EX-4.1 1ST AMENDMENT TO THE EUROPEAN TERM LAON

EX-4.1 2 l17860aexv4w1.txt EX-4.1 1ST AMENDMENT TO THE EUROPEAN TERM LAON Exhibit 4.1 EXECUTION COPY FIRST AMENDMENT dated as of December 22, 2005 (this "Amendment"), to the AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as of April 8, 2005 (the "Credit Agreement"), among THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation ("Goodyear"); GOODYEAR DUNLOP TIRES EUROPE B.V., a corporation organized under the laws of the Netherlands (the "European J.V."); GOODYEAR DUNLOP TIRES GERMANY GMBH, a company organized under the laws of the Federal Republic of Germany; GOODYEAR GMBH & CO. KG, a partnership organized under the laws of the Federal Republic of Germany; DUNLOP GMBH & CO. KG, a partnership organized under the laws of the Federal Republic of Germany; GOODYEAR LUXEMBOURG TIRES S.A., a societe anonyme organized under the laws of Luxembourg; the LENDERS party thereto (together with their successors and permitted assigns thereunder, the "Lenders"); J.P. MORGAN EUROPE LIMITED, as Administrative Agent (in such capacity, the "Administrative Agent"); and JPMORGAN CHASE BANK, N.A., as Collateral Agent. WHEREAS, on the terms and conditions set forth in the Credit Agreement, the Lenders have extended and agreed to extend credit to the Borrowers (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in the Credit Agreement); and WHEREAS, Goodyear and the Borrowers have requested, and the Majority Lenders are willing to agree, that certain provisions of the Credit Agreement be amended on the terms and subject to the conditions set forth herein to permit the conversion of GD Handelssysteme GmbH & Co. KG, a partnership organized under the laws of the Federal Republic of Germany and a Grantor and a Subsidiary Guarantor under the Credit Agreement ("GDHS"), into a limited liability company (a Gesellschaft mit beschrankter Haftung, or "GmbH"), as described in a letter dated the date hereof from Goodyear (the "Amendment Request"); NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Amendment of Section 6.14 of the Credit Agreement. Section 6.14 of the Credit Agreement is hereby amended by inserting at the end thereof the following new paragraph (c): "(c) Notwithstanding the foregoing provisions of this Section 6.14, GD Handelssysteme GmbH & Co. KG ("GDHS") may be converted into a GmbH that immediately after such conversion will hold substantially the same assets as were held by GDHS (the GmbH resulting from such conversion being called the "Resulting GmbH"). Following such conversion, the Resulting GmbH will not (i) engage in any business other than substantially the business in which GDHS shall have been engaged on December 1, 2005 or (ii) become a partner of any Subsidiary that is organized as a KG, and none of Goodyear, the European J.V. or the other Borrowers shall, or shall permit any Subsidiary to, (i) merge, consolidate or amalgamate with the Resulting GmbH or (ii) except in the ordinary course of business and consistent with past practice, make any Investment in or transfer any material assets to the Resulting GmbH. To the extent it shall not remain liable therefor by operation of law, the Resulting GmbH will promptly assume all the obligations of GDHS under the Guarantee and Collateral Agreement and the other Security Documents. Goodyear and the Borrowers shall, and shall cause the Resulting GmbH and all direct owners of the capital stock of the Resulting GmbH to, promptly take all such actions and execute all such documents or instruments (including documents or instruments reflecting the conversion of GDHS to a GmbH) as shall be necessary or reasonably requested by the Collateral Agent to create or maintain in favor of the Collateral Agent perfected Liens on the capital stock and assets of the Resulting GmbH consistent in all material respects with the Liens in favor of the Collateral Agent on the capital stock and assets of GDHS." SECTION 2. Representations and Warranties. Each of Goodyear and the European J.V. represents and warrants to the Administrative Agent and the Lenders that: (a) On the date hereof and at the time the amendment provided for herein becomes effective, no Default has occurred and is continuing or will have occurred and be continuing. (b) All representations and warranties of Goodyear and the European J.V. set forth in the Credit Agreement are true and correct in all material respects on and as of the date hereof, and will be true and correct on the date hereof and at the time the amendments provided for herein become effective, except to the extent such representations and warranties relate to an earlier date (in which case they were true and correct as of such earlier date). (c) The financial and other information regarding GDHS furnished to the Administrative Agent in connection with this Amendment is true and correct in all material respects. SECTION 3. Conditions Precedent to Effectiveness. This Amendment shall become effective when the Administrative Agent shall have received counterparts hereof duly executed and delivered by Goodyear, each Borrower and the Majority Lenders. SECTION 4. No Other Amendments or Waivers; Confirmation. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. Nothing herein shall be deemed to entitle Goodyear or the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement in similar or different circumstances. This Amendment shall be a Credit Document for all purposes of the Credit Agreement. SECTION 5. Expenses. Goodyear agrees to pay or reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP and Allen & Overy LLP, counsel for the Administrative Agent. SECTION 6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 7. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile transmission of the signature pages hereof. SECTION 8. Headings. The section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their duly authorized officers as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY, By: /s/ Darren Wells ------------------------------------ Name: Darren Wells Title: Senior Vice President Business Development and Treasurer GOODYEAR DUNLOP TIRES EUROPE B.V., By: /s/ R. M. Archer ------------------------------------ Name: R. M. Archer Title: VP Finance and CFO GOODYEAR DUNLOP TIRES GERMANY GMBH, By: /s/ Thomas Korner ------------------------------------ Name: Thomas Korner Title: --------------------------------- GOODYEAR GMBH & CO. KG, By: /s/ Thomas Korner ------------------------------------ Name: Thomas Korner Title: --------------------------------- DUNLOP GMBH & CO. KG, By: /s/ Thomas Korner ------------------------------------ Name: Thomas Korner Title: --------------------------------- GOODYEAR LUXEMBOURG TIRES SA, By: /s/ H. Lange ------------------------------------ Name: H. Lange Title: Finance Director By: /s/ L. Reiles ------------------------------------ Name: L. Reiles Title: Authorized Signer JPMORGAN CHASE BANK, N.A., individually and as Collateral Agent, By: /s/ Bernard J. Lillis ------------------------------------ Name: Bernard J. Lillis Title: Managing Director The undersigned institutions hereby appove and become a party to the First Amendment dated as of December 22, 2005, to the Amended and Restated Term Loan and Revolving Credit Agreement dated as of April 8, 2005, of The Goodyear Tire & Rubber Company; Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH, Goodyear GmbH & CO KG, Dunlop GmbH & CO KG and Goodyear Luxembourg Tires SA: BANK AUSTRIA CREDITANSTALT AG, By: /s/ Ingo Bleier ------------------------------------ Name: Ingo Bleier Title: Deputy Managing Director For any institution requiring a second signature line: By: /s/ Hilke Schubert ------------------------------------ Name: Hilke Schubert Title: Senior Manager BNP PARIBAS, By: /s/ Aida M. Ralla ------------------------------------ Name: Aida M. Ralla Title: Managing Director For any institution requiring a second signature line: By: /s/ Walter Kaplan ------------------------------------ Name: Walter Kaplan Title: Managing Director CALYON NEW YORK BRANCH, By: /s/ Lee E. Greve ------------------------------------ Name: Lee E. Greve Title: Managing Director Deputy For any institution requiring a second signature line: By: /s/ Gerard M. Russell ------------------------------------ Name: Gerard M. Russell Title: Director CELF LOAN PARTNERS BV, CELF LOAN PARTNERS II PLC By: /s/ Colin Atkins ------------------------------------ Name: Colin Atkins Title: Director CITIBANK, N.A., By: /s/ Melinda Harris ------------------------------------ Name: Melinda Harris Title: RM CLARENVILLE CDO, SA, By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------------ Name: Mohan V. Phansalkar Title: Managing Director COMMERZBANK ARTIENGESELLSCHAFT, By: /s/ Jenetzky ------------------------------------ Name: Jenetzky Title: SVP For any institution requiring a second signature line: By: /s/ Keller ------------------------------------ Name: Keller Title: SVP CREDIT SUISSE, CAYMAN ISLANDS BRANCH (F/K/A CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH), By: /s/ Bill O'Daly ------------------------------------ Name: Bill O'Daly Title: Director For any institution requiring a second signature line: By: /s/ Mikhail Faybusovich ------------------------------------ Name: Mikhail Faybusovich Title: Associate CREDIT SUISSE LONDON BRANCH, By: /s/ Kay Bailer ------------------------------------ Name: ---------------------------------- Title: --------------------------------- For any institution requiring a second signature line: By: /s/ Emma Balaam ------------------------------------ Name: ---------------------------------- Title: --------------------------------- DEUTSCHE BANK AG, NY BRANCH, By: /s/ Evelyn Thierry ------------------------------------ Name: Evelyn Thierry Title: Vice President For any institution requiring a second signature line: By: /s/ Susan LeFevre ------------------------------------ Name: Susan LeFevre Title: Director DIVERSIFIED EUROPEAN CREDIT S.A. EUROPEAN CREDIT (LUXEMBOURG) S.A. LEVERAGED LOANS EUROPE PLC, By: /s/ illegible ------------------------------------ Name: ---------------------------------- Title: --------------------------------- For any institution requiring a second signature line: By: /s/ illegible ------------------------------------ Name: ---------------------------------- Title: --------------------------------- GE CORPORATE BANKING EUROPE SAS, By: /s/ Harold Huebl ------------------------------------ Name: Harold Huebl Title: Director Global Enhanced Loan Fund, S.A., By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------------ Name: Mohan V. Phansalkar Title: Managing Director GOLDMAN SACHS CREDIT PARTNERS, LP, By: /s/ Stephen B. King ------------------------------------ Name: Stephen B. King Title: Authorized Signatory GSC EUROPEAN CDO II S.A., GSC EUROPEAN CDO I S.A. By: /s/ Jan Willem van Koeverden Brouwer ------------------------------------ Name: Jan Willem van Koeverden Brouwer Title: Director For any institution requiring a second signature line: By: /s/ Robert Jan Schol ------------------------------------ Name: Robert Jan Schol Title: Director HIGHLAND CAPITAL MANAGEMENT EUROPE, LTD, By: /s/ Stephen Williams ------------------------------------ Name: Stephen Williams Title: Director INTERCONTINENTAL CDO S.A., By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------------ Name: Mohan V. Phansalkar Title: Managing Director J.P. MORGAN SECURITIES LTD, By: /s/Carlos Vazquez ------------------------------------ Name: Carlos Vazquez Title: VP Alcentra Ltd., on behalf of JUBILEE CDO IV B.V., By: /s/ James Alcar ------------------------------------ Name: James Alcar Title: Executive Director MULTINATIONALS KBC BANK NV By: /s/ Helinda Wouters ------------------------------------ Name: Helinda Wouters Title: Global Relationship Manager For any institution requiring a second signature line: By: /s/ Adriaan Loeff ------------------------------------ Name: Adriaan Loeff Title: General Manager Henderson Global Investors Ltd. for and on behalf of MELCHIOR CDO I S.A., By: /s/ David Milward ------------------------------------ Name: David Milward Title: NATEXIS BANQUES POPULAIRES By: /s/ Patrick Senderens ------------------------------------ Name: Patrick Senderens Title: Global Relationship Manager For any institution requiring a second signature line: By: /s/ Thibank Huillet ------------------------------------ Name: Thibank Huillet Title: Relationship Manager N M ROTHSCHILD & SONS LIMITED By: /s/ Craig Thomson ------------------------------------ Name: Craig Thomson Title: Assistant Director For any institution requiring a second signature line: By: /s/ Adam Greenbury ------------------------------------ Name: Adam Greenbury Title: Director THE NORTHERN TRUST COMPANY, By: /s/ Preeti Sullivan ------------------------------------ Name: Preeti Sullivan Title: Vice President PETRUSSE EUROPEAN CLO S.A., By: INVESCO SENIOR SECURED MANAGEMENT INC. AS COLLATERAL MANAGER By: /s/ Scott Baskind ------------------------------------ Name: Scott Baskind Title: Authorized Signatory PIONEER FLOATING RATE TRUST, By: /s/ Joe Dougherty ------------------------------------ Name: Joe Dougherty Title: Portfolio Manager PROSPERO CLO I B.V., By: /s/ Adam Greenbury ------------------------------------ Name: Adam Greenbury Title: Attorney-in-fact RMF EURO CDO II S.A., By: /s/ Jan Willem van Koeverden Brouwer ------------------------------------ Name: Jan Willem van Koeverden Brouwer Title: Director RTIF EURO CDO III PLC, By: /s/ M. Notari ------------------------------------ Name: M. Notari Title: --------------------------------- For any institution requiring a second signature line: By: /s/ F. Kotus ------------------------------------ Name: F. Kotus Title: ---------------------------------