The Goodyear Tire & Rubber Company DEALER MANAGER AGREEMENTDealer Manager Agreement • November 6th, 2007 • Goodyear Tire & Rubber Co /Oh/ • Tires & inner tubes • New York
The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), plans to commence an offer (the “Exchange Offer”) to exchange shares of the Company’s common stock (“Common Stock”) plus a cash payment (the “Cash Payment”) (plus accrued and unpaid interest to, but excluding, the Settlement Date (as defined below)) for any and all of the Company’s outstanding 4% Convertible Senior Notes due June 15, 2034 issued in the original aggregate principal amount of $350 million (the “Convertible Notes”) upon the terms and subject to the conditions set forth in the Exchange Offer Material (as defined below), which the Company has caused to be prepared and furnished to you on or prior to the date hereof for use in connection with the Exchange Offer. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-4, including a prospectus, relating to the Exchange Offer. The registration statement, as originally filed with
