EXHIBIT 4.11
DECLARATION OF TRUST
OF
GOODYEAR CAPITAL TRUST I
DECLARATION OF TRUST, dated as of June 7, 2002, between The Goodyear
Tire & Rubber Company, an Ohio corporation, as Sponsor (the "Sponsor") and
JPMorgan Chase Bank as trustee (the "Property Trustee"), Chase Manhattan Bank
USA, National Association, as trustee (the "Delaware Trustee"), and Xxxxxxxxx X.
Xxxxxxxx, as trustee (the "Regular Trustee") (the Property Trustee, the Delaware
Trustee and the Regular Trustee, collectively the "Trustees").
The Sponsor and the Trustees hereby agree as follows:
1. The Delaware business trust created hereby shall be known as
"Goodyear Capital Trust I" (the "Trust"), in which name the Trustees, or the
Sponsor to the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of ten dollars [$10.00]. The Regular Trustee hereby acknowledges
receipt of such amount from the Sponsor, which amount shall constitute the
initial trust estate. The Trustees hereby declare that they will hold the trust
estate in trust for the Sponsor. It is the intention of the parties hereto that
the Trust created hereby constitute a business trust under Chapter 38 of Title
12 of the Delaware Code, 12 Del. Code Section 3801 et seq. (the "Business Trust
Act"), and that this document constitutes the governing instrument of the Trust.
The Trustees are hereby authorized and directed to execute and file a
certificate of trust with the Secretary of State of the State of Delaware in
such form as the Trustees may approve in accordance with the provisions of the
Business Trust Act. The Trust is hereby established by the Sponsor and the
Trustees for the purposes of (i) issuing preferred securities representing
undivided beneficial interests in the assets of the Trust ("Preferred
Securities") in exchange for cash and investing the proceeds thereof in debt
securities of the Sponsor, (ii) issuing and selling common securities
representing undivided beneficial interests of the assets of the Trust ("Common
Securities") to the Sponsor in exchange for cash and investing the proceeds
thereof in debt securities of the Sponsor, and (iii) engaging in such other
activities as are necessary or incidental thereto.
3. At the time of issuance of the Preferred Securities, the Sponsor and
the Trustees will enter into an Amended and Restated Declaration of Trust (the
"Amended and Restated Declaration of Trust"), satisfactory to each party and
having substantially the terms described in the Prospectus (as defined below),
to provide for the contemplated operation of the Trust created hereby and the
issuance of the Preferred Securities and Common Securities referred to therein.
Prior to the execution and delivery of the Amended and Restated Declaration of
Trust, the Trustees shall not have any duty or obligation hereunder or with
respect to the trust estate, except as otherwise required by applicable law or
as may be necessary to obtain prior to such execution and delivery any licenses,
consents or approvals required by applicable law or otherwise. Notwithstanding
the foregoing, the Trustees may take all actions deemed necessary or advisable
to effect the transactions contemplated in the Amended and Restated Declaration
of Trust.
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4. The Sponsor and the Trustees hereby authorize the Sponsor, as the
sponsor of the Trust, in its discretion: (i) to prepare and file with the
Securities and Exchange Commission (the "Commission") and execute, in each case
on behalf of the Trust, (a) a Registration Statement on Form S-3 or on such
other form or forms as may be appropriate, including without limitation any
registration statement of the type contemplated by Rule 462(b) of the Securities
Act of 1933, as amended (the "Securities Act") (any such registration statement,
whether on Form S-3, another form or under Rule 462(b) being referred to herein
as the "Securities Act Registration Statement"), including one or more
prospectuses and prospectus supplements (collectively, the "Prospectus") and any
pre-effective or post-effective amendments to such Registration Statement,
relating to the registration under the Securities Act of the Preferred
Securities and certain other securities of the Sponsor and (b) if the Sponsor
shall deem it desirable, a Registration Statement on Form 8-A (the "Exchange Act
Registration Act"), including all pre-effective and post-effective amendments
thereto, relating to the registration of the Preferred Securities under Section
12 of the Securities Exchange Act of 1934, as amended; (ii) to prepare and file,
if the Sponsor shall deem it desirable, with New York Stock Exchange, Inc. or
any other exchange, automated quotation system, or over-the-counter market
(collectively, the "Exchanges") and execute on behalf of the Trust a listing
application or applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on any Exchange; (iii)
to prepare and file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for the
Trust, may deem necessary or desirable to register the Preferred Securities
under the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on
behalf of the Trust, may deem necessary or desirable; (iv) to negotiate the
terms of and execute on behalf of the Trust one or more underwriting, other
purchase agreements and related agreements among the Trust, the Sponsor and
underwriters, dealer(s) or agent(s) relating to the Preferred Securities, as the
Sponsor, on behalf of the Trust, may deem necessary or desirable; and (v) to
execute and deliver on behalf of the Trust letters or documents to, or
instruments for filing with, a depository relating to the Preferred Securities.
In the event that any filing referred to in clauses (i), (ii) or (iii) above is
required by the rules and regulations of the Commission, any Exchange, the
National Association of Securities Dealers, Inc. or state securities or blue sky
laws, to be executed on behalf of the Trust by a Trustee, any natural person
appointed pursuant to Section 5 hereof, in his or her capacity as trustee of the
Trust, and the Sponsor are hereby authorized to join in any such filing and to
execute on behalf of the Trust any and all of the foregoing.
5. The number of Trustees initially shall be three (3) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Sponsor that may increase or decrease the
number of Trustees; provided, however, that the number of Trustees shall in no
event be less than three (3); and provided, further that to the extent required
by the Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity that
has its principal place of business in the State of Delaware and meets other
requirements imposed by applicable law (the "Delaware Trustee"). Subject to the
foregoing, the Sponsor is entitled to appoint or remove without cause any
Trustee at any time. Any Trustee may resign upon thirty days' prior notice to
the Sponsor.
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6. The Trust may be dissolved and terminated at the election of the
Sponsor.
7. This Declaration of Trust may be executed in one or more
counterparts.
8. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.
THE GOODYEAR TIRE & RUBBER COMPANY,
as Sponsor
By: /s/ Xxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
JPMORGAN CHASE BANK,
as Property Trustee
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
as Delaware Trustee
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Assistant Vice President
XXXXXXXXX X. XXXXXXXX,
as Regular Trustee
/s/ Xxxxxxxxx X. Xxxxxxxx
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Xxxxxxxxx X. Xxxxxxxx
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