The Goodyear Tire & Rubber CompanyUnderwriting Agreement • May 11th, 2009 • Goodyear Tire & Rubber Co /Oh/ • Tires & inner tubes • New York
Contract Type FiledMay 11th, 2009 Company Industry JurisdictionThe Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representative (the “Representative”) $1,000,000,000 in aggregate principal amount of 10.500% Senior Notes due 2016 (the “Securities”). The respective principal amounts of the Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Securities will be issued pursuant to an indenture (the “Indenture”) to be dated as of May 11, 2009, among the Company, the subsidiary guarantors signatory hereto (the “Subsidiary Guarantors”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Subsidiary Guarantors (the “Guarantees”). The term “Securities”, when used herein, includes the Guarantees where applicable. Capitaliz