EXHIBIT 4.6
EXECUTION VERSION
IMPORTANT NOTE:
EACH PARTY HERETO MUST EXECUTE THIS 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
AGREEMENT OR THE RESTATED CREDIT AGREEMENT REFERRED TO HEREIN 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
IN SUCH RESTATED CREDIT AGREEMENT, WHICH MAY BE FOR THE ACCOUNT OF THE PARTY
WHOSE ACTIONS RESULT IN SUCH IMPOSITION. COMMUNICATIONS REFERENCING THIS
AGREEMENT OR SUCH 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 9.20 OF SUCH
RESTATED CREDIT AGREEMENT AND A MEMORANDUM FROM AUSTRIAN COUNSEL FOR THE
GOODYEAR TIRE & RUBBER COMPANY WHICH IS AVAILABLE UPON REQUEST FROM THE
ADMINISTRATIVE AGENT.
AMENDMENT AND RESTATEMENT AGREEMENT dated as of April 20, 2007
(this "Amendment Agreement"), in respect of (a) the AMENDED AND
RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENT (the "Credit
Agreement") dated as of April 8, 2005, as amended by the First
Amendment dated as of December 22, 2005, among THE GOODYEAR TIRE &
RUBBER COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V., GOODYEAR DUNLOP
TIRES GERMANY GMBH, GOODYEAR GMBH & CO KG, DUNLOP GMBH & CO KG,
GOODYEAR LUXEMBOURG TIRES S.A., the Lenders parties thereto, J.P.
MORGAN EUROPE LIMITED, as Administrative Agent, and JPMORGAN CHASE
BANK, N.A., as collateral agent and (b) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT (the "Master Guarantee and Collateral Agreement")
dated as of March 31, 2003, as Amended and Restated as of February 20,
2004, and as further amended and restated as of April 8, 2005, among
THE GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V.,
the other Subsidiaries of THE GOODYEAR TIRE & RUBBER COMPANY,
identified as Grantors and Guarantors therein and JPMORGAN CHASE BANK,
N.A. as collateral agent.
2
Goodyear and the Borrowers have requested that the Credit Agreement be
amended and restated as set forth in Section 4 below and the Master Guarantee
and Collateral Agreement be amended as set forth in Section 4 below and the
parties hereto are willing so to amend the Credit Agreement and the Master
Guarantee and Collateral Agreement.
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. Defined Terms. (a) As used in this Amendment Agreement, the
following terms have the meanings specified below:
"Amended MGCA" shall mean the Master Guarantee and Collateral
Agreement, as amended in accordance with Section 4.
"Assigned Interest" shall have the meaning assigned to such term in
Section 4(a)(iii).
"Daylight Commitment" shall mean, (i) for each Daylight ABT Lender
party hereto on the Effective Date, the obligation of such Lender to make loans
("Daylight ABT Loans") on the Effective Date in an amount equal to the amount
set forth opposite the name of such Daylight ABT Lender on Schedule 1 to this
Amendment Agreement under the caption "Daylight ABT Loans".
"Daylight ABT Lender" shall mean a lender that will become on the
Effective Date an ABT Lender under the Restated Credit Agreement.
"Effective Date" shall have the meaning assigned to such term in
Section 2.
"Existing Administrative Agent" shall mean JPMEL, as administrative
agent under the Pre-Restatement Credit Agreement.
"JPMCB" shall mean JPMorgan Chase Bank, N.A.
"JPMEL" means J.P. Morgan Europe Limited.
"New Administrative Agent" shall mean JPMEL, as administrative agent
under the Restated Credit Agreement.
"Pre-Restatement Credit Agreement" shall mean the Credit Agreement
immediately before its amendment or restatement in accordance with Section
4(a)(i)(A).
"Restated Credit Agreement" shall mean the Credit Agreement, as
amended and restated in accordance with Section 4(a)(i)(A).
3
(b) On the Effective Date, the terms "Agreement", "this Agreement",
"herein", "hereinafter", "hereto", "hereof" and words of similar import, as used
(i) in the Restated Credit Agreement, shall, unless the context otherwise
requires, refer to the Credit Agreement as amended and restated in the form of
the Restated Credit Agreement, and the term "Credit Agreement", as used in the
Credit Documents, shall mean the Restated Credit Agreement and (ii) in the
Amended MGCA, shall, unless the context otherwise requires, refer to the Master
Guarantee and Collateral Agreement as amended hereby, and the terms "Master
Guarantee and Collateral Agreement" or "Guarantee and Collateral Agreement", as
used in the Credit Documents, shall mean the Amended MGCA. Capitalized terms
used but not defined herein shall have the meanings assigned to such terms in
the Restated Credit Agreement or, if not defined therein, the Pre-Restatement
Credit Agreement.
SECTION 2. Conditions to Effectiveness. The transactions provided for
in Section 3 and 4 hereof and the obligations of the Lenders to make Loans and
issue Letters of Credit under the Restated Credit Agreement shall become
effective on the date (the "Effective Date") on which all the conditions
specified in Section 4.01 of the Restated Credit Agreement are satisfied (or
waived in accordance with Section 9.02 of the Restated Credit Agreement).
SECTION 3. Effective Date Transactions. On the Effective Date,
immediately preceding the effectiveness of the amendment and restatement
provided for in Section 4, each of the parties hereto irrevocably agrees that
each of the following shall occur without any additional conditions or actions
of any party hereto:
(i) Each Daylight ABT Lender shall extend credit to the European
J.V. and the European J.V. shall borrow one or more Daylight ABT Loans
denominated in Euro in aggregate principal amounts equal to such
Lender's Daylight Commitments. The proceeds of such Daylight ABT Loans
shall be payable to JPMCB, which shall pay such proceeds to the
accounts set forth on Schedule 1. The provisions of Section 2.06 of
the Restated Credit Agreement shall apply to the making of Daylight
Loans on the same basis as Borrowings. The European J.V. irrevocably
directs the Existing Administrative Agent to deliver all the proceeds
of the borrowings under the foregoing clause to JPMCB, and hereby
irrevocably directs JPMCB to apply such proceeds to prepay in full all
the outstanding principal of any Term Loans (as defined in the
Pre-Restatement Credit Agreement) that remain outstanding at such
time, together with all accrued interest thereon and any accrued
commitment fees with respect to the Revolving Commitments (as defined
in the Pre-Restatement Credit Agreement).
(ii) Immediately following the transactions provided for in
paragraph (i) above, all Revolving Lenders under the Pre-Restatement
Credit Agreement shall transfer their Revolving Commitments (as such
term is defined in the Pre-Restatement Credit Agreement) to JPMCB
(which shall assume such commitments) pursuant to the Master
4
Assignment and Assumption to be executed in the form attached hereto
as Exhibit A.
(iii) Immediately following the transactions provided for in
paragraphs (i) and (ii) above, JPMCB, as Majority Lender, irrevocably
authorizes the Collateral Agent to release the Collateral and take
such other actions as are set forth in Schedule 2.
SECTION 4. Amendment and Restatement; Borrowings on Effective Date.
(a) Each of the parties hereto irrevocably agrees that each of the following
shall occur on the Effective Date, immediately after the effectiveness of the
transactions described in Section 3, without the satisfaction of any additional
conditions or any further actions of any party hereto; provided that for the
purposes of Section 4(a)(i)(A), only the parties to the Credit Agreement shall
agree to such amendment and restatement and, for the purposes of Section
4(a)(i)(B) only the Collateral Agent and each Credit Party shall agree to such
amendment and restatement:
(i)(A) The Credit Agreement (including the Schedules and Exhibits
thereto) shall be amended and restated to read as set forth in Exhibit B
attached hereto (including the Schedules and Exhibits attached to such Exhibit
B) and (B) the Master Guarantee and Collateral Agreement (including the
Schedules and Exhibits thereto) shall be amended as follows:
(1) The definition of "Miscellaneous Obligations" is hereby amended and
restated in its entirety as follows:
""Miscellaneous Obligations" means Obligations referred to in
clauses (c) and (d) of the definitions of ABT Obligations and
German Obligations in the Credit Agreement."
(2) Section 11.13 is hereby amended by relettering paragraph (d) thereof
as paragraph (e), by changing the reference in the lead in to such
paragraph (e) from "(a), (b) or (c)" to "(a), (b), (c) or (d)" and
inserting immediately above such paragraph (e) the following new
paragraph:
"(d) Upon any sale of any Equity Interests in a Foreign Subsidiary
pursuant to and in accordance with Section 6.04(d) of the Credit
Agreement, the Collateral Agent shall release any pledge of, security
interest in or Lien on such Equity Interests if the conditions to such
release set forth in such Section 6.04(d) shall have been satisfied
and if the Company shall have delivered a certificate to that effect
to the Collateral Agent."
The New Administrative Agent is hereby directed to enter into such Credit
Documents and to take such other actions as may be required to give effect to
the transactions contemplated hereby.
5
(ii) Upon the effectiveness of the Restated Credit Agreement, JPMCB
will be the holder of all the Revolving Commitments, including the incremental
ABT Commitments established pursuant to the Restated Credit Agreement. JPMCB, as
the Lender holding all the Commitments, irrevocably authorizes the Collateral
Agent to take all the actions set forth in Schedule 3 and any and all such other
actions as the Collateral Agent shall deem necessary or advisable in connection
with any security interest in any Collateral and the rights of any Secured Party
in respect thereof.
(iii) On the Effective Date and immediately following the
effectiveness of the Restated Credit Agreement, JPMCB shall sell and assign,
without recourse and without any further action required on the part of any
party, to each lender set forth in Schedule 4 hereto (each, an "Assignee"), and
each Assignee shall purchase and assume, without recourse and without any
further action required on its part, from JPMCB effective as of the Effective
Date, the amounts of JPMCB's ABT Commitment and German Commitment set forth in
Schedule 4 and all related rights, interests and obligations under the Restated
Credit Agreement, the Amended MGCA (including, without limitation, the rights,
interests and obligations under Section 9.15 of the Restated Credit Agreement
and Section 11.16 of the Amended MGCA) and any other documents or instruments
delivered pursuant thereto (the rights and obligations sold and assigned
pursuant hereto being referred to herein collectively as the "Assigned
Interest"). Each Assignee hereby acknowledges receipt of a copy of the Restated
Credit Agreement. From and after the Effective Date (A) each Assignee shall be a
party to and be bound by the provisions of the Restated Credit Agreement and, to
the extent of the interests assigned by this paragraph (a)(iii), have the rights
and obligations of an ABT Lender and German Lender thereunder and (B) JPMCB
shall, to the extent of the interests assigned by this Section, relinquish its
rights and be released from its obligations under the Restated Credit Agreement.
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
Amendment Agreement as if set forth herein in full. The Credit Parties consent
to each assignment pursuant to this paragraph (iii). The parties agree that (I)
no recordation fee shall be payable with respect to the foregoing assignments
and (II) this Amendment Agreement shall be an approved form of Assignment and
Acceptance for purposes of the Restated Credit Agreement.
(iv) Notwithstanding any provision of this Amendment Agreement, the
provisions of Sections 2.12, 2.13, 2.14 and 9.03 of the Pre-Restatement Credit
Agreement, as in effect immediately prior to the Effective Date, will continue
to be effective as to all matters arising out of or in any way related to facts
or events existing or occurring prior to the Effective Date for the benefit of
the Lenders, including each Lender under the Pre-Restatement Credit Agreement
that will not be a Lender under the Restated Credit Agreement.
(v) Immediately following the transactions provided for in paragraph
(ii) above, each ABT Lender shall make to the European J.V. and the European
J.V. shall borrow, one or more ABT Loans requested pursuant to the Borrowing
request, dated April 17, 2007, delivered by the European J.V. to the Existing
Administrative Agent. Such Revolving Loans shall have the initial Interest
Periods and be of the Types set forth
6
in Schedule 5. The European J.V. irrevocably directs that the borrowings set
forth in this paragraph (a)(v) be applied directly to prepay in full (and be
netted against) Daylight ABT Loans extended to it, with any excess being
delivered in accordance with such Borrowing Request.
SECTION 5. Continuing Security. (a) Each Borrower, Grantor and
Guarantor confirms that (i) the security interests granted by it under the
Security Documents and in existence immediately prior to the Effective Date
shall continue in full force and effect on the terms of the respective Security
Documents and (ii) on the Effective Date the Obligations under the Restated
Credit Agreement shall constitute "Obligations" under the Amended MGCA and
"secured obligations" (however defined) under the other Security Documents
(subject to any limitations set forth in the Amended MGCA or such other Security
Documents). Each party hereto confirms that the intention of the parties is that
each of the Credit Agreement and the Master Guarantee and Collateral Agreement
shall not terminate on the Effective Date and shall continue in full force and
effect as amended and restated hereby.
(b) In case of any transfer of all or any part of the rights and/or
obligations of any Secured Party on the Effective Date or at any other time
under the Credit Agreement or the Amended MGCA, including of the Applicable
Secured Obligations, the guarantees and security interests under the Security
Documents will remain in full force and effect for the benefit of any
successors, assignees/transferees of the respective Secured Party and the other
Secured Parties (including, but not limited to, for the benefit of Article 1134
of the Romanian Civil Code).
SECTION 6. APPLICABLE LAW. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment 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 Amendment Agreement by telecopy
shall be effective as delivery of a manually executed counterpart of this
Amendment Agreement. This Amendment Agreement shall constitute a "Credit
Document" for all purposes of the Restated Credit Agreement and the other Credit
Documents.
SECTION 8. Expenses. Goodyear and each Borrower agrees to reimburse
the Existing Administrative Agent and the New Administrative Agent for all
reasonable out-of-pocket expenses incurred by it in connection with this
Amendment Agreement, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Moore LLP, Allen & Overy LLP and other counsel for the
Existing Administrative Agent and the New Administrative Agent.
SECTION 9. Headings. The headings of this Amendment Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.
PARTIES TO THE CREDIT AGREEMENT AND MASTER GUARANTEE AND COLLATERAL
AGREEMENT
THE GOODYEAR TIRE & RUBBER COMPANY,
by /s/ Damon J. Audia
-------------------------------------
Name: Damon J. Audia
Title: Vice President and Treasurer
GOODYEAR DUNLOP TIRES EUROPE B.V.,
by /s/ D. Golsong
-------------------------------------
Name: D. Golsong
Title: Director
GOODYEAR DUNLOP TIRES GERMANY GMBH,
by /s/ Thomas Koerner
-------------------------------------
Name: Thomas Koerner
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
GOODYEAR DUNLOP TIRES EUROPE B.V.
AMENDMENT AND RESTATEMENT AGREEMENT
2
GOODYEAR GMBH & CO. KG,
by /s/ Thomas Koerner
-------------------------------------
Name: Thomas Koerner
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
DUNLOP GMBH & CO. KG,
by /s/ Thomas Koerner
-------------------------------------
Name: Thomas Koerner
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
GOODYEAR LUXEMBOURG TIRES S.A.,
by executed in the form of a notarial
deed
----------------------------------------
GOODYEAR DUNLOP TIRES EUROPE B.V.
AMENDMENT AND RESTATEMENT AGREEMENT
3
J.P. MORGAN EUROPE LIMITED, as
Administrative Agent under the
Pre-Restatement Credit Agreement and
under the Restated Credit Agreement,
by /s/ Carlos Vasquez
-------------------------------------
Name: Carlos Vasquez
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
individually, as Collateral Agent,
Issuing Bank and Swingline Lender under
the Pre-Restatement Credit Agreement,
by executed in the form of a notarial
deed
----------------------------------------
GOODYEAR DUNLOP TIRES EUROPE B.V.
AMENDMENT AND RESTATEMENT AGREEMENT
4
BNP PARIBAS individually and
as Issuing Bank,
by /s/ Andrew Shapiro
-------------------------------------
Name: Andrew Shapiro
Title: Managing Director
by /s/ John Ong
-------------------------------------
Name: John Ong
Title: Managing Director
GOODYEAR DUNLOP TIRES EUROPE B.V.
AMENDMENT AND RESTATEMENT AGREEMENT
5
KBC BANK NV, individually and
as Issuing Bank,
by /s/ Mark Weytjens
-------------------------------------
Name: Mark Weytjens
Title: Global Relationship
Manager Multinationals
by /s/ Adriaan Loeff
-------------------------------------
Name: Adriaan Loeff
Title: General Manager Multinationals
GOODYEAR DUNLOP TIRES EUROPE B.V.
AMENDMENT AND RESTATEMENT AGREEMENT
6
PARTIES TO THE MASTER GUARANTEE AND COLLATERAL
AGREEMENT (AND NOT PARTY TO THE CREDIT AGREEMENT)
RVM REIFEN VERTRIEBSMANAGEMENT GMBH,
by /s/ Thomas Koerner
-------------------------------------
Name: Thomas Koerner
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
FULDA REIFEN GMBH & CO. KG,
by /s/ Thomas Koerner
-------------------------------------
Name: Thomas Koerner
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
4 FLEET GROUP GMBH,
by /s/ Thomas Koerner
-------------------------------------
Name: Thomas Koerner
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
M-PLUS
MULTIMARKENMANAGEMENT &
GMBH & CO. KG,
by /s/ Thomas Koerner
-------------------------------------
Name: Thomas Koerner
Title: Authorized Signatory
GOODYEAR DUNLOP TIRES EUROPE B.V.
AMENDMENT AND RESTATEMENT AGREEMENT
7
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
GOODYEAR DUNLOP TIRES EUROPE B.V.
AMENDMENT AND RESTATEMENT AGREEMENT
8
GD HANDELSSYSTEME GMBH,
by /s/ Thomas Koerner
-------------------------------------
Name: Thomas Koerner
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
GOODYEAR DUNLOP TIRES OE GMBH,
by /s/ Thomas Koerner
-------------------------------------
Name: Thomas Koerner
Title: Authorized Signatory
by
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
GOODYEAR DUNLOP TIRES FRANCE S.A.,
by /s/ D. Golsong
-------------------------------------
Name: D. Golsong
Title: Director
GOODYEAR DUNLOP TYRES UK LIMITED,
by /s/ D. Golsong
-------------------------------------
Name: D. Golsong
Title: Attorney
DUNLOP TYRES LTD,
by /s/ D. Golsong
-------------------------------------
Name: D. Golsong
Title: Attorney
GOODYEAR DUNLOP TIRES EUROPE B.V.
AMENDMENT AND RESTATEMENT AGREEMENT
9
BELT CONCEPTS OF AMERICA, INC.,
by /s/ Damon J. Audia
-------------------------------------
Name: Damon J. Audia
Title: Vice President and Treasurer
CELERON CORPORATION,
by /s/ Damon J. Audia
-------------------------------------
Name: Damon J. Audia
Title: Vice President and Treasurer
COSMOFLEX, INC.,
by /s/ Damon J. Audia
-------------------------------------
Name: Damon J. Audia
Title: Vice President and Treasurer
DAPPER TIRE CO, INC.,
by /s/ Damon J. Audia
-------------------------------------
Name: Damon J. Audia
Title: Vice President and Treasurer
DIVESTED COMPANIES HOLDING COMPANY,
by /s/ Ronald J. Carr
-------------------------------------
Name: Ronald J. Carr
Title: Vice President
by /s/ Randall M. Loyd
-------------------------------------
Name: Randall M. Loyd
Title: Vice President
GOODYEAR DUNLOP TIRES EUROPE B.V.
AMENDMENT AND RESTATEMENT AGREEMENT
10
DIVESTED LITCHFIELD PARK
PROPERTIES, INC.,
by /s/ Ronald J. Carr
-------------------------------------
Name: Ronald J. Carr
Title: Vice President
by /s/ Randall M. Loyd
-------------------------------------
Name: Randall M. Loyd
Title: Vice President
GOODYEAR ENGINEERED PRODUCTS
CANADA, INC.
by /s/ Robin M. Hunter
-------------------------------------
Name: Robin M. Hunter
Title: Secretary
GOODYEAR ENGINEERED PRODUCTS
INTERNATIONAL, INC.,
by /s/ Damon J. Audia
-------------------------------------
Name: Damon J. Audia
Title: Vice President and Treasurer
GOODYEAR DUNLOP TIRES EUROPE B.V.
AMENDMENT AND RESTATEMENT AGREEMENT
11
GOODYEAR ENGINEERED PRODUCTS
THAILAND, INC.,
by /s/ Damon J. Audia
-------------------------------------
Name: Damon J. Audia
Title: Vice President and Treasurer
GOODYEAR FARMS, INC.,
by /s/ Damon J. Audia
-------------------------------------
Name: Damon J. Audia
Title: Vice President and Treasurer
GOODYEAR INTERNATIONAL CORPORATION,
by /s/ Damon J. Audia
-------------------------------------
Name: Damon J. Audia
Title: Vice President and Treasurer
GOODYEAR WESTERN HEMISPHERE CORPORATION,
by /s/ Damon J. Audia
-------------------------------------
Name: Damon J. Audia
Title: Vice President and Treasurer
THE KELLY-SPRINGFIELD TIRE CORPORATION,
by /s/ Damon J. Audia
-------------------------------------
Name: Damon J. Audia
Title: Vice President
WHEEL ASSEMBLIES INC.,
by /s/ Damon J. Audia
-------------------------------------
Name: Damon J. Audia
Title: Vice President and Treasurer
GOODYEAR DUNLOP TIRES EUROPE B.V.
AMENDMENT AND RESTATEMENT AGREEMENT
12
WINGFOOT COMMERCIAL TIRE SYSTEMS, LLC,
by /s/ Damon J. Audia
-------------------------------------
Name: Damon J. Audia
Title: Vice President and Treasurer
WINGFOOT VENTURES EIGHT INC.,
by /s/ Ronald J. Carr
-------------------------------------
Name: Ronald J. Carr
Title: Vice President
GOODYEAR CANADA INC.,
by /s/ Linda M. Alexander
-------------------------------------
Name: Linda M. Alexander
Title: Vice President
by /s/ Douglas S. Hamilton
-------------------------------------
Name: Douglas S. Hamilton
Title: Secretary
GOODYEAR DUNLOP TIRES EUROPE B.V.
AMENDMENT AND RESTATEMENT AGREEMENT
Signature Page to be executed by Lenders
under the Restated Credit Agreement
SIGNATURE PAGE to the AMENDMENT AND
RESTATEMENT AGREEMENT dated as of April
20, 2007, in respect of (A) the AMENDED
AND RESTATED TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of April 8,
2005, as amended by the First Amendment
dated as of December 22, 2005, among THE
GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR
DUNLOP TIRES EUROPE B.V., GOODYEAR
DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH
& CO KG, DUNLOP GMBH & CO KG, GOODYEAR
LUXEMBOURG TIRES S.A., the Lenders
parties thereto, J.P. MORGAN EUROPE
LIMITED, as Administrative Agent, and
JPMORGAN CHASE BANK, N.A., as collateral
agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March
31, 2003, as Amended and Restated as of
February 20, 2004, and as further
amended and restated as of April 8,
2005, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE
B.V., the other Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY,
identified as Grantors and Guarantors
therein and JPMORGAN CHASE BANK, N.A. as
collateral agent.
Lender: Allie Street Investments 6
Limited
By: /s/ David Jesson
------------------------------------
Name: David Jesson
Title: Vice President
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to be executed by Lenders
under the Restated Credit Agreement
SIGNATURE PAGE to the AMENDMENT AND
RESTATEMENT AGREEMENT dated as of April
20, 2007, in respect of (A) the AMENDED
AND RESTATED TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of April 8,
2005, as amended by the First Amendment
dated as of December 22, 2005, among THE
GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR
DUNLOP TIRES EUROPE B.V., GOODYEAR
DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH
& CO KG, DUNLOP GMBH & CO KG, GOODYEAR
LUXEMBOURG TIRES S.A., the Lenders
parties thereto, J.P. MORGAN EUROPE
LIMITED, as Administrative Agent, and
JPMORGAN CHASE BANK, N.A., as collateral
agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March
31, 2003, as Amended and Restated as of
February 20, 2004, and as further
amended and restated as of April 8,
2005, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE
B.V., the other Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY,
identified as Grantors and Guarantors
therein and JPMORGAN CHASE BANK, N.A. as
collateral agent.
Lender: Bank of America, N.A.
By: /s/ Thomas H. Herron
------------------------------------
Name: Thomas H. Herron
Title: Senior Vice President
By: /s/ Brian J. Wright
------------------------------------
Name: Brian J. Wright
Title: Senior Vice President
Signature Page to be executed by Lenders
under the Restated Credit Agreement
SIGNATURE PAGE to the AMENDMENT AND
RESTATEMENT AGREEMENT dated as of April
20, 2007, in respect of (A) the AMENDED
AND RESTATED TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of April 8,
2005, as amended by the First Amendment
dated as of December 22, 2005, among THE
GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR
DUNLOP TIRES EUROPE B.V., GOODYEAR
DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH
& CO KG, DUNLOP GMBH & CO KG, GOODYEAR
LUXEMBOURG TIRES S.A., the Lenders
parties thereto, J.P. MORGAN EUROPE
LIMITED, as Administrative Agent, and
JPMORGAN CHASE BANK, N.A., as collateral
agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March
31, 2003, as Amended and Restated as of
February 20, 2004, and as further
amended and restated as of April 8,
2005, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE
B.V., the other Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY,
identified as Grantors and Guarantors
therein and JPMORGAN CHASE BANK, N.A. as
collateral agent.
Lender: BNP Paribas
By: /s/ John Ong
------------------------------------
Name: John Ong
Title: Managing Director
By: /s/ Andrew Shapiro
------------------------------------
Name: Andrew Shapiro
Title: Managing Director
Signature Page to be executed by Lenders
under the Restated Credit Agreement
SIGNATURE PAGE to the AMENDMENT AND
RESTATEMENT AGREEMENT dated as of April
20, 2007, in respect of (A) the AMENDED
AND RESTATED TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of April 8,
2005, as amended by the First Amendment
dated as of December 22, 2005, among THE
GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR
DUNLOP TIRES EUROPE B.V., GOODYEAR
DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH
& CO KG, DUNLOP GMBH & CO KG, GOODYEAR
LUXEMBOURG TIRES S.A., the Lenders
parties thereto, J.P. MORGAN EUROPE
LIMITED, as Administrative Agent, and
JPMORGAN CHASE BANK, N.A., as collateral
agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March
31, 2003, as Amended and Restated as of
February 20, 2004, and as further
amended and restated as of April 8,
2005, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE
B.V., the other Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY,
identified as Grantors and Guarantors
therein and JPMORGAN CHASE BANK, N.A. as
collateral agent.
Lender: Calyon New York Branch
By: /s/ Corey Billups
------------------------------------
Name: Corey Billups
Title: Managing Director
By: /s/ Blake Wright
------------------------------------
Name: Blake Wright
Title: Managing Director
Signature Page to be executed by Lenders
under the Restated Credit Agreement
SIGNATURE PAGE to the AMENDMENT AND
RESTATEMENT AGREEMENT dated as of April
20, 2007, in respect of (A) the AMENDED
AND RESTATED TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of April 8,
2005, as amended by the First Amendment
dated as of December 22, 2005, among THE
GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR
DUNLOP TIRES EUROPE B.V., GOODYEAR
DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH
& CO KG, DUNLOP GMBH & CO KG, GOODYEAR
LUXEMBOURG TIRES S.A., the Lenders
parties thereto, J.P. MORGAN EUROPE
LIMITED, as Administrative Agent, and
JPMORGAN CHASE BANK, N.A., as collateral
agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March
31, 2003, as Amended and Restated as of
February 20, 2004, and as further
amended and restated as of April 8,
2005, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE
B.V., the other Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY,
identified as Grantors and Guarantors
therein and JPMORGAN CHASE BANK, N.A. as
collateral agent.
Lender: Citibank, N.A.
By: /s/ Paul L. Burroughs Jr.
------------------------------------
Name: Paul L. Burroughs Jr.
Title: Director
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to be executed by Lenders
under the Restated Credit Agreement
SIGNATURE PAGE to the AMENDMENT AND
RESTATEMENT AGREEMENT dated as of April
20, 2007, in respect of (A) the AMENDED
AND RESTATED TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of April 8,
2005, as amended by the First Amendment
dated as of December 22, 2005, among THE
GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR
DUNLOP TIRES EUROPE B.V., GOODYEAR
DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH
& CO KG, DUNLOP GMBH & CO KG, GOODYEAR
LUXEMBOURG TIRES S.A., the Lenders
parties thereto, J.P. MORGAN EUROPE
LIMITED, as Administrative Agent, and
JPMORGAN CHASE BANK, N.A., as collateral
agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March
31, 2003, as Amended and Restated as of
February 20, 2004, and as further
amended and restated as of April 8,
2005, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE
B.V., the other Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY,
identified as Grantors and Guarantors
therein and JPMORGAN CHASE BANK, N.A. as
collateral agent.
Lender: Commerzbank Frankfurt
By: /s/ Konrad Noltenhans
------------------------------------
Name: Konrad Noltenhans
Title: Senior Vice President
By: /s/ Martin Keller
------------------------------------
Name: Martin Keller
Title: Senior Vice President
Signature Page to be executed by Lenders
under the Restated Credit Agreement
SIGNATURE PAGE to the AMENDMENT AND
RESTATEMENT AGREEMENT dated as of April
20, 2007, in respect of (A) the AMENDED
AND RESTATED TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of April 8,
2005, as amended by the First Amendment
dated as of December 22, 2005, among THE
GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR
DUNLOP TIRES EUROPE B.V., GOODYEAR
DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH
& CO KG, DUNLOP GMBH & CO KG, GOODYEAR
LUXEMBOURG TIRES S.A., the Lenders
parties thereto, J.P. MORGAN EUROPE
LIMITED, as Administrative Agent, and
JPMORGAN CHASE BANK, N.A., as collateral
agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March
31, 2003, as Amended and Restated as of
February 20, 2004, and as further
amended and restated as of April 8,
2005, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE
B.V., the other Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY,
identified as Grantors and Guarantors
therein and JPMORGAN CHASE BANK, N.A. as
collateral agent.
Lender: Deutsche Bank AG New York Branch
By: /s/ Carin Keegan
------------------------------------
Name: Carin Keegan
Title: Vice President
By: /s/ Evelyn Thierry
------------------------------------
Name: Evelyn Thierry
Title: Vice President
Signature Page to be executed by Lenders
under the Restated Credit Agreement
SIGNATURE PAGE to the AMENDMENT AND
RESTATEMENT AGREEMENT dated as of April
20, 2007, in respect of (A) the AMENDED
AND RESTATED TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of April 8,
2005, as amended by the First Amendment
dated as of December 22, 2005, among THE
GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR
DUNLOP TIRES EUROPE B.V., GOODYEAR
DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH
& CO KG, DUNLOP GMBH & CO KG, GOODYEAR
LUXEMBOURG TIRES S.A., the Lenders
parties thereto, J.P. MORGAN EUROPE
LIMITED, as Administrative Agent, and
JPMORGAN CHASE BANK, N.A., as collateral
agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March
31, 2003, as Amended and Restated as of
February 20, 2004, and as further
amended and restated as of April 8,
2005, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE
B.V., the other Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY,
identified as Grantors and Guarantors
therein and JPMORGAN CHASE BANK, N.A. as
collateral agent.
Lender: Dexia Banque Internationale a
Luxembourg societe anonyme
By: /s/ Marcel Leyers
------------------------------------
Name: Marcel Leyers
Title: Director
By: /s/ Marc Schronen
------------------------------------
Name: Marc Schronen
Title: Vice President
Signature Page to be executed by Lenders
under the Restated Credit Agreement
SIGNATURE PAGE to the AMENDMENT AND
RESTATEMENT AGREEMENT dated as of April
20, 2007, in respect of (A) the AMENDED
AND RESTATED TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of April 8,
2005, as amended by the First Amendment
dated as of December 22, 2005, among THE
GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR
DUNLOP TIRES EUROPE B.V., GOODYEAR
DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH
& CO KG, DUNLOP GMBH & CO KG, GOODYEAR
LUXEMBOURG TIRES S.A., the Lenders
parties thereto, J.P. MORGAN EUROPE
LIMITED, as Administrative Agent, and
JPMORGAN CHASE BANK, N.A., as collateral
agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March
31, 2003, as Amended and Restated as of
February 20, 2004, and as further
amended and restated as of April 8,
2005, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE
B.V., the other Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY,
identified as Grantors and Guarantors
therein and JPMORGAN CHASE BANK, N.A. as
collateral agent.
Lender: GE Corporate Banking Europe SAS
By: /s/ Galina Markova
------------------------------------
Name: Galina Markova
Title: Authorized Signatory
By: /s/ Harald Hubl
------------------------------------
Name: Harald Hubl
Title: Authorized Signatory
Signature Page to be executed by Lenders
under the Restated Credit Agreement
SIGNATURE PAGE to the AMENDMENT AND
RESTATEMENT AGREEMENT dated as of April
20, 2007, in respect of (A) the AMENDED
AND RESTATED TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of April 8,
2005, as amended by the First Amendment
dated as of December 22, 2005, among THE
GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR
DUNLOP TIRES EUROPE B.V., GOODYEAR
DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH
& CO KG, DUNLOP GMBH & CO KG, GOODYEAR
LUXEMBOURG TIRES S.A., the Lenders
parties thereto, J.P. MORGAN EUROPE
LIMITED, as Administrative Agent, and
JPMORGAN CHASE BANK, N.A., as collateral
agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March
31, 2003, as Amended and Restated as of
February 20, 2004, and as further
amended and restated as of April 8,
2005, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE
B.V., the other Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY,
identified as Grantors and Guarantors
therein and JPMORGAN CHASE BANK, N.A. as
collateral agent.
Lender: Goldman Sachs Credit Partners,
L.P.
By: /s/ Mark Walton
------------------------------------
Name: Mark Walton
Title: Authorized Signatory
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to be executed by Lenders
under the Restated Credit Agreement
SIGNATURE PAGE to the AMENDMENT AND
RESTATEMENT AGREEMENT dated as of April
20, 2007, in respect of (A) the AMENDED
AND RESTATED TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of April 8,
2005, as amended by the First Amendment
dated as of December 22, 2005, among THE
GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR
DUNLOP TIRES EUROPE B.V., GOODYEAR
DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH
& CO KG, DUNLOP GMBH & CO KG, GOODYEAR
LUXEMBOURG TIRES S.A., the Lenders
parties thereto, J.P. MORGAN EUROPE
LIMITED, as Administrative Agent, and
JPMORGAN CHASE BANK, N.A., as collateral
agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March
31, 2003, as Amended and Restated as of
February 20, 2004, and as further
amended and restated as of April 8,
2005, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE
B.V., the other Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY,
identified as Grantors and Guarantors
therein and JPMORGAN CHASE BANK, N.A. as
collateral agent.
Lender: HSBC Bank plc
By: /s/ Mark Brown
------------------------------------
Name: Mark Brown
Title: Head of City Corporate Banking
Centre
By: /s/ Christopher Jones
------------------------------------
Name: Christopher Jones
Title: Senior Corporate Banking Manager
Signature Page to be executed by Lenders
under the Restated Credit Agreement
SIGNATURE PAGE to the AMENDMENT AND
RESTATEMENT AGREEMENT dated as of April
20, 2007, in respect of (A) the AMENDED
AND RESTATED TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of April 8,
2005, as amended by the First Amendment
dated as of December 22, 2005, among THE
GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR
DUNLOP TIRES EUROPE B.V., GOODYEAR
DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH
& CO KG, DUNLOP GMBH & CO KG, GOODYEAR
LUXEMBOURG TIRES S.A., the Lenders
parties thereto, J.P. MORGAN EUROPE
LIMITED, as Administrative Agent, and
JPMORGAN CHASE BANK, N.A., as collateral
agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March
31, 2003, as Amended and Restated as of
February 20, 2004, and as further
amended and restated as of April 8,
2005, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE
B.V., the other Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY,
identified as Grantors and Guarantors
therein and JPMORGAN CHASE BANK, N.A. as
collateral agent.
Lender: Morgan Stanley Bank
By: /s/ Dawn M. Dawson
------------------------------------
Name: Dawn M. Dawson
Title: Authorized Signatory
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Signature Page to be executed by Lenders
under the Restated Credit Agreement
SIGNATURE PAGE to the AMENDMENT AND
RESTATEMENT AGREEMENT dated as of April
20, 2007, in respect of (A) the AMENDED
AND RESTATED TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of April 8,
2005, as amended by the First Amendment
dated as of December 22, 2005, among THE
GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR
DUNLOP TIRES EUROPE B.V., GOODYEAR
DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH
& CO KG, DUNLOP GMBH & CO KG, GOODYEAR
LUXEMBOURG TIRES S.A., the Lenders
parties thereto, J.P. MORGAN EUROPE
LIMITED, as Administrative Agent, and
JPMORGAN CHASE BANK, N.A., as collateral
agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March
31, 2003, as Amended and Restated as of
February 20, 2004, and as further
amended and restated as of April 8,
2005, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE
B.V., the other Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY,
identified as Grantors and Guarantors
therein and JPMORGAN CHASE BANK, N.A. as
collateral agent.
Lender: NATixiS
By: /s/ Valentine de Monredon
------------------------------------
Name: Valentine de Monredon
Title: Relationship Manager
By: /s/ P. Senderens
------------------------------------
Name: P. Senderens
Title: Senior Banker
Signature Page to be executed by Lenders
under the Restated Credit Agreement
SIGNATURE PAGE to the AMENDMENT AND
RESTATEMENT AGREEMENT dated as of April
20, 2007, in respect of (A) the AMENDED
AND RESTATED TERM LOAN AND REVOLVING
CREDIT AGREEMENT dated as of April 8,
2005, as amended by the First Amendment
dated as of December 22, 2005, among THE
GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR
DUNLOP TIRES EUROPE B.V., GOODYEAR
DUNLOP TIRES GERMANY GMBH, GOODYEAR GMBH
& CO KG, DUNLOP GMBH & CO KG, GOODYEAR
LUXEMBOURG TIRES S.A., the Lenders
parties thereto, J.P. MORGAN EUROPE
LIMITED, as Administrative Agent, and
JPMORGAN CHASE BANK, N.A., as collateral
agent and (B) the MASTER GUARANTEE AND
COLLATERAL AGREEMENT dated as of March
31, 2003, as Amended and Restated as of
February 20, 2004, and as further
amended and restated as of April 8,
2005, among THE GOODYEAR TIRE & RUBBER
COMPANY, GOODYEAR DUNLOP TIRES EUROPE
B.V., the other Subsidiaries of THE
GOODYEAR TIRE & RUBBER COMPANY,
identified as Grantors and Guarantors
therein and JPMORGAN CHASE BANK, N.A. as
collateral agent.
Lender: The Northern Trust Company
By: /s/ Thomas Hasenauer
------------------------------------
Name: Thomas Hasenauer
Title: Vice President
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
ANNEX 1
THE GOODYEAR TIRE & RUBBER COMPANY
GOODYEAR DUNLOP TIRES EUROPE B.V.
GOODYEAR DUNLOP TIRES GERMANY GMBH
GOODYEAR GMBH & CO KG
DUNLOP GMBH & CO KG
GOODYEAR LUXEMBOURG TIRES S.A.
CREDIT AGREEMENT
AS AMENDED AND RESTATED AS OF APRIL 20, 2007
STANDARD TERMS AND CONDITIONS
1. 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 Amendment Agreement 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
Restated 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
any 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 any Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Credit Document.
1.2. Assignees. Each Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Amendment Agreement and to consummate the transactions contemplated
hereby and to become a Lender under the Restated Credit Agreement and the
Amended MGCA, (ii) it satisfies the requirements, if any, specified in the
Restated 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 each of the Restated
Credit Agreement and the Amended MGCA 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 Restated Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to Section
5.01 thereto, as applicable, the Amended MGCA and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Amendment Agreement and to purchase the Assigned
Interest on the basis of which it has made such
analysis and decision independently and without reliance on the New
Administrative Agent or any other Lender, and (v) attached to this Amendment
Agreement is (i) any documentation required to be delivered by it pursuant to
the terms of Sections 2.17 and 9.17 of the Restated Credit Agreement and (ii) a
"New Secured Party's Accession Agreement" in the form of Schedule 3 to the
German Security Trust Agreement, duly completed and executed by such Assignee;
and (b) agrees that (i) it will, independently and without reliance on the New
Administrative Agent, 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, and (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, including Section 9.20 of the Credit Agreement.
2. Amended MGCA. Each Assignee, by executing and delivering this
Amendment Agreement, approves and agrees to be bound by and to act in accordance
with the terms and conditions of the Amended MGCA and each other Security
Document, specifically including (i) the provisions of Section 5.03 of the
Amended MGCA (governing the distribution of proceeds realized from the exercise
of remedies under the Security Documents), (ii) the provisions of Article VI of
the Amended MGCA (governing the manner in which the amounts of the Obligations
(as defined in the Amended MGCA) are to be determined at any time), (iii) the
provisions of Articles VIII and IX of the Amended MGCA (relating to the duties
and responsibilities of the Collateral Agent and providing for the
indemnification and the reimbursement of expenses of the Collateral Agent by the
Lenders) and (iv) the provisions of Section 11.13 of the Amended MGCA (providing
for releases of Guarantees of and Collateral securing the Obligations).
3. Payments. From and after the Effective Date, the New 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 each
Assignee for amounts which have accrued from and after the Effective Date.
4. Foreign Law Provisions.
4.1. France. An assignment of rights will only be effective vis-a-vis
the Subsidiary Guarantors incorporated in France if the assignment if such
assignment is notified in France by bailiff (huissier) in accordance with
Article 1690 of the French Civil Code. Pursuant to clause 9.04(b)(vii) of the
Restated Credit Agreement (i) the European J.V. (or the New Administrative
Agent, at the expense of the European J.V.) shall carry out such notification
and (ii) if the assignment provided for in this Amendment Agreement is made
without the European J.V.'s consent the New Administrative Agent shall provide
prompt written notice of the assignment to the European J.V.
4.2. Italy. For the purposes of Italian law only, the assignment made
under this Amendment Agreement shall be deemed to constitute a cessione del
contratto, although it will not constitute a termination or a novation of the
Credit Agreement for purposes of New York law.
5. Affiliates. Each Assignee acknowledges that any Obligations in
respect of any Swap Agreement or cash management services, in each case provided
by an Affiliate of a Lender, will only constitute Obligations for the purpose of
any Security Document governed by the laws of a country other than the United
States of America if such Affiliate executes and delivers to the New
Administrative Agent an Affiliate Authorization in the form of Exhibit H to the
Restated Credit Agreement or any other form approved by the New Administrative
Agent.