EX-10.2 Amend #1 to Shareholders Agreement for Europe

EX-10.2 6 l12143aexv10w2.txt EX-10.2 AMEND #1 TO SHAREHOLDERS AGREEMENT FOR EUROPE EXHIBIT 10.2 April 21, 2000 Sumitomo Rubber Industries, Ltd 6-9, 3-Chome Wakinohama-cho, Chuo-Ku Kobe 651 Japan Attention: Naoto Saito, Chairman Re: Shareholders Agreement for the Europe JVC dated as of June 14, 1999 by and among The Goodyear Tire & Rubber Company ("Goodyear"), Goodyear S.A., a Luxembourg corporation, Goodyear S.A., a French corporation, Goodyear Canada Inc. and Sumitomo Rubber Industries, Ltd. (the "European Shareholders Agreement") and this Amendment No.1. Dear Saito-san: Goodyear hereby requests that the other parties to the European Shareholders Agreement hereby agree to adopt this Amendment No. 1 to such agreement so as to allow the Birmingham factory site of Goodyear Dunlop Tires Europe B.V. ("GDTE") and/or Affiliates controlled by it to be closed, discontinued and/or disposed of notwithstanding any provision of Article 9.10 of the European Shareholders Agreement limiting such action during the two (2) years after the operational start-up date (September 1, 1999) of GDTE. The undersigned, as parties to the European Shareholders Agreement and/or shareholders of GDTE also hereby authorize and confirm that such a closure, discontinuance and/or disposal of the Birmingham factory site is authorized for the purpose of Article 3.6 (xiv) and/or (xv) of the European Shareholders Agreement. The parties agree that the European Shareholders Agreement shall be amended to give effect of the foregoing but in all other respects the other terms and conditions of the European Shareholders Agreement shall continue without change. All expressions used in this Amendment No. 1 shall have the same meanings as are ascribed to them in the European Shareholders Agreement unless otherwise specifically defined herein. If you are in agreement with the foregoing, please so indicate by signing this letter and the accompanying duplicate copies, one copy of which is for your files. THE GOODYEAR TIRE & RUBBER COMPANY By: /s/ Samir Gibara ------------------------------- Samir Gibara Title: Chairman of the Board, Chief Executive Officer and President Confirmed and agreed to by all the undersigned as of the date first above written SUMITOMO RUBBER INDUSTRIES, LTD. By: /s/ Naoto Saito ------------------------------ Naoto Saito Title: Chairman GOODYEAR S.A., a Luxembourg corporation By: /s/ Samir Gibara ------------------------------ Samir Gibara Title: Attorney-in-fact GOODYEAR S.A., a French corporation By: /s/ Samir Gibara ------------------------------ Samir Gibara Title: Attorney-in-fact GOODYEAR CANADA INC. By: /s/ Samir Gibara ------------------------------ Samir Gibara Title: Attorney-in fact