA D388381 12/30/97 12/30/11 Tire Designs GTR SUPER DUCARO F1 - TIRE TREAD HEINEN R; GRAAS M
DN1996-116 USA D389441 01/20/98 01/20/12 Tire Designs GTR MUD RUNNER (TRACKER MR) - ROONEY TM
ORNAMENTAL DESIGN FOR A TREAD FOR
A TIRE
DN1996-020 USA D389788 01/27/98 01/27/12 Tire Designs GTR WRANGLER AT/S WRANGLER SRT - TIRE GALANTE R L; WINDHAM T D;
TREAD NOWACKI C A; LAWRENCE J K
DN1996-226 USA D390818 02/17/98 02/17/12 Tire Designs GTR G301 LHD - TIRE TREAD DE BARSY O; SCHEUREN D;
CAZIN-BOURGUIGNON J-F
Page 16 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ------------ ----- --------------------------------- ----------------------------
DN1997-033 USA D391203 02/24/98 02/24/12 Tire Designs GTR G647 RSA - G107 RHS - TIRE TREAD GILLARD J-M; FEIDER G G;
SPAETH S M
DN1996-228 USA D391204 02/24/98 02/24/12 Tire Designs GTR EAGLE SA COMFORT - TIRE TREAD HARPES P; GRAAS M
DN1996-222 USA D391205 02/24/98 02/24/12 Tire Designs GTR WRANGLER AT/D - TIRE TREAD SCHAD H H JR; ROHWEDER E E;
BROWN S C; MILLER F W;
KOLOWSKI M A
DN1997-003 USA D391209 02/24/98 02/24/12 Tire Designs GTR GRAND PRIX - TIRE TREAD VILLAMIZAR W U J; GRAAS M
DN1996-118 USA D391533 03/03/98 03/03/12 Tire Designs GTR CONVEO TOUR - TIRE TREAD LABBE C; LARDO C
DN1997-049 USA D392226 03/17/98 03/17/12 Tire Designs GTR CONQUEST GL [911LH5C] - TIRE HOWALD J A; BUENGER J R;
TREAD SUNDKVIST K E
DN1997-050 USA D392605 03/24/98 03/24/12 Tire Designs GTR ECODRIVE 2 - TIRE TREAD LE P T; ROBERT M P C
DN1997-036 USA D392922 03/31/98 03/31/12 Tire Designs GTR CONQUEST SPORT - TIRE TREAD HEINEN R
DN1996-017 USA D393434 04/14/98 04/14/12 Tire Designs GTR KWIK-FIT CENTAUR SUPREME 2000; BRENY M A; VILLAMIZAR W U J
OLYMPIC JAVELIN; CLASSIC 70;
DUNLOP STEELTRAK II - TIRE TREAD
DN1997-044 USA D393435 04/14/98 04/14/12 Tire Designs GTR CONQUEST WINTER - TIRE TREAD GRAAS M
DN1997-071 USA D394029 05/05/98 05/05/12 Tire Designs GTR G311 LHS- TIRE TREAD GILLARD J-M; FEIDER G G
DN1996-020 USA D394031 05/05/98 05/05/12 Tire Designs GTR WRANGLER AT/S WRANGLER SRT - TIRE GALANTE R L; WINDHAM T D;
TREAD (THIS CASE IS A CIP OF NOWACKI C A; LAWRENCE J K
DN1996-020)
DN1997-070 USA D394034 05/05/98 05/05/12 Tire Designs GTR MARATHON LHS / G313 LR8 - TIRE FEIDER G G; GILLARD J-M;
TREAD SPAETH S M
DN1996-085 USA D396676 08/04/98 08/04/12 Tire Designs GTR EAGLE F-1 GS EMT - EAGLE F-1 CROYLE W L
STEEL -EAGLE F-1 STEEL EMT - TIRE
TREAD
DN1996-118 USA D397646 09/01/98 09/01/12 Tire Designs GTR CONVEO TOUR - TIRE TREAD LABBE C; LARDO C
DN1997-073 USA D397651 09/01/98 09/01/12 Tire Designs GTR G359 SHS - TIRE TREAD SCHUSTER D E
DN1997-079 USA D397652 09/01/98 09/01/12 Tire Designs GTR OMNITRACT MST G203 - TIRE TREAD LE P T; MARQUET M E J
DN1997-011 USA D398890 09/29/98 09/29/12 Tire Designs GTR ESA TECAR CONFORT - TIRE TREAD HARPES P; HEINEN R
DN1997-094 USA D399460 10/13/98 10/13/12 Tire Designs GTR 4EVER D660 - TIRE TREAD ALBERT M
DN1997-151 USA D400131 10/27/98 10/27/12 Tire Designs GTR FRIGO DIRECTIONAL - TIRE TREAD GRAAS M
DN1997-147 USA D400137 10/27/98 10/27/12 Tire Designs GTR PRESTO FURIO - TIRE TREAD HEINEN R; BRIEY-TERLINDEN
P D
DN1997-080 USA D400140 10/27/98 10/27/12 Tire Designs GTR CBI H - TIRE TREAD GRAAS M
DN1996-235 USA D400479 11/03/98 11/03/12 Tire Designs GTR TREAD FOR AN INDUSTRIAL TRACTION BAUS A E J
TIRE
DN1997-148 USA D400832 11/10/98 11/10/12 Tire Designs GTR EAGLE HP - TIRE TREAD DIXON M H; RECKLEY S E; LACO
J H; GRABO K E; GLOVER W E
DN1997-041 USA D400833 11/10/98 11/10/12 Tire Designs GTR WRANGLER SR - TIRE TREAD LEGGE K C; LOPP L C JR;
LAWRENCE J K; BERGSTROM K J;
MILLER F W
DN1997-196 USA D402239 12/08/98 12/08/12 Tire Designs GTR G109 RHD - TIRE TREAD LE P T; BAWIN C J M R
DN1997-197 USA D402241 12/08/98 12/08/12 Tire Designs GTR EAGLE GA PLUS - TIRE TREAD VILLAMIZAR W U J
DN1997-141 USA D402243 12/08/98 12/08/12 Tire Designs GTR ULTRA GRIP ICE NAVI - TIRE TREAD HEINEN R
Page 17 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ------------ ----- --------------------------------- ----------------------------
DN1997-163 USA D402245 12/08/98 12/08/12 Tire Designs GTR IT323 [SKID STEER] - TREAD FOR A BONKO M L; ROONEY T M
TIRE
DN1997-214 USA D402932 12/22/98 12/22/12 Tire Designs GTR METRO MCS G601 - TIRE TREAD GILLARD J-M; COLLETTE J M X
J
DN1997-205 USA D402933 12/22/98 12/22/12 Tire Designs GTR 4EVER S D640 AND 4EVER T D670 - GILLARD J-M
TIRE TREAD
DN1997-212 USA D402937 12/22/98 12/22/12 Tire Designs GTR G111 RHD - TIRE TREAD ROBERT M P C
DN1997-227 USA D402938 12/22/98 12/22/12 Tire Designs GTR LE MANS A5 - TIRE TREAD VILLAMIZAR W U J
DN1997-206 USA D403275 12/29/98 12/29/12 Tire Designs GTR 4 EVER B D685 - TIRE TREAD GILLARD J-M; FEIDER G G
DN1997-018 USA D403633 01/05/99 01/05/13 Tire Designs GTR TRACKER -TIRE TREAD LEGGE K C; BERGSTROM K J;
NOWACKI C A
DN1997-208 USA D403997 01/12/99 01/12/13 Tire Designs GTR G105 RHS - TIRE TREAD ALBERT M
DN1997-204 USA D405035 02/02/99 02/02/13 Tire Designs GTR PRESTO - TIRE TREAD GRAAS M
DN1998-025 USA D405736 02/16/99 02/16/13 Tire Designs GTR TIRE TREAD BRIGHTWELL R A; MILLER F W;
KULLMAN J R; NOWACKI M C;
VERGINIS D
DN1998-030 USA D405737 02/16/99 02/16/13 Tire Designs GTR ECOTRANS - TIRE TREAD DE BARSY O
DN1997-148 USA D407678 04/06/99 04/06/13 Tire Designs GTR EAGLE HP ULTRA, HP ULTRA PLUS - DIXON M H; RECKLEY S E; LACO
TIRE TREAD J H; GRABO K E; GLOVER W E
DN1998-086 USA D407679 04/06/99 04/06/13 Tire Designs GTR D121 - TIRE TREAD WEBER M J; LANDERS S P
DN1998-097 USA D409123 05/04/99 05/04/13 Tire Designs GTR EAGLE VENTURA - TIRE TREAD HEINEN R; POWELL K J; HARPES
P; HENIN B M
1995-016 USA D409535 05/11/99 05/11/13 Tire Designs GTR SEARS AQUAHANDLER - TIRE TREAD ATTINELLO J S
DN1998-087 USA D410218 05/25/99 05/25/13 Tire Designs GTR WRANGLER F1 - TIRE TREAD HITZKY L J; LABBE C
DN1998-088 USA D410420 06/01/99 06/01/13 Tire Designs GTR 4EVER D-652 - TIRE TREAD DE BARSY O
DN1998-085 USA D412144 07/20/99 07/20/13 Tire Designs GTR INTEGRITY - TIRE TREAD DEMAGALL C A; LOVELL T P;
KUNOS A A
DN1998-133 USA D412473 08/03/99 08/03/13 Tire Designs GTR G107 -TIRE TREAD LE P T; COLLETTE J M X J;
SPAETH S M
DN1998-098 USA D412870 08/17/99 08/17/13 Tire Designs GTR REGATTA 2 - TIRE TREAD WEBER M J; COVERT D E;
LANDERS S P
1995-016 USA D412872 08/17/99 08/17/13 Tire Designs GTR SEARS AQUAHANDLER -TIRE TREAD ATTINELLO J S
DESIGN
DN1998-118 USA D413087 08/24/99 08/24/13 Tire Designs GTR ALL TERRAIN VEHICLE TREAD DESIGN ROONEY T M
DN1998-132 USA D413286 08/31/99 08/31/13 Tire Designs GTR NAVIGATOR GOLD - TIRE TREAD UMSTOT D E; DIXON M H; DOM
D W; PARSONS T L; LACO J H;
RIFFLE R R
DN1998-138 USA D413287 08/31/99 08/31/13 Tire Designs GTR WRANGLER MT/R - TIRE TREAD BROWN S C; KOLOWSKI M A;
RATLIFF B J JR
DN1998-122 USA D413557 09/07/99 09/07/13 Tire Designs GTR TRACKMAN CG - TRACTION TIRE BONKO M L
DN1998-117 USA D413844 09/14/99 09/14/13 Tire Designs GTR EAGLE NCT 5 - TIRE TREAD GRAAS M
DN1998-136 USA D414449 09/28/99 09/28/13 Tire Designs GTR G372 LHD - TIRE TREAD SCHUSTER D E
DN1998-199 USA D415451 10/19/99 10/19/13 Tire Designs GTR ALLEGRA - TIRE TREAD WEBER M J; MILLER C D;
LANDERS S P; STROBLE J C
DN1998-196 USA D415721 10/26/99 10/26/13 Tire Designs GTR G670RV - TIRE TREAD ZURITA L E
Page 18 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ------------ ----- --------------------------------- ----------------------------
1994-360 USA D415982 11/02/99 11/02/13 Tire Designs GTR EAGLE T/R - TIRE TREAD CONSOLACION R E; GRABO K E;
REID K A
DN1998-197 USA D416216 11/09/99 11/09/13 Tire Designs GTR G670RV - TIRE TREAD ZURITA L E
DN1999-009 USA D417421 12/07/99 12/07/13 Tire Designs GTR VARIODRIVE - TIRE TREAD CAZIN-BOURGUIGNON J-F; DE
CONINCK P J G; ROBERT M P C
DN1999-032 USA D418459 01/04/00 01/04/14 Tire Designs GTR WRANGLER D-SPORT - TIRE TREAD GRAAS M; HITZKY L J; SIMEON
A; LABBE C
DN1999-037 USA D418785 01/11/00 01/11/14 Tire Designs GTR EAGLE RSA - TIRE TREAD LOVELL T P; KUNOS A A; WEBER
M J; MARAZZI E J
DN1999-007 USA D420952 02/22/00 02/22/14 Tire Designs GTR SPT'S AUSTRALIAN ALL ROUNDER - VILLAMIZAR W U J; HEINEN R
TIRE TREAD
DN1999-006 USA D420953 02/22/00 02/22/14 Tire Designs GTR G647RSS - TIRE TREAD POLING D C
DN1999-142 USA D423421 04/25/00 04/25/14 Tire Designs GTR TIRE TREAD YOUNG A G
DN1999-014 USA D423422 04/25/00 04/25/14 Tire Designs GTR EAGLE F1 SUPERCAR - TIRE TREAD SELOOVER M H; MARAZZI E J;
DEMAGALL C A; WEBER M J
DN1999-141 USA D425830 05/30/00 05/30/14 Tire Designs GTR TIRE TREAD YOUNG A G
DN1999-147 USA D425831 05/30/00 05/30/14 Tire Designs GTR FULDA DIADEM LINERO - TIRE TREAD HEINEN R
DN1999-090 USA D426501 06/13/00 06/13/14 Tire Designs GTR GT3 - TIRE TREAD HEINEN R; POWELL K J; HARPES
P; HENIN B M
DN1999-143 USA D427552 07/04/00 07/04/14 Tire Designs GTR TIRE TREAD YOUNG A G
DN1999-082 USA D427952 07/11/00 07/11/14 Tire Designs GTR REMINGTON/CENTENNIAL - TIRE TREAD LOEFFLER R L; WOLSKI T T;
MIYAZAKI T
DN1999-130 USA D428368 07/18/00 07/18/14 Tire Designs GTR WINGFOOT APR - TIRE TREAD HARRIS R T; BLACKISTON P K
III; WILLIAMS J M JR; LACO
J H
DN1999-222 USA D428586 07/25/00 07/25/14 Tire Designs GTR ALL TERRAIN VEHICLE TREAD ROONEY T M
DN1999-145 USA D429189 08/08/00 08/08/14 Tire Designs GTR SAVA EFFECTA - TIRE TREAD BOZNAR S; HEINEN R; CAMBRON
A F G J M; BRIEY-TERLINDEN
P D
DN1999-152 USA D429479 08/15/00 08/15/14 Tire Designs GTR WRANGLER AT/S - TIRE TREAD FIERRO A J; ROHWEDER E E;
SYKORA J C; MILLER F W
DN1999-236 USA D429666 08/22/00 08/22/14 Tire Designs GTR TIRE TREAD ROONEY T M
DN1999-259 USA D429667 08/22/00 08/22/14 Tire Designs GTR O.E. INTEGRITY - TIRE TREAD FIERRO A J; HINDI R M;
GARBER GB
DN1999-182 USA D430080 08/29/00 08/29/14 Tire Designs GTR CARGO ULTRA GRIP G124 - TIRE GRAAS M; HITZKY L J
TREAD
DN1999-257 USA D431800 10/10/00 10/10/14 Tire Designs GTR ULTRA GRIP 6 - TIRE TREAD HEINEN R; HILBERT G N
DN1998-100 USA D432960 10/31/00 10/31/14 Tire Designs GTR ECOCONTROL - TIRE TREAD FEIDER G G; GILLARD J-M
DN1999-224 USA D433355 11/07/00 11/07/14 Tire Designs GTR INTEGRITY - TIRE TREAD MARKOFF M S; NOWACKI M C;
RACKE J M; MARAZZI E J
DN1999-082 USA D433356 11/07/00 11/07/14 Tire Designs GTR REMINGTON/CENTENNIAL - TIRE TREAD LOEFFLER R L; WOLSKI T T;
MIYAZAKI T
DN1999-037 USA D439870 04/03/01 04/03/15 Tire Designs GTR EAGLE RSA - TIRE TREAD LOVELL T P; KUNOS A A; WEBER
M J; MARAZZI E J
DN1999-265 USA D441327 05/01/01 05/01/15 Tire Designs GTR FULDA CARAT ATTIRO - TIRE TREAD GRAAS M
Page 19 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ------------ ----- --------------------------------- ----------------------------
DN2000-007 USA D444426 07/03/01 07/03/15 Tire Designs GTR TIRE TREAD MARAZZI E J; ECKELS M R;
LAWRENCE J K; LEGGE K C;
SEVART J L
DN2000-069 USA D445070 07/17/01 07/17/15 Tire Designs GTR G302 FED SR - TIRE TREAD SCHUSTER D E
DN2000-112 USA D445071 07/17/01 07/17/15 Tire Designs GTR WRANGLER HP - TIRE TREAD BRIGHTWELL R A; MARAZZI E J;
WRIGHT T A; LEGGE K C;
TAKATA H; MAXWELL P B
DN2000-089 USA D445729 07/31/01 07/31/15 Tire Designs GTR TIRE TREAD (DUNLOP DSR096) BROWN R; JOHNSON R D
DN2000-006 USA D448707 10/02/01 10/02/15 Tire Designs GTR MARATHON LHT - TIRE TREAD MAZIARKA M B; ALIE J-C
DN2000-072 USA D448709 10/02/01 10/02/15 Tire Designs GTR G113 RHD - TIRE TREAD LE P T
DN2000-004 USA D449022 10/09/01 10/09/15 Tire Designs GTR ULTRA GRIP WTS - TIRE TREAD CAZIN-BOURGUIGNON J-F;
RODICQ C; KRIER R W
DN2000-082 USA D449258 10/16/01 10/16/15 Tire Designs GTR AS-3A - TIRE TREAD RAYMAN W E
DN2000-061 USA D450032 11/06/01 11/06/15 Tire Designs GTR SAVA INTENSA - TIRE TREAD HEINEN R
DN2000-068 USA D450274 11/13/01 11/13/15 Tire Designs GTR AQUATRED 3+ - TIRE SIDEWALL RATLIFF B J JR; SCHOTT R W;
MILLER C D
DN2001-020 USA D451455 12/04/01 12/04/15 Tire Designs GTR DEBICA 4EVERS S D620 - TIRE TREAD HELT J-N
DN2000-225 USA D451853 12/11/01 12/11/15 Tire Designs GTR FULDA KRISTALL SUPREMO - TIRE HEINEN R; HILBERT G N
TREAD
DN2000-119 USA D451856 12/11/01 12/11/15 Tire Designs GTR ESKIMO S3 - TIRE TREAD GRAAS M
DN2000-118 USA D451857 12/11/01 12/11/15 Tire Designs GTR DUCARO Gdi (Asia) - TIRE TREAD HEINEN R
DN2000-171 USA D451860 12/11/01 12/11/15 Tire Designs GTR TIRE TREAD SCHUSTER D E; YOUNG A G;
LOEFFLER R L
DN2001-011 USA D451867 12/11/01 12/11/15 Tire Designs GTR EAGLE GT-HP - TIRE TREAD CLARK J K; SCHMALIX C K;
MAST L S; BRAYER R R; AULL
J L
DN2001-013 USA D451868 12/11/01 12/11/15 Tire Designs GTR ESA+TECAR SUPER GRIP 6 - TIRE GRAAS M; LARDO C
TREAD
DN2000-238 USA D452199 12/18/01 12/18/15 Tire Designs GTR FULDA REGIOFORCE - TIRE TREAD ROBERT M P C; DE CONINCK P J
G
DN2001-019 USA D453009 01/22/02 01/22/16 Tire Designs GTR FULDA ECOCONTROL - TIRE TREAD HELT J-N
DN2001-076 USA D453729 02/19/02 02/19/16 Tire Designs GTR TIRE TREAD DEMAGALL C A; SELOOVER M H;
WEBER M J
DN2001-096 USA D453730 02/19/02 02/19/16 Tire Designs GTR EAGLE RS-A - TIRE TREAD WEBER M J
DN2000-120 USA D454330 03/12/02 03/12/16 Tire Designs GTR TIRE TREAD GALANTE R L; SPAETH S M
DN2001-023 USA D454832 03/26/02 03/26/16 Tire Designs GTR KWIK-FIT CENTAUR SUPREME 2000 / HEINEN R
OLYMPIC JAVELIN - TIRE TREAD
DN2000-194 USA D455116 04/02/02 04/02/16 Tire Designs GTR EAGLE ULTRA GRIP GW-3 - TIRE GRAAS M; LARDO C
TREAD
DN2001-079 USA D455120 04/02/02 04/02/16 Tire Designs GTR STEELMARK AHT 1 - TIRE TREAD DIXON M H; HERMANN R J;
BLACKISTON P K III
DN2001-080 USA D455709 04/16/02 04/16/16 Tire Designs GTR KSR1 - TIRE TREAD DIXON M H; HERMANN R J;
BLACKISTON P K III
DN2000-146 USA D455997 04/23/02 04/23/16 Tire Designs GTR FORTERA HL - TIRE TREAD FIERRO A J; SCARPITTI A J;
WAGNER D C; SUNDKVIST K E;
SEVARTJL
Page 20 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ------------ ----- --------------------------------- ----------------------------
DN2001-024 USA D455998 04/23/02 04/23/16 Tire Designs GTR KELLY WINTERMARK 6 - TIRE HEINEN R; HILBERT G N
TREAD
DN2001-085 USA D456345 04/30/02 04/30/16 Tire Designs GTR SAVA AVANT A3 - TIRE TREAD BAWIN C J M R; BEAUGUITTE H
M H; GILLARD J-M
DN2001-072 USA D456765 05/07/02 05/07/16 Tire Designs GTR EAGLE F1 GS2 - TIRE TREAD WEBER M J; SCHMALIX C K;
NELSON R B; BRAYER R R
DN2001-078 USA D456769 05/07/02 05/07/16 Tire Designs GTR KELLY KTSA - TIRE TREAD DIXON M H; HERMANN R J;
BLACKISTON P K III
DN2001-090 USA D457126 05/14/02 05/14/16 Tire Designs GTR G633 RSD - TIRE TREAD ALLISON W B; BLACKISTON P K
III
DN2001-016 USA D457128 05/14/02 05/14/16 Tire Designs GTR FULDA REGIOFORCE - TIRE ROBERT M P C; LE P T
TREAD
DN2000-068 USA D457130 05/14/02 05/14/16 Tire Designs GTR AQUATRED 3+ - TIRE RATLIFF B J JR; SCHOTT R W;
SIDEWALL PATTERN MILLER C D
DN2001-021 USA D457855 05/28/02 05/28/16 Tire Designs GTR FULDA REGIOCONTROL - TIRE BAWIN C J M R; BEAUGUITTE H
TREAD M H; GILLARD J-M
DN2000-130 USA D459290 06/25/02 06/25/16 Tire Designs GTR EAGLE F1 GSD 3M - TIRE WEBER M J; HUBBELL J K;
TREAD SKURICH M S; PLAUNY J L
DN2001-083 USA D459296 06/25/02 06/25/16 Tire Designs GTR MULTI MILE EPIC PLUS AND UMSTOT D E; ALLISON W B;
CLASSIC CE - TIRE TREAD ADAMS W T JR; NOPPER T M
DN2001-097 USA D462655 09/10/02 09/10/16 Tire Designs GTR G622 RSD - TIRE TREAD ZURITA L E
DN2001-083 USA D465763 11/19/02 11/19/16 Tire Designs GTR MULTI MILE EPIC PLUS AND UMSTOT D E; ALLISON W B;
CLASSIC CE - TIRE TREAD ADAMS W T JR; NOPPER T M
DN2001-082 USA D469396 01/28/03 04/03/15 Tire Designs GTR EAGLE RS-A PLUS - TIRE HUTSON D D; MURPHY D T;
TREAD NOWACKI M C; KUNOS A A
DN2002-027 USA D470100 02/11/03 02/11/17 Tire Designs GTR TIRE TREAD JOHENNING C P; WEBER M J;
TAUBE J J
DN2002-054 USA D470453 02/18/03 02/18/17 Tire Designs GTR DUNLOP ELITE III - TIRE JACKSON M
TREAD
DN2002-022 USA D470454 02/18/03 02/18/17 Tire Designs GTR MARATHON LHD - TIRE TREAD HELT J-N
DN2002-080 USA D471146 03/04/03 03/04/17 Tire Designs GTR DUNLOP ELITE III - TIRE JACKSON M
TREAD
DN2002-098 USA D471148 03/04/03 03/04/17 Tire Designs GTR VOYAGER HP2 - TIRE TREAD HEINEN R
DN2001-145 USA D471152 03/04/03 03/04/17 Tire Designs GTR TIRE TREAD GRAAS M; EICHER M J
DN2002-047 USA D471509 03/11/03 03/11/17 Tire Designs GTR IGLU - TIRE TREAD GRAAS M
DN2002-046 USA D471511 03/11/03 03/11/17 Tire Designs GTR ESKIMO S3 - TIRE TREAD GRAAS M
DN2002-062 USA D472200 03/25/03 03/25/17 Tire Designs GTR GOODYEAR TRACTION BONKO M L; KAPITANCHUK G R
IMPLEMENT - TIRE TREAD
DN2002-039 USA D473513 04/22/03 04/22/17 Tire Designs GTR MARATHON CARGO - TIRE TREAD WELBES P
DN2002-050 USA D473514 04/22/03 04/22/17 Tire Designs GTR WRANGLER HP All Weather - HITZKY L J; LABBE C; LARDO C
TIRE TREAD
DN2002-003 USA D474147 05/06/03 05/06/17 Tire Designs GTR G392 SSD - TIRE TREAD ZURITA L E
DN2002-163 USA D477810 07/29/03 07/29/17 Tire Designs GTR KELLY CHARGER - TIRE BUDICH T M; SMATANA S C
SIDEWALL
DN2002-055 USA D478862 08/26/03 08/26/17 Tire Designs GTR G365 - TIRE TREAD GILLARD J-M; FEIDER G G;
ALIE J-C; ZURITA L E; WELKER
W L
DN2002-097 USA D478865 08/26/03 08/26/17 Tire Designs GTR KELLY CHARGER - TIRE TREAD DIXON M H; UMSTOT D E; LACO
J H
DN2002-040 USA D479190 09/02/03 09/02/17 Tire Designs GTR FORTERA - TIRE SIDEWALL MAXWELL P B
Page 21 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ------------ ----- --------------------------------- ----------------------------
DN2002-096 USA D482323 11/18/03 11/18/17 Tire Designs GTR EAGLE LS2 - TIRE TREAD CORBIN E N; PEEPLES T L JR;
CANANKAMP M A; LUNDELL R S
DN2003-024 USA D482651 11/25/03 12/11/15 Tire Designs GTR TIRE TREAD AULL J L; SCHMALIX C K;
BRAYER R R
DN2002-182 USA D483004 12/02/03 12/02/17 Tire Designs GTR DUNLOP SP SPORT 01 - TIRE TREAD SCHOMBURG J; LOEWENHAUPT B
DN2003-007 USA D483007 12/02/03 12/02/17 Tire Designs GTR ASSURANCE WITH COMFORTRED BRAYER R R; SCHMALIX C K;
TECHNOLOGY - TIRE TREAD RUSSELL N E; REID K A
DN2002-040 USA D483010 12/02/03 12/02/17 Tire Designs GTR FORTERA - TIRE SIDEWALL MAXWELL P B
DN2003-040 USA D491518 06/15/04 06/15/18 Sumitomo GTR TIRE TREAD - SP9000 REPLACEMENT MIYABE S; FEHL H W; WINDISCH
Rubber -SPORTMAXX 01 C; IWAMURA W; MATSUMOTO T;
Industries MINAMI N
DN2003-087 USA D491883 06/22/04 06/22/18 Tire Designs GTR TIRE TREAD LANDERS S P; SCHMALIX C K;
POLING D C; RATLIFF B J JR;
LOSEY R A
DN2003-106 USA D492247 06/29/04 06/29/18 Tire Designs GTR ASSURANCE WITH COMFORT TREAD - SCHMALIX C K; BRAYER R R;
TIRE TREAD RUSSELL N E; REID K A
DN2004-056 USA D500474 01/04/05 01/04/19 Tire Designs GTR TIRE SIDEWALL MAXWELL P B; FONTAINE S W
DN2003-087 USA D501180 01/25/05 01/25/19 Tire Designs GTR ASSURANCE - INTERMEDIATE TREAD LANDERS S P; SCHMALIX C K;
FOR A TIRE POLING D C; RATLIFF B J JR;
LOSEY R A
DN2004-009 USA D503146 03/22/05 03/22/19 Tire Designs GTR WRANGLER WITH SILENT ARMOR - TIRE MAXWELL P B; FONTAINE S W
SIDEWALL
DN2004-055 USA D503374 03/29/05 03/29/19 Tire Designs GTR FORTERA - TIRE TREAD MAXWELL P B; FONTAINE S W;
UMSTOT D E; NOPPER T M
DN2003-087 USA D504105 04/19/05 04/19/19 Tire Designs GTR ASSURANCE - CENTRAL LANDERS S P; SCHMALIX C K;
CIRCUMFERENTIAL TREAD FOR A TIRE POLING D C; RATLIFF B J JR;
LOSEY R A
DN2004-029 USA D506435 06/21/05 07/06/18 Tire Designs GTR ASSURANCE - TIRE SIDEWALL MAXWELL P B; REID K A;
SCHOTT R W; CICCHIANI M G
DN2004-170 USA D512012 11/29/05 11/29/19 Tire Designs GTR EXCELLENCE - TIRE TREAD DELU J M G; ROBINET E C R A;
HEINEN R; LABBE C; CLOSE R
P; FRAIPONT X S B
DN2004-171 USA D512013 11/29/05 11/29/19 Tire Designs GTR EXCELLENCE - TIRE TREAD DELU J M G; ROBINET E C R A;
HEINEN R; LABBE C; CLOSE R
P; FRAIPONT X S B
DN2004-118 USA D515021 02/14/06 02/14/20 Tire Designs GTR EXCELLENCE - TIRE TREAD DELU J M G; ROBINET E C R A;
MAITRE B P
DN2004-119 USA D517000 03/14/06 03/14/20 Tire Designs GTR TIRE TREAD ALLEN P B; MILLER C D;
MAXWELL P B; BURNWORTH K L;
DIGMAN B D
Page 22 of 23
MATERIAL U.S. PATENTS
DOCKET PATENT GRANT EXPIRATION
NUMBER CTY NUMBER DATE DATE CLIENT OWNER TITLE INVENTORS
- ---------- --- ------- -------- ---------- ------------ ----- --------------------------------- ----------------------------
DN2004-095 USA D519916 05/02/06 05/02/20 Tire Designs GTR ASSURANCE - SHOULDER TREAD POLING D C; SCHMALIX C K;
FOR A TIRE MARAZZI E J; BRAYER R R;
LOSEY R A; ALLEN W D;
LANDERS S P; RATLIFF B J JR
DN2005-002 USA D526956 08/22/06 08/22/20 Tire Designs GTR WRANGLER F1 - TIRE TREAD WELBES P; VAN DER MEER A;
LABBE C
DN2005-005 USA D528068 09/12/06 09/12/20 Tire Designs GTR KELLY SAFARI TREX - TIRE TREAD UMSTOT D E; NOPPER T M; LACO
J. H; THUM T F; CANDILIOTIS
J C; BOORE R E; KING P J
DN2005-021 USA D530267 10/17/06 09/12/20 Tire Designs GTR KELLY SAFARI TREX - TIRE TREAD UMSTOT D E; NOPPER T M; LACO
J H; THUM T F; CANDILIOTIS
J C; BOORE R E; KING P J
DN2005-004 USA D531572 11/07/06 11/07/20 Tire Designs GTR FORTERA WITH SILENT ARMOR SCHMALIX C K; GRIFFIN D A;
TECHNOLOGY - TIRE TREAD GRABO K E; SUNDKVIST K E;
PAN E D-R
Page 23 of 23
TRADEMARKS
TRADEMARK REGISTRATION NUMBER REGISTRATION DATE GOODS OR SERVICES
- ---------------------------------------------------- ------------------- ------------------ -------------------------------------
MATERIAL U.S. TRADEMARKS
ASSURANCE 2890408 September 28, 2004 Tires
EAGLE 679617 June 2, 1959 Tires
FORTERA 2586420 June 25, 2002 Tires
GEMINI 2574113 May 28, 2002 Retail Tire Store Services and
Automotive Repair Services
GOODYEAR 873220 July 15, 1969 Automotive Repair Services
GOODYEAR (stylized) 504296 November 30, 1948 Pneumatic Tires
GOODYEAR & Winged Foot Design 883095 December 23, 1969 Automotive Repair Services
GOODYEAR & Winged Foot Design 909784 March 9, 1971 Distributorship Services and Retail
Store Services in the Field of
Automobile Supplies
GOODYEAR & Winged Foot Design 507923 March 22, 1949 Tires and Inner Tubes Therefor; Hose
and Belting Composed Wholly or
Principally of Rubber; and Rubber
Packing for Machinery
GOODYEAR & Winged Foot Design 1167180 September 1, 1981 Rubber Treads for Retreading Tires
GOODYEAR & Winged Foot Design 1202797 July 27, 1982 Clothing, namely, Jackets, Caps and
Hats, T-Shirts, Sweatshirts, Knit
Shirts, Athletic Suits and Shorts,
Uniforms and Sweaters
GOODYEAR & Winged Foot Design 1294932 September 11, 1984 Credit Card Services
GOODYEAR & Winged Foot Design 56752 October 16, 1906 Rubber Tires
GOODYEAR & Winged Foot Design & Blimp Design 1202796 July 27, 1982 Clothing, namely Caps, T-Shirts,
Sweatshirts and Jackets
GOODYEAR & Winged Foot Design in Rectangular Design, 2149230 April 7, 1998 Retail Tire Store Services and
w/claim to colors Blue & Gold Automotive Repair Services
GOODYEAR & Winged Foot Design in Rectangular Design, 2149231 April 7, 1998 Tires
w/claim to colors Blue & Gold
GOODYEAR & Winged Foot Design Tire Center 933686 May 9, 1972 Retail Stores Services in the Field
of Automobile Supplies
JUST TIRES & Design 1991629 August 6, 1996 Automotive Repair Services and Retail
Tire Store Services
KELLY 1120958 June 26, 1979 Tires
KELLY-SPRINGFIELD 920205 September 14, 1971 Tires
UNISTEEL 649325 July 30, 1957 Tires
WRANGLER 811711 July 26, 1966 Tires
MATERIAL U.S. COPYRIGHTS
None.
MATERIAL CANADIAN TRADEMARKS
OWNED BY THE GOODYEAR TIRE & RUBBER COMPANY
ASSURANCE TMA-617222 August 20, 2004 Tires
EAGLE TMA-165505 October 3, 1969 Tires for vehicles of all types
FORTERA TMA-572377 December 16, 2002 Tires
Page 1 of 2
TRADEMARKS
TRADEMARK REGISTRATION NUMBER REGISTRATION DATE GOODS OR SERVICES
- --------------------------------------------- ------------------- ------------------ --------------------------------------------
KELLY TMA-333062 October 16, 1987 Tires
KELLY-SPRINGFIELD TMA-184607 July 28, 1972 Tires, Inner Tubes and Tread Rubber
UNISTEEL TMA-111430 September 5, 1958 Tires
WRANGLER TMA-152964 September 8, 1967 Tires
OWNED BY GOODYEAR CANADA INC.
GOODYEAR TMDA-023543 May 11, 1918 Pneumatic and solid tires, pneumatic tubes,
tire accessories, hose, belting, packing,
tubing, molded goods, cements, leather
substitutes, rubber or composition heels or
soles
GOODYEAR TMA-196320 December 21, 1973 Automotive repair service
GOODYEAR & Design TMDA-027267 September 30, 1920 Rubber and balata goods, manufactured goods
containing other materials used to effect
the adhesion or moisture proofing of
fabrics, such as pneumatic and solid tires,
pneumatic tubes, tire accessories, hose,
belting, packing, tubing, moulded goods,
cement or leather substitutes
GOODYEAR & Winged Foot Design TMA-331529 September 4, 1987 Operation of a business dealing in retail
services relating to the sale of tires and
automotive accessories and the servicing and
repair of motor vehicles
GOODYEAR & Design TMA-395503 March 13, 1992 Clothing; namely, jackets, sweat pants,
shirts, suspenders and wrist bands
GOODYEAR [and Winged Foot Design] #1 in Tires TMA-507526 February 2, 1999 Tires
GOODYEAR TIRE CENTRE & Design TMA-204339 January 3, 1975 Distributorship services and retail store
services in the field of automobile
supplies, home appliances, sporting goods,
furniture, power and hand tools, cooking
utensil, dishware and glassware, clothing,
cosmetics, toys and electrical appliances
Page 2 of 2
Schedule 4.01
to Amended and Restated
Second Lien Credit Agreement
Post-Restatement Date Delivery Requirements
1. With respect to the following Subsidiaries, the Borrower
(a) will use commercially reasonable efforts to (i) execute and
deliver new Foreign Pledge Agreements or, if satisfactory to
foreign counsel, amendments, restatements, reaffirmations or
notifications of existing Foreign Pledge Agreements (each, an
"Ancillary Foreign Pledge Document"), in each case in a form
satisfactory to foreign counsel and (ii) perfect pledges of
65% of the Equity Interests to secure the Obligations as soon
as practicably possible; and
(b) in any event shall (i) execute and deliver such new Foreign
Pledge Agreements or such Ancillary Foreign Pledge Documents
within 45 days following the Restatement Date, and (ii)
perfect such Equity Interests within 120 days following the
Restatement Date; provided, however, that in the event that
the Borrower fails to satisfy such obligations within such
time limits and such failure is attributable to events,
conditions or circumstances that are outside of the Borrower's
reasonable control, then such periods shall be extended
(without further action by any party) for an amount of time
that is reasonable under the circumstances, subject to
paragraph 5 below:
Corporacion Industrial Mercurio, S.A. de C.V. (Mexico)
Compania Goodyear del Peru S.A.
Goodyear Orient Company (Private) Limited (Singapore)
Goodyear Engineered Products Canada Inc.
2. With respect to the following Subsidiary, the Borrower
(a) will use commercially reasonable efforts to execute and
deliver new Foreign Pledge Agreements or, if satisfactory to
foreign counsel, Ancillary Foreign Pledge Documents, in each
case in a form satisfactory to foreign counsel, and perfect
pledges of 65% of the Equity Interests to secure the
Obligations as soon as practicably possible; and
(b) in any event shall execute and deliver such new Foreign Pledge
Agreements or such Ancillary Foreign Pledge Documents, in each
case in a form satisfactory to foreign counsel, within 60 days
following the Restatement Date, and perfect such Equity
Interests within 120 days following the Restatement Date;
provided, however, that in the event that the Borrower fails
to satisfy such obligations within such time limits and such
failure is attributable to events, conditions or circumstances
that are outside of the Borrower's reasonable control, then
such periods shall be extended (without further action by any
party) for an amount of time as is reasonable under the
circumstances, subject to paragraph 5 below:
Goodyear de Chile S.A.I.C.
3. With respect to the following Subsidiaries, the Borrower
(a) will use commercially reasonable efforts to execute and
deliver new Foreign Pledge Agreements or, if satisfactory to
foreign counsel, Ancillary Foreign Pledge Documents, in each
case in a form satisfactory to foreign counsel, and perfect
pledges of 65% of the Equity Interests to secure the
Obligations as soon as practicably possible; and
(b) and in any event shall execute and deliver such Foreign Pledge
Agreements or such Ancillary Foreign Pledge Documents within
45 days following the Restatement Date, and the Borrower will
provide a report on the status of the perfection of the pledge
under each such Foreign Pledge Agreement or such Ancillary
Foreign Pledge Document not later than 75 days following the
Restatement Date; provided, however, that in the event that
the Borrower fails to satisfy such obligations within such
time limits and such failure is attributable to events,
conditions or circumstances that are outside of the Borrower's
reasonable control, then such periods shall be extended
(without further action by any party) for an amount of time as
is reasonable under the circumstances, subject to paragraph 5
below:
Goodyear Malaysia Berhad
Goodyear (Thailand) Public Company Limited
Goodyear do Brasil Produtos de Borracha Ltda.
4. With respect to the following Subsidiaries, the Borrower will use
commercially reasonable efforts to procure a favorable written
opinion by local counsel on the continuing validity of the existing
Foreign Pledge Agreements, and in any event shall procure such
written opinion within 120 days following the Restatement Date;
provided, however, that in the event that the Borrower fails to
satisfy such obligations within such time limits and such failure is
attributable to events, conditions or circumstances that are outside
of the Borrower's reasonable control, then such periods shall be
extended (without further action by any party) for an amount of time
that is reasonable under the circumstances, subject to paragraph 5
below:
Goodyear de Colombia S.A.
C.A. Goodyear de Venezuela
5. The foreign subsidiaries referred to in paragraphs 1, 2, 3 and 4
above are collectively called the "Foreign Subsidiaries", and the
Foreign Subsidiaries other than Goodyear Malaysia Berhad, Goodyear
(Thailand) Public Company Limited and Goodyear do Brasil Produtos de
Borracha Ltda. are collectively called the "Designated Foreign
Subsidiaries". Notwithstanding the provisos in paragraphs 1, 2, 3
and 4 above, the Borrower will (a) within 60 days following the
Restatement Date execute and deliver new Foreign Pledge Agreements
or, if satisfactory to foreign counsel, Ancillary Foreign Pledge
Documents, in each case in a form satisfactory to foreign counsel,
covering 65% of the Equity Interests of Foreign Subsidiaries
representing at least
75% of the total EBITDA of all the Foreign Subsidiaries for the then
most recent 12 month period for which financial statements of the
Foreign Subsidiaries shall be available, (b) within 120 days
following the Restatement Date execute and deliver new Foreign
Pledge Agreements or, if satisfactory to foreign counsel, Ancillary
Foreign Pledge Documents, in each case in a form satisfactory to
foreign counsel, and perfect pledges of 65% of the Equity Interests
of Designated Foreign Subsidiaries representing at least 75% of the
total EBITDA of all the Designated Foreign Subsidiaries for the then
most recent 12 month period for which financial statements of the
Foreign Subsidiaries shall be available, and (c) within 180 days
following the Restatement Date execute and deliver new Foreign
Pledge Agreements or, if satisfactory to foreign counsel, Ancillary
Foreign Pledge Documents, in each case in a form satisfactory to
foreign counsel, and perfect pledges of 65% of the Equity Interests
of Foreign Subsidiaries representing at least 75% of the total
EBITDA of all the Foreign Subsidiaries for the then most recent 12
month period for which financial statements of the Foreign
Subsidiaries shall be available. For purposes of this paragraph 5,
(y) the "EBITDA" of each Foreign Subsidiary for the period of
calculation shall equal (i) the segment operating income of such
Foreign Subsidiary for such period, as determined for purposes of
presenting in the audited financial statements of the Borrower and
its Consolidated Subsidiaries the business segment operating income
of the business segment of which such Foreign Subsidiary is a part,
plus (ii) without duplication, all amounts attributable to
depreciation and amortization of such Foreign Subsidiary for such
period to the extent such depreciation and amortization was deducted
in the determination of segment operating income of such Foreign
Subsidiary, and (z) the EBITDA of each Foreign Subsidiary in respect
of which the Borrower shall have procured the legal opinion required
pursuant to paragraph 4 above shall be included in determining the
Borrower's compliance with each of clauses (a), (b) and (c) of this
paragraph 5 as if the Borrower had executed and delivered a new
Foreign Pledge Agreement satisfactory to foreign counsel with
respect to such Foreign Subsidiary and perfected pledges of 65% of
the Equity Interests of such Foreign Subsidiary.
5. The obligations of the Borrower under the preceding paragraphs are
subject to the reasonable cooperation of the Collateral Agent and
its US counsel.
Any reference herein to "65% of the Equity Interests" of a Person shall mean the
lesser of 65% of the Equity Interests of such Person or all Equity Interests of
such Person held by the Borrower.
Schedule 6.06
to Amended and Restated
Second Lien Credit Agreement
Existing Liens
1. Liens evidenced by the UCC financing statements set forth in Annex A hereto.
2. Liens evidenced by the PPSA financing statements set forth in Annex B hereto.
3. Liens encumbering the property of certain Subsidiaries of the Borrower set
forth in Annex C hereto.
4. Liens set forth in Annex D hereto.
5. Liens encumbering the following bank accounts of the Borrower or a
Subsidiary, as the case may be:
(a) SalomonSmithBarney Account Number 6193212013164 of The Goodyear Tire &
Rubber Company, pledged as security to the Remediation Trust Fund as Secured
Party in connection with satisfying certain state or federal financial assurance
requirements.
(b) SalomonSmithBarney Account Number 6193214514164 of The Goodyear Tire &
Rubber Company, pledged as security to the Ohio Environmental Protection Agency
as Secured Party in connection with satisfying certain state financial assurance
requirements.
6. Any Liens on any property or asset of the Borrower or any Subsidiary existing
on the date hereof that are not in the aggregate material to the business of the
Borrower and the Subsidiaries.
Annex A
to Schedule 6.06
BELT CONCEPTS OF AMERICA, INC.
CSC Search through 3/30/07
Delaware
Filing Date File Number Type of Filing Secured Party Description of Collateral
- ----------- ----------- -------------- ------------- -------------------------
6/10/2002 21681281 UCC1 Tennant Financial Services Equipment under lease
4/03/2003 30877798 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
3/15/2004 40717753 UCC1 Wilmington Trust Company All assets of Debtor
8/18/2004 42336784 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
4/12/2005 51117416 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
4/13/2005 51135202 UCC1 Deutsche Bank Trust Accounts, Inventory, Equipment, etc.
Company Americas
4/14/2005 51150805 UCC1 Wilmington Trust Company All assets of Debtor
COSMOFLEX, INC.
CSC Search through 3/30/07
Delaware
Filing Date File Number Type of Filing Secured Party Description of Collateral
- ----------- ----------- -------------- ------------- -------------------------
4/03/2003 30877871 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
3/15/2004 40717779 UCC1 Wilmington Trust Company All assets of Debtor
8/18/2004 42336867 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
4/12/2005 51117531 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
4/13/2005 51135285 UCC1 Deutsche Bank Trust Accounts, Inventory, Equipment, etc.
Company Americas
4/14/2005 51150847 UCC1 Wilmington Trust Company All assets of Debtor
DAPPER TIRE CO., INC.
CSC Search through 3/30/07
California
Filing Date File Number Type of Filing Secured Party Description of Collateral
- ----------- ----------- -------------- ------------- -------------------------
3/04/2003 20030640359 UCC1 GELCO Corporation DBA GE Equipment under lease
Capital Fleet Services
4/03/2003 200309760535 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
5/19/2003 200313960875 UCC1 GELCO Corporation DBA GE Equipment under lease
Capital Fleet Services
7/25/2003 200321060098 UCC1 GELCO Corporation DBA GE Equipment under lease
Capital Fleet Services
3/15/2004 407860422 UCC1 Wilmington Trust Company All assets of Debtor
8/18/2004 41002094313 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
4/12/2005 057022709850 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
4/13/2005 057022881720 UCC1 Deutsche Bank Trust Accounts, Inventory, Equipment, etc.
Company Americas
4/14/2005 057023025165 UCC1 Wilmington Trust Company All assets of Debtor
4/05/2006 067065125557 UCC1 CitiCorp Leasing, Inc. One Caterpillar Model #C3000LP
DIVESTED COMPANIES HOLDING COMPANY
CSC Search through 3/30/07
Delaware
Filing Date File Number Type of Filing Secured Party Description of Collateral
- ----------- ----------- -------------- ------------- -------------------------
4/03/2003 30877988 UCC1 JPMorgan Chase Bank Account, Inventory, Equipment, etc.
3/15/2004 40717795 UCC1 Wilmington Trust Company All assets of Debtor
8/18/2004 42336693 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
4/12/2005 51117705 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
4/13/2005 51135343 UCC1 Deutsche Bank Trust Accounts, Inventory, Equipment, etc.
Company Americas
4/14/2005 51150896 UCC1 Wilmington Trust Company All assets of Debtor
DIVESTED LITCHFIELD PARK PROPERTIES, INC.
CSC Search through 3/30/07
Arizona
Filing Date File Number Type of Filing Secured Party Description of Collateral
- ----------- ----------- -------------- ------------- -------------------------
4/04/2003 200312557243 UCC1 JPMorgan Chase Bank Account, Inventory, Equipment, etc.
3/15/2004 200413049402 UCC1 Wilmington Trust Company All assets of Debtor
8/19/2004 200413301103 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
GOODYEAR ENGINEERED PRODUCTS THAILAND INC.
CSC Search through 3/30/07
Delaware
Filing Date File Number Type of Filing Secured Party Description of Collateral
- ----------- ----------- -------------- ------------- -------------------------
8/29/2006 63011269 UCC1 JPMorgan Chase Bank Account, Inventory, Equipment, etc.
8/29/2006 63011327 UCC1 Deutsche Bank Trust Account, Inventory, Equipment, etc.
Company Americas
GOODYEAR FARMS, INC.
CSC Search through 3/30/07
Arizona
Filing Date File Number Type of Filing Secured Party Description of Collateral
- ----------- ----------- -------------- ------------- -------------------------
4/03/2003 200312557254 UCC1 JPMorgan Chase Bank Account, Inventory, Equipment, etc.
3/15/2004 200413051848 UCC1 Wilmington Trust Company All assets of Debtor
8/19/2004 200413301090 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
GOODYEAR DUNLOP TIRES NORTH AMERICA, LTD.
CSC Search through 3/30/07
Ohio
Filing Date File Number Type of Filing Secured Party Description of Collateral
- ----------- ----------- -------------- ------------- -------------------------
2/06/2003 OH00059778622 UCC1 New York Job Equipment under lease
Development Authority
GOODYEAR INTERNATIONAL CORPORATION
CSC Search through 3/30/07
Delaware
Filing Date File Number Type of Filing Secured Party Description of Collateral
- ----------- ----------- -------------- ------------- -------------------------
4/03/2003 30878051 UCC1 JPMorgan Chase Bank Account, Inventory, Equipment, etc.
3/15/2004 40717803 UCC1 Wilmington Trust Company All assets of Debtor
8/18/2004 42336602 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
4/12/2005 51117796 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
4/13/2005 51135426 UCC1 Deutsche Bank Trust Accounts, Inventory, Equipment, etc.
Company Americas
4/14/2005 51150920 UCC1 Wilmington Trust Company All assets of Debtor
THE KELLY-SPRINGFIELD TIRE CORPORATION
CSC Search through 3/30/07
Delaware
Filing Date File Number Type of Filing Secured Party Description of Collateral
- ----------- ----------- -------------- ------------- -------------------------
4/03/2003 30878143 UCC1 JPMorgan Chase Bank Account, Inventory, Equipment, etc.
3/15/2004 40717837 UCC1 Wilmington Trust Company All assets of Debtor
8/18/2004 42336529 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
4/12/2005 51117952 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
4/13/2005 51135475 UCC1 Deutsche Bank Trust Accounts, Inventory, Equipment, etc.
Company Americas
4/14/2005 51150995 UCC1 Wilmington Trust Company All assets of Debtor
1/06/2006 60066654 AMEND Wilmington Trust Company All assets of Debtor
1/06/2006 60066696 AMEND JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
1/06/2006 60066688 AMEND JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
1/06/2006 60066670 AMEND Deutsche Bank Trust Accounts, Inventory, Equipment, etc.
Company Americas
1/06/2006 60066662 AMEND Wilmington Trust Company All assets of Debtor
1/18/2006 60196642 AMEND JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
UTICA CONVERTERS, INC.
CSC Search through 3/30/07
Delaware
Filing Date File Number Type of Filing Secured Party Description of Collateral
- ----------- ----------- -------------- ------------- -------------------------
12/23/2003 33388231 UCC1 Alter Moneta Corporation Equipment under lease
3/01/2004 40582181 UCC1 Alter Moneta Corporation Equipment under lease
Ohio
3/28/2007 20070870580 AMEND Zions Credit Corporation Equipment under lease
3/28/2007 20070870582 AMEND Zions Credit Corporation Equipment under lease
WINGFOOT COMMERCIAL TIRE SYSTEMS, LLC
CSC Search through 3/30/07
Ohio
Filing Date File Number Type of Filing Secured Party Description of Collateral
- ----------- ----------- -------------- ------------- -------------------------
2/27/2002 OH00045734149 UCC1 Lease Corporation of Equipment under lease
America
12/05/2002 OH00057430432 UCC1 TCF Leasing, Inc. Equipment under lease
4/10/2003 OH00062208973 UCC1 Kyocera Mita America, Inc. Equipment under lease
6/20/2003 OH00065323091 UCC1 Lease Corporation of Equipment under lease
America
7/22/2003 20032040242 AMEND Lease Corporation of Equipment under lease
America
12/10/2003 OH00071698012 UCC1 JPMorgan Chase Bank Accounts, Inventory,
Equipment, etc.
3/15/2004 OH00074875899 UCC1 Wilmington Trust Company All assets of Debtor
8/19/2004 OH00080690926 UCC1 JPMorgan Chase Bank Accounts, Inventory,
Equipment, etc.
4/13/2005 OH00088297829 UCC1 JPMorgan Chase Bank Accounts, Inventory,
Equipment, etc.
4/14/2005 OH00088359477 UCC1 Deutsche Bank Trust Accounts, Inventory,
Company Americas Equipment, etc.
4/15/2005 OH00088389399 UCC1 Wilmington Trust Company All assets of Debtor
7/31/2006 OH00104949186 UCC1 NMHG Financial Services, Inc. All equipment etc. of the
Debtor
3/09/2007 OH0012694034 UCC1 Main Street Bank Equipment and property
WINGFOOT VENTURES EIGHT, INC.
CSC Search through 3/30/07
Delaware
Filing Date File Number Type of Filing Secured Party Description of Collateral
- ----------- ----------- -------------- ------------- -------------------------
4/03/2003 30878077 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
3/15/2004 40717902 UCC1 Wilmington Trust Company All assets of Debtor
8/18/2004 42336404 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
4/12/2005 51118067 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
4/13/2005 51135509 UCC1 Deutsche Bank Trust Accounts, Inventory, Equipment, etc.
Company Americas
4/14/2005 51151027 UCC1 Wilmington Trust Company All assets of Debtor
THE GOODYEAR TIRE & RUBBER COMPANY
CSC Search through 3/30/07
Ohio
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
3/12/1991 AE0055607 UCC1 Meridian Leasing Corporation Equipment under lease
12/3/1991 1045786 ASGN The CIT Group/Equipment Financing, Inc. Equipment under lease
11/2/1995 11029504002 CONT The CIT Group/Equipment Financing, Inc. Equipment under lease
2/28/1996 2299600124 CONT The CIT Group/Equipment Financing, Inc. Equipment under lease
12/23/1993 AK67354 UCC1 Hewlett-Packard Company Equipment under lease
(12239321001)
9/8/1998 19982600134 CONT Hewlett-Packard Company Equipment under lease
6/3/1994 AL04804 UCC1 National City Bank No description of collateral
5/25/1999 19991760003 CONT National City Bank No description of collateral
11/17/1998 AP0105531 UCC1 Hinsbrook Bank & Trust Equipment under lease
11/17/1998 AP0105538 UCC1 Hinsbrook Bank & Trust Equipment under lease
11/17/1998 AP0105533 UCC1 Hinsbrook Bank & Trust Equipment under lease
11/17/1998 AP0105535 UCC1 Hinsbrook Bank & Trust Equipment under lease
11/18/1998 AP0105035 UCC1 AT&T Systems Leasing Corporation Equipment under lease
1/4/1999 19990060007 ASGN First Bank of Highland Park Equipment under lease
11/18/1998 AP0105872 UCC1 AT&T Systems Leasing Corporation Equipment under lease
11/23/1998 AP0101351 UCC1 TechTeam Capital Group Inc Equipment under lease
12/2/1998 AP0103063 UCC1 AT&T Systems Leasing Corporation Equipment under lease
12/11/1998 AP0105094 UCC1 Sequel Capital Corporation Equipment under lease
12/11/1998 AP0105095 UCC1 Sequel Capital Corporation Equipment under lease
12/12/1998 AP0104871 UCC1 TechTeam Capital Group Inc Equipment under lease
10/5/1999 19992460125 ASGN Sentry Financial Corporation Equipment under lease
12/14/1998 AP0106957 UCC1 Meridian Leasing Corporation Equipment under lease
2/9/1999 19990490335 ASGN Park National Bank & Trust of Chicago Equipment under lease
12/17/1998 AP0108198 UCC1 Ameritech Credit Corporation Equipment under lease
12/22/1998 AP011067 UCC1 Information Leasing Corporation Equipment under lease
1/12/1999 AP0114932 UCC1 TechTeam Capital Group Inc Equipment under lease
1/29/1999 AP0119114 UCC1 Meridian Leasing Corporation Equipment under lease
2/8/1999 AP0121823 UCC1 TechTeam Capital Group Inc Equipment under lease
10/5/1999 19992460127 ASGN Sentry Financial Corporation Equipment under lease
2/11/1999 AP0120662 UCC1 Barrington Bank & Trust Company, N.A. Equipment under lease
2/22/1999 AP0125837 UCC1 TechTeam Capital Group Inc Equipment under lease
2/24/1999 AP0126266 UCC1 Hewlett-Packard Company Equipment under lease
3/2/1999 AP0128759 UCC1 Leasing Solutions, Inc. Equipment under lease
5/27/1999 19991520006 ASGN First Union National Bank Equipment under lease
3/15/1999 AP0127462 UCC1 Barrington Bank & Trust Company, N.A. Equipment under lease
3/16/1999 AP0133146 UCC1 El Camino Resources, Ltd. Equipment under lease
3/18/1999 AP0133341 UCC1 TechTeam Capital Group Inc Equipment under lease
3/19/1999 AP0133756 UCC1 Meridian Leasing Corporation Equipment under lease
3/19/1999 AP0133757 UCC1 Meridian Leasing Corporation Equipment under lease
3/22/1999 AP0129008 UCC1 The CIT Group/Equipment Financing, Inc. Equipment under lease
12/31/2003 20033650146 CONT The CIT Group / Equipment Financing Inc. Equipment under lease
4/14/1999 AP0133853 UCC1 Barrington Bank & Trust Company, N.A. Equipment under lease
4/14/1999 AP0133854 UCC1 Barrington Bank & Trust Company, N.A. Equipment under lease
TYPE OF
FILING DATE FILE NUMBER FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- ------- ------------- -------------------------
4/22/1999 AP0136117 UCC1 The CIT Group/Equipment Financing, Inc. Equipment under lease
4/23/1999 AP0136581 UCC1 Hewlett-Packard Company Equipment under lease
5/6/1999 AP0141302 UCC1 Fleet Business Credit Corporation Equipment under lease
5/10/1999 AP0142121 UCC1 Barrington Bank & Trust Company, N.A. Equipment under lease
5/10/1999 AP0142122 UCC1 Barrington Bank & Trust Company, N.A. Equipment under lease
5/10/1999 AP0147639 UCC1 International Bank of Chicago Equipment under lease
5/10/1999 AP0147641 UCC1 International Bank of Chicago Equipment under lease
5/17/1999 AP0150824 UCC1 TechTeam Capital Group Inc Equipment under lease
6/4/1999 AP0148438 UCC1 Newcourt Technologies Corporation Equipment under lease
6/4/1999 AP0155182 UCC1 TechTeam Capital Group Inc Equipment under lease
6/15/1999 AP0152016 UCC1 Information Leasing Corporation Equipment under lease
6/22/1999 AP0159696 UCC1 Meridian Leasing Corporation Equipment under lease
7/1/1999 AP0162521 UCC1 Synleaseco Delaware Business Trust Land and Fixtures
7/6/1999 AP0186816 UCC1 National City Bank Equipment under lease
7/27/1999 AP0164521 UCC1 Barrington Bank & Trust Company, N.A. Equipment under lease
7/27/1999 AP0164522 UCC1 Barrington Bank & Trust Company, N.A. Equipment under lease
7/30/1999 AP0165330 UCC1 Ameritech Credit Corporation Equipment under lease
8/9/1999 AP0174222 UCC1 El Camino Resources, Ltd. Equipment under lease
8/13/1999 AP0168632 UCC1 Barrington Bank & Trust Company, N.A. Equipment under lease
8/13/1999 AP0168634 UCC1 Barrington Bank & Trust Company, N.A. Equipment under lease
8/20/1999 AP0177166 UCC1 Barrington Bank & Trust Company, N.A. Equipment under lease
8/31/1999 AP0178489 UCC1 TechTeam Capital Group LLC Equipment under lease
9/2/1999 AP0185720 UCC1 Meridian Leasing Corporation Equipment under lease
9/20/1999 AP0182112 UCC1 Pitney Bowes Credit Corporation Equipment under lease
9/20/1999 AP0182422 UCC1 Pitney Bowes Credit Corporation Equipment under lease
2/28/2000 20000820053 AMEND Pitney Bowes Credit Corporation Equipment under lease
4/21/2000 20001150097 ASGN General Electric Capital Business Asset Funding Equipment under lease
Corporation
9/20/1999 AP0182423 UCC1 Pitney Bowes Credit Corporation Equipment under lease
9/20/1999 AP0182424 UCC1 Pitney Bowes Credit Corporation Equipment under lease
2/29/2000 20000820099 AMEND Pitney Bowes Credit Corporation Equipment under lease
4/21/2000 20001150096 ASGN General Electric Capital Business Asset Funding Equipment under lease
Corporation
9/20/1999 AP0182425 UCC1 Pitney Bowes Credit Corporation Equipment under lease
9/20/1999 AP0182426 UCC1 Pitney Bowes Credit Corporation Equipment under lease
2/29/2000 20000820100 AMEND Pitney Bowes Credit Corporation Equipment under lease
6/9/2000 20001650115 AMEND Pitney Bowes Credit Corporation Equipment under lease
10/1/1999 AP0183631 UCC1 Michigan Heritage Bank Equipment under lease
10/7/1999 AP0186582 UCC1 GTE Leasing Corporation Equipment under lease
10/8/1999 AP0187849 UCC1 Norwest Financial Leasing Inc. Equipment under lease
10/8/1999 AP0187850 UCC1 Norwest Financial Leasing Inc. Equipment under lease
10/12/1999 AP0185402 UCC1 Ameritech Credit Corporation Equipment under lease
10/13/1999 AP0185810 UCC1 Alexander Capital Corporation Equipment under lease
11/3/1999 AP0193228 UCC1 National City Leasing Corporation Equipment under lease
2/14/2002 20020460634 AMEND National City Leasing Corporation Equipment under lease
11/15/1999 AP0197603 UCC1 Pitney Bowes Credit Corporation Equipment under lease
4/21/2000 20001150095 ASGN General Electric Capital Business Asset Funding Equipment under lease
Corporation
12/13/1999 AP0202305 UCC1 Fleet Business Credit Corporation Equipment under lease
12/23/1999 AP0204977 UCC1 TechTeam Capital Group LLC Equipment under lease
12/23/1999 AP0204978 UCC1 TechTeam Capital Group LLC Equipment under lease
12/23/1999 AP0204979 UCC1 TechTeam Capital Group LLC Equipment under lease
1/25/2000 AP0208947 UCC1 Synleaseco Delaware Business Trust Land and Fixtures
09/12/03 20032590192 AMEND Synleaseco Delaware Business Trust Land and Fixtures
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
2/28/2000 AP0222729 UCC1 Meridian Leasing Corporation Equipment under lease
3/6/2000 AP0237205 UCC1 El Camino Resources, Ltd. Equipment under lease
3/7/2000 AP0219120 UCC1 Park National Bank & Trust of Chicago Equipment under lease
3/7/2000 AP0219121 UCC1 Park National Bank & Trust of Chicago Equipment under lease
3/7/2000 AP0219122 UCC1 Park National Bank & Trust of Chicago Equipment under lease
3/9/2000 AP0219845 UCC1 The CIT Group/Equipment Financing, Inc. Equipment under lease
4/6/2000 AP0230439 UCC1 Fleet Business Credit Corporation Equipment under lease
4/14/2000 AP0233065 UCC1 Meridian Leasing Corporation Equipment under lease
6/13/2000 20001660123 ASGN Manufacturers Bank Equipment under lease
4/17/2000 AP0233365 UCC1 El Camino Resources, Ltd. Equipment under lease
4/18/2000 AP0233976 UCC1 Fleet Business Credit Corporation Equipment under lease
5/24/2000 AP0242377 UCC1 Citicorp Del Lease, Inc. Equipment under lease
5/31/2000 AP0265076 UCC1 Newcourt Technologies Corporation Equipment under lease
6/5/2000 AP0245998 UCC1 Meridian Leasing Corporation Equipment under lease
6/5/2000 AP0246377 UCC1 TechTeam Capital Group LLC Equipment under lease
8/8/2000 20002240006 ASGN Manufacturers Bank Equipment under lease
6/19/2000 AP0248542 UCC1 Newcourt Technologies Corporation Equipment under lease
6/23/2000 AP0250668 UCC1 Information Leasing Corporation Equipment under lease
6/28/2000 AP0251758 UCC1 Meridian Leasing Corporation Equipment under lease
9/13/2000 20002930216 ASGN Manufacturers Bank Equipment under lease
7/18/2000 AP0255194 UCC1 Manufacturers Bank Equipment under lease
7/26/2000 AP0267596 UCC1 Park National Bank & Trust of Chicago Equipment under lease
7/26/2000 AP0267597 UCC1 Park National Bank & Trust of Chicago Equipment under lease
7/31/2000 AP0260813 UCC1 Manufacturers Bank Equipment under lease
7/31/2000 AP0261210 UCC1 El Camino Resources, Ltd. Equipment under lease
7/31/2000 AP0260815 UCC1 Manufacturers Bank Equipment under lease
8/3/2000 AP0259222 UCC1 Meridian Leasing Corporation Equipment under lease
8/10/2000 AP0261701 UCC1 Manufacturers Bank Equipment under lease
8/22/2000 AP0265235 UCC1 Meridian Leasing Corporation Equipment under lease
10/27/2000 20003460460 AMEND Meridian Leasing Corporation Equipment under lease
12/4/2000 20003570068 ASGN Manufacturers Bank Equipment under lease
9/18/2000 AP280557 UCC1 StorageTek Financial Services Corporation Equipment under lease
9/18/2000 AP285793 UCC1 International Bank of Chicago Equipment under lease
9/18/2000 AP285794 UCC1 International Bank of Chicago Equipment under lease
9/20/2000 AP286264 UCC1 El Camino Resources, Ltd. Equipment under lease
10/6/2000 AP291661 UCC1 Meridian Leasing Corporation Equipment under lease
10/18/2000 AP286900 UCC1 Citicorp Del Lease, Inc. Equipment under lease
10/20/2000 AP288325 UCC1 Manufacturers Bank Equipment under lease
10/24/2000 AP288707 UCC1 Park National Bank & Trust of Chicago Equipment under lease
11/2/2000 AP290058 UCC1 Information Leasing Corporation Equipment under lease
11/2/2000 AP290059 UCC1 Information Leasing Corporation Equipment under lease
11/2/2000 AP290062 UCC1 Information Leasing Corporation Equipment under lease
11/2/2000 AP290063 UCC1 Information Leasing Corporation Equipment under lease
11/6/2000 AP298467 UCC1 Pitney Bowes Credit Corporation Equipment under lease
11/13/2000 AP300330 UCC1 General Electric Capital Business Asset Funding Equipment under lease
Corporation
12/22/2000 AP302820 UCC1 Park National Bank & Trust of Chicago Equipment under lease
12/27/2000 AP304319 UCC1 Programlease.com Software
1/3/2001 AP309100 UCC1 Fleet Business Credit Corporation Equipment under lease
1/3/2001 AP309101 UCC1 Fleet Business Credit Corporation Equipment under lease
1/8/2001 AP306058 UCC1 Information Leasing Corporation Equipment under lease
1/10/2001 AP312517 UCC1 Park National Bank & Trust of Chicago Equipment under lease
2/5/2001 AP311871 UCC1 Manufacturers Bank Equipment under lease
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
2/5/2001 AP311888 UCC1 Albany Bank & Trust Company N.A. Equipment under lease
2/8/2001 AP312361 UCC1 IBM Credit Corporation Equipment under lease
3/8/2001 AP317510 UCC1 Information Leasing Corporation Equipment under lease
3/19/2001 AP321699 UCC1 Hewlett-Packard Company Equipment under lease
3/23/2001 AP322222 UCC1 IBM Credit Corporation Equipment under lease
3/23/2001 AP322495 UCC1 O/E Systems, Inc.dba M/C Leasing Equipment under lease
3/23/2001 AP322511 UCC1 Park National Bank & Trust of Chicago Equipment under lease
3/26/2001 AP333491 UCC1 Pitney Bowes Credit Corporation Equipment under lease
4/5/2001 AP337632 UCC1 ICX Corporation Equipment under lease
4/5/2001 AP337635 UCC1 ICX Corporation Equipment under lease
4/12/2001 AP337097 UCC1 Mellon Leasing Equipment under lease
4/17/2001 AP328497 UCC1 Manufacturers Bank Equipment under lease
4/30/2001 AP331651 UCC1 Manufacturers Bank Equipment under lease
4/30/2001 AP349317 UCC1 Pitney Bowes Credit Corporation Equipment under lease
8/6/2001 20012200508 ASGN The Goodyear Tire & Rubber Company Equipment under lease
5/17/2001 AP346928 UCC1 Meridian Leasing Corporation Equipment under lease
5/17/2001 AP346932 UCC1 Meridian Leasing Corporation Equipment under lease
7/16/2001 OH00035988144 UCC1 Manufacturers Bank Equipment under lease
7/16/2001 OH00035988588 UCC1 Meridian Leasing Corporation Equipment under lease
7/30/2001 OH00036585636 UCC1 Meridian Leasing Corporation Equipment under lease
8/8/2001 OH00037016298 UCC1 Meridian Leasing Corporation Equipment under lease
8/23/2001 OH00037626605 UCC1 Meridian Leasing Corporation Equipment under lease
9/17/2001 20012610516 ASGN Manufacturers Bank Equipment under lease
10/9/2001 20012840574 ASGN Manufacturers Bank Equipment under lease
8/24/2001 OH00037728631 UCC1 Information Leasing Corporation Equipment under lease
8/24/2001 OH00037773292 UCC1 Park National Bank & Trust of Chicago Equipment under lease
8/27/2001 OH00037865984 UCC1 Alexander Capital Corporation Equipment under lease
10/5/2001 20012820042 ASGN Manufacturers Bank Equipment under lease
8/31/2001 OH00038051526 UCC1 Manufacturers Bank Equipment under lease
8/31/2001 OH00038052205 UCC1 Manufacturers Bank Equipment under lease
9/26/2001 20012710206 ASGN Manufacturers Bank Equipment under lease
9/10/2001 OH00038406347 UCC1 Manufacturers Bank Equipment under lease
9/10/2001 OH00038406458 UCC1 Manufacturers Bank Equipment under lease
9/10/2001 OH00038406569 UCC1 Manufacturers Bank Equipment under lease
9/10/2001 OH00038431431 UCC1 O/E Systems, Inc. Equipment under lease
3/12/2002 20020730170 ASGN Park National Bank & Trust of Chicago Equipment under lease
5/7/2002 20021290152 ASGN General Electric Capital Corporation Equipment under lease
5/8/2002 20021300246 AMEND General Electric Capital Corporation Equipment under lease
5/13/2002 20021340846 AMEND General Electric Capital Corporation Equipment under lease
5/21/2002 20021430494 ASGN General Electric Capital Corporation Equipment under lease
5/21/2002 20021430494 AMEND General Electric Capital Corporation Equipment under lease
7/23/2002 20022050928 ASGN General Electric Capital Corporation Equipment under lease
8/7/2002 20022210024 ASGN General Electric Capital Corporation Equipment under lease
8/20/2002 20022340394 ASGN General Electric Capital Corporation Equipment under lease
10/8/2002 20022830134 ASGN General Electric Capital Corporation Equipment under lease
10/15/2002 20022890368 AMEND General Electric Capital Corporation Equipment under lease
10/15/2002 20022890368 ASGN General Electric Capital Corporation Equipment under lease
11/19/2002 20023250136 ASGN General Electric Capital Corporation Equipment under lease
11/19/2002 20023250252 ASGN General Electric Capital Corporation Equipment under lease
2/18/2003 20030510284 ASGN First Bank of Highland Park Equipment under lease
9/17/2001 OH00038629531 UCC1 Manufacturers Bank Equipment under lease
9/17/2001 OH00038630009 UCC1 Manufacturers Bank Equipment under lease
9/17/2001 OH00038630221 UCC1 Manufacturers Bank Equipment under lease
9/18/2001 OH00038742379 UCC1 ICX Corporation Equipment under lease
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
9/19/2001 OH00038783547 UCC1 Relational Funding Corporation Equipment under lease
9/19/2001 OH00038783658 UCC1 Relational Funding Corporation Equipment under lease
9/26/2001 OH00039058501 UCC1 Information Leasing Corporation Equipment under lease
9/26/2001 OH00039105532 UCC1 Meridian Leasing Corporation Equipment under lease
9/28/2001 OH00039171894 UCC1 Park National Bank & Trust of Chicago Equipment under lease
10/3/2001 OH00039461475 UCC1 Key Equipment Finance, a Division of Key Equipment under lease
Corporate Capital, Inc.
2/28/2002 20020630002 AMEND Key Equipment Finance, a Division of Key Equipment under lease
Corporate Capital, Inc.
10/15/2001 OH00039886263 UCC1 Alexander Capital Corporation Equipment under lease
12/19/2001 20013380144 AMEND Manufacturers Bank Equipment under lease
10/23/2001 OH00040349884 UCC1 Hewlett-Packard Company Equipment under lease
10/24/2001 OH00040365979 UCC1 Park National Bank & Trust of Chicago Equipment under lease
10/26/2001 OH00040458673 UCC1 Park National Bank & Trust of Chicago Equipment under lease
11/6/2001 OH00040962672 UCC1 National City Leasing Corp. Equipment under lease
11/14/2001 OH00041356436 UCC1 Meridian Leasing Corporation Equipment under lease
11/14/2001 OH00041356981 UCC1 Meridian Leasing Corporation Equipment under lease
11/26/2001 OH00041763237 UCC1 National City Leasing Corp. Equipment under lease
11/28/2001 OH00041890024 UCC1 Hewlett-Packard Company Equipment under lease
11/30/2001 OH00041991937 UCC1 Goodyear Aircraft Trust 2001-1 Aircraft
12/3/2001 OH00042189826 UCC1 Harwick Standard Distributing Corporation Chemicals
1/9/2002 20020110032 AMEND Harwick Standard Distribution Corporation Equipment under lease
12/4/2001 OH00042166323 UCC1 Alexander Capital Corporation Equipment under lease
1/30/2002 20020310432 ASGN MB Financial Bank, N.A., F/K/A Manufactures Bank Equipment under lease
12/4/2001 OH00042166545 UCC1 Alexander Capital Corporation Equipment under lease
1/25/2002 20020290386 ASGN MB Financial Bank, N.A., F/K/A Manufactures Bank Equipment under lease
12/13/2001 OH00042660200 UCC1 Hewlett-Packard Company Equipment under lease
12/13/2001 OH00042662335 UCC1 Meridian Leasing Corporation Equipment under lease
12/13/2001 OH00042662446 UCC1 Meridian Leasing Corporation Equipment under lease
12/13/2001 OH00042662557 UCC1 Meridian Leasing Corporation Equipment under lease
12/26/2001 OH00043159793 UCC1 Relational Funding Corporation Equipment under lease
12/26/2001 OH00043159915 UCC1 Relational Funding Corporation Equipment under lease
12/31/2001 OH00043318105 UCC1 Alexander Capital Corporation Equipment under lease
1/31/2002 20020320616 ASGN MB Financial Bank, N.A. Equipment under lease
1/2/2002 OH00043437238 UCC1 NCR Corporation Equipment under lease
1/2/2002 OH00043440831 UCC1 CIT Communications Finance Corporation Equipment under lease
1/8/2002 OH00043698220 UCC1 Meridian Leasing Corporation Equipment
1/8/2002 OH00043698664 UCC1 Meridian Leasing Corporation Equipment under lease
2/25/2002 20020580140 ASGN MB Financial Bank, N.A. Equipment under lease
1/11/2002 OH00043853472 UCC1 Lasalle National Leasing Corporation Equipment under lease
2/11/2002 OH00045129126 UCC1 Hewlett-Packard Company Equipment under lease
2/12/2002 OH00045182774 UCC1 CIT Communications Finance Corporation Equipment under lease
2/25/2002 OH00045609821 UCC1 Information Leasing Corporation Equipment under lease
2/25/2002 OH00045645483 UCC1 Meridian Leasing Corporation Equipment under lease
3/1/2002 OH00045821992 UCC1 Hewlett-Packard Company Equipment under lease
3/5/2002 OH00045991860 UCC1 Alexander Capital Corporation Equipment under lease
3/5/2002 OH00046004153 UCC1 Alexander Capital Corporation Equipment under lease
4/9/2002 20021010062 ASGN MB Financial Bank, N.A. Equipment under lease
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
3/7/2002 OH00046117980 UCC1 IBM Credit Corporation Equipment under lease
3/12/2002 20020710080 AMEND IBM Credit Corporation Equipment under lease
3/7/2002 OH00046132396 UCC1 Gatx Technology Services Corporation Equipment under lease
3/7/2002 OH00046132518 UCC1 Gatx Technology Services Corporation Equipment under lease
3/18/2002 OH00046594536 UCC1 Meridian Leasing Corporation Equipment
3/18/2002 OH00046608608 UCC1 ICX Corporation Equipment under lease
3/21/2002 OH00046764850 UCC1 Alexander Capital Corporation Equipment under lease
5/20/2002 20021420226 ASGN MB Financial Bank, N.A. Equipment under lease
3/22/2002 OH00046822137 UCC1 Hewlett-Packard Company Equipment under lease
4/15/2002 OH00047909768 UCC1 Meridian Leasing Corporation Equipment under lease
6/26/2002 20021790486 ASGN MB Financial Bank, N.A. Equipment under lease
6/26/2002 20021790488 AMEND The Goodyear Tire & Rubber Company Equipment under lease
4/18/2002 OH00048044886 UCC1 Lasalle National Leasing Corporation Equipment under lease
4/30/2002 OH00048606595 UCC1 CIT Communications Finance Corporation Equipment under lease
5/6/2002 OH00048882771 UCC1 IBM Credit Corporation Equipment under lease
5/6/2002 OH00048922383 UCC1 Alexander Capital Corporation Equipment under lease
5/22/2002 OH00049706518 UCC1 Alexander Capital Corporation Equipment under lease
5/29/2002 OH00049932072 UCC1 Lasalle National Leasing Corporation Equipment under lease
6/12/2002 OH00050482434 UCC1 Sentry Financial Corporation Equipment under lease
9/24/2002 20022690252 ASGN MB Financial Bank, N.A. Equipment under lease
6/12/2002 OH00050485026 UCC1 Sentry Financial Corporation Equipment under lease
9/24/2002 20022690266 ASGN MB Financial Bank, N.A. Equipment under lease
6/17/2002 OH00050697075 UCC1 Alexander Capital Corporation Equipment under lease
6/17/2002 OH00050713627 UCC1 IBM Credit Corporation Equipment under lease
6/18/2002 OH00050757043 UCC1 IBM Credit Corporation Equipment under lease
6/25/2002 OH00051043708 UCC1 Relational Funding Corporation Equipment under lease
12/6/2002 20023440222 ASGN First Bank of Highland Park Equipment under lease
6/25/2002 OH00051048192 UCC1 IBM Credit Corporation Equipment under lease
6/27/2002 OH00051190739 UCC1 IBM Credit Corporation Equipment under lease
7/1/2002 OH00051313145 UCC1 Lasalle National Leasing Corporation Equipment under lease
7/8/2002 OH00051611046 UCC1 ICX Corporation Equipment under lease
7/12/2002 OH00051757498 UCC1 Information Leasing Corporation Equipment under lease
7/24/2002 OH00052287159 UCC1 Hewlett-Packard Company Equipment under lease
7/24/2002 OH00052319774 UCC1 IBM Credit Corporation Equipment under lease
7/25/2002 OH00052334857 UCC1 CIT Communications Finance Corporation Equipment under lease
7/29/2002 OH00052476049 UCC1 Meridian Leasing Corporation Equipment under lease
8/1/2002 OH00052632192 UCC1 IBM Credit Corporation Equipment under lease
8/2/2002 OH00052683715 UCC1 IBM Credit Corporation Equipment under lease
8/5/2002 OH00052749523 UCC1 IBM Credit Corporation Equipment under lease
8/12/2002 OH00053015266 UCC1 Barrington Bank & Trust Company, N.A. Equipment under lease
8/12/2002 OH00053017280 UCC1 Lasalle National Leasing Corporation Equipment under lease
8/14/2002 OH00053168148 UCC1 Alexander Capital Corporation Equipment under lease
10/25/2002 20023020190 UCC3 MB Financial Bank, N.A. Equipment under lease
8/16/2002 OH00053238894 UCC1 Meridian Leasing Corporation Equipment under lease
9/9/2002 20022530096 ASGN MB Financial Bank, N.A. Equipment under lease
10/21/2002 20022960166 ASGN MB Financial Bank, N.A. Equipment
9/3/2002 OH00053820081 UCC1 Toyota Motor Credit Corporation Equipment
9/9/2002 OH00054005600 UCC1 Meridian Leasing Corporation Equipment under lease
9/10/2002 OH00054085466 UCC1 Lasalle National Leasing Corporation Equipment under lease
9/10/2002 OH00054085799 UCC1 Lasalle National Leasing Corporation Equipment under lease
9/10/2002 OH00054085911 UCC1 Lasalle National Leasing Corporation Equipment under lease
9/11/2002 OH00054123165 UCC1 Relational Funding Corporation Equipment under lease
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
12/6/2002 20023440236 ASGN First Bank of Highland Park Equipment under lease
9/11/2002 OH00054123943 UCC1 Relational Funding Corporation Equipment under lease
12/6/2002 20023440246 ASGN First Bank of Highland Park Equipment under lease
9/11/2002 OH00054124400 UCC1 Relational Funding Corporation Equipment under lease
12/6/2002 20023440228 ASGN First Bank of Highland Park Equipment under lease
9/12/2002 OH00054152631 UCC1 Key Equipment Finance, a Division of Key Equipment under lease
Corporate Capital, Inc.
9/12/2002 OH00054184244 UCC1 ICX Corporation Equipment under lease
9/17/2002 OH00054331621 UCC1 Alexander Capital Corporation Equipment under lease
10/25/2002 20023020184 ASGN MB Financial Bank, N.A. Equipment under lease
9/19/2002 OH00054440076 UCC1 Fleet Business Credit, LLC Equipment under lease
9/19/2002 OH00054440521 UCC1 Fleet Business Credit, LLC Equipment under lease
9/20/2002 OH00054463024 UCC1 Tennant Financial Services Equipment under lease
9/23/2002 OH00054509810 UCC1 Alexander Capital Corporation Equipment under lease
9/30/2002 OH00054787909 UCC1 Pacific Century Leasing, Inc. Equipment under lease
1/3/2003 20030060608 AMEND Bank of Hawaii Leasing, Inc. Equipment under lease
9/30/2002 OH00054788244 UCC1 Pacific Century Leasing, Inc. Equipment under lease
8/29/2003 20032460212 AMEND Bank of Hawaii Leasing, Inc. Equipment under lease
10/3/2002 OH00054928535 UCC1 StorageTek Financial Services Corporation Equipment under lease
10/3/2002 OH00054950259 UCC1 Siemens Financial Services, Inc. Equipment under lease
8/11/2003 20032240540 AMEND Siemens Financial Services, Inc. Equipment under lease
10/3/2002 OH00054950471 UCC1 Siemens Financial Services, Inc. Equipment under lease
10/15/2002 OH00055330519 UCC1 Sequel Capital, LLC Equipment under lease
10/17/2002 OH00055496094 UCC1 ICX Corporation Equipment under lease
10/17/2002 OH00055527930 UCC1 UPS Capital Corporation Equipment under lease
10/21/2002 OH00055577329 UCC1 Meridian Leasing Corporation Equipment under lease
1/13/2003 20030140572 ASGN First Bank of Highland Park Equipment under lease
10/24/2002 OH00055758888 UCC1 Information Leasing Corporation Equipment under lease
10/24/2002 OH00055766097 UCC1 Alexander Capital Corporation Equipment under lease
11/22/2002 20023290564 ASGN MB Financial Bank, N.A. Equipment under lease
10/24/2002 OH00055776331 UCC1 IBM Credit Corporation Equipment under lease
10/28/2002 OH00055924508 UCC1 Fleet Business Credit, LLC Equipment under lease
11/4/2002 OH00056181341 UCC1 Meridian Leasing Corporation Equipment under lease
11/4/2002 OH00056213300 UCC1 Information Leasing Corporation Equipment under lease
11/26/2002 OH00057124988 UCC1 General Electric Capital Corporation Equipment under lease
12/3/2002 OH00057323778 UCC1 Gatx Technology Services Corporation Equipment under lease
12/10/2002 OH00057656985 UCC1 D.L. Peterson Trust Equipment under lease
12/19/2002 OH00058092829 UCC1 Siemens Financial Services, Inc. Equipment under lease
12/23/2002 OH00058198015 UCC1 Meridian Leasing Corporation Equipment under lease
12/26/2002 OH00058297671 UCC1 Ameritech Credit Corporation Equipment under lease
12/31/2002 OH00058466549 UCC1 Gatx Technology Services Corporation Equipment under lease
1/6/2003 OH00058613582 UCC1 Ameritech Credit Corporation Equipment under lease
1/10/2003 OH00058905965 UCC1 Yale Financial Services, Inc. Equipment under lease
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
1/13/2003 OH00058969181 UCC1 Lasalle National Leasing Corporation Equipment under lease
1/17/2003 OH00059144922 UCC1 Lasalle National Leasing Corporation Equipment under lease
1/22/2003 OH00059271719 UCC1 Ameritech Credit Corporation Equipment under lease
1/22/2003 OH00059272276 UCC1 Ameritech Credit Corporation Equipment under lease
1/27/2003 OH00059398595 UCC1 Ameritech Credit Corporation Equipment under lease
1/29/2003 OH00059486794 UCC1 Alexander Capital Corporation Equipment under lease
1/29/2003 OH00059492989 UCC1 Alexander Capital Corporation Equipment under lease
1/31/2003 OH00059559921 UCC1 Cupertino National Bank c/o Greater Bay Capital Equipment under lease
2/6/2003 OH00059796620 UCC1 Zions Credit Corporation Equipment under lease
2/6/2003 OH00059796842 UCC1 Zions Credit Corporation Equipment under lease
2/10/2003 OH00059864463 UCC1 Ameritech Credit Corporation Equipment under lease
4/2/2003 20030940160 AMEND Ameritech Credit Corporation Equipment under lease
2/10/2003 OH00059868734 UCC1 IBM Credit LLC Equipment under lease
2/11/2003 OH00059956822 UCC1 IBM Credit LLC Equipment under lease
2/12/2003 OH00060007036 UCC1 Ameritech Credit Corporation Equipment under lease
2/12/2003 OH00060007147 UCC1 Ameritech Credit Corporation Equipment under lease
2/14/2003 OH00060087458 UCC1 Meridian Leasing Corporation Equipment under lease
5/13/2003 20031350328 ASGN MB Financial Bank, N.A. Equipment under lease
2/21/2003 OH00060294679 UCC1 CIT Communications Finance Corporation Equipment under lease
2/21/2003 OH00060322701 UCC1 United Defense, L.P. Inventory
3/6/2003 OH00060726121 UCC1 IBM Credit LLC Equipment under lease
3/11/2003 OH00060912530 UCC1 Alexander Capital Corporation Equipment under lease
5/2/2003 20031180254 ASGN MB Financial Bank, N.A. Equipment under lease
3/12/2003 OH00060987224 UCC1 Alexander Capital Corporation Equipment under lease
5/2/2003 20031180256 ASGN MB Financial Bank, N.A. Equipment under lease
3/18/2003 OH00061178816 UCC1 Ameritech Credit Corporation Equipment under lease
3/21/2003 OH00061352856 UCC1 Ameritech Credit Corporation Equipment under lease
4/2/2003 OH00061817256 UCC1 Ameritech Credit Corporation Equipment under lease
4/2/2003 OH00061825354 UCC1 Ameritech Credit Corporation Equipment under lease
5/2/2003 20031250302 AMEND Ameritech Credit Corporation Equipment under lease
4/2/2003 OH00061825687 UCC1 Ameritech Credit Corporation Equipment under lease
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
4/2/2003 OH00061826033 UCC1 Ameritech Credit Corporation Equipment under lease
4/4/2003 OH00061895876 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
8/22/2003 20032370294 AMEND JPMorgan Chase Bank Partial release on assets sold
8/22/2003 20032370294 RELEASE JPMorgan Chase Bank Partial release on assets sold
4/7/2003 OH00061945944 UCC1 IBM Credit LLC Equipment under lease
4/25/2003 OH00062869236 UCC1 Meridian Leasing Corporation Equipment under lease
4/25/2003 OH00062870360 UCC1 Meridian Leasing Corporation Equipment under lease
5/8/2003 OH00063457507 UCC1 UPS Capital Corporation Equipment under lease
5/9/2003 OH00063534349 UCC1 Siemens Financial Services, Inc. Equipment under lease
5/12/2003 OH00063648411 UCC1 Alexander Capital Corporation Equipment under lease
5/30/2003 OH00064435350 UCC1 Meridian Leasing Corporation Equipment under lease
5/30/2003 OH00064435572 UCC1 Meridian Leasing Corporation Equipment under lease
8/18/2003 20032180336 AMEND Meridian Leasing Corporation Equipment under lease
5/30/2003 OH00064435794 UCC1 Meridian Leasing Corporation Equipment under lease
5/30/2003 OH00064435916 UCC1 Meridian Leasing Corporation Equipment under lease
8/4/2003 20032180338 AMEND Meridian Leasing Corporation Equipment under lease
6/12/2003 OH00064974998 UCC1 Meridian Leasing Corporation Equipment under lease
6/12/2003 OH00064975344 UCC1 Meridian Leasing Corporation Equipment under lease
8/4/2003 20032180330 AMEND Meridian Leasing Corporation Equipment under lease
6/23/2003 OH00065417030 UCC1 Meridian Leasing Corporation Equipment under lease
6/23/2003 OH00065417141 UCC1 Meridian Leasing Corporation Equipment under lease
7/1/2003 OH00065784885 UCC1 CIT Communications Finance Corporation Equipment under lease
7/8/2003 OH00065988281 UCC1 IBM Credit LLC Equipment under lease
8/5/2003 OH00067036791 UCC1 Alexander Capital Corporation Equipment under lease
9/9/2003 20032530484 ASGN MB Financial Bank, N.A. Equipment under lease
8/29/2003 OH00067942429 UCC1 Gatx Technology Services Corporation Equipment under lease
9/2/2003 OH00068024000 UCC1 Bank of Hawaii Leasing, Inc. Equipment under lease
9/4/2003 OH00068112643 UCC1 Fleet Business Credit LLC Equipment under lease
9/16/2003 OH00068545751 UCC1 Synleaseco Delaware Business Trust Land and Fixtures
9/16/2003 OH00068545862 UCC1 Synleaseco Delaware Business Trust Land and Fixtures
9/22/2003 OH00068751637 UCC1 Meridian Leasing Corporation Equipment under lease
9/22/2003 OH00068763228 UCC1 Ontario Credit Corporation Equipment under lease
10/3/2003 OH00069530589 UCC1 Siemens Financial Services, Inc. Equipment under lease
10/14/2003 OH00069467796 UCC1 Meridian Leasing Corporation Equipment under lease
10/20/2003 OH00069725986 UCC1 EMC Corporation Equipment under lease
10/20/2003 OH00069728023 UCC1 EMC Corporation Equipment under lease
10/20/2003 OH00069763895 UCC1 Meridian Leasing Corporation Equipment under lease
10/20/2003 OH00069798323 UCC1 Toyota Motor Credit Corporation Equipment under lease
11/4/2003 OH00070260054 UCC1 ExxonMobil Chemical Company a Division of Chemicals
Exxon Mobil Corporation
12/5/2003 OH00071524651 UCC1 D.L. Peterson Trust Equipment under lease
12/22/2003 OH00072134079 UCC1 Meridian Leasing Corporation Equipment under lease
12/23/2003 OH00072086581 UCC1 Rhein Chemie Corporation Raw Materials
12/29/2003 20033630444 AMEND Rhein Chemie Corporation Raw Materials
12/29/2003 OH00072236227 UCC1 Rhein Chemie Corporation Raw Materials
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
1/2/2004 OH00072485517 UCC1 The CIT Group / Equipment Financing Inc. Equipment under lease
1/21/2004 OH00073084801 UCC1 Xerox Corporation Equipment under lease
2/2/2004 OH00073453137 UCC1 Alliance Bank, N.A. Equipment under lease
2/10/2004 OH00073795010 UCC1 Alliance Bank, N.A.
2/10/2004 OH00073794886 UCC1 Alliance Bank, N.A.
2/23/2004 OH00074136126 UCC1 Information Leasing Corporation
3/5/2004 OH00074602983 UCC1 Toyota Motor Credit Corporation
3/15/2004 OH00074875900 UCC1 Wilmington Trust Company
3/18/2004 OH00075044889 UCC1 Barloworld Fleet Leasing, LLC
3/22/2004 OH00075139729 UCC1 Meridian Leasing Corporation
3/22/2004 OH00075139618 UCC1 Meridian Leasing Corporation
3/22/2004 OH00075139507 UCC1 Meridian Leasing Corporation
3/22/2004 OH00075139496 UCC1 Meridian Leasing Corporation
3/30/2004 OH00075489366 UCC1 Meridian Leasing Corporation
3/30/2004 OH00075489669 UCC1 Meridian Leasing Corporation
3/30/2004 OH00075489811 UCC1 Meridian Leasing Corporation
3/30/2004 OH00075490501 UCC1 Meridian Leasing Corporation
3/30/3004 OH00075489033 UCC1 Meridian Leasing Corporation
3/30/2004 OH0007590167 UCC1 Meridian Leasing Corporation
3/30/2004 OH00075490389 UCC1 Meridian Leasing Corporation
3/30/2004 OH00075490490 UCC1 Meridian Leasing Corporation
4/2/2004 OH00075627633 UCC1 Information Leasing Corporation
4/12/2004 20041050716 AMEND Information Leasing Corporation
4/14/2004 OH00075909449 UCC1 Technology Investment Partners, L.L.C.
4/15/2004 OH00076103745 UCC1 Ontario Credit Corporation
4/16/2004 OH00076179774 UCC1 Alliance Bank, N.A.
4/16/2004 OH00076179774 UCC1 Ontario Credit Corporation
4/19/2004 OH00076252023 UCC1 Meridian Leasing Corporation
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
4/19/2004 OH00076251900 UCC1 Meridian Leasing Corporation
4/28/2004 OH00076551047 UCC1 Herc Exchange, LLC
5/14/2004 OH00077299931 UCC1 Alliance Bank, N.A.
5/14/2004 OH00077299931 UCC1 Ontario Credit Corporation
5/20/2004 OH00077343714 UCC1 Technology Investment Partners, L.L.C.
5/26/2004 OH00077519434 UCC1 Technology Investment Partners, L.L.C.
5/26/2004 OH00077686598 UCC1 Alexander Capital Corporation
6/1/2004 OH00077868170 UCC1 Meridian Leasing Corporation
6/2/2004 OH00077950195 UCC1 Ameritech Credit Corporation
6/17/2004 OH00078549923 UCC1 Springs Leasing Corporation
6/24/2004 20041760706 ASGN MB Financial Bank, N.A.
7/13/2004 OH00079372424 UCC1 EMC Corporation
7/13/2004 OH00079372424 UCC1 Fleet Business Credit LLC
7/14/2004 OH00079457808 UCC1 EMC Corporation
7/14/2004 OH00079457808 UCC1 Fleet Business Credit LLC
7/29/2004 OH00080030564 UCC1 Alexander Capital Corporation
8/4/2004 20042180630 ASGN National City Leasing Corporation Equipment under lease
8/19/2004 OH00080690815 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
8/23/2004 OH00080790049 UCC1 Ameritech Credit Corporation Equipment under lease
8/27/2004 OH00080974534 UCC1 Ameritech Credit Corporation Equipment under lease
8/27/2004 OH00080974645 UCC1 Ameritech Credit Corporation Equipment under lease
8/27/2004 OH00080974867 UCC1 Ameritech Credit Corporation Equipment under lease
8/27/2004 OH00080975767 UCC1 Ameritech Credit Corporation Equipment under lease
8/27/2004 OH00080975324 UCC1 Ameritech Credit Corporation Equipment under lease
8/27/2004 OH00080975980 UCC1 Ameritech Credit Corporation Equipment under lease
8/27/2004 OH00080976992 UCC1 Ameritech Credit Corporation Equipment under lease
8/27/2004 OH00080977237 UCC1 Ameritech Credit Corporation Equipment under lease
8/27/2004 OH00080977671 UCC1 Ameritech Credit Corporation Equipment under lease
8/27/2004 OH00080977893 UCC1 Ameritech Credit Corporation Equipment under lease
8/27/2004 OH00080978138 UCC1 Ameritech Credit Corporation Equipment under lease
8/27/2004 OH00080975091 UCC1 Ameritech Credit Corporation Equipment under lease
8/27/2004 OH00080975768 UCC1 Ameritech Credit Corporation Equipment under lease
8/31/2004 OH00081012911 UCC1 Ameritech Credit Corporation Equipment under lease
8/30/2004 OH00081020908 UCC1 Ameritech Credit Corporation Equipment under lease
8/30/2004 OH00081020231 UCC1 Ameritech Credit Corporation Equipment under lease
8/30/2004 OH00081021021 UCC1 Ameritech Credit Corporation Equipment under lease
8/30/2004 OH00081020564 UCC1 Ameritech Credit Corporation Equipment under lease
8/30/2004 OH00081020897 UCC1 Ameritech Credit Corporation Equipment under lease
8/31/2004 OH00081013034 UCC1 Ameritech Credit Corporation Equipment under lease
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
9/21/2004 OH00081703653 UCC1 Alexander Capital Corporation Equipment under lease
9/27/2004 OH00081863732 UCC1 Meridian Leasing Corporation Equipment under lease
9/29/2004 OH00081965324 UCC1 Citicorp Leasing, Inc.
10/4/2004 20042800228 ASGN Meridian Leasing Corporation Equipment under lease
10/8/2004 OH00082283036 UCC1 Ameritech Credit Corporation Equipment under lease
10/8/2004 OH00082283470 UCC1 Ameritech Credit Corporation Equipment under lease
10/8/2004 OH00082283581 UCC1 Ameritech Credit Corporation Equipment under lease
10/8/2004 OH00082283814 UCC1 Ameritech Credit Corporation Equipment under lease
10/8/2004 OH00082284048 UCC1 Ameritech Credit Corporation Equipment under lease
10/8/2004 OH00082284260 UCC1 Ameritech Credit Corporation Equipment under lease
10/15/2004 20042930272 ASGN Meridian Leasing Corporation Equipment under lease
10/24/2004 20042990122 ASGN MB Financial Bank, N.A. Equipment under lease
10/28/2004 OH00082950718 UCC1 Ameritech Credit Corporation Equipment under lease
10/29/2004 OH00083008328 UCC1 Ameritech Credit Corporation Equipment under lease
11/1/2004 OH00083092688 UCC1 Alexander Capital Corporation Equipment under lease
11/1/2004 OH00083092911 UCC1 Alexander Capital Corporation Equipment under lease
11/2/2004 20043090148 AMEND Ameritech Credit Corporation Equipment under lease
11/2/2004 20043090126 AMEND Ameritech Credit Corporation Equipment under lease
11/2/2004 OH00083120719 UCC1 Ameritech Credit Corporation Equipment under lease
11/2/2004 OH00083122390 UCC1 Ameritech Credit Corporation Equipment under lease
11/2/2004 OH00083122512 UCC1 Ameritech Credit Corporation Equipment under lease
11/2/2004 OH00083122845 UCC1 Ameritech Credit Corporation Equipment under lease
11/3/2004 OH00083171333 UCC1 Alexander Capital Corporation Equipment under lease
11/4/2004 OH00083199886 UCC1 IBM credit LLC
11/5/2004 OH00083236028 UCC1 Ameritech Credit Corporation Equipment under lease
11/5/2004 OH00083236917 UCC1 Ameritech Credit Corporation Equipment under lease
11/8/2004 OH00083343560 UCC1 Meridian Leasing Corporation Equipment under lease
11/24/2004 OH00083838660 UCC1 Meridian Leasing Corporation Equipment under lease
11/24/2004 OH00083838882 UCC1 Meridian Leasing Corporation Equipment under lease
12/3/2004 OH00084164692 UCC1 Ameritech Credit Corporation Equipment under lease
12/3/2004 OH00084164703 UCC1 Ameritech Credit Corporation Equipment under lease
12/3/2004 OH00084164814 UCC1 Ameritech Credit Corporation Equipment under lease
12/17/2004 OH00084683218 UCC1 Meridian Leasing Corporation Equipment under lease
12/22/2004 OH00084839350 UCC1 Ameritech Credit Corporation Equipment under lease
12/27/2004 OH00084889416 UCC1 Ameritech Credit Corporation Equipment under lease
12/27/2004 OH00084890095 UCC1 Ameritech Credit Corporation Equipment under lease
12/30/2004 OH00085078428 UCC1 Citibank, N.A. Accounts Receivable
1/5/2005 OH00085277874 UCC1 Alexander Capital Corporation Equipment under lease
2/2/2005 20050330788 ASGN Alexander Capital Corporation Equipment under lease
1/11/2005 OH00085455418 UCC1 Ameritech Credit Corporation Equipment under lease
1/11/2005 OH00085455741 UCC1 Ameritech Credit Corporation Equipment under lease
1/19/2005 OH00085687156 UCC1 Toyota Motor Credit Corporation Equipment under lease
1/19/2005 OH00085687156 UCC1 Prolift Industrial Equipment Co., LLC Equipment under lease
1/24/2005 OH00085809449 UCC1 CSA Financial Corporation Accounts, Contract Rights and Equipment
2/2/2005 OH00086090253 UCC1 Ameritech Credit Corporation Equipment under lease
2/8/2005 OH00086266317 UCC1 AIR LIQUIDE INDUSTRIAL U S LP Equipment under lease
2/24/2005 OH00086699203 UCC1 Crown Credit Company Equipment under lease
2/25/2005 OH00086770861 UCC1 CSA Financial Corporation Equipment under lease
2/28/2005 OH00086844000 UCC1 CSA Financial Corporation Equipment under lease
2/28/2005 OH00086844111 UCC1 CSA Financial Corporation Equipment under lease
3/1/2005 OH00086881907 UCC1 Alexander Capital Corporation Equipment under lease
3/1/2005 OH00086882020 UCC1 MB Financial N.A. Equipment under lease
3/2/2005 OH00086885490 UCC1 Meridian Leasing Corporation Equipment under lease
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
3/2/2005 OH00086935457 UCC1 Alexander Capital Corporation Equipment under lease
3/2/2005 OH00086936358 UCC1 Alexander Capital Corporation Equipment under lease
3/2/2005 OH00086936681 UCC1 Alexander Capital Corporation Equipment under lease
3/3/2004 OH00086874700 UCC1 Ameritech Credit Corporation Equipment under lease
3/9/2005 OH00087119286 UCC1 Alexander Capital Corporation Equipment under lease
3/10/2005 OH00087164625 UCC1 Alexander Capital Corporation Equipment under lease
3/11/2005 OH00087208275 UCC1 Alexander Capital Corporation Equipment under lease
3/11/2005 OH00087208497 UCC1 Alexander Capital Corporation Equipment under lease
3/14/2005 OH00087291856 UCC1 CSA Financial Corporation Equipment under lease
3/16/2005 OH00087331913 UCC1 Ameritech Credit Corporation Equipment under lease
3/18/2005 OH00087452282 UCC1 Alexander Capital Corporation Equipment under lease
3/18/2005 OH00087452393 UCC1 Alexander Capital Corporation Equipment under lease
3/22/2005 20050810574 ASGN MB Financial Bank, N.A. Equipment under lease
3/22/2005 20050810654 ASGN MB Financial Bank, N.A. Equipment under lease
3/22/2005 20050810610 ASGN MB Financial Bank, N.A. Equipment under lease
3/24/2005 20050830116 ASGN MB Financial Bank, N.A. Equipment under lease
3/24/2005 20050830408 ASGN MB Financial Bank, N.A. Equipment under lease
3/24/2005 20050830410 ASGN MB Financial Bank, N.A. Equipment under lease
3/24/2005 20050830118 ASGN MB Financial Bank, N.A. Equipment under lease
3/30/2005 OH00087813298 UCC1 Alexander Capital Corporation Equipment under lease
4/4/2005 OH00087980807 UCC1 CSA Financial Corporation Equipment under lease
4/4/2005 OH00087981031 UCC1 CSA Financial Corporation Equipment under lease
4/4/2005 OH00087981142 UCC1 CSA Financial Corporation Equipment under lease
4/4/2005 OH00087981253 UCC1 CSA Financial Corporation Equipment under lease
4/4/2005 OH00087981475 UCC1 CSA Financial Corporation Equipment under lease
4/4/2005 OH00087981586 UCC1 CSA Financial Corporation Equipment under lease
4/5/2005 20050950360 ASGN MB Financial Bank, N.A. Equipment under lease
4/6/2005 OH00088052700 UCC1 Raymond Leasing Corporation Equipment
4/13/2005 OH00088235738 UCC1 PolyOne Corporation Equipment
4/13/2005 OH00088255083 UCC1 De Lage Landen Financial Services, Inc. Equipment under lease
4/13/2005 OH00088298053 UCC1 JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
4/14/2005 OH00088318532 UCC1 Relational, LLC Present and future goods
4/14/2005 OH00088359255 UCC1 Deutsche Bank Trust Company Americas Accounts, Inventory, Equipment, etc.
4/15/2005 OH00088388943 UCC1 Wilmington Trust Company All assets of the debtor
4/18/2005 OH00088369600 UCC1 Ameritech Credit Corporation Equipment under lease
4/18/2005 OH00088375017 UCC1 Ameritech Credit Corporation Equipment under lease
4/18/2005 OH00088376463 UCC1 Ameritech Credit Corporation Equipment under lease
4/18/2005 OH00088387820 UCC1 Ameritech Credit Corporation Equipment under lease
4/29/2005 OH00088962709 UCC1 Alexander Capital Corporation Equipment under lease
4/29/2005 OH00088962810 UCC1 Alexander Capital Corporation Equipment under lease
5/5/2005 20051250158 ASGN MB Financial Bank, N.A. Equipment under lease
5/6/2005 OH00089083423 UCC1 Ameritech Credit Corporation Equipment under lease
5/6/2005 OH00089083534 UCC1 Ameritech Credit Corporation Equipment under lease
5/6/2005 OH00089083756 UCC1 Ameritech Credit Corporation Equipment under lease
5/6/2005 OH00089094446 UCC1 Ameritech Credit Corporation Equipment under lease
5/6/2005 OH00089096137 UCC1 Ameritech Credit Corporation Equipment under lease
5/6/2005 OH00089096248 UCC1 Ameritech Credit Corporation Equipment under lease
5/6/2005 OH00089096359 UCC1 Ameritech Credit Corporation Equipment under lease
5/9/2005 OH00089151933 UCC1 Ameritech Credit Corporation Equipment under lease
5/16/2005 OH00089438799 UCC1 Ameritech Credit Corporation Equipment under lease
5/16/2005 OH00089465685 UCC1 Summit County Port Authority Equipment under lease
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
5/20/2005 20051400528 ASGN MB Financial Bank, N.A. Equipment under lease
5/20/2005 20051400504 ASGN MB Financial Bank, N.A. Equipment under lease
5/20/2005 OH00089692584 UCC1 Meridian Leasing Corporation Equipment under lease
5/23/2005 OH00089760772 UCC1 Alexander Capital Corporation Equipment under lease
5/23/2005 OH00089761784 UCC1 Alexander Capital Corporation Equipment under lease
5/24/2005 OH00089696422 UCC1 Ameritech Credit Corporation Equipment under lease
5/25/2005 OH00089860017 UCC1 Alexander Capital Corporation Equipment under lease
5/25/2005 OH00089860340 UCC1 Alexander Capital Corporation Equipment under lease
5/25/2005 OH00089860895 UCC1 Alexander Capital Corporation Equipment under lease
6/6/2005 20051570562 ASGN Alexander Capital Corporation Equipment under lease
6/6/2005 20051570080 ASGN MB Financial Bank, N.A. Equipment under lease
6/9/2005 20051600420 ASGN MB Financial Bank, N.A. Equipment under lease
6/9/2005 20051600156 ASGN MB Financial Bank, N.A. Equipment under lease
6/9/2005 20051600410 ASGN MB Financial Bank, N.A. Equipment under lease
6/10/2005 OH00090269066 UCC1 Ameritech Credit Corporation Equipment under lease
6/15/2005 20051660214 AMEND Ameritech Credit Corporation Equipment under lease
6/16/2005 OH00090537823 UCC1 Alexander Capital Corporation Equipment under lease
6/16/2005 OH00090538279 UCC1 Alexander Capital Corporation Equipment under lease
6/17/2005 OH00090576077 UCC1 Alexander Capital Corporation Equipment under lease
6/20/2005 OH00090563818 UCC1 CIT Technologies Corporation Equipment under lease
6/27/2005 20051790446 TERM Springs Leasing Corporation
6/29/2005 20051800064 AMEND D.L. Peterson trust Equipment under lease
6/30/2005 20051810306 ASGN MB Financial Bank, N.A. Equipment under lease
6/30/2005 20051810032 ASGN MB Financial Bank, N.A. Equipment under lease
7/1/2005 OH00090997938 UCC1 Meridian Leasing Corporation Equipment under lease
7/5/2005 OH00091004158 UCC1 Ameritech Credit Corporation Equipment under lease
7/5/2005 OH00091054981 UCC1 Alexander Capital Corporation Equipment under lease
7/6/2005 OH00091160188 UCC1 Alexander Capital Corporation Equipment under lease
7/8/2005 20051890076 AMEND D.L. Peterson trust Equipment under lease
7/8/2005 OH00091139709 UCC1 Ameritech Credit Corporation Equipment under lease
7/8/2005 OH00091163114 UCC1 Ameritech Credit Corporation Equipment under lease
7/8/2005 OH00091163225 UCC1 Ameritech Credit Corporation Equipment under lease
7/11/2005 OH00091243548 UCC1 Merrill Lynch Capital Equipment under lease
7/22/2005 OH00091599036 UCC1 Ameritech Credit Corporation Equipment under lease
7/29/2005 2005100444 AMEND D.L. Peterson trust Equipment under lease
8/1/2005 OH00091913812 UCC1 Alexander Capital Corporation Equipment under lease
8/4/2005 OH00091971076 UCC1 Ameritech Credit Corporation Equipment under lease
8/4/2005 OH00091969930 UCC1 Ameritech Credit Corporation Equipment under lease
8/4/2005 OH00091956337 UCC1 Banc of America Leasing & Capital LLC Equipment under lease
8/8/2005 OH00092011699 UCC1 Ameritech Credit Corporation Equipment under lease
8/8/2005 OH00092011700 UCC1 Ameritech Credit Corporation Equipment under lease
8/8/2005 OH00092022834 UCC1 Ameritech Credit Corporation Equipment under lease
8/8/2005 OH00092011588 UCC1 Ameritech Credit Corporation Equipment under lease
8/8/2005 OH00092011477 UCC1 Ameritech Credit Corporation Equipment under lease
8/11/2005 20052270236 AMEND Wilmington Trust Company Common stock
8/11/2005 20052270234 AMEND Wilmington Trust Company Common stock
8/12/2005 OH00092218354 UCC1 Merc Exchange, LLC Equipment under lease
8/22/2005 20052340574 AMEND D.L. Peterson trust Equipment under lease
8/22/2005 20052340734 ASGN MB Financial Bank, N.A. Equipment under lease
8/24/2005 20052380148 AMEND JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
9/1/2005 OH00092903923 UCC1 Meridian Leasing Corporation Equipment under lease
9/2/2005 20052500016 AMEND JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
9/2/2005 20052500018 AMEND JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
9/2/2005 20052500022 AMEND JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
9/2/2005 20052500020 AMEND Deutsche Bank Trust Company Americas Accounts, Inventory, Equipment, etc.
9/8/2005 OH00093109465 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
9/8/2005 OH00093109910 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
9/8/2005 OH00093110155 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
9/13/2005 OH00093244683 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
9/14/2005 20052640404 AMEND Wilmington Trust Company Purchased Assets
9/14/2005 20052590274 AMEND Wilmington Trust Company Purchased Assets
9/15/2005 OH00093240312 UCC1 Ameritech Credit Corporation Equipment under lease
9/15/2005 OH00093255373 UCC1 Ameritech Credit Corporation Equipment under lease
9/21/2005 OH00093521661 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
9/21/2005 OH00093521772 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
9/21/2005 OH00093522017 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
9/22/2005 OH00093536844 UCC1 Alexander Capital Corporation Equipment under lease
9/29/2005 OH00093810018 UCC1 CIT Technologies Corporation Equipment under lease
9/29/2005 OH00093810341 UCC1 CIT Technologies Corporation Equipment under lease
9/29/2005 OH00093810674 UCC1 CIT Technologies Corporation Equipment under lease
10/4/2005 OH00093919230 UCC1 Ameritech Credit Corporation Equipment under lease
10/4/2005 OH00093926871 UCC1 Ameritech Credit Corporation Equipment under lease
10/10/2005 OH00094093724 UCC1 NMHG Financial Services, Inc. Equipment under lease
10/10/2005 20052830148 AMEND D.L. Peterson trust Equipment under lease
10/11/2005 20052850732 ASGN Meridian Leasing Corporation Equipment under lease
10/12/2005 OH00094193069 UCC1 Ameritech Credit Corporation Equipment under lease
10/13/2005 20052860064 AMEND D.L. Peterson trust Equipment under lease
10/27/2005 OH00094828349 UCC1 Air Liquide Industrial US LP Plant and equipment
10/27/2005 OH00094832287 UCC1 Merrill Lynch Capital Equipment under lease
10/28/2005 OH00094865468 UCC1 Bharat Forge America, Inc. Inventory and property
10/31/2005 OH00094959518 UCC1 Barloworld Fleet Leasing LLC Equipment under lease
11/2/2005 OH00095056272 UCC1 Alexander Capital Corporation Equipment under lease
11/3/2005 OH00095057062 UCC1 Ameritech Credit Corporation Equipment under lease
11/3/2005 OH00095057173 UCC1 Ameritech Credit Corporation Equipment under lease
11/3/2005 OH00095058963 UCC1 Ameritech Credit Corporation Equipment under lease
11/3/2005 OH00095063035 UCC1 Ameritech Credit Corporation Equipment under lease
11/4/2005 OH00095198919 UCC1 Alexander Capital Corporation Equipment under lease
11/8/2005 OH00095356531 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
11/9/2005 OH00095422916 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
11/17/2005 OH00095684576 UCC1 Toyota Motor Credit Corporation Equipment under lease
11/17/2005 OH00095747358 UCC1 Alexander Capital Corporation Equipment under lease
11/18/2005 20053220104 AMEND D.L. Peterson trust Equipment under lease
11/28/2005 OH00096007573 UCC1 Alexander Capital Corporation Equipment under lease
12/2/2005 OH00096164171 UCC1 Ameritech Credit Corporation Equipment under lease
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
12/5/2005 OH00096257653 UCC1 Toyota Motor Credit Corporation Equipment under lease
12/5/2005 20053390348 ASGN MB Financial Bank, N.A. Equipment under lease
12/9/2005 OH00096495708 UCC1 Alexander Capital Corporation Equipment under lease
12/9/2005 OH00096501127 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
12/9/2005 OH00096501349 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
12/16/2005 OH00096750639 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
12/16/2005 20053500672 ASGN MB Financial Bank, N.A. Equipment under lease
12/19/2005 OH00096807660 UCC1 ICX Corporation, now RBS Asset Finance Equipment under lease
12/20/2005 20053540912 ASGN MB Financial Bank, N.A. Equipment under lease
12/21/2005 20053550262 AMEND D.L. Peterson trust Equipment under lease
1/3/2006 OH00097350379 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
1/6/2006 OH00097445986 UCC1 QA Group LLC Equipment under lease
1/6/2006 OH00097449257 UCC1 Wells Fargo Foothill Equipment under lease
1/6/2006 OH00097449368 UCC1 Wells Fargo Foothill Equipment under lease
1/6/2006 20060090368 ASGN MB Financial Bank, N.A. Equipment under lease
1/10/2006 20060110672 AMEND Wilmington Trust Company Accounts, Inventory, Equipment, etc.
1/10/2006 20060110674 AMEND Wilmington Trust Company Accounts, Inventory, Equipment, etc.
1/10/2006 20060110666 AMEND JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
1/10/2006 20060110668 AMEND JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
1/10/2006 20060110670 AMEND JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
1/10/2006 20060110676 AMEND Deutsche Bank Trust Company Americas Accounts, Inventory, Equipment, etc.
1/18/2006 OH00097847504 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
1/20/2006 OH00097895646 UCC1 Herc Exchange, LLC Equipment under lease
1/23/2006 OH00098010976 UCC1 Alexander Capital Corporation Equipment under lease
1/31/2006 OH00098247664 UCC1 Butler Capital Corporation Equipment under lease
2/2/2006 20060330746 ASGN MB Financial Bank, N.A. Equipment under lease
2/14/2006 20060450176 ASGN MB Financial Bank, N.A. Equipment under lease
2/28/2006 OH00099167685 UCC1 Hewlett-Packard Financial Services Company Equipment under lease
3/1/2006 OH00099194137 UCC1 Toyota Motor Credit Corporation Equipment under lease
3/2/2006 20060610644 AMEND D.L. Peterson trust Equipment under lease
3/13/2006 OH00099690361 UCC1 Bostrom Seating, Inc. Equipment under lease
3/14/2006 OH00099707025 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
3/14/2006 OH00099707469 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
3/14/2006 OH00099707803 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
3/14/2006 OH00099708037 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
3/15/2006 20060740220 AMEND D.L. Peterson trust Equipment under lease
3/24/2006 OH00100052202 UCC1 CIT Technologies Corporation Equipment under lease
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
3/28/2006 OH00100212515 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
4/7/2006 20060970234 AMEND Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
4/11/2006 20061010318 AMEND D.L. Peterson trust Equipment under lease
4/17/2006 20061080514 AMEND ICX Corporation, now RBS Asset Finance Equipment under lease
5/1/2006 OH00101691085 UCC1 Alexander Capital Corporation Equipment under lease
5/9/2006 OH00101918552 UCC1 Meridian Leasing Corporation Equipment under lease
5/9/2006 OH00101920810 UCC1 Meridian Leasing Corporation Equipment under lease
5/19/2006 20061390888 AMEND MB Financial Bank, N.A. Equipment under lease
5/24/2006 20061450674 ASGN MB Financial Bank, N.A. Equipment under lease
5/24/2006 OH00102582974 UCC1 General Electric Capital Corporation Property and equipment
5/26/2006 OH00102657569 UCC1 Air Liquide Industrial US LP Equipment under lease
6/6/2006 20061570954 AMEND MB Financial Bank, N.A. Equipment under lease
6/13/2006 OH00103256308 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
6/14/2006 OH00103238299 UCC1 CIT Technologies Corporation Equipment under lease
6/15/2006 20061670576 AMEND Merrill Lynch Capital Equipment under lease
6/19/2006 20061700492 AMEND D.L. Peterson trust Equipment under lease
6/20/2006 20061711012 AMEND Alexander Capital Corporation Equipment under lease
6/20/2006 20061710936 AMEND MB Financial Bank, N.A. Equipment under lease
6/20/2006 20061710424 AMEND MB Financial Bank, N.A. Equipment under lease
6/20/2006 20061711002 AMEND MB Financial Bank, N.A. Equipment under lease
6/20/2006 20061711004 AMEND MB Financial Bank, N.A. Equipment under lease
6/20/2006 20061711006 AMEND MB Financial Bank, N.A. Equipment under lease
6/20/2006 20061711008 AMEND MB Financial Bank, N.A. Equipment under lease
6/20/2006 20061711010 AMEND MB Financial Bank, N.A. Equipment under lease
6/20/2006 20061710428 AMEND MB Financial Bank, N.A. Equipment under lease
6/23/2006 OH00103634855 UCC1 De Lage Landen Financial Services, Inc. Equipment under lease
6/23/2006 OH00103636879 UCC1 De Lage Landen Financial Services, Inc. Equipment under lease
6/26/2006 20061770506 AMEND Harwick Standard Distribution Corporation Chemicals
6/27/2006 OH00103744767 UCC1 Dell Financing Services L.P. Equipment under lease
6/30/2006 20061810230 AMEND Alexander Capital Corporation Equipment under lease
6/30/2006 20061810412 AMEND Alexander Capital Corporation Equipment under lease
7/7/2006 20061880154 AMEND D.L. Peterson trust Equipment under lease
7/19/2006 20062001042 AMEND D.L. Peterson trust Equipment under lease
7/21/2006 20062020322 AMEND D.L. Peterson trust Equipment under lease
7/24/2006 20062051088 AMEND D.L. Peterson trust Equipment under lease
7/24/2006 OH00104701708 UCC1 AT&T Capital Services, Inc. Equipment under lease
7/26/2006 OH00104847938 UCC1 Alexander Capital Corporation Equipment under lease
7/26/2006 OH00104848940 UCC1 Alexander Capital Corporation Equipment under lease
7/28/2006 OH00104867405 UCC1 AT&T Capital Services, Inc. Equipment under lease
7/28/2006 OH00104872466 UCC1 AT&T Capital Services, Inc. Equipment under lease
7/28/2006 OH00104872577 UCC1 AT&T Capital Services, Inc. Equipment under lease
8/3/2006 20062160472 AMEND Merrill Lynch Capital Equipment under lease
8/8/2006 OH00105309191 UCC1 Alexander Capital Corporation Equipment under lease
8/8/2006 OH00105309202 UCC1 Alexander Capital Corporation Equipment under lease
8/8/2006 OH00105309313 UCC1 Alexander Capital Corporation Equipment under lease
8/8/2006 OH00105309424 UCC1 Alexander Capital Corporation Equipment under lease
8/11/2006 20062260764 ASGN Bank Financial, F.S.B. Equipment under lease
8/11/2006 20062260762 ASGN Bank Financial, F.S.B. Equipment under lease
8/11/2006 20062260760 ASGN Bank Financial, F.S.B. Equipment under lease
8/11/2006 20062260758 ASGN Bank Financial, F.S.B. Equipment under lease
8/11/2006 OH00105422151 UCC1 Meridian Leasing Corporation Equipment under lease
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ----------- -------------- ------------- -------------------------
8/14/2006 OH00105449581 UCC1 AT&T Capital Services, Inc. Equipment under lease
8/14/2006 OH00105451738 UCC1 AT&T Capital Services, Inc. Equipment under lease
8/15/2006 20062280704 ASGN Alexander Capital Corporation Equipment under lease
8/15/2006 20062280706 ASGN Alexander Capital Corporation Equipment under lease
8/17/2006 20062290672 AMEND D.L. Peterson trust Equipment under lease
9/5/2006 OH00106227976 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
9/5/2006 OH00106227865 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
9/6/2006 20062490796 AMEND De Lage Landen Financial Services, Inc. Equipment under lease
9/6/2006 20062490792 AMEND De Lage Landen Financial Services, Inc. Equipment under lease
9/6/2006 OH00106275674 UCC1 Commonwealth Capital Corp. Accounts, Inventory, Equipment, etc.
9/6/2006 OH00106276020 UCC1 Commonwealth Capital Corp. Accounts, Inventory, Equipment, etc.
9/6/2006 OH00106278599 UCC1 Commonwealth Capital Corp. Accounts, Inventory, Equipment, etc.
9/6/2006 OH00106279490 UCC1 Commonwealth Capital Corp. Accounts, Inventory, Equipment, etc.
9/13/2006 OH00106544554 UCC1 Alexander Capital Corporation Equipment under lease
9/13/2006 OH00106544665 UCC1 Alexander Capital Corporation Equipment under lease
9/15/2006 OH00106644900 UCC1 Commonwealth Capital Corp. Accounts, Inventory, Equipment, etc.
9/15/2006 OH00106645467 UCC1 Commonwealth Capital Corp. Accounts, Inventory, Equipment, etc.
9/15/2006 OH00106649516 UCC1 Commonwealth Capital Corp. Accounts, Inventory, Equipment, etc.
9/29/2006 20062720762 ASGN IBM Credit LLC Equipment under lease
10/23/2006 OH00107972512 UCC1 Meridian Leasing Corporation Equipment under lease
10/25/2005 OH00107977895 UCC1 Chesapeake Funding LLC Equipment under lease
11/1/2006 OH00108292248 UCC1 Cisco Systems Capital Corporation Equipment under lease
11/16/2006 20063200480 AMEND Chesapeake Funding LLC Equipment under lease
11/20/2006 OH00109084359 UCC1 CSA Financial Corporation Equipment under lease
11/21/2006 OH00109137897 UCC1 General Electric Capital Corporation Property and equipment
12/11/2006 OH00109825836 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
12/22/2006 OH00110214096 UCC1 CIT Financial USA, Inc. Equipment under lease
12/27/2006 20063610736 AMEND Chesapeake Funding LLC Equipment under lease
1/2/2007 20070040326 AMEND Wilmington Trust Company Accounts, Inventory, Equipment, etc.
1/2/2007 20070040324 AMEND Wilmington Trust Company Accounts, Inventory, Equipment, etc.
1/2/2007 20070040322 AMEND JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
1/2/2007 20070040320 AMEND JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
1/2/2007 20070040318 AMEND JPMorgan Chase Bank Accounts, Inventory, Equipment, etc.
1/2/2007 20070040316 AMEND Deutsche Bank Trust Company Americas Accounts, Inventory, Equipment, etc.
1/19/2007 OH00111131869 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
1/19/2007 OH00111131970 UCC1 Ontario Credit Corporation Accounts, Inventory, Equipment, etc.
FILING DATE FILE NUMBER TYPE OF FILING SECURED PARTY DESCRIPTION OF COLLATERAL
- ----------- ------------ -------------- ------------- -------------------------
2/5/2007 OH00111657459 UCC1 CSA Financial Corporation Equipment under lease
2/12/2007 OH00111863113 UCC1 Chesapeake Funding LLC Equipment under lease
2/22/2007 OH00112157743 UCC1 EMC Corporation Equipment under lease
3/5/2007 OH00112544300 UCC1 General Electric Capital Corporation Equipment under lease
3/5/2007 OH00112544522 UCC1 General Electric Capital Corporation Equipment under lease
3/5/2007 OH00112544633 UCC1 General Electric Capital Corporation Equipment under lease
3/5/2007 OH00112544855 UCC1 General Electric Capital Corporation Equipment under lease
3/19/2007 20070780164 AMEND Chesapeake Funding LLC Equipment under lease
3/23/2007 OH00113192748 UCC1 Zeon Chemicals L.P. Equipment under lease
GOODYEAR CANADA INC. - LIST OF PPSA (ALBERTA) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- -------------------- -------------------- ------------------- ------------------------------------------------ ----------------
Goodyear Canada Inc. PHH Vehicle 98060125253 Various motor vehicles June 1, 2008
Management Services 03021007327
Inc. (amendment)
03042803910
(amendment)
03051428989
(renewal)
04032201487
(amendment)
04061003135
(amendment)
04090123276
(amendment)
05101926805
(amendment)
06053102072
(amendment)
06082819886
(amendment)
Goodyear Canada Inc. Imperial Oil 94011715854 Inventory January 17, 2019
04010817627 Proceeds: All present and after-acquired
Imperial Oil Limited (amendment & personal property of the debtor of whatever
renewal) description or kind.
McColl-Frontenac
Petroleum Inc. THIS REGISTRATION
IS LISTED TWICE IN
Imperial Oil, a THE SEARCH RESULTS.
Partnership of
Imperial Oil
2
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- -------------------- -------------------- ----------------- ------------------------------------------------ ------------------
Goodyear Canada Inc. Onset Capital 04091432015 Various equipment September 14, 2010
Corporation
Goodyear Canada Inc. Neon Products Ltd. 97080506682 Various signage August 5, 2007
Goodyear Canada Inc. Neon Products Ltd. 98022605111 Various signage February 26, 2008
Goodyear Canada Inc. Neon Products Ltd. 98022604940 Various signage February 26, 2008
Goodyear Canada Inc. Neon Products Ltd. 98022605467 Various signage February 26, 2008
Goodyear Canada Inc. Neon Products Ltd. 99030904793 Various signage March 9, 2009
Goodyear Canada Inc. Neon Products 99030904835 Various signage March 9, 2008
Goodyear Canada Inc. Dell Financial 99072707732 Various computer equipment Proceeds: All present July 27, 2008
Services Canada Ltd. and after-acquired personal property
Goodyear Canada Inc. Neon Products Ltd. 00011805918 Various signage January 18, 2010
Goodyear Canada Inc. Neon Products 00121901771 Various signage December 19, 2010
Goodyear Canada Inc. Neon Products 00121902027 Various signage December 19, 2010
Goodyear Canada Inc. IBM Canada Ltd. 01020513022 All present and after-acquired goods supplied by February 5, 2008
05012615513 the secured party, including without limitation,
(renewal) all office machines, office equipment, computer
hardware, software and ancillary products
supplied by the secured party, and all proceeds
therefrom regardless of the form of the
proceeds.
Goodyear Canada Inc. Pattison Sign Group 02091813002 Various signage September 18, 2012
Goodyear Canada Inc. JP Morgan Chase 03032019329 All of the debtor's present and after-acquired March 20, 2008
Bank, N.A. 04081908230 right, title and interest in the "ABL Facilities
(amendment) Collateral" which is defined.
05040614926
(amendment)
Goodyear Canada Inc. Praxair Canada Inc. 03031709110 Various equipment March 17, 2009
03041524863
(amendment)
Goodyear Canada Inc. Pattison Sign Group 03051632663 Various signage May 16, 2003
Goodyear Canada Inc. Blanchette Neon 04010701813 Various signage January 7, 2009
Limited
Goodyear Canada Inc. Pattison Sign Group 04020427508 Various signage February 4, 2014
Goodyear Canada Inc. Wilmington Trust 04030923116 All of the debtor's present and after-acquired March 9, 2014
Company right, title and interest in the "Current Assets
Collateral" which is defined.
Goodyear Canada Inc. Pattison Sign Group 04052836253 Various signage May 28, 2014
Goodyear Canada Inc. JP Morgan Chase 04081120919 All of the debtor's present and after-acquired August 11, 2009
Bank, N.A. 04081908446 right, title and interest in the "ABL Facilities
(amendment) Collateral" which is defined.
05040614967
(amendment)
3
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- -------------------- ----------------------- ------------ -------------------------------------------------- ------------------
Goodyear Canada Inc. CSI Leasing Canada Ltd. 04082305717 Various equipment August 23, 2009
Goodyear Canada Inc. Pattison Sign Group 04110130319 Signage as per contracts LGY101900 and LGY101910 November 1, 2014
located at Fountain Tire Leduc 7126 Sparrow Drive,
Leduc, AB T9E 8A5
Goodyear Canada Inc. CSI Leasing Canada Ltd. 04110507201 Various equipment November 5, 2009
Goodyear Canada Inc. CSI Leasing Canada Ltd. 04121616488 Various equipment December 16, 2009
Goodyear Canada Inc. General Electric 04122017991 Various motor vehicles December 20, 2007
Capital Leaseholder
CDA Inc.
Goodyear Canada Inc. JPMorgan Chase Bank, 05040703901 All of the debtor's present and after-acquired April 7, 2010
N.A. right, title and interest in the following
property: Refer to search.
Goodyear Canada Inc. Deutsche Bank Trust 05040703943 All of the debtor's present and after-acquired April 7, 2010
Company Americas right, title and interest in the following
property: Refer to search.
Goodyear Canada Inc. Wilmington Trust 05040703976 All of the debtor's present and after-acquired April 7, 2010
Company right, title, and interest in the following
property: Refer to search.
Goodyear Canada Inc. CSI Leasing Canada 05061023932 (1) Infocu LP70 projector, serial number June 10, 2010
Ltd. ACAN40900345 (including all repairs, accessories
and replacements) leased to lessee pursuant to
equipment schedule seven to master lease 190760
between the parties. Equipment location: 20 Meadow
Court, Cochrane, Alberta T4C 1N5
Goodyear Canada Inc. Pattison Sign Group 05061437801 Signage as per contract 1GY100310 located at June 14, 2015
Fountain Tire Northland 4911 Northland Drive NW,
Calgary, AB T2L 2K3
Goodyear Canada Inc. Pattison Sign Group 05122211310 Signage as per contract 1TN192250 December 22, 2015
Goodyear Canada Inc. Pattison Sign Group 05122211393 Signage as per contracts LGY101950 and LGY101960 December 22, 2015
located at Fountain Tire Westlock 10843 100th
Street, Westlock, AB T7P 2S2
Goodyear Canada Inc. Pattison Sign Group 06041737120 Signage as per contract LGY101990 located at April 17, 2016
Fountain Tire 13450 97th Street NW, Edmonton, AB
T5E 4E1
Goodyear Canada Inc. Pattison Sign Group 06092622452 Signage as per contract LGY101970 located at September 26, 2016
Fountain Tire (Woodbine) Calgary, Alberta
Goodyear Canada Inc. Pattison Sign Group 06092622742 Signage as per contract LGY102020 located at September 26, 2016
Fountain Tire (Redcliff) 206 Dirkson Road NE,
Redcliff, Alberta
Goodyear Canada Inc. Goodyear Engineered 06120823239 All of the debtor's right of title and interest December 8, 2016
Products Canada Inc. in a general security agreement dated December 9,
1991 granted by Belterra Corporation, formerly
know as Northern Belting Co. Ltd. to the debtor,
such general security agreement assigned by the
debtor to the secured party.
4
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
- LIST OF PPSA (ALBERTA) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- --------------------- ------------------------ ------------ -------------------------------------------------- -----------------
Goodyear Engineered PHH Vehicle 06111504178 All present and future motor vehicles (including, November 15, 2011
Products Canada Inc. Management Services Inc. without limitation, passenger automobiles, vans,
trucks, truck-tractors, truck-trailers, truck-
07041600839 chassis and truck bodies), automotive equipment
Produits D'Ingenierie (amendment) (including, without limitation, trailers, boxes
Goodyear Canada Inc. and refrigeration units), material-handling
equipment and other goods (whether similar or
dissimilar to the foregoing) leased from time
Goodyear Engineered to time by the secured party to the debtor,
Products Canada together with in each case, all present and future
Inc./Produits parts, attachments, accessories and accessions
D'Ingenierie Goodyear attached thereto or installed therein, and all
Canada Inc. proceeds as defined below) or of relating to any
of the foregoing.
Proceeds: all proceeds of any of
the above collateral in any form (including,
without limitation, goods, documents of title,
Produits D'Ingenierie chattel paper, securities, instruments, money and
Goodyear Canada intangibles (as each such term is defined in the
Inc./Goodyear Personal Property Security Act) derived directly
Engineered Products or indirectly from any dealing with any of the
Canada Inc above collateral or any proceeds therof.
2007 Ford Explorer
5
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- --------------------- ----------------------- ------------ -------------------------------------------------- -----------------
VIN: 1FMEU73E67UB20443
2007 Ford Explorer
VIN: 1FMEU73E87UB20444
2005 Ford Explorer
VIN: 1FMZU72K95UB83090
2004 Ford Explorer
VIN: 1FMEU73E46UA87019
GOODYEAR CANADA INC. - LIST OF PPSA (BRITISH COLUMBIA) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
BASE
REGISTRATION REGISTRATION
DEBTOR SECURED PARTY NUMBER CONTROL NUMBER GENERAL COLLATERAL DESCRIPTION LENGTH(YEARS) EXPIRY
- -------------------- ------------------ ------------ -------------- --------------------------------- ------------- ---------------
Goodyear Canada Inc. Neon Products Ltd. 7206354 B2459218 Double faced pylon, size 11 August 25, 2008
3'6"xl7'9", reading "Goodyear";
located at 525 North Road,
Coquitlam, B.C.
Goodyear Canada Inc. PHH Vehicle 7682563 B2771167 5 June 1, 2008
Management 875395A B5137144 See search.
Services Inc. (amendment)
037002B B5304128
(renewal)
602423B B5887842
(amendment)
690986C B701682
(amendment)
038961D B7369301
(addition of
6
BASE
REGISTRATION CONTROL REGISTRATION
DEBTOR SECURED PARTY NUMBER NUMBER GENERAL COLLATERAL DESCRIPTION LENGTH (YEARS) EXPIRY
- -------------------- -------------------- ------------ -------- ---------------------------------- -------------- -----------------
collateral)
204913D B7504184
(amendment)
Goodyear Canada Inc. Dell Financial 8382228 B3263975 See search. 5 July 27, 2008
Services Canada 176408B B5447795
(renewal)
Goodyear Canada Inc. Neon Products Ltd. 8469451 B3331966 See search. 10 September 20, 2009
Goodyear Canada Inc. Neon Products Ltd. 8734506 B3543986 See search. 10 February 23, 2010
Goodyear Canada Inc. Neon Products Ltd. 8734900 B3544247 See search. 11 February 23, 2011
Goodyear Canada Inc. Neon Products Ltd. 9268108 B3972947 See search. 9 January 17, 2010
Goodyear Canada Inc. Neon Products Ltd. 9268126 B3972968 See search. 9 January 17, 2010
Goodyear Canada Inc. Neon Products Ltd. 033929A B4370066 See search. 10 October 26, 2011
Goodyear Canada Inc. Pattison Sign Group, 524786B B5807659 Signage as per contract LGY101880 10 February 9, 2014
A division of Jim located at Fountain Tire, PO Box
Pattison Industries 619, 150 Mile House, BC
Ltd.
Goodyear Canada Inc. Pattison Sign Group, 651257B B5938328 Signage as per contract LGY101890 10 April 19, 2014
A Division of Jim located at 4931 Wellington Road,
Pattison Industries Nanaimo, BC V9T 2H5
Ltd.
Goodyear Canada Inc. Pattison Sign Group, 651278B B5938352 Signage as per contracts LGY100391 10 April 19, 2014
A Division of Jim and LGY 100481 located at Fountain
Pattison Industries Tire, 610 Herald St., Victoria, BC
Ltd. V8W 1S7
Goodyear Canada Inc. Pattison Sign Group, 034861C B6334277 Signage as per contract LGY101920 10 November 11, 2014
A Division of Jim located at Fountain Tire 690
Pattison Industries Lansdowne St., Kamloops, BC
Ltd. V2C 1Y4
Goodyear Canada Inc. Pattison Sign Group, 034921C B6334338 Signage as per contract LGY618310 10 November 11, 2014
A Division of Jim located at Costal Tire 1498 Burton
Pattison Industries Road, Gibsons, BC VON 1V2
Ltd.
Goodyear Canada Inc. Pattison Sign Group, 343930C B6652983 Signage as per contract LGY101940 10 May 12, 2015
A Division of Jim located at Fountain Tire, 1039
Pattison Industries Great Street, Prince George,
Ltd. BC V2N 2K8
Goodyear Canada Inc. Pattison Sign Group, 948827C B7276360 Signage as per contract LGY658730 10 April 17, 2016
A Division of Jim located at Fountain Tire, 100 Pine
Pattison Industries Crest Road, Quesnel, BC V2J 5W6
Ltd.
7
BASE
REGISTRATION CONTROL REGISTRATION
DEBTOR SECURED PARTY NUMBER NUMBER GENERAL COLLATERAL DESCRIPTION LENGTH (YEARS) EXPIRY
- -------------------- -------------------- ------------ -------- ---------------------------------- ------------- -----------------
Goodyear Canada Inc. Pattison Sign Group, 130530D B7463538 Signage as per contract LGY102000 10 July 19, 2016
A Division of Jim located at Fountain Tire, BC
Pattison Industries Store, Quesnel, BC
Ltd.
Goodyear Canada Inc. Pattison Sign Group, 526376D B7871006 Signage as per contract LGW666910 10 February 27, 2017
A Division of Jim located at Fountain Tire, 45960
Pattison Industries Airport Road, Chilliwack, BC V2P
Ltd. 1A2
Goodyear Canada Inc. Pattison Sign Group, 526401D B7871047 Signage as per contract LGW670970 10 February 27, 2017
A Division of Jim located at Fountain Tire, 1620
Pattison Industries Tamarac Street, Campbell River,
Ltd. BC V9W 3M6
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
- LIST OF PPSA (BRITISH COLUMBIA) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
BASE REGISTRATION
REGISTRATION CONTROL LENGTH
DEBTOR SECURED PARTY NUMBER NUMBER GENERAL COLLATERAL DESCRIPTION (YEARS) EXPIRY
- -------------------- -------------------- ------------ --------- ---------------------------------- ------------- -----------------
Goodyear Engineered PHH Vehicle 349504D B7689009 All present and future motor 5 November 15, 2011
Products Canada Inc. Management Services 613559D B7960869 vehicles (including, without
Inc. (amendment) limitation, passenger automobiles,
Produits D'Ingeniere vans, trucks, truck-tractors,
Goodyear Canada Inc. truck-trailers, truck-chassis and
truck bodies), automotive
equipment (including, without
limitation, trailers, boxes and
refrigeration units), materials-
handling equipment and other goods
(whether similar or dissimilar to
the foregoing) leased from time to
time by the Secured Party to the
Debtor, together with in each
case, all present and
8
BASE REGISTRATION
REGISTRATION CONTROL LENGTH
DEBTOR SECURED PARTY NUMBER NUMBER GENERAL COLLATERAL DESCRIPTION (YEARS) EXPIRY
- -------------------- -------------------- ------------ --------- ---------------------------------- ------------- -----------------
future parts, attachments,
accessories and accessions
attached thereto or installed
therein, and all proceeds (as
defined below) of or relating to
any of the foregoing. Proceeds:
All proceeds of any of the above
collateral in any form (including,
without limitation, goods,
documents of title, chattel paper,
securities, instruments, money and
intangibles (as each such term is
defined in the Personal Property
Security Act)) derived directly
or indirectly from any dealing
with any of the above collateral
or any proceeds thereof.
Motor Vehicle Description:
2004 Ford Explorer
V.I.N.: 1FMZU72K14ZA64371
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
- LIST OF PPSA (BRITISH COLUMBIA) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
No registrations found.
9
GOODYEAR CANADA INC. - LIST OF PPSA (MANITOBA) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- -------------------- -------------------- ------------ ---------------------------------------------------------- ------------------
Goodyear Canada Inc. Pattison Sign Group, 200522797900 Signage as per contract 1TN192260 located at 11 Fultz December 20, 2015
A Division of Jim Blvd., Winnipeg, Manitoba R3Y 1G4
Pattison Industries
Ltd.
Goodyear Canada Inc. CSI Leasing Canada 200506806908 (2) Lexmark E332TN Laser Printers, serial numbers S380DRWZ January 31, 2010
Ltd. and S380DRXW, and (1) Lexmark 4227 Plus Forms 4227 Plus
Dot Matrix Printer, serial number S2729717, (including all
repairs, accessories, accessions and replacements) leased
to Lessee pursuant to Equipment Schedule Six to Master
Lease No. 190760 between the parties
Equipment Location:
11 Fultz Blvd; Fort Garry, MB R37 1G4
Goodyear Canada Inc. Pattison Sign Group, 200402060700 Signage as per contract LGY101840 located at Fountain February 9, 2014
A Division of Jim Tire, 103 Main Street North, Gilbert Plains, MB R0L 0X0
Pattison Industries
Ltd.
Goodyear Canada Inc. Pattison Sign Group, 200309915908 Signage as per contract LGY 101320 located at Neepawa May 15, 2007
A Division of Jim Tire, Hwy. #4, Neepawa, Manitoba R0J 1H0
Pattison Industries
Ltd.
Goodyear Canada Inc. Pattison Sign Group, 200300584607 Signage as per contract LGY 10161O located at Wes's Tire, January 10, 2010
A Division of Jim 215 Main Street, Carman, MB R0G 0J0
Pattison Industries
Ltd.
Goodyear Canada Inc. Pattison Sign Group, 200300559602 Signage as per contracts LGY 101310, LGY 101820 & LGY January 9, 2013
A Division of Jim 101830 located at Pitre Tire, 134 17th Street, The Pas, MB
Pattison Industries R9A 1K3
Ltd.
Goodyear Canada Inc. IBM Canada Limited 200124303507 All present and after-acquired goods supplied by July 16, 2008
200511230712 the secured party, including without limitation,
(amendment) all office machines, office equipment, computer hardware,
software and ancillary products supplied by the secured
party, and all proceeds therefrom regardless of the form
of the proceeds.
10
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- -------------------- -------------------- ------------ ------------------------------------------------------- ------------------
Goodyear Canada Inc. Wilmington Trust 200505425200 See search for description. April 6, 2010
Company
Goodyear Canada Inc. Deutsche Bank Trust 200505425005 See search for description. April 6, 2010
Company Americas 200505560611
(amendment)
Goodyear Canada Inc. JPMorgan Chase Bank, 200505424602 See search for description. April 6, 2010
N.A.
Goodyear Canada Inc. JPMorgan Chase Bank, 200414407403 See search for description. August 12, 2009
N.A. 200414836312
(amendment)
200505403117
(amendment)
Goodyear Canada Inc. Wilmington Trust 200403857601 See search for description. March 9, 2014
Company 200415300114
(amendment)
Goodyear Canada Inc. JPMorgan Chase Bank, 200305452407 See search for description. March 20, 2008
N.A. 200505403516
(amendment)
200414841014
(amendment)
Goodyear Canada Inc. Neon Products 200205187900 One(l) 3'xl2' display March 31, 2010
Russell Tire
Goodyear Canada Inc. Neon Products 200117352705 One double face pylon 5'xl8' display, one single faced October 31, 2007
Russell Tire 3'xl2' display
Goodyear Canada Inc. Neon Products 200117352403 One single face 3'xl2' display March 31, 2008
Killarney Tire
Goodyear Canada Inc. Pattison Sign Group 991004105555 One (1) 24'x3' horizontal display May 31, 2009
200220668214
GP Tire (amendment)
Goodyear Canada Inc. Dell Financial 990728106549 See search for description. July 28, 2010
Services Canada Ltd. 200315735814
(amendment)
200119506416
(amendment)
11
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- -------------------- -------------------- ------------ ---------------------------------------------------------- ------------------
Goodyear Canada Inc. PHH Vehicle 980602108559 See search for description. June 2, 2011
Management Services 200706352316
Inc. (amendment)
200608639917
(amendment)
200520581811
(amendment)
200409227510
(amendment)
200404623914
(amendment)
200302703719
(amendment)
200204409616
(amendment)
200119479613
(amendment)
200001160515
(amendment)
000802102682
(amendment)
990302101540
(amendment)
12
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
- LIST OF PPSA (MANITOBA) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- -------------------- --------------- ------------ ------------------------------------------------------------ ------------------
Goodyear Engineered PHH Vehicle 200620776105 All present and future motor vehicles (including, without November 12, 2011
Products Canada Inc. Management 200706358918 limitation, passenger automobiles, vans, trucks,
Services Inc. (amendment) truck-tractors, truck-trailers, truck-chassis and truck
Produits D'Ingenierie bodies), automotive equipment (including, without
Goodyear Canada Inc. limitation, trailers, boxes and refrigeration units),
materials-handling equipment and other goods (whether
Goodyear Engineered similar or dissimilar to the foregoing) leased from time to
Products Canada Inc. / time by the Secured Party to the Debtor, together with in
Produits D'Ingenierie each case, all present and future parts, attachments,
Goodyear Canada Inc. accessories and accessions attached thereto or installed
therein, and all proceeds (as defined below) of or relating
Produits D'Ingenierie to any of the foregoing. Proceeds: All proceeds of any of
Goodyear Canada Inc. / the above collateral in any form (including, without
Goodyear Engineered limitation, goods, documents of title, chattel paper,
Products Canada Inc. securities, instruments, money and intangibles (as each such
term is defined in the Personal Property Security Act))
derived directly or indirectly from any dealing with any of
the above collateral or any proceeds thereof.
Motor Vehicle Description:
2004 Ford Explorer
V.I.N.: 1FMZU72K64ZA80534
2005 Ford Explorer
V.I.N.: 1FMZU72K65UB83077
2007 Ford Explorer
V.I.N.: 1FMEU73E77UA57000
13
GOODYEAR CANADA INC. - LIST OF PPSA (NEW BRUNSWICK) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- -------------------- ----------------- ------------ ------------------------------------------------------------ ------------------
Goodyear Canada Inc. Dell Financial 4983744 All Dell computer equipment and peripherals July 27, 2008
Services Canada 9961543 wherever located heretofore or hereafter leased to
Limited (renewal) Debtor by Secured Party pursuant to a mater lease
agreement no. 76467 together with all substitutions,
additions, accessions and replacements thereto and thereof
now and hereafter installed in, affixed to, or used in
conjunction with such equipment and proceeds thereof
together with all rental or instalment payments, insurance
proceeds, other proceeds and payments due or to become due
and arising from or relating to such equipment. Proceeds:
all present and after-acquired personal property.
Goodyear Canada Inc. PHH Vehicle 3571548 All present and future motor vehicles (including, without June 1, 2008
Management 9308377 limitation, passenger automobiles, trucks, truck tractors,
Services Inc. (amendment) truck trailers, truck chassis or bodies),
9675425 automotive equipment (including, without limitation,
(renewal) trailers, boxes and refrigeration units) and materials
10767101 -handling equipment leased from time to time by the Secured
(amendment) Party to the Debtor, together with all present and future
12841284 attachments, accessions, appurtenances, accessories and
(amendment) replacement parts and all proceeds of or relating to the
foregoing.
Serial Numbered Collateral
2004 Ford Freestar
V.I.N. 2FMZA55214BA98158
2005 Ford Explorer
V.I.N. 1FMZU72K45UB24061
2005 Ford Freestyle
V.I.N. 1FMZK04145GA75721
14
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
- LIST OF PPSA (NEW BRUNSWICK) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- ---------------------- --------------- ------------ ------------------------------------------------------------ ------------------
Goodyear Engineered PHH Vehicle 14237432 All present and future motor vehicles (including, without November 15, 2011
Products Canada Inc. Management limitation, passenger automobiles, vans, trucks, truck-
Services Inc. tractors, truck-trailers, truck-chassis and truck bodies),
automotive equipment (including, without limitation,
Produits D'Ingenierie trailers, boxes and refrigeration units), materials-handling
Goodyear Canada Inc. equipment and other goods (whether similar or dissimilar to
the foregoing) leased from time to time by the Secured Party
Goodyear Engineered to the Debtor, together with in each case, all present and
Products Canada Inc. / future parts, attachments, accessories and accessions
Produits D'Ingenierie attached thereto or installed therein, all all proceeds
Goodyear Canada Inc. (as defined below) or of relating to any of the foregoing.
Proceeds: All proceeds of any of the above
Produits D'Ingenierie collateral in any form (including, without limitation,
Goodyear Canada Inc. / goods, documents of title, chattel paper, securities,
Goodyear Engineered instruments, money and intangibles (as each such term is
Products Canada Inc. defined in the Personal Property Security Act)) derived
directly of indirectly from any dealing with any of the
above collateral or any proceeds thereof.
15
GOODYEAR CANADA INC. - LIST OF PPSA (NEWFOUNDLAND) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- -------------------- --------------- ------------ ------------------------------------------------------------ ------------------
Goodyear Canada Inc. PHH Vehicle 29392 Motor Vehicles (including without limitation, truck January 5, 2010
Management 2405310 tractors, truck trailers, truck chasis or truck bodies),
Services Inc. (amendment) automotive equipment (including without limitation,
2777588 trailers, boxes and refrigeration units) and materials-
(amendment) handling equipment leased by the Debtor from the Secured
3832151 Party together with all attachments, accessions,
(renewal) appurtances, accessories or replacement parts. Proceeds; all
4530653 of the Debtor's present and after acquired personal property
(amendment) including, without limitation, goods, securities,
instruments, documents of title, chattel paper, intangibles
and money.
Serial Numbered Collateral
2005 Ford Explorer
V.I.N. 1FMZU77KX5UB3180
Goodyear Canada Inc. Enseignes 5514990 One (1) Double Face Pylone measuring: 23'-l" x 18'-0" February 22, 2017
Pattison Sign Location: 3840 Manitoba Road, Clarenville, NL
Group Contract: LNF141508
16
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
- LIST OF PPSA (NEWFOUNDLAND) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- ---------------------- --------------- ------------ ------------------------------------------------------------ ------------------
Goodyear Engineered PHH Vehicle 5341622 All present and future motor vehicles (including, without November 15, 2011
Products Canada Inc. Management limitation, passenger automobiles, vans, trucks, truck-
Services Inc. tractors, truck-trailers, truck-chassis and truck bodies),
Produits D'Ingenierie automotive equipment (including, without limitation,
Goodyear Canada Inc. trailers, boxes and refrigeration units), materials-handling
equipment and other goods (whether similar or dissimilar
Goodyear Engineered to the foregoing) leased from time to time by the Secured
Products Canada Inc. / Party to the Debtor, together with, in each case, all
Produits D'Ingenierie present and future parts, attachments, accessories and
Goodyear Canada Inc. accessions attached thereto or installed therein, all
proceeds (as defined below) of or relating to any of the
Produits D'Ingenierie foregoing. Proceeds: All proceeds of any of the above
Goodyear Canada Inc. / collateral in any form (including, without limitation,
Goodyear Engineered goods, documents of title, chattel paper, securities,
Products Canada Inc. instruments, money and intangibles (as each such term is
defined in the Personal Property Security Act) derived
directly of indirectly from any dealing with any of the
above collateral or any proceeds thereof.
17
GOODYEAR CANADA INC. - LIST OF PPSA (NOVA SCOTIA) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- -------------------- ----------------- ------------ ------------------------------------------------------------ ------------------
Goodyear Canada Inc. Bank of Montreal 1138272 See search for description. November 13, 2008
Goodyear Canada Inc. Dell Financial 2041864 All Dell computer equipment and peripherals wherever located July 27, 2008
Services Canada 7095662 heretofore or hereafter leased to Debtor by Secured Party
Limited (renewal) pursuant to a master lease agreement no. 76467 together with
all substitutions, additions, accessions and replacements
thereto and thereof now and hereafter installed in, affixed
to, or used in conjunction with such equipment and proceeds
thereof together with all rental or instalment payments,
insurance proceeds, other proceeds and payments due or to
become due and arising from or relating to such equipment.
Proceesd: all present and after-acquired personal property.
Goodyear Canada Inc. PHH Vehicle 6423159 All present and future motor vehicles (including, February 10, 2008
Management 7966338 without limitation, passenger automobiles, trucks, truck
Services Inc. (amendment) tractors, truck trailers, truck chassis oro truck bodies),
automotive equipment (including, without limitation,
trailers, boxes and refrigeration units) and materials-
handling equipment leased from time to time by the Secured
Party to the Debtor, together with all present and future
attachments, accessions, appurtenances, accessories and
replacement parts, and all proceeds of or relating to any
of the foregoing.
Serial Numbered Collateral
2000 Ford Explorer
V.I.N. 1FMZU72E6YZC68888
Goodyear Canada Inc. PHH Vehicle 12355 All present and future motor vehicles (including, November 4, 2007
Management 5991830 without limitation, passenger automobiles, trucks,
Services Inc. (renewal) truck tractors, truck trailers, truck chassis or
7095975 truck bodies), automotive equipment (including,
(amendment) without
18
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- -------------------- ----------------- ------------ ------------------------------------------------------------ ------------------
limitation, trailers, boxes and refrigeration units) and
materials-handling equipment leased from time to time by the
Secured Party to the Debtor, together with all present and
future attachments, accessions, appurtenances, accessories
and replacement parts, and all proceeds of or relating to
any of the foregoing
Goodyear Canada Inc. GE Capital 4703075 Serial Numbered Collateral October 31, 2007
Vehicle and 11459922 2002 Ford F-250 4x2 SD
Equipment (renewal) V.I.N. 1FDNF20FX2EB42149
Leasing Inc.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
- LIST OF PPSA (NOVA SCOTIA) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- ---------------------- --------------- ------------ ---------------------------------------------------------- ------------------
Goodyear Engineered PHH Vehicle 11764958 All present and future motor vehicles (including, November 15, 2011
Products Canada Inc. Management 12294344 without limitation, passenger automobiles, vans, trucks,
Services Inc. (amendment) truck-tractors, truck-trailers, truck-chassis and truck
Produits D'Ingenierie bodies), automotive equipment (including, without
Goodyear Canada Inc. limitation, trailers, boxes and refrigeration units),
materials-handling equipment and other goods
Goodyear Engineered (whether similar or dissimilar to the foregoing) leased
Products Canada Inc./ from time to time by the Secured Party to the Debtor,
Produits D'Ingenierie together with in each case, all present and future parts,
Goodyear Canada Inc. attachments, accessories and accessions attached
thereto or installed therein, all proceeds (as defined
Produits D'Ingenierie below) of or relating to any of the foregoing. Proceeds:
Goodyear Canada Inc./ All proceeds of any of the above collateral in any form
Goodyear Engineered (including, without limitation, goods, documents of title,
Products Canada Inc. chattel paper, securities, instruments, money and
intangibles (as each such term is defined in the Personal
Property Security Act) derived directly of indirectly from
any dealing with any of the above collateral or any
proceeds therof.
Motor Vehicle Description:
2005 Ford Explorer
V.I.N.: 1FMZU72K45UB24061
19
GOODYEAR CANADA INC.-LIST OF PPSA (ONTARIO) REGISTRATIONS
FILE CURRENCY DATE: APRIL 16, 2007
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ---------------------------------- ----------- ----------------------- ----------------- -------------------- ------------
Hewlett-Packard Financial Services 633095442 20070227 1436 8077 0443 Equipment, Other Lease Agreement. Any 4 years
Canada Company and all equipment,
tangible and Expiry:
intangible, pursuant February 27,
to Lease No. 80034, 2011
and all amounts
owing thereunder
Pattison Sign Group, a Division of 633095982 20070227 1535 2073 2377 Equipment, Other Signage as per 5 years
Jim Pattison Industries Ltd. contract LGC194000
Expiry:
February 27,
2012
Pattison Sign Group, a Division of 632582298 20070202 1519 2073 2366 Equipment, Other Signage as per 10 years
Jim Pattison Industries Ltd. contract 2GY183430
located at CDA Hose Expiry:
Plant 101 Mountain February 2,
Road, Collingwood, 2017
Ontario L9Y 3Z9
20
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ---------------------------------- ----------- ---------------------- ----------------- ------------------ --------------
Citicorp Vendor Finance, Ltd. 631622313 20061221 1156 1862 6726 Equipment, Other, Yes. Refer to search. 2 years
20061227 1555 1862 6972 Motor Vehicle
20070115 1202 186 27985 Included Expiry:
December 21,
2008
Citicorp Vendor Finance, Ltd. 630829224 20061123 1018 1862 4447 Equipment, Other, Yes. Refer to search 4 years
Motor Vehicle
Included Expiry:
November 23,
2010
Pattison Sign Group, a Division of 628918749 20060914 1636 20732341 Equipment, Other Signage as per 10 years
contract
Jim Pattison Industries Ltd. LGY661910 located at
Royal Tire, 450 2nd Expiry:
Avenue North, September 14,
Sudbury, Ontario P3B 2016
4A4
Tandet Nationalease Ltd. 628928721 20060914 1944 1531 3599 Inventory, This registration 7 years
Equipment, covers the units
Motor Vehicle listed along with all
Included attachments thereto Expiry:
and the associated September 14,
lease agreement and 2013
insurance policies
and proceeds thereof.
Complete description
of serial collateral
should read as 2007
Kenworth T800 TS
Sleeper W crane S/N
1XKDDB9X27J93095
9
Motor Vehicle
Description:
2007 Kenworth T800
TA Sleeper
V.I.N.:
1XKDDB9X27J93095
9
21
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ------------------------------- ----------- ----------------------- ---------------- ------------------------- ------------
National Leasing Group Inc. 628516053 20060831 1619 6005 0050 Equipment All floor sweeper of 4 years
20070215 1414 6005 2110 every nature or kind
described in lease Expiry: August
number 2342720 31,2010
between the secured
party, as lessor and the
debtor as lessee, as
amended from time to time,
together with all
attachments, accessories
and substitutions.
TRANSFER BY DEBTOR WAS
REGISTERED FEBRUARY 15,
2007 TO TRANSFER THE
DEBTOR TO GOODYEAR
ENGINEERED PRODUCTS CANADA
INC.
PHH Vehicle Management Services 628385103 20060828 1942 1531 3570 Equipment, All present and future 5 years
Inc. 20060829 1949 1531 6403 Other, Motor motor vehicles (including,
20061129 1939 1531 7172 Vehicle Included without limitation, Expiry: August
20070416 1048 1529 2952 passenger automobiles, 28, 2011
vans, trucks, truck-
tractors, truck-trailers,
truck chassis, and truck
bodies), automotive
22
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ------------------------------- ----------- ----------------------- ---------------- ---------------------------- ------------
equipment (including,
without limitation,
trailers, boxes and
refrigeration units),
materials-handling equipment
and other goods (whether
similar or dissimilar) to
the foregoing) leased from
time to time by the secured
party to the debtor,
together with, in each case,
all present and future
parts, attachments,
accessories and accessions
attached thereto or installed
therein, and all proceeds of
or relating to any of the
foregoing.
An amendment was
registered August 29, 2006
to add 37 motor vehicles.
Refer to search.
An amendment was
registered November
29, 2006 to add 2
motor vehicles. Refer
to search.
An amendment was
registered April 16,
2007 to add a motor
vehicle. Refer to
search.
23
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ------------------------------- ----------- ----------------------- ----------------- --------------------------- -------------
Pattison Sign Group, a 624487644 20060421 1524 2073 2298 Equipment, Other Signage as per 10 years
Division of Jim Pattison contract LGY656900 located
Industries Ltd. at 370 Main Street N., Expiry: April
Brampton, Ontario L6V 4A4 21, 2016
Master Lift Truck Service 624065238 20060406 1713 1462 5158 Equipment, Other, All goods supplied 6 years
Inc. Motor Vehicle by the secured party Expiry: April
Included pursuant to a lease 6, 2012
between the debtor and the
secured party, together with
all parts and accessories
thereto and accessions
thereto and all replacements
or substitutions for such
goods and proceeds thereof
(proceeds as defined in the
Personal Property Security
Act (ON)) and any insurance
proceeds resulting there
from.
Masterlift Truck Service Inc. 623803383 20060329 1544 1869 0303 Equipment, Other, Yes. Refer to search 5 years
Motor Vehicle Expiry: March
Included 29, 2011
BDL Capital Inc. 622191438 20060123 1420 1869 0301 Equipment, Other, Yes. Refer to search 5 years
Motor Vehicle Expiry:
Description January 23,
2011
24
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------ ------------------------ ------------------ ----------------------------- ----------------------
Pitney Bowes Global 621712728 20060103 1608 1651 2368 Inventory, Meter, mailer, scale, rates, 2 years
Credit Services Equipment, power stacker. All items as
Accounts, Other listed and defined under Expiry: January 3, 2008
Pitney Bowes contract numbers
486219 & 486221.
Pattison Sign Group, 621393165 20051216 1610 2073 2259 Equipment, Other Signage as per contract 10 years
a Division of Jim LGY203170 located at 370
Pattison Industries Industrial Road, Cambridge, Expiry December 16, 2015
Ltd. Ontario, N3H 5T7
National Leasing 620028999 20051027 1722 6005 6297 Equipment All forklifts of every nature 6 years
Group Inc. or kind described in lease
number 2313714, between Expiry: October 27, 2011
the secured party, as lessor
and the debtor as lessee,
as amended from time to time,
together with all
attachments, accessories
and substitutions.
Pattison Sign Group, 618312024 20050826 1039 2073 2218 Equipment, Other Signage as per contract 10 years
a Division of Jim LGY203160 located at
Pattison Industries Industrial Road, Cambridge, Expiry: August 26, 2015
Ltd. Ontario
Pattison Sign Group, 618317208 20050826 1106 2073 2219 Equipment, Other Signage as per contract 10 years
a Division of Jim LGY203180 located at 2090
Pattison Industries Riverside Drive, Timmins, Expiry: August 26, 2015
Ltd. Ontario, P4R 1M9
25
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ----------- ------------------------ ------------------ ----------------------------- ---------------------
CSI Leasing Canada 615979494 20050610 1952 1531 7458 Equipment (1) Lexmark X634 printer, 5 years
Ltd. serial number 9914RLC
(including all repairs, Expiry: June 10, 2011
accessories and replacements)
leased to lessee pursuant to
equipment schedule seven to
master lease no. 190760
between the parties.
Equipment location: 450
Kipling Avenue, Etobicoke,
Ontario M8Z 5E1
National Leasing 615867318 20050608 1100 6005 4696 Equipment All photocopies of every 6 years
Group Inc. nature or kind described in
lease number 2301824 between Expiry: June 8, 2011
Upper Canada Office Systems
as original lessor and the
debtor, as lessee, which
lease was assigned by the
original lessor to the
secured party, as amended
from time to time, together
with all attachments,
accessories and
substitutions.
Pattison Sign Group, 615023955 20050511 1202 2073 2197 Equipment, Other Signage as per contract 10 years
A Division of Jim LGY203150 located at 902A &
Pattison Industries 902B Wallbridge-Loyalist Expiry: May 11,2015
Ltd. Road, Belleville, Ontario K8N
4Z5
26
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- ---------------------
Deutsche Bank Trust 613947726 20050406 0953 1590 6619 Inventory, No 5 years
Company Americas 20050407 1041 1590 6690 Accounts, Other
20061211 0851 1590 6756 An amendment was registered Expiry: April 6, 2010
April 7, 2005 to amend the
secured party address.
A PARTIAL TRANSFER WAS
REGISTERED DECEMBER 11, 2006
TO TRANSFER THE DEBTOR TO
GOODYEAR ENGINEERED PRODUCTS
CANADA INC. PRODUITS
D'INGENIERIE GOODYEAR CANADA
INC., GOODYEAR ENGINEERED
PRODUCTS CANADA INC. AND
PRODUITS D'INGENIERIE
GOODYEAR CANADA INC.
Wilmington Trust 613947906 20050406 1012 1590 6620 Inventory, No 5 years
Company 20061211 0852 1590 6757 Accounts, Other
A PARTIAL TRANSFER WAS Expiry: April 6, 2010
REGISTERED DECEMBER 11, 2006
TO TRANSFER THE DEBTOR TO
GOODYEAR ENGINEERED PRODUCTS
CANADA INC. PRODUITS
D'INGENIERIE GOODYEAR CANADA
INC., GOODYEAR ENGINEERED
PRODUCTS CANADA INC. AND
PRODUITS D'INGENIERIE
GOODYEAR CANADA INC.
27
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------ ------------------------ ------------------ ----------------------------- ----------------------
JPMorgan Chase Bank, 613760868 20050331 0922 1590 6330 Inventory, No 5 years
N.A. 20061211 0850 1590 6755 Accounts, Other
A PARTIAL TRANSFER WAS Expiry: March 31,2010
REGISTERED DECEMBER 11, 2006
TO TRANSFER THE DEBTOR TO
GOODYEAR ENGINEERED PRODUCTS
CANADA INC. PRODUITS
D'INGENIERIE GOODYEAR CANADA
INC., GOODYEAR ENGINEERED
PRODUCTS CANADA INC. AND
PRODUITS D'INGENIERIE
GOODYEAR CANADA INC.
CSI Leasing Canada 611429337 20041216 451 1530 4562 Equipment Yes 5
Ltd.
Pattison Sign Group, 611251371 20041209 1419 2073 2146 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 611251866 20041209 1455 2073 2148 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
CSI Leasing Canada 611034651 20041201 1456 1530 9753 Equipment Yes 5
Ltd.
CSI Leasing Canada 610392735 20041105 1450 1530 2904 Equipment Yes 5
Ltd.
Pattison Sign Group, 610084782 20041026 1324 2073 2123 Equipment, Other Signage as per contracts 10 years
a Division of Jim LGY202601 and LGY615130
Pattison Industries located at Benson Commercial Expiry: October
Ltd. Tire/Jiffy Tire RR#5, 26, 2014
Belleville, Ontario
28
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------ ------------------------ ------------------ ----------------------------- ------------------
Pattison Sign Group, 610085088 20041026 1354 2073 2130 Equipment, Other Signage as per contract 10 years
a Division of Jim LGY615020 located at 135
Pattison Industries Davis Drive, Newmarket, Expiry: October
Ltd. Ontario L3Y 2N3 26, 2014
CSI Leasing Canada 609996582 20041021 1946 1531 8263 Equipment (1) IBM 9406-520, (1) 5 years
Ltd. IBM 3581-L2 and (1) IBM
6400-110, (including all Expiry: October
repairs, accessories, 21, 2009
accessions and replacements)
leased to lessee pursuant to
equipment schedule three to
master lease no. 190760
between the parties.
Equipment location - R.R. #7,
Napanee, Ontario, K7R 3L2
Xerox Canada Ltd. 608889015 20040910 1406 1462 3660 Equipment, Other No 6 years
Expiry: September
10, 2010
29
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- -------------------
JPMorgan Chase Bank, 608054499 20040811 1043 1590 5932 Inventory, No 5 years
N.A. 20050331 0923 1590 6332 Accounts, Other
20061211 0849 1590 6754 An amendment was registered Expiry: August
March 31, 2005 to amend the 11, 2009
secured party name and
address.
A PARTIAL TRANSFER WAS
REGISTERED DECEMBER 11, 2006
TO TRANSFER THE DEBTOR TO
GOODYEAR ENGINEERED PRODUCTS
CANADA INC. PRODUITS
D'INGENIERIE GOODYEAR CANADA
INC., GOODYEAR ENGINEERED
PRODUCTS CANADA INC. AND
PRODUITS D'INGENIERIE
GOODYEAR CANADA INC.
Sharp Electronics of 605293227 20040507 1407 7029 7040 Equipment, Other No 7 years
Canada Ltd.
Expiry: May 7, 2011
CSI Leasing Canada 605232567 20040505 1948 1531 4618 Equipment (1) Lexmark X634, serial 5 years
Ltd. 20040823 1446 1530 6535 number 99-14RLC, (including
all repairs, accessories and Expiry: May 5, 2009
replacements) leased to
lessee pursuant to equipment
schedule two to master lease
no. 190760. Equipment
location - 450 Kipling
Avenue, Etobicoke, ON M8Z 5E1
An amendment was registered
August 23, 2004 to amend the
general collateral
description.
30
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- ------------------
Tandet Nationalease 603823248 20040316 1949 1531 4748 Equipment Yes 8
Ltd.
Tandet Nationalease 603823257 20040316 1949 1531 4749 Equipment Yes 8
Ltd.
Pattison Sign Group, 603782712 20040315 1525 2073 2057 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 603782748 20040315 1530 2073 2058 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 603782811 20040315 1535 2073 2059 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 603783108 20040315 1603 2073 2060 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 603783216 20040315 1616 2073 2061 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 603783288 20040315 1621 2073 2062 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 603783378 20040315 1625 2073 2063 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 603783468 20040315 1630 2073 2064 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 603783504 20040315 1634 2073 2065 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 603783558 20040315 1638 2073 2066 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
CSI Leasing Canada 603695691 20040311 1052 1529 8293 Equipment Yes 5
Ltd.
31
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- ------------------
Wilmington Trust 603645984 20040309 1610 1590 9235 Inventory, Yes 10
Company 20061211 0848 1590 6753 Accounts, Other
A PARTIAL TRANSFER WAS
REGISTERED DECEMBER 11, 2006
TO TRANSFER THE DEBTOR TO
GOODYEAR ENGINEERED PRODUCTS
CANADA INC. PRODUITS
D'INGENIERIE GOODYEAR CANADA
INC., GOODYEAR ENGINEERED
PRODUCTS CANADA INC. AND
PRODUITS D'INGENIERIE
GOODYEAR CANADA INC.
Pattison Sign Group, 603463869 20040302 1636 2073 2040 Equipment, Other Yes 10
A Division of Jim (10 years)
Pattison Industries
Ltd.
Pattison Sign Group, 603463905 20040302 1640 2073 2041 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 603463932 20040302 1643 2073 2042 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 603463959 20040302 1647 2073 2043 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 603464013 20040302 1652 2073 2044 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 603464049 20040302 1655 2073 2045 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
National Leasing 603312804 20040225 1010 6005 8788 Equipment Yes 6
Group Inc. L#
2248482
Pattison Sign Group, 602707563 20040127 1404 2073 2024 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 602707608 20040127 1408 2073 2025 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
32
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- ------------------
Pattison Sign Group, 602707653 20040127 1418 2073 2026 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 602707725 20040127 1422 2073 2027 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 602707752 20040127 1422 2073 2028 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 602707779 20040127 1428 2073 2029 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 602707797 20040127 1431 2073 2030 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 602707815 20040127 1434 2073 2031 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 602707842 20040127 1437 2073 2032 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 602707887 20040127 1440 2073 2033 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd,
Pattison Sign Group, 602690535 20040126 1645 2073 2023 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Tandet Nationalease 602499438 20040115 1950 1531 5584 Equipment, Motor Yes 8
Ltd. Vehicles
Pattison Sign Group, 602450109 20040114 1023 2073 1996 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 602434602 20040113 1651 2073 1995 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Citicorp Vendor 600925842 20031112 1030 7029 4045 Equipment, Other, Yes 6
Finance, Ltd. 20040930 1531 7029 9617 Motor Vehicles
An amendment was registered
September 30, 2004 to add
motor vehicles.
National Leasing 600547023 20031028 1020 6005 7243 Equipment Yes 6
Group Inc. L#
2230656
National Leasing 600547131 20031028 1033 6005 7244 Equipment Yes 6
Group Inc. L#
2230656
33
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- ------------------
National Leasing 600071787 20031008 1201 6005 7010 Equipment Yes 6
Group Inc. L#
2230656
National Leasing 898732629 20031001 1223 6005 6907 Equipment Yes 7
Group Inc. L#
2227114
Pattison Sign Group, 897617376 20030826 1326 2073 1972 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Caterpillar 897475878 20030821 1038 8077 7660 Equipment, Other, Yes 4
Financial Services Motor Vehicles
Limited
Caterpillar 897222708 20030811 1714 8077 7377 Equipment, Other, Yes 4
Financial Services Motor Vehicles
Limited
Caterpillar 897080544 20030806 1437 8077 7252 Equipment, Other Yes 5
Financial Services
Limited
Caterpillar 897080562 20030806 1437 8077 7254 Equipment, Other Yes 5
Financial Services
Limited
Caterpillar 896773644 20030725 1658 8077 6882 Equipment, Other, Yes 4
Financial Services Motor Vehicles
Limited
Caterpillar 896773653 20030725 1658 8077 6883 Equipment, Other, Yes 4
Financial Services Motor Vehicles
Limited
Pattison Sign Group, 896568642 20030721 1606 2073 1954 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Pattison Sign Group, 896568669 20030721 1609 2073 1955 Equipment, Other Yes 10
A Division of Jim
Pattison Industries
Ltd.
Caterpillar 896381127 20030715 1037 8077 6361 Equipment, Other, Yes 4
Financial Services Motor Vehicles
Limited
Caterpillar 896374899 20030714 17223 8077 6326 Equipment, Other, Yes 4
Financial Services Motor Vehicles
Limited
Caterpillar 896374908 20030714 1723 8077 6327 Equipment, Other, Yes 4
Financial Services Motor Vehicles
Limited
Caterpillar 896374917 20030714 1723 8077 6328 Equipment, Other, Yes 4
Financial Services Motor Vehicles
Limited
Caterpillar 895236237 20030609 1809 8077 5009 Equipment, Other, Yes 4
Financial Services Motor Vehicles
Limited
Caterpillar 895087332 20030605 0955 8077 4849 Equipment, Other, Yes 4
Financial Services Motor Vehicles
Limited
Caterpillar 895087341 20030605 0955 8077 4850 Equipment, Other, Yes 4
Financial Services Motor Vehicles
Limited
34
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- ------------------
JP Morgan Chase 892612728 20030320 1222 1590 3509 Inventory, Yes 5
Bank, N.A. 20030402 1428 1590 4137 Accounts, Other
20050331 0922 1590 6331 An amendment was registered
20061211 0847 1590 6752 April 2, 2003 to amend the
collateral classification.
An amendment was registered
March 31, 2005 to amend the
secured party name and
address.
A PARTIAL TRANSFER WAS
REGISTERED DECEMBER 11, 2006
TO TRANSFER THE DEBTOR TO
GOODYEAR ENGINEERED PRODUCTS
CANADA INC. PRODUITS
D'INGENIERIE GOODYEAR CANADA
INC., GOODYEAR ENGINEERED
PRODUCTS CANADA INC. AND
PRODUITS D'INGENIERIE
GOODYEAR CANADA INC.
Pattison Sign Group, 891758952 20030218 1427 2073 1905 Equipment, Other Yes 10
a Division of Jim
Pattison Industries
Ltd.
IBM Canada Limited 890215668 20021218 1818 1531 0189 Equipment, Yes 3
20051129 1947 1531 0087 Accounts, Other
3-year renewal was registered Expiry: December
November 18, 2008
29, 2005.
35
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- ------------------
CIT Financial Ltd. 886580793 20020821 1630 1616 7293 Inventory, No 5
Equipment,
Accounts, Other,
Motor Vehicle
included
Neon Products, a 884247588 20020611 1412 2073 1820 Equipment, Other, Yes 10
Division of Jim
Pattison Industries
Ltd.
Neon Products, a 883471203 20020522 1635 2073 1797 Equipment, Other Yes 10
Division of Jim
Pattison Industries
Ltd.
Neon Products, a 883471212 20020522 1635 2073 1798 Equipment, Other Yes 10
Division of Jim
Pattison Industries
Ltd.
Neon Products, a 883471221 20020522 1635 2073 1799 Equipment, Other Yes 10
Division of Jim
Pattison Industries
Ltd.
Neon Products, a 883471239 20020522 1635 2073 1800 Equipment, Other Yes 10
Division of Jim
Pattison Industries
Ltd.
Neon Products, a 880390107 20020206 1432 2073 1764 Equipment, Other Yes 10
Division of Jim
Pattison Industries
Ltd.
Neon Products, a 880390116 20020206 1432 2073 1765 Equipment, Other Yes 10
Division of Jim
Pattison Industries
Ltd.
Neon Products, a 879980175 20020123 1341 2073 1739 Equipment, Other Yes 10
Division of Jim
Pattison Industries
Ltd.
Nexcap Finance 878225571 20011123 1812 1531 5952 Equipment, Yes 2
Corporation 20020510 1914 1530 8141 Accounts, Other
20041027 1452 1530 3429 An amendment was registered Expiry: November
20061102 1456 1530 8509 May 10, 2002 to add 23, 2007
"Accounts" to the collateral
classification.
2-year renewal was registered
October 27, 2004.
1-year renewal was registered
November 2, 2006.
36
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- ------------------
Neon Products, a 877801041 20011108 1125 2073 1715 Equipment, Other Yes 10
Division of Jim
Pattison Industries
Ltd.
Neon Products, a 877801059 20011108 1125 2073 1716 Equipment, Other Yes 10
Division of Jim
Pattison Industries
Ltd.
Neon Products, a 877132791 20011017 1028 2073 1697 Equipment, Other Yes 10
Division of Jim
Pattison Industries
Ltd.
Neon Products, a 876260124 20010914 1634 2073 1679 Equipment, Other Yes 10
Division of Jim
Pattison Industries
Ltd.
865331 Ontario 085972905 20010816 1023 0043 1025 Equipment, Other Yes 10
Limited carrying on
business as Signage
Systems
865331 Ontario 085972914 20010816 1023 0043 1026 Equipment, Other Yes 10
Limited carrying on
business as Signage
Systems
Neon Products, a 874584081 20010719 1028 2073 1635 Equipment, Other Yes 10
Division of Jim
Pattison Industries
Ltd.
Neon Products, a 874584099 20010719 1028 2073 1636 Equipment, Other Yes 10
Division of Jim
Pattison Industries
Ltd.
Neon Products, a 874584108 20010719 1028 2073 1637 Equipment, Other Yes 10
Division of Jim
Pattison Industries
Ltd.
IBM Canada Limited 874472616 20010716 1750 1531 7302 Equipment, Yes 3
AS 20040622 1943 1531 Accounts, Other
6179
3-year renewal was registered
June 22, 2004
Neon Products 871517079 20010417 1023 2073 1398 Equipment, Other Yes 10
865331 Ontario 085972878 20010402 1020 0043 4016 Equipment, Other Yes 10
Limited carrying on
business as Signage
Systems
865331 Ontario 085972887 20010402 1020 0043 4015 Equipment, Other Yes 10
Limited carrying on
business as Signage
Systems
Associates Capital 871120548 20010402 1750 1531 3226 Equipment, Other No 8
Limited
Neon Products 870470388 20010308 1449 2073 1379 Equipment, Other Yes 10
Neon Products 870470397 20010308 1449 2073 1380 Equipment, Other Yes 10
37
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- ------------------
Neon Products 869925537 20010214 1431 2073 1368 Equipment, Other Yes 10
Neon Products 868913334 20010108 1640 2073 1340 Equipment, Other Yes 10
Neon Products 868066578 20001204 1440 2073 1311 Equipment, Other Yes 10
Neon Products 866628576 20001016 1035 2073 1292 Equipment, Other Yes 10
Neon Products 866086398 20000926 1642 2073 1279 Equipment, Other Yes 10
Neon Products 865660734 20000913 0938 2073 1266 Equipment, Other Yes 10
National Leasing 863982207 20000720 1050 6005 0982 Equipment No 5
Group Inc. L#2085590
IBM Canada Ltd. 862970499 20000619 1501 1530 5589 Equipment, No 4
20040526 1056 1529 9611 Accounts, Other
4-year renewal was registered
May 26, 2004.
Neon. Products 861778332 20000512 1343 2073 1218 Equipment, Other Yes 10
Neon Products 860842872 20000412 1021 2073 1202 Equipment, Other Yes 10
Neon Products 860409639 20000329 1137 2073 1178 Equipment, Other Yes 10
Neon Products 859041864 20000207 1429 2073 1161 Equipment, Other Yes 10
Neon Products 859041873 20000207 1429 2073 1162 Equipment, Other Yes 10
IBM Canada Ltd. 857158722 19991129 1819 1531 4326 Equipment, No 4
20020513 1842 1531 3171 Accounts, Other
20041029 1942 1531 8694 2-year renewal was registered
May 13, 2002.
3-year renewal was registered
October 29, 2004.
Neon Products 856968399 19991122 1535 2073 1022 Equipment, Other Yes 10
Neon Products 855752139 19991013 1140 2073 1011 Equipment, Other Yes 10
Neon Products Ltd. 854788653 19990910 1213 2073 0976 Equipment, Other Yes 10
38
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- ------------------
Dell Financial 853437726 19990727 1434 1530 1387 Equipment, No 5
Services Canada 20030723 1443 8077 6760 Accounts, Other
Limited 20070206 1044 8077 8022 4-year renewal was registered Expiry: July 27,
July 23, 2003. 2008
AN AMENDMENT WAS REGISTERED
FEBRUARY 6, 2007 TO ADD
DEBTORS: GOODYEAR ENGINEERED
PRODUCTS CANADA INC.,
PRODUITS D'INGENIERIE
GOODYEAR CANADA INC. AND
GOODYEAR ENGINEERED PRODUCTS
CANADA INC. PRODUITS
D'INGENIERIE GOODYEAR CANADA
INC.
Neon Products 850265694 19990421 1409 2073 0923 Equipment, Other Yes 10
Neon Products 850265703 19990421 1409 2073 0924 Equipment, Other Yes 10
Neon Products 850265712 19990421 1409 2073 0925 Equipment, Other Yes 10
Neon Products 850265721 19990421 1409 2073 0926 Equipment, Other Yes 10
Neon Products 850265739 19990421 1409 2073 0927 Equipment, Other Yes 10
Neon Products 850265748 19990421 1409 2073 0928 Equipment, Other Yes 10
Neon Products 850265757 19900421 1409 2073 0929 Equipment, Other Yes 10
Neon Products 850265766 19990421 1409 2073 0930 Equipment, Other Yes 10
Neon Products 848602755 19990222 1046 2073 0863 Equipment, Other Yes 10
Neon Products 848602764 19990222 1046 2073 0864 Equipment, Other Yes 10
Neon Products 844634106 19980923 1016 2073 0788 Equipment, Other Yes 10
39
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- ------------------
Neon Products 844634115 19980923 1016 2073 0789 Equipment, Other Yes 10
Neon Products 844634124 19980923 1016 2073 0790 Equipment, Other Yes 10
Neon Products Ltd. 841887693 1998061811182073 0736 Equipment, Other Yes 10
Neon Products Ltd. 841887738 1998061811182073 0740 Equipment, Other Yes 10
Neon Products Ltd. 838850202 19980310 1433 2073 0691 Equipment, Other Yes 10
Neon Products Ltd. 838850211 19980310 1433 2073 0692 Equipment, Other Yes 10
Neon Products Ltd. 834583734 1997092311322073 0615 Equipment, Other Yes 10
Neon Products Ltd. 834583743 1997092311322073 0616 Equipment, Other Yes 10
Neon Products Ltd. 831509127 19970606 0913 2073 0546 Equipment, Other Yes 10
PHH Vehicle 802487079 19921001 2147 1513 2926 Equipment, Other, Yes 4
Management Services 19960905 1855 1529 9938 Motor Vehicle
Inc. 19990910 1043 1529 1546 included 3-year renewal was Expiry: October
19990910 1043 1529 1547 registered September 5, 1, 2009
20030210 1830 1531 5482 1996.
20030721 1055 1529 5431
20040805 1947 1531 3275 5-year renewal was
20040902 1952 1531 1770 registered September
20040920 1947 1531 2518 10, 1999.
20050218 1940 1531 9469
20050311 1945 1531 7428 An amendment was
20050719 1458 1530 1142 registered September
20050831 1953 1531 0751 10, 1999 to add a
20060616 1455 1530 8587 general collateral
20070124 1940 1531 7353 description:
All present and future motor
vehicles (including, without
limitation, passenger
automobiles, trucks, truck
tractors, truck trailers,
truck chassis, or truck
bodies),
40
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- ------------------
automotive equipment
(including, without
limitation, trailers, boxes,
and refrigeration units),
and materials-handling
equipment leased from time
to time by the secured party
to the debtor, together with
all present and future
attachments, accessions,
appurtenances, accessories
and replacement parts, and
all proceeds of or relating
to any of the foregoing.
An amendment was registered
February 10, 2003 to add
motor vehicle description.
Refer to search.
An amendment was registered
to amend the secured party
name.
A partial discharge was
registered August 5, 2004.
5-year renewal was registered
September 2, 2004.
41
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- ------------------
A partial discharge was
registered September 20,
2004.
A partial discharge was
registered February 18, 2005.
A partial discharge was
registered March 11, 2005.
A partial discharge was
registered July 19, 2005.
A partial discharge was
registered August 31, 2005.
An amendment was registered
June 16, 2006 to add motor
vehicles. Refer to search.
A partial discharge was
registered January 24, 2007.
Triathlon Leasing 428212368 19920910 0833 0043 6594 Equipment, Other, No 3
Inc. 19941026 2142 1254 1577 Motor Vehicle
42
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- -------------- ------------------------ ------------------ ----------------------------- ------------------
General Electric 20020603 1547 1254 9047 An amendment was registered Expiry: September
Capital Canada 20020903 1053 12549177 October 26, 1994 to add a 10, 2011
Leasing Inc. 20020903 1559 1254 9190 secured party.
6-year renewal was registered
June 3, 2002.
3-year renewal was registered
September 3, 2002.
AN AMENDMENT WAS REGISTERED
SEPTEMBER 3, 2002 TO CHANGE
THE DEBTOR NAME TO FOUNTAIN
TIRE CORPORATION.
PHH Vehicle 802346094 19920824 2159 1513 1626 Equipment, Other, Yes 5
Management Services 19921202 2154 1513 6022 Motor Vehicle
Inc. 19970820 1439 1530 4684 included A PARTIAL TRANSFER WAS Expiry: August
19990910 1043 1529 1550 REGISTERED DECEMBER 2, 1992 24, 2007
20020709 1448 1530 4418 TO TRANSFER COLLATERAL TO
20030721 1055 1529 5175 HUNTSMAN FILM PRODUCTS OF
CANADA LTD.
5-year renewal was registered
August 20, 1997.
43
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILEN UMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- ------------------
An amendment was registered
September 10, 1999 to add
a general collateral
description:
All present and future motor
vehicles (including, without
limitation, passenger
automobiles, trucks, truck
tractors, truck trailers,
truck chassis, or truck
bodies), automotive equipment
(including, without
limitation, trailers, boxes,
and refrigeration units),
and materials-handling
equipment leased from time
to time by the secured party
to the debtor, together with
all present and future
attachments, accessions,
appurtenances, accessories
and replacement parts, and
all proceeds of or relating
to any of the foregoing.
5-year renewal was registered
July 9, 2002.
44
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- -------------------- ------------- ------------------------ ------------------ ----------------------------- ------------------
An amendment was registered
July 21, 2003 to amend the
secured party name and
address.
Manufacturier 015569082 19900328 1459 0043 7975 Equipment, Other Yes 25
Finance Programs 19920813 1403 0043 5521
Ltd.
Equipment as described in
master equipment lease no.
G2250 dated December 18, 1985
and schedules referenced
thereto.
An assignment was registered
August 13, 1992 to assign the
secured party from Triathlon
Computer Leasing Inc. to
Manufacturier Finance
Programs Ltd.
45
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
- LIST OF PPSA (ONTARIO) REGISTRATIONS
FILE CURRENCY DATE: APRIL 16, 2007
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ---------------------- ------------- --------------------- ------------------------ --------------------------------- --------------
Goodyear Canada Inc. 631622754 20061221 1238 Inventory, Equipment, No 1 year
1590 7531 Accounts, Other, Motor
Vehicle Included Expiry:
December
21, 2007
PHH Vehicle Management 630611118 20061115 1440 1530 Equipment, Other, Motor All present and future motor 5 years
Services Inc. 0963 Vehicle Included vehicles (including, without
limitation, passenger Expiry:
20070416 1048 1529 automobiles, vans, trucks, November
2954 (amendment) truck-tractors, truck-trailers, 15, 2011
truck-chassis, and truck bodies),
automotive equipment (including,
without limitation, trailers,
boxes and refrigeration units),
materials-handling equipment
and other goods (whether
similar or dissimilar to
the foregoing) leased from time
to time by the secured party
to the debtor, together with,
in each case, all present
46
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ---------------------- ------------- --------------------- ------------------------ --------------------------------- --------------
and future parts, attachments,
accessories and accessions
attached thereto or installed
therein, and all proceeds of or
relating to any of the foregoing.
An amendment was registered on
April 16, 2007 to add the
following motor vehicle
descriptions:
2007 Ford Explorer VIN:
1FMEU73E87UA60665
2007 Ford Escape VIN:
1FMYU93177KA58004
2001 Ford Taurus VIN:
1FAFP53U21G159974
2004 Ford Taurus VIN:
1FAFP53U44G153498
2004 Ford Taurus VIN:
47
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ---------------------- ------------- --------------------- ------------------------ --------------------------------- --------------
1FAFP53U24G156691
2004 Ford Freestar VIN:
2FMZA55284BA70776
2004 Ford Explorer VIN:
1FMZU72K74ZA79778
2005 Ford Escape VIN:
1FMYU93165KD37618
2005 Ford Taurus VIN:
1FAFP56U95A180051
2005 Ford Taurus VIN:
1FAFP56U55A115679
2005 Ford Explorer VIN:
1FMZU72K45UB41040
2006 Ford Escape VIN:
1FMYU93196KA26315
48
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ---------------------- ------------- --------------------- ------------------------ --------------------------------- --------------
2006 Ford Escape VIN:
1FMYU93146KB05875
2006 Ford Escape VIN:
1FMEU73E06UA18652
2006 Ford Taurus VIN:
1FAFP56U16A185049
2006 Ford Escape VIN:
1FMYU93116KC96672
1998 Ford Windstar VIN:
2FMZA51U4WBD42671
JPMorgan Chase Bank, 630497736 20061109 1716 1590 Inventory, Accounts, No 5 years
N.A. 5054 Other
Expiry:
November 9,
2011
Deutsche Bank Trust 630497754 20061109 1718 1590 Inventory, Accounts, No 5 years
Company Americas 5055 Other
Expiry:
November 9,
2011
Wilmington Trust 630497772 20061109 1720 1590 Inventory, Accounts, No 5 years
Company 5056
49
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ---------------------- ------------- --------------------- ------------------------ --------------------------------- --------------
Other Expiry:
November 9,
2011
National Leasing 628516053 20060831 1619 6005 Equipment All floor sweeper of every 4 years
Group Inc. L#2342720 0050 nature or kind described in
lease number 2342720 between the Expiry:
20070215 1414 6005 secured party, as lessor and the August 31,
2110 (transfer) debtor as lessee, as amended 2010
from time to time, together with
all attachments, accessories and
substitutions.
A transfer from Goodyear Canada
Ltd. to Goodyear Engineered
Products Canada Inc. was
registered on February 15, 2007.
Deutsche Bank Trust 613947726 20050406 0953 1590 Inventory, Accounts, An amendment was registered on 5 years
Company Americas 6619 Other April 7, 2005 to amend the
secured party's address. Expiry:
20050407 1041 1590 April 6, 2010
6690 (amendment)
20061211 0851 1590 A partial transfer to Goodyear
6756 (partial Engineered Products Canada Inc.
transfer) was registered on
50
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ---------------------- ------------- --------------------- ------------------------ --------------------------------- --------------
Wilmington Trust 613947906 20050406 1012 1590 Inventory, Accounts, A partial transfer to Goodyear 5 years
Company 6620 Other Engineered Products Canada Inc.
was registered on December 11, Expiry:
20061211 0852 1590 2006. April 6, 2010
6757
(partial transfer)
JPMorgan Chase Bank, 613760868 20050331 0922 1590 Inventory, Accounts, A partial transfer to Goodyear 5 years
N.A. 6330 Other Engineered Products Canada Inc.
was registered on December 11, Expiry:
20061211 0850 1590 2006. March 31, 2010
6755
(partial transfer)
JPMorgan Chase Bank, 608054499 20040811 1043 1590 Inventory, Accounts, An amendment was registered on 5 years
N.A. 5932 Other March 31, 2005 to amend the
secured party's name and address. Expiry:
20050331 0923 1590 August 11,
6332 (amendment) A partial transfer to Goodyear 2009
Engineered Products Canada Inc.
20061211 0849 1590 was registered on December 11,
6754 2006.
(partial transfer)
Wilmington Trust 603645984 20040309 1610 1590 Inventory, Accounts, A partial transfer to Goodyear 10 years
Company 9235 Other Engineered Products Canada Inc.
was registered on December 11, Expiry:
20061211 0848 1590 2006. March 9, 2014
6753
(partial transfer)
JPMorgan Chase Bank, 892612728 20030320 1222 1590 Inventory, Accounts, An amendment was registered on 5 years
N.A. 3509 Other April 2, 2003 to amend the
collateral classification. Expiry:
20030402 1428 1590 March 20, 2008
4137 (amendment)
An amendment was registered on
20050331 0922 1590 March
6331 (amendment)
51
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ---------------------- ------------- --------------------- ------------------------ --------------------------------- --------------
20061211 0847 1590
6752 31, 2005 to amend the secured
(partial transfer) party's name and address.
A partial transfer to Goodyear
Engineered Products Canada Inc.
was registered on December 11,
2006.
Dell Financial 853437726 19990727 1434 1530 Equipment, Accounts, A four-year renewal was 5 years plus
Services Canada 1387 Other registered on July 23, 2003. 4 year renewal
Limited
20030723 1443 8077 An amendment was registered on Expiry:
6760 (renewal) February 6, 2007 to add Goodyear July 27, 2008
Engineered Products Canada Inc.
20070206 1044 8077 as a debtor.
8022 (amendment)
52
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
- LIST OF PPSA (ONTARIO) REGISTRATIONS
FILE CURRENCY DATE: APRIL 16, 2007
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ---------------------- ------------- --------------------- ------------------------ --------------------------------- --------------
Goodyear Canada Inc. 631622754 20061221 1238 1590 Inventory, Equipment, No 1 year
7531 Accounts, Other, Motor
Vehicle Included Expiry:
December 21,
2007
PHH Vehicle Management 630611118 20061115 1440 1530 Equipment, Other, Motor All present and future motor 5 years
Services Inc. 0963 Vehicle Included vehicles (including, without
limitation, passenger Expiry:
20070416 1048 1529 automobiles, vans, trucks, November 15,
2954 (amendment) truck-tractors, truck-trailers, 2011
truck-chassis, and truck bodies),
automotive equipment (including,
without limitation, trailers,
boxes and refrigeration units),
materials-handling equipment
and other goods (whether similar
or dissimilar to the foregoing)
leased from time to time by the
secured party to the debtor,
together with, in each case, all
present
53
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ---------------------- ------------- --------------------- ------------------------ --------------------------------- --------------
and future parts, attachments,
accessories and accessions
attached thereto or installed
therein, and all proceeds of or
relating to any of the foregoing.
An amendment was registered on
April 16, 2007 to add the
following motor vehicle
descriptions:
2007 Ford Explorer VIN:
1FMEU73E87UA60665
2007 Ford Escape VIN:
1FMYU93177KA58004
2001 Ford Taurus VIN:
1FAFP53U21G159974
2004 Ford Taurus VIN:
1FAFP53U44G153498
2004 Ford Taurus VIN:
54
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ---------------------- ------------- --------------------- ------------------------ --------------------------------- --------------
1FAFP53U24G156691
2004 Ford Freestar VIN:
2FMZA55284BA70776
2004 Ford Explorer VIN:
1FMZU72K74ZA79778
2005 Ford Escape VIN:
1FMYU93165KD37618
2005 Ford Taurus VIN:
1FAFP56U95A180051
2005 Ford Taurus VIN:
1FAFP56U55A115679
2005 Ford Explorer VIN:
1FMZU72K45UB41040
2006 Ford Escape VIN:
1FMYU93196KA26315
55
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ---------------------- ------------- --------------------- ------------------------ --------------------------- ----------------
2006 Ford Escape VIN:
1FMYU93146KB05875
2006 Ford Escape VIN:
1FMEU73E06UA18652
2006 Ford Taurus VIN:
1FAFP56U16A185049
2006 Ford Escape VIN:
1FMYU93116KC96672
1998 Ford Windstar VIN:
2FMZA51U4WBD42671
JPMorgan Chase Bank, 630497736 20061109 1716 1590 Inventory, Accounts, No 5 years
N.A. 5054 Other
Expiry:
November 9, 2011
Deutsche Bank Trust 630497754 20061109 1718 1590 Inventory, Accounts, No 5 years
Company Americas 5055 Other
Expiry:
November 9, 2011
56
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ---------------------- ------------- --------------------- ---------------------- --------------------------------- --------------
Wilmington Trust 630497772 20061109 1720 1590 Inventory, Accounts, No 5 years
Company 5056 Other
Expiry:
November 9, 2011
Deutsche Bank Trust 613947726 20050406 0953 1590 Inventory, Accounts, An amendment was registered on 5 years
Company Americas 6619 Other April 7, 2005 to amend the
secured party's address. Expiry:
20050407 1041 1590 April 6, 2010
6690 (amendment) A partial transfer to Goodyear
Engineered Products Canada Inc.
20061211 0851 1590 was registered on December 11,
6756 2006.
(partial transfer)
Wilmington Trust 613947906 20050406 1012 1590 Inventory, Accounts, A partial transfer to Goodyear 5 years
Company 6620 Other Engineered Products Canada Inc.
was registered on December 11, Expiry:
20061211 0852 1590 2006. April 6, 2010
6757
(partial transfer)
JPMorgan Chase Bank, 613760868 20050331 0922 1590 Inventory, Accounts, A partial transfer to Goodyear 5 years
N.A. 6330 Other Engineered Products Canada Inc.
was registered on December 11, Expiry:
20061211 0850 1590 2006. March 31, 2010
6755
(partial transfer)
JPMorgan Chase Bank, 608054499 20040811 1043 1590 Inventory, Accounts, An amendment was registered on 5 years
N.A. 5932 Other March 31, 2005 to amend the
secured party's name and address. Expiry:
20050331 0923 1590 August 11,
6332 (amendment) A partial transfer to Goodyear 2009
Engineered
20061211 0849 1590
6754
(partial transfer)
57
COLLATERAL
CLASSIFICATION/ REGISTRATION
FINANCING CHANGE GENERAL COLLATERAL PERIOD
SECURED PARTY FILE NUMBER REGISTRATION NUMBER STATEMENT DESCRIPTION (YEARS)
- ---------------------- ------------- --------------------- ------------------------ --------------------------------- --------------
Products Canada Inc. was
registered on December 11, 2006.
Wilmington Trust 603645984 20040309 1610 1590 Inventory, Accounts, A partial transfer to Goodyear 10 years
Company 9235 Other Engineered Products Canada Inc.
was registered on December 11, Expiry:
20061211 0848 1590 2006. March 9, 2014
6753
(partial transfer)
JPMorgan Chase Bank, 892612728 20030320 1222 1590 Inventory, Accounts, An amendment was registered on 5 years
N.A. 3509 Other April 2, 2003 to amend the
collateral classification. Expiry:
20030402 1428 1590 March 20, 2008
4137 (amendment) An amendment was registered on
March 31, 2005 to amend the
20050331 0922 1590 secured party's name and address.
6331 (amendment)
20061211 0847 1590 A partial transfer to Goodyear
6752 Engineered Products Canada Inc.
(partial transfer) was registered on December 11,
2006.
Dell Financial 853437726 19990727 1434 1530 Equipment, Accounts, A four-year renewal was 5 years plus
Services Canada 1387 Other registered on July 23, 2003. 4 year renewal
Limited
20030723 1443 8077 An amendment was registered on Expiry:
6760 (renewal) February 6, 2007 to add Goodyear July 27, 2008
Engineered Products Canada Inc.
20070206 1044 8077 as a debtor.
8022 (amendment)
58
GOODYEAR CANADA INC. - LIST OF PPSA (PRINCE EDWARD ISLAND) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- --------------------- ---------------------- --------------------- -------------------------------------------------- ----------
Goodyear Canada Inc. PHH Vehicle Management 3301 901389 (renewal) All present and future motor vehicles (including, April 27,
Services Inc. 1118445 (amendment) without limitation, passenger automobiles, trucks, 2008
truck tractors, truck trailers, truck chassis
or truck bodies), automotive equipment (including,
without limitation, trailers, boxes and
refrigeration units) and materials-handling
equipment leased from time to time by the secured
party to the debtor, together with all present and
future attachments, accessions, appurtenances,
accessories and replacement parts, and all
proceeds of or relating to any of the foregoing.
59
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
- LIST OF PPSA (PRINCE EDWARD ISLAND) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- --------------------- ---------------------- --------------------- -------------------------------------------------- ----------
Goodyear Engineered PHH Vehicle 1707157 All present and future motor vehicles (including, November
Products Canada Inc. Management Services without limitation, passenger automobiles, vans, 15, 2011
Inc. trucks, truck-tractors, truck-trailers, truck-
Produits D'Ingenierie chassis and truck bodies), automotive equipment
Goodyear Canada Inc. (including, without limitation, trailers, boxes
and refrigeration units), materials-handling
Goodyear Engineered equipment and other goods (whether similar or
Products Canada Inc./ dissimilar to the foregoing) leased from time to
time by the Secured Party to the Debtor, together
Produits D'Ingenierie with in each case, all present and future parts,
Goodyear Canada Inc. attachments, accessories and accessions attached
thereto or installed therein, all proceeds (as
Produits D'Ingenierie defined below) of or relating to any of the
Goodyear Canada Inc./ foregoing. Proceeds: All proceeds of any of the
Goodyear Engineered above collateral in any form (including, without
Products Canada Inc. limitation, goods, documents of title, chattel
paper, securities, instruments, money and
intangibles (as each such term is defined in the
Personal Property Security Act)) derived directly
of indirectly from any dealing with any of the
above collateral or any proceeds therof.
60
GOODYEAR CANADA INC. - LIST OF PPSA (SASKATCHEWAN) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- --------------------- ---------------------- ------------ -------------------------------------------------- -----------------
Goodyear Canada Inc. Dell Financial 113939502 See search for description. July 27, 2008
Services Canada
Limited
Goodyear Canada Inc. Neon Products 117366646 One (1) 25'x5' double face display, and one (1) May 19, 2013
12'x3' double face display.
Goodyear Canada Inc. Neon Products 117367189 One (1) 18'x5' double face display June 18, 2013
Goodyear Canada Inc. Neon Products 117367448 One (1) 25'x5' double face display, and one (1) June 18, 2013
12'x3' face display.
Goodyear Canada Inc. Pattison Sign Group 118557868 One (1) 24'x4" single face display. June 30, 2012
Goodyear Canada Inc. Pattison Sign Group 119034588 Signage as per contract LGY 101810 located at January 29, 2013
11101 - 110(th) Street, North Battleford, SK S9A
3S8
Goodyear Canada Inc. Pattison Sign Group, A 119614388 Signage as per contract LGY 101850 located at June 16, 2013
Division of Jim Shaunavon Tire and Alignment, 486 Third Avenue
Pattison Industries W. Shaunavon, SK
Ltd.
Goodyear Canada Inc. PHH Vehicle Management 112273416 Motor vehicles (including, without limitation, June 1, 2008
Services Inc. trucktractors, truck trailers, truck chassis or
truck bodies), automotive equipment (including,
without limitation, trailers, boxes and
refridgeration units) and materials handling
equipment leased by the Debtor from the Secured
Party together with all attachments appurtenances,
accessories or replacement parts. Proceeds "all
of the debtors present and after acquired personal
property including without limitation, goods,
securities, instruments, documents of title,
chattel paper, intangibles and money."
Goodyear Canada Inc. Pattison Sign Group 117786838 One (1) 12'x3' single faced pylon display. December 31, 2010
61
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
PRODUITS D'INGENIERIE GOODYEAR CANADA INC.
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
- LIST OF PPSA (SASKATCHEWAN) REGISTRATIONS
DATE SEARCHED: APRIL 18, 2007
REGISTRATION
DEBTOR SECURED PARTY NUMBER COLLATERAL DESCRIPTION EXPIRY
- --------------------- ---------------------- --------------------- -------------------------------------------------- ----------
Goodyear Engineered PHH Vehicle 300104354 All present and future motor vehicles (including, November
Products Canada Inc. Management without limitation, passenger automobiles, vans, 15, 2011
Services Inc. trucks, truck-tractors, truck-trailers,
Produits D'Ingenierie truck-chassis and truck bodies), automotive
Goodyear Canada Inc. equipment (including, without limitation,
trailers, boxes and refrigeration units),
Goodyear Engineered materials-handling equipment and other goods
Products Canada Inc. / (whether similar or dissimilar to the foregoing)
Produits D'Ingenierie leased from time to time by the Secured Party to
Goodyear Canada Inc. the Debtor, together with in each case, all
present and future parts, attachments, accessories
Produits D'Ingenierie and accessions attached thereto or installed
Goodyear Canada Inc. / therein, all proceeds (as defined below) of or
Goodyear Engineered relating to any of the foregoing. Proceeds: All
Products Canada Inc. proceeds of anyof the above collateral in any form
(including, without limitation, goods,documents of
title, chattel paper, securities, instruments,
money and intangibles (as each such term is
defined in the Personal Property Security
Act)) derived directly of indirectly from any
dealing with any of the above collateral or any
proceeds thereof.
62
QUEBEC SECURITY
PART 1 - LIST OF MOVABLE HYPOTHECS & ASSIGNMENT OF CLAIMS
LEGEND:
NATURE OF SECURITY CHARGED ASSETS
MH = Movable Hypothec without delivery G = General Movable Property Al, A2 - Assignment
MHwt = Movable Hypothec with delivery AR = Accounts Receivable AS 1.AS2 - Assumption of Hypothec
FH = Floating Hypothec I = Inventory Cl, C2 - Cession of rank
LHL = Legal Hypothec of Landlord E = Equipment ChNl,ChN2 - Change of name
(renewal of Landlord Privilege)
LHJ = Legal Hypothec resulting from a Judgment IP = Intellectual Property Ml, M2 - Modification of a published right
LHS = Legal Hypothec of State or of a legal S = Securities PI, P2 - Prior Notice of Intention
person established in the public interest to exercise a Right
THE "REF. NO. " BELOW ARE FOR REFERENCE PURPOSES ONLY AND ARE NOT INTENDED TO
INDICATE RANTING OF THE SECURITY.
DATE OF EXPIRY DATE OF
REF. REGISTRATION REGISTRATION NATURE OF AMOUNT REGISTRATION
NO. SECURED CREDITOR (Y-M-D) (Y-M-D) SECURITY CHARGED ASSETS & COMMENTS (CDN.$) NUMBER
- ------ ---------------- ------------ -------------- --------- -------------------------------- ------------- ----------------
1. JPMorgan Chase 2004-08-27 2014-08-27 MH All intellectual and similar 1,200,000,000 04-0503625-0002
Bank property of every kind and
nature now owned or hereafter
acquired by the Grantor,
including inventions, industrial
designs, patents, copyrights,
licenses, "Trademarks" (as
defined in the registration)
along with all additions,
improvements and accessions
related thereto, books and
records related therewith and
all proceeds related there from
The hypothec is granted to
secure payment of bonds or
other titles of indebtedness
(C.c.Q. art. 2692)
2. JPMorgan Chase 2004-08-17 2014-08-17 MH The 25% collateral bond bearing 1,200,000,000 04-0482390-0003
Bank certificate number 1, dated
August 17, 2004 in the principal
amount of $1,000,000,000.00
registered in the name of
JPMorgan Chase Bank in its
capacity as custodian and
agent, together
- 63 -
DATE OF EXPIRY DATE OF
REF. REGISTRATION REGISTRATION NATURE OF AMOUNT REGISTRATION
NO. SECURED CREDITOR (Y-M-D) (Y-M-D) SECURITY CHARGED ASSETS & COMMENTS (CDN.$) NUMBER
- ------ ---------------- ------------ -------------- --------- -------------------------------- ------------- ----------------
with all renewals thereof,
substitutions therefor,
accretions thereto and all
income and fruits therefrom.
3. JPMorgan Chase 2004-08-17 2014-08-17 MHwt The 25% collateral bond bearing 1,200,000,000 04-0482390-0002
Bank certificate number 1, dated
August 17, 2004 in the principal
amount of $1,000,000,000.00
registered in the name of
JPMorgan Chase Bank in its
capacity as custodian and agent,
together with all renewals
thereof; substitutions therefor,
accretions thereto and all
income and fruits therefrom.
4. JPMorgan Chase 2004-08-17 2014-08-17 MH Claims, deposit accounts, 1,200,000,000 04-0482390-0001
Bank inventory, records, proceeds,
insurance and all Canadian
Intellectual Property Collateral
consisting of Trademarks (as
such capitalized terms are
defined in the registration)
Modification of a published
right registered on 2004-08-27
under #04-0503625-0001 to add
the "Canadian Intellectual
Property Collateral" The
hypothec is granted to secure
payment bonds or other titles of
indebtedness (C.c.Q. art. 2692)
5. Wilmington 2004-03-12 2014-03-12 MHwt The 25% collateral bond bearing 2,400,000,000 04-0136239-0004
Trust Company certificate number 1, dated
March 12, 2004 in the principal
amount of $2,000,000,000
registeredin the name of
Wilmington Trust Company in its
capacity as custodian and agent,
together with all renewals
therefor, accretions thereto and
all income and thereof,
substitutions fruits therefrom
6. Wilmington 2004-03-12 2004-03-12 MH Claims, deposits accounts, 2,400,000,000 04-0136239-0003
Trust Company inventory, records, proceeds,
insurance and intellectual
property, wherever situate, and
all renewals, accretions,
substitutions and accession. The
hypothec is granted to secure
payment bonds or other titles of
- 64 -
DATE OF EXPIRY DATE OF
REF. REGISTRATION REGISTRATION NATURE OF AMOUNT REGISTRATION
NO. SECURED CREDITOR (Y-M-D) (Y-M-D) SECURITY CHARGED ASSETS & COMMENTS (CDN.$) NUMBER
- ------ ---------------- ------------ -------------- --------- -------------------------------- ------------- ----------------
indebtedness (C.c.Q. art. 2692)
7. Wilmington Trust 2004-03-12 2014-03-12 MH The 25% collateral bond bearing 2,400,000,000 04-0136239-002
Company certificate number 1, dated
March 12, 2004 in the principal
amount of $2,000,000,000
registered in the name of
Wilmington Trust Company in its
capacity as custodian and agent,
together with all renewals
thereof, substitutions therefor,
accretions thereto and all
income and fruits therefrom.
8. JPMorgan Chase 2003-04-01 2013-04-01 MH Claims, deposit accounts, 3,000,000,000 03-0146791-0003
Bank inventory, records, proceeds,
insurance and intellectual
propertywherever situate , and
all renewals, accretions,
substitutions and accession.
The hypothec Is granted to
secure payment of bonds or other
titles of indebtedness (C.c.Q.)
art. 2692)
9. JPMorgan Chase 2003-04-01 2013-04-01 MH The 25% collateral bond bearing 2,500,000,000 03-0146791-0002
Bank certificate number 1, dated
March 31, 2003 in the principal
amount of $2,500,000,000
registered in the name of
JPMorgan Chase Bank in its
capacity as custodian and agent,
together with all renewals
thereof, substitutions therefor,
accretions thereto and all
income and fruits therefrom.
10. JPMorgan Chase 2003-04-01 2013-04-01 MHwt The 25% collateral bond bearing 2,500,000,000 03-0146791-0001
Bank certificate number 1, dated
March 31 , 2003 in me principal
amount of $2,500,000,000
registered in the name of
JPMorgan Chase Bank in its
capacity as custodian and agent,
together withall renewals
thereof, substitutions therefor,
accretions thereto and all
income and fruits therefrom.
11. Assignee: Bay 2001-08-16 Assignment The universality of all right, 01-0295871-0001
Street Funding of a title and interest in, to and
Trust Trustee: universa- under (i) all Eligible
Montreal Trust lity of Receivables now existing and all
Company of claims Eligible Receivables created
Canada 9see 2 hereafter (collectively, the
Re- "Purchased
Assignme-
nts in
comments)
- 65 -
DATE OF EXPIRY DATE OF
REF. REGISTRATION REGISTRATION NATURE OF AMOUNT REGISTRATION
NO. SECURED CREDITOR (Y-M-D) (Y-M-D) SECURITY CHARGED ASSETS & COMMENTS (CDN.$) NUMBER
- ------ ---------------- ------------ -------------- --------- -------------------------------- ------------- ----------------
Receivables"), (ii) all Related
Security with respect to such
Purchased Receivables, and (iii)
all Collections with respect to,
and other proceeds of, such
Purchased Receivables and
Related Security.
Rectification registered on
2002-08-19 under #02-0363908-002
changing the name of the
Assignee from Montreal Trust
Company to Bay Street Funding
Trust represented by Montreal
Trust Company as Trustee.
Modification of a published
right registered on 2002-08-21
under #02-036908 1-0004 changing
the Trustee from Montreal Trust
Company to Montreal Trust
Company of Canada. Re-Assignment
of claims registered on
2003-03-31 under
#03-0143807-0001-Assignor: Bay
Street Funding Trust, Assignee:
Goodyear Canada Inc. (see
following Re- Assignment).
Re-Assignment of claims
registered on 2003-03-31 under
#03-0144491-0001 -Assignor.
Bay Street Funding Trust,
Assignee: Goodyear Canada Inc. -
This registration is intended
to replace registration
#03-0143807-0001 which had an
erroneous description of the
property.
12. Assignor: 1994-06-29 Re-assign All of the right, title and 94-0073963-0001
Canadian ment of a interest which the Re-Assignor
Imperial Bank of universa- has or may have as and from
Commerce lity of June 14, 1994 in, to and under a
claims General Assignment of Book Debts
made by the Re-Assignee on March
6, 1986 and registered at the
Registry Office for the
registration division of Quebec
on March 10, 1986 under
#1177852. This registration is
made under Dunlop Tires (Canada)
Ltd.
66
QUEBEC SECURITY
PART II- LIST OF OTHER RIGHTS
LEGEND:
InstSale = Reservation of ownership (Instalment Sale)
RL = Rights under a Lease
RD = Rights of redemption
RO = Rights of ownership of the Lessor in a Leasing Contract
THE "REF. NO. " BELOW ARE FOR REFERENCE PURPOSES ONLY AND ARE NOT INTENDED TO
INDICATE RANKING OF THE SECURITY.
DATE OF EXPIRY DATE OF NATURE OF
SECURITY REGISTRATION REGISTRATION RIGHT & DATE AMOUNT REGISTRATION
REF. HOLDER (Y-M-D) (Y-M-D) OF DEED PROPERTY & COMMENTS (CDN.$) NUMBER
- ---- --------------- ------------ -------------- ------------ ------------------------- -------------- ---------------
A. Lessor (Cridit- 2004-12-21 2008-12-20 RO Specific equipment with 36 payments of 04-0729644-0002
bailleur): De (2004-12-20) all attachments, $674.22/36mths
Lage Laden accessories and proceeds term
Financial thereof including
Services Canada insurance proceeds and
Inc. indemnities
B. Lessor: CSI 2004-12-20 2009-12-31 RL Various computer N/A 04-0726060-0001
Leasing Canada (2004-12-16) equipment and
Ltd. peripherals, which
includes but is not
limited to hardware and
software, together with
all attachments,
accessories, accessions,
repairs, replacements,
substitutions, additions
and improvements thereto
leased to lessee pursuant
to Equipment Schedule Six
to Master Lease no.
190760, and all proceeds
thereof and rights of
insurance payments
related thereto
- 67 -
DATE OF EXPIRY DATE OF NATURE OF
SECURITY REGISTRATION REGISTRATION RIGHT & DATE AMOUNT REGISTRATION
REF. HOLDER (Y-M-D) (Y-M-D) OF DEED PROPERTY & COMMENTS (CDN.$) NUMBER
- ---- ------------------ ------------ -------------- --------------- ---------------------------- ----------- ---------------
C. Lesson CSI 2004-12-06 2010-11-30 RL (2004-12-03) Various computer equipment N/A 04-0701263-0003
Leasing Canada and peripherals, which
Ltd. includes but is not limited
to hardware and software,
together with all
attachments, accessories,
accessions, repairs,
replacements, substitutions,
additions and improvements
thereto leased to lessee
pursuant to Equipment
Schedule Five to Master
Lease no. 190760, and all
proceeds thereof and rights
of insurance payments
related thereto
D. Lessor: CSI 2004-11-15 2009-10-31 RL (2004-11-10) Various computer equipment N/A 04-0659568-0001
Leasing Canada and peripherals, which
Ltd, includes but is not limited
to hardware and software,
together with all
attachments, accessories,
accessions, repairs,
replacements, substitutions,
additions and improvements
thereto leased to lessee
pursuant to Equipment
Schedule Four to Master
Lease no. 190760, and all
proceeds thereof and rights
of insurance payments
related thereto
E. Lessor. Danka 2004-10-05 2007-10-05 RL (2004-10-05) Specific equipment with all 12 payments 04-0580525-0006
Financial Services attachments, accessories and of $1230/36
Inc. proceeds thereof including mthsterm
insurance proceeds and
indemnities
F. Lessor 2004-09-28 2009-09-28 RO (no date) Specific vehicle including N/A 04-0564879-0002
(Cridit-baiOeur): all attachments,
GE Vehicle and accessories, additions,
Equipment alterations and replacement
Leasing parts together with all cash
and non-cash proceeds
G. Lessor 2004-08-30 2009-08-30 RO (no date) Specific vehicle including N/A 04-0506226-0002
(Credit-bailleur): all attachments,
GE Vehicle and accessories, additions,
Equipment alterations and replacement
Leasing parts together with all cash
and non-cash proceeds
- 68 -
DATE OF EXPIRY DATE OF NATURE OF
SECURITY REGISTRATION REGISTRATION RIGHT & DATE AMOUNT REGISTRATION
REF. HOLDER (Y-M-D) (Y-M-D) OF DEED PROPERTY & COMMENTS (CDN.$) NUMBER
- ---- ------------------ ------------ -------------- --------------- ---------------------------- ----------- ---------------
H. Lessor: CSI 2004-08-23 2009-05-31 RL (2004-06-24) Specific equipment N/A 04-0492645-0001
Leasing Canada (including all repairs,
Ltd. accessories and
replacements) at the
following respective
locations: 9091 Hemi
Bourassa Boulevard
Quest, St Laurent,
Quebec H4S 1H9 (sic) and
2600 Boul Monseigneur
Langlois, Valleyfield,
PQ J6S 506
I. Lessor: Les 2004-07-21 2006-04-01 RL (2003-04-01) Specific equipment N/A 04-0429945-0005
Chariots
Elevateurs du
Quebec Inc.
J. Lesson Les 2004-07-21 2006-10-01 RL (2003-10-01) Specific equipment N/A 04-0429945-0002
Chariots
Elevateurs du
Quebec Inc.
K. Lessor 2004-04-21 2009-04-21 RO (no date) Specific vehicle and all N/A 04-0224191-0003
(Credit-bailleur): attachments,
GE Vehicle and accessories, additions,
Equipment alterations and
Leasing replacement parts
together with all cash
and non-cash proceeds of
the vehicle
L. Lessor: CSI 2004-03-17 2009-04-30 RL (2004-03-10) Various computer N/A 04-0142990-0001
Leasing Canada equipment and
Ltd. peripherals including
without limitation,
hardware and software
with all attachments,
accessories, accessions,
repairs, replacements,
substitutions, additions
and improvements thereto
pursuant to Master Lease
No. 190760 and all
proceeds, accounts
receivable, chattel
paper, intangibles,
documents of title,
securities, rights of
insurance payment
relating thereto or
resulting therefrom
M. Lessor 2003-11-25 2008-11-21 RO (1992-11-20) Specific vehicle and all N/A 03-0630394-0004
(Credit-bailleur): attachments,
GE Capital accessories, additions,
Vehicle and alterations and
Equipment replacement parts
Leasing Inc. together with all cash
and non-cash proceeds of
the vehicle pursuant to
the Lease Agreement
dated Nov. 20 1992
N. Lessor: Pitney 2003-10-01 2009-03-29 RL (2003-09-29) All items as defined and Leased 03-0522279-0001
Bowes Leasing listed under contract based on
#371677 25,589.70
O. Lesson Prodair 2003-08-22 2013-04-08 RL (2003-08-04) Specific equipment N/A 03-0441069-0001
Canada Ltce
- 69 -
DATE OF EXPIRY DATE OF NATURE OF
SECURITY REGISTRATION REGISTRATION RIGHT & DATE AMOUNT REGISTRATION
REF. HOLDER (Y-M-D) (Y-M-D) OF DEED PROPERTY & COMMENTS (CDN.$) NUMBER
- ---- ------------------ ------------ -------------- --------------- ---------------------------- ----------- ----------------
P. Lessor 2003-07-28 2008-07-28 RO (no date) Specific vehicle and N/A 03-0388939-0005
(Credit-bailleur): all attachments, (Rl)
GE Capital accessories, additions,
Vehicle and alterations and
Equipment replacement parts
Leasing Inc. together with all cash
and non-cash proceeds
of the vehicle
Q. Lessor 2003-07-21 2008-07-18 RO (no date) Specific vehicle and N/A 03-03721 86-0001
(Credit-bailleur): all attachments,
GE Capital accessories, additions,
Vehicle and alterations and
Equipment replacement parts
Leasing Inc. together with all cash
and non-cash proceeds
of the vehicle
R. Lessor 2008-06-03 Vehicle and RO (no date) Specific vehicle and N/A 03-0279478-0002
(Credit-bailleur): Equipment all attachments, (Rl)
GE Capital Leasing Inc. accessories, additions,
2003-06-03 alterations and
replacement parts
together with all cash
and non-cash proceeds
of the vehicle
S. Lessor: Xerox. 2003-05-27 2008-05-26 RL (no date) All present and future N/A 03-0263031-0002
Canada Limited (Global reg. office equipment leased
C.c.Q. art. on a conditional sale
2961.1) or similar basis, or
otherwise financed by
the secured party,
whether or not
manufactured by the
secured parry or any
affiliate thereof
T. Lessor 2003-05-14 2008-05-13 RO (no date) Specific vehicle and N/A 03-0238209-0005
(Credit-baUkur): all attachments, (Rl)
GE Capital accessories, additions,
Vehicle and alterations and
Equipment replacement parts
Leasing Inc. together with all cash
and non-cash proceeds
of the vehicle
U. Lessor 2003-05-06 2008-05-05 RO (no date) Specific vehicle and N/A 03-0216182-0005
(Crtdit-baUleur): all attachments, (Rl)
GE Capital accessories, additions,
Vehicle and alterations and
Equipment replacement parts
Leasing Inc. together with all cash
and non-cash proceeds
of the vehicle
V. Lessor: Les 2003-04-09 2005-11-25 RL (2002-11-25) Specific equipment N/A 03-0163266-0012
Chariots
EWvateurs du
Quebec Inc.
W. Lessor. Les 2003-0449 2006-04-01 RL (2003-04/\)1) Specific equipment N/A 03-0163266-0011
Chariots
E16valeurs du
Qutbec Inc.
X. Lessor 2003-03-27 2008-03-26 RO (1992-11-20) Specific vehicle with N/A 03-0137020-0005
(Crtdit-baitleur): all attachment, (Rl)
GE Capital accessories,
Vehicle and replacement parts and
Equipment proceeds
Leasing Inc.
- 70 -
DATE OF EXPIRY DATE OF NATURE OF
SECURITY REGISTRATION REGISTRATION RIGHT & DATE AMOUNT REGISTRATION
REF. HOLDER (Y-M-D) (Y-M-D) OF DEED PROPERTY & COMMENTS (CDN.$) NUMBER
- ---- ------------------ ------------ -------------- --------------- ---------------------------- ----------- ----------------
Y. Lessor 2003-03-12 2006-03-11 RO (no date Specific equipment The N/A 03-0108919-0001
(Credit-bailleur): indicated) registration is made
Maxium under "Granford
Financial Manufacturing"
Services Inc.
Z. Lessor 2003-01-13 2013-01-10 RO (2002-11-14) Specific equipment N/A 03-0011726-0005
(Credit-bailleur):
IBM Canada
Limitee
AA. Lessor 2002-11-22 2012-11-23 RO (2002-11-08) Specific equipment with N/A 02-0529320-0001
(Credit-bailleur): all renewals,
Hewlett-Packard additions, service and
(Canada) Cie accessories. Paragraph
stating that any
exchanged equipment
replaces the equipment
stated in the
description.
Modification of a
published right
registered on
2003-01-31
under#03-004558 1-0009
stating that the list
of equipment was
modified.
BB. Lessor 2002-10-11 2012-10-11 RO (2002-08-13) Specific equipment N/A 02-0457221-0002
(Credit-bailleur):
IBM Canada
Limitfe
CC. Lessor 2002-09-10 2006-08-26 RO (2002-08-26) Specific equipment N/A 02-0399598-0001
(Credit-bailleur):
Services
Financiers CU
Lt&
DD. Lessor 2002-08-13 2012-08-12 RO (2001-07-03) Specific equipment N/A 02-0355212-0009
(Cridit-bailleur):
IBM Canada
Limitee
EE. Lessor 2002-07-12 2007-07-11 RO (1992-11-20) Specific vehicle with N/A 02-0301 548-0002
(Credit-bailleur): all attachment, (Rl)
GE Capital accessories,
Vehicle and replacement parts and
Equipment proceeds
Leasing Inc.
FF. Lessor 2002-06-06 2007-06-06 RO (1992-11-20) Specific vehicle with N/A 02-0243150-0004
(Credit-bailleur): all attachment, (Rl)
GE Capital accessories,
Vehicle and replacement parts and
Equipment proceeds
Leasing Inc.
GG. Lessor 2002-05-29 2007-05-29 RO (1992-11-20) Specific vehicle with N/A 02-0227742-0001
(Credit-bailleur): all attachment, (Rl)
GE Capital accessories,
Vehicle and replacement parts and
Equipment proceeds
Leasing Inc.
- 71 -
DATE OF EXPIRY DATE OF NATURE OF
SECURITY REGISTRATION REGISTRATION RIGHT & DATE AMOUNT REGISTRATION
REF. HOLDER (Y-M-D) (Y-M-D) OF DEED PROPERTY & COMMENTS (CDN.$) NUMBER
- ---- ------------------ ------------ -------------- --------------- ---------------------------- ----------- ---------------
HH. Lessor 2002-01-25 2007-01-24 RO (1992-11-20) Specific vehicles with N/A 02-0031762-0004
(CrSdit-bailleur): all attachment, (Rl)
GE Capital accessories,
Vehicle and replacement parts and
Equipment proceeds
Leasing Inc.
II. Lessor 2001-11-28 2006-11-27 RO (1992-11-20) Specific vehicle with N/A 01-0442189-0002
(Credit-bailleur): all attachment, (Rl)
GE Capital accessories,
Vehicle and replacement parts and
Equipment proceeds
Leasing Inc.
JJ. Lessor 2001-11-26 2006-ll-23 RO (2001-02-15) "Lease Agreement N/A 01-0436573-0002
(Credit-bailleur): (ren'd from) (operating)" Renewal
Nexcap Finance 2004-11-23 registered on
Corporation 2004-10-28 under
#04-0623334-0004 to
extend the expiry date
to 2006-11-23
KK. Lessor: IBM 2001-11-08 2011-10-30 RL (2000-12-20) Specific equipment and N/A 01-0412056-0011
Canada Limited accessories
LL. Lesson IBM 2001-11-08 2011-10-29 RL (2000-12-28) Specific equipment N/A 01-0412056-0010
Canada Limitee
MM. Lessor 2001-10-11 2006-10-10 RO (1992-11-20) Specific vehicle with N/A 01-0372875-0006
(Cridit-bailleur): all attachment, (Rl)
GE Capital accessories,
Vehicle and replacement parts and
Equipment proceeds
Leasing Inc.
NN. Lessor 2001-09-05 2006-09-04 RO (1992-11-20) Specific vehicle with N/A 01-0320203-0001
(Cr&lit-bailleur): all attachment, (Rl)
GE Capital accessories,
Vehicle and replacement parts and
Equipment proceeds
Leasing Inc.
OO. Lessor 2001-06-27 2006-06-26- RO (1992-11-20) Specific vehicle with WA 01-0225560-0001
(Credit-bailleur): all attachment, (Rl)
GE Capital accessories,
Vehicle and replacement parts and
Equipment proceeds
Leasing Inc.
PP. Lessor 2001-05-22 2006-05-22 RO (1992-11-20) Specific vehicle with N/A 01-0173751-0005
(Credit-bailleur): all attachment, (Rl)
GE Capital accessories,
Vehicle and replacement parts and
Equipment proceeds Addn'l Lessee:
Leasing Inc. PH & H Canada
- 72 -
DATE OF EXPIRY DATE OF NATURE OF
SECURITY REGISTRATION REGISTRATION RIGHT & DATE AMOUNT REGISTRATION
REF. HOLDER (Y-M-D) (Y-M-D) OF DEED PROPERTY & COMMENTS (CDN.$) NUMBER
- ---- ------------------ ------------ -------------- --------------- ---------------------------- ----------- ---------------
QQ. Lessor 2001-05-17 2006-05-17 RO (2001-04-24) Right, title and N/A 01-0167004-0003
(Crtdit-bailleur): interest in and to all
MFP Financial computer and related
Services Ltd. equipment and general
intangibles under
Master Equipment Lease
between Lessor and
Lessee including
specifically described
equipment with all
parts, software,
documentation,
accessories,
substitutions,
replacements and
RR. Lessor 2001-03-27 2005-06-22 RO (2001-03-23) All movable property N/A 01-0094419-0001
(Credit-bailleur): related to the phone
Corporation system supplied by Bell
FinanciereTeletech Canada.
SS. Lessor 2000-09-29 2005-09-29 RO (1992-11-20) Specific equipment N/A 00-0294592-0001
(Credit-bailleur): Addn'l Lessee: PH & H
General Canada
Electric
Capital
Vehicle and
Equipment
Leasing Inc.
TT. Lessee: 2000-09-18 2006-07-30 RL (1996-07-30) Specific equipment N/A 00-0278318-0073
Prodair Canada
Lt(pound)e
UU. Lessor 2000-06-05 2005-07-17 RO (1999-02-16) All movable property N/A 00-0148851-0001
(Credit-bailleur): related to the phone
Corporation system supplied by Bell
FinanciereTeletech Canada.
W. Lesson Dell 2000-03-01 2008-07-28 RL (1999-07-23) All Dell or Non-Dell N/A 00-0049309-0003
Financial ren'd from Computer equipment and
Services 2005-02-28 peripherals together
Canada Limited with all additions,
accessions and
replacements and
proceeds Renewal of the
publication registered
on 2003-07-24 under
#03-0380954-0001
extending the expiry
date from 2005-02-28 to
2009-02-28
- 73 -
DATE OF EXPIRY DATE OF NATURE OF
SECURITY REGISTRATION REGISTRATION RIGHT & DATE AMOUNT REGISTRATION
REF. HOLDER (Y-M-D) (Y-M-D) OF DEED PROPERTY & COMMENTS (CDN.$) NUMBER
- ---- ------------------ ------------ -------------- --------------- ---------------------------- ----------- ---------------
WW. Lessor 2000-01-05 2010-01-04 RO (1987-04-03) All present and future N/A 00-0000526-0001
(Credit-bailleur): motor vehicles,
PHH Vehicle automotive equipment,
Management and materials-handling
Services Inc. equipment leased from
the Lessor to the
Lessee, together with
all present and future
attachments, accessions,
accessories, replacement
parts and proceeds.
"Inscription globale"
(CCQ art 2961.1)
Assignment of rights
registered on
2000-09-14 under
#00-0274576- 0001 -
Assignor: PHH Vehicle
Management Services
Inc., Assignee: Leaf
Trust, c/o Canadian
Imperial Bank of
Commerce, Trustee: TD
Trust Company
Assignment of rights
registered on
2000-09-14 under
#00-0274576- 0004 -
Assignor PHH Vehicle
Management Services
Inc., Assignee: Leaf
Trust, c/o Canadian
Imperial Bank of
Commerce, Trustee: TD
Trust Company
Assignment of rights
registered on
2000-09-14 under
#00-0274576- 0002 --
Assignor: PHH Vehicle
Management Services
Inc., Assignee: Leaf
Trust, c/o Canadian
Imperial Bank of
Commerce, Trustee: TD
Trust Company
- 74 -
DATE OF EXPIRY DATE OF NATURE OF
SECURITY REGISTRATION REGISTRATION RIGHT & DATE AMOUNT REGISTRATION
REF. HOLDER (Y-M-D) (Y-M-D) OF DEED PROPERTY & COMMENTS (CDN.$) NUMBER
- ---- ------------------ ------------ -------------- --------------- ---------------------------- ----------- ---------------
Assignment of rights
registered on 2000-09- 14
under #00-0274576- 0003 -
Assignor: PHH Vehicle
Management Services Inc.,
Assignee: Leaf Trust, c/o
Canadian Imperial Bank of
Commerce, Trustee: TD Trust
Company
Assignment of rights
registered on 2002-09-11
under #02-0400420- 0001 -
Assignor. PHH Vehicle
Management Services Inc.,
Assignee: Leaf Trust, c/o
Canadian Imperial Bank of
Commerce, Trustee: The
Canada Trust Company --
Assignment of specifically
described vehicle
Assignment of rights
registered on 2003-02-14
under #03-0069129- 0001 -
Assignor: PHH Vehicle
Management Services Inc.,
Assignee: Leaf Trust, c/o
Canadian Imperial Bank of
Commerce, Trustee: The
Canada Trust Company --
Assignment of specifically
described vehicles
- 75 -
DATE OF EXPIRY DATE OF NATURE OF
SECURITY REGISTRATION REGISTRATION RIGHT & DATE AMOUNT REGISTRATION
REF. HOLDER (Y-M-D) (Y-M-D) OF DEED PROPERTY & COMMENTS (CDN.$) NUMBER
- ---- ------------------ ------------ -------------- --------------- ---------------------------- ----------- ---------------
Assignment of rights
registered on 2003-02-14
under #03-0069266- 0001
-Assignor. PHH Vehicle
Management Services Inc.,
Assignee: Leaf Trust, c/o
Canadian Imperial Bank of
Commerce, Trustee: The
Canada Trust Company --
Assignment of specifically
described vehicles
Assignment of rights
registered on 2003-04-09
under #03-0165239- 0001
-Assignor: PHH Vehicle
Management Services Inc.,
Assignee: Leaf Trust, c/o
Canadian Imperial Bank of
Commerce, Trustee: The
Canada Trust Company --
Assignment of specifically
described vehicles
Assignment of rights
registered on 2003-05-06
under #03-0218201- 0001
-Assignor: PHH Vehicle
Management Services Inc.,
Assignee: Leaf Trust, c/o
Canadian Imperial Bank of
Commerce, Trustee: The
Canada Trust Company --
Assignment of specifically
described vehicles
- 76 -
DATE OF EXPIRY DATE OF NATURE OF
SECURITY REGISTRATION REGISTRATION RIGHT & DATE AMOUNT REGISTRATION
REF. HOLDER (Y-M-D) (Y-M-D) OF DEED PROPERTY & COMMENTS (CDN.$) NUMBER
- ---- ------------------ ------------ -------------- --------------- ---------------------------- ----------- ---------------
Assignment of rights
registered on 2003-08-26
under #03-0443915- 0001
-Assignor: PHH Vehicle
Management Services Inc.,
Assignee: Leaf Trust, c/o
Canadian Imperial Bank of
Commerce, Trustee: The
Canada Trust Company --
Assignment of specifically
described vehicles
Modification to a published
right registered on
2003-09-05
under#03-0465017-0009 the
change the Lessor's address
Assignment of rights
registered on 2003-10-07
under #03-0534159- 0001
-Assignor: PHH Vehicle-
Management Services Inc.,
Assignee: Leaf Trust, c/o
Canadian Imperial Bank of
Commerce, Trustee: The
Canada Trust Company --
Assignment of specifically
described vehicles
Assignment of rights
registered on 2004-01-09
under #04-0010213- 0001
-Assignor: PHH Vehicle
Management Services Inc.,
Assignee: Leaf Trust, c/o
Canadian Imperial Bank of
Commerce, Trustee: The
Canada Trust Company --
Assignment of specifically
described vehicles
- 77 -
DATE OF EXPIRY DATE OF NATURE OF
SECURITY REGISTRATION REGISTRATION RIGHT & DATE AMOUNT REGISTRATION
REF. HOLDER (Y-M-D) (Y-M-D) OF DEED PROPERTY & COMMENTS (CDN.$) NUMBER
- ---- ------------------ ------------ -------------- --------------- ---------------------------- ----------- ---------------
Assignment of rights
registered on 2004-04-21
under#04-0224516- 0001
-Assignor: PHH Vehicle
Management Services Inc.,
Assignee: Leaf Trust, c/o
Canadian Imperial Bank of
Commerce, Trustee: The
Canada Trust Company --
Assignment of specifically
described vehicles
Rectification to the
aforementioned assignment
(04-0224516-0001) to rectify
the addresses in the
registration
Assignment of rights
registered on 2004-07-13
under #04-041 1245- 0001
-Assignor: PHH Vehicle
Management Services Inc.,
Assignee: Leaf Trust, c/o
Canadian Imperial Bank of
Commerce. Trustee: The
Canada Trust Company --
Assignment of specifically
described vehicles
Assignment of rights
registered on 2004-07-14
under #04-0414378- 0001
-Assignor: PHH Vehicle
Management Services Inc.,
Assignee.: Leaf Trust, do
Canadian Imperial Bank of
Commerce, Trustee: The
Canada Trust Company --
Assignment of specifically
described vehicles
- 78 -
DATE OF EXPIRY DATE OF NATURE OF
SECURITY REGISTRATION REGISTRATION RIGHT & DATE AMOUNT REGISTRATION
REF. HOLDER (Y-M-D) (Y-M-D) OF DEED PROPERTY & COMMENTS (CDN.$) NUMBER
- ---- ------------------ ------------ -------------- --------------- ---------------------------- ----------- ---------------
Assignment of rights
registered on 2004-11-30
under #04-0687775- 0001
-Assignor. PHH Vehicle
Management Services Inc. c/o
PHH Corporation; Assignee:
Leaf Trust c/o Canadian
Imperial Bank of Commerce;
Trustee: The Canada. Trust
Company -Assignment of
specifically described
vehicles
Assignment of rights
registered on 2005-01-05
under #05-000 1345- 0001
-Assignor PHH Vehicle
Management Services Inc. do
PHH Corporation; Assignee:
Leaf Tiustc/o Canadian
Imperial Bank of Commerce;
Trustee: The Canada Trust
Company - Assignment of
specifically described
vehicles
Rectification (to
registration #04-0411245
-0001 above) registered on
2005-01-07 under
#05-0006555- 0001 to correct
a registration number which
should have read
#00-0110610-0001 instead of
#03- 0374759-0006
- 79 -
DATE OF EXPIRY DATE OF NATURE OF
SECURITY REGISTRATION REGISTRATION RIGHT & DATE AMOUNT REGISTRATION
REF. HOLDER (Y-M-D) (Y-M-D) OF DEED PROPERTY & COMMENTS (CDN.$) NUMBER
- ---- ------------------ ------------ -------------- --------------- ---------------------------- ----------- ---------------
Rectification (to
registration
#05-0006555-0001 above)
registered on 2005-02-16
under #05-0081 700- 0001
to correct an address
XX. Lessor 1999-12-16 2004-09-16 RO (1992-11-20) Specific vehicles N/A 99-0223781-0001
(CrMt-bailleur); (Rl)
General Reduction registered on
Electric 2001-10-02 under
Capital #01-0360010-0002
Vehicle and affecting 6 vehicles.
Equipment
Leasing Inc. Reduction registered on
2002-01-29 under
#02-0035293-0001
affecting 3 vehicles
YY. Lessor 1999-12-13 2005-09-16 RO (1992-11-20) Specific vehicles and N/A 99-0218990-0008
(Credit (ren'd from) accessory (Rl)
Bailleur): 2004-09-16
General Renewal of a
Electric registration registered
Capital on 2004-08-24 under
Vehicle and #04-0495692-004 to
Equipment extend the expiry dated
Leasing Inc. on 2005-09-16
- 80 -
DATE OF EXPIRY DATE OF NATURE OF
SECURITY REGISTRATION REGISTRATION RIGHT & DATE AMOUNT REGISTRATION
REF. HOLDER (Y-M-D) (Y-M-D) OF DEED PROPERTY & COMMENTS (CDN.$) NUMBER
- ---- ------------------ ------------ -------------- --------------- ---------------------------- ----------- ---------------
ZZ. Lessor 1999-11-23 2005-11-10 RO (1999-11-10) Specific equipment N/A 99-0201774-0010
(Credit-bailleur):
Newcourt
Financial Ltd.
AAA. Lessor (CrtdU 1999-11-11 2005-11-09 RO (1999-11-10) All movable property N/A 99-0191178-0012
-bailleur): related to the phone
Corporation system supplied by
Financifere Bell Canada.
Teletech
EXHIBIT A
FORM OF BORROWING REQUEST
JPMorgan Chase Bank, N.A.,
as Administrative Agent
for the Lenders referred to below
c/o Loan & Agency Services Group
1111 Fannin St., 10th Floor
Houston, Texas 77002
Attention: Alice Telles
[Date]
Ladies and Gentlemen:
Reference is made to the Amended and Restated Second Lien Credit Agreement
dated as of April 20, 2007 (as amended, restated or otherwise modified and in
effect on the date hereof, the "Credit Agreement"), among the undersigned, as
Borrower, the Lenders party thereto, Deutsche Bank Trust Company Americas, as
Collateral Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms
defined in the Credit Agreement are used herein with the same meanings. This
notice constitutes a Borrowing Request and the Borrower hereby requests a
Borrowing under the Credit Agreement, and in that connection the Borrower
specifies the following information with respect to the Borrowing requested
hereby:
(A) Aggregate amount of the requested Borrowing(1):
----------------------------------------------
(B) Restatement Date (which is a Business
Day):
-----------------------------------------
(C) Interest rate basis(2):
----------------------
(D) Interest Period(3):
--------------------------
- ----------
(1) Not less than $5,000,000 and an integral multiple of $1,000,000.
(2) Eurodollar Borrowing or ABR Borrowing.
(3) If the Borrowing is a Eurodollar Borrowing. Must comply with the
definition of "Interest Period" and end not later than the Maturity Date.
2
(E) Location and number of Borrower's account to which proceeds of
Borrowing are to be disbursed:
--------------------------------
Very truly yours,
THE GOODYEAR TIRE & RUBBER COMPANY,
by
-------------------------------
Name:
Title:
EXHIBIT B
FORM OF INTEREST ELECTION REQUEST
JPMorgan Chase Bank, N.A.,
as Administrative Agent
for the Lenders referred to below
Loan & Agency Services Group
1111 Fannin, 10th Floor
Houston, Texas 77002
Attention: Alice Telles
[Date]
Ladies and Gentlemen:
Reference is made to the Amended and Restated Second Lien Credit Agreement
dated as of April 20, 2007 (as amended, restated or otherwise modified and in
effect on the date hereof, the "Credit Agreement"), among the undersigned, as
Borrower, the Lenders party thereto, Deutsche Bank Trust Company Americas, as
Collateral Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms
defined in the Credit Agreement are used herein with the same meanings. This
notice constitutes an Interest Election Request and the Borrower hereby requests
the conversion or continuation of a Borrowing under the Credit Agreement, and in
that connection the Borrower specifies the following information with respect to
the Borrowing to be converted or continued as requested hereby:
(A) Borrowing to which this request applies(1):
--------------------------------------------------------------
(B) Principal amount of Borrowing to be converted/continued(2):
--------------------------------------------------------------
(C) Effective date of election (which is a Business Day):
--------------------------------------------------------------
(D) Interest rate basis of resulting Borrowing(s)(3):
--------------------------------------------------------------
- ----------
(1) Specify existing Type and last day of current Interest Period.
(2) If different options are being elected with respect to different portions
of the Borrowing, indicate the portions thereof to be allocated to each
resulting Borrowing. Each resulting Borrowing must be not less than
$5,000,000 and an integral multiple of $1,000,000.
(3) Eurodollar Borrowing or ABR Borrowing.
2
(E) Interest Period of resulting Borrowing(s)(4):
---------------------------------------------------------------
Very truly yours,
THE GOODYEAR TIRE & RUBBER COMPANY,
by
----------------------------
Name:
Title:
- ----------
(4) If the Borrowing is to be a Eurodollar Borrowing. Must comply with the
definition of "Interest Period" and end not later than the Maturity Date.
EXHIBIT C
[FORM OF]
Promissory NOTE
$[ ] New York, New York
April 20, 2007
FOR VALUE RECEIVED, the undersigned, THE GOODYEAR TIRE & RUBBER COMPANY,
an Ohio corporation (the "Company"), hereby promises to pay to the order of [ ]
(the "Lender") or its registered assigns, at the office of JPMorgan Chase Bank,
N.A. (the "Administrative Agent") at 270 Park Avenue, New York, New York 10017,
on the Maturity Date (as defined in the Amended and Restated Second Lien Credit
Agreement dated as of April 20, 2007 (as the same may be amended, supplemented
or otherwise modified from time to time, the "Credit Agreement") among the
Company, the Lenders party thereto, Deutsche Bank Trust Company Americas, as
Collateral Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent), the
lesser of (i) the principal sum of [ ] ($[ ]) or (ii) the aggregate
unpaid principal amount of all Loans (as defined in the Credit Agreement) made
to the Company by the Lender pursuant to the Credit Agreement in lawful money of
the United States of America in immediately available funds, and to pay interest
from the date hereof on the principal amount hereof from time to time
outstanding, in like funds, at said office, at the rate or rates per annum and
payable on the dates provided in the Credit Agreement.
The Company promises to pay interest, on demand, on any overdue principal
and, to the extent permitted by law, overdue interest from their due dates at
the rate or rates provided in the Credit Agreement.
The nonexercise by the holder hereof of any of its rights hereunder in any
particular instance shall not constitute a waiver thereof in that or any
subsequent instance.
All borrowings evidenced by this Note and all payments and prepayments of
the principal hereof and interest hereon and the respective dates thereof shall
be endorsed by the holder hereof on the schedule attached hereto and made a part
hereof or on a continuation thereof that shall be attached hereto and made a
part hereof, or otherwise recorded by such holder in its internal records;
provided, however, that the failure of the holder hereof to make such a notation
or any error in such a notation shall not affect the obligations of the Company
under this Note.
2
This Note is given subject to the provisions of the Credit Agreement,
which, among other things, contains provisions for the acceleration of the
maturity hereof upon the happening of certain events, for optional prepayment of
the principal hereof prior to the maturity hereof and for the amendment or
waiver of certain provisions of the Credit Agreement, all upon the terms and
conditions therein specified. This Note is entitled to the benefit of the Credit
Agreement and is guaranteed and secured as provided therein and in the other
Credit Documents (as defined in the Credit Agreement). This Note shall be
governed by and construed in accordance with the laws of the State of New York.
THE GOODYEAR TIRE & RUBBER
COMPANY,
by
---------------------------
Name:
Title:
3
LOANS AND PAYMENTS
Amount Unpaid
and Type of Maturity Principal Name of Person
Date Loan Date Principal Interest Balance of Note Making Notation
EXHIBIT D
[FORM OF]
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the "Assignment and Assumption") is dated
as of the effective date set forth below (the "Effective Date") and is entered
into by and between the assignor identified below (the "Assignor") and the
assignee identified below (the "Assignee"). Capitalized terms used but not
defined herein shall have the meanings given to them in the Amended and Restated
Second Lien Credit Agreement dated as of April 20, 2007, among The Goodyear Tire
& Rubber Company, the Lenders party thereto, Deutsche Bank Trust Company
Americas, as Collateral Agent, and JPMorgan Chase Bank, N.A., as Administrative
Agent (as amended, restated or otherwise modified from time to time, the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below, (i) all of the Assignor's rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of the Assignor (in its capacity as a Lender) against
any Person, whether known or unknown, arising under or in connection with the
Credit Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby or in any way based on or related to
any of the foregoing, including contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the
rights and obligations sold and assigned pursuant to clause (i) above (the
rights and obligations sold and assigned pursuant to clauses (i) and (ii) above
being referred to herein collectively as the "Assigned Interest"). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by the
Assignor.
2
Assignor:
---------------------------------------------------
Assignee:
---------------------------------------------------
and is an [Affiliate]/[Approved Fund] of [Identify Lender](1)
Borrower(s): The Goodyear Tire & Rubber Company
Administrative Agent: JPMorgan Chase Bank, N.A., as the Administrative
Agent under the Credit Agreement
Assigned Interest:
Aggregate Amount of Amount of Percentage Assigned of
Commitment/Loans for Commitment/Loans Aggregate Amount of
all Lenders Assigned Commitment/Loans
- ---------------- -------------------- ---------------- ----------------------
Commitment/Loans $ $ %
Effective Date:________ , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR].
The Assignee (in the case an Assignee is not a Lender) agrees to deliver
to the Administrative Agent a completed Administrative Questionnaire in which
the Assignee designates one or more credit contacts to whom all syndicate-level
information (which may contain material non-public information about the Credit
Parties and their Related Parties or their respective securities) will be made
available and who may receive such information in accordance with the Assignee's
compliance procedures and applicable laws, including Federal and state
securities laws.
- ----------
(1) Select as applicable.
3
The terms set forth in this Assignment and Assumption are hereby agreed to:
[NAME OF ASSIGNOR], as Assignor,
by
--------------------------------
Name:
Title:
[NAME OF ASSIGNEE], as Assignee,
by
--------------------------------
Name:
Title:
4
SIGNATURE PAGE TO
THE GOODYEAR TIRE & RUBBER COMPANY
ASSIGNMENT AND ASSUMPTION
[Consented to and](2) Accepted:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
by
----------------------
Name:
Title:
Consented to:(3)
THE GOODYEAR TIRE & RUBBER COMPANY,
by
----------------------
Name:
Title:
- ----------
(2) If the consent of the Administrative Agent is required by the terms of the
Credit Agreement.
(3) If the consent of the Borrower is required by the terms of the Credit
Agreement.
ANNEX 1
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
Representations and Warranties.
1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance, or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Credit Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Documents or any collateral thereunder, (iii) the financial condition of the
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Credit Document or (iv) the performance or observance by the
Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Credit Document.
1.2. Assignee. The Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
satisfies the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Credit Agreement as a Lender thereunder and, to the extent
of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it has received a copy of the Credit Agreement, together with copies of the
most recent financial statements delivered pursuant to Section 5.01 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Agents, the Assignor or any other Lender, and (v) attached to this
Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of Section 2.14 of the Credit Agreement, duly completed
and executed by the Assignee; (b) agrees that (i) it will, independently and
without reliance on the Agents, the Assignor or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Documents, (ii) it will perform in accordance with their terms all of
the obligations which by the terms of the Credit Documents are required to be
performed by it as a Lender and (iii) it will not book any Loan at an Austrian
branch or through an Austrian Affiliate and will comply with Section 9.19 of the
Credit Agreement; and (c) appoints and authorizes the Agents to take such action
as agents on its behalf and to exercise such powers under
2
the Credit Documents as are delegated to them by the terms thereof, together
with such powers as are reasonably incidental thereto.
2. Guarantee and Collateral Agreement. The Assignee, by executing and
delivering this Assignment and Assumption, acknowledges receipt of a copy of the
Guarantee and Collateral Agreement and approves and agrees to be bound by and to
act in accordance with the terms and conditions of the Guarantee and Collateral
Agreement and each other Security Document, specifically including (i) the
provisions of Article VII of the Guarantee and Collateral Agreement (governing
the exercise of remedies under the Security Documents and the distribution of
proceeds realized from such exercise), (ii) the provisions of Articles IX and X
of the Guarantee and Collateral Agreement (relating to the duties and
responsibilities of the Collateral Agent thereunder and providing for the
indemnification and the reimbursement of expenses of the Collateral Agent
thereunder by the Lenders) and (iii) the provisions of Section 12.13 of the
Guarantee and Collateral Agreement (providing for releases of Guarantees of and
Collateral securing the Obligations).
3. Payments. From and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts
which have accrued to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date.
4. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by facsimile or other electronic image scan transmission shall be effective as
delivery of a manually executed counterpart of this Assignment and Assumption.
This Assignment and Assumption shall be governed by and construed in accordance
with the law of the State of New York
EXHIBIT E-1
FORM OF OPINION OF BORROWER'S OUTSIDE COUNSEL
April 20, 2007
The Lenders party to the Credit Agreement
referred to below and
JPMorgan Chase Bank, N.A.,
as Administrative Agent
One Chase Manhattan Plaza
8th Floor
New York, New York 10081
Goodyear Second Lien Credit Agreement
Ladies and Gentlemen:
We have acted as counsel to The Goodyear Tire & Rubber Company, an Ohio
corporation (the "Company"), and each of the entities listed on Exhibit A hereto
(collectively, the "Subsidiary Guarantors") in connection with the Amended and
Restated Second Lien Credit Agreement, dated as of April 20, 2007 (the "Credit
Agreement"), among the Company, certain lenders party thereto (the "Lenders"),
JPMorgan Chase Bank, N.A., as administrative agent, and Deutsche Bank Trust
Company Americas, as collateral agent (the "Collateral Agent"). This opinion is
delivered to you pursuant to Section 4.01(a)(i) of the Credit Agreement. Unless
otherwise defined herein, capitalized terms used herein have the meanings
provided in the Credit Agreement.
We have reviewed (i) the Credit Agreement, (ii) the Second Lien Guarantee
and Collateral Agreement, dated as of April 8, 2005, among the Company, the
Subsidiary Guarantors, the Grantors party thereto and identified on Exhibit B
hereto (the "Grantors"), certain other Subsidiaries and the Collateral Agent, as
reaffirmed and amended by the Reaffirmation Agreement, dated as of April 20,
2007, among the Company, the subsidiaries of the Company identified therein and
the Collateral Agent (as so amended, the "Guarantee and Collateral Agreement"),
(iii) the Lenders Lien Subordination and Intercreditor Agreement (the "Lenders
LSIA"), dated as of April 8, 2005, among JPMorgan Chase Bank, N.A., as
collateral agent for the First Lien Secured Parties referred to therein,
Deutsche Bank Trust Company Americas, as collateral agent for the Second Lien
Secured Parties referred to therein, the Company and the subsidiaries of the
Company named therein, (iv) the Lien Subordination and Intercreditor Agreement
(the "LSIA"), dated as of March 12, 2004, among JPMorgan Chase Bank, N.A., as
Credit Facilities Collateral Agent (as defined in the LSIA) (the "Credit
Agent"), Wilmington Trust Company, as Initial Junior Indebtedness Collateral
Agent (as defined in the LSIA), the Company and the subsidiaries of the Company
named therein, (v) the Notice of Designation in respect of the Obligations,
dated as of April 20, 2007 (the "Notice of Designation"), from the Company to
JPMorgan Chase Bank, N.A., as Credit Facilities
Collateral Agent, and Wilmington Trust Company, as Initial Junior Indebtedness
Collateral Agent, pursuant to the terms of the LSIA, (vi) the perfection
certificate, dated April 20, 2007, delivered by the Company pursuant to Section
4.01(i)(i) of the Credit Agreement, (vii) the financing statements filed in the
State of Delaware, the State of Arizona, the State of Ohio and the State of
California pursuant to the Guarantee and Collateral Agreement describing certain
property of certain Grantors and naming such Grantors, respectively, as debtors,
and the Collateral Agent, as secured party (the "Financing Statements"), (viii)
the deposit account control agreements listed on Exhibit C hereto (the "Deposit
Account Agreements") and (ix) such corporate records, certificates and other
documents, and such questions of law, as we have deemed necessary or appropriate
for the purposes of this opinion. The agreements referred to in clauses (i),
(ii), (iii) and (iv) are referred to in this opinion each as a "Document" and
collectively as the "Documents."
We have assumed that the Company, the Grantors and the Subsidiary
Guarantors (each a "Credit Party" and collectively, the "Credit Parties"), other
than the entities listed on Exhibit D hereto (each, a "Delaware Company" and
collectively, the "Delaware Companies"), are each duly organized, validly
existing and in good standing under the laws of their respective jurisdictions
of organization and that each Credit Party, other than the Delaware Companies,
has the power and authority to execute and deliver the Documents to which it is
a party and to perform its obligations under such Documents. We have assumed
further that each of the Credit Parties, other than the Delaware Companies, has
duly authorized executed and delivered the Documents to which it is a party. We
have assumed further that the execution and delivery by each Credit Party, other
than the Delaware Companies, of each Document to which such Credit Party is a
party and the consummation of the transactions contemplated thereby do not
breach or conflict with the provisions of such Credit Party's certificate of
incorporation, certificate of formation, by-laws, limited liability company
agreement or other organizational documents, as applicable. We have relied as to
certain matters on information obtained from public officials, officers of the
Company and its Subsidiaries and other sources that we believe to be
responsible.
We have assumed that the execution and delivery of the Documents by the
Credit Parties and the performance by the Credit Parties of their obligations
thereunder do not and will not (x) violate or contravene any judgment, order,
decree or permit issued by any court, arbitrator or governmental or regulatory
authority, (y) conflict with or result in the breach of, constitute a default
under, or cause or permit any termination or any mandatory prepayment or
acceleration under, any contract or other instrument binding on or affecting the
Company or any subsidiary thereof or any of their respective properties or
assets other than the agreements listed on Exhibit E hereto (such agreements
listed on Exhibit E, the "Material Agreements"), or (z) result in the creation
or imposition of any lien, charge or encumbrance (other than those created or
imposed under the Documents) upon or with respect to any property or assets of
the Company or any Subsidiary.
We have assumed that all signatures are genuine, that all documents
submitted to us as originals are authentic and that all copies of documents
submitted to us conform to the originals. We have assumed further that each of
the Secured Parties has
2
duly authorized, executed and delivered the Documents to which it is a party and
that each such Document is the valid and binding obligation of such Secured
Party, enforceable against such Secured Party in accordance with its terms.
Based upon the foregoing and subject to the qualifications and assumptions
set forth below, we are of the opinion that:
1. Each Delaware Company is a corporation validly existing and in good
standing under the laws of the State of Delaware and has the corporate power and
authority to execute and deliver the Documents to which it is a party, to
consummate the transactions contemplated thereby and to perform its respective
obligations thereunder. Each Delaware Company has duly authorized, executed and
delivered the Documents to which it is a party.
2. Each Document constitutes the valid and binding obligation of the
Credit Parties party thereto, enforceable against each such Credit Party in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles.
3. No consent, approval, authorization or other action by or filing with
any governmental agency or instrumentality of the State of New York or the
United States of America or under the Delaware General Corporation Law (the
"DGCL") is required on the part of any credit party for the execution and
delivery of any Document to which such Credit party is a party or the
consummation of the transactions contemplated thereby, except (i) those already
obtained or made and (ii) such filings and other actions as are required to
perfect the security interests and liens granted under the Documents and the
other Credit Documents.
4. The execution and delivery by each Credit Party of each Document to
which such Credit Party is a party and the consummation of the transactions
contemplated thereby do not (i) violate the DGCL or any New York State or
Federal statute, law, rule or regulation to which such Credit Party is subject,
(ii) breach the provisions of, or cause a default under, any Material Agreement
or (iii) in the case of each Delaware Company, breach the provisions of such
Delaware Company's certificate of incorporation, certificate of formation,
by-laws, limited liability company agreement or other organizational documents,
as applicable.
5. The Guarantee and Collateral Agreement creates in favor of the
Collateral Agent for the benefit of the Collateral Agent and the Secured Parties
party to the Credit Agreement a valid security interest in the Article 9
Collateral (as such term is defined in the Guarantee and Collateral Agreement),
as security for the Obligations, to the extent that security interests in the
Article 9 Collateral can be created under Article 9 of the Uniform Commercial
Code of the State of New York (the "NYUCC").
6. The Guarantee and Collateral Agreement, together with the delivery to
the Credit Agent, in the State of New York, of the certificates evidencing
3
pledged equity interests identified on Exhibit F (the "Pledged Securities") and
the Credit Agent's acknowledgment in the LSIA that it has taken possession of
such certificates as agent on behalf of the Collateral Agent, create in favor of
the Collateral Agent, as security for the Obligations, a perfected security
interest under the NYUCC in each Grantor s rights in the Pledged Securities.
Assuming that the Credit Agent, the Collateral Agent and each Secured Party
acquired their respective interests in the Pledged Securities without notice of
any adverse claim and that each Pledged Security is either in bearer form or in
registered form, issued or endorsed by an effective endorsement in the name of
the Credit Agent or in blank, the Collateral Agent acquired its security
interest in the Pledged Securities free of any adverse claim.
7. The Guarantee and Collateral Agreement, together with the delivery to
the Credit Agent, in the State of New York, of the promissory notes evidencing
Pledged Debt Securities (as defined in the Guarantee and Collateral Agreement)
identified on Exhibit G hereto (the "Pledged Notes") and the Credit Agent's
acknowledgment in the LSIA that it has taken possession of such promissory notes
as agent on behalf of the Collateral Agent, create in favor of the Collateral
Agent, as security for the Obligations, a perfected security interest under the
NYUCC in each Grantor's rights in the Pledged Notes. Assuming that the Credit
Agent, as agent on behalf of the Collateral Agent, took possession of the
Pledged Notes in good faith and that none of the Credit Agent, the Collateral
Agent or any Secured Party has knowledge that the security interest in favor of
the Credit Agent in the Pledged Notes violates the rights of any secured party,
the security interest of the Collateral Agent in the Pledged Notes will be prior
to any other security interest in the Pledged Notes created under Article 9 of
the NYUCC.
8. The Financing Statements filed in the office of the Secretary of State
of Delaware, the office of the Secretary of State of Arizona, the office of the
Secretary of State of Ohio and the office of the Secretary of State of
California (the "Filing Offices") were in proper form for filing in such
respective offices on the respective dates they were filed. The filing of each
such Financing Statement in the applicable Filing Office was, on the respective
dates they were filed, sufficient to perfect the security interest created in
favor of the Collateral Agent for the benefit of the Secured Parties by the
Guarantee and Collateral Agreement in the collateral described in such Financing
Statement to the extent a security interest can be perfected in such collateral
under Article 9 of the Uniform Commercial Code of the State of Delaware, Chapter
9 of the Uniform Commercial Code of the States of Arizona and Ohio and Division
9 of the Uniform Commercial Code of the State of California by filing a
financing statement in the applicable Filing Office.
9. The execution and delivery of the Deposit Account Agreements was
sufficient to perfect the security interest of the Collateral Agent in such
deposit account (as defined in Section 9-102 of the NYUCC) set forth in Exhibit
A to each of the Deposit Account Agreements.
10. The use of the proceeds from the Loans as described in the Credit
Agreement will not violate Regulation T, U or X of the Board of Governors of the
4
Federal Reserve System.
11. The Company is not an "investment company" as defined in the
Investment Company Act of 1940.
12. Upon delivery of the Notice of Designation to the Collateral Agents
(as defined in the Notice of Designation), the Obligations shall be considered
"Designated Senior Obligations" for the purposes of the LSIA.
The foregoing opinion is subject to the following qualifications:
(a) The enforceability of certain rights and remedies purported to be
granted to the Lenders under the Documents may be limited by applicable law, but
those limitations (exclusive of the matters referred to in the other
qualifications set forth herein) do not make the rights and remedies afforded
under the Documents inadequate for the practical realization of the principal
benefits intended to be provided by the Documents.
(b) We express no opinion as to (i) the ownership of or title to any
property, or as to the adequacy of any description of any property, (ii) zoning,
subdivision or other matters affecting the use, occupancy or operation of the
Collateral, (iii) any security interest or lien, other than as specifically set
forth in paragraphs 5 through 9, or (iv) the priority of any security interest
or lien, other than as specifically set forth in paragraph 7.
(c) We express no opinion as to the existence or adequacy of consideration
received by any Subsidiary Guarantor in connection with such parties'
obligations under the Guarantee and Collateral Agreement.
(d) We express no opinion as to:
(i) waivers of defenses, subrogation and related rights, rights to
trial by jury, rights to object to venue, or other rights or benefits
bestowed by operation of law;
(ii) releases or waivers of unmatured claims or rights;
(iii) indemnification, contribution, exculpation or provisions for
the non-survival of representations, to the extent they purport to
indemnify any party against, or release or limit any party's liability
for, its own breach or failure to comply with statutory obligations, or to
the extent such provisions are contrary to public policy;
(iv) grants of powers of attorney or proxies;
(v) provisions purporting to require a prevailing party in a dispute
to pay attorneys' fees and expenses, or other costs, to a non-prevailing
party;
5
(vi) provisions for liquidated damages and penalties, penalty
interest and interest on interest;
(vii) provisions purporting to make a party's determination
conclusive or permitting a party to act in its sole or absolute
discretion;
(viii) exclusive jurisdiction or venue provisions; and
(ix) provisions purporting to supersede equitable principles,
including, without limitation, provisions requiring amendments and waivers
to be in writing and provisions making notices effective even if not
actually received.
(e) We express no opinion as to any right of setoff, netting, bankers lien
or counterclaim or right to the application of property in the possession or
control of any Secured Party.
(f) Except as set forth in paragraph 11, we express no opinion as to any
Federal or state securities or Blue Sky laws or as to any anti-fraud laws.
(g) We express no opinion as to any tax laws, the Employee Retirement
Income Security Act of 1974 or any rules or regulations thereunder.
(h) We express no opinion as to the Federal Aviation Act of 1958, as
amended from time to time and as re-codified in Title 49 of the United States
Code.
(i) We express no opinion as to any legal requirements applicable to any
Secured Party.
(j) Our opinions in paragraphs 3 and 4(i) above are limited to laws and
regulations normally applicable to transactions of the type contemplated by the
Documents and do not extend to laws or regulations relating to, or to licenses,
permits, approvals and filings necessary for, the conduct of the business of the
Company or any Subsidiary, or to any environmental laws or regulations.
(k) We express no opinion as to the creation, legality, validity, binding
effect or perfection of (i) any security interest to the extent limited by
Section 552 of the Federal Bankruptcy Code or (ii) any security interest in any
right the assignment of which requires the consent of another person that has
not been duly obtained.
We are members of the bar of the State of New York. We do not purport to
be experts in and do not express any opinion on any laws other than the law of
the State of New York, the DGCL and the Federal law of the United States of
America. Our opinion in paragraph 8 above is based solely on our review of
Article 9 of the Uniform Commercial Code of the State of Delaware, Chapter 9 of
the Uniform Commercial Code of the States of Arizona and Ohio and Division 9 of
the Uniform Commercial Code of the State of California, as reported by The
LexisNexis Group pursuant to an online search
6
performed on April 19, 2007.
This opinion is given solely for your benefit and the benefit of each
Person who becomes a Lender before June 30, 2007, as the result of an assignment
by JPMorgan Chase Bank, N.A. or Deutsche Bank AG pursuant to the Credit
Agreement of any of their respective Loans or Commitments, and may not be relied
upon by any other Person without our written consent.
Very truly yours,
7
EXHIBIT A
Subsidiary Guarantors
1. Belt Concepts of America, Inc. (Delaware)
2. Celeron Corporation (Delaware)
3. Cosmoflex, Inc. (Delaware)
4. Dapper Tire Co., Inc. (California)
5. Divested Companies Holding Company (Delaware)
6. Divested Litchfield Park Properties, Inc. (Arizona)
7. Goodyear Engineered Products International Inc. (Delaware)
8. Goodyear Engineered Products Thailand Inc. (Delaware)
9. Goodyear Farms, Inc. (Arizona)
10. Goodyear International Corporation (Delaware)
11. Goodyear Western Hemisphere Corporation (Delaware)
12. The Kelly-Springfield Tire Corporation (Delaware)
13. Wheel Assemblies Inc. (Delaware)
14. Wingfoot Commercial Tire Systems, LLC (Ohio)
15. Wingfoot Ventures Eight Inc. (Delaware)
EXHIBIT B
Grantors
1. Belt Concepts of America, Inc. (Delaware)
2. Cosmoflex, Inc. (Delaware)
3. Dapper Tire Co., Inc. (California)
4. Divested Companies Holding Company (Delaware)
5. Divested Litchfield Park Properties, Inc. (Arizona)
6. Goodyear Farms, Inc. (Arizona)
7. Goodyear International Corporation (Delaware)
8. The Goodyear Tire & Rubber Company (Ohio)
9. The Kelly-Springfield Tire Corporation (Delaware)
10. Wingfoot Commercial Tire Systems, LLC (Ohio)
11. Wingfoot Ventures Eight Inc. (Delaware)
EXHIBIT C
Deposit Account Agreements
1. Amended and Restated Blocked Account Control Agreement ("Shifting
Control"), dated as of April 8, 2005, among the Company, JPMorgan Chase
Bank, N.A., as Agent, Deutsche Bank Trust Company Americas, as Second Lien
Agent, Wilmington Trust Company, as Junior Lien Agent, and JPMorgan Chase
Bank, N.A., as Depositary.
2. Amended and Restated Lock-Box and Depository Agreement (with Activation),
dated as of April 8, 2005, among the Company, JPMorgan Chase Bank, N.A.,
as Agent, Deutsche Bank Trust Company Americas, as Second Lien Agent,
Wilmington Trust Company, as Junior Lien Agent, and Bank of America, N.A.,
as Bank.
3. Amended and Restated Lock-Box and Depository Agreement, dated as of April
8, 2005, among the Company, JPMorgan Chase Bank, N.A., as Agent, Deutsche
Bank Trust Company Americas, as Second Lien Agent, Wilmington Trust
Company, as Junior Lien Agent, and National City Bank, as Bank.
4. Amended and Restated Lock-Box and Depository Agreement, dated as of April
8, 2005, among Goodyear International Corporation, JPMorgan Chase Bank,
N.A., as Agent, Deutsche Bank Trust Company Americas, as Second Lien
Agent, Wilmington Trust Company, as Junior Lien Agent, and National City
Bank, as Bank.
5. Amended and Restated Depository Agreement, dated as of April 8, 2005,
among the Company, JPMorgan Chase Bank, N.A., as Agent, Deutsche Bank
Trust Company Americas, as Second Lien Agent, Wilmington Trust Company, as
Junior Lien Agent, and Citibank, N.A., as Depository Bank.
6. Amended and Restated Depository Agreement, dated as of April 8, 2005,
among Goodyear International Corporation, JPMorgan Chase Bank, N.A., as
agent, Deutsche Bank Trust Company Americas, as Second Lien Agent,
Wilmington Trust Company, as Junior Lien Agent, and Citibank, N.A., as
Depository Bank.
7. Amended and Restated Multi-Party Lockbox Agreement, dated as of April 8,
2005, among the Company, JPMorgan Chase Bank, N.A., as Agent, Deutsche
Bank Trust Company Americas, as Second Lien Agent, Wilmington Trust
Company, as Junior Lien Agent, and The Northern Trust Company, as Bank.
8. Amended and Restated Deposit Account Control Agreement (with Future
Notification), dated as of April 8, 2005, among Wachovia Bank, National
Association, as Depository Bank, the Company, JPMorgan Chase Bank, N.A.,
as Agent, Deutsche Bank Trust Company Americas, as Second Lien Agent, and
Wilmington Trust Company, as Junior Lien Agent.
EXHIBIT D
Delaware Companies
1. Belt Concepts of America, Inc. (Delaware)
2. Celeron Corporation (Delaware)
3. Cosmoflex, Inc. (Delaware)
4. Divested Companies Holding Company (Delaware)
5. Goodyear Engineered Products International Inc. (Delaware)
6. Goodyear Engineered Products Thailand Inc. (Delaware)
7. Goodyear International Corporation (Delaware)
8. Goodyear Western Hemisphere Corporation (Delaware)
9. The Kelly-Springfield Tire Corporation (Delaware)
10. Wheel Assemblies Inc. (Delaware)
11. Wingfoot Ventures Eight Inc. (Delaware)
EXHIBIT E
Material Agreements
1. Indenture, dated as of March 15, 1996, between the Company and JPMorgan
Chase Bank, as Trustee, as supplemented on December 3, 1996 in respect of
$250,000,000 principal amount of the Company's 6 5/8% Notes due 2006,
March 11, 1998 in respect of $150,000,000 principal amount of the
Company's 7% Notes due 2028, and March 17, 1998 in respect of $100,000,000
principal amount of the Company 6 3/8% Notes due 2008.
2. Indenture, dated March 1, 1999, between the Company and JPMorgan Chase
Bank, as Trustee, as supplemented on March 14, 2000 in respect of
$300,000,000 principal amount of the Company's 8 1/8% Notes due 2003 and
$300,000,000 principal amount of the Company's 8 1/2% Notes due 2007 and
on August 15, 2001, in respect of $650,000,000 principal amount of the
Company's 7 6/7% Notes due 2011.
3. Umbrella Agreement, dated as of June 14, 1999 (and Amendment No. 1 dated
as of January 1, 2003, Amendment No. 2 dated as of April 7, 2003, and
Amendment No. 3 dated as of July 15, 2004), between the Company and
Sumitomo Rubber Industries, Ltd.
4. Joint Venture Agreement for Europe, dated as of June 14, 1999 (and
Amendment No. 1 dated as of September 1, 1999), among the Company,
Goodyear S.A., a French corporation, Goodyear S.A., a Luxembourg
corporation, Goodyear Canada Inc., Sumitomo Rubber Industries, Ltd., and
Sumitomo Rubber Europe B.V.
5. Shareholders Agreement for the Europe JVC, dated as of June 14, 1999 (and
Amendment No. 1 dated as of April 21, 2000, Amendment No. 2, dated as of
July 15, 2004, and Amendment No. 3, date as of August 30,2005), among the
Company, Goodyear S.A., a French corporation, Goodyear S.A., a Luxembourg
corporation, Goodyear Canada Inc., and Sumitomo Rubber Industries, Ltd.
6. Indenture dated as of March 12, 2004, among the Company, the subsidiary
guarantors thereunder and Wells Fargo Bank, N.A., as trustee, in respect
of $400,000,000 principal amount of the Company's 11% Senior Secured Notes
due 2011, and $250,000,000 principal amount of the Company's Senior
Secured Floating Rate Notes due 2011.
7. Indenture dated as of July 2, 2004, among the Company and Wells Fargo
Bank, N.A., as trustee, in respect of $350,000,000 principal amount of the
Company's 4.00% Convertible Senior Notes due 2034.
8. Third Lien Credit Agreement, dated as of April 8, 2005, among the Company,
the subsidiary guarantors party thereto, the Lenders party thereto and JP
Morgan
Chase Bank, N.A., as collateral agent.
9. Indenture, dated as of June 23, 2005 among Goodyear, the subsidiary
guarantors party thereto and Wells Fargo Bank, N.A., as trustee, in
respect of $400,000,000 principal amount of the Company's 9% Senior Notes
due 2015.
10 Indenture, dated as of November 21, 2006, among Goodyear, the subsidiary
guarantors party thereto and Wells Fargo Bank, N.A., as trustee, in
respect of $500,000,000 principal amount of the Company's Senior Floating
Rate Notes due 2009, and $500,000,000 principal amount of the Company's
8.625% Senior Notes due 2011.
D-2
EXHIBIT F
Pledged Securities
1. Certificate number 8, dated March 28, 2003, evidencing ownership by The
Goodyear Tire & Rubber Company of 25 shares of common stock of Dapper Tire
Co., Inc.
2. Certificate number 9, dated March 28, 2003, evidencing ownership by The
Goodyear Tire & Rubber Company of 50 shares of common stock of Dapper Tire
Co., Inc.
3. Certificate number 1, dated December 16, 1987, evidencing ownership by The
Goodyear Tire & Rubber Company of 100 shares of common stock of Divested
Companies Holding Company.
4. Certificate number 69, dated March 28, 2003, evidencing ownership by The
Goodyear Tire & Rubber Company of 1,000 shares of common stock of Goodyear
Farms, Inc.
5. Certificate number 1, dated April 18, 1972, evidencing ownership by The
Goodyear Tire & Rubber Company of 50 shares of common stock of Goodyear
International Corporation.
6. Certificate number 2, dated July 11, 1929, evidencing ownership by The
Goodyear Tire & Rubber Company of 100 shares of common stock of Goodyear
International Corporation.
7. Certificate number 3, dated March 28,2003, evidencing ownership by The
Goodyear Tire & Rubber Company of 11 shares of common stock of Wingfoot
Ventures Eight Inc.
8. Certificate number 2, dated March 28, 2003, evidencing ownership by The
Goodyear Tire & Rubber Company of 100 shares of common stock of Belt
Concepts of America, Inc.
9. Certificate number 4, dated March 28, 2003, evidencing ownership by
Divested Companies Holding Company of 1,620 shares of common stock of
Divested Litchfield Park Properties, Inc.
EXHIBIT G
Pledged Notes
1. Subordinated Promissory Note, dated December 21, 2001, in the principal
amount of $8,100,000, from Eliokem, Inc. to the Company.
2. Second Amended and Restated Note, dated March 11, 2003, in the principal
amount of $23,000,000, from T&WA, Inc. to the Company.
3. Second Amended Promissory Note, dated March 11, 2003, in the principal
amount of $25,000,000, from T&WA, Inc. to the Company.
EXHIBIT E-2
FORM OF OPINION OF THE GENERAL COUNSEL,
THE ASSOCIATE GENERAL COUNSEL OR
AN ASSISTANT GENERAL COUNSEL OF GOODYEAR
SEE ATTACHED
April 20,2007
The Lenders party to the Credit Agreements
referred to below and JPMorgan
Chase Bank N.A., as Administrative Agent
One Chase Manhattan Plaza
8th Floor
New York, New York 10081
Ladies and Gentlemen:
I am the Senior Vice President, General Counsel and Secretary of The
Goodyear Tire & Rubber Company, an Ohio corporation (the "Company"), and am
rendering the opinions set forth below in connection with (i) the Amended and
Restated First Lien Credit Agreement, dated as of April 20, 2007 (the "First
Lien Credit Agreement"), among the Company, certain lenders party thereto,
certain issuing banks party thereto, JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent ("JPMCB"), and Citicorp USA, Inc., as
syndication agent, (ii) the Amended and Restated Second Lien Credit Agreement,
dated as of April 20, 2007 (the "Second Lien Credit Agreement"), among the
Company, certain lenders party thereto, Deutsche Bank Trust Company Americas, as
collateral agent, and JPMCB, as administrative agent, (iii) the Amended and
Restated Revolving Credit Agreement, dated as of April 20, 2007 (the "European
Facilities Credit Agreement"), among the Company, Goodyear Dunlop Tires Europe
B.V. (the "European J.V."), Goodyear Dunlop Tires Germany GmbH ("GTDG"),
Goodyear GmbH & Co. KG ("Goodyear KG"), Dunlop GmbH & Co. KG ("Dunlop KG") and
Goodyear Luxembourg Tires SA ("Lux Tires" and, collectively together with the
Company, Dunlop KG, Goodyear KG, GTDG and the European J.V., the "European
Facilities Borrowers"), certain lenders party thereto, J.P. Morgan Europe
Limited, as administrative agent, and JPMCB, as collateral agent. The First Lien
Credit Agreement, the Second Lien Credit Agreement, and the European Facilities
Credit Agreement are collectively referred to as the "Credit Agreements." This
opinion is delivered to you pursuant to Section 4.01(a)(ii) of each of the First
Lien Credit Agreement and the Second Lien Credit Agreement, and pursuant to
Section 4.01(b)(ii) of the European Facilities Credit Agreement.
I have reviewed or caused to be reviewed (i) the Credit Agreements,
(ii) the First Lien Guarantee and Collateral Agreement, dated as of April 8,
2005, among the
Company, the subsidiaries of the Company identified therein and JPMCB, as
collateral agent, as reaffirmed and amended by the Reaffirmation Agreement,
dated as of April 20, 2007, among the Company, the subsidiaries of the Company
identified therein and JPMCB, as collateral agent, (iii) the Second Lien
Guarantee and Collateral Agreement, dated as of April 8, 2005, among the
Company, the subsidiaries of the Company identified therein and Deutsche Bank
Trust Company Americas, as collateral agent ("DBTCA"), as reaffirmed and amended
by the Reaffirmation Agreement, dated as of April 20, 2007, among the Company,
the subsidiaries of the Company identified therein and DBTCA, as collateral
agent (iv) the Collateral Agreement, dated as of March 12, 2004, among the
Company, the subsidiaries of the Company identified therein and Wilmington Trust
Company, as collateral agent, (v) the Accession Agreements, each of which is
dated as of April 8, 2005, in respect of the Obligations (as defined under each
Credit Agreement), (vi) the Master Guarantee and Collateral Agreement, dated as
of March 31, 2003, as amended and restated as of February 20, 2004, as further
amended and restated as of April 8, 2005 and as further amended and restated as
of April 20, 2007 (the "MGCA"), (vii) the perfection certificates, dated April
20,2007, delivered by the Company pursuant to Section 4.01(i)(i) of each of the
First Lien Credit Agreement and the Second Lien Credit Agreement, (viii) the
mortgages identified on Exhibit C, (ix) the Lenders Lien Subordination and
Intercreditor Agreement, dated as of April 8, 2005, among JPMCB, as collateral
agent for the First Lien Secured Parties referred to therein, Deutsche Bank
Trust Company Americas, as collateral agent for the Second Lien Secured Parties
referred to therein, the Company and the subsidiaries of the Company named
therein, (x) the Lien Subordination and Intercreditor Agreement, dated as of
March 12, 2004 (the "LSIA"), among JPMCB, as Credit Facilities Collateral Agent
(as defined therein), Wilmington Trust Company, as Initial Junior Indebtedness
Collateral Agent (as defined therein), the Company and the subsidiaries of the
Company named therein, (xi) the Notices of Designation in respect of the
Obligations (as defined under each Credit Agreement) incurred under each Credit
Agreement, from the Company to JPMCB, as Credit Facilities Collateral Agent (as
defined in the LSIA), and Wilmington Trust Company, as Initial Junior
indebtedness Collateral Agent (as defined in the LSIA), (xii) the Amendment and
Restatement Agreement, dated as of April 20, 2007 (the "Amendment Agreement"),
in respect of the European Facilities Credit Agreement and the MGCA, (xiii) the
Master Assignment and Acceptance, effective as of April 20, 2007, among the
parties identified as assignors therein, JPMCB, as assignee, the Company and the
European Facilities Borrowers, (xiv) the European Facilities Credit Agreement as
in effect immediately prior to the effectiveness of the amendment and
restatement thereof contemplated by the Amendment Agreement, and (xv) such
corporate records, certificates and other documents, and such questions of law,
as I have deemed necessary or appropriate for the purposes of this opinion. The
agreements, documents and instruments referred to in clauses (i) through (xiv)
are referred to in this opinion each as a "Document" and collectively as the
"Documents." The Documents referred to in clauses (ii), (iii), (iv) and (vi) are
referred to in this opinion collectively as the "Guarantee and Collateral
Agreements".
I have assumed that all signatures are genuine, that all documents
submitted to me as originals are authentic and that all copies of documents
submitted to me conform to the originals. I have assumed further that each of
the Secured Parties (as defined under each of the Guarantee and Collateral
Agreements) has duly authorized, executed and
-2-
delivered the Documents to which it is a party and that each such Document is
the valid and binding obligation of such Secured Party, enforceable against such
Secured Party in accordance with its terms.
Based upon the foregoing and subject to the qualifications and
assumptions set forth below, I am of the opinion that:
1. The Company, the Grantors identified on Exhibit A hereto and the
Subsidiary Guarantors identified on Exhibit B hereto (each a "Credit Party" and
together the "Credit Parties") are duly organized, validly existing and in good
standing under the laws of their respective jurisdictions of organization and
that each Credit Party has the power and authority to execute and deliver the
Documents to which it is a party and to consummate the transactions contemplated
thereby.
2. Each of the Credit Parties has duly authorized, executed and
delivered the Documents to which it is a party.
3. No consent, approval, authorization or other action by or filing
with any governmental agency or instrumentality of the State of Ohio is required
on the part of any Credit Party for the execution and delivery of any Document
to which such Credit Party is a party or the consummation of the transactions
contemplated thereby, except (i) those already obtained or made and (ii) such
filings and other actions as are required to perfect the security interests and
liens granted under the Documents and the other Credit Documents (as defined
under each Credit Agreement).
4. The execution and delivery by each Credit Party of each Document
to which such Credit Party is a party and the consummation of the transactions
contemplated thereby do not (i) violate any Ohio statute, law, rule or
regulation to which such Credit Party is subject or (ii) breach the provisions
of such Credit Party's certificate of incorporation, certificate of formation,
by-laws, limited liability company agreement or other organizational documents,
as applicable.
The foregoing opinion is subject to the following qualifications.
(a) I express no opinion as to any Federal or state securities or
Blue Sky laws or as to any anti-fraud laws. I express no opinion as to
compliance with Federal or state securities or Blue Sky laws upon a default or
realization upon the Collateral (as defined under each of the Guarantee and
Collateral Agreements) under any of the Guarantee and Collateral Agreements.
(b) I express no opinion as to any tax laws or the Employee
Retirement Income Security Act of 1974.
(c) I express no opinion as to the Federal Aviation Act of 1958, as
amended from time to time and as re-codified in Title 49 of the United States
Code.
-3-
In rendering the foregoing opinions, the examination of law referred
to above has been limited to, and I express no opinions as to matters under or
involving any laws other than, the laws of the State of Ohio.
This opinion is given solely for your benefit and may not be relied
upon by any other person without my written consent.
Very truly yours,
-4-
Exhibit A
Grantors
1. Belt Concepts of America, Inc. (Delaware)
2. Cosmoflex, Inc. (Delaware)
3. Dapper Tire Co., Inc. (California)
4. Divested Companies Holding Company (Delaware)
5. Divested Litchfield Park Properties, Inc. (Arizona)
6. Goodyear Farms, Inc. (Arizona)
7. Goodyear International Corporation (Delaware)
8. The Goodyear Tire & Rubber Company (Ohio)
9. The Kelly-Springfield Tire Corporation (Delaware)
10. Wingfoot Commercial Tire Systems, LLC (Ohio)
11. Wingfoot Ventures Eight Inc. (Delaware)
Exhibit B
Subsidiary Guarantors
1. Belt Concepts of America, Inc. (Delaware)
2. Celeron Corporation (Delaware)
3. Cosmoflex, Inc. (Delaware)
4. Dapper Tire Co., Inc. (California)
5. Divested Companies Holding Company (Delaware)
6. Divested Litchfield Park Properties, Inc. (Arizona)
7. Goodyear Engineered Products International Inc. (Delaware)
8. Goodyear Engineered Products Thailand Inc. (Delaware)
9. Goodyear Farms, Inc. (Arizona)
10. Goodyear International Corporation (Delaware)
11. Goodyear Western Hemisphere Corporation (Delaware)
12. The Kelly-Springfield Tire Corporation (Delaware)
13. Wheel Assemblies Inc. (Delaware)
14. Wingfoot Commercial Tire Systems, LLC (Ohio)
15. Wingfoot Ventures Eight Inc. (Delaware)
Exhibit C
Mortgages
1. Amended and Restated First Priority Mortgage (With Power of Sale),
Assignment of Leases and Rents, Security Agreement and Financing
Statement, dated as of April 20,2007 from The Goodyear Tire & Rubber
Company to JPMorgan Chase Bank, N.A. regarding premises in Lawton,
Oklahoma.
2. Amended and Restated First Priority Open-End Mortgage, Assignment of
Leases and Rents, Security Agreement and Financing Statement, dated as of
April 20, 2007 from The Goodyear Tire & Rubber Company to JPMorgan Chase
Bank, N.A. regarding premises in Akron, Ohio.
3. Amended and Restated First Priority Mortgage, Assignment of Leases and
Rents, Security Agreement and Financing Statement, dated as of April 20,
2007 from The Goodyear Tire & Rubber Company to JPMorgan Chase Bank, N.A.
regarding premises in Topeka, Kansas.
4. Amended and Restated First Priority Fee and Leasehold Mortgage, Assignment
of Leases and Rents, Security Agreement and Financing Statement, dated as
of April 20,2007 from The Goodyear Tire & Rubber Company to JPMorgan Chase
Bank, N.A. regarding premises in Gadsden, Alabama.
5. Amended and Restated First Priority Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Financing Statement, dated as of April
20,2007 from The Goodyear Tire & Rubber Company to Mark A. Rosser, as
Trustee for the benefit of JPMorgan Chase Bank, N.A. regarding premises in
Union City, Tennessee.
6. Amended and Restated First Priority Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Financing Statement, dated as of April
20,2007 from The Goodyear Tire & Rubber Company to James DeBoer, as
Trustee for the benefit JPMorgan Chase Bank, N.A. regarding premises in
Danville, Virginia.
7. Amended and Restated First Priority Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Financing Statement, dated as of April
20, 2007 from The Kelly-Springfield Tire Corporation to First American
Title Insurance Company, as Trustee for the benefit of JPMorgan Chase
Bank, N.A, regarding premises in Fayetteville, North Carolina.
8. Amended and Restated First Priority Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Financing Statement, dated as of April
20,2007 from The Goodyear Tire & Rubber Company to First American Title
Insurance Company, as Trustee for the benefit of JPMorgan Chase Bank, N.A.
regarding premises in Caswell County, North Carolina.
9. Amended and Restated Second Priority Mortgage (With Power of Sale),
Assignment of Leases and Rents, Security Agreement and Financing
Statement, dated as of April 20,2007 from The Goodyear Tire & Rubber
Company to Deutsche Bank Trust Company Americas regarding premises in
Lawton, Oklahoma.
10. Amended and Restated Second Priority Open-End Mortgage, Assignment of
Leases and Rents, Security Agreement and Financing Statement, dated as of
20, 2007 from The Goodyear Tire & Rubber Company to Deutsche Bank Trust
Company Americas regarding premises in Akron, Ohio.
11. Amended and Restated Second Priority Mortgage, Assignment of Leases and
Rents, Security Agreement and Financing Statement, dated as of 20, 2007
from The Goodyear Tire & Rubber Company to Deutsche Bank Trust Company
Americas regarding premises in Topeka, Kansas.
12. Amended and Restated Second Priority Fee and Leasehold Mortgage,
Assignment of Leases and Rents, Security Agreement and Financing
Statement, dated as of 20, 2007 from The Goodyear Tire & Rubber Company to
Deutsche Bank Trust Company Americas regarding premises in Gadsden,
Alabama.
13. Amended and Restated Second Priority Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Financing Statement, dated as of April
20, 2007 from The Goodyear Tire & Rubber Company to Mark A. Rosser, as
Trustee for the benefit of Deutsche Bank Trust Company Americas regarding
premises in Union City, Tennessee.
14. Amended and Restated Second Priority Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Financing Statement, dated as of April
20, 2007 from The Goodyear Tire & Rubber Company to James DeBoer, as
Trustee for the benefit of Deutsche Bank Trust Company Americas regarding
premises in Danville, Virginia.
15. Amended and Restated Second Priority Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Financing Statement, dated as of April
20, 2007 from The Kelly-Springfield Tire Corporation to First American
Title Insurance Company, as Trustee for the benefit of Deutsche Bank Trust
Company Americas regarding premises in Fayetteville, North Carolina.
16. Amended and Restated Second Priority Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Financing Statement, dated as of April
20, 2007 from The Goodyear Tire & Rubber Company to First American Title
Insurance Company, as Trustee for the benefit of Deutsche Bank Trust
Company Americas regarding premises in Caswell County, North Carolina.
EXHIBIT F
FORM OF
REAFFIRMATION AGREEMENT dated as of April 20, 2007 (this
"Agreement"), among THE GOODYEAR TIRE & RUBBER COMPANY
("Goodyear"), the other Subsidiaries of THE GOODYEAR TIRE &
RUBBER COMPANY identified as Grantors and Guarantors under the
Security Documents referred to below (collectively with
Goodyear, the "Reaffirming Parties") DEUTSCHE BANK TRUST
COMPANY AMERICAS, as Collateral Agent and JPMORGAN CHASE BANK,
N.A. as Administrative Agent under the Restated Credit
Agreement referred to below.
Goodyear has requested that the Second Lien Credit Agreement dated
as of April 8, 2005, among Goodyear, the Lenders party thereto, Deutsche Bank
Trust Company Americas, as Collateral Agent, and JPMorgan Chase Bank, N.A., as
Administrative Agent (the "Credit Agreement"), be amended and restated in the
form of the Amended and Restated Second Lien Credit Agreement dated as of the
date hereof among Goodyear, the Lenders party thereto, Deutsche Bank Trust
Company Americas, as Collateral Agent, and JPMorgan Chase Bank, N.A., as
Administrative Agent (the "Restated Credit Agreement"), and that the Guarantee
and Collateral Agreement (as defined in the Credit Agreement) be amended as set
forth in Section l(b) below. Capitalized terms used but not defined herein have
the meaning given them by the Restated Credit Agreement.
Each of the Reaffirming Parties is party to one or more of the
Security Documents referred to in the Credit Agreement, and each Reaffirming
Party expects to realize, or has realized, substantial direct and indirect
benefits as a result of the Restated Credit Agreement becoming effective and the
consummation of the transactions contemplated thereby. The execution and
delivery of this Agreement is a condition precedent to the effectiveness of the
Restated Credit Agreement and the consummation of the transactions contemplated
thereby.
In consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto hereby agree, on the terms and
subject to the conditions set forth herein, as follows:
SECTION 1. Reaffirmation. (a) Each of the Reaffirming Parties
confirms that (i) the security interests granted by it under the Security
Documents and in existence immediately prior to the Restatement Date shall
continue in full force and effect on the terms of the respective Security
Documents and (ii) on the Restatement Date the Obligations under the Restated
Credit Agreement shall constitute "Obligations" under the Guarantee and
Collateral Agreement as amended by paragraph (b) below (as so amended, the
"Amended GCA") and "secured obligations" (however defined) under the other
Security Documents (subject to any limitations set forth in the Amended GCA or
such other Security Documents). Each party hereto confirms that the intention of
the parties is
2
that each of the Guarantee and Collateral Agreement and each other Security
Document shall not terminate on the Restatement Date and shall continue in full
force and effect as amended or amended and restated by the Restated Credit
Agreement, this Agreement or otherwise.
(b) The references to Section "6.06(e)" and "6.06(f)" of the Credit
Agreement in Section 12.13(d) of the Guarantee and Collateral Agreement are
hereby replaced with references to Section "6.04(d)".
(c) On the Restatement Date, (i) the term "Credit Agreement", as
used in the Security Documents, shall mean the Restated Credit Agreement and
(ii) the terms "Agreement", "this Agreement", "herein", "hereinafter", "hereto",
"hereof and words of similar import, as used in the Amended GCA, shall, unless
the context otherwise requires, refer to the Guarantee and Collateral Agreement
as amended hereby.
SECTION 2. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 3. 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. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.
SECTION 4. Expenses. Goodyear agrees to reimburse the Administrative
Agent and the Collateral Agent for all reasonable out-of-pocket expenses
incurred by it in connection with this Agreement, including the reasonable fees,
charges and disbursements of Cravath, Swaine & Moore LLP and other counsel for
the Administrative Agent and the Collateral Agent.
SECTION 5. Headings. The headings of this Agreement are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 6. No Novation. Neither this Agreement nor the execution,
delivery or effectiveness of the Restated Credit Agreement shall extinguish the
obligations for the payment of money outstanding under the Restated Credit
Agreement or the Credit Agreement or discharge or release the Lien or priority
of any Security Document or any other security therefor. Nothing herein
contained shall be construed as a substitution or novation of the obligations
outstanding under the Restated Credit Agreement or the Credit Agreement or
instruments securing the same, which shall remain in full force and effect,
except to any extent modified hereby or by instruments executed concurrently
herewith. Nothing implied in this Agreement, the Restated Credit Agreement or in
any other document contemplated hereby or thereby shall be construed as a
release or other discharge of the Borrower or any Guarantor or any Grantor under
3
any Security Document from any of its obligations and liabilities under the
Restated Credit Agreement or the Security Documents. Each of the Restated Credit
Agreement and the Security Documents shall remain in full force and effect,
until (as applicable) and except to any extent modified hereby or by the
Amendment Agreement or in connection herewith and therewith.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.
THE GOODYEAR TIRE & RUBBER COMPANY,
by
---------------------------------
Name:
Title:
THE GOODYEAR TIRE & RUBBER COMPANY
SECOND LIEN REAFFIRMATION AGREEMENT
5
JPMORGAN CHASE BANK, N.A., as
Administrative Agent,
by
---------------------------------
Name:
Title:
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Collateral Agent,
by
---------------------------------
Name:
Title:
by
---------------------------------
Name:
Title:
THE GOODYEAR TIRE & RUBBER COMPANY
SECOND LIEN REAFFIRMATION AGREEMENT
6
GRANTORS AND GUARANTORS
BELT CONCEPTS OF AMERICA, INC.,
by
---------------------------------
Name:
Title:
CELERON CORPORATION,
by
---------------------------------
Name:
Title:
COSMOFLEX, INC.,
by
---------------------------------
Name:
Title:
DAPPER TIRE CO, INC.,
by
---------------------------------
Name:
Title:
THE GOODYEAR TIRE & RUBBER COMPANY
SECOND LIEN REAFFIRMATION AGREEMENT
7
DIVESTED COMPANIES HOLDING COMPANY,
by
---------------------------------
Name:
Title:
by
---------------------------------
Name:
Title:
DIVESTED LITCHFIELD PARK PROPERTIES, INC.,
by
---------------------------------
Name:
Title:
by
---------------------------------
Name:
Title:
GOODYEAR ENGINEERED PRODUCTS CANADA, INC.,
by
---------------------------------
Name:
Title:
GOODYEAR ENGINEERED PRODUCTS
INTERNATIONAL, INC.,
by
---------------------------------
Name:
Title:
THE GOODYEAR TIRE & RUBBER COMPANY
SECOND LIEN REAFFIRMATION AGREEMENT
8
GOODYEAR ENGINEERED PRODUCTS THAILAND, INC.,
by
---------------------------------
Name:
Title:
GOODYEAR FARMS, INC.,
by
---------------------------------
Name:
Title:
GOODYEAR INTERNATIONAL CORPORATION,
by
---------------------------------
Name:
Title:
GOODYEAR WESTERN HEMISPHERE CORPORATION,
by
---------------------------------
Name:
Title:
THE KELLY-SPRINGFIELD TIRE CORPORATION,
by
---------------------------------
Name:
Title:
THE GOODYEAR TIRE & RUBBER COMPANY
SECOND LIEN REAFFIRMATION AGREEMENT
9
WHEEL ASSEMBLIES INC.,
by
---------------------------------
Name:
Title:
WINGFOOT COMMERCIAL TIRE SYSTEMS, LLC,
by
---------------------------------
Name:
Title:
WINGFOOT VENTURES EIGHT INC.,
by
---------------------------------
Name:
Title:
GOODYEAR CANADA INC.,
by
---------------------------------
Name:
Title:
by
---------------------------------
Name:
Title:
THE GOODYEAR TIRE & RUBBER COMPANY
SECOND LIEN REAFFIRMATION AGREEMENT
EXHIBIT G
FORM OF RESTATEMENT DATE
PERFECTION CERTIFICATE
Reference is made to (i) the Amended and Restated Second Lien Credit
Agreement, dated as of April 20, 2007 (the "Credit Agreement"), among The
Goodyear Tire & Rubber Company (the "Borrower"), the Lenders party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent, and (ii) the Reaffirmation
Agreement, dated as of April 20, 2007 (the "Reaffirmation Agreement"), among the
Borrower, the Subsidiaries of the Borrower named therein and Deutsche Bank Trust
Company Americas, as collateral agent (in such capacity, the "Collateral
Agent"). Capitalized terms used but not defined herein have the meanings
assigned in the Credit Agreement.
The undersigned, a Financial Officer and a legal officer,
respectively, of the Borrower, hereby certifies to the Collateral Agent and each
other Secured Party, as follows:
1. Names. (a) Set forth below is the exact legal name of (i) each
Domestic Subsidiary and each other North American Subsidiary, in each case other
than any Subsidiary that (A) is an Excluded Subsidiary, (B) is a Consent
Subsidiary, or (C) has consolidated assets not greater than $10,000,000 as of
December 31, 2006, or, if later, as of the end of the most recent fiscal quarter
for which financial statements have been delivered pursuant to Section 5.01(a)
or (b) of the Credit Agreement, and (ii) any other Grantor:
(b) Set forth below is the exact legal name of each Domestic
Subsidiary and each other North American Subsidiary, in each case that (a) has
consolidated assets not greater than $10,000,000, as of December 31, 2006, or,
if later, as of the end of the most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 5.01(a) or (b) of the Credit
Agreement, and (c) is not a Consent Subsidiary or an Excluded Subsidiary:
(c) Schedule 1 hereto sets forth the legal name of each Consent
Subsidiary.
(d) Set forth below is each legal name (other than the one provided
in Section 1) that each Grantor has had in the five years preceding the
Restatement Date, together with the date of the relevant change:
(e) The following is a list of all other names (including trade
names or similar appellations) used by each Grantor in connection with the
conduct of its business or the ownership of its properties at any time during
the five years preceding the Restatement Date:
2
Grantor Other Names
- ---------- ------------------------
(f) Set forth below is the organizational identification number, if
any, as of the date hereof, issued by the jurisdiction of formation of each
Grantor that is a registered organization:
Organizational
Grantor Jurisdiction Identification Number
- --------------- ------------ -------------------------
(g) Set forth below is the US Federal Taxpayer Identification Number
of each Grantor as of the date hereof:
3
Federal Taxpayer
Grantor Identification Number
- ---------- ----------------------------
2. Current Locations. (a) The chief executive office of each Grantor
as of the date hereof is located at the address set forth opposite its name
below:
Grantor Mailing Address County
- --------------- ------------------- -------------
3. Stock Ownership and other Equity Interests. Schedule 3A hereto is
a true and correct list of all the Equity Interests in Subsidiaries (other than
Equity Interests in Luxembourg Finance and Excluded Equity Interests) owned by
any Grantor as of the date hereof and required to be pledged under the Guarantee
and Collateral Agreement and the record and beneficial owners of such Equity
Interests. Schedule 3B hereto is a true and correct list of all Excluded Equity
Interests owned by any Grantor as of the date hereof.
4
4. Debt Instruments. Schedule 4 hereto is a true and correct list of
all Instruments constituting Article 9 Collateral as of the date hereof and
representing Indebtedness in excess of $3,000,000.
5. US Intellectual Property. Schedule 5(A) hereto sets forth
information sufficient for filing in proper form with the United States Patent
and Trademark Office with respect to all of the Material Intellectual Property
of each Grantor (other than Goodyear Canada, Inc.) consisting of US Patents and
US Trademarks, including the name of the registered or beneficial owner, the
registration or patent number, and the registration date or date granted for
each such Patent and Trademark owned by any such Grantor. Schedule 5(B) hereto
sets forth information sufficient for filing in proper form with the United
States Copyright Office with respect to all of each Grantor's Material
Intellectual Property consisting of Copyrights, including the name of the
registered owner, the registration number and the registration date of each
Copyright owned by any such Grantor.
6. Canadian Intellectual Property. Schedule 6 hereto sets forth
information sufficient for filing in proper form with the Canadian Intellectual
Property Office with respect to all of the Material Intellectual Property of
each Grantor consisting of Canadian Trademarks, including the name of the
registered or beneficial owner, the registration number and the registration
date or date granted for each such owned by any such Grantor.
7. Deposit Accounts. Schedule 7 hereto is a true and correct list of
all Deposit Accounts that constitute Collateral as of the date hereof and are
maintained by each Grantor, including the name of the depositary institution,
the type of account and the account number (with each Deposit Account which is
not part of the Lockbox System indicated by an "N").
5
IN WITNESS WHEREOF, the undersigned have duly executed this
perfection certificate on this _______ day of April, 2007.
THE GOODYEAR TIRE & RUBBER COMPANY,
by
---------------------------------
Name:
Title:
by
---------------------------------
Name: C. Thomas Harvie
Title: Senior Vice President,
General Counsel & Secretary
SCHEDULE 1
Consent Subsidiaries
2
SCHEDULE 3A
Pledged Equity Interests
3
SCHEDULE 3B
Excluded Equity Interests
4
SCHEDULE 4
Debt Instruments
5
SCHEDULE 5A
Material US Patents and Trademarks
6
SCHEDULE 5B
Material US Copyrights
7
SCHEDULE 6
Material Canadian Trademarks
8
SCHEDULE 7
Deposit Accounts