EXHIBIT 10.1
AMENDMENT NO. 3 TO
SHAREHOLDERS AGREEMENT FOR THE EUROPE JVC
This Amendment No. 3 to the Shareholders Agreement for the Europe JVC dated as
of June 14, 1999 ("EUROPE SHAREHOLDERS AGREEMENT") is dated as of August 30,
2005 ("AMENDMENT NO. 3") and is by and between The Goodyear Tire & Rubber
Company, a company organized and existing under the laws of the State of Ohio of
The United States of America, Goodyear S.A., a company organized and existing
under the laws of the Republic of France, Goodyear S.A., a company organized and
existing under the laws of the Grand Duchy of Luxembourg, Goodyear Canada Inc.,
a company organized and existing under the laws of the Province of Ontario of
Canada and Sumitomo Rubber Industries, Ltd., a company organized and existing
under the laws of Japan.
WITNESSETH:
WHEREAS, the Parties desire to amend a certain provision of the Europe
Shareholders Agreement.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. CHANGE TO DEBT TO DEBT PLUS EQUITY RATIOS
The Parties hereby amend Article 6.2 of the Europe Shareholders Agreement
so as to delete the current text thereof and restate such Article as
follows:
"6.2 Debt/equity ratios.
(i) The Company and its Affiliates controlled by it, on a
consolidated basis, will be financed and managed so that, for
the Company, at the operational start-up date of the Alliance
the consolidated debt of the Company will not exceed forty
percent (40%) of the sum of the Company's consolidated debt
and the Company's consolidated shareholders' equity (the "debt
to debt plus equity ratio").
(ii) Subject to Article 6.2 paragraph (iii), following the
operational start-up date of the Alliance the debt to debt
plus equity ratio will not exceed forty percent (40%), save
that temporary fluctuations above this level will be permitted
provided that the Company has a plan to reduce its debt to
debt plus equity ratio to forty percent (40%) or below within
nine (9) months. If the debt to debt plus equity ratio exceeds
forty percent (40%) for a continuous period in excess of nine
(9) months, then the Parties will proceed to issue Equity
Capital as provided in Article 6.3(i)(C).
(iii) For a five year period commencing on the date of the Amendment
No. 3 to this Shareholders Agreement (the "AMENDMENT NO. 3")
and ending on the day immediately prior the fifth anniversary
of the date of the Amendment No. 3, the debt to debt plus
equity ratio may exceed forty percent (40%) but may not exceed
fifty percent (50%), save that temporary fluctuations above
fifty percent (50%) will be permitted provided that the
Company has a plan to reduce its debt to debt plus equity
ratio to fifty percent (50%) or below within nine (9) months
or, if earlier, prior to the end of such five year period. If
the debt to debt plus equity ratio exceeds fifty percent (50%)
for a continuous period in excess of nine (9) months, then the
Parties will proceed to issue Equity Capital as provided in
Article 6.3(i)(C).
For the purpose of this Article 6.2, the term "debt" shall mean borrowing
from banks and shareholders and long-term financial lease obligations."
2. GENERAL
2.1 The Parties hereby amend the Europe Shareholders Agreement to give
effect to the provisions of this Amendment No. 3 but in all other
respects the other terms and conditions of the Europe Shareholders
Agreement shall continue without change.
2.2 The Parties hereby acknowledge that expressions used in this
Amendment No. 3 will have the same meanings as are ascribed thereto
in the Europe Shareholders Agreement unless otherwise specifically
defined herein.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 3 to the
Europe Shareholders Agreement to be duly executed as of August 30, 2005.
THE GOODYEAR TIRE & RUBBER COMPANY
By: /s/ J. M Gingo
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J. M Gingo
Title: Executive Vice President
Quality Systems and
Chief Technical Officer
Attest: /s/ Anthony E. Miller
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Anthony E. Miller
Title: Assistant Secretary
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GOODYEAR S.A.,
a French corporation
By: /s/ Philippe P. Degeer
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Philippe P. Degeer
Title: Chairman of the Board
GOODYEAR S.A.,
a Luxembourg corporation
By: /s/ Michael J. Roney
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Michael J. Roney
Title: President of the Board of Directors
By: /s/ Hermann Lange
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Hermann Lange
Title: Finance Director
GOODYEAR CANADA INC.
By: /s/ J. S. Coulter
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J. S. Coulter
Title: President
By: /s/ R. M. Hunter
--------------------------------------
R. M. Hunter
Title: Assistant Secretary
SUMITOMO RUBBER INDUSTRIES, LTD.
By: /s/ Ryochi Sawada
--------------------------------------
Ryochi Sawada
Title: Managing Executive Officer and
Representative Director
Attest: /s/ Makoto Teshima
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Makoto Teshima
Title: General Manager, Legal Department
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