Exhibit 4.2 AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENT Dated as of August 14, 2001

CONFORMED COPY
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Exhibit 4.2

AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENT

Dated as of August 14, 2001

among

THE GOODYEAR TIRE & RUBBER COMPANY,

THE LENDERS NAMED HEREIN,

and

THE CHASE MANHATTAN BANK
as Agent

------------------------
------------------------

X.X. XXXXXX SECURITIES INC.
acted as Advisor, Lead Arranger and Bookrunner

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

TABLE OF CONTENTS

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

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

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

II. THE CREDITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

2.01. Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.02. Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.03. Competitive Bid Procedure . . . . . . . . . . . . . . . . . . . 13
2.04. Standard Borrowing Procedure. . . . . . . . . . . . . . . . . . 15
2.05. Refinancings. . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.06. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.07. Repayment of Loans; Evidence of Debt; Conversion and
Continuation of Standard Borrowings . . . . . . . . . . . . . . 17
2.08. Interest on Loans . . . . . . . . . . . . . . . . . . . . . . . 20
2.09. Default Interest. . . . . . . . . . . . . . . . . . . . . . . . 21
2.10. Unavailability of LIBO Rate and CD Rate Quotations. . . . . . . 21
2.11. Termination, Reduction, Extension and Addition of
Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2.12. Prepayment. . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.13. Reserve Requirements; Change in Circumstances . . . . . . . . . 23
2.14. Change in Legality. . . . . . . . . . . . . . . . . . . . . . . 25
2.15. Pro Rata Treatment. . . . . . . . . . . . . . . . . . . . . . . 25
2.16. Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
2.17. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
2.18. Termination or Assignment of Commitments. . . . . . . . . . . . 28

III. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . 28

IV. CONDITIONS OF LENDING. . . . . . . . . . . . . . . . . . . . . . . . . 29

4.01. All Borrowings. . . . . . . . . . . . . . . . . . . . . . . . . 29
4.02. First Borrowing . . . . . . . . . . . . . . . . . . . . . . . . 30

V. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . 30

VI. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . 32

VII. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . 33

VIII. THE AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

IX. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

9.01. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.02. Survival of Agreement. . . . . . . . . . . . . . . . . . . . . . . 38
9.03. Binding Effect; Successors and Assigns . . . . . . . . . . . . . . 38
9.04. Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.05. Waivers; Amendment . . . . . . . . . . . . . . . . . . . . . . . . 38
9.06. Expenses; Indemnity. . . . . . . . . . . . . . . . . . . . . . . . 38
9.07. Interest Rate Limitation . . . . . . . . . . . . . . . . . . . . . 39
9.08. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 39
9.09. Information; Access and Confidentiality. . . . . . . . . . . . . . 39
9.10. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.11. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.12. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.13. Jurisdiction; Consent to Service of Process. . . . . . . . . . . . 40
9.14. Stamp Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.15. Change of Control Option . . . . . . . . . . . . . . . . . . . . . 41

Exhibit A-1 Form of Competitive Bid Request

Exhibit A-2 Form of Notice of Competitive Bid Request

Exhibit A-3 Form of Competitive Bid

Exhibit A-4 Form of Competitive Bid Accept/Reject Letter

Exhibit A-5 Form of Standard Borrowing Request

Exhibit B Form of Opinion of Counsel

Exhibit C Form of Schedule of Compliance

Exhibit D Form of Agreement Providing for Additional Lender

Exhibit E Form of Promissory Note to Facilitate Assignments to
Federal Reserve Banks

Exhibit F Form of Five-Year Amendment

Schedule 2.01 Commitments; Addresses for Notices and Reserve
Percentages
Schedule III Certain Litigation

AMENDED AND RESTATED 364-DAY REVOLVING CREDIT
AGREEMENT dated as of August 14, 2001, among THE GOODYEAR TIRE &
RUBBER COMPANY, an Ohio corporation (the "Borrower"), the lenders
listed in Schedule 2.01 (the "Lenders") and THE CHASE MANHATTAN
BANK, a New York banking corporation, as administrative agent for
the Lenders (in such capacity, the "Agent").

The Borrower has requested the Lenders to extend credit to the
Borrower in order to enable it to borrow on a standby revolving credit basis on
and after the date hereof and at any time and from time to time prior to the
Commitment Termination Date (as herein defined), and thereafter to have
outstanding prior to the Maturity Date, a principal amount not in excess of
$775,000,000 at any time outstanding. The Borrower has also requested the
Lenders to provide a procedure pursuant to which the Borrower may invite the
Lenders to bid on an uncommitted basis on borrowings by the Borrower. The
Lenders are willing to extend such credit to the Borrower on the terms and
subject to the conditions herein set forth.

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

ARTICLE I. DEFINITIONS

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

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

"ABR LOAN" shall mean any Standard Loan bearing interest at a
rate determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

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

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

"ADMINISTRATIVE FEES" shall have the meaning assigned to such
term in Section 2.06(c).

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

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

"APPLICABLE SPREAD" shall mean, as at the date as of which any
determination in respect thereof is being or to be made, the applicable
percentage set forth below under the caption "Eurodollar Spread" or "CD Spread",
as the case may be, based upon the Leverage Ratio as of the last day of the
relevant fiscal quarter most recently ended:

Category Leverage Ratio Eurodollar Spread CD Spread
-------- -------------- ----------------- ---------
Per Annum Per Annum
--------- ---------

1 less than or equal to 25% 0.4000% 0.5250%

2 greater than 25% but less 0.5000% 0.6250%
than or equal to 40%

3 greater than 40% but less 0.8500% 0.9750%
than or equal to 55%

4 greater than 55% 1.0500% 1.1750%

Each change in the Applicable Spread resulting from a change in the Leverage
Ratio as of the end of any fiscal quarter will be effective as of the date of
delivery by the Borrower of a certificate setting forth the calculation of the
Leverage Ratio as at the end

of such fiscal quarter, which certificate shall be delivered with the annual
and/or quarterly financial statements for such fiscal quarter required to be
delivered under paragraph (c) of Article V. Notwithstanding the foregoing, at
any time that the Borrower shall fail to deliver to the Agent such certificate
by the time required under such paragraph (c), the Applicable Spread shall be
deemed to be that corresponding to Category 4 until such time as the Borrower
shall so deliver such certificate.

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

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

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

"BORROWING" shall mean a group of Loans of a single Type made by
the Lenders (or, in the case of a Competitive Borrowing, by the Lender or
Lenders whose Competitive Bids have been accepted pursuant to Section 2.03) on a
single date and as to which a single Interest Period is in effect.

"BUSINESS DAY" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which banks are
open for business in New York City; PROVIDED, HOWEVER, that, 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.

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

"CD LOAN" shall mean any Standard Loan bearing interest at a rate
determined by reference to the Adjusted CD Rate in accordance with the
provisions of Article II.

"CD RATE" shall mean with respect to any CD Borrowing for any
Interest Period, the rate of interest (expressed as an annual rate) equal to the
rate specified in

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

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

"CLOSING DATE" shall mean August 14, 2001.

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

"COMMITMENT" shall mean, with respect to each Lender, the
commitment of such Lender hereunder as set forth in Schedule 2.01 hereto, as
such Lender's Commitment may be permanently terminated or reduced from time to
time pursuant to Section 2.11. Schedule 2.01 will be deemed to have been
appropriately amended to reflect any addition of a Commitment pursuant to
Section 2.11(d), assignment pursuant to Section 9.03 or termination or reduction
of any Commitment.

"COMMITMENT TERMINATION DATE" shall mean August 13, 2002, or any
date to which the Commitment Termination Date shall have been extended pursuant
to Section 2.11(e).

"COMPETITIVE BID" shall mean an offer by a Lender to make a
Competitive Loan pursuant to Section 2.03.

"COMPETITIVE BID ACCEPT/REJECT LETTER" shall mean a notification
made by the Borrower pursuant to Section 2.03(d) in the form of Exhibit A-4.

"COMPETITIVE BID RATE" shall mean, as to any Competitive Bid made
by a Lender pursuant to Section 2.03(b), (i) in the case of a Eurodollar Loan,
the Margin, and (ii) in the case of a Fixed Rate Loan, the fixed rate of
interest offered by the Lender making such Competitive Bid.

"COMPETITIVE BID REQUEST" shall mean a request made pursuant to
Section 2.03 in the form of Exhibit A-1.

"COMPETITIVE BORROWING" shall mean a borrowing consisting of a
Competitive Loan or concurrent Competitive Loans from the Lender or Lenders
whose Competitive Bids for such Borrowing have been accepted by the Borrower
under the bidding procedure described in Section 2.03.

"COMPETITIVE LOAN" shall mean a Loan from a Lender to the
Borrower pursuant to the bidding procedure described in Section 2.03. Each
Competitive Loan shall be a Eurodollar Competitive Loan or a Fixed Rate Loan.

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

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

"CONSOLIDATED FINANCIAL STATEMENTS OF THE BORROWER" shall mean
the Consolidated balance sheet of the Borrower and Subsidiaries as at December
31, 2000 and 1999 and the Consolidated statements of income, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 2000, and the Notes to Financial Statements in respect thereof, together
with the Report of PricewaterhouseCoopers LLP, independent accountants, in
respect thereof, all as set forth at pages 53 through 80, inclusive, of the
Annual Report on Form 10-K for the Borrower

for the year ended December 31, 2000, a copy of which has heretofore been
delivered to each of the Lenders.

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

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

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

"DEBT" shall mean and shall include, as at the date as of which
any determination thereof is being or is to be made and in respect of any
Person, without duplication and excluding in the case of the Borrower and the
Subsidiaries intercorporate debt and other intercorporate obligations solely
among the Borrower and the Subsidiaries, all (i) indebtedness of such Person for
borrowed money, (ii) obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (iii) obligations of such Person to pay the
deferred purchase price of property or services under conditional sales or other
similar agreements which provide for the deferral of the payment of the purchase
price for a period in excess of one year following the date of such Person's
receipt and acceptance of the complete delivery of such property and/or
services, (iv) obligations of such Person as lessee under leases which
obligations are, in accordance with generally accepted accounting principles,
recorded as capital lease obligations, and (v) obligations of such Person under
direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) of such Person to purchase or

otherwise acquire, indebtedness or obligations of others of the kinds referred
to in clauses (i) through (iv) above. Whenever any determination of the amount
of Debt (or of Consolidated Debt or Funded Debt) is required or permitted to be,
or is otherwise being or to be, made for any purpose under this Agreement, the
amount of any such Debt denominated in any currency other than Dollars shall be
calculated at the Dollar Equivalent of such Debt as at the date as of which such
determination of the amount of Debt is being or to be made, except that, if all
or any portion of the principal amount of any such Debt which is payable in a
currency other than Dollars is hedged into Dollars, the principal amount of such
hedged Debt, or the hedged portion thereof, shall be deemed to be equal to the
amount of Dollars specified in, or determined pursuant to, the applicable
hedging contract.

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

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

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

"ERISA LIABILITIES" shall mean, as at the date as of which any
determination in respect thereof is being or to be made, the minimum liability
with respect to Plans which would be required to be reflected at such time as a
liability on the Consolidated balance sheet of the Borrower and the Subsidiaries
under paragraphs 36 and 70 of Statement of Financial Accounting Standards No. 87
as such statement may from time to time be amended, modified or supplemented, or
under any successor statement issued in replacement thereof.

"EURODOLLAR BORROWING" shall mean a Borrowing comprised of
Eurodollar Loans.

"EURODOLLAR COMPETITIVE LOAN" shall mean any Competitive Loan
bearing interest at a rate determined by reference to the LIBO Rate in
accordance with the provisions of Article II.

"EURODOLLAR LOAN" shall mean any Eurodollar Competitive Loan or
Eurodollar Standard Loan.

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

"EURODOLLAR STANDARD LOAN" shall mean any Standard Loan bearing
interest at a rate determined by reference to the LIBO Rate in accordance with
the provisions of Article II.

"EVENT OF DEFAULT" shall have the meaning assigned to such term
in Article VII.

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

"EXCLUDED TAXES" shall mean, with respect to any Lender, (a)
income or franchise taxes imposed on (or measured by) its net income by the
United States of America (or any political subdivision thereof), or by the
jurisdiction under which such Lender is organized or in which its principal
office or any lending office from which it makes Loans hereunder is located, (b)
any branch profit taxes imposed by the United States of America or any similar
tax imposed by any other jurisdiction described in clause (a) above, (c) any
withholding tax that is imposed by the United States of America (or any
political subdivision thereof) on payments to such Lender by the Borrower from
an office within such jurisdiction to the extent such tax is in effect and would
apply as of the date such Lender becomes a party to this Agreement or relates to
payments received by a new lending office designated by such Lender and is in
effect and would apply at the time such lending office is designated or (e) any
withholding tax that is attributable to such Lender's failure to comply with
Section 2.17(e), except, in the case of clause (c) above, to the extent that (i)
such Lender (or its assignor, if any) was entitled, at the time of designation
of a new lending office (or assignment), to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section 2.17(a) or
(ii) such withholding tax shall have resulted from the making of any payment to
a location other than the office designated by the Agent for the receipt of
payments of the applicable type from the Borrower.

"FACILITY FEE" shall have the meaning assigned to such term in
Section 2.06(a).

"FACILITY FEE PERCENTAGE" shall mean, as at the date as of which
any determination in respect thereof is being or to be made, the applicable
percentage set

forth below based upon the Leverage Ratio as of the last day of the relevant
fiscal quarter:

Category Leverage Ratio Facility Fee Percentage
-------- -------------- -----------------------

1 less than or equal to 25% 0.1000%

2 greater than 25% but less 0.1250%
than or equal to 40%

3 greater than 40% but less 0.1500%
than or equal to 55%

4 greater than 55% 0.2000%

The Leverage Ratio shall be determined at the end of each fiscal quarter of the
Borrower and shall be effective in respect of the entire next succeeding fiscal
quarter of the Borrower. The Borrower shall deliver a certificate setting forth
the calculation of the Leverage Ratio with respect to the end of each fiscal
quarter, which certificate shall be delivered with the annual and quarterly
financial statements required to be delivered under paragraph (c) of Article V.
Notwithstanding the foregoing, at any time that the Borrower shall fail to
deliver to the Agent such certificate by the time required under such paragraph
(c), the Facility Fee Percentage shall be deemed to be that corresponding to
Category 4 until such time as the Borrower shall so deliver such certificate.

"FEES" shall mean the Facility Fee, the Utilization Fee and the
Administrative Fees.

"FIVE-YEAR AMENDMENT" shall mean an amendment dated as of the
date hereof to the Borrower's Five-Year Revolving Credit Agreement, dated as of
August 15, 2000, as amended pursuant to an Amendment dated as of January 26,
2001, substantially in the form attached hereto as Exhibit F.

"FIXED RATE BORROWING" shall mean a Borrowing comprised of Fixed
Rate Loans.

"FIXED RATE LOAN" shall mean any Competitive Loan bearing
interest at a fixed percentage rate per annum (expressed in the form of a
decimal to no more than four decimal places) specified by the Lender making such
Loan in its Competitive Bid.

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

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

"INDEMNIFIED TAXES" shall mean Taxes other than Excluded Taxes.

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

"INTEREST PERIOD" shall mean (a) as to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing or on the last day of the
immediately preceding Interest Period applicable to such Borrowing, as the case
may be, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1,
2, 3, 6 or 12 months thereafter (or, in the case of a Eurodollar Competitive
Borrowing, on any day that is 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 or 12 months
thereafter), as the Borrower may elect, (b) as to any CD Borrowing, a period of
1, 3 or 6 months' duration, as the Borrower may elect, commencing on the date of
such Borrowing or on the last day of the immediately preceding Interest Period
applicable to such Borrowing, as the case may be, (c) as to any ABR Borrowing,
the period commencing on the date of such Borrowing and ending on the date 90
days thereafter or, if earlier, on the Maturity Date or the date of prepayment
of such Borrowing and (d) as to any Fixed Rate Borrowing, the period commencing
on the date of such Borrowing and ending on the date specified in the
Competitive Bids in which the offers to make the Fixed Rate Loans comprising
such Borrowing were extended, which shall not be earlier than seven days after
the date of such Borrowing or later than the Maturity Date; PROVIDED, HOWEVER,
that if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless, in
the case of Eurodollar Loans only, such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day. Interest shall accrue from and including the first
day of an Interest Period to but excluding the last day of such Interest Period.

"LEVERAGE RATIO" shall mean, as at the end of any fiscal quarter
in respect of which a determination thereof is being or to be made, the quotient
(expressed as a percentage) of (a) the sum of (i) "notes payable to banks and
overdrafts", PLUS (ii) "long term debt due within one year", PLUS (iii) "long
term debt and capital leases" (as each such item is reported on the Consolidated
balance sheet of the Borrower and the Subsidiaries as at the end of such fiscal
quarter), PLUS (iv) the net proceeds from the sale

of domestic accounts receivable outstanding at the end of such fiscal quarter
(determined in a manner consistent with that used in preparing the Borrower's
2000 Annual Report on Form 10-K), DIVIDED by (b) the sum of (i) Consolidated Net
Worth (without giving effect to the exclusion contained in clause (ii) of the
definition of the term "Consolidated Net Worth" and without giving effect to the
$499.3 million after-tax writedown of the Borrower's Oil Transportation Segment
Assets in December of 1996), plus (ii) the sum obtained pursuant to clause (a)
above.

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

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

"LOAN" shall mean a Competitive Loan or a Standard Loan, whether
made as a Eurodollar Loan, a CD Loan, an ABR Loan or a Fixed Rate Loan, as
permitted hereby.

"MAJORITY LENDERS" shall mean, at any time, Lenders having
Commitments representing at least a majority of the Total Commitment.

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

"MARGIN" shall mean, as to any Eurodollar Competitive Loan, the
margin (expressed as a percentage rate per annum in the form of a decimal to no
more than four decimal places) to be added to or subtracted from the LIBO Rate
in order to determine the interest rate applicable to such Loan, as specified in
the Competitive Bid relating to such Loan.

"MATURITY DATE" shall mean the second anniversary of the
Commitment Termination Date.

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

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

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

"REQUIRED LENDERS" shall mean, at any time, Lenders having
Commitments representing at least two-thirds of the Total Commitment or, for
purposes of acceleration pursuant to clause (ii) of Article VII, Lenders holding
Loans representing at least two-thirds of the aggregate principal amount of the
Loans outstanding.

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

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

"STANDARD BORROWING" shall mean a borrowing consisting of
simultaneous Standard Loans from each of the Lenders.

"STANDARD BORROWING REQUEST" shall mean a request made pursuant
to Section 2.04 in the form of Exhibit A-5.

"STANDARD LOANS" shall mean the revolving loans made by the
Lenders to the Borrower pursuant to Section 2.04. Each Standard Loan shall be a
Eurodollar Standard Loan, a CD Loan or an ABR Loan.

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

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

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

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

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

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

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

"TOTAL COMMITMENT" shall mean at any time the aggregate amount of
the Lenders' Commitments, as in effect at such time.

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

"UTILIZATION FEE" shall have the meaning assigned to such term in
Section 2.06(b).

SECTION 1.02. TERMS GENERALLY. The definitions in Section 1.01
shall apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, all terms of an accounting or financial

nature shall be construed in accordance with generally accepted accounting
principles in the United States, as in effect on the Closing Date.

ARTICLE II. THE CREDITS

SECTION 2.01. COMMITMENTS. Subject to the terms and conditions
and relying upon the representations and warranties herein set forth, each
Lender agrees, severally and not jointly, to make Standard Loans to the
Borrower, at any time and from time to time on and after the date hereof and
until (and including) the Commitment Termination Date or the date of any earlier
termination of the Commitment of such Lender, in an aggregate principal amount
at any time outstanding not to exceed such Lender's Commitment minus the amount
by which the Competitive Loans outstanding at such time shall be deemed to have
used such Commitment pursuant to Section 2.15, subject, however, to the
conditions that (a) at no time shall (i) the sum of (x) the outstanding
aggregate principal amount of all Standard Loans made by all Lenders plus (y)
the outstanding aggregate principal amount of all Competitive Loans made by all
Lenders exceed (ii) the Total Commitment and (b) except as otherwise provided in
Section 2.07(a), at all times the outstanding aggregate principal amount of all
Standard Loans made by each Lender shall equal the product of (i) the percentage
which its Commitment represents of the Total Commitment times (ii) the
outstanding aggregate principal amount of all Standard Loans made pursuant to
Section 2.04. Each Lender's Commitment is set forth opposite its respective name
in Schedule 2.01. Such Commitments may be terminated, reduced or extended from
time to time pursuant to Section 2.11.

Within the foregoing limits, the Borrower may borrow, pay or
prepay and reborrow hereunder, on and after the Closing Date and prior to the
Commitment Termination Date, subject to the terms, conditions and limitations
set forth herein.

SECTION 2.02. LOANS. (a) Each Standard Loan shall, except as
otherwise provided in Section 2.07(a), be made as part of a Borrowing consisting
of Loans made by the Lenders ratably in accordance with their Commitments;
PROVIDED, HOWEVER, that the failure of any Lender to make any Standard Loan
shall not in itself relieve any other Lender of its obligation to lend hereunder
(it being understood, however, that no Lender shall be responsible for the
failure of any other Lender to make any Loan required to be made by such other
Lender). Each Competitive Loan shall be made in accordance with the procedures
set forth in Section 2.03. The Standard Loans or Competitive Loans comprising
any Borrowing shall be in an aggregate principal amount which is an integral
multiple of $1,000,000 and not less than $25,000,000 in the case of Standard
Loans and $5,000,000 in the case of Competitive Loans (or an aggregate principal
amount equal to the remaining balance of the available Total Commitment).

(b) Each Competitive Borrowing shall be comprised entirely of
Eurodollar Competitive Loans or Fixed Rate Loans, and each Standard Borrowing
shall be comprised entirely of Eurodollar Standard Loans, CD Loans or ABR Loans,
as the Borrower may request pursuant to Section 2.03 or 2.04, as applicable.
Borrowings of more than one Type or of the same Type and having different
Interest Periods may be outstanding at the same time. For purposes of the
foregoing, Loans of different Types and Loans having different Interest Periods,
regardless of whether they commence on the same date, shall be considered
separate Loans and separate Borrowings.

(c) Subject to Section 2.05, each Lender shall make each Loan to
be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds to the Agent in New York, New York, not later than
11:30 a.m., New York City time, and the Agent shall transfer the entire amount
received to the Borrower in Dollars in immediately available funds at the bank
and to the account designated by the Borrower as promptly as practicable and in
any event by such a time that such funds will be available for retransfer,
investment or other use by the Borrower on the borrowing date or, if a Borrowing
shall not occur on such date because any condition precedent herein specified
shall not have been met, return the amounts so received to the respective
Lenders. Competitive Loans shall be made by the Lender or Lenders whose
Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts
so accepted and Standard Loans shall be made by the Lenders pro rata in
accordance with Section 2.15. Unless the Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Agent such Lender's portion of such Borrowing, the Agent may
assume that such Lender has made such portion available to the Agent on the date
of such Borrowing in accordance with this paragraph (c) and the Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have made
such portion available to the Agent, such Lender and the Borrower severally
agree to repay to the Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to the Borrower until the date such amount is repaid to the Agent at
the Federal Funds Effective Rate; PROVIDED that if such Lender does not pay such
principal amount to the Agent within five Business Days and the Borrower repays
such principal amount on the sixth Business Day, such Lender shall be
responsible for interest during such six Business Day period, provided that the
Agent, if it shall first have made demand on such Lender and shall not have
received payment, may recover such interest from the Borrower. If such Lender
shall pay to the Agent such corresponding amount within five Business Days, such
amount shall constitute such Lender's Loan as part of such Borrowing for
purposes of this Agreement.

(d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request any Borrowing if the Interest Period
requested with respect thereto would end after the Maturity Date.

SECTION 2.03. COMPETITIVE BID PROCEDURE. (a) In order to request
Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a
duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to
be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing,
not later than 10:00 a.m., New York City time, four Business Days before a
proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing,
not later than 10:00 a.m., New York City time, one Business Day before a
proposed Competitive Borrowing. No CD Loan or ABR Loan shall be requested in, or
made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does
not conform substantially to the format of Exhibit A-1 may be rejected in the
Agent's sole discretion, and the Agent shall promptly notify the Borrower of
such rejection by telecopier. Such request shall in each case refer to this
Agreement and specify (x) whether the Borrowing then being requested is to be a
Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing
(which shall be a Business Day) and the aggregate principal amount thereof which
shall be in a minimum principal amount of $25,000,000 and in an integral
multiple of $1,000,000, and (z) the Interest Period with respect thereto (which
may not end after the Maturity

Date). Promptly after its receipt of a Competitive Bid Request that is not
rejected as aforesaid, the Agent shall invite by telecopier (in the form set
forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of
this Agreement, to make Competitive Loans pursuant to the Competitive Bid
Request.

(b) Each Lender may, in its sole discretion, make one or more
Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each
Competitive Bid by a Lender must be received by the Agent via telecopier, in the
form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive
Borrowing, not later than 9:30 a.m., New York City time, three Business Days
before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate
Borrowing, not later than 9:30 a.m., New York City time, on the day of a
proposed Competitive Borrowing. Multiple bids will be accepted by the Agent.
Competitive Bids that do not conform substantially to the format of Exhibit A-3
may be rejected by the Agent after conferring with, and upon the instruction of,
the Borrower, and the Agent shall notify the Lender making such nonconforming
bid of such rejection as soon as practicable. Each Competitive Bid shall refer
to this Agreement and specify (x) the principal amount (which shall be in a
minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000
and which may equal the entire principal amount of the Competitive Borrowing
requested by the Borrower) of the Competitive Loan or Loans that the Lender is
willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which
the Lender is prepared to make the Competitive Loan or Loans and (z) the
Interest Period and the last day thereof. If any Lender shall elect not to make
a Competitive Bid, such Lender shall so notify the Agent via telecopier (I) in
the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York
City time, three Business Days before a proposed Competitive Borrowing, and (II)
in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time,
on the day of a proposed Competitive Borrowing; PROVIDED, HOWEVER, that failure
by any Lender to give such notice shall not cause such Lender to be obligated to
make any Competitive Loan as part of such Competitive Borrowing. A Competitive
Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable.

(c) The Agent shall promptly notify the Borrower by telecopier of
all the Competitive Bids made, the Competitive Bid Rate and the principal amount
of each Competitive Loan in respect of which a Competitive Bid was made and the
identity of the Lender that made each bid. The Agent shall send a copy of all
Competitive Bids to the Borrower for its records as soon as practicable after
completion of the bidding process set forth in this Section 2.03.

(d) The Borrower may in its sole and absolute discretion, subject
only to the provisions of this paragraph (d), accept or reject any Competitive
Bid referred to in paragraph (c) above (and the Competitive Bids accepted need
not be in any minimum aggregate amount except as provided below in this
paragraph). The Borrower shall notify the Agent by telephone, confirmed by
telecopier in the form of a Competitive Bid Accept/Reject Letter in the format
of Exhibit A-4, whether and to what extent it has decided to accept or reject
any of or all the bids referred to in paragraph (c) above, (x) in the case of a
Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time,
three Business Days before a proposed Competitive Borrowing, and (y) in the case
of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the
day of a proposed Competitive Borrowing; PROVIDED, HOWEVER, that (i) the failure
by the Borrower to give such notice shall be deemed to be a rejection of all the
bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a
bid made at a particular

Competitive Bid Rate if the Borrower has decided to reject a bid made at a lower
Competitive Bid Rate, (iii) if the Borrower shall accept a bid or bids made at a
particular Competitive Bid Rate but the amount of such bid or bids shall cause
the total amount of bids to be accepted by the Borrower to exceed the amount
that the Borrower desires to borrow, then the Borrower shall accept a portion of
such bid or bids in an amount equal to the amount that the Borrower desires to
borrow less the amount of all other Competitive Bids accepted with respect to
such Competitive Bid Request, which acceptance, in the case of multiple bids at
such Competitive Bid Rate, shall be made pro rata in accordance with the amount
of each such bid at such Competitive Bid Rate, and (iv) except pursuant to
clause (iii) above, no bid shall be accepted for a Competitive Loan unless such
Competitive Loan is in a minimum principal amount of $5,000,000 and an integral
multiple of $1,000,000; PROVIDED FURTHER, HOWEVER, that if a Competitive Loan
must be in an amount less than $5,000,000 because of the provisions of clause
(iii) above, such Competitive Loan may be for a minimum of $1,000,000 or any
integral multiple thereof, and in calculating the pro rata allocation of
acceptances of portions of multiple bids at a particular Competitive Bid Rate
pursuant to clause (iv) the amounts shall be rounded to integral multiples of
$1,000,000 in a manner which shall be in the discretion of the Borrower. The
Borrower may accept Competitive Bids in an aggregate principal amount in excess
of the principal amount specified in the relevant Competitive Bid Request. A
notice given by the Borrower in the form of a Competitive Bid Accept/Reject
Letter pursuant to this paragraph (d) shall be irrevocable.

(e) The Agent shall promptly notify each bidding Lender whether
or not its Competitive Bid has been accepted (and if so, in what amount and at
what Competitive Bid Rate or Rates) by telecopy sent by the Agent, and each
successful bidder will thereupon become bound, subject to the other applicable
conditions hereof, to make the Competitive Loans in respect of which its
Competitive Bid has been accepted.

(f) A Competitive Bid Request shall not be made within five
Business Days after the date of any previous Competitive Bid Request.

(g) If the Agent shall elect to submit a Competitive Bid in its
capacity as a Lender, it shall submit such bid directly to the Borrower one
quarter of an hour earlier than the latest time at which the other Lenders are
required to submit their Competitive Bids to the Agent pursuant to paragraph (b)
above.

(h) All notices required by this Section 2.03 shall be given in
accordance with Section 9.01.

SECTION 2.04. STANDARD BORROWING PROCEDURE. In order to request a
Standard Borrowing, the Borrower shall hand deliver or telecopy to the Agent
notice thereof in the form of Exhibit A-5 (a) in the case of a Eurodollar
Standard Borrowing or a CD Borrowing, not later than 3:00 p.m., New York City
time, three Business Days before a proposed Borrowing and (b) in the case of an
ABR Borrowing, not later than 10:30 a.m., New York City time, on the day of a
proposed Borrowing. No Fixed Rate Loan shall be requested or made pursuant to a
Standard Borrowing Request. Such notice shall be irrevocable and shall in each
case specify (i) whether the Borrowing then being requested is to be a
Eurodollar Standard Borrowing, a CD Borrowing or an ABR Borrowing; (ii) the date
of such Standard Borrowing (which shall be a Business Day) and the amount
thereof; and (iii) if such Borrowing is to be a Eurodollar Standard Borrowing or
CD Borrowing, the Interest Period with respect thereto. If no Interest

Period with respect to any Eurodollar Standard Borrowing or CD Borrowing is
specified in any such notice, then the Borrower shall be deemed to have selected
an Interest Period of one month's duration, in the case of a Eurodollar Standard
Borrowing, or one month's duration, in the case of a CD Borrowing. If the
Borrower shall not have given notice in accordance with this Section 2.04 of its
election to refinance a Standard Borrowing prior to the end of the Interest
Period in effect for such Borrowing, then the Borrower shall (unless such
Borrowing is repaid at the end of such Interest Period) be deemed to have given
notice of an election to refinance such Borrowing with an ABR Borrowing and the
Agent will advise the Borrower that such notice has not been received (but shall
not be liable to the Borrower for any unintentional omission to do so). The
Agent shall promptly advise the Lenders of any notice given or deemed to have
been given pursuant to this Section 2.04 and of each Lender's portion of the
requested Borrowing.

SECTION 2.05. REFINANCINGS. The Borrower may refinance all or any
part of any Borrowing with a Borrowing of the same or a different Type made
pursuant to Section 2.03 or Section 2.04, subject to the conditions and
limitations set forth herein and elsewhere in this Agreement, including
refinancings of Competitive Borrowings with Standard Borrowings and Standard
Borrowings with Competitive Borrowings. Any Borrowing or part thereof so
refinanced shall be deemed to be repaid in accordance with Section 2.07 with the
proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to
the extent they do not exceed the principal amount of the Borrowing being
refinanced, shall not be paid by the Lenders to the Agent or by the Agent to the
Borrower pursuant to Section 2.02(c); PROVIDED, HOWEVER, that (i) if the
principal amount extended by a Lender in a refinancing is greater than the
principal amount extended by such Lender in the Borrowing being refinanced, then
such Lender shall pay such difference to the Agent for distribution to the
Lenders described in (ii) below, (ii) if the principal amount extended by a
Lender in the Borrowing being refinanced is greater than the principal amount
being extended by such Lender in the refinancing, the Agent shall return the
difference to such Lender out of amounts received pursuant to (i) above, and
(iii) to the extent any Lender fails to pay the Agent amounts due from it
pursuant to (i) above, any Loan or portion thereof being refinanced with such
amounts shall not be deemed repaid in accordance with Section 2.07 and shall be
payable by the Borrower.

SECTION 2.06. FEES. (a) The Borrower agrees to pay to each
Lender, through the Agent, on each March 31, June 30, September 30 and December
31, and on the Maturity Date or on any earlier date on which the Commitment of
such Lender shall have terminated and its outstanding Loans repaid, a facility
fee (a "FACILITY FEE") equal to the applicable Facility Fee Percentage per annum
on the amount of the Commitment of such Lender, whether used or unused, or,
following the Commitment Termination Date, the amount of the outstanding Loans
of such Lender, during the preceding quarter (or shorter period commencing with
the date hereof or ending with the Maturity Date or the date of such termination
and repayment). All Facility Fees shall be computed on the basis of the actual
number of days elapsed in a year of 365 or 366 days, as the case may be. The
Facility Fee due to each Lender shall commence to accrue on the date hereof and
shall cease to accrue on the Maturity Date or any earlier date on which the
Commitment of such Lender shall have terminated (but shall in any event accrue
until all Loans made by such Lender have been repaid).

(b) The Borrower agrees to pay to each Lender, through the Agent,
on each March 31, June 30, September 30 and December 31 and on each date on
which the Commitment of such Lender shall be terminated or reduced as provided
herein, a

utilization fee of 0.250% per annum (a "Utilization Fee") (i) on such Lender's
pro rata portion (based on the ratio of such Lender's Commitment to the Total
Commitment) of the aggregate principal amount of all of the outstanding Loans
for each day during the preceding quarter (or other period commencing on the
date hereof or ending with the Maturity Date or any date on which the Commitment
of such Lender shall be terminated and its outstanding Loans repaid in full) on
which the sum of the outstanding Loans, including Competitive Loans, exceeds 50%
of the Total Commitment and (ii) after the termination of such Lender's
Commitment (other than as a result of the termination of the Commitments due to
the occurrence of an Event of Default under clause (a) or (b) of Article VII),
on the principal amount of such Lender's outstanding Loans. The Utilization Fee
shall be computed on the basis of the actual number of days elapsed in a year of
360 days. The Utilization Fee due to each Lender shall be payable in arrears and
shall commence to accrue on the date hereof and cease to accrue on the earlier
of the Maturity Date and the date on which the Commitment of such Lender is
terminated and its outstanding Loans repaid in full as provided herein.

(c) The Borrower agrees to pay the Agent, for its own account,
agent and administrative fees (the "Administrative Fees") at the times and in
the amounts agreed upon in the letter agreement dated July 24, 2001, between the
Borrower and the Agent.

(d) All Fees shall be paid on the dates due, in immediately
available funds, to the Agent for distribution, if and as appropriate, among the
Lenders. Once paid, none of the Fees shall be refundable under any
circumstances.

SECTION 2.07. REPAYMENT OF LOANS; EVIDENCE OF DEBT; CONVERSION
AND CONTINUATION OF STANDARD BORROWINGS. (a) The outstanding principal balance
of each Competitive Loan and Standard Loan shall be payable on the last day of
the Interest Period applicable to such Loan prior to the Commitment Termination
Date and on the Commitment Termination Date applicable to the Lender making such
Loan; PROVIDED, HOWEVER, that if the Borrower shall, at least three Business
Days prior to such Commitment Termination Date, notify the Agent and such Lender
of its election to (i) extend the maturity of one or more Standard Loans made by
such Lender, or of any portion or portions of the principal amounts thereof,
then outstanding, (ii) obtain from such Lender one or more new Standard Loans in
such amount(s) as Borrower shall elect up to the Commitment of such Lender on
such notice date (which Loan or Loans shall be made by such Lender on the
Commitment Termination Date and, if for less than the entire Commitment of such
Lender, shall be in a minimum amount of at least $1,000,000 and shall be, to the
extent permitted, in integral multiples of $1,000,000), or (iii) obtain any
combination of extensions of outstanding Standard Loans and new Standard Loans
having an aggregate principal amount up to the Commitment of such Lender, all
such Standard Loans shall in each case (notwithstanding the Interest Period(s)
in respect thereof then selected) instead mature on the Maturity Date.
Notwithstanding any other provision of this Agreement, in the event of any
extensions of Standard Loans or any new Standard Loans, or both, by the Borrower
from any Lender pursuant to the preceding sentence of this paragraph (a) at a
time when the Commitment Termination Date has been extended as to other Lenders,
then from and after the Commitment Termination Date in respect of such Lender
(i) Section 2.15 shall no longer apply to the Loans of such Lender, and shall
apply to the Loans of the other Lenders as to which the Commitment Termination
Date has been extended as if such Lender were not a party to this Agreement;
(ii) insofar as the rights and obligations of such Lender are concerned, this
Agreement shall operate as if it were an agreement solely between the Borrower
and

such Lender, with the result, INTER ALIA, that (A) such Lender shall have, as to
its Loans, all the rights and obligations of the "Lenders" and the "Agent", (B)
such Lender shall have an independent right to accelerate its Loans as provided
in Article VII, (C) the consent of such Lender shall be required in order for
any amendment to or waiver of this Agreement to be applicable to such Lender
(and such Lender shall not be deemed to have a Commitment or Loans outstanding
for the purpose of determining or participating in any action taken by the
Majority Lenders or Required Lenders or any of the rights or obligations of the
other Lenders), (D) all notices provided for hereunder shall be given directly
by the Borrower to such Lender or by such Lender to the Borrower, as the case
may be, and (E) all payments to which such Lender is entitled shall be made
directly by the Borrower to such Lender; and (iii) the Agent shall have no
further responsibilities with respect to such Lender or the administration of
this Agreement as it relates to such Lender (but, at the request of the Borrower
or such Lender from time to time, will determine the rates of interest
applicable to the Loans of such Lender).

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

(c) The Agent shall maintain accounts in which it will record (i)
the amount of each Loan made hereunder, the Type of each Loan made 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 Agent hereunder from
the Borrower and each Lender's share thereof.

(d) The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) of this Section 2.07 shall, to the extent permitted by
applicable law, be rebuttable evidence of the existence and amounts of the
obligations therein recorded; PROVIDED, HOWEVER, that the failure of any Lender
or the Agent to maintain such accounts or any error therein shall not in any
manner affect the obligations of the Borrower to repay the Loans in accordance
with their terms.

(e) Following the Commitment Termination Date applicable to each
Lender, if the Borrower shall have elected to extend the maturity of the Loan of
such Lender pursuant to Section 2.07(a), the Borrower shall have the right at
any time upon prior irrevocable notice to the Agent and such Lender (i) not
later than 12:00 (noon), New York City time, one Business Day prior to
conversion, to convert any Eurodollar Standard Loan or CD Loan by such Lender
then outstanding into an ABR Loan by such Lender, and (ii) not later than 3:00
p.m., New York City time, three Business Days prior to conversion or
continuation, to convert any ABR Loan or CD Loan by such Lender into a
Eurodollar Standard Loan, to continue any Eurodollar Standard Loan as a
Eurodollar Standard Loan for an additional Interest Period, to convert any
Eurodollar Standard Loan or ABR Loan by such Lender into a CD Loan by such
Lender or to continue any CD Loan by such Lender as a CD Loan by such Lender for
an additional Interest Period, subject in each case to the following:

(i) if less than all the outstanding principal amount of any
Standard Loan shall be converted or continued, the aggregate principal
amount of such Standard Loan

converted or continued shall be an integral multiple of $1,000,000 and
not less than $1,000,000;

(ii) if any Eurodollar Standard Loan or CD Loan is converted at a
time other than the end of the Interest Period applicable thereto, the
Borrower shall pay, upon demand, any amount due to the applicable Lender
pursuant to Section 2.12(d); and

(iii) no Interest Period may be selected for any Eurodollar Standard
Loan or CD Loan that would end later than the Maturity Date.

Each notice pursuant to this paragraph (e) shall be irrevocable
and shall refer to this Agreement and specify (i) the identity and amount of the
Standard Loan that the Borrower requests be converted or continued, (ii) whether
such Standard Loan is to be converted to or continued as a Eurodollar Standard
Loan, a CD Loan or an ABR Loan, (iii) if such notice requests a conversion, the
date of such conversion (which shall be a Business Day) and (iv) if such
Standard Loan is to be converted to or continued as a Eurodollar Standard Loan
or CD Loan, the Interest Period with respect thereto. If no Interest Period is
specified in any such notice with respect to any conversion to or continuation
as a Eurodollar Standard Loan or CD Loan, the Borrower shall be deemed to have
selected an Interest Period of one month's duration, in the case of a Eurodollar
Standard Loan, or 30 days' duration, in the case of a CD Loan. If the Borrower
shall not have given notice in accordance with this paragraph to continue any
Standard Loan into a subsequent Interest Period (and shall not otherwise have
given notice in accordance with this paragraph to convert such Standard Loan),
such Standard Loan shall, at the end of the Interest Period applicable thereto
(unless repaid pursuant to the terms hereof), automatically be continued into a
new Interest Period as an ABR Loan.

SECTION 2.08. INTEREST ON LOANS. (a) Subject to the provisions of
Section 2.09, the Loans comprising each Eurodollar Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 360
days) at a rate per annum equal to (i) in the case of each Eurodollar Standard
Loan, the LIBO Rate for the Interest Period in effect for such Borrowing plus
the Applicable Spread, and (ii) in the case of each Eurodollar Competitive Loan,
the LIBO Rate for the Interest Period in effect for such Borrowing plus (or
minus) the Margin offered by the Lender making such Loan and accepted by the
Borrower pursuant to Section 2.03.

(b) Subject to the provisions of Section 2.09, the CD Loans
comprising each CD Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per annum equal
to the CD Rate for the Interest Period in effect for such Borrowing plus the
Applicable Spread.

(c) Subject to the provisions of Section 2.09, the ABR Loans
comprising each ABR Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 365 or 366 days, as the case may
be, when determined by reference to the Prime Rate and over a year of 360 days
at all other times) at a rate per annum equal to the Alternate Base Rate in
effect from time to time during the Interest Period applicable to such ABR
Borrowing.

(d) Subject to the provisions of Section 2.09, each Fixed Rate
Loan shall bear interest at a rate per annum (computed on the basis of the
actual number of days

elapsed over a year of 360 days) equal to the fixed rate of interest offered by
the Lender making such Loan and accepted by the Borrower pursuant to Section
2.03.

(e) Subject to the provisions of Section 2.09, interest on each
Loan shall be payable on each Interest Payment Date applicable to such Loan. The
LIBO Rate and Adjusted LIBO Rate, the CD Rate and Adjusted CD Rate or the
Alternate Base Rate for each Interest Period or day within an Interest Period
shall be determined by the Agent in accordance with the terms and conditions of
this Agreement, and such determination shall be conclusive absent manifest
error.

SECTION 2.09. DEFAULT INTEREST. If the Borrower shall default in
the payment of the principal of or interest on any Loan or any other amount
becoming due hereunder, whether by scheduled maturity, notice of prepayment,
acceleration or otherwise, the Borrower shall on demand from time to time from
the Agent or the Majority Lenders pay interest, to the extent permitted by law,
on such defaulted amount up to (but not including) the date of actual payment
(after as well as before judgment) at a rate per annum (computed on the basis of
the actual number of days elapsed over a year of 360 days) equal to the
Alternate Base Rate plus 1%.

SECTION 2.10. UNAVAILABILITY OF LIBO RATE AND CD RATE QUOTATIONS.
(a) In the event that on the day two Business Days prior to the commencement of
any Interest Period for a Eurodollar Borrowing the Agent shall have determined
that it is not possible to ascertain a LIBO Rate for such Interest Period as
contemplated in the definition of LIBO Rate in Section 1.01, the Agent shall, as
soon as practicable thereafter, give written or telecopy notice of such event to
the Borrower and the Lenders, in which event any request by the Borrower for a
Eurodollar Borrowing for such Interest Period shall be deemed to be a request
for a CD Borrowing.

(b) In the event, and on each occasion, that on the day on which
the Interest Period for any CD Borrowing commences the Agent shall have
determined that it is not possible to ascertain a CD Rate for such Interest
Period as contemplated in the definition of CD Rate in Section 1.01, the Agent
shall, as soon as practicable thereafter, give written or telecopy notice of
such determination to the Borrower and the Lenders, in which event any request
by the Borrower for a CD Loan for such Interest Period shall be of no force or
effect and no Borrowing shall be made pursuant to such request.

SECTION 2.11. TERMINATION, REDUCTION, EXTENSION AND ADDITION OF
COMMITMENTS. (a) The Commitments shall be automatically terminated on the
Commitment Termination Date.

(b) Upon at least three Business Days' prior irrevocable written
or telecopy notice to the Agent, the Borrower may at any time in whole
permanently terminate, or from time to time in part permanently reduce, the
Total Commitment; PROVIDED, HOWEVER, that each partial reduction of the Total
Commitment shall be in an integral multiple of $1,000,000 and in a minimum
amount of $5,000,000.

(c) Each reduction in the Total Commitment hereunder shall be
made ratably among the Lenders in accordance with their respective Commitments.
The Borrower shall pay to the Agent for the account of the Lenders, on the date
of each termination or reduction, the Facility Fees on the amount of the
Commitments so terminated or reduced accrued to the date of such termination
or reduction.

(d) The Borrower may from time to time request that one or more
additional financial institutions be added as Lenders under this Agreement with
Commitments agreed upon by the Borrower and such financial institutions. In the
event of any such request, such financial institutions shall become parties to
and Lenders under this Agreement upon the execution of one or more agreements to
that effect in the form (appropriately completed) of Exhibit D (and without any
action being required on the part of any other Lender), and upon the
effectiveness of any such agreement, Schedule 2.01 shall be automatically
amended to reflect the Commitment of each new Lender.

(e) Not later than the date 45 days prior to the first, or, if
the Commitment Termination Date has previously been extended, the second or
third anniversary of the date hereof, as the case may be, the Borrower may
deliver to the Agent (which shall promptly transmit a copy to each Lender) a
notice requesting that the Commitments then remaining in effect be extended to
the date 364 days after the Commitment Termination Date at the time in effect.
Within 20 days after its receipt of any such notice, each Lender shall notify
the Agent of its willingness or unwillingness so to extend its Commitment. Any
Lender which shall fail so to notify the Agent within such period shall be
deemed to have declined to extend its Commitment. The Commitment of any Lender
that shall so decline (or be deemed to have declined) to extend its Commitment
pursuant to this paragraph (e) shall terminate on the Commitment Termination
Date at the time in effect and the Loans, if any, of such Lender shall, subject
to 2.07(a), be repaid on such date together with all interest accrued thereon
and the accrued Facility Fee and Utilization Fee. Any payment made pursuant to
this Section 2.11(e) shall be without premium, penalty or other cost of any kind
and shall not be subject to the requirements of Sections 2.15 and 2.12(d). The
Commitments of the Lenders notifying the Borrower that they are willing to
extend shall be extended, effective as of the date which shall theretofore have
been the Commitment Termination Date, to the date 364 days after such date.

SECTION 2.12. PREPAYMENT. (a) The Borrower shall have the right
at any time and from time to time to prepay without premium or penalty any
Borrowing (including a Competitive Borrowing), in whole or in part, upon giving
written or telecopy notice (or telephone notice promptly confirmed by written or
telecopy notice) to the Agent: (i) before 5:00 p.m., New York City time, three
Business Days prior to prepayment, in the case of Eurodollar Loans, (ii) before
5:00 p.m., New York City time, two Business Days prior to prepayment, in the
case of CD Loans or Fixed Rate Loans, and (iii) before 10:00 a.m., New York City
time, one Business Day prior to prepayment, in the case of ABR Loans; PROVIDED,
HOWEVER, that each partial prepayment of a Borrowing shall be in an amount which
is an integral multiple of $1,000,000 and, prior to the Commitment Termination
Date, not less than $5,000,000.

(b) On the date of any termination or reduction of the
Commitments pursuant to Section 2.11(b), the Borrower shall pay or prepay so
much of the outstanding Borrowings, selected at the Borrower's sole option, as
shall be necessary in order that the aggregate principal amount of the
Competitive Loans and Standard Loans outstanding will not exceed the Total
Commitment after giving effect to such termination or reduction.

(c) Each notice of prepayment shall specify the prepayment date
and the principal amount of each Borrowing (or portion thereof) to be prepaid,
shall be

irrevocable and shall commit the Borrower to prepay such Borrowing (or portion
thereof) by the amount stated therein on the date stated therein. All
prepayments under this Section 2.12 shall be accompanied by accrued interest on
the principal amount being prepaid to the date of payment.

(d) In the event any prepayment is made in respect of any Loan
(or in the event any Lender is required to transfer a Loan or the Borrower
repays any Loan on the Commitment Termination Date and such date shall be prior
to the end of the Interest Period applicable to such Loan), other than (i) any
ABR Loan and (ii) any Loan the prepayment, payment or transfer of which is made
by Borrower pursuant to its right to prepay, repay or require the transfer of
such Loan under Sections 2.11(e), 2.13, 2.14, 2.17 or 9.05 or upon the Lender's
exercise of its option pursuant to Section 9.14, the Borrower shall pay to such
Lender, promptly upon the written request of such Lender (which request shall be
accompanied by a certificate as described below), such amount as shall be
necessary to reimburse such Lender for the loss, if any, reasonably incurred by
such Lender as a result of such repayment, prepayment or transfer arising from
inability due to general market conditions to recover the cost of deposits or
other funds acquired by such Lender to fund such Loan, in the liquidation of
such deposits or other funds so acquired (or from the reemployment thereof if
such reemployment would result in less of a funding loss to such Lender);
PROVIDED, that any such funding loss shall not in any event exceed the cost
incurred by such Lender to obtain such deposit or other funds, minus the fair
market value thereof realizable by such Lender in the liquidation thereof. Such
Lender shall use reasonable efforts to avoid or minimize any such loss. Such
Lender's claim, if any, shall be accompanied by a certificate setting forth in
reasonable detail (including the calculations made in determining) the reason
for and the amount of such loss, which certificate shall be conclusive in the
absence of manifest error. Prepayments of ABR Borrowings shall be without
penalty, premium or other cost of any kind.

SECTION 2.13. RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES. (a)
In the event that at any time or from time to time during the term of this
Agreement any Eurodollar Reserve Requirement shall be applicable to deposits
acquired in respect of any Eurodollar Loan the Lender making such Eurodollar
Loan shall promptly notify the Borrower in writing of any imposition of or
change in or prospective imposition of or change in any Eurodollar Reserve
Requirement, whether in respect of an outstanding Eurodollar Loan or any
possible future Eurodollar Loan, and, for as long as such Eurodollar Reserve
Requirement shall be effective, the Borrower shall, upon written request from
such Lender (with a copy of such request to the Agent), pay to such Lender at
the end of each Interest Period for such Eurodollar Loan, an additional amount
equal to the difference between the interest accrued based upon the LIBO Rate
and the interest that would have accrued had the Adjusted LIBO Rate been
applicable to the Eurodollar Loan of such Lender. Each Lender represents that
currently it is not subject to (and does not incur) any Eurodollar Reserve
Requirement.

(b) In the event that at any time or from time to time during the
term of this Agreement any CD Reserve Requirement or Assessment Rate shall be
applicable to deposits acquired in respect of any CD Loan the Lender making such
CD Loan shall promptly notify the Borrower in writing of any imposition of or
change in or prospective imposition of or change in any CD Reserve Requirement
or Assessment Rate, whether in respect of an outstanding CD Loan or any possible
future CD Loan, and, for as long as such CD Reserve Requirement or Assessment
Rate shall be effective, the Borrower shall,

upon written request from such Lender (with a copy of such request to the
Agent), pay to such Lender at the end of the Interest Period for such CD Loan,
an additional amount equal to the difference between the interest accrued based
upon the CD Rate and the interest that would have accrued had the Adjusted CD
Rate been applicable to the CD Loan of such Lender. Each Lender represents that
its current CD Reserve Requirement and Assessment Rate are as set forth on
Schedule 2.01.

(c) Notwithstanding any other provision herein, if after the date
of this Agreement, either (i) the introduction of, or any change in or in the
interpretation of, any law or regulation or (ii) compliance by any Lender with
any directive, guideline or request of any Governmental Body (whether or not
having the force of law) affects or would affect the amount of capital required
or expected to be maintained by such Lender, so as to increase the minimum
amount of capital required to be maintained by such Lender based upon the
existence of this Agreement, the Commitment of such Lender and/or any Loans made
hereunder and such requirement applies equally to other agreements with, and to
commitments and loans similar to the transactions contemplated by this Agreement
to, all other corporate borrowers situated in the United States of America, then
the Borrower shall pay to such Lender amounts sufficient to compensate such
Lender, in light of such circumstances, to the extent that such Lender
reasonably and equitably determines such increase in required capital over the
capital of such Lender in place on the date hereof to be allocable to this
Agreement, to the Commitment of such Lender (or the unused portion thereof), or
to any Loans made by such Lender hereunder, it being understood that in no event
shall the cost allocable, and/or amount charged, to the Borrower under this
paragraph (c) exceed the cost allocable, and/or amount charged, with respect to
any similar agreement between such Lender and any other corporate borrower
located in the United States, in each instance determined ratably with respect
to the relative transactional amounts. Each Lender represents that, to its best
knowledge on the date hereof it would not be required to increase its capital or
to otherwise incur any increased capital costs in respect of this Agreement
under existing laws, rules, regulations, directives or guidelines (whether or
not currently in effect) of any Governmental Body.

(d) A certificate of a Lender setting forth such amount or
amounts as shall be necessary to compensate such Lender as specified in
paragraph (c) above shall be delivered to the Borrower (with a copy to the
Agent) and shall be conclusive absent manifest error. The Borrower shall pay
each Lender the amount shown as due on any such certificate delivered by it
within 10 days after the receipt of the same. No Lender shall be entitled to any
compensation for any additional costs under this Section 2.13 requested by such
Lender unless such Lender shall have notified the Borrower that it will request
compensation for such additional costs not more than 30 days after the date such
additional costs were first incurred.

(e) The Borrower may at any time following its receipt from any
Lender of a notice of the occurrence or prospective occurrence of any imposition
of or increase in the Eurodollar Reserve Requirement, the CD Reserve
Requirement, the Assessment Rate or capital requirements or costs of such Lender
terminate the Commitment of such Lender and repay any outstanding Loans of such
Lender (together with all accrued interest and Facility Fee and Utilization Fee,
if any) on the effective date of such termination, which repayments, if any,
shall be without premium, penalty or other cost of any kind and shall not be
subject to the requirements of Sections 2.12(d) and 2.15.

SECTION 2.14. CHANGE IN LEGALITY. (a) Notwithstanding any other
provision herein, if any change in any law or regulation or in the
interpretation thereof by any Governmental Body charged with the administration
or interpretation thereof shall make it unlawful for any Lender to make or
maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by written or
telecopy notice to the Borrower and to the Agent, such Lender may:

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

(ii) require (if required by law to do so) that all outstanding
Eurodollar Loans made by it be converted to CD Loans, in which event all
such Eurodollar Loans shall be automatically converted to CD Loans with
an Interest Period agreed upon by the Borrower and such Lender as of the
effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal which would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
Loans of such Lender resulting from the conversion of such Eurodollar Loans.
The Borrower may in any event prepay any Loan resulting from the conversion of
any Eurodollar Loan under this Section within five Business Days after such
conversion.

(b) For purposes of this Section 2.14, a notice to the Borrower
by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the
last day of the Interest Period currently applicable to such Eurodollar Loan; in
all other cases such notice shall be effective on the date of receipt by the
Borrower.

(c) In the event that any Lender shall (i) give Borrower any
notice contemplated by, or exercise its rights under, this Section 2.14 or (ii)
unless Borrower shall fail to meet the conditions set forth at Section 4.01, any
Lender for any reason fails to fund any Loan, the Borrower may at any time
terminate the Commitment of the Lender and repay any outstanding Loans of such
Lender (together with all accrued interest and Facility Fee and Utilization Fee,
if any) on the effective date of such termination, which repayment, if any,
shall be without premium, penalty or other cost of any kind and shall not be
subject to the requirements of Sections 2.15 and 2.12(d).

SECTION 2.15. PRO RATA TREATMENT. Except as required or permitted
under Section 2.07(a) and (e), 2.11(d) and (e), 2.12, 2.13, 2.14, 2.17, 2.18,
9.05 or 9.14, each Standard Borrowing, each payment or prepayment of principal
of any Standard Borrowing, each payment of interest on the Standard Loans, each
payment of the Facility Fee, each payment of the Utilization Fee, each reduction
of the Commitments and each refinancing of any Borrowing with a Standard
Borrowing of any Type, shall be allocated pro rata among the Lenders in
accordance with their respective Commitments (or, if such Commitments shall have
expired or been terminated, in accordance with the respective principal amounts
of their outstanding Standard Loans). Each payment of principal of

any Competitive Borrowing shall be allocated pro rata among the Lenders
participating in such Borrowing in accordance with the respective principal
amounts of their outstanding Competitive Loans comprising such Borrowing. Each
payment of interest on any Competitive Borrowing shall be allocated pro rata
among the Lenders participating in such Borrowing in accordance with the
respective amounts of accrued and unpaid interest on their outstanding
Competitive Loans comprising such Borrowing. For purposes of determining the
available Commitments of the Lenders at any time, each outstanding Competitive
Borrowing shall be deemed to have utilized the Commitments of the Lenders
(including those Lenders which shall not have made Loans as part of such
Competitive Borrowing) pro rata in accordance with such respective Commitments.
Each Lender agrees that in computing such Lender's portion of any Borrowing to
be made hereunder, the Agent may, in its discretion, round each Lender's
percentage of such Borrowing to the next higher or lower whole dollar amount.

SECTION 2.16. PAYMENTS. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder not later than 3:00 p.m., New York City time, on the date
when due in Dollars to the Agent (except as otherwise provided herein) at its
offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, in immediately available funds.
Except as provided in Section 2.07(a), any payment required to be made to the
Lenders shall be deemed made when made to the Agent and shall, insofar as the
obligations of the Borrower are concerned, be deemed to have been received by
the Lenders at the time of receipt by the Agent (which shall promptly forward
such payment to the Lenders). In the event the Lenders shall receive payments in
an amount less than the amounts at the time due hereunder, the amounts received
shall be applied first against the principal of Loans, second against accrued
interest, third against accrued Fees, fourth against amounts due under Section
2.13 or 2.17, and fifth against any other amounts due hereunder.

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

SECTION 2.17. TAXES. (a) All payments by the Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes,
and if the Borrower shall be required to deduct any Indemnified Taxes from any
such payment, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Agent or the applicable Lender,
as the case may be, receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Body in accordance with applicable law.

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

determine in good faith such amount delivered to the Borrower by the Agent or
Lender shall be conclusive absent manifest error.

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

(d) Any Lender that is entitled to an exemption from or reduction
of withholding tax under the law of the United States of America or any treaty
to which the United States of America is a party, with respect to payments made
to it under this Agreement shall deliver to the Borrower (with a copy to the
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate. Notwithstanding anything to the contrary
contained in this Section 2.17, any Lender that has not provided to the Borrower
the executed documentation required to be provided to the Borrower pursuant to
this Section 2.17 shall not be entitled to any payment of additional amounts
pursuant to Section 2.17(a) or indemnification pursuant to Section 2.17(b) with
respect to any deduction or withholding that would not have been required if
such Lender had provided such documentation.

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

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

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

(h) The representations, warranties and agreements contained in
this Section 2.17 shall survive the termination of this Agreement and the
payment in full of the Loans.

SECTION 2.18. TERMINATION OR ASSIGNMENT OF COMMITMENTS. The
Borrower shall have the right (in addition to its rights pursuant to Sections
2.11(b), 2.11(e), 2.13, 2.14, 2.17 and 9.05), at its own expense, at any time
upon notice to any Lender and the Agent, (i) to terminate the Commitment of such
Lender (with or without, at Borrower's sole election, replacing such terminated
Commitment) or (ii) to require such Lender to transfer and assign without
recourse all its interests, rights and obligations under this Agreement to
another financial institution reasonably acceptable to the Agent which shall
assume such obligations; PROVIDED that (x) no such assignment shall conflict
with any law, rule or regulation or order of any Governmental Body applicable to
such affected Lender and (y) the Borrower or the assignee, as the case may be,
shall pay to the affected Lender in immediately available funds on the effective
date of such termination or assignment the principal of and interest accrued to
the date of payment on the Loans made by it hereunder then outstanding and
accrued and unpaid Facility Fees and Utilization Fees and any amounts which
Borrower had theretofore been notified were accruing in respect of such Loans
under Section 2.13, which payments shall not be subject to the provisions of
Section 2.15.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

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

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

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

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

(d) This Agreement constitutes the legal, valid and binding
obligation of the Borrower enforceable against the Borrower in accordance
with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally and subject, as to enforceability,

to general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law).

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

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

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

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

ARTICLE IV. CONDITIONS OF LENDING

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

SECTION 4.01. ALL BORROWINGS. On the date of each Borrowing,
including each Borrowing in which Loans are refinanced with new Loans as
contemplated by Section 2.05:

(a) The Agent shall have received a notice of such Borrowing as
required by Section 2.03 or Section 2.04, as applicable.

(b) The representations and warranties set forth in Article III
hereof shall be true and correct in all material respects on and as of
the date of such Borrowing with the same effect as though made on and as
of such date.

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

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date of such Borrowing as to the matters specified in
paragraphs (b) and (c) of this Section 4.01.

SECTION 4.02. FIRST BORROWING. On the Closing Date,

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

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

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

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

(iv) a certificate signed by an Authorized Officer,
confirming compliance with the conditions set forth in
paragraphs (b) and (c) of Section 4.01 and certifying that
except for the legal proceedings identified or referred to on
Schedule III (with respect to which such Authorized Officer
makes no representation or warranty) there is no pending, or to
the knowledge of such Authorized Officer, threatened action or
proceeding affecting the Borrower or any of its Subsidiaries
before any court, Governmental Body or arbitrator, which could
reasonably be expected to have a material adverse effect on the
business, assets or condition of the Borrower and its
Subsidiaries taken as a whole; and

(v) all Fees and other amounts due and payable on or
prior to the Closing Date;

(b) there shall not have occurred any material adverse change
in the business, assets or condition of Goodyear and its Subsidiaries
taken as a whole since December 31, 2000; and

ARTICLE V. AFFIRMATIVE COVENANTS

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

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

Period Ending Minimum Ratio
------------- -------------

June 30, 2001 2.60 to 1.00
September 30, 2001 2.75 to 1.00
December 31, 2001 and each
Annual Period ending thereafter 3.50 to 1.00

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

(i) as soon as available and in any event not later than 60 days after
the end of each of the first three quarters of each fiscal year of the Borrower,
a conformed copy of the Borrower's Quarterly Report on Form 10-Q for such
quarter as filed with the Securities and Exchange Commission, together with (1)
a Schedule of Compliance, signed by an Authorized Officer setting forth
computations used by the Borrower in determining compliance with the covenants
contained in paragraphs (a) and (b) of this Article V and in paragraphs (a) and
(b) of Article VI and (2) a certificate of an Authorized Officer stating that no
Event of Default has occurred and is continuing or, if an Event of Default has
occurred and is continuing, a statement as to the nature thereof and the action
which the Borrower has taken and proposes to take with respect thereto; and

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

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

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

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

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

(e) PARI PASSU WITH CERTAIN EXISTING CREDIT AGREEMENTS. Ensure
that the Lenders remain pari passu with the lenders under the Borrower's Amended
and Restated Five-Year Revolving Credit Agreement dated as of the date hereof,
and the lenders under the Borrower's Term Loan Agreement, dated as of March 30,
2001.

ARTICLE VI. NEGATIVE COVENANTS

(a) LIMITATION ON LIENS. Issue, assume or guarantee, or permit
any Subsidiary to issue, assume or guarantee, Debt if such Debt is secured by a
Lien upon any Manufacturing Facility without providing (concurrently with the
issuance, assumption or guarantee of any such Debt) that the Loans shall be
secured equally and ratably with such Debt; PROVIDED, HOWEVER, that the
foregoing restriction shall not apply to:

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

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

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

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

the purchase price or the cost of construction of the property subject to
such Lien; or

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

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

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

(c) MERGERS, ETC. Merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to, or acquire all or substantially all of the
assets of, any Person; except that (i) any Subsidiary may merge into or transfer
assets to or obtain assets from the Borrower, and (ii) the Borrower may merge
with or acquire all or substantially all of the assets of any Person, PROVIDED
in any such case that, immediately after giving effect to such proposed
transaction, no

Event of Default would exist and, in the case of any such merger to which the
Borrower is a party, the Borrower is the surviving corporation.

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

(e) NEGATIVE PLEDGE. Enter into, or permit any Subsidiary
organized under the laws of the United States or any state, territory or
possession thereof to enter into, any covenant or other agreement that by its
terms limits the ability of the Borrower or any such Subsidiary to pledge its
accounts receivable or inventory or proceeds thereof to secure indebtedness.

ARTICLE VII. EVENTS OF DEFAULT

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

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

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

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

(d) Any representation or warranty made by the Borrower in this
Agreement or by the Borrower (or any of its Authorized Officers) in any
certificate delivered pursuant to this Agreement, or deemed to have been
made pursuant to and in accordance with Section 4.01 of this Agreement,
shall prove to have been incorrect in any material respect when made;
PROVIDED, that if any such representation or warranty is capable of being
rendered true and correct in all material respects, such event shall not
constitute an Event of Default unless such incorrect representation or
warranty is not rendered true and correct in all material respects within
thirty days after the earlier of (i) the day on which an Authorized
Officer first obtains actual knowledge of such event or (ii) the day
written notice thereof shall have been given to the Borrower by the Agent
or any Lender; or

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

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

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

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

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

then, and in every such event (other than the entry of an order for relief with
respect to the Borrower as a debtor under the Federal Bankruptcy Code), and at
any time thereafter during the continuance of such event, the Agent, at the
request of the Required Lenders, shall, by notice to the Borrower, take either
or both of the following actions, at the same or different times: (i) terminate
forthwith the Commitments and (ii) declare the Loans then outstanding to be
forthwith due and payable in whole or in part, whereupon the principal of the
Loans so declared to be due and payable, together with accrued interest

thereon and any unpaid accrued Fees and all other liabilities of the Borrower
accrued hereunder, shall become forthwith due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Borrower, anything contained herein to the contrary
notwithstanding; PROVIDED, that in the event of the entry of an order for relief
with respect to Borrower as a debtor under the Federal Bankruptcy Code, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and any unpaid accrued Fees
and all other liabilities of the Borrower accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or any other notice
of any kind, all of which are hereby expressly waived by the Borrower, anything
contained herein to the contrary notwithstanding.

ARTICLE VIII. THE AGENT

In order to expedite the transactions contemplated by this
Agreement, The Chase Manhattan Bank is hereby appointed to act as Agent on
behalf of the Lenders. Subject to Section 2.07(a), each of the Lenders hereby
irrevocably authorizes the Agent to take such actions on behalf of such Lender
and to exercise such powers as are specifically delegated to the Agent by the
terms and provisions hereof, together with such actions and powers as are
reasonably incidental thereto. The Agent is hereby expressly authorized by the
Lenders, without hereby limiting any implied authority, (a) to receive on behalf
of the Lenders all payments of principal of and interest on the Loans and all
other amounts due to the Lenders hereunder, and promptly to distribute to each
Lender its proper share of each payment so received; (b) to give notice on
behalf of each of the Lenders to the Borrower of any Event of Default specified
in this Agreement of which the Agent has actual knowledge acquired in connection
with its agency hereunder; and (c) to distribute to each Lender copies of all
notices, financial statements and other materials delivered by the Borrower
pursuant to this Agreement as received by the Agent.

Neither the Agent nor any of its directors, officers, employees
or agents shall be liable to any Lender as such for any action taken or omitted
by any of them except for its or his own gross negligence or wilful misconduct,
or be responsible for any statement, warranty or representation herein or the
contents of any document delivered in connection herewith, or be required to
ascertain or to make any inquiry concerning the performance or observance by the
Borrower of any of the terms, conditions (except delivery to the Agent of the
items required by Section 4.02 to be delivered to it), covenants or agreements
contained in this Agreement. The Agent shall not be responsible to the Lenders
for the due execution, genuineness, validity, enforceability or effectiveness of
this Agreement or other instruments or agreements. The Agent shall in all cases
be fully protected in acting, or refraining from acting, in accordance with
written instructions signed by the Required Lenders and, except as otherwise
specifically provided herein, such instructions and any action or inaction
pursuant thereto shall be binding on all the Lenders. The Agent shall, in the
absence of knowledge to the contrary, be entitled to rely on any instrument or
document believed by it in good faith to be genuine and correct and to have been
signed or sent by the proper Person or Persons. Neither the Agent nor any of its
directors, officers, employees or agents shall have any responsibility to the
Borrower on account of the failure of or delay in performance or breach by any
Lender of any of its obligations hereunder or to any Lender on account of the
failure of or delay in performance or breach by any other Lender or the Borrower
of

any of their respective obligations hereunder or in connection herewith. The
Agent may execute any and all duties hereunder by or through agents or employees
and shall be enti- tled to rely upon the advice of legal counsel selected by it
with respect to all matters arising hereunder and shall not be liable for any
action taken or suffered in good faith by it in accordance with the advice of
such counsel.

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

Subject to the appointment and acceptance of a successor Agent as
provided below, the Agent may resign at any time by notifying the Lenders and
the Borrower. Upon any such resignation, the Required Lenders shall have the
right to appoint a successor. If no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Agent gives notice of its resignation, then the retiring
Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a
bank with an office in New York, New York, having a combined capital and surplus
of at least $500,000,000. Upon the acceptance of any appointment as Agent
hereunder by a successor bank, such successor shall succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Agent and the
retiring Agent shall be discharged from its duties and obligations hereunder.
After the Agent's resignation hereunder, the provisions of this Article and
Section 9.05 shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Agent.

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

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

Each Lender acknowledges that it has, independently and without
reliance upon the Agent or any other Lender and based on such documents and
information as it

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

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

ARTICLE IX. MISCELLANEOUS

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

(a) if to the Borrower, to it at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx,
Xxxx 00000-0000, Attention of the Treasurer (Telecopy No. 000-000-0000 or
330-796-8836);

(b) if to the Agent, to The Chase Manhattan Bank, Loan and Agency
Services Group, One Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention of Xxxxx Xxxxxx (Telecopy No. 212-552-5658), with a
copy to The Chase Manhattan Bank, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention of Xxxxx Xxxx (Telecopy No. 212-270-5127); and

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy (as evidenced by machine transmission report), or on the date five
Business Days after dispatch by certified or registered mail, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this
Section 9.01 or in accordance with the latest unrevoked direction from such
party given in accordance with this Section 9.01.

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

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

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

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

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

SECTION 9.05. WAIVERS; AMENDMENT. (a) No failure or delay of the
Agent or any Lender in exercising any power or right hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power or preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Agent and the Lenders
hereunder are cumulative and are not exclusive of any rights or remedies
provided by law. No waiver of any provision of this Agreement or consent to any
departure by the Borrower therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.

(b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Majority Lenders; PROVIDED,
HOWEVER, that no such agreement shall (i) amend, modify or otherwise affect the
rights or duties of the Agent hereunder without the prior written consent of the
Agent, (ii) decrease the principal amount of, or extend the maturity of or any
scheduled principal payment date or date for the payment of any interest on any
Loan or any Fees, or waive or excuse any such

payment or any part thereof, or decrease the rate of interest on any Loan or any
Fees, without the prior written consent of each Lender affected thereby, (iii)
change or extend the Commitment or decrease the Facility Fees or the Utilization
Fee of any Lender without the prior written consent of such Lender, or (iv)
amend or modify the provisions of Section 2.15, the provisions of this Section
9.05(b) or the definition of "Majority Lenders" or "Required Lenders", without
the prior written consent of each Lender; PROVIDED that the provisions referred
to in the preceding clauses (ii), (iii) and (iv) may be amended by the Majority
Lenders; but any Lender which declines to approve any such amendment shall have
the right at any time, on 10 Business Days' notice to the Borrower, to terminate
its Commitment and require the Borrower to pay the principal of and interest on
its outstanding Loans and Fees, and the amount of the principal and interest so
paid shall be determined without giving effect to such amendment. All
prepayments made pursuant to this Section 9.05(b) shall be without premium,
penalty or other cost of any kind and shall not be subject to the requirements
of Sections 2.15 and 2.12(d).

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

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

SECTION 9.07. INTEREST RATE LIMITATION. Notwithstanding anything
herein to the contrary, if at any time the applicable interest rate, together
with all fees and charges which are treated as interest under applicable law
(collectively the "Charges"), as provided for herein, or otherwise contracted
for, charged, received, taken or reserved by any Lender, shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by such Lender in accordance with applicable law,
the rate of interest payable hereunder to such Lender, together with all Charges
payable to such Lender, shall be limited to the Maximum Rate.

SECTION 9.08. ENTIRE AGREEMENT. This Agreement and the letter
agreement referred to in Section 2.06(c) constitute the entire contract between
the parties relative to the subject matter hereof. Any previous agreement among
the parties with respect to the subject matter hereof is superseded by this
Agreement. Nothing in this Agreement, expressed or implied, is intended to
confer upon any party other than the

parties hereto any rights, remedies, obligations or liabilities under or by
reason of this Agreement.

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

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

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

SECTION 9.12. HEADINGS. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and are not to affect the construction of, or to be
taken into consideration in interpreting, this Agreement.

SECTION 9.13. JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a)
Each party to this Agreement irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York State court
or Federal court of the United States of America sitting in New York City, and
any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Agreement, or for recognition or enforcement of any judgment
related hereto, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Nothing in this Agreement shall affect
any right that any party may otherwise have to bring any action or proceeding
relating to this Agreement in the courts of any jurisdiction.

(b) Each party to this Agreement irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any New
York State or Federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

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

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

(b) The Borrower shall give the Lenders, through the Agent,
written notice of the occurrence of a Change of Control within five Business
Days following the Change Date. No failure of the Borrower to give notice of a
Change of Control shall limit the right of any Lender to require the purchase of
its Loans pursuant to this Section 9.15.

(c) Any Lender may exercise its right to require the purchase of
its Loans under this Section 9.15 by delivering to the Borrower at any time
within six months after the Change Date written notice thereof, specifying the
Purchase Date. The Commitment of any Lender exercising its right to require the
purchase of its Loans under this Section 9.15 shall automatically terminate
immediately upon the Borrower's receipt of such Lender's written notice of such
exercise of its option in accordance with this Section 9.15.

(d) In the event of the exercise by any Lender of its option
under this Section 9.15 in the manner provided herein, the Borrower shall pay or
cause to be paid to such Lender on the Purchase Date the Purchase Price
(determined in accordance with paragraph (a) above) in immediately available
funds. No exercise of the option granted in this Section 9.15 shall be subject
to the requirements of Sections 2.15 and 2.12(d).

(e) As used in this Section 9.15, the term:

(1) "CHANGE DATE" means the date on which any Change of Control
shall be deemed to have occurred; PROVIDED, that, if the Borrower shall
fail to give timely notice of the occurrence of a Change of Control to
the Lenders as provided in paragraph (b) above, for the purpose of
determining the duration of the Lenders' rights to require prepayment
under this Section 9.15, "CHANGE DATE" shall mean the earlier of (i) the
date on which notice of a Change of Control is duly given by the Borrower
to the Agent or (ii) with respect to any Lender, the date on which such
Lender obtains actual knowledge of the Change of Control.

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

(3) "PURCHASE DATE" means, with respect to any Lender, the date
on which the Borrower shall purchase the Loans of such Lender pursuant to
the exercise by such Lender of its option under this Section 9.15,
pursuant to a notice given to the Borrower in accordance with paragraph
(c) of this Section 9.15, which date shall be a Business Day not less
than 90 nor more than 120 days after the date such Lender gives the
Borrower written notice of such exercise.

(4) "VOTING STOCK" shall mean capital stock of the Borrower of
any class or classes (however designated) the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the
election of the Board of Directors of the Borrower, it being understood
that, at the date hereof, the

Common Stock, without par value, of the Borrower is the only outstanding class
of capital stock of the Borrower which constitutes "Voting Stock".

IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have
caused this Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.

THE GOODYEAR TIRE & RUBBER
COMPANY,

by
/s/ Xxxxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Vice President and Treasurer

THE CHASE MANHATTAN BANK,
individually and as Agent,

by
/s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President

BNP PARIBAS

By
/s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director

By
/s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Region Manager

BANK OF AMERICA, N.A.

By
/s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President

CITICORP USA, INC.

By
/s/ Xxxxx Xxx
---------------------------------
Name: Xxxxx Xxx
Title: Director

BANK ONE N.A.

By
/s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: First Vice President

CIBC INC.

By
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Director
CIBC World Markets Corp.,
As Agent

COMMERZBANK AG,
NEW YORK AND GRAND CAYMAN
BRANCHES

By
/s/Xxxxxx X. Warning
---------------------------------
Name: Xxxxxx X. Warning
Title: Assistant Treasurer

By
/s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Vice President

DEUTSCHE BANK AG
NEW YORK BRANCH

By
/s/ Xxxx-Xxxxxx Xxxxxx
---------------------------------
Name: Xxxx-Xxxxxx Xxxxxx
Title: Director

By
/s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President

SUMITOMO MITSUI BANKING
CORPORATION (F/K/A THE
SUMINTOMO BANK, LIMITED)

By
/s/ Xxxxxx X. Xxxxxxxxx, Xx.
---------------------------------
Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Senior Vice President

BANK OF TOKYO-MITSUBISHI TRUST
COMPANY

By
/s/ Xxxxxx Xxxx
---------------------------------
Name: Xxxxxx Xxxx
Title: Vice President

CREDIT SUISSE FIRST BOSTON

By
/s/ Xxxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Assistant Vice President

By
/s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President

THE INDUSTRIAL BANK OF JAPAN,
LIMITED

By
/s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Joint General Manager

ABN AMRO BANK, N.V.

By
/s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President

By
/s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Group Vice President

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

By
/s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: First Vice President

By
/s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: First Vice President

FIRST UNION NATIONAL BANK

By
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President

INTESABCI S.P.A.

By
/s/ X. Xxxxxxxxx
---------------------------------
Name: X. Xxxxxxxxx
Title: Vice President

ROYAL BANK OF CANADA

By
/s/ Xxxxxx X. XxxXxxxxx
---------------------------------
Name: Xxxxxx X. XxxXxxxxx
Title: Senior Manager

SOCIETE GENERALE

By
/s/ Xxxx-Xxxxx Xxxxxxxxx
---------------------------------
Name: Xxxx-Xxxxx Xxxxxxxxx
Title: Vice President

THE BANK OF NOVA SCOTIA

By
/s/ F.C.H. Xxxxx
---------------------------------
Name: F.C.H. Xxxxx
Title: Senior Manager Loan
Operations

CREDIT LYONNAIS CHICAGO
BRANCH

By
/s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President

KEY BANK NATIONAL ASSOCIATION

By
/s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President

NATIONAL CITY BANK

By
/s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President

THE NORTHERN TRUST COMPANY

By
/s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Vice President

DRESDNER BANK AG NEW YORK
AND GRAND CAYMAN BRANCHES

By
/s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President

By
/s/ Xxxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Associate

STANDARD CHARTERED BANK

By
/s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Vice President

By
/s/ Xxxxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Assistant Vice President
Credit Documentation

BARCLAYS BANK PLC

By
/s/ Xxxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Director
Loan Transaction Management

SCHEDULE III

THE GOODYEAR TIRE & RUBBER COMPANY

CERTAIN LITIGATION

NO REPRESENTATION OR WARRANTY IS MADE BY BORROWER UNDER THE
AGREEMENT IN RESPECT OF THE FOLLOWING LEGAL PROCEEDINGS.

I. LEGAL PROCEEDINGS IN SEC REPORTS

Paragraphs (A) through (H), inclusive, of Item 3 of the Borrower's
Annual Report on Form 10-K for the year ended December 31, 2000 are incorporated
by reference.

Paragraphs (1) through (4), inclusive, of Item 1 of Part II of the
Borrower's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001
are incorporated by reference.

Paragraphs (1) and (2), inclusive, of Item 1 of Part II of the
Borrower's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 are
incorporated by reference.

II. OTHER LEGAL PROCEEDINGS

On June 1, 1998, a civil action, Xxxxxxx, et al. v. Goodyear, et al.
(Docket No. L-5595-98) was filed by eleven hourly employees at Goodyear's New
Brunswick; New Jersey warehouse facility in the Superior Court of New Jersey,
Middlesex County (Law Division), against Goodyear and four other employees of
Goodyear alleging, among other things, that (i) the defendants engaged in
conduct constituting discrimination on the basis of race in violation of a New
Jersey law prohibiting discrimination in the workplace, (ii) Goodyear failed to
promote the plaintiffs in violation of said New Jersey law, and (iii) the
defendants' actions inflicted emotional distress and caused loss of consortium.
The plaintiffs are seeking injunctive relief, unspecified actual damages,
including back pay, punitive damages aggregating $124 million, costs and
attorneys' fees.

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Exhibit 4.2 AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENT Dated as of August 14, 2001

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